Exhibit 4.6






EXHIBIT 4.6




APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT




This APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT, is entered into as of the opening
of business on November 2, 2009, by and between Abercrombie & Fitch Co., a Delaware corporation
(the “Company”), and American Stock Transfer & Trust Company, LLC (“AST”).



WITNESSETH:




WHEREAS, on October 8, 2001, the Company appointed National City Bank (now a division of PNC
Financial Services Group, Inc. (“PNC”) and hereinafter referred to as “NCB”) to serve as “Rights
Agent” under the Rights Agreement, dated as of July 16, 1998, which was subsequently amended by
Amendment No. 1, dated as of April 21, 1999, and by Amendment No. 2, dated as of June 11, 2008
(collectively, the “Rights Agreement”); and



WHEREAS, in connection with the merger with PNC, NCB determined that it would no longer
provide corporate services as a rights agent and submitted its resignation as Rights Agent under
the Rights Agreement to be effect as of the close of business on October 30, 2009; and



WHEREAS, the Company has accordingly removed NCB as Rights Agent under the Rights Agreement
effective as of the close of business on October 30, 2009; and



WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company has the right to appoint
a successor to the Rights Agent if the Rights Agent resigns, is removed or otherwise becomes
incapable of acting; and



WHEREAS, AST has indicated to the Company that AST would be willing to serve as successor
Rights Agent under the Rights Agreement, effective as of the opening of business on November 2,
2009;




NOW, THEREFORE, the Company and AST agree as follows:



1. Pursuant to Section 21 of the Rights Agreement, the Company hereby appoints, and AST
hereby accepts the appointment of, AST as successor Rights Agent under the Rights Agreement,
effective as of the opening of business on November 2, 2009.



2. In all respects not inconsistent with the terms and provisions of this Appointment and
Acceptance of Successor Rights Agent, the Rights Agreement is hereby ratified and confirmed. In
executing and delivering this Appointment and Acceptance of Successor Rights Agent, AST shall be
entitled to all of the privileges and immunities afforded to, and subject to all of the obligations
and duties of, the Rights Agent under the terms and conditions of the Rights Agreement.


 


 









 





3. This Appointment and Acceptance of Successor Rights Agent may be executed in any number of
counterparts, each of which shall be an original, and such counterparts shall together constitute
but one and the same instrument. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.



IN WITNESS WHEREOF, the parties hereto have caused this Appointment and Acceptance of
Successor Rights Agent to be duly executed by their respective authorized representatives to be
effective as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	AMERICAN STOCK TRANSFER & TRUST	 	ABERCROMBIE & FITCH CO.
	COMPANY, LLC	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kenneth E. Staub
	 	By:
	 	/s/ David S. Cupps	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Kenneth E. Staub
	 	 	 	Name: David S. Cupps	 	 	 	 
	 

	 	Title: Senior Vice President
	 	 	 	Title: Sr. VP, Secretary, General Counsel