EMPLOYMENT AGREEMENT



      This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of May 17,

2004 (the "Commencement Date"), by and between Abercrombie & Fitch Co., a

Delaware corporation (the "Company"), and Robert S. Singer (the "Executive")

(hereinafter collectively referred to as "the Parties").



                              W I T N E S S E T H:



      WHEREAS, the Company desires to employ the Executive and to enter into an

agreement embodying the terms of such employment (together with its Exhibit,

this "Agreement") and the Executive desires to enter into this Agreement and to

accept such employment, subject to the terms and provisions of this Agreement;



      NOW, THEREFORE, in consideration of the premises and the mutual covenants

and promises of the parties contained herein, the parties, intending to be

legally bound, hereby agree as follows:



      1. Term. The term of employment under this Agreement shall be for the

period beginning on the Commencement Date and ending on the third anniversary of

the Commencement Date (the "Initial Term"); provided, however, that the Initial

Term shall thereafter be automatically extended for additional one-year periods

(together with the Initial Term, the "Term") unless either the Company or the

Executive gives the other written notice at least 180 days prior to the

then-scheduled expiration of the Term that such Party is electing not to so

extend the Term. Notwithstanding the foregoing, the Term shall end on the date

on which the Executive's employment is earlier terminated by either party in

accordance with the provisions of Section 11 of this Agreement.



      2. Employment.



            (a) Position. The Executive shall be employed by the Company as the

President of the Company on the Commencement Date and Chief Operating Officer as

of the first meeting of the Board of Directors of the Company (the "Board")

following the Commencement Date. The Executive shall be the second highest

ranking executive in the Company. The Executive shall be responsible for the

day-to-day operations of the Company and exercise the authority customarily

performed, undertaken and exercised by persons employed in a similar executive

capacity. Without limiting the foregoing, the following areas of the business of

the Company and its subsidiaries will report solely to the Executive: finance,

logistics, and human resources. Store operations will report jointly to the

Executive and the Chief Executive Officer. The Executive shall report to the

Chief Executive Officer only. The Executive's principal place of employment

shall be in Columbus, Ohio and the Executive shall perform his duties

principally in Columbus and New York City.



            (b) Board Membership. The Company shall cause the Executive to be

appointed to the Board at the first Board meeting following the Commencement

Date and shall



<PAGE>



cause the Executive to be nominated for election to the Board during the Term,

subject at all times to the Company's obligations under applicable laws and

regulations.



            (c) Obligations. The Executive agrees to devote his full business

time and attention to the business and affairs of the Company provided that, in

order to permit the Executive sufficient time to transition from his current

situation to the United States, during the period from the Commencement Date to

June 21, 2004, the Executive shall not be required to render full-time services

to the Company. Anything herein to the contrary notwithstanding, nothing shall

preclude the Executive from (i) serving on up to two boards of other companies,

presently Fairmont Hotel Corp., and Axalto N.V., with future board service at

other companies subject to the reasonable approval of the Board based on the

nature of the companies, which approval shall not be unreasonably withheld, (ii)

serving on the boards of directors of trade associations and/or charitable

organizations, (iii) engaging in charitable activities and community affairs,

and (iv) managing his personal investments and affairs, provided that the

activities described in the preceding clauses (i) through (iv) do not materially

interfere with the proper performance of his duties and responsibilities

hereunder.



      3. Base Salary. The Company agrees to pay or cause to be paid to the

Executive commencing no later than the Commencement Date and during the Term a

base salary at the rate of $886,000 per year or such larger amount as the Board

may from time to time determine (the "Base Salary"). The Executive's Base Salary

shall be reviewed annually by the Compensation Committee of the Board, with the

first review to occur in or around January 2005, and shall be subject to

increase from time to time as approved by the Compensation Committee of the

Board. Such Base Salary shall be payable in accordance with the Company's

customary practices applicable to its executive officers.



      4. Bonus.



            (a) The Executive shall be entitled to participate in the

Abercrombie & Fitch Co. Incentive Compensation Performance Plan (the "Bonus

Plan") or any successor to the Bonus Plan on such terms and conditions as may be

determined from time to time by the Compensation Committee of the Board,

provided that the Executive's annual target bonus opportunity shall be at least

100% of Base Salary upon attainment of target, subject to a maximum bonus

opportunity of 200% of Base Salary, and shall be at a level commensurate with

his position.



            (b) The Bonus for 2004 will be prorated based on achievement of

targets and actual commencement of employment, but will be guaranteed to be no

less than $475,000. The Bonus for 2004 will be payable at the time bonuses are

paid to the Company's executive officers in February 2005.



      5. Equity Compensation.



            (a) The Executive shall be entitled to participate in the Company's

equity based incentive programs, including, without limitation, the stock option

and restricted share programs, maintained by the Company, on such terms and

conditions as may be determined from time to time by the Compensation Committee

of the Board, consistent with this Agreement, and commensurate with his

position.



                                       2

<PAGE>



            (b) Commencing with 2004, the Executive shall participate in the

annual performance-based segment of the Company's 2002 Stock Plan for

Associates, as amended and restated (the "2002 Stock Plan"), or successor plan,

at a level commensurate with his position. The shares earned can vary from zero

to a maximum of double PAR value based on the Company's specific annual

financial goals and vest over four years (with 10% vesting on the first

anniversary of the grant date, 20% vesting on the second anniversary of the

grant date, 30% vesting on the third anniversary of the grant date and 40%

vesting on the fourth anniversary of the grant date) from the date they are

earned and subject to earlier vesting as provided herein.



      6. Sign-on Arrangements.



            (a) As soon as practicable following the Commencement Date, the

Company shall pay the Executive a signing bonus of $100,000.



            (b) On the Commencement Date the Company shall grant the Executive

an option to purchase 150,000 shares of the Company's common stock pursuant to

the 2002 Stock Plan, vesting in four equal annual installments on the first four

anniversaries of the grant date at a price per share exercise price equal to the

closing price of a share of stock of the Company on the New York Stock Exchange

on the Commencement Date and subject to earlier vesting as provided herein.



            (c) On the Commencement Date, the Company shall grant the Executive

20,000 restricted shares, pursuant to the 2002 Stock Plan, vesting 10% on the

grant date, 20% on the first anniversary of grant, 30% on the second anniversary

and 40% on the third anniversary, and subject to earlier vesting as provided

herein.



      7. Employee Benefits. The Executive shall be entitled to participate in

all employee benefit plans, practices and programs maintained by the Company and

made available to senior level executive officers generally and as may be in

effect from time to time. The Executive's participation in such plans, practices

and programs shall be on the same basis and terms as are applicable to senior

level executive officers of the Company generally. Such level of benefits shall

be at a level commensurate with his position.



      8. Other Benefits.



            (a) Life Insurance.



                  (i) The Company shall maintain term life insurance coverage on

      the life of the Executive in the amount of $8,000,000, the proceeds of

      which shall be payable to the beneficiary or beneficiaries designated by

      the Executive. The Company shall pay the premiums with respect to such

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