Abercrombie & Fitch

SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT Dated as of June 22, 2018 (September 10th, 2018)

This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "Amendment") is by and among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the "Borrower"), ABERCROMBIE & FITCH CO., a Delaware corporation (the "Parent"), each Lender and Refinancing Term Loan Lender party hereto pursuant to an authorization in the form attached hereto as Exhibit A (each, a "Lender Authorization") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the "Agent").

Separation Agreement (July 26th, 2018)

THIS SEPARATION AGREEMENT (this Separation Agreement) is entered into by and between Abercrombie & Fitch Management Co., a Delaware corporation (the Company), and Robert Bostrom (the Executive) on the execution date by Executive below.

ABERCROMBIE & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR ASSOCIATES (As Amended Effective June 14, 2018) (June 14th, 2018)

Summary of Terms of the Annual Restricted Stock Unit Grants Made and to Be Made to the Non-Associate Directors of Abercrombie & Fitch Co. Under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors in Fiscal 2018 (June 8th, 2018)

For the fiscal year ending February 2, 2019 ("Fiscal 2018"), directors of Abercrombie & Fitch Co. (the "Company") who are not employees, or as referred to by the Company, "associates", of the Company or of a subsidiary of the Company ("non-associate directors") are eligible to receive an annual grant of restricted stock units ("RSUs") as part of their compensation. Each RSU represents the right to receive one share of Class A Common Stock, $0.01 par value, of the Company (the "Common Stock"), upon vesting. The market value of the shares of Common Stock underlying the RSUs on the grant date is to be $150,000 (the "Non-Associate Director RSU Retainer").

Summary of Compensation Structure for Non-Associate Directors of Abercrombie & Fitch Co. For Fiscal 2018 (June 8th, 2018)

Any officer of Abercrombie & Fitch Co. (the "Company") who is also a member of the Board of Directors (the "Board") of the Company receives no additional compensation for services rendered as a director. Directors of the Company who are not employees, or as referred to by the Company, "associates," of the Company or of a subsidiary of the Company ("non-associate directors") are to receive:

Agreement (June 8th, 2018)

This AGREEMENT (this "Agreement"), is entered into between Abercrombie & Fitch Co., a Delaware corporation (the "Company"), and Arthur C. Martinez ("Martinez") as of the execution date by Martinez below (the "Effective Date").

Abercrombie & Fitch Co. (April 2nd, 2018)

Abercrombie & Fitch Co., a Delaware corporation ("A&F"), is today filing with the Securities and Exchange Commission (the "SEC") the Annual Report on Form 10-K of A&F for the fiscal year ended February 3, 2018 ("A&F's Fiscal 2017 Form 10-K").

PERFORMANCE SHARE AWARD AGREEMENT (2016 Long-Term Incentive Plan for Associates) (April 2nd, 2018)

This PERFORMANCE SHARE AWARD AGREEMENT (this "AGREEMENT") is made to be effective as of _______________ (the date on which the COMMITTEE (as defined below) approves the award, referred to as the "GRANT DATE"), by and between Abercrombie & Fitch Co., a Delaware corporation (the "COMPANY"), and ______________, an employee of the COMPANY or one of the COMPANY's subsidiaries or affiliates ("PARTICIPANT").

Agreement (December 4th, 2017)

This AGREEMENT (this "Agreement"), is entered into between Abercrombie & Fitch Management Co., a Delaware corporation (the "Company"), and Scott Lipesky (the "Executive") as of the execution date by the Company below (the "Effective Date").

Second Amendment to Credit Agreement (December 4th, 2017)

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders are willing to lend and the L/C Issuer is willing to issue Letters of Credit, in each case on the terms and conditions set forth herein.

ABERCROMBIE & FITCH CO. ASSOCIATE STOCK PURCHASE PLAN (October 1, 2007 Restatement) (December 4th, 2017)

ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), hereby amends and restates, effective as of October 1, 2007, the Abercrombie & Fitch Co. Associate Stock Purchase Plan (the "Plan"), originally adopted effective July 1, 1998, in order to provide Associates of the Company and its Affiliates and Subsidiaries with the opportunity to purchase shares of common stock of the Company.

December 8, 2016 Stacia Andersen Dear Stacia: We Are Writing to Confirm Our Recent Discussions Regarding Your May 19, 2016 Separation Agreement With Your Prior Employer. (December 4th, 2017)

As you know and as we have discussed, the Separation Agreement contains a provision that states that it prohibits you from recruiting, soliciting or enticing, directly or indirectly, for employment, any employee of your prior employer or any of its affiliated companies, absent written authorization signed by an authorized officer of your prior employer (the "Provision"). The Provision states that it is effective through December 31, 2017.

Confirmation, Ratification and Amendment of Ancillary Loan Documents (December 4th, 2017)

This Confirmation, Ratification and Amendment of Ancillary Loan Documents (this "Agreement") is made as of October 19, 2017, by and among:

Agreement (September 6th, 2017)

This AGREEMENT (this Agreement), is entered into between Abercrombie & Fitch Management Co., a Delaware corporation (the Company), and INSERT EXECUTIVES NAME (the Executive) as of the execution date by the Company below (the Effective Date).

Inducement Equity Grant: Restricted Stock Units (RSUs) Subject to Approval of the Compensation Committee or Its Designee and Subject to the Terms and Conditions of the Grant, and Further Subject to You Commencing Employment With Us on or Before October 2, 2017, You Will Receive an Inducement Equity Grant With an Approximate Total Value of $200,000, in the Form of A&F Restricted Stock Units (RSUs). The Actual Number of RSUs Granted Will Be Based on the Closing Stock Price on the Date of the Grant, Which Will Occur (Subject to Compensation Committee Approval) at the Next Regularly Scheduled Meet (September 6th, 2017)

This offer, if accepted, is for employment with the Company that is at-will, and nothing in this offer letter is to be construed as altering that at-will status or promising employment for a definite term.

Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan (June 15th, 2017)

ABERCROMBIE & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR ASSOCIATES (As Amended Effective June 15, 2017) (June 15th, 2017)

Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan (June 15th, 2017)

The Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan (the "Incentive Plan") is intended to satisfy the applicable provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Incentive Plan shall be administered by the Compensation and Organization Committee (the "Committee") of the Board of Directors of Abercrombie & Fitch Co. (the "Company"), which is intended to consist solely of "outside directors" as such term is defined in Section 162(m) of the Code. The Committee shall select those key executives of the Company with significant operating and financial responsibility and who are likely to be "covered employees" (within the meaning of Section 162(m) of the Code) for the relevant fiscal year, to be eligible to earn seasonal or annual cash incentive compensation payments to be paid under the Incentive Plan. In addition, all associates of the Company selected to participate for a given fiscal year shall be eligible to

ABERCROMBIE & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR DIRECTORS (As Amended Effective June 15, 2017) (June 15th, 2017)

Director and Officer Indemnification Agreement (June 6th, 2017)

This Director and Officer Indemnification Agreement, dated below, (this "Agreement"), is made by and between Abercrombie & Fitch Co., a Delaware corporation (the "Company"), and INSERT NAME OF INDEMNITEE ("Indemnitee").

Summary of Compensation Structure for Non-Associate Directors of Abercrombie & Fitch Co. For Fiscal 2017 (June 6th, 2017)

an additional annual cash retainer for each standing committee Chair and member of $25,000 and $12,500, respectively, other than: (i) the Chair and the members of the Audit and Finance Committee who are to receive an additional annual cash retainer of $40,000 and $25,000, respectively, for serving in those capacities; (ii) the Chair of the Compensation and Organization Committee who is to receive an additional annual cash retainer of $30,000 for serving in that capacity; (iii) the Lead Independent Director of the Company who is to receive an additional annual cash retainer of $25,000 for serving in that capacity, effective as of March 27, 2017; and (iv) the Chair and the members of the Executive Committee who are to receive no additional compensation for services rendered as members of the Executive Committee. In each case, the retainers are to be paid quarterly in arrears; and

Summary of Terms of the Annual Restricted Stock Unit Grants Made and to Be Made to the Non-Associate Directors of Abercrombie & Fitch Co. Under the 2016 Long- Term Incentive Plan for Directors in Fiscal 2017 (June 6th, 2017)

For the fiscal year ending February 3, 2018 ("Fiscal 2017"), directors of Abercrombie & Fitch Co. (the "Company") who are not associates of the Company or its subsidiaries ("non-associate directors") are eligible to receive an annual grant of restricted stock units ("RSUs") as part of their compensation. Each RSU represents the right to receive one share of Class A Common Stock, $0.01 par value, of the Company (the "Common Stock"), upon vesting. The market value of the shares of Common Stock underlying the RSUs on the grant date is to be $150,000 (the "Non-Associate Director RSU Retainer").

Director and Officer Indemnification Agreement (June 5th, 2017)

This Director and Officer Indemnification Agreement, dated below, (this "Agreement"), is made by and between Abercrombie & Fitch Co., a Delaware corporation (the "Company"), and INSERT NAME OF INDEMNITEE ("Indemnitee").

Summary of Compensation Structure for Non-Associate Directors of Abercrombie & Fitch Co. For Fiscal 2017 (June 5th, 2017)

an additional annual cash retainer for each standing committee Chair and member of $25,000 and $12,500, respectively, other than: (i) the Chair and the members of the Audit and Finance Committee who are to receive an additional annual cash retainer of $40,000 and $25,000, respectively, for serving in those capacities; (ii) the Chair of the Compensation and Organization Committee who is to receive an additional annual cash retainer of $30,000 for serving in that capacity; (iii) the Lead Independent Director of the Company who is to receive an additional annual cash retainer of $25,000 for serving in that capacity, effective as of March 27, 2017; and (iv) the Chair and the members of the Executive Committee who are to receive no additional compensation for services rendered as members of the Executive Committee. In each case, the retainers are to be paid quarterly in arrears; and

Summary of Terms of the Annual Restricted Stock Unit Grants Made and to Be Made to the Non-Associate Directors of Abercrombie & Fitch Co. Under the 2016 Long- Term Incentive Plan for Directors in Fiscal 2017 (June 5th, 2017)

For the fiscal year ending February 3, 2018 ("Fiscal 2017"), directors of Abercrombie & Fitch Co. (the "Company") who are not associates of the Company or its subsidiaries ("non-associate directors") are eligible to receive an annual grant of restricted stock units ("RSUs") as part of their compensation. Each RSU represents the right to receive one share of Class A Common Stock, $0.01 par value, of the Company (the "Common Stock"), upon vesting. The market value of the shares of Common Stock underlying the RSUs on the grant date is to be $150,000 (the "Non-Associate Director RSU Retainer").

Agreement (May 12th, 2017)

This AGREEMENT (this Agreement), is entered into between Abercrombie & Fitch Management Co., a Delaware corporation (the Company), and INSERT EXECUTIVES NAME (the Executive) as of the execution date by the Company below (the Effective Date).

Agreement (May 12th, 2017)

This AGREEMENT (this Agreement), is entered into between Abercrombie & Fitch Management Co., a Delaware corporation (the Company), and INSERT EXECUTIVES NAME (the Executive) as of the execution date by the Company below (the Effective Date).

Abercrombie & Fitch Co. (March 27th, 2017)

Abercrombie & Fitch Co., a Delaware corporation ("A&F"), is today filing with the Securities and Exchange Commission (the "SEC") the Annual Report on Form 10-K of A&F for the fiscal year ended January 28, 2017 ("A&F's Fiscal 2016 Form 10-K").

Summary of Terms of the Annual Restricted Stock Unit Grants Made to the Non- Associate Directors of Abercrombie & Fitch Co. Under the 2016 Long-Term Incentive Plan for Directors in Fiscal 2016 (March 27th, 2017)

For the fiscal year ended January 28, 2017 ("Fiscal 2016"), directors of Abercrombie & Fitch Co. (the "Company") who are not associates of the Company or its subsidiaries ("non-associate directors") received an annual grant of restricted stock units ("RSUs") as part of their compensation. Each RSU represents the right to receive one share of Class A Common Stock, $0.01 par value, of the Company (the "Common Stock"), upon vesting. The market value of the shares of Common Stock underlying the RSUs on the grant date was $150,000 (the "Non-Associate Director RSU Retainer").

Summary of Compensation Structure for Non-Associate Directors of Abercrombie & Fitch Co. For Fiscal 2016 (March 27th, 2017)

Any officer of Abercrombie & Fitch Co. (the "Company") who is also a member of the Board of Directors (the "Board") of the Company receives no additional compensation for services rendered as a director. Directors of the Company who are not employees, or as referred to by the Company, "associates", of the Company or its subsidiaries ("non-associate directors") received for the fiscal year ended January 29, 2017 ("Fiscal 2016"):

Agreement (December 5th, 2016)

This Agreement ("Agreement") is made by and between Diane Chang ("Employee") and Abercrombie & Fitch Trading Co., a corporation with its principal place of business in New Albany, Ohio, which, together with its subsidiaries and affiliates, are collectively referred to herein as the "Company."

Certificate Regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan by Board of Directors of Abercrombie & Fitch Co. On August 20, 2014 (September 6th, 2016)

The undersigned hereby certifies that he is the duly elected, qualified and acting Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., a Delaware corporation (the "Company"); that a regular meeting of the Board of Directors of the Company was duly called and held on August 20, 2014, at which regular meeting a quorum of the directors of the Company was at all times present; and that the Board of Directors duly approved the amendment of Section 3(b) of the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan to read as set forth on Annex A attached hereto and incorporated herein by this reference.

PERFORMANCE SHARE AWARD AGREEMENT (2016 Long-Term Incentive Plan for Associates) (September 6th, 2016)

This PERFORMANCE SHARE AWARD AGREEMENT (this "AGREEMENT") is made to be effective as of June 16, 2016 (the date on which the COMMITTEE (as defined below) approves the award, referred to as the "GRANT DATE"), by and between Abercrombie & Fitch Co., a Delaware corporation (the "COMPANY"), and ______________, an employee of the COMPANY or one of the COMPANY's subsidiaries or affiliates ("PARTICIPANT").

Certificate Regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. Amended and Restated 2007 Long-Term Incentive Plan by Board of Directors of Abercrombie & Fitch Co. On August 20, 2014 (September 6th, 2016)

The undersigned hereby certifies that he is the duly elected, qualified and acting Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., a Delaware corporation (the "Company"); that a regular meeting of the Board of Directors of the Company was duly called and held on August 20, 2014, at which regular meeting a quorum of the directors of the Company was at all times present; and that the Board of Directors duly approved the amendment of Section 3(b) of the Abercrombie & Fitch Co. Amended and Restated 2007 Long-Term Incentive Plan to read as set forth on Annex A attached hereto and incorporated herein by this reference.

RESTRICTED STOCK UNIT AWARD AGREEMENT (2016 Long-Term Incentive Plan for Directors) (September 6th, 2016)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this "AGREEMENT") is made to be effective as of [Grant Date] (the date on which the COMMITTEE (as defined below) approves the award, referred to as the "GRANT DATE"), by and between Abercrombie & Fitch Co., a Delaware corporation (the "COMPANY"), and [Participant Name], a non-employee director of the COMPANY or one of the COMPANY's subsidiaries or affiliates ("PARTICIPANT").