THIS TAX SHARING AGREEMENT ("Agreement") is entered into as of September 27, 1996 by and between Abercrombie& Fitch Co., a Delaware corporation ("Abercrombie& Fitch"), and The Limited, Inc., a Delaware corporation ("The Limited").

RECITALS

WHEREAS, The Limited is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504 (a) of the Internal Revenue Code of 1986, as amended (the "Code");

WHEREAS, The Limited beneficially owns all of the issued and outstanding Abercrombie& Fitch Class B Common Stock, par value$.01 per share and Abercrombie& Fitch is a member of The Limited consolidated group for federal income tax purposes;

WHEREAS, the parties are contemplating the possibility that Abercrombie& Fitch will issue shares of Class A Common Stock, $.01 par value per share to the public in an offering (the "Initial Public Offering") registered under the Securities Act of 1933, as amended;

WHEREAS, The Limited Group (as defined below) has filed and intends to file consolidated federal income tax returns as permitted by Section 1501 of the Code and certain members of the Abercrombie& Fitch Group (as defined below) and certain members of The Limited Sub-Group (as defined below), have filed and intend to file returns relating to Combined State Taxes (as defined below);

WHEREAS, Abercrombie& Fitch desires to engage The Limited to provide certain services, and The Limited desires to provide certain services, relating to separate state, local and foreign taxes other than Federal Taxes and Combined State Taxes; and

WHEREAS, The Limited and Abercrombie& Fitch desire to agree upon a method for determining the financial consequences to each party and their subsidiaries resulting from the filing of a consolidated federal income tax return and the filing of returns relating to Combined State Taxes.

AGREEMENTS

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, The Limited and Abercrombie&Fitch, for themselves, their successors, and assigns, hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the terms set forth below shall have the following meanings.

"Abercrombie& Fitch Combined State Tax Liability" shall mean, with respect to any taxable year and any jurisdiction, an amount of Combined State Taxes determined in accordance with the principles set forth in the definition of Abercrombie& Fitch Federal Tax Liability; provided, however, that (i) the total amount of Combined State Taxes shall also include any actual income, franchise or similar state or local tax liability (a "State Liability") owed in a jurisdiction (a "Combined Jurisdiction") in which a member of the Abercrombie& Fitch Group files tax returns with a member of The Limited Sub-Group, on a consolidated, combined or unitary basis, to the extent such liability exceeds the liability that would have been owed had no member of the Abercrombie& Fitch Group been included in such returns; and (ii) the total amount of Combined State Taxes shall be reduced to the extent that, in any Combined Jurisdiction, the State Liability of the Limited Sub-Group is less than the liability that would have been owed had no member of the Abercrombie& Fitch Group been included int he returns of such Combined Jurisdiction.

"Abercrombie& Fitch Federal Tax Liability" shall mean, with respect to any taxable year, the sum of the Abercrombie& Fitch Group's Federal Tax liability and any interest, penalties and other additions to such taxes for such taxable year, computed as if the Abercrombie& Fitch Group were not and never were part of The Limited Group, but rather were a separate affiliated group of corporations filing a consolidated federal income tax return pursuant to Section 1501 of the Code, provided, however, that transactions with members of The Limited Sub-Group shall be reflected according to the provisions of the consolidated return regulations promulgated under the Code governing intercompany transactions, and that Deconsolidation will trigger any deferred amounts, excess loss accounts or similar items. Such computation shall be made (A) without regard to the income, deductions (including net operating loss and capital loss deductions) and credits in any year of any member of The Limited Group that is not a member of the Abercrombie& Fitch Group, (B) by taking account of any Tax Asset of the Abercrombie& Fitch Group in accordance with Section 2.1 (c) (iii) hereof, (C) with regard to net operating loss and capital loss carry forwards and carry backs and minimum tax credits from earlier years of the Abercrombie& Fitch Group, but without regard to any such carry forward from a tax period (or portion thereof) ending on or before the date of the Initial Public Offering and arising solely due to treating the Abercrombie& Fitch Group as if it were never part of The Limited Group, (D) as though the highest rate of tax specified in subsection (b) of Section 11 of the Code (or any other similar rates applicable to specific types of income) were the only rates set forth in that subsection, and with other similar adjustments as described in Section 1561 of the Code, and (E) reflecting the positions, elections and accounting methods used by The Limited in preparing the consolidated federal income tax return for The Limited Group and (F) by not permitting the Abercrombie& Fitch Group any compensation deductions arising in respect of any exercise of options on Limited stock by any employee of the Abercrombie& Fitch Group.

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