Summary of Compensation Structure for Non-Associate Members of Board of Directors of Abercrombie & Fitch Co.

an annual retainer of $55,000 (paid quarterly in arrears);

an annual retainer for each standing committee Chair and member of $25,000 and $12,500, respectively, other than (i) the Chair and members of the Audit Committee who receive $40,000 and $25,000, respectively, and (ii) the Lead Independent Director of the Company who receives $30,000 for serving in that capacity. In each case, the retainers are paid quarterly in arrears; and

an annual grant of 3,000 restricted stock units (each of which represents the right to receive one share of Class A Common Stock, $0.01 par value, of the Company (the “Common Stock”), upon vesting).

restricted stock units are to be granted annually on the date of the annual meeting of stockholders of the Company;

the maximum market value of the underlying shares of Common Stock on the date of grant is to be $300,000 (i.e., should the price of the Company's Common Stock on the grant date exceed $100 per share, the number of restricted stock units granted will be automatically reduced to provide a maximum grant date market value of $300,000);

the minimum market value of the underlying shares of Common Stock on the date of grant is to be $120,000 (i.e., should the price of the Company's Common Stock on the grant date be lower than $40 per share, the number of restricted stock units granted will be automatically increased to provide a minimum grant date market value of $120,000); and

restricted stock units will vest on the later of (i) the first anniversary of the grant date or (ii) the first “open window” trading date following the first anniversary of the grant date, subject to earlier vesting in the event of the director's death or total disability or upon a change of control of the Company.