THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Abercrombie & Fitch Co. (ANF)

5/9/2006 Proxy Information

Messrs. Bachmann, Griffin and Kessler are affiliated with certain charitable organizations to which the Company made contributions during the 2005 fiscal year (in no case in excess of $200,000).

Mr. Kessler’s son-in-law is on the Board of Trustees of the Children’s Hospital Foundation of the Columbus Children’s Hospital, and the Company has pledged a conditional donation of $1 million a year for the next ten years to the Columbus Children’s Hospital (a wing of which will bear the name of the Company).

Mr. Kessler has a son-in-law who is employed by the Company in a non-executive officer position and who receives in excess of $200,000 per year in compensation from the Company.

Mr. Bachmann is a former partner of Ernst & Young LLP, a firm engaged by the Company from time to time to perform non-audit services and to which the Company paid fees during the 2005 fiscal year not in excess of $750,000. Mr. Jeffries does not qualify as independent because he is an executive officer of the Company. Mr. Gertmenian does not qualify as independent because he is a partner of a law firm that has performed services and will continue to perform services for the Company.

Mr. Gertmenian, a Director of the Company, is a partner with Vorys, Sater, Seymour and Pease LLP. Vorys, Sater, Seymour and Pease LLP rendered legal services to the Company during the 2005 fiscal year and continues to do so.

Pursuant to the indemnification provisions contained in the Company’s Bylaws, the Company is paying the legal fees incurred by current and former executive officers and directors in connection with the lawsuits against the Company, the derivative lawsuits on behalf of the Company and the investigation by the Securities and Exchange Commission described in the Company’s 2005 Annual Report on Form 10-K, including the lawsuits referred to in “Certain Legal Proceedings”. During the 2005 fiscal year, the Company advanced approximately $800,000 for such fees on behalf of such current and former executive officers and directors. Each such executive officer and director has undertaken to repay to the Company any expenses advanced by the Company should it be ultimately determined that the executive officer or director was not entitled to indemnification by the Company.

Certain Legal Proceedings

In February 2005, two substantially similar actions were filed in the Court of Chancery of the State of Delaware by stockholders of the Company, naming the Company as a nominal defendant and ten of the Company’s current and former directors as defendants, challenging the compensation received by the Company’s Chief Executive Officer, Michael S. Jeffries. The complaints alleged, among other things, that the Board and the members of the Compensation Committee of the Board breached their fiduciary duties in granting stock options and an increase in cash compensation to Mr. Jeffries in February 2002 and in approving Mr. Jeffries’ previous employment agreement in January 2003 (which has since been amended as described in “EXECUTIVE COMPENSATION — Employment and Separation Agreements”). The complaints further asserted that the Company’s disclosures with respect to Mr. Jeffries’ compensation were deficient. The complaints sought, among other things, to rescind the purportedly wrongful compensation and to set aside the Mr. Jeffries’ employment agreement. The actions were consolidated under the caption, In re Abercrombie & Fitch Co. Shareholder Derivative Litigation, C.A. No. 1077. This litigation was settled pursuant to a settlement agreement dated April 8, 2005, approved by the Court of Chancery of the State of Delaware on June 14, 2005 (the “Settlement Agreement”).

In September 2005, a derivative action, styled The Booth Family Trust v. Michael S. Jeffries, et al., was filed in the United States District Court for the Southern District of Ohio, naming the Company as a nominal defendant and nine of the Company’s present and former directors as defendants, seeking to assert claims for unspecified damages against the directors for various alleged breaches of fiduciary duty. In the following three months (October, November and December of 2005), four similar derivative actions were filed (three in the United States District Court for the Southern District of Ohio and one in the Court of Common Pleas for Franklin County, Ohio) against nine of the Company’s present and former directors alleging various breaches of the directors’ fiduciary duty and seeking equitable and monetary relief. The Company is also a nominal defendant in each of the four later derivative actions.

5/12/2005 Proxy Information

Messrs. Bachmann, Griffin and Kessler are affiliated with certain charitable organizations to which the Company made contributions during the 2004 fiscal year (in no case in excess of $100,000).

Mr. Kessler has a son-in-law who is employed by the Company (not as an executive officer) and who receives in excess of $100,000 per year in compensation from the Company.

Mr. Gertmenian, a Director of the Company, is a partner with Vorys, Sater, Seymour and Pease LLP. Vorys, Sater, Seymour and Pease LLP rendered legal services to the Company during the 2004 fiscal year and continues to do so. Samuel N. Shahid, Jr., a Director of the Company, is President and Creative Director of Shahid & Company, Inc. Shahid and Company, Inc. has provided advertising and design services for the Company since 1995. Fees paid to Shahid & Company, Inc. for services provided during the 2004 fiscal year were approximately $2.1 million. These amounts do not include reimbursements to Shahid & Company, Inc. for expenses incurred while performing these services.

4/15/2004 Proxy Information

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.

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

4/17/2003 Proxy Information

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-officer position. During the 2002 fiscal year, Mr. Lennox received salary and bonus totaling $141,025 and other employment benefits, including option grants, consistent with those provided to other associates of the Company holding comparable positions.