Thirteen Weeks Ended

Exhibit 10.2

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

SUPPLEMENTAL STIPULATION OF SETTLEMENT

     This Supplemental Stipulation of Settlement (the “Supplemental Stipulation”), dated as of June 1, 2005 and subject to the approval of the Court,¹ is entered into by and among the Plaintiffs, the Individual Defendants and nominal defendant Abercrombie.

STIPULATED FACTS

     WHEREAS:

          1. On April 8, 2005, subject to the approval of the Court, the Plaintiffs, the Individual Defendants and Abercrombie entered into a Stipulation of Settlement (the “Stipulation”) proposing a settlement of the Action.

          2. Paragraph 29 of the Stipulation states:

Plaintiffs in the Action and their counsel intend to apply to the Court for an award of attorneys’ fees and out of pocket expenses in amount to be set by the Court. Approval by the Court of such fee application shall not be a precondition to the dismissal of the Action in accordance with this Stipulation. Plaintiffs’ counsel and defendants’ counsel may, but are not required to, agree to a fee amount that defendants will not oppose, which would then be filed as an amendment or supplement to this Stipulation.

          3. On May 27, 2005, defendants agreed not to oppose an application by Plaintiffs’ in the Action and their counsel for an award of attorneys’ fees and out of pocket expenses in an aggregate amount of up to $1.2 million.

          4. Plaintiffs in the Action and their counsel intend to apply to the Court for an award of fees and reimbursement of Plaintiffs’ reasonable expenses incurred in connection with the Action in an aggregate amount of not more than $1.2 million (the “Fee Application”).

     NOW THEREFORE IT IS HEREBY STIPULATED AND AGREED AS FOLLOWS, pursuant to Court of Chancery Rule 23.1, and subject to the approval of the Court:

          5. Defendants in the Action shall not oppose the Fee Application in an aggregate amount of up to $1.2 million. Abercrombie, on behalf of and for the benefit of the other defendants in the Action, agrees to pay any final award of fees and expenses by the Court up to the amount of the Fee Application. Final resolution by the Court of the Fee Application shall not be a precondition to the dismissal of the Action in accordance with the Stipulation.

          6. A copy of the Supplemental Notice of Hearing and Proposed Settlement of The Abercrombie & Fitch Co. Shareholder Derivative Litigation (the “Notice”), substantially in the form attached hereto as Exhibit A, shall be sent to all stockholders of record of Abercrombie as of the date of the Scheduling Order.

          7. All costs incurred in identifying and notifying Abercrombie’s stockholders of this Supplemental Stipulation, including the printing and the copying of the Notice, will be paid by Abercrombie, on behalf of and for the benefit of the Individual Defendants.

          8. This Supplemental Stipulation shall not be deemed to modify the Stipulation except to the extent the terms of the Supplemental Stipulation are inconsistent with Paragraph 29 of the Stipulation. This Supplemental Stipulation shall be subject to all terms and conditions agreed upon in the Stipulation.

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     IN WITNESS WHEREOF, the parties have executed this Stipulation effective as of June 1, 2005.

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Exhibit A

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

SUPPLEMENTAL NOTICE OF HEARING AND PROPOSED SETTLEMENT OF THE
ABERCROMBIE & FITCH CO. SHAREHOLDER DERIVATIVE LITIGATION

     1. The purpose of this Supplemental Notice is to supplement the Notice dated April 18, 2005, which informed you of a settlement in this consolidated derivative action (the “Action”), which has been brought on behalf of The Abercrombie & Fitch Co. (the “Company” or “Abercrombie”) and a hearing to be held by the Court of Chancery of the State of Delaware (the “Court”).

     2. The Notice advised you that Plaintiffs in the Action and their counsel intend to apply to the Court for an award of attorneys’ fees and out of pocket expenses in amount to be set by the Court. The Notice further advised you that Plaintiffs’ counsel and defendants’ counsel may, but are not required to, agree to a fee amount that defendants will not oppose.

     3. On May 27, 2005, defendants agreed not to oppose an application by Plaintiffs’ counsel for an award of attorneys’ fees and out of pocket expenses in an aggregate amount of up to $1.2 million.

     4. There have not been any other changes in the description of the Action set forth in the Notice.

     5. As disclosed in the Notice, a hearing will be held in the Court of Chancery Courthouse, 34 The Circle, Georgetown, Delaware, on June 14, 2005, at 10:30 a.m. to determine whether the Court should: (i) approve the settlement of the Action pursuant to the Chancery Court Rule 23.1 as fair, reasonable, adequate and in the best interests of Abercrombie’s stockholders; (ii) enter an Order and Final Judgment dismissing the Action with prejudice; (iii) consider the application of Plaintiffs’ counsel for an award of attorneys’ fees and expenses; and (iv) hear other such matters as the Court may deem necessary and appropriate.

NOTICE TO PERSONS OR ENTITIES HOLDING
RECORD OWNERSHIP ON BEHALF OF OTHERS

     6. Brokerage firms, banks and other persons or entities who are record owners of Abercrombie, but not beneficial owners, are directed to send this Supplemental Notice promptly to beneficial owners. If additional copies of this Supplemental Notice are needed for forwarding to beneficial owners, any timely requests for such additional copies or provision of a list of names and mailing addresses of beneficial owners may be directed to: In re Abercrombie & Fitch Co. Stockholder Derivative Action, c/o National City Bank, Shareholder Services Dept, Corporate Trust Operations Dept, 5352, Third Floor North Annex, 4100 West 150th Street, Cleveland, OH 44135