SEC Info - Abercrombie & Fitch Co/DE - ‘DEF 14A’ for 5/20/04

SEC Info℠

Home

Help

Please Sign In

Abercrombie & Fitch Co/DE – ‘DEF 14A’ for 5/20/04

On: Thursday, 4/15/04, at 4:47pm ET · Effective: 4/15/04 · For: 5/20/04 · Accession #: 950152-4-2920 · File #: 1-12107

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/15/04  Abercrombie & Fitch Co/DE         DEF 14A     5/20/04    1:140K                                   Bowne BCL/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Abercrombie & Fitch Co.                               46    229K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Audit Committee Election of Directors Employment Agreements and Other Transactions With Certain Executive Officers Nominating Procedures
1	1st Page - Filing Submission
8	Election of Directors
12	Audit Committee
13	Nominating Procedures
24	Employment Agreements and Other Transactions With Certain Executive Officers

DEF 14A 1st Page of 46 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[Download Table]

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

ABERCROMBIE & FITCH CO.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

(3) Filing Party:

----------------------------------------------------------------------

(4) Date Filed:

----------------------------------------------------------------------

DEF 14A 2nd Page of 46 TOC 1st Previous Next ↓Bottom Just 2nd
ABERCROMBIE & FITCH CO.
6301 FITCH PATH
NEW ALBANY, OHIO 43054
(614) 283-6500

April 15, 2004

Dear Fellow Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders to
be held at 10:00 a.m., local time in New Albany, Ohio, on Thursday, May 20,
2004, at our executive offices located at 6301 Fitch Path, New Albany, Ohio
43054. I hope that you will all be able to attend and participate in the Annual
Meeting, at which time we will have the opportunity to review the business and
operations of our company.

The formal Notice of Annual Meeting of Stockholders and Proxy Statement are
attached, and the matters to be acted upon by our stockholders are described in
the Notice of Annual Meeting of Stockholders. Our Investor Relations telephone
number is (614) 283-6500 should you require assistance in finding the location
of the Annual Meeting.

It is important that your shares be represented and voted at the Annual
Meeting. Accordingly, after reading the attached Proxy Statement, please sign,
date and return the enclosed form of proxy. Alternatively, you may vote
electronically through the Internet or by telephone in accordance with the
instructions on your form of proxy. Your vote is important regardless of the
number of shares you own.

Sincerely yours,

/s/ MICHAEL S. JEFFRIES
Michael S. Jeffries
Chairman and Chief Executive Officer

DEF 14A 3rd Page of 46 TOC 1st Previous Next ↓Bottom Just 3rd
ABERCROMBIE & FITCH CO.
---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 2004

April 15, 2004

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Abercrombie & Fitch Co. (the "Company") will be held at the executive offices of
the Company located at 6301 Fitch Path, New Albany, Ohio 43054, on Thursday, May
20, 2004, at 10:00 a.m., local time in New Albany, Ohio, for the following
purposes:

1. To elect three directors to serve for terms of three years each.

2. To transact any other business which properly comes before the Annual
Meeting or any adjournment.

Only stockholders of record, as shown by the transfer books of the Company,
at the close of business on March 26, 2004, are entitled to receive notice of
and to vote at the Annual Meeting.

By Order of the Board of Directors,

/s/ MICHAEL S. JEFFRIES
Michael S. Jeffries
Chairman and Chief Executive Officer

PLEASE FILL IN, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING. ALTERNATIVELY, YOU MAY ENSURE YOUR SHARES ARE VOTED AT THE
ANNUAL MEETING BY SUBMITTING YOUR INSTRUCTIONS ELECTRONICALLY VIA THE INTERNET
OR TELEPHONICALLY. PLEASE SEE THE PROXY STATEMENT AND FORM OF PROXY FOR DETAILS
ABOUT ELECTRONIC VOTING. IF YOU LATER DECIDE TO REVOKE YOUR PROXY FOR ANY
REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.

DEF 14A 4th Page of 46 TOC 1st Previous Next ↓Bottom Just 4th
ABERCROMBIE & FITCH CO.
6301 FITCH PATH
NEW ALBANY, OHIO 43054
(614) 283-6500

PROXY STATEMENT

DATED APRIL 15, 2004

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 20, 2004

This Proxy Statement is being furnished to stockholders of Abercrombie &
Fitch Co. (the "Company") in connection with the solicitation of proxies by the
Board of Directors of the Company (the "Board") for use at the Annual Meeting of
Stockholders to be held on Thursday, May 20, 2004 (the "Annual Meeting"), or any
adjournment. The Annual Meeting will be held at 10:00 a.m., local time in New
Albany, Ohio, at the Company's executive offices located at 6301 Fitch Path, New
Albany, Ohio 43054. This Proxy Statement and the accompanying form of proxy were
first sent or given to stockholders on or about April 15, 2004.

A form of proxy for use at the Annual Meeting accompanies this Proxy
Statement and is solicited by the Board. You may ensure your representation at
the Annual Meeting by completing, signing, dating and promptly returning the
enclosed form of proxy. A return envelope, which requires no postage if mailed
in the United States, has been provided for your use. Alternatively,
stockholders holding shares registered directly with the Company's transfer
agent, National City Bank, may appoint proxies to vote electronically via the
Internet or by using the toll-free telephone number stated on the form of proxy.
The deadline for these stockholders to transmit voting instructions
electronically via the Internet or telephonically is 11:59 p.m., local time in
New Albany, Ohio, on May 19, 2004. The Internet and telephone voting procedures
are designed to authenticate stockholders' identities, to allow stockholders to
give their voting instructions and to confirm that stockholders' voting
instructions have been properly recorded. Stockholders voting through the
Internet should understand that there may be costs associated with electronic
access, such as usage charges from Internet access providers and telephone
companies, that will be borne by such stockholders.

Stockholders holding shares in "street name" with a broker/dealer,
financial institution or other holder of record should review the information
provided to them by the holder of record. This information will describe the
procedures to be followed in instructing the holder of record how to vote the
"street name" shares and how to revoke previously given instructions.

You may revoke your proxy at any time before it is actually voted at the
Annual Meeting by giving notice of revocation to the Company in writing, by
accessing the Internet site, by using the toll-free number stated on the form of
proxy or, if you are a registered stockholder, by attending the Annual Meeting
and giving notice of revocation in person. You may also change your vote by
choosing one of the following options: executing and returning to the Company a
later-dated form of proxy; submitting a later-dated vote through the Internet
site; using the toll-free telephone number stated on the form of proxy at a
later date; or,

DEF 14A 5th Page of 46 TOC 1st Previous Next ↓Bottom Just 5th
if you are a registered stockholder, voting at the Annual Meeting. ATTENDANCE AT
THE ANNUAL MEETING WILL NOT, IN ITSELF, CONSTITUTE REVOCATION OF YOUR PROXY.

The Company will bear the costs of preparing, assembling, printing and
mailing this Proxy Statement, the accompanying form of proxy and any other
related materials and all other costs incurred in connection with the
solicitation of proxies on behalf of the Board, other than the Internet access
and telephone usage charges mentioned above. Solicitation of proxies may be made
by associates of the Company via mail or by telephone, mailgram, facsimile,
telegraph, cable or personal contact without further compensation therefor. The
Company has retained Georgeson Shareholder Communications Inc., New York, New
York, to aid in the solicitation of proxies with respect to shares held by
broker/dealers, financial institutions, and other custodians, fiduciaries and
nominees for a fee of approximately $5,500, plus expenses. The Company will
reimburse its transfer agent, broker/dealers, financial institutions, and other
custodians, fiduciaries and nominees for their reasonable costs in sending proxy
materials to stockholders.

Our Annual Report to Stockholders for the fiscal year ended January 31,
2004 (the "2003 fiscal year") is being delivered with this Proxy Statement.

VOTING AT ANNUAL MEETING

The shares entitled to vote at the Annual Meeting consist of shares of the
Class A Common Stock, par value $.01 per share (the "Common Stock"), of the
Company, with each share entitling the holder of record to one vote. There are
no cumulative voting rights in the election of directors. At the close of
business on March 26, 2004, the record date for the Annual Meeting, there were
94,445,669 shares of Common Stock outstanding. A quorum for the Annual Meeting
is one-third of the outstanding shares of Common Stock.

The results of stockholder voting will be tabulated by the inspectors of
election appointed for the Annual Meeting. Shares of Common Stock represented by
properly executed proxies returned to the Company prior to the Annual Meeting or
represented by properly authenticated electronic votes recorded through the
Internet or by telephone will be counted toward the establishment of a quorum
for the Annual Meeting.

Those shares of Common Stock represented by properly executed proxies, or
properly authenticated votes recorded electronically through the Internet or by
telephone, that are received prior to the Annual Meeting and not revoked, will
be voted as directed by the stockholders. All valid proxies received prior to
the Annual Meeting which do not specify how shares of Common Stock should be
voted will be voted "FOR" the election of the nominees of the Board listed below
under "ELECTION OF DIRECTORS".

Under the applicable rules of the New York Stock Exchange ("NYSE"), the
election of directors is considered a "discretionary" item upon which
broker/dealers, who hold their clients' shares of Common Stock in street name,
may vote in their discretion on behalf of their clients if those clients have
not furnished voting instructions within the required time frame before the
Annual Meeting. Accordingly, there should be no "broker non-votes" with respect
to the matters submitted by the Company to stockholders at the Annual Meeting.

DEF 14A 6th Page of 46 TOC 1st Previous Next ↓Bottom Just 6th
PRINCIPAL HOLDERS OF SHARES

The following table furnishes information regarding the beneficial
ownership of shares of Common Stock by the only persons known to the Company to
beneficially own more than 5% of the outstanding shares of Common Stock:

[Enlarge/Download Table]

NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
------------------- -------------------- --------------------

Barclays Global Investors, NA....................... 11,003,943(2) 11.7%
45 Fremont Street
San Francisco, CA 94105

Barclays Global Fund Advisors..................... 633,407(2) 0.7%
45 Fremont Street
San Francisco, CA 94105

Barclays Global Investors, Ltd.................... 1,837,620(2) 1.9%
1 Royal Mint Court
London, EC3N 4HH, England

FMR Corp. .......................................... 6,407,790(3) 6.8%
Edward C. Johnson 3d
Abigail P. Johnson
82 Devonshire Street
Boston, MA 02109

Mellon Financial Corporation........................ 5,679,943(4) 6.0%
One Mellon Center
Pittsburgh, PA 15258

---------------

(1) The percent of class is based on 94,445,669 shares of Common Stock
outstanding on March 26, 2004.

(2) Based on information contained in a Schedule 13G amendment filed with the
Securities and Exchange Commission (the "SEC") on February 17, 2004, (a)
Barclays Global Investors, NA was the beneficial owner of 11,003,943 shares
of Common Stock (or 11.7%) as of December 31, 2003 and had sole voting and
dispositive power as to 9,896,176 shares; (b) Barclays Global Fund Advisors
was the beneficial owner of 633,407 shares of Common Stock (or 0.7%) as of
December 31, 2003 and had sole voting and dispositive power as to 630,993
shares; and (c) Barclays Global Investors, Ltd was the beneficial owner of
1,837,620 shares of Common Stock (or 1.9%) as of December 31, 2003 and had
sole voting and dispositive power as to 1,837,620 shares.

(3) Based on information contained in a Schedule 13G filed with the SEC on
February 17, 2004, FMR Corp. was the beneficial owner of 6,407,790 shares of
Common Stock as of December 31, 2003 and had sole voting power as to 3,420
shares and sole dispositive power as to 6,407,790 shares and each of Edward
C. Johnson 3d and Abigail P. Johnson was the beneficial owner of 6,407,790
shares of Common Stock as of December 31, 2003. Fidelity Management &
Research Company, 82 Devonshire Street, Boston, MA 02109 ("Fidelity"), a
wholly-owned subsidiary of FMR Corp., was the beneficial owner of 6,406,930
shares of Common Stock (or 6.8%) as of December 31, 2003 through its role as
investment adviser to various registered investment companies (the "Funds").
Edward C. Johnson 3d, Chairman of FMR Corp., FMR Corp., through its control
of Fidelity, and the Funds each has sole power to dispose or direct the
disposition as to the 6,406,930 shares of Common Stock owned by the Funds.
Fidelity carries out the voting of the shares under written guidelines
established by the Funds'

DEF 14A 7th Page of 46 TOC 1st Previous Next ↓Bottom Just 7th
Boards of Trustees, and neither FMR Corp. nor Edward C. Johnson 3d has the
sole power to vote or direct the voting of the shares of Common Stock owned
directly by the Funds. In addition, Fidelity Management Trust Company, 82
Devonshire Street, Boston, MA 02109, a wholly-owned subsidiary of FMR Corp.,
was the beneficial owner of 860 shares of Common Stock (or less than 0.01%)
as of December 31, 2003 as a result of serving as investment manager of
certain institutional accounts. Edward C. Johnson 3d and FMR Corp., through
its control of Fidelity Management Trust Company, each has the sole power to
vote or direct the vote and sole dispositive power as to such 860 shares.
Members of the Edward C. Johnson 3d family are the predominant owners of
Class B shares of common stock of FMR Corp., representing approximately 49%
of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail P.
Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp.
Abigail P. Johnson is a director of FMR Corp. The Johnson family group and
all other Class B shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their ownership of
voting common stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR Corp.

(4) Based on information contained in a Schedule 13G filed with the SEC on
February 4, 2004, Mellon Financial Corporation and its direct and indirect
subsidiaries, Mellon Trust of New England, National Association (parent
holding company of Franklin Portfolio Associates, LLC, TBCAM Holdings, Inc.
and The Boston Company Asset Management, LLC), Mellon Bank DE National
Association, Mellon Bank, N.A. (parent holding company of Founders Asset
Management LLC, The Dreyfus Corporation, Mellon Equity Associates, LLP and
Laurel Capital Advisors, LLP), Mellon Trust of California, Mellon Trust of
New York, LLC, Mellon Private Trust Company, National Association, Mellon
Trust of Washington, Franklin Portfolio Associates LLC, Laurel Capital
Advisors, LLP, Mellon Capital Management Corporation, Mellon Equity
Associates, LLP, The Dreyfus Corporation (parent holding company of Dreyfus
Investment Advisors, Inc. and Dreyfus Service Corporation), The Boston
Company Asset Management, LLC, MBC Investments Corporation (parent holding
company of Mellon Capital Management Corporation, Mellon UK Holdings, Mellon
Ventures Fund Holding Corp. and Mellon Ventures II, L.P.), Mellon Financial
Corporation and The Boston Company, Inc. (parent holding company of Mellon
Trust of California, Mellon Private Trust Company, National Association,
Mellon Trust of New York, LLC and Mellon Trust of Washington), were the
beneficial owners of 5,679,943 shares of Common Stock as of December 31,
2003 and had sole voting power as to 4,463,942 shares, shared voting power
as to 97,052 shares, sole dispositive power as to 5,466,985 shares and
shared dispositive power as to 184,386 shares. All of the shares are
beneficially owned by Mellon Financial Corporation and its direct and
indirect subsidiaries in their various fiduciary capacities.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the Company's knowledge, based solely on a review of the forms furnished
to the Company and written representations that no other forms were required,
during the 2003 fiscal year, all filing requirements applicable to officers,
directors and greater than 10% beneficial owners of the Company under Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
were complied with, except each of Diane Chang, Russell M. Gertmenian, Archie M.
Griffin, John A. Golden, Carole L. Kerner, Sam N. Shahid, Jr. and Kathryn D.
Sullivan, Ph.D. filed late one report reporting one transaction.

DEF 14A 8th Page of 46 TOC 1st Previous Next ↓Bottom Just 8th
ELECTION OF DIRECTORS

NOMINEES AND DIRECTORS

There are currently ten individuals serving as members of the
Board -- three in the class whose terms expire at the Annual Meeting, three in
the class whose terms expire in 2005 and four in the class whose terms expire in
2006. On July 10, 2003, based upon a recommendation from the Nominating and
Board Governance Committee, the Board set the number of directors at ten and
appointed James B. Bachmann and Lauren J. Brisky to serve as directors of the
Company in the class of directors whose terms expire in 2006. On November 1,
2003, based upon a recommendation from the Nominating and Board Governance
Committee, the Board appointed Edward F. Limato to serve as a director of the
Company in the class of directors whose terms expire at the Annual Meeting. Mr.
Limato filled the vacancy on the Board created by the resignation of Kathryn D.
Sullivan, Ph.D. on October 20, 2003.

The Board has reviewed, considered and discussed each director's
relationships, either directly or indirectly, with the Company and its
subsidiaries and the compensation each director receives, directly or
indirectly, from the Company and its subsidiaries in order to determine whether
such director meets the independence requirements of the applicable sections of
the NYSE Listed Company Manual (the "NYSE Rules") and the applicable rules and
regulations of the SEC (the "SEC Rules"). The Board has determined that at least
a majority of the directors qualify as independent under the NYSE Rules. The
Board has determined that each of James B. Bachmann, Lauren J. Brisky, John A.
Golden, Archie M. Griffin, John W. Kessler and Edward F. Limato has no
relationship with the Company either directly or indirectly, including, without
limitation, any commercial, industrial, banking, consulting, legal, accounting,
charitable or familial relationship, other than serving as a director and
holding shares of Common Stock of the Company (and, in the case of Mr. Kessler,
having a son-in-law who receives more than $100,000 per year in compensation
from the Company as a non-executive officer) and thus qualifies as independent.
Russell M. Gertmenian, Michael S. Jeffries, Seth R. Johnson and Samuel N.
Shahid, Jr. do not qualify as independent.

Three members of the Board will be elected at the Annual Meeting. Directors
elected at the Annual Meeting will hold office for a three-year term expiring at
the Annual Meeting of Stockholders in 2007 or until their successors are elected
and qualified. The nominees of the Board are identified below. Each was
recommended by the Nominating and Board Governance Committee. The individuals
named as proxies in the form of proxy solicited by the Board intend to vote the
shares of Common Stock represented by the proxies received under this
solicitation for the Board's nominees named below, unless otherwise instructed
on the form of proxy. If any nominee who would otherwise receive the required
number of votes becomes unable or unwilling to serve as a candidate for election
as a director, the individuals designated to vote the proxies reserve full
discretion to vote the shares of Common Stock represented by the proxies they
hold for the election of the remaining nominees and for the election of any
substitute nominee designated by the Board upon recommendation by the Nominating
and Board Governance Committee. The Board has no reason to believe that any of
the nominees of the Board will be unavailable or unable to serve as a director
if elected.

The three nominees receiving the greatest number of votes will be elected
as directors. Shares of Common Stock as to which the authority to vote is
withheld will not be counted toward the election of directors or toward the
election of the individual nominees specified on the form of proxy. Proxies may
not be voted for more than three nominees.

DEF 14A 9th Page of 46 TOC 1st Previous Next ↓Bottom Just 9th
The following information, as of March 26, 2004, concerning the principal
occupation, other affiliations and business experience of each nominee for
re-election as a director and continuing director has been furnished to the
Company by each director.

Nominees of the Board for Election at the 2004 Annual Meeting

[Download Table]

JOHN A. GOLDEN Mr. Golden is President of John A. Golden Associates, Inc.,
a financial advisory and investment firm, and a retired
partner of The Goldman Sachs Group, L.P., an investment
banking firm. Mr. Golden also serves as the Chair of the
Board of Trustees of Colgate University.

SETH R. JOHNSON Mr. Johnson has been Executive Vice President - Chief
Operating Officer of the Company since February 2000. Mr.
Johnson was Vice President -
Chief Financial Officer of the Company from 1992 to
February 2000.

EDWARD F. LIMATO Mr. Limato has been Vice - Chairman of International
Creative Management, Inc. ("ICM"), a talent and literary
agency, since April 1988 and Co - President of ICM since
July 1999. He also serves on the ICM Board of Directors.

Directors Whose Terms Continue until the 2005 Annual Meeting

[Download Table]

RUSSELL M. GERTMENIAN Mr. Gertmenian has been a partner with Vorys, Sater,
Seymour and Pease LLP since 1979 and currently serves as
Vice - Chair of the firm's Executive Committee. Vorys,
Sater, Seymour and Pease LLP rendered legal services to the
Company during the 2003 fiscal year and continues to do so.
Mr. Gertmenian also serves as a director of AirNet Systems,
Inc.

ARCHIE M. GRIFFIN Mr. Griffin has been the President and Chief Executive
Officer of The Ohio State University Alumni Association,
Inc. since January 2004. Prior thereto, he served as the
Associate Director of Athletics at The Ohio State
University, Columbus, Ohio, from 1994 to 2003, after
serving more than nine years in various positions within
the Athletic and Employment Services Departments at The
Ohio State University. Mr. Griffin also serves as a
director of Motorists Mutual Insurance Group, a Trustee for
Diamond Hill Funds and a member of the governing committee
for The Columbus Foundation.

SAM N. SHAHID, JR. Mr. Shahid has been President/Creative Director of Shahid &
Company, Inc., an advertising and design agency, since
1993. Shahid & Company, Inc. has provided advertising and
design services for the Company since 1995. Fees paid to
Shahid & Company, Inc. by the Company for services provided
during the 2003 fiscal year were approximately $2.0
million.

DEF 14A 10th Page of 46 TOC 1st Previous Next ↓Bottom Just 10th
Directors Whose Terms Continue until the 2006 Annual Meeting

[Download Table]

JAMES B. BACHMANN Mr. Bachmann retired in 2003 as Managing Partner of the
Columbus, Ohio office of Ernst & Young LLP, after serving
in various management and audit engagement partner roles in
his 36 years with the firm. Mr. Bachmann also serves as a
director of Lancaster Colony Corporation.

LAUREN J. BRISKY Ms. Brisky has served as Vice Chancellor for Administration
and Chief Financial Officer of Vanderbilt University since
June 1999. Ms. Brisky serves as the financial liaison for
Vanderbilt University's Audit, Budget and Executive
Committees. She is responsible for Vanderbilt University's
financial management as well as administrative
infrastructure which includes such areas as facilities and
construction, human resources, information systems and
business operations. Ms. Brisky served as Associate Vice
Chancellor for Finance at Vanderbilt University from
September 1988 to June 1999 and as Associate Vice
Chancellor for Finance & Business and Assistant Treasurer
for Foundations from July 1984 to September 1988 and
Assistant Vice Chancellor for Business from August 1982 to
July 1984 at North Carolina State University. Ms. Brisky
also serves as a member of the Board of Trustees of Simmons
College.

MICHAEL S. JEFFRIES Mr. Jeffries has been Chairman of the Company since May
1998 and has been Chief Executive Officer of the Company
since February 1992. From February 1992 until May 1998, Mr.
Jeffries held the title of President of the Company. Under
the terms of the Amended and Restated Employment Agreement,
dated as of January 30, 2003, between the Company and Mr.
Jeffries, the Company is obligated to cause Mr. Jeffries to
be nominated as a director during his employment term.

JOHN W. KESSLER Mr. Kessler has been the owner of John W. Kessler Company,
a real estate development company, since 1972, and Chairman
of The New Albany Company, a real estate development
company, since 1988. From 1980 to June 2003, he also served
as Chairman of Marsh & McLennan Real Estate Advisors, Inc.,
a real estate consulting firm. Mr. Kessler also serves as a
director of Bank One Corporation.

There are no family relationships among any of the directors, nominees for
election as directors and executive officers of the Company.

MEETINGS OF AND COMMUNICATIONS WITH THE BOARD

The Board held six meetings and took action in writing without a meeting on
one occasion during the 2003 fiscal year. All of the incumbent directors
attended 75% or more of the aggregate of the total number of meetings of the
Board and of committees of the Board on which they served held during the period
they served.

Although the Company does not have a formal policy requiring members of the
Board to attend annual meetings of the stockholders, the Company encourages all
incumbent directors and director nominees to

DEF 14A 11th Page of 46 TOC 1st Previous Next ↓Bottom Just 11th
attend each annual meeting of stockholders. All of the eight then incumbent
directors attended the Company's last annual meeting of stockholders held on May
22, 2003.

In accordance with the Company's Corporate Governance Guidelines and
applicable NYSE Rules, the non-management directors of the Company will meet
(without management present) at regularly scheduled executive sessions at least
twice per year and at such other times as the directors deem necessary or
appropriate. Each executive session will be chaired by one of the non-management
directors, as determined prior to or at the beginning of each executive session
by the non-management directors. In addition, at least once a year, the
independent directors of the Company will meet in executive session.

The Board believes it is important for stockholders to have a process to
send communications to the Board and its individual members. Accordingly,
stockholders who wish to communicate with the Board, the non-management
directors as a group or a particular director may do so by sending a letter to
such individual or individuals, in care of the Company, to the Company's
executive offices at 6301 Fitch Path, New Albany, Ohio 43054. The mailing
envelope must contain a clear notation indicating that the enclosed letter is a
"Stockholder -- Non-Management Director Communication," "Stockholder -- Board
Communication" or "Stockholder -- Director Communication," as appropriate. All
such letters must identify the author as a stockholder and clearly state whether
the intended recipients are all members of the Board or certain specified
individual directors. Copies of all such letters will be circulated to the
appropriate director or directors. There is no screening process in respect of
stockholder communications.

COMMITTEES OF THE BOARD

The Board has four standing committees -- the Compensation Committee, the
Executive Committee, the Audit Committee and the Nominating and Board Governance
Committee.

Compensation Committee

The Compensation Committee is comprised of John W. Kessler (Chair) and
Archie M. Griffin. The Board has determined that each member of the Compensation
Committee qualifies as an independent director under the applicable NYSE Rules,
an outside director for purposes of Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code"), and a non-employee director
for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee is
organized and conducts its business pursuant to a written charter adopted by the
Board on April 8, 2004. A copy of the Compensation Committee's charter is posted
on the "Corporate Governance" page of the Company's website at
www.abercrombie.com. The Compensation Committee will periodically review and
reassess the adequacy of its charter in consultation with the Nominating and
Board Governance Committee and recommend changes to the full Board as necessary
to reflect changes in regulatory requirements, authoritative guidance and
evolving practices.

The Compensation Committee's charter sets forth the duties and
responsibilities of the Compensation Committee, which include: (a) reviewing and
approving the general compensation policy applicable to the Chief Executive
Officer and other officers of the Company identified in Rule 16a-1(f) under the
Exchange Act (the "Section 16 Officers"); (b) determining the methods and
criteria for review and evaluation of the performance of the Company's Section
16 Officers, including the corporate goals and objectives relevant to their
respective compensation; (c) evaluating the performance of the Company's Section
16 Officers in light of the approved corporate goals and objectives and
determining and approving the compensation of each Section 16 Officer based on
such evaluation; (d) evaluating existing, and, if directed by the Board,

DEF 14A 12th Page of 46 TOC 1st Previous Next ↓Bottom Just 12th
negotiating and approving proposed, employment contracts or severance
arrangement between the Company and its Section 16 Officers; (e) administering,
reviewing and making recommendations to the Board regarding the Company's
incentive-compensation plans, equity-based plans and other plans in accordance
with applicable laws, rules and regulations; (f) reviewing and approving the
compensation policy for the Company's non-associate directors and the
compensation of the non-associate directors; and (g) preparing an annual report
on executive compensation for inclusion in the Company's proxy statement.

The Compensation Committee held six meetings during the 2003 fiscal year.
The Compensation Committee's report on executive compensation for the 2003
fiscal year begins on page 22.

Executive Committee

The Executive Committee is comprised of Michael S. Jeffries (Chair),
Russell M. Gertmenian and John A. Golden. The Executive Committee may exercise,
to the fullest extent permitted by law and not delegated to another committee of
the Board, all of the powers and authority granted to the Board. The Executive
Committee may also declare dividends, authorize the issuance of stock and
authorize the seal of the Company to be affixed to papers that require it. The
Executive Committee took action in writing without a meeting on two occasions
during the 2003 fiscal year.

Audit Committee

The Audit Committee consists of John A. Golden (Chair), James B. Bachmann
and Lauren J. Brisky. In addition, Russell M. Gertmenian served as a member of
the Audit Committee during the 2003 fiscal year and until April 13, 2004. The
Board has determined that each current member of the Audit Committee qualifies
as an independent director under the applicable NYSE Rules and under SEC Rule
10A-3. In addition, Mr. Gertmenian qualified as an independent director under
the NYSE Rules which were applicable during the period he served on the Audit
Committee. The Board has also determined that each of James B. Bachmann, Lauren
J. Brisky and John A. Golden qualifies as an "audit committee financial expert"
for purposes of Item 401(h) of SEC Regulation S-K, by virtue of their experience
described on pages 6 and 7. The Board strongly believes that each member of its
Audit Committee is highly qualified to discharge his or her duties on behalf of
the Company and its subsidiaries.

The Audit Committee is organized and conducts its business pursuant to a
written charter adopted by the Board on April 8, 2004, which is attached to this
Proxy Statement as Appendix A. A copy of the Audit Committee's charter is also
posted on the "Corporate Governance" page of the Company's website at
www.abercrombie.com. At least annually, the Audit Committee reviews and
reassesses the adequacy of its charter and recommends any proposed changes to
the full Board as necessary to reflect changes in regulatory requirements,
authoritative guidance and evolving practices.

The Audit Committee's duties and responsibilities are set forth in its
charter. The primary functions of the Audit Committee are to assist the Board in
its oversight of: (1) the integrity of the Company's financial statements; (2)
the Company's compliance with legal and regulatory requirements; (3) the
independent auditors' qualifications and independence; and (4) the performance
of the Company's internal auditors and independent auditors. The Audit
Committee's specific responsibilities include: (1) reviewing the Company's
accounting procedures and policies; (2) reviewing the activities of the internal
auditors and the Company's independent auditors; (3) reviewing the independence,
qualifications and performance of the Company's independent auditors; (4)
selecting, appointing and retaining the Company's independent auditors for each
fiscal year and determining the terms of engagement; (5) reviewing and approving
in

DEF 14A 13th Page of 46 TOC 1st Previous Next ↓Bottom Just 13th
advance all audit and all permitted non-audit services; (6) setting hiring
policies for employees or former employees of the independent auditors; (7)
preparing an annual report for inclusion in the Company's proxy statement; and
(8) other matters required by applicable SEC Rules and NYSE Rules.

The Audit Committee held 16 meetings during the 2003 fiscal year. The Audit
Committee's report relating to the 2003 fiscal year begins on page 27.

Nominating and Board Governance Committee

The Nominating and Board Governance Committee is comprised of John A.
Golden and John W. Kessler. In addition, Russell M. Gertmenian served as a
member of the Nominating and Board Governance Committee during the 2003 fiscal
year and until April 13, 2004. The Board has determined that each current member
of the Nominating and Board Governance Committee qualifies as an independent
director under the applicable NYSE Rules. In addition, Mr. Gertmenian qualified
as an independent director under the NYSE Rules which were applicable during the
period he served on the Nominating and Board Governance Committee. The
Nominating and Board Governance Committee is organized and conducts its business
pursuant to a written charter adopted by the Board on April 8, 2004. A copy of
the Nominating and Board Governance Committee's charter is posted on the
"Corporate Governance" page of the Company's website at www.abercrombie.com. The
Nominating and Board Governance Committee will periodically review and reassess
the adequacy of its charter and recommend any proposed changes to the full Board
as necessary to reflect changes in regulatory requirements, authoritative
guidance and evolving practices.

The purpose of the Nominating and Board Governance Committee is to provide
oversight on a broad range of issues surrounding the composition and operation
of the Board. The primary responsibilities of the Nominating and Board
Governance Committee include: (1) establishing and articulating the
qualifications, desired background and selection criteria for members of the
Board; (2) developing a policy with regard to the consideration of candidates
for election or appointment to the Board recommended by stockholders of the
Company and procedures to be followed by stockholders in submitting such
recommendations; (3) making recommendations to the full Board concerning all
nominees for Board membership, including the re-election of existing Board
members and the filling of any vacancies; (4) evaluating and making
recommendations to the full Board concerning the number and responsibilities of
Board committees and committee assignments; (5) periodically reviewing and
making recommendations to the Compensation Committee regarding director
compensation and stock ownership; (6) developing, recommending, and periodically
reviewing, a set of written corporate governance principles applicable to the
Company in accordance with the applicable NYSE Rules; and (6) overseeing the
evaluation of the Board and management.

The Nominating and Board Governance Committee held four meetings during the
2003 fiscal year.

NOMINATING PROCEDURES

As described above, the Company has a standing Nominating and Board
Governance Committee that has responsibility for providing oversight on a broad
range of issues surrounding the composition and operation of the Board,
including identifying candidates qualified to become directors and recommending
director nominees to the Board.

When considering candidates for the Board, the Nominating and Board
Governance Committee evaluates the entirety of each candidate's credentials and
does not have specific eligibility requirements or
10

DEF 14A 14th Page of 46 TOC 1st Previous Next ↓Bottom Just 14th
minimum qualifications that must be met by a Nominating and Board Governance
Committee - recommended nominee. The Nominating and Board Governance Committee
considers those factors it considers appropriate, including judgment, skill,
diversity, strength of character, experience with businesses and organizations
of comparable size or scope, experience as an executive of or adviser to public
and private companies, experience and skill relative to other Board members,
specialized knowledge or experience, and the desirability of the candidate's
membership on the Board and any committees of the Board. Depending on the
current needs of the Board, the Nominating and Board Governance Committee may
weigh certain factors more or less heavily. The Nominating and Board Governance
Committee does, however, believe that all members of the Board should have the
highest character and integrity, a reputation for working constructively with
others, sufficient time to devote to Board matters and no conflict of interest
that would interfere with performance as a director.

The Nominating and Board Governance Committee considers candidates for the
Board from any reasonable source, including stockholder recommendations, and
does not evaluate candidates differently based on who has made the
recommendation. Pursuant to its charter, the Nominating and Board Governance
Committee has the authority to retain consultants and search firms to assist in
the process of identifying and evaluating candidates and to approve the fees and
other retention terms for any such consultant or search firm. No such consultant
or search firm has been used to date, and, accordingly, no fees have been paid
to any such consultant or search firm.

Stockholders may recommend director candidates for consideration by the
Nominating and Board Governance Committee by giving written notice of the
recommendation to the Chair of the Nominating and Board Governance Committee, in
care of the Company, to the Company's executive offices at 6301 Fitch Path, New
Albany, Ohio 43054. The recommendation should include the candidate's name, age,
business address, residence address and principal occupation. The recommendation
should also describe the qualifications, attributes, skills or other qualities
possessed by the recommended director candidate. A written statement from the
candidate consenting to serve as a director, if elected, should accompany any
such recommendation.

The Board, taking into account the recommendations of the Nominating and
Board Governance Committee, selects nominees for election as directors at each
annual meeting of stockholders. In addition, stockholders wishing to nominate
directors for election may do so provided they comply with the nomination
procedures set forth in the Company's Amended and Restated Bylaws. Each
stockholder nomination must be delivered in person or mailed by United States
certified mail to the Secretary of the Company and received not less than 120
days nor more than 150 days before the first anniversary date of the Company's
proxy statement in connection with the last annual meeting of stockholders. The
Secretary of the Company will deliver any stockholder nominations received in a
timely manner for review by the Nominating and Board Governance Committee. Each
stockholder nomination must contain the following information: (a) the name and
address of the nominating stockholder; (b) the name, age, business address and,
if known, residence address of the nominee; (c) the principal occupation or
employment of the nominee; (d) the class and number of shares of the Company
beneficially owned by the nominating stockholder and the nominee; (e) a
representation that the nominating stockholder intends to appear at the meeting
in person or by proxy to submit the nomination; (f) any other information
concerning the nominee that must be disclosed of nominees in proxy solicitations
under applicable SEC Rules; and (g) a description of any arrangement or
understanding between the nominating stockholder and the nominee or any other
person providing for the nomination. Each nomination must be accompanied by the
written consent of the proposed nominee to be named in the proxy statement and
to serve if elected. No person may be elected as

DEF 14A 15th Page of 46 TOC 1st Previous Next ↓Bottom Just 15th
a director unless he or she has been nominated by a stockholder in the manner
just described or by the Board or a committee of the Board.

CORPORATE GOVERNANCE GUIDELINES

In accordance with applicable NYSE Rules, the Board has adopted the
Abercrombie & Fitch Co. Corporate Governance Guidelines to promote the effective
functioning of the Board and its committees and to reflect the Company's
commitment to the highest standards of corporate governance. The Board, with the
assistance of the Nominating and Board Governance Committee, periodically
reviews the Corporate Governance Guidelines to ensure they are in compliance
with all applicable requirements. The Corporate Governance Guidelines are
available on the "Corporate Governance" page of the Company's website at
www.abercrombie.com.

CODE OF BUSINESS CONDUCT AND ETHICS

In accordance with applicable NYSE Rules and SEC Rules, the Board has
adopted the Abercrombie & Fitch Co. Code of Business Conduct and Ethics which is
available on the "Corporate Governance" page of the Company's website at
www.abercrombie.com.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

John W. Kessler serves as Chair of the Compensation Committee. His
son-in-law, Thomas D. Lennox, is employed by the Company as Director, Investor
Relations & Corporate Communications, a non-executive position. During the 2003
fiscal year, Mr. Lennox received compensation in excess of $100,000.

EXECUTIVE OFFICERS

In addition to Messrs. Jeffries and Johnson, Diane Chang, Carole L. Kerner,
David L. Leino, Leslee K. O'Neill and Susan J. Riley also serve as executive
officers of the Company. The following information, as of March 26, 2004, has
been furnished to the Company by each executive officer. Ms. Chang, age 48, has
been Senior Vice President - Sourcing of the Company since February 2000. Prior
thereto, she held the position of Vice President - Sourcing of the Company from
May 1998 to February 2000, and, for six and one-half years prior thereto, was
Senior Vice President - Manufacturing at J. Crew, Inc., a clothing retailer. Ms.
Kerner, age 51, has been Senior Vice President - General Merchandise Manager for
the new lifestyle brand of the Company since June 2003, after working for the
Company as an employee since September 2002. Prior thereto, Ms. Kerner held the
position of President at Donna Karan and DKNY womens apparel, a clothing
retailer, from June 1998 to September 2002. Mr. Leino, age 40, has been Senior
Vice President - Stores of the Company since February 2000. Prior thereto, Mr.
Leino held the position of Vice President - Stores of the Company from February
1996 to February 2000. Ms. O'Neill, age 43, has been Senior Vice
President - Planning and Allocation of the Company since February 2000. Prior
thereto, she held the position of Vice President - Planning & Allocation of the
Company from February 1994 to February 2000. Ms. Riley, age 45, was named Senior
Vice President - Chief Financial Officer of the Company in February 2004. Prior
thereto, Ms. Riley held the position of Chief Financial Officer at The Mount
Sinai Medical Center in New York from August 2002 to November 2003, at The Dial
Corporation, a consumer products company, from August 1997 to August 2000 and at
Tambrands Inc., a personal care products company, from December 1995 to July
1997. Prior to becoming Chief Financial Officer at Tambrands Inc., Ms. Riley
served in a variety of financial positions of increasing responsibility from
1987

DEF 14A 16th Page of 46 TOC 1st Previous Next ↓Bottom Just 16th
to 1995. Her background also includes experience as Vice President and Treasurer
of Colgate-Palmolive Company, a consumer products company, where she served from
January 2001 to August 2002.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table furnishes information regarding the beneficial
ownership of shares of Common Stock by each of the directors of the Company, by
each of the executive officers of the Company and by all current executive
officers and directors of the Company as a group, as well as certain other
information, in each case as of March 26, 2004.

[Enlarge/Download Table]

NUMBER OF
SHARES OF
DIRECTOR COMMON STOCK
NAME, POSITION WITH THE COMPANY CONTINUOUSLY TERM BENEFICIALLY PERCENT
AND/OR PRINCIPAL OCCUPATION, AGE SINCE EXPIRES OWNED(1) OF CLASS(2)
-------------------------------- ------------ ------- ------------ -----------

James B. Bachmann........................ 2003 2006 0 **
Director of the Company; Retired
Managing Partner of Columbus, Ohio
Office of Ernst & Young LLP, 61

Lauren J. Brisky......................... 2003 2006 0 **
Director of the Company; Vice
Chancellor for Administration and Chief
Financial Officer of Vanderbilt
University, 53

Diane Chang.............................. * * 137,656(3) **
Senior Vice President - Sourcing of the
Company, 48

Russell M. Gertmenian.................... 1999 2005 52,459(3)(4) **
Director of the Company; Partner with
Vorys, Sater, Seymour and Pease LLP, 56

John A. Golden........................... 1998 2004 122,178(3)(4) **
Director of the Company; President of
John A. Golden Associates, Inc. and
Retired Partner of The Goldman Sachs
Group, L.P., 59

Archie M. Griffin........................ 2000 2005 27,733(3)(4) **
Director of the Company; President and
Chief Executive Officer of The Ohio
State University Alumni Association,
Inc., 49

Michael S. Jeffries...................... 1996 2006 5,144,813(3)(5) 5.2%
Director and Chairman and Chief
Executive Officer of the Company, 59

Seth R. Johnson.......................... 1998 2004 470,417(3) **
Director and Executive Vice
President - Chief Operating Officer of
the Company, 50

Carole L. Kerner......................... * * 237 **
Senior Vice President - General
Merchandise Manager of the Company, 51
(6)

DEF 14A 17th Page of 46 TOC 1st Previous Next ↓Bottom Just 17th
[Enlarge/Download Table]

John W. Kessler.......................... 1998 2006 47,514(3)(4) **
Director of the Company; Owner of John
W. Kessler Company; Chairman of The New
Albany Company, 68

David L. Leino........................... * * 165,667(3) **
Senior Vice President - Stores of the
Company, 40

Edward F. Limato......................... 2003 2004 0 **
Director of the Company; Vice -
Chairman and Co - President of
International Creative Management,
Inc., 67

Leslee K. O'Neill........................ * * 313,846(3) **
Senior Vice President - Planning and
Allocation of the Company, 43

Susan J. Riley........................... * * 0 **
Senior Vice President - Chief Financial
Officer of the Company, 45 (7)

Sam N. Shahid, Jr. ...................... 1998 2005 58,539(3)(4) **
Director of the Company;
President/Creative Director of Shahid &
Company, Inc., 62

All current executive officers and
directors as a group (15 persons)...... * * 6,541,059(3)(4) 6.5%

---------------

* Not applicable.

** Less than 1%.

(1) Unless otherwise indicated, each individual has voting and dispositive power
over the listed shares of Common Stock and such voting and dispositive power
is exercised solely by the named individual or shared with a spouse.

(2) The percent of class is based upon the sum of 94,445,669 shares of Common
Stock outstanding on March 26, 2004; the number of shares of Common Stock,
if any, as to which the named individual has the right to acquire beneficial
ownership upon the exercise of options which are currently exercisable or
will become exercisable by May 25, 2004; and the number of shares of Common
Stock, if any, credited to the named individual's account under the
Directors' Deferred Compensation Plan.

(3) Includes the following number of shares of Common Stock issuable upon the
exercise of outstanding options which are currently exercisable or will
become exercisable by May 25, 2004: Ms. Chang, 135,042; Mr. Gertmenian,
45,000; Mr. Golden, 53,000; Mr. Griffin, 25,500; Mr. Jeffries, 5,029,296;
Mr. Johnson, 414,168; Mr. Kessler, 39,000; Mr. Leino, 163,259; Ms. O'Neill,
281,575; Mr. Shahid, 53,000; and all current executive officers and
directors as a group, 6,238,840.

(4) Includes the following number of shares of Common Stock credited to the
stock accounts of the named directors or the current directors as a group
under the Directors' Deferred Compensation Plan:

DEF 14A 18th Page of 46 TOC 1st Previous Next ↓Bottom Just 18th
Mr. Gertmenian, 4,559 shares; Mr. Golden, 4,124 shares; Mr. Griffin, 2,233
shares; Mr. Kessler, 4,710 shares; Mr. Shahid, 1,481 shares; and all current
directors as a group, 17,107 shares. Each director's only right with respect
to his stock account (and the amounts allocated thereto) will be to receive
distribution of the amount in his stock account in accordance with the terms
of the Directors' Deferred Compensation Plan.

(5) Does not include 1,000,000 shares of Common Stock subject to the career
share award granted to Mr. Jeffries under the terms of his Amended and
Restated Employment Agreement, dated as of January 30, 2003, which is
described in "EMPLOYMENT AGREEMENTS AND OTHER TRANSACTIONS WITH CERTAIN
EXECUTIVE OFFICERS" at page 21.

(6) Ms. Kerner became an executive officer of the Company on June 16, 2003.

(7) Ms. Riley became an executive officer of the Company on February 23, 2004.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows, for the last three fiscal years, the cash
compensation and other benefits paid or provided by the Company to each of the
named executive officers.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

LONG-TERM COMPENSATION
---------------------------
AWARDS
---------------------------
ANNUAL COMPENSATION SHARES
-------------------------------------------- RESTRICTED UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL OTHER ANNUAL STOCK OPTIONS ALL OTHER
DURING 2003 FISCAL YEAR YEAR SALARY ($) BONUS ($)(1) COMPENSATION ($) AWARDS ($)(2) GRANTED (#) COMPENSATION ($)
--------------------------- ------ ---------- ------------ ---------------- ------------- ----------- ----------------

Michael S. Jeffries........ 2003 $1,200,000 $ 673,920 $204,966(3) $ -- 91,122 $342,973(4)
Chairman and Chief 2002 $1,184,615 $1,900,800 $464,543(5) $27,868,408(6) 2,096,950 $333,975
Executive Officer 2001 $ 997,115 $ 854,400 $161,951(7) $ 534,000 489 $255,003

Seth R. Johnson............ 2003 $ 817,788 $ 386,100 $ 31,851(8) $ 132,444 5,374 $208,594(4)
Executive Vice 2002 $ 738,462 $ 990,000 $ 29,422(9) $ 356,136 305,717 $189,791
President -
Chief Operating Officer 2001 $ 594,231 $ 427,200 $ -- $ 178,000 163 $140,124

Diane Chang................ 2003 $ 596,154 $ 140,400 $ -- $ 79,466 3,224 $118,695(4)
Senior Vice President - 2002 $ 546,154 $ 363,000 $ -- $ 213,682 104,390 $108,729
Sourcing 2001 $ 498,558 $ 178,000 $ -- $ 106,800 30,098 $ 86,790

Leslee K. O'Neill.......... 2003 $ 596,154 $ 168,480 $ -- $ 79,466 2,424 $125,503(4)
Senior Vice President - 2002 $ 544,231 $ 435,600 $ -- $ 213,682 202,989 $114,419
Planning and Allocation 2001 $ 467,789 $ 202,920 $ -- $ 106,800 65 $ 90,796

Carole L. Kerner........... 2003 $ 470,769 $ 404,000 $ 23,442(11) $ 66,222 75,000 $ 22,000(4)
Senior Vice President - 2002 $ -- $ -- $ -- $ -- -- $ --
General Merchandise 2001 $ -- $ -- $ -- $ -- -- $ --
Manager (10)

---------------

(1) Represents for each fiscal year, the aggregate of the performance-based
incentive compensation for the Spring and Fall selling seasons for each
individual other than Ms. Kerner. For Ms. Kerner, represents the hiring
bonus paid by the Company on September 22, 2003 in connection with her
becoming an executive officer of the Company ($350,000) and her
performance-based incentive compensation for the Fall selling season
($54,000).

DEF 14A 19th Page of 46 TOC 1st Previous Next ↓Bottom Just 19th
(2) Represents for each individual, the grants of restricted shares of Common
Stock for the specified fiscal year. The dollar amounts reflected in this
table are based on the fair market value (closing price) of the Company's
Common Stock on the date on which the grants were made.

On February 13, 2004, 4,680, 2,808, 2,808 and 2,340 restricted shares of
Common Stock were granted to Mr. Johnson, Ms. Chang, Ms. O'Neill and Ms.
Kerner, respectively, based on the business performance for the 2003 fiscal
year. The per share fair market value of the Company's Common Stock on the
grant date was $28.30. These awards vested 10% on the grant date and will
vest 20%, 30% and 40% on the first, second and third anniversaries of the
grant date, respectively, subject, in each case, to the holder's continued
employment with the Company.

On February 14, 2003, 39,600, 13,200, 7,920 and 7,920 restricted shares of
Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang and Ms.
O'Neill, respectively, based on business performance for the 2002 fiscal
year. The per share fair market value of the Company's Common Stock on the
grant date was $26.98. These awards vested 10% on the grant date and 20% on
the first anniversary of the grant date and will vest 30% and 40% on the
second and third anniversaries of the grant date, respectively, subject, in
each case, to the holder's continued employment with the Company.

On February 4, 2002, 21,360, 7,120, 4,272 and 4,272 restricted shares of
Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang and Ms.
O'Neill, respectively, based on business performance for the 2001 fiscal
year. The per share fair market value of the Company's Common Stock on the
grant date was $25.00. These awards vested 10% on the grant date, 20% on
the first anniversary of the grant date and 30% on the second anniversary
of the grant date and will vest 40% on the third anniversary of the grant
date, subject to the holder's continued employment with the Company.

As of January 31, 2004, the aggregate holdings of restricted shares of
Common Stock and the market value of such holdings for the named
individuals were: Mr. Jeffries, 954,504 shares, $24,751,654; Mr. Johnson,
18,168 shares, $470,551; Ms. Chang, 10,901 shares, $282,331; Ms. O'Neill,
10,640 shares, $275,576; and Ms. Kerner, 1,350 shares, $34,965 (based on
the $25.90 per share fair market value of the Company's Common Stock as of
Friday, January 30, 2004). The holdings of Mr. Johnson, Ms. Chang,
Ms. O'Neill and Ms. Kerner do not include the 4,680, 2,808, 2,808 and 2,340
restricted shares of Common Stock, respectively, granted on February 13,
2004 as noted in the second paragraph of this footnote since those
restricted shares of Common Stock were granted after the end of the 2003
fiscal year.

Dividends will not be paid or accrue and no voting rights will exist with
respect to the restricted shares of Common Stock until they vest.

(3) Represents personal use of the Company's airplane ($124,850), life
insurance premiums paid for by the Company ($51,570) and attorneys' fees
paid for by the Company ($28,546).

(4) Represents, for each individual, the amount of employer matching and
supplemental contributions allocated to his or her account under certain of
the Company's qualified and non-qualified defined contribution plans during
the 2003 calendar year.

(5) Represents personal use of the Company's airplane ($157,505), forgiveness
of interest related to the replacement promissory note dated January 1,
2002 issued to the Company ($255,469) and life insurance premiums paid for
by the Company ($51,569).

(6) Under the terms of his Amended and Restated Employment Agreement, dated as
of January 30, 2003, on that date, the Company granted a career share award
to Mr. Jeffries representing the right to receive

DEF 14A 20th Page of 46 TOC 1st Previous Next ↓Bottom Just 20th
1,000,000 shares of Common Stock. This award will vest on December 31, 2008
if Mr. Jeffries remains employed with the Company. A pro rata portion of
the award may vest earlier upon Mr. Jeffries' death or permanent and total
disability or termination of his employment by the Company without cause or
by Mr. Jeffries with good reason and will vest in full upon a change of
control of the Company. Mr. Jeffries will not receive any of the shares of
Common Stock subject to the career share award until after the award has
vested and the delivery date specified in the Amended and Restated
Employment Agreement occurred. See "EMPLOYMENT AGREEMENTS AND OTHER
TRANSACTIONS WITH CERTAIN EXECUTIVE OFFICERS" at page 21 for more
information on Mr. Jeffries' Amended and Restated Employment Agreement. On
January 30, 2003, the per share fair market value of the Company's Common
Stock was $26.80. As of January 31, 2004, the market value of the 1,000,000
shares of Common Stock subject to the career share award was $25,900,000.

(7) Represents personal use of the Company's airplane ($110,571) and life
insurance premiums paid for by the Company ($51,380).

(8) Represents personal use of the Company's airplane.

(9) Represents personal use of the Company's airplane.

(10) Ms. Kerner became an executive officer of the Company on June 16, 2003.

(11) Represents relocation expenses paid by the Company.

LONG-TERM INCENTIVE PLAN AWARDS

Other than the performance awards of restricted shares of Common Stock
granted to the named executive officers as disclosed in the Summary Compensation
Table, no long-term incentive plan awards were granted in respect of the 2003
fiscal year to the named executive officers.

OPTIONS

The following table summarizes information concerning options granted to
the named executive officers under the Company's 2002 Stock Plan for Associates
during the Company's 2003 fiscal year.

OPTION GRANTS IN 2003 FISCAL YEAR

[Enlarge/Download Table]

POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF ANNUAL RATES OF STOCK
SHARES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM ($)(2)
OPTIONS ASSOCIATES PRICE EXPIRATION -----------------------
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SHARE) DATE 5% 10%
---- -------------- -------------- --------- ---------- ---------- ----------

Michael S. Jeffries..... 91,122 16.51% $26.98 02/14/13 $1,546,120 $3,918,171
Seth R. Johnson......... 5,374 0.97% $26.98 02/14/13 $ 91,184 $ 231,078
Diane Chang............. 3,224 0.58% $26.98 02/14/13 $ 54,703 $ 138,629
Leslee K. O'Neill....... 2,424 0.44% $26.98 02/14/13 $ 41,129 $ 104,230
Carole L. Kerner........ 75,000 13.59% $27.27 06/16/13 $1,286,247 $3,259,602

---------------

(1) On February 14, 2003, options covering 91,122, 5,374, 3,224 and 2,424 shares
of Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang and Ms.
O'Neill, respectively. These options vest 25%

DEF 14A 21st Page of 46 TOC 1st Previous Next ↓Bottom Just 21st
on the first through fourth anniversaries of the grant date, subject to
continued employment with the Company.

On June 16, 2003, options covering 75,000 shares of Common Stock were granted
to Ms. Kerner. These options vest 25% on the first through fourth
anniversaries of the grant date, subject to continued employment with the
Company.

Each of these options becomes fully exercisable in the event of defined
changes of control of the Company. If an option holder's employment is
terminated by reason of total disability, these options may thereafter be
exercised in full for the first nine months that the option holder receives
benefits under the Company's long-term disability program, subject to their
stated term. If an option holder's employment is terminated by reason of
death, these options may thereafter be exercised in full for a period of one
year, subject to their stated term. If an option holder's employment is
terminated for any other reason, any exercisable options held by the option
holder at the date of termination may be exercised for a period of 90 days,
subject to their stated term. At the discretion of the Compensation
Committee, the options may have a tax withholding feature which allows the
option holder, in lieu of paying cash to satisfy any tax withholding
obligation, to have the Company commensurably reduce the number of shares of
Common Stock which the option holder would otherwise receive upon exercise of
the option.

(2) The dollar amounts reflected in this table are the result of calculations at
the 5% and 10% annual appreciation rates set by the SEC for illustrative
purposes, and assume the options are held until their respective expiration
dates. These dollar amounts are not intended to forecast future financial
performance or possible future appreciation in the price of the Company's
shares of Common Stock. Stockholders are, therefore, cautioned against
drawing any conclusions from the appreciation data shown, aside from the
fact that option holders will only realize value from the option grants
shown if the price of the Company's Common Stock appreciates, which benefits
all stockholders commensurately.

The following table summarizes information concerning options exercised
during the Company's 2003 fiscal year by each of the named executive officers
and the number and value of shares of Common Stock subject to unexercised
options held as of the end of the 2003 fiscal year by those individuals.

AGGREGATED OPTION EXERCISES IN 2003 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

[Enlarge/Download Table]

NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END (#) FISCAL YEAR-END ($)
ACQUIRED ON VALUE --------------------------- -----------------------------------
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE (2) UNEXERCISABLE (2)
---- ------------ --------------- ----------- ------------- --------------- -----------------

Michael S. Jeffries.. 800,000 $16,668,474 4,396,449 5,914,351 $45,932,972 $15,542,042
Seth R. Johnson...... 232,500 $ 4,041,832 308,580 509,008 $ 1,199,759 $ 1,735,194
Diane Chang.......... -- -- 90,720 158,424 $ 1,186,365 $ 1,134,808
Leslee K. O'Neill.... 79,546 $ 1,025,278 165,374 354,861 $ 478,006 $ 1,674,081
Carole L. Kerner..... -- -- -- 75,000 $ -- $ 0(3)

DEF 14A 22nd Page of 46 TOC 1st Previous Next ↓Bottom Just 22nd
---------------

(1) Calculated on the basis of the number of shares of Common Stock as to which
options were exercised, multiplied by the excess of the fair market value of
a share of Common Stock on the exercise date over the exercise price of each
option exercised.

(2) "Value of Unexercised In-the-Money Options at Fiscal Year-End" is calculated
on the basis of the number of shares of Common Stock subject to each option,
multiplied by the excess of the fair market value of a share of Common Stock
on the last trading day prior to fiscal year-end ($25.90), over the exercise
price of the option.

(3) None of the options held by Ms. Kerner were in-the-money at the end of the
2003 fiscal year.

COMPENSATION OF DIRECTORS

During the period of the 2003 fiscal year prior to May 22, 2003, directors
who were not associates of the Company or its subsidiaries ("non-associate
directors") received quarterly retainers of $6,250 (increased by $750 for each
committee chair held), plus a fee of $1,000 for each Board meeting attended
($400 for a telephonic meeting) and, as committee members, received $600 for
each committee meeting attended ($200 for a telephonic meeting). Each action in
writing taken by the Board or any Board committee prior to May 22, 2003 entitled
each non-associate director to be paid $200. Beginning May 22, 2003,
non-associate directors have received quarterly retainers of $8,750 (increased
by $5,000 for each committee chair held), plus a fee of $2,000 for each Board or
Board committee meeting attended (including telephonic meetings). Non-associate
directors are reimbursed for their expenses for attending Board meetings or
Board committee meetings. Associates and officers who are directors receive no
additional compensation for services rendered as directors.

The Company has maintained the Directors' Deferred Compensation Plan since
October 1, 1998. The Directors' Deferred Compensation Plan was amended and
restated May 22, 2003. Voluntary participation in the Directors' Deferred
Compensation Plan enables a non-associate director of the Company to defer all
or a part of his or her quarterly retainers, meeting fees and stock-based
incentives (including options, restricted shares of Common Stock and stock units
relating to shares of Common Stock), including federal income tax thereon. The
deferred compensation is credited to a stock account where it is converted into
a share equivalent. Stock-based incentives deferred pursuant to the Directors'
Deferred Compensation Plan are credited as shares of Common Stock. Amounts
otherwise payable in cash are converted into a share equivalent based on the
fair market value of the Company's Common Stock on the date the amount is
credited to a non-associate director's stock account. Cash dividends will be
credited on the shares of Common Stock credited to a non-associate director's
stock account and converted into a share equivalent. Each non-associate
director's only right with respect to his or her stock account (and the amounts
allocated thereto) will be to receive distribution of the amount in the
non-associate director's stock account in accordance with the terms of the
Directors' Deferred Compensation Plan. Distribution of the deferred amount is
made in the form of a single lump sum transfer of the whole shares of Common
Stock represented by the share equivalent in the non-associate director's stock
account (plus cash representing the value of fractional shares) or annual
installments in accordance with the election made by the non-associate director.
Shares of Common Stock will be distributed under the 2003 Stock Plan for
Non-Associate Directors (the "2003 Director Stock Plan") in respect of deferred
compensation allocated to non-associate directors' stock accounts on or after
May 22, 2003 and under the 1996 Stock Plan for Non-Associate Directors (1998
Restatement) (the "1998 Director Stock Plan") in respect of deferred
compensation allocated to non-associate directors' stock accounts prior to May
22, 2003. For the period from January 1, 2003 to May 22, 2003, any portion of a
non-associate director's quarterly retainers, meeting fees and stock-

DEF 14A 23rd Page of 46 TOC 1st Previous Next ↓Bottom Just 23rd
based incentives which was not deferred through participation in the Directors'
Deferred Compensation Plan, was paid to the non-associate director in cash.

Under the 2003 Director Stock Plan, on the first business day of each of
the second fiscal quarter and the fourth fiscal quarter of each fiscal year of
the Company, beginning after May 22, 2003, each non-associate director then
serving has been and will continue to be granted an option to purchase 2,500
shares of Common Stock which will vest and become exercisable in full on the
first anniversary of the grant date, subject to continued service as a director.
The options become fully exercisable in the event of defined changes of control
or upon the death or total disability of a non-associate director. The options
remain exercisable until the earlier of: (a) the tenth anniversary of the grant
date; or (b) one year after the non-associate director ceases to be a member of
the Board.

In addition, under the 2003 Director Stock Plan, on the first business day
of each fiscal year of the Company, beginning after May 22, 2003, each
non-associate director then serving has been and will continue to be granted
stock units representing the right to receive that number of shares of Common
Stock of the Company which equals the number determined by dividing (i) $60,000
by (ii) the average of the closing sales prices of a share of Common Stock on
NYSE during the 20-trading-day period immediately preceding the date of grant.
Each stock unit will vest in full on the first anniversary of the grant date,
subject to continued service as a director. The stock units will become fully
vested in the event of certain changes of control or upon the death or total
disability of a non-associate director.

The Board may also from time to time grant options, restricted shares of
Common Stock and stock units to the non-associate directors in addition to the
nondiscretionary option and stock unit grants described above. On May 22, 2003,
Archie M. Griffin was granted an option to purchase 20,000 shares of Common
Stock with an exercise price equal to the fair market value of the shares of
Common Stock on that date. This option has the same vesting schedule and will
remain exercisable under the same terms as the options which had been granted
prior to May 22, 2003 under the 1998 Director Stock Plan to non-associate
directors who had served as such for at least three years as described below.
Mr. Griffin would have been granted an option under the 1998 Director Stock Plan
on the first business day after August 1, 2000, his three-year anniversary as a
director, if the 1998 Director Stock Plan had not been terminated as of May 22,
2003 due to insufficient shares of Common Stock remaining available thereunder
for future awards.

Under the 1998 Director Stock Plan, each non-associate director first
elected prior to July 16, 1998 was granted, on July 16, 1998, an option to
purchase 10,000 shares of Common Stock. Each non-associate director first
elected on or after July 16, 1998 and prior to October 26, 2000, was granted, on
the date first elected, an option to purchase 10,000 shares of Common Stock.
Each non-associate director first elected on or after October 26, 2000 and prior
to May 22, 2003 was granted, on the date first elected, an option to purchase
20,000 shares of Common Stock. On the first business day of each fiscal year,
beginning after July 16, 1998 and prior to October 26, 2000, each non-associate
director then serving was granted an option to purchase 2,000 shares of Common
Stock. On the first business day of each fiscal year beginning after October 26,
2000 and prior to May 22, 2003, each non-associate director then serving was
granted an option to purchase 4,000 shares of Common Stock. On November 15,
2001, each non-associate director who had served as such for at least three
years was granted an option to purchase 20,000 shares of Common Stock. Between
November 15, 2001 and May 22, 2003, each non-associate director then serving was
granted an option to purchase 20,000 shares of Common Stock on the first
business day immediately following the third anniversary of his or her first
election or appointment to the Board.

DEF 14A 24th Page of 46 TOC 1st Previous Next ↓Bottom Just 24th
The 1998 Director Stock Plan was terminated as of May 22, 2003 in respect
of future grants of options and issuances and distributions of shares of Common
Stock other than issuances of shares of Common Stock upon exercise of options
granted under the 1998 Director Stock Plan which remained outstanding as of May
21, 2003 and issuances and distributions of shares of Common Stock in respect of
deferred compensation allocated to non-associate directors' stock accounts under
the Directors' Deferred Compensation Plan as of May 21, 2003.

The exercise price of each option granted under the 1998 Director Stock
Plan was equal to the fair market value of the Company's Common Stock on the
grant date. Each option granted prior to November 1, 2001 vested and will vest
as to 25% of the shares of Common Stock subject thereto on the first through
fourth anniversaries of the grant date, subject to continued service as a
director. Each option granted on or after November 1, 2001 vested and will vest
as to 25% of the shares of Common Stock subject thereto on the grant date and
the first through third anniversaries thereof, subject to continued service as a
director. The options become fully exercisable in the event of defined changes
of control of the Company or upon the death or total disability of a director.
The options remain exercisable until the earlier to occur of (a) the tenth
anniversary of the grant date; (b) the first anniversary of the date the
non-associate director ceases to be a member of the Board other than by reason
of total disability; or (c) nine months after the non-associate director has
been determined to be totally disabled.

EMPLOYMENT AGREEMENTS AND OTHER TRANSACTIONS WITH CERTAIN EXECUTIVE OFFICERS

In May 1997, the Company entered into an employment agreement with Michael
S. Jeffries under which Mr. Jeffries served as Chairman and Chief Executive
Officer. On January 30, 2003, the Company amended and restated Mr. Jeffries'
employment agreement, with the objective of securing the continued services and
employment of Mr. Jeffries through December 31, 2008. Under Mr. Jeffries'
Amended and Restated Employment Agreement, the Company is obligated to cause Mr.
Jeffries to be nominated as a director.

Mr. Jeffries' Amended and Restated Employment Agreement provides for a base
salary of $1,000,000 per year or such larger amount as the Compensation
Committee may from time to time determine (his base salary for the 2003 fiscal
year was $1,200,000). Mr. Jeffries' Amended and Restated Employment Agreement
also provides for incentive compensation performance plan participation as
determined by the Compensation Committee. Mr. Jeffries' annual target bonus
opportunity is to be at least 120% of his base salary upon attainment of target,
subject to a maximum bonus opportunity of 240% of base salary (his target bonus
opportunity was 120% of his base salary for the 2003 fiscal year). Mr. Jeffries'
Amended and Restated Employment Agreement provides for a career share award
representing the right to receive 1,000,000 shares of Common Stock. The career
share award vests on December 31, 2008 if Mr. Jeffries remains employed with the
Company and will vest in full upon a "change of control" of the Company (as
defined in the Amended and Restated Employment Agreement). In exchange for the
career share award grant, Mr. Jeffries will forego participation, in respect of
fiscal years after the 2002 fiscal year, in the Company's program under which
executive officers are eligible to receive annual grants of restricted shares of
Common Stock. Mr. Jeffries' Amended and Restated Employment Agreement also
provides for a stay bonus of $12 million provided Mr. Jeffries is employed by
the Company through December 31, 2008 and for term life insurance coverage in
the amount of $10 million.

Under Mr. Jeffries' Amended and Restated Employment Agreement, if he is
terminated by the Company other than for "cause" (as defined in the Amended and
Restated Employment Agreement) or he leaves for "good reason" (as defined in the
Amended and Restated Employment Agreement) prior to a
21

DEF 14A 25th Page of 46 TOC 1st Previous Next ↓Bottom Just 25th
change of control of the Company, he will receive any compensation earned but
not yet paid and continue to receive his then current base salary and medical,
dental and other employee welfare benefits for two years after the termination
date. Additionally, the career share award would become vested based on
completed years of service and the Company would pay a $12 million stay bonus
and continue to pay the premium on Mr. Jeffries' term life insurance policy
until December 31, 2008. If Mr. Jeffries' employment is terminated by the
Company other than for cause or he leaves for good reason within two years after
a change of control, he will receive any compensation earned but not yet paid
and a lump sum payment equal to two times his then current base salary.
Additionally, he would continue to receive medical, dental and other employee
welfare benefits for two years after the termination date, the career share
award would become vested in full and the Company would pay a $12 million stay
bonus and continue to pay the premium on Mr. Jeffries' term life insurance
through December 31, 2008. If Mr. Jeffries' employment is terminated by the
Company for cause, by Mr. Jeffries other than for good reason or by reason of
Mr. Jeffries' retirement, the Company will pay him any compensation earned but
not yet paid and the career share award will immediately be forfeited. If Mr.
Jeffries voluntarily terminates his employment following a change of control of
the Company, he would be paid a stay bonus in an amount equal to (a) $12 million
if the termination date is on or after January 1, 2007 or (b) the product of $3
million and the number of completed years of service since January 30, 2003 if
the termination date is on or before December 31, 2006. If Mr. Jeffries'
employment is terminated due to his death, the Company will pay his estate or
beneficiaries, as appropriate, any compensation earned but not yet paid and a
$12 million stay bonus and the career share award would become vested based on
completed years of service. If Mr. Jeffries' employment is terminated due to his
permanent and total disability, the Company will pay him any compensation earned
but not yet paid, disability benefits in addition to those available under the
Company's disability plans and a $12 million stay bonus. The Company would also
continue to pay the premium on Mr. Jeffries' term life insurance through
December 31, 2008 and the career share award would become vested based on
completed years of service. Under the Amended and Restated Employment Agreement,
Mr. Jeffries agrees not to compete with the Company or solicit its employees,
customers or suppliers during the employment term and for one year thereafter.
If a court finds that Mr. Jeffries has materially breached this covenant, the
career share award will be forfeited unless a change of control has occurred or
Mr. Jeffries' employment has been terminated by the Company without cause or by
Mr. Jeffries with good reason. If any "parachute" excise tax is imposed on Mr.
Jeffries, he will be entitled to tax reimbursement payments from the Company.

In conjunction with Mr. Jeffries' Amended and Restated Employment
Agreement, the Company established the Abercrombie & Fitch Co. Supplemental
Executive Retirement Plan (the "SERP"). Subject to the conditions described in
the SERP, if Mr. Jeffries retires on or after December 31, 2008, he will receive
a monthly benefit for life equal to 50% of his final average compensation (as
defined in the SERP). If Mr. Jeffries retires after age 62 but before December
31, 2008, he will receive a prorated monthly benefit for life based on his
attained age. Mr. Jeffries will receive no benefits under the SERP if he (i)
terminates employment for any reason before reaching age 62; (ii) dies while
actively employed, regardless of his age; or (iii) is terminated for cause,
regardless of his age.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board reviews and approves the Company's
compensation philosophy and policies and the application of those policies to
the compensation of executive officers and non-associate directors. The Company
and the Compensation Committee have also retained independent

DEF 14A 26th Page of 46 TOC 1st Previous Next ↓Bottom Just 26th
compensation consultants to assist in developing, and periodically assessing the
reasonableness of, the Company's executive officer and non-associate director
compensation program.

COMPENSATION PHILOSOPHY

The Company seeks to apply a consistent philosophy to compensation for all
leadership associates, including senior executives. The primary goal of the
compensation program is to link total executive compensation to performance that
enhances stockholder value. Accordingly, total compensation for leadership
individuals is structured to provide a lower proportion as fixed compensation
and a much higher variable proportion keyed to business and stock performance.

The Company's philosophy is built on the following basic principles:

To Pay for Outstanding Performance

The Company believes in paying for results. Individuals in leadership roles
are compensated based on a combination of total company and individual
performance factors. Total company performance is evaluated primarily based on
the degree to which financial targets are met. Individual performance is
evaluated based on several quantitative goals and objectives, including
continuing to build the Company's brands, attainment of specific merchandise and
financial objectives, building and developing a strong leadership team,
developing an infrastructure to support future business growth, and controlling
expenses. In addition, a significant portion of total compensation is in the
form of equity-based award opportunities to directly tie any increased
compensation to increased stockholder value.

To Pay Competitively

The Company is committed to providing a total compensation program designed
to attract the best senior leaders to the business and retain the best,
consistently highest performers. To achieve this goal, the Company sets
guidelines based on what it believes to be competitive with the compensation
paid by other companies that compete with the Company for executive officers and
other key employees having the experience and abilities that are necessary to
manage the Company's business.

PRINCIPAL COMPENSATION ELEMENTS

The principal elements of executive compensation at the Company are base
salary, short-term performance-based cash incentive compensation and
equity-based incentive plans. Decisions for each compensation element of the
Company's executive officers generally are made by the Compensation Committee
although compensation levels for executive officers other than the Chief
Executive Officer are recommended to the Compensation Committee by the Chief
Executive Officer, who has substantially greater knowledge of the contributions
made by the other executive officers. Subject to the needs of the Company, its
policy is to attempt to design all cash incentive compensation and equity-based
incentive plans to meet the requirements for deductibility under the Internal
Revenue Code.

Base Salary

The Compensation Committee annually reviews and approves the base salary of
each executive officer and the Chief Executive Officer. In determining salary
adjustments, the Compensation Committee considers the size and responsibility of
the individual's position, the Company's overall performance, the individual's
overall performance and future potential, and the base salaries paid by
competitors to employees in
23

DEF 14A 27th Page of 46 TOC 1st Previous Next ↓Bottom Just 27th
comparable positions. This comparative data may not include the compensation
paid by all of the companies that are included in the Standard & Poor's Apparel
Retail Composite Index, which is used for comparative purposes in the
STOCKHOLDER RETURN GRAPH. Individual performance is measured against the
following factors: seasonal and annual business goals; business growth and
profitability; and the recruitment and development of future leadership talent.
These factors are considered subjectively in the aggregate, and none of these
factors is accorded a formula weight.

Performance-Based Cash Incentive Compensation

The Company has employed a short-term performance-based cash incentive
compensation plan for specified key leadership positions that provides for
incentive payments for each six-month operating season, based on the extent to
which pre-established objective goals are attained.

The goals under this plan have been based on net income. However, goals
also may be based on other objectives and/or criteria, depending on the
Company's business strategy. These goals are set at the beginning of each
six-month operating season, and are based on an analysis of historical
performance and growth expectations for the Company and progress toward
achieving the Company's strategic plan.

Target cash incentive compensation opportunities are established annually
for eligible executives stated as a specified percentage of base salary. The
amount of performance-based incentive compensation earned by participating
executives can range from zero to double their incentive target, based upon the
extent to which the pre-established financial goals are met or exceeded.

Equity-Based Incentive Programs

The Compensation Committee believes that continued emphasis on equity-based
compensation opportunities encourages performance that enhances stockholder
value, thereby further linking leadership and stockholder objectives. In 2003,
the Compensation Committee awarded equity-based incentive compensation under two
programs: an option program and a restricted share program under which
restricted shares of Common Stock are granted and earned based on seasonal and
annual financial performance. The Compensation Committee believes that
restricted share awards, which are earned based on financial performance and the
ultimate vesting of which is subject to continued employment, assist the Company
in retaining key high performing executives.

Award opportunities for each eligible participant are based on guidelines,
which include the individual's responsibility level, competitive practices and
the market price of the Company's Common Stock. In determining the award for an
executive officer, the Compensation Committee evaluated competitive practices
and the executive officer's performance and criticality to the business.

Options

During the 2003 fiscal year, options were granted to the named executive
officers in the amounts shown in the OPTION GRANTS IN 2003 FISCAL YEAR table.
The option program utilizes vesting periods to encourage retention of key
executive officers. The options granted to the individuals named in the table
vest over four years beginning on the grant date, subject to continued
employment with the Company. The exercise price for each option granted is equal
to the fair market value of the underlying Common Stock on the grant date.

DEF 14A 28th Page of 46 TOC 1st Previous Next ↓Bottom Just 28th
Performance-Based Restricted Shares

During the 2003 fiscal year, the Compensation Committee continued a program
under which executives, including the executive officers named in the Summary
Compensation Table other than Mr. Jeffries, are eligible to receive restricted
shares of Common Stock based on the achievement of pre-established financial
goals. Executive officers can earn from zero to double their targeted number of
restricted shares of Common Stock based upon the extent to which financial goals
are met or exceeded. If earned, these restricted shares of Common Stock vest
over four years, subject to continued employment.

CEO COMPENSATION

Mr. Jeffries and the Company entered into an Amended and Restated
Employment Agreement, dated as of January 30, 2003, which extended the term of
his employment through December 31, 2008. Under the Amended and Restated
Employment Agreement, Mr. Jeffries receives a minimum base salary of $1,000,000
per year plus certain other benefits. The Amended and Restated Employment
Agreement also entitles Mr. Jeffries to participate in the performance-based
cash incentive compensation plan at a level of at least 120% of base salary upon
attainment of the goals.

The Compensation Committee can increase Mr. Jeffries' base salary and
performance-based cash incentive target above the levels established by the
Amended and Restated Employment Agreement to reflect the Company's performance.

In 2003, as in prior years, in reviewing Mr. Jeffries' compensation
package, the Compensation Committee considered competitive practices, the extent
to which the Company achieved net income and earnings growth objectives and the
continued brand growth strategy and execution. These factors were considered
subjectively in the aggregate and none of these factors was accorded specific
weight.

As a result, Mr. Jeffries' base salary for the 2003 fiscal year remained at
$1,200,000, and his performance-based cash incentive target remained at 120%.
Mr. Jeffries received an option grant covering 91,122 shares of Common Stock
that vests ratably over four years beginning on the first anniversary of the
grant date, subject to his continued employment with the Company. As
contemplated by his Amended and Restated Employment Agreement, Mr. Jeffries
received no grant of restricted shares in respect of the 2003 fiscal year.

The Compensation Committee believes that under Mr. Jeffries' leadership,
the Company's performance over the past several years has been exceptional.
Specifically, in 2003, despite a difficult sales environment, the Company posted
an earnings per share increase.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF
DIRECTORS:

John W. Kessler, Chair Archie M. Griffin

DEF 14A 29th Page of 46 TOC 1st Previous Next ↓Bottom Just 29th
STOCKHOLDER RETURN GRAPH

The following graph shows the changes, over the five-year period ended
January 30, 2004 (the last trading day during the Company's 2003 fiscal year),
in the value of $100 invested in (i) shares of Common Stock of the Company; (ii)
the Standard & Poor's MidCap 400 Composite Stock Price Index (the "S&P MidCap
400 Index"); and (iii) the Standard & Poor's Apparel Retail Composite Index (the
"S&P Apparel Retail Index") -- including reinvestment of dividends. The plotted
points represent the closing price on the last trading day of the fiscal year
indicated.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG ABERCROMBIE & FITCH CO.,
THE S&P MIDCAP 400 INDEX AND
THE S&P APPAREL RETAIL INDEX

[Download Table]

ABERCROMBIE & FITCH
CO. S&P MIDCAP 400 S&P APPAREL RETAIL
------------------- -------------- ------------------

1/30/99 100.00 100.00 100.00
1/29/00 57.98 116.01 95.36
2/3/01 77.81 143.39 89.02
2/2/02 68.98 138.69 62.85
2/1/03 72.55 115.70 55.59
1/1/04 67.49 165.14 73.13

*$100 INVESTED ON 1/30/99 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JANUARY 31.

DEF 14A 30th Page of 46 TOC 1st Previous Next ↓Bottom Just 30th
AUDIT COMMITTEE MATTERS

In accordance with applicable SEC Rules, the Audit Committee has issued the
following report:

REPORT OF THE AUDIT COMMITTEE FOR THE FISCAL YEAR ENDED JANUARY 31, 2004

As of the date of this Proxy Statement, the Audit Committee consists of
three directors who qualify as independent under the applicable NYSE Rules and
Rule 10A-3 under the Exchange Act. In addition, Russell M. Gertmenian served as
a member of the Audit Committee during the 2003 fiscal year and until April 13,
2004.

The Audit Committee operates under the charter adopted by the Board. The
Audit Committee is responsible for the appointment, compensation and oversight
of the work of the independent auditors retained by the Company. In accordance
with its charter, the Audit Committee oversees the accounting and financial
reporting processes of the Company and its subsidiaries as well as the annual
independent audit of the Company's consolidated financial statements on behalf
of the Board. Management of the Company has the responsibility for the
preparation, presentation and integrity of the Company's consolidated financial
statements and for the Company's accounting and financial reporting processes,
including the establishment and maintenance of an adequate system of internal
control over financial reporting for the Company. The independent auditors
PricewaterhouseCoopers LLP ("PwC") are responsible for performing an audit of
the Company's consolidated financial statements in accordance with auditing
standards generally accepted in the United States, and for issuing their report
on those consolidated financial statements based on their audit. The Audit
Committee's responsibility is to provide independent, objective oversight of the
integrity of the Company's consolidated financial statements, the independent
auditors' qualifications and independence, the performance of the Company's
internal auditors and independent auditors and the annual independent audit of
the Company's consolidated financial statements.

In fulfilling its oversight responsibilities, the Audit Committee met with
management, PwC and Deloitte & Touche LLP ("Deloitte & Touche"), the accountants
which perform the internal audit function for the Company, throughout the year.
The Audit Committee discussed with PwC and Deloitte & Touche the overall scope
and plans for their respective audits. The Audit Committee met with PwC and
Deloitte & Touche, with and without management present, to discuss the results
of their respective audits, their evaluations of the Company's system of
internal control over financial reporting and the overall quality of the
Company's financial reporting. In addition, the Audit Committee reviewed and
discussed with PwC all matters required by auditing standards generally accepted
in the United States, including those described in Statement on Auditing
Standards No. 61, Communication with Audit Committees, as modified.

The Audit Committee has received from PwC the written disclosures and a
letter describing all relationships between PwC and the Company and its
subsidiaries that might bear on PwC's independence consistent with Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees,
as modified. The Audit Committee has discussed with PwC any relationships with
or services to the Company or its subsidiaries that may impact the objectivity
and independence of PwC and the Audit Committee has satisfied itself as to PwC's
independence.

Management and PwC have represented to the Audit Committee that the
Company's audited consolidated financial statements as of and for the fiscal
year ended January 31, 2004, were prepared in accordance with accounting
principles generally accepted in the United States and the Audit Committee has
reviewed and discussed those audited consolidated financial statements with
management and PwC.

DEF 14A 31st Page of 46 TOC 1st Previous Next ↓Bottom Just 31st
Based on the Audit Committee's discussions with management and PwC and its
review of the report of PwC to the Audit Committee, the Audit Committee
recommended to the Board (and the Board approved) that the Company's audited
consolidated financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 2004 to be filed with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

[Download Table]

John A. Golden (Chair) Lauren J. Brisky
James B. Bachmann Russell M. Gertmenian (Member until April 13,
2004)

PRE-APPROVAL POLICY

Under applicable SEC Rules, the Audit Committee is to pre-approve the audit
and non-audit services performed by the independent auditors in order to ensure
that they do not impair the auditors' independence from the Company. The SEC
Rules specify the types of non-audit services that an independent auditor may
not provide to its audit client and establish the Audit Committee's
responsibility for administration of the engagement of the independent auditors.

At each January meeting of the Audit Committee, Company management and the
independent auditors are to jointly submit to the Audit Committee a Non-Audit
Services Matrix (the "Matrix") which specifies the types of audit and permitted
non-audit services which management may wish to avail itself. The Audit
Committee will review the Matrix and either approve or reject the specific
categories of services annually. The Matrix will then be revised to include only
those categories of services approved by the Audit Committee. The specific
services within those categories must be pre-approved as described below.

Prior to each January Audit Committee meeting, Company management and the
independent auditors are to jointly submit to the Audit Committee an Annual
Pre-Approval Request (the "Pre-Approval Request"), which is to list all known
and/or anticipated audit services and non-audit services for the upcoming fiscal
year. The Pre-Approval Request is to list the services by category in accordance
with the Matrix and describe the services in reasonable detail and include an
estimated budget (or budgeted range) of fees.

The Audit Committee is to review the Pre-Approval Request with both Company
management and the independent auditors. A final list of Annual Pre-Approved
Services and budgeted fees is then to be prepared and distributed by management
to appropriate Company personnel and by the independent auditors to the partners
who provide services to the Company. The pre-approval of non-audit services
contained in the Pre-Approval Request is merely an authorization for management
to potentially use the independent auditors for the approved services and
allowable services. Management has the discretion to engage either the
independent auditors or another provider for each listed non-audit service. The
Audit Committee, in concert with management, has the responsibility to set the
terms of the engagement, negotiate the fees (within the approved budget range)
and execute the letters of engagement.

During the course of each fiscal year, there may be additional non-audit
services that are identified by Company management as desired but which were not
included in the annual Pre-Approval Request. The Audit Committee will designate
two members to have the authority to pre-approve interim requests for additional
non-audit services. Prior to engaging the independent auditors for such
additional non-audit services, management is to submit a request for approval of
the non-audit services to the designated Audit Committee members who will either
approve or deny the request and so notify management. These interim pre-approval
procedures may be used only for non-audit services that are less than $100,000.
Requests for

DEF 14A 32nd Page of 46 TOC 1st Previous Next ↓Bottom Just 32nd
additional non-audit services greater than $100,000 must be approved by the full
Audit Committee. At each subsequent Audit Committee meeting, the designated
Audit Committee members are to report any interim non-audit service
pre-approvals since the last Audit Committee meeting.

FEES OF INDEPENDENT AUDITORS

Fees billed for services rendered by PwC for each of the 2003 fiscal year
and the 2002 fiscal year were as follows:

Audit Fees

The aggregate audit fees billed by PwC for the 2003 fiscal year and the
2002 fiscal year were $334,100 and $278,800, respectively. These amounts include
fees for professional services rendered by PwC in connection with the audit of
the Company's annual consolidated financial statements and reviews of the
consolidated financial statements included in the Company's Quarterly Reports on
Form 10-Q. The audit fees for the 2003 fiscal year also include fees related to
consents and assistance with and review of two registration statements on Form
S-8 filed with the SEC.

Audit-Related Fees

The aggregate audit-related fees billed by PwC for the 2003 fiscal year
were $66,800. The fees under this category relate to consultations concerning
financial accounting and reporting standards implemented pursuant to the
requirements of the Sarbanes-Oxley Act of 2002. There were no audit-related fees
for the 2002 fiscal year.

Tax Fees

The aggregate tax fees billed by PwC for the 2003 fiscal year and the 2002
fiscal year were $22,000 and $8,000, respectively. Tax fees relate to tax
planning services.

All Other Fees

The aggregate fees for all other services rendered by PwC for the 2003
fiscal year and the 2002 fiscal year were $87,000 and $25,000, respectively.
These fees relate to country of origin - factory site verification services.

All of the services rendered by PwC to the Company and its subsidiaries
during the 2003 fiscal year were pre-approved by the Audit Committee.

INDEPENDENT AUDITORS

As noted above, PwC served as the Company's independent auditors during the
2003 fiscal year and in that capacity, rendered a report on the Company's
consolidated financial statements as of and for the fiscal year ended January
31, 2004. The Audit Committee will make its selection of the Company's
independent auditors for the 2004 fiscal year later in the year.

Representatives of PwC are expected to be present at the Annual Meeting.
They will be available to respond to appropriate questions and may make a
statement if they so desire.

DEF 14A 33rd Page of 46 TOC 1st Previous Next ↓Bottom Just 33rd
STOCKHOLDER PROPOSALS

Stockholders of the Company seeking to bring business before the 2005
Annual Meeting of Stockholders, or to nominate candidates for election as
directors at that Annual Meeting, must provide timely notice thereof in writing.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Company no later than December 15,
2004. The Company's Amended and Restated Bylaws specify certain requirements
that must be complied with in order for a stockholder's notice to be in proper
written form. The requirements applicable to nominations are described above in
"ELECTION OF DIRECTORS -- NOMINATING PROCEDURES." In addition, a stockholder who
seeks to have any proposal included in the Company's Proxy Statement related to
the 2005 Annual Meeting must comply with the requirements of Regulation 14A
under the Exchange Act, including Rule 14a-8 thereof. Proposals by stockholders
intended to be presented at the 2005 Annual Meeting should be mailed to
Abercrombie & Fitch Co., 6301 Fitch Path, New Albany, Ohio 43054, Attention:
Secretary.

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

Only one copy of the Company's Proxy Statement for the 2004 Annual Meeting
of Stockholders and one copy of the Annual Report to Stockholders for the 2003
fiscal year are being delivered to multiple stockholders who share an address
unless the Company has received contrary instructions from one or more of the
stockholders. A separate form of proxy and a separate Notice of Annual Meeting
of Stockholders is being included for each account at the shared address.

Registered stockholders who share an address and would like to receive a
separate Annual Report to Stockholders and/or a separate Proxy Statement for the
2004 Annual Meeting or in the future, or have questions regarding the
householding process, may contact the Company's transfer agent National City
Bank, by calling 1-800-622-6757, or by forwarding a written request addressed to
National City Bank, Locator 5352, Corporate Trust Operations, P.O. Box 92301,
Cleveland, Ohio 44193-0900. Promptly upon request, additional copies of the
Annual Report to Stockholders for the 2003 fiscal year and/or a separate Proxy
Statement for the 2004 Annual Meeting will be sent. By contacting National City
Bank, registered stockholders sharing an address can also request delivery of a
single copy of annual reports to stockholders or proxy statements in the future
if registered stockholders at the shared address are receiving multiple copies.

Many broker/dealers and other holders of record have also instituted
householding. If your family has one or more "street name" accounts under which
you beneficially own shares of Common Stock, you may have received householding
information from your broker/dealer, financial institution or other nominee in
the past. Please contact the holder of record directly if you have questions,
require additional copies of the Proxy Statement or our Annual Report to
Stockholders for the 2003 fiscal year or wish to revoke your decision to
household and thereby receive multiple copies. You should also contact the
holder of record if you wish to institute householding. These options are
available to you at any time.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of no
matter that will be presented for action by the stockholders at the Annual
Meeting other than those discussed in this Proxy Statement. If any other matter
requiring a vote of the stockholders properly comes before the Annual

DEF 14A 34th Page of 46 TOC 1st Previous Next ↓Bottom Just 34th
Meeting, the individuals acting under the proxies solicited by the Board of
Directors will vote and act according to their best judgments in light of the
conditions then prevailing.

It is important that your form of proxy be completed and returned promptly.
If you do not expect to attend the Annual Meeting in person, please fill in,
sign and return the enclosed form of proxy in the self-addressed envelope
furnished herewith.

By Order of the Board of Directors,

/s/ MICHAEL S. JEFFRIES
Michael S. Jeffries
Chairman and Chief Executive Officer

DEF 14A 35th Page of 46 TOC 1st Previous Next ↓Bottom Just 35th
APPENDIX A

ABERCROMBIE & FITCH CO.

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

(ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS ON APRIL 8, 2004)

This Charter defines the purpose, composition, authority and
responsibilities of the Audit Committee (the "Audit Committee") of the Board of
Directors (the "Board") of Abercrombie & Fitch Co. ("Abercrombie").

PURPOSE

The Audit Committee is responsible for assisting the Board in the oversight
of the accounting and financial reporting processes of Abercrombie and its
subsidiaries (collectively, the "Company"). Specifically, the Audit Committee
assists the Board in overseeing (i) the integrity of the Company's financial
statements; (ii) the Company's compliance with legal and regulatory
requirements; (iii) the independent auditors' qualifications and independence;
(iv) the performance of the Company's internal auditors and independent
auditors; and (v) the annual independent audit of the Company's financial
statements. The Audit Committee also prepares the audit committee report
required by the rules of the Securities and Exchange Commission (the "SEC") to
be included in Abercrombie's annual proxy statement.

COMPOSITION

The Audit Committee shall consist of at least three members of the Board,
each of whom shall be nominated annually by the Nominating and Board Governance
Committee and appointed by the Board. The Board, upon recommendation of the
Nominating and Board Governance Committee, may fill any vacancies on the Audit
Committee and may remove an Audit Committee member from membership on the Audit
Committee at any time, with or without cause. Each Audit Committee member shall
qualify as "independent" under the corporate governance rules of the New York
Stock Exchange ("NYSE") and Rule 10A-3(b)(1) under the Securities Exchange Act
of 1934 (the "Exchange Act"). All members of the Audit Committee shall be
financially literate, as determined by the Board. At least one member of the
Audit Committee shall be an "audit committee financial expert" as defined in
Item 401(h) of SEC Regulation S-K and shall have accounting or related financial
expertise, as determined by the Board.

No member of the Audit Committee shall simultaneously serve on the audit
committee of more than two public companies other than Abercrombie.

MEETINGS AND AUTHORITY

The Audit Committee shall meet at least four times annually. The Chair of
the Audit Committee or any two members of the Audit Committee may call meetings
during the year as they deem necessary. The Audit Committee may have in
attendance at its meetings such members of management, the internal auditors,
the independent auditors and other individuals or consultants as the Audit
Committee deems necessary or desirable to provide the information the Audit
Committee needs to carry out its duties and responsibilities.

A-1

DEF 14A 36th Page of 46 TOC 1st Previous Next ↓Bottom Just 36th
The Audit Committee has the authority to form, and delegate authority in
accordance with applicable laws, rules and regulations to, a subcommittee
consisting of one or more Audit Committee members, when appropriate. Such
delegated authority may include the authority to pre-approve audit services and
permitted non-audit services. The decisions made pursuant to any such delegated
authority shall be reported to the full Audit Committee at its next scheduled
meeting.

The Audit Committee shall keep written minutes of its meetings. The Audit
Committee shall report regularly to the Board.

As part of its role to foster open communications, the Audit Committee
shall meet periodically with management, the internal auditors and the
independent auditors in separate executive sessions.

The Audit Committee shall have the authority, to the extent it deems
necessary or appropriate to carry out its duties, to retain independent legal,
accounting and other advisors. Abercrombie shall provide for appropriate funding
for payment to the independent auditors engaged for the purpose of preparing and
issuing an audit report or performing other audit, review or attest services for
Abercrombie; payment to any other advisors employed by the Audit Committee; and
payment of ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties.

RESPONSIBILITIES AND PROCESSES

The following activities shall be the common, recurring activities of the
Audit Committee in carrying out its purpose. The Audit Committee may carry out
additional functions and adopt additional policies and procedures as may be
appropriate in light of changing business, legislative, regulatory, legal or
other conditions. The Audit Committee shall also carry out such other duties and
responsibilities delegated to it by the Board that are related to the purpose of
the Audit Committee.

A. FINANCIAL REPORTING / INTERNAL CONTROL OVER FINANCIAL REPORTING

1. The Audit Committee shall discuss with each of the internal auditors
and the independent auditors annually the overall scope of their
respective annual audit plans, including, as appropriate, adequacy of
staffing, the services to be provided and the audit procedures to be
used.

2. The Audit Committee shall discuss with management and the independent
auditors the Company's financial statements and the disclosures to be
made under "management's discussion and analysis of financial
condition and results of operations" prior to the filing of each
Quarterly Report on Form 10-Q of Abercrombie and each Annual Report on
Form 10-K of Abercrombie (or the distribution of the annual report to
stockholders if distributed prior to the filing of the Annual Report
on Form 10-K). The Audit Committee shall recommend to the Board
whether the Company's audited financial statements should be included
in the Annual Report on Form 10-K of Abercrombie. The Audit Committee
shall discuss any other matters required to be communicated to the
Audit Committee by the independent auditors under auditing standards
generally accepted in the United States ("GAAP").

3. The Audit Committee shall discuss generally the type and presentation
of financial information to be disclosed in Abercrombie's earnings
releases as well as financial information or earnings guidance
provided to any governmental authority or the public. The Audit
Committee does not need to discuss in advance each earnings release or
each instance in which Abercrombie may provide earnings guidance.

A-2

DEF 14A 37th Page of 46 TOC 1st Previous Next ↓Bottom Just 37th
4. The Audit Committee shall review major issues regarding accounting and
financial statement presentation, including (i) any significant
changes in the Company's selection or application of accounting
principles, and major issues as to the adequacy of the Company's
internal controls and any special audit steps adopted in light of
material control deficiencies; (ii) analyses prepared by management
and/or the independent auditors setting forth significant financial
reporting issues and judgments made in connection with the preparation
of the Company's financial statements; (iii) the development,
selection and disclosure of critical accounting estimates and policies
and practices and the use thereof; and (iv) analyses of the effects of
alternative GAAP methods on the Company's financial statements,
including the use of alternative disclosures and treatments and the
treatment preferred by the independent auditors.

5. The Audit Committee shall review the effect of regulatory and
accounting initiatives on the Company's financial statements.

6. The Audit Committee shall discuss the Company's policies with respect
to risk assessment and risk management, including guidelines and
policies governing the process by which risk assessment and risk
management is undertaken, the Company's major financial risk exposures
and the steps management has taken to monitor and control such
exposures.

7. The Audit Committee shall discuss with the independent auditors their
report and the results of their audit. The Audit Committee shall
review with the independent auditors any audit problems or
difficulties the independent auditors encountered in the course of the
audit work including, without limitation, any restrictions on the
scope of the independent auditors' activities or on access to
requested information, and any significant disagreements with
management. As considered appropriate by the Audit Committee, the
review may include a review of any accounting adjustments that were
noted or proposed by the independent auditors but were "passed" as
immaterial or otherwise, and a discussion with the independent
auditors of any issues on which the national office of the independent
auditors was consulted. The Audit Committee shall review material
written communications between the independent auditors and management
of Abercrombie such as any "management" and/or "internal control"
letter or schedule of unadjusted differences.

8. The Audit Committee shall discuss with the internal auditors their
reports and the results of their audits.

B. RETENTION AND OVERSIGHT OF INDEPENDENT AUDITORS

1. The Audit Committee shall be directly responsible for the appointment,
compensation, retention and oversight of the work of the independent
auditors, including resolution of disagreements between management and
the independent auditors regarding financial reporting. The Audit
Committee shall have the sole authority to retain and replace the
independent auditors. The independent auditors shall not be permitted
to render any services to Abercrombie or its subsidiaries unless the
terms of, and the fees to be paid for, such services, whether audit
services or permitted non-audit services, have been pre-approved by
the Audit Committee. The independent auditors shall report directly to
the Audit Committee.

2. The Audit Committee shall review the independence, qualifications and
performance of the independent auditors by, among other things:

A-3

DEF 14A 38th Page of 46 TOC 1st Previous Next ↓Bottom Just 38th
(i) At least annually, obtaining and reviewing a report from the
independent auditors describing: (a) the independent auditors'
internal quality-control procedures; (b) any material issues
raised by the most recent internal quality-control review, or
peer review, of the independent auditors, or by any inquiry or
investigation by governmental or professional authorities, within
the preceding five years, respecting one or more independent
audits carried out by the independent auditors and any steps
taken to deal with any such issues; and (c) all relationships
between the independent auditors and the Company.

(ii) Ensuring that the independent auditors submit on a periodic basis
to the Audit Committee a formal written statement delineating all
relationships with, and professional services provided to,
Abercrombie and its subsidiaries, consistent with Independence
Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as modified or supplemented.

(iii) Evaluating the qualifications, performance and independence of
the independent auditors, and the lead audit partner of the
independent auditors, taking into account the opinions of
management and the internal auditors.

3. The Audit Committee shall review and pre-approve all audit services
and permitted non-audit services to be performed for Abercrombie or
any of its subsidiaries by the independent auditors. In no event shall
the independent auditors perform any non-audit services for
Abercrombie or any of its subsidiaries which are prohibited by
applicable law or the rules or regulations implemented by the SEC or
the Public Company Accounting Oversight Board (or other similar body
as may be established from time to time). The Audit Committee has
established pre-approval policies and procedures, in compliance with
the rules and criteria established by the SEC, which are attached to
this Charter as Exhibit 1.

4. The Audit Committee shall set hiring policies for employees or former
employees of the independent auditors that comply with applicable
laws, rules and regulations.

C. INTERNAL AUDITORS

1. The Audit Committee shall discuss the internal auditors' objectives
and goals, audit schedules, staffing plans and have the internal
auditors inform the Audit Committee of the results of internal audits,
highlighting significant audit findings and recommendations.

2. The Audit Committee shall discuss with the internal auditors the
results of their work (including their audit report) and their
assessments of the Company's risk management processes and system of
internal control.

3. The Audit Committee shall discuss each significant point brought up in
the internal auditors' letter of recommendation to management and
management's written response to each point and determine which points
are to be acted upon, by whom, and the time schedule for completion.

D. COMPLIANCE OVERSIGHT

1. The Audit Committee shall discuss with management, the internal
auditors and the independent auditors the Company's processes
regarding compliance with legal and regulatory requirements and
communication of and compliance with the Company's Corporate
Governance Guidelines and Code of Business Conduct and Ethics.

A-4

DEF 14A 39th Page of 46 TOC 1st Previous Next ↓Bottom Just 39th
2. The Audit Committee shall establish procedures and require the Company
to obtain or provide the necessary resources and mechanisms for (i)
the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or auditing
matters, and (ii) the confidential, anonymous submission by employees
of the Company of concerns regarding questionable accounting or
auditing matters.

E. OTHER RESPONSIBILITIES

1. The Audit Committee shall report to the Board and review with the full
Board any issues that arise with respect to the quality or integrity
of the Company's financial statements; the Company's compliance with
legal or regulatory requirements; the performance, qualifications and
independence of the independent auditors; and the performance of the
internal auditors.

2. The Audit Committee shall prepare the audit committee report to be
included in Abercrombie's annual proxy statement and review any other
information related to the responsibilities of the Audit Committee
required to be disclosed under the applicable rules and regulations of
the SEC and NYSE.

3. The Audit Committee shall review and recommend appropriate insurance
coverage for directors and officers of Abercrombie.

4. At least annually, the Audit Committee shall review and reassess the
adequacy of this Charter and obtain the approval of the Board for any
amendments to this Charter.

5. At least annually, in consultation with the Nominating and Board
Governance Committee, the Audit Committee shall perform an evaluation
of the performance of the Audit Committee.

GENERAL

In performing their duties and responsibilities, Audit Committee members
are entitled to rely in good faith on information, opinions, reports or
statements prepared or presented by:

- One or more officers or employees of the Company whom the Audit Committee
members reasonably believe to be reliable and competent in the matters
prepared or presented;

- Counsel, independent auditors or other persons as to matters which the
Audit Committee members reasonably believe to be within the professional
or expert competence of such persons; or

- Another committee of the Board as to matters within such other
committee's designated authority, which committee the Audit Committee
members reasonably believe to merit confidence.

While the Audit Committee has the authority and responsibilities set forth
in this Charter, it is not the duty of the Audit Committee to prepare the
Company's financial statements, to plan or conduct audits or to determine that
the Company's financial statements are complete and accurate and in accordance
with GAAP. The Company's management is responsible for the preparation,
presentation and integrity of the Company's financial statements, for the
appropriateness of the accounting principles and reporting polices that are used
by the Company and for the establishment and maintenance of systems of
disclosure controls and procedures and internal control over financial
reporting. The independent auditors are responsible for auditing the Company's
annual financial statements and issuing an attestation report on management's
assessment of Abercrombie's internal control over financial reporting, and for
reviewing the Company's unaudited interim financial statements.

A-5

DEF 14A 40th Page of 46 TOC 1st Previous Next ↓Bottom Just 40th
Except as specifically contemplated by this Charter or as required by
applicable laws, rules and regulations, it is not the duty of the Audit
Committee to conduct investigations or to assure compliance with laws, rules or
regulations.

A-6

DEF 14A 41st Page of 46 TOC 1st Previous Next ↓Bottom Just 41st
ABERCROMBIE & FITCH CO.
AUDIT COMMITTEE CHARTER

AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICIES AND PROCEDURES -- EXHIBIT 1

BACKGROUND

The purpose of these policies and procedures is to ensure that Abercrombie &
Fitch Co. ("Abercrombie") is in full compliance with the Sarbanes-Oxley Act of
2002, the Securities Exchange Act of 1934, and the SEC's rules regarding Auditor
Independence. This document sets forth the policies and procedures of the Audit
Committee of the Board with regard to audit and non-audit services permitted and
the pre-approval of such services.

These policies and procedures not only comply with the requirements for
pre-approval, but also provide a mechanism by which Abercrombie management can
request and secure pre-approval of audit and non-audit services in an orderly
manner with minimal disruption to normal business operations.

PROCEDURES

1. Ratification of Types of Audit and Non-Audit Services Permitted

a. Abercrombie management and the independent audit firm shall jointly
submit to the Audit Committee a Non-Audit Services Matrix of the types
of audit and non-audit services that are permitted under
Sarbanes-Oxley and the SEC's rules and which Abercrombie management
may wish to avail itself.

b. This submission will be made annually. Beginning in 2004, the
submission will be made at the January Audit Committee meeting.

c. The Audit Committee will review the Matrix and either approve or
reject the specific categories of services annually. The approval of
the Matrix is merely an approval of the types of services permitted by
the Audit Committee, subject to pre-approval of specific services.

d. The Matrix will then be revised to include only those categories of
services approved by the Audit Committee and will then be distributed
by Abercrombie management to appropriate personnel and by the
independent audit firm to its partners serving Abercrombie.

2. Annual Pre-Approval Request

a. Management and the independent audit firm shall jointly submit to the
Audit Committee an Annual Pre-Approval Request, which will list each
known and/or anticipated audit and non-audit service for the upcoming
year. The Pre-Approval Request will list the services by category in
accordance with the Matrix and describe the services in reasonable
detail and include an estimated budget (or budgeted range) of fees.

b. The Annual Pre-Approval Request will be submitted annually. Beginning
in 2004, this submission will be made prior to the January Audit
Committee meeting.

A-7

DEF 14A 42nd Page of 46 TOC 1st Previous Next ↓Bottom Just 42nd
3. Annual Pre-Approval

a. The Audit Committee will review the Annual Pre-Approval Request with
both management and the independent audit firm.

b. A final list of Annual Pre-Approved Non-Audit Services and budgeted
fees will then be prepared and distributed by Abercrombie management
to appropriate personnel and by the independent audit firm to its
partners who provide services to Abercrombie.

Note: The pre-approval of non-audit services contained in the Annual
Pre-Approval Request is merely an authorization for Abercrombie management to
potentially utilize the independent audit firm for the approved services and
allowable services. Abercrombie management still has the discretion to either
engage the independent audit firm or another provider for each listed service.
Additionally, the Audit Committee in concert with Abercrombie management has the
responsibility to set the terms of the engagement, negotiate the fee (within the
approved budget range) and to execute Letters of Engagement.

4. Designation of Primary Audit Committee Members and Interim Pre-Approval
Procedures

a. During the course of the year, there may be additional non-audit
services that are identified by Abercrombie management that are
desired and were not contained in the Annual Pre-Approval Request.

b. The Audit Committee will designate two members to have the authority
to pre-approve interim requests for additional non-audit services.

c. Prior to engaging the independent audit firm for such services,
Abercrombie management should submit to the designated Audit Committee
members a request for Non-Audit Services.

d. The designated Audit Committee members should act upon the request as
expeditiously as possible by either approving or rejecting the request
and notifying Abercrombie management.

e. These interim pre-approval procedures are only for non-audit services
that are less than $100,000. Requests for non-audit services greater
than $100,000 must be approved by the full Audit Committee.

5. On-Going Monitoring of Approved Audit and Non-Audit Services

a. At each subsequent Audit Committee meeting, the designated Audit
Committee members should report to the Committee any interim non-audit
service pre-approvals since the last Audit Committee meeting.

b. At each Audit Committee meeting, Abercrombie management and the
independent audit firm will provide the Audit Committee with a summary
description of ongoing projects and a year to date report of the
actual expenditures against the pre-approved budget for non-audit
services and an updated estimate of expenditures for the full year.

A-8

DEF 14A 43rd Page of 46 TOC 1st Previous Next ↓Bottom Just 43rd
ABERCROMBIE & FITCH

YOUR VOTE IS IMPORTANT!

CASTING YOUR VOTE IN ONE OF THE THREE WAYS DESCRIBED ON THIS
INSTRUCTION CARD VOTES ALL SHARES OF CLASS A COMMON STOCK OF
ABERCROMBIE & FITCH CO. THAT YOU ARE ENTITLED TO VOTE.

PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
--------------------------------------------------------------------------------
ABERCROMBIE & FITCH CO. PROXY VOTING INSTRUCTION CARD
--------------------------------------------------------------------------------
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY. IF ANY OTHER MATTERS ARE
PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR IF A NOMINEE
FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR
FOR GOOD CAUSE WILL NOT SERVE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN THE DISCRETION OF THE INDIVIDUALS DESIGNATED TO VOTE THE PROXY, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ON SUCH MATTERS OR FOR SUCH SUBSTITUTE
NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.

1. Election of Directors - THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
LISTED NOMINEES.

Nominees: (01) John A. Golden (02) Seth R. Johnson (03) Edward F. Limato

[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
to vote for all
nominees listed

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THE INDIVIDUAL'S NAME ON THE LINE BELOW:

---------------------------------------------------------------------------
2. In their discretion, the individuals designated to vote this proxy are
authorized to vote upon such other matters (none known at the time of
solicitation of this proxy) as may properly come before the Annual Meeting
or any adjournment.

PLEASE FILL IN, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.

DEF 14A 44th Page of 46 TOC 1st Previous Next ↓Bottom Just 44th
-----------------------------------
VOTE BY TELEPHONE
-----------------------------------
Have your proxy card available when
you call the TOLL-FREE NUMBER
1-800-542-1160 using a Touch-Tone
phone. You will be prompted to
enter your control number and then
can follow the simple prompts that
will be presented to you to record
your vote.

-----------------------------------
VOTE BY INTERNET
-----------------------------------
Have your proxy card available when
you access the website
http://www.votefast.com. You will
be prompted to enter your control
number and then you can follow the
simple prompts that will be
presented to you to record your
vote.

-----------------------------------
VOTE BY MAIL
-----------------------------------
Please mark, sign and date your
proxy card and return it in the
POSTAGE-PAID ENVELOPE provided or
return it to: Stock Transfer Dept.
(AF), National City Bank, P.O. Box
94509, Cleveland, OH 44101-4500.

------------------------ ------------------------ -----------------------
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call TOLL-FREE using a Access the WEBSITE and Return your proxy card
Touch-Tone phone: cast your vote: in the POSTAGE-PAID
1-800-542-1160 http://www.votefast.com envelope provided
------------------------ ------------------------ -----------------------

VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
YOU CAN TRANSMIT YOUR VOTING INSTRUCTIONS ELECTRONICALLY BY PHONE OR
VIA THE INTERNET PRIOR TO 11:59 P.M., EASTERN DAYLIGHT TIME
(LOCAL TIME IN COLUMBUS, OHIO), ON MAY 19, 2004.

IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT
SEND YOUR PROXY CARD BY MAIL.

========================================================
YOUR CONTROL NUMBER IS:
========================================================

PROXY MUST BE SIGNED AND DATED BELOW.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
--------------------------------------------------------------------------------
ABERCROMBIE & FITCH CO. PROXY VOTING INSTRUCTION CARD
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 20, 2004.

All proxies previously given or executed by the undersigned are hereby revoked.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement for the May 20, 2004 meeting and
Annual Report to Stockholders for the fiscal year ended January 31, 2004.

-----------------------------------
Signature

Date: , 2004
------------------------
Please sign exactly as your name
appears hereon. When shares are
registered in two names, both
stockholders should sign. When
signing as attorney, executor,
administrator, guardian or trustee,
please give full title as such. If
stockholder is a corporation,
please sign in full corporate name
by President or other authorized
officer. If stockholder is a
partnership or other entity, please
sign in entity name by authorized
person. (Please note any change of
address on this proxy card.)

DEF 14A 45th Page of 46 TOC 1st Previous Next ↓Bottom Just 45th
ABERCROMBIE & FITCH

000000 0000000000 0 0000

000000000.000 ext
000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3
ADD 4
ADD 5
ADD 6 C 1234567890 JNT

[ ] Mark this box with an X if you
have made changes to your name
or address details above.

-------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD
-------------------------------------------------------------------------------

A ELECTION OF DIRECTORS

1. The Board of Directors recommends a vote FOR the listed nominees.

FOR WITHHOLD
AUTHORITY

01 - John A. Golden [ ] [ ]

02 - Seth R. Johnson [ ] [ ]

03 - Edward F. Limato [ ] [ ]

B ISSUES

2. In their discretion, the individuals designated to vote this proxy are
authorized to vote upon such other matters (none known at the time of
solicitation of this proxy) as may properly come before the Annual Meeting or
any adjournment.

YOUR VOTE IS IMPORTANT!
CASTING YOUR VOTE IN ONE OF THE THREE WAYS DESCRIBED ON THIS PROXY CARD
VOTES ALL SHARES OF CLASS A COMMON STOCK OF ABERCROMBIE & FITCH CO. THAT
YOU ARE ENTITLED TO VOTE, IN YOUR ESPP.
PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND TELEPHONE VOTING INSTRUCTIONS.

C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

NOTE: Please sign exactly as your name appears hereon. When shares are
registered in two names, both stockholders should sign. When signing as
attorney, executor, administrator, guardian or trustee, please give full title
as such. If stockholder is a corporation, please sign in full corporate name by
President or other authorized officer. If stockholder is a partnership or other
entity, please sign in entity name by authorized person. (Please note any change
of address on this proxy card.)

Signature 1 - Please keep signature within the box
[ ]

Signature 2 - Please keep signature within the box
[ ]

Date (mm/dd/yyyy)
[ / / ]

1 U P X H H H P P P P 003219

DEF 14A Last Page of 46 TOC 1st Previous Next ↓Bottom Just 46th
-------------------------------------------------------------------------------
PROXY - ABERCROMBIE & FITCH CO.
-------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 20, 2004.

The undersigned holder(s) of shares of Class A Common Stock of Abercrombie &
Fitch Co. (the "Company") hereby constitutes and appoints Michael S. Jeffries
and Seth R. Johnson, or either of them, the proxy or proxies of the undersigned,
with full power of substitution in each, to attend the Annual Meeting of
Stockholders of the Company to be held on Thursday, May 20, 2004, at the
Company's executive offices located at 6301 Fitch Path, New Albany, Ohio 43054,
at 10:00 a.m., Eastern Daylight Time, and any adjournment and to vote all of the
shares which the undersigned is entitled to vote at such Annual Meeting or at
any adjournment. All proxies previously given or executed by the undersigned are
hereby revoked. The undersigned acknowledges receipt of the accompanying Notice
of Annual Meeting of Stockholders and Proxy Statement for the May 20, 2004
meeting and Annual Report to Stockholders for the fiscal year ended January 31,
2004.

WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY. IF ANY OTHER MATTERS ARE
PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR IF A NOMINEE
FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR
FOR GOOD CAUSE WILL NOT SERVE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN THE DISCRETION OF THE INDIVIDUALS DESIGNATED TO VOTE THE PROXY, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ON SUCH MATTERS OR FOR SUCH SUBSTITUTE
NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.

PLEASE FILL IN, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.

Internet and Telephone Voting Instructions

You can vote by telephone or Internet! Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy card.

[Enlarge/Download Table]

TO VOTE USING THE TELEPHONE TO VOTE USING THE INTERNET TO VOTE BY MAIL
(WITHIN U.S. AND CANADA)

o Call toll free 1-877-695-0733 in the United o Go to the following web site: o Mark, sign and date the proxy card.
States or Canada any time on a touch tone WWW.COMPUTERSHARE.COM/US/PROXY
telephone. There is NO CHARGE to you for o Return the proxy card in the
the call. o Enter the information requested postage-paid envelope provided.
on your computer screen and
o Follow the simple instructions provided by follow the simple instructions.
the recorded message.

C0123456789 12345

If you vote by telephone or the Internet, please DO NOT mail back this proxy
card.

Proxies submitted by telephone or the Internet must be received by 11:59 p.m.,
Eastern Daylight Time, on May 17, 2004.

THANK YOU FOR VOTING

00C0IC

DEF 14A	1st Page of 46	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

DEF 14A	2nd Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 2nd

DEF 14A	3rd Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 3rd

DEF 14A	4th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 4th

DEF 14A	5th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 5th

DEF 14A	6th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 6th

DEF 14A	7th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 7th

DEF 14A	8th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 8th

DEF 14A	9th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 9th

DEF 14A	10th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 10th

DEF 14A	11th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 11th

DEF 14A	12th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 12th

DEF 14A	13th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 13th

DEF 14A	14th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 14th

DEF 14A	15th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 15th

DEF 14A	16th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 16th

DEF 14A	17th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 17th

DEF 14A	18th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 18th

DEF 14A	19th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 19th

DEF 14A	20th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 20th

DEF 14A	21st Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 21st

DEF 14A	22nd Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 22nd

DEF 14A	23rd Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 23rd

DEF 14A	24th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 24th

DEF 14A	25th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 25th

DEF 14A	26th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 26th

DEF 14A	27th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 27th

DEF 14A	28th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 28th

DEF 14A	29th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 29th

DEF 14A	30th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 30th

DEF 14A	31st Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 31st

DEF 14A	32nd Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 32nd

DEF 14A	33rd Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 33rd

DEF 14A	34th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 34th

DEF 14A	35th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 35th

DEF 14A	36th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 36th

DEF 14A	37th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 37th

DEF 14A	38th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 38th

DEF 14A	39th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 39th

DEF 14A	40th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 40th

DEF 14A	41st Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 41st

DEF 14A	42nd Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 42nd

DEF 14A	43rd Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 43rd

DEF 14A	44th Page of 46	TOC	1st	Previous	Next	↓Bottom	Just 44th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	12/31/08	20	28	11-K, 4
	1/1/07	25
	12/31/06	25		11-K
	12/15/04	33		8-K
	5/25/04	17
For Period End:	5/20/04	2	46	4, 4/A, 8-K
	5/19/04	4	44
	5/17/04	46		3, 3/A, 4, 4/A
Filed on / Effective on:	4/15/04	2	4	4
	4/13/04	12	31
	4/8/04	11	35	3, 3/A, 4, 8-K
	3/26/04	3	17
	2/23/04	18		3, 3/A, 4, 8-K
	2/17/04	6		4, 8-K, SC 13G
	2/13/04	19		4
	2/4/04	7		4, SC 13G
	1/31/04	5	46	10-K, 10-K/A
	1/30/04	19	29	4
	12/31/03	6	7	11-K
	11/1/03	8		10-Q, 3, 8-K
	10/20/03	8		8-K
	9/22/03	18
	7/10/03	8		3, 8-K
	6/16/03	18	21	4
	5/22/03	11	24	4, DEF 14A
	5/21/03	24
	2/14/03	19	20	4
	1/30/03	10	28	8-K
	1/1/03	22
	2/4/02	19
	1/1/02	19
	11/15/01	23
	11/1/01	24
	10/26/00	23
	8/1/00	23
	10/1/98	22
	7/16/98	23		DEF 14A
				List all Filings

↑Top

Filing Submission 0000950152-04-002920 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Abercrombie & Fitch Co/DE – ‘DEF 14A’ for 5/20/04

On: Thursday, 4/15/04, at 4:47pm ET · Effective: 4/15/04 · For: 5/20/04 · Accession #: 950152-4-2920 · File #: 1-12107

Previous ‘DEF 14A’: ‘DEF 14A’ on 4/17/03 for 5/22/03 · Next: ‘DEF 14A’ on 5/12/05 for 6/15/05 · Latest: ‘DEF 14A’ on 4/24/23

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents