1 EXHIBIT 24 POWER OF ATORNEY FOR OFFICERS AND DIRECTORS OF ABERCROMBIE & FITCH CO. Pursuant to the requirements of the Securities Act of 1933, the undersigned officers and/or directors of Abercrombie & Fitch Co., a Delaware corporation (the "Company"), hereby appoint Kenneth B. Gilman as attorney-in-fact with full power of substitution and resubstitution to sign for the undersigned and in the name of the undersigned in any and all capacities with respect to the registration on Form S-8 of 3,500,000 shares of Common Stock of the Company under the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan (the "Registration Statement") with the Securities and Exchange Commission ("SEC"), and to sign any and all amendments (including post-effective amendments) thereto and any and all applications or other documents to be filed with the SEC pertaining to the Registration Statement, and to grant unto the attorney-in-fact and agent the full power and authority to do and perform each and every act and thing required to be done, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratifies and confirms all that the attorney-in-fact and agent or its substitutes may lawfully do or cause to be done by virtue hereof. Signatures Title Date - ---------- ----- ---- /s/ Leslie H. Wexner Chairman of the Board November 5, 1996 - ------------------------- Leslie H. Wexner /s/ Michael S. Jeffries President, Chief Executive November 5, 1996 - ------------------------- Officer and Director Michael S. Jeffries (principal executive officer) /s/ Seth R. Johnson Vice President-Chief November 5, 1996 - ------------------------- Financial Officer Seth R. Johnson (principal financial and accounting officer) /s/ E. Gordon Gee Director November 5, 1996 - ------------------------- E. Gordon Gee /s/ Donald B. Shackleford Director November 5, 1996 - ------------------------- Donald B. Shackleford /s/ Roger D. Blackwell Director November 5, 1996 - ------------------------- Roger D. Blackwell