EXHIBIT 24.1
POWER OF ATTORNEY FOR
OFFICERS AND DIRECTORS OF
ABERCROMBIE & FITCH CO.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
each of the undersigned officers and/or directors of Abercrombie & Fitch Co., a
Delaware corporation (the "Company"), hereby appoints Seth R. Johnson and Wesley
S. McDonald, and each of them, as attorneys-in-fact and agents, with full power
of substitution and resubstitution, to sign for the undersigned and in the name
of the undersigned, in any and all capacities, the Registration Statement on
Form S-8 for the registration of 5,000,000 shares of the Company's Class A
Common Stock, $.01 par value, and related Series A Participating Cumulative
Preferred Stock Purchase Rights for offering under the Abercrombie & Fitch Co.
2002 Stock Option Plan for Associates (the "Registration Statement") and any and
all amendments (including post-effective amendments) to the Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and the New
York Stock Exchange, and hereby grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, 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. Each of
the undersigned hereby ratifies and confirms all that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
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/s/ Michael S. Jeffries Chairman of the Board of Directors
- ---------------------------------- and Chief Executive Officer August 1, 2002
Michael S. Jeffries (Principal Executive Officer)
/s/ Russell M. Gertmenian Director
- ----------------------------------
Russell M. Gertmenian August 1, 2002
/s/ John A. Golden Director
- ----------------------------------
John A. Golden August 1, 2002
/s/ Archie M. Griffin Director
- ----------------------------------
Archie M. Griffin August 1, 2002
/s/ John W. Kessler Director
- ----------------------------------
John W. Kessler August 1, 2002
/s/ Sam N. Shahid, Jr. Director
- ----------------------------------
Sam N. Shahid, Jr. August 1, 2002
/s/ Kathryn D. Sullivan, Ph.D. Director
- ----------------------------------
Kathryn D. Sullivan, Ph.D. August 1, 2002