Exhibit 15



Exhibit 10.13



 


EMPLOYMENT AGREEMENT

(Michael Leedy)



THIS AGREEMENT is by and between American Eagle Outfitters,
Inc. ("Company") and Michael Leedy ("Executive"), and is effective as of the
date it has been fully executed by both parties.

Company agrees to promote Executive to Executive Vice
President - New Business Concept (specific name of New Business Concept to be
determined) ("EVP - New Business") and Executive hereby accepts this offer of
continued employment and agrees to serve Company subject to the general
supervision, advice and direction of Company's President and Co-Chief Executive
Officer and Board of Directors ("Board"), and upon the following terms and
conditions:

1.    Position and Duties.
Executive shall be employed as Company's EVP - New Business, with such authority
and duties as are set forth in the Primary Position Responsibilities description
for this position a copy of which has been provided to Executive, and shall
perform such other services and duties as the Board may from time to time
designate, including without limitation the development of new businesses and
product lines for the Company (the "New Business"); provided, however, that in
the event that the Board determines, at any time, to discontinue the New
Business, Executive agrees that he shall be employed as the Company's Executive
Vice President - New Business Development. To become effective at the beginning
of fiscal year 2005, consideration will be given for Executive to assume the
added responsibility of becoming the President of the New Business, which
consideration will include the following factors: (i) New Business performance
results; (ii) individual performance results; (iii) leadership capacity as
demonstrated though successful retention, development and succession planning of
all associates within Executive's responsibility; and (iv) Executive Committee
relationships and support. 

        1.1.   
Executive agrees to devote his full business time, best efforts, and undivided
attention to the business and affairs of Company, except for any vacations,
illness, or disability. Executive shall not engage in any other businesses that
would interfere with his duties, provided that nothing contained herein is
intended to limit Executive's right to make passive investments in the
securities of publicly-owned companies or other businesses which will not
interfere or conflict with his duties hereunder. Nothing herein is intended to
restrict Executive from serving on civic or charitable boards or committees,
delivering lectures, fulfilling speaking engagements or teaching at educational
institutions; provided, however, that such activities shall be mutually agreed
upon in advance by Company's President and Executive.

        1.2.   
Except as provided in paragraph 3.9, Executive shall office at Company's
headquarters in Warrendale, PA, or at such other location designated by Company,
which is within a 50-mile radius of Warrendale, PA. Nothing herein is intended
to limit Executive's business-related travel.

        1.3.   
Executive agrees that he shall at all times observe and be bound by all rules,
policies, practices, and resolutions heretofore or hereafter adopted in writing
by Company which are generally applicable and provided to Company's officers and
employees and which do not otherwise conflict with this Agreement.

        1.4.   
Company shall indemnify Executive in the performance of his duties and
responsibilities and advance expenses in connection therewith to the same extent
as other senior executives and officers. Such rights shall not be subject to
arbitration under paragraph 6.



2.    Term.
This Agreement shall terminate on February 3, 2007 (with the period from August
3, 2003 through the last day of fiscal 2006 constituting the "Initial Term" of
this Agreement) unless sooner terminated as provided herein; provided, however,
that this Agreement shall be extended automatically for successive one fiscal
year periods unless either party notifies the other of an intent to terminate,
in writing, at least 60 calendar days prior to the date of automatic extension.



3.    Compensation.


        3.1.   
Base Salary. For the remainder of fiscal 2003,
Executive's annual base salary will remain at $430,000 as compensation for his
services hereunder, and be adjusted to $465,000 for fiscal 2004, and for fiscal
2005 and fiscal 2006 the Chairman and President shall recommend to the
Compensation and Stock Option Committee ("Committee") of the Board that
Executive receive an annual base salary of $500,000 and $540,000, respectively,
assuming satisfactory performance in each prior fiscal year. In each case said
amounts shall be payable in equal installments in accordance with Company's
payroll practices for executive employees. At the end of each fiscal year,
including without limitation fiscal 2004 and fiscal 2005, Executive's salary
will be reviewed in comparison to salaries of other executive employees at the
Company and in the industry and increases to Executive's salary may be made if
warranted in the sole discretion of the Committee, but said salary shall not be
decreased. 




        3.2.   
Incentive Bonus.
Executive will be eligible to receive an annual incentive bonus targeted at 70%
of his base salary in each fiscal year or other performance period established
under Company's Management Incentive Plan" ("the Bonus Plan"), with the 70%
target beginning in fiscal 2004 and remaining at 60% for fiscal 2003. The Bonus
Plan conditions the payment of this annual performance bonus based on
achievement of pre-determined performance goals set forth in writing and based
on objective measurements all established by the Committee; provided, however,
that for each full fiscal year Executive has the added responsibility of being
the President of the New Business, such performance targets shall relate
specifically to the New Business rather than the Company. The Committee must
verify that the performance goals and other material terms are met prior to
payment. It is the parties' intention that the Bonus Plan be adopted and
administered in a manner that enables Company to deduct for federal income tax
purposes the amount of any annual incentive bonus. The incentive bonus
determined to be due, if any, will be paid in a lump sum within 120 calendar
days after the close of Company's fiscal year and completion of an outside audit
by Company's then current outside audit firm. Appropriate adjustments to
Executive's annual incentive bonus will be made by the Committee in its
discretion in the event that the Bonus Plan is modified or terminated or under
any replacement plan. 


        3.3.   
Stock. 


                       
3.3.1.    Stock Grant. The Chairman
and President shall recommend to the Committee that Executive receive a series
of annual grants of restricted stock, with one grant for each full fiscal year
during the term of this Agreement, which series of grants will be for a combined
recommended total of 45,000 shares of Company's common stock during the Initial
Term or 15,000 shares per year beginning with fiscal 2004, and each grant will
be made pursuant to and subject to all terms and conditions set forth in
Company's 1999 Stock Incentive Plan ("the Stock Plan"). The Chairman and
President's recommendation to the Committee for restricted stock grants to
Executive for fiscal years after 2006 will be consistent with Company's then
current compensation policies. However, Executive is eligible for additional
restricted stock grants at the recommendation of the President. Pursuant to the
terms of the Stock Plan, the Committee will condition the vesting of this
restricted stock based on achievement of pre-determined performance goals set
forth in writing and based on objective measurements all established by the
Committee provided, however, that for each full fiscal year Executive has the
added responsibility of being the President of the New Business, such
performance targets shall relate specifically to the New Business rather the
Company. Committee must verify that the performance goals and other material
terms are met prior to vesting. If the performance goals are not met then the
restricted stock will be forfeited. It is the parties' intention that the Stock
Plan be adopted and administered in a manner that enables Company to deduct for
federal income tax purposes the full value of all annual restricted stock
grants. The delivery of restricted stock earned, if any, will be made within 120
calendar days after the close of the applicable fiscal year of the Company and
completion of the audit of the annual financial statements by Company's then
current outside audit firm. The parties acknowledge that the grant of any
restricted shares by the Committee is contingent upon the availability of shares
under the Stock Plan. 




                   
3.3.2.    Stock Options.
The Chairman and President shall recommend to the Committee that Executive
receive a series of annual grants of stock options, with one grant for each full
fiscal year during the term of this Agreement, which series of grants will be
for a combined recommended total of 150,000 shares of Company's common stock
during the Initial Term or 50,000 shares per year beginning with fiscal 2004,
and each grant will be made pursuant to and subject to all terms and conditions
set forth in Company's Stock Plan and in a manner consistent with the Company's
then current compensation policies. The Chairman and President's recommendation
to the Committee for stock option grants to Executive for fiscal years after
2006 will be consistent with Company's then current compensation policies.
However, Executive is eligible for additional stock option grants at the
recommendation of the President. The parties acknowledge that the grant of any
options by the Committee is contingent upon the availability of shares under the
Stock Plan and in the event that the Company's Stock Option program is replaced
with another program, it will be recommended to the Committee that Executive
receive grants under the replacement program. 



        3.4.   
Vacation. During the term of this Agreement,
Executive shall be entitled to vacation commensurate with other senior
executives. The dates of said vacations shall be mutually agreed upon by
Company's President and Executive. 




        3.5.   
Business Expenses; NYC Apartment.
Company shall pay, advance or reimburse Executive for all normal and reasonable
business-related expenses, including travel expenses, incurred in the
performance of his duties so long as Executive completes appropriate expense
reports and submits receipts in accordance with Company's practices. Company
shall furnish Executive with company credit cards provided to other senior
executives for use solely in the performance of his duties. In lieu of hotel
expense reimbursement for travel to New York City by Executive for Company
business, at its election Company may provide Executive an apartment (which is
reasonably satisfactory to Executive) for such portion of the term of this
Agreement as determined by the Company if Executive does not relocate to New
York City. 


        3.6.   
Auto Allowance.
During the terms of this Agreement, Company will provide Executive with an
automobile allowance of $750 per month. Any amount included in Executive's W-2
wages relative to this allowance shall be grossed up for tax purposes. (The term
"grossed up" as used in this Agreement refers to a payment to Executive in an
amount that, after reduction for any income or excise taxes due, is equal to the
net amount payable.) 


        3.7.   
Taxes. The
compensation provided to Executive hereunder shall be subject to any
withholdings and deductions required by any applicable tax laws. 



        3.8.   
Benefit Plans.
Executive is entitled to participate in any deferred compensation or other
employee benefit plans, including any retirement, profit sharing or 401(k)
plans; group life, health, hospitalization and disability insurance plans;
deferred compensation plans; discount privileges; incentive bonus plans; and
other employee welfare benefits made available generally to, and under the same
terms as, Company's executives. 


        3.9.   
Relocation Benefits.
In the event that the operation of the New Business is headquartered in the New
York City area, then Executive and his family shall relocate to the New York
City Metropolitan area, Company will pay for such relocation in accordance with
the Company's customary practices for executive relocations. Company agrees to
reimburse Executive, after submission of the appropriate expense reports and
receipts, for reasonable out-of-pocket expenses related to such relocation.

4.    Executive's Obligations.


        4.1.   
Confidential Information. Executive agrees that
during and after his employment, any "confidential information" as defined below
shall be held in confidence and treated as proprietary to Company. Executive
agrees not to use or disclose any confidential information except to promote and
advance the business interests of Company. Executive agrees that upon his
separation from employment, for any reason whatsoever, he shall not take or
copy, and shall immediately return to Company, any documents that constitute or
contain confidential information. "Confidential information" includes, but is
not limited to, any confidential data, figures, projections, estimates, pricing
data, customer lists, buying manuals or procedures, distribution manuals or
procedures, other policy and procedure manuals or handbooks, supplier
information, tax records, personnel histories and records, company phone
directories, lists of associates, organizational charts, information regarding
sales, information regarding properties and any other confidential information
regarding the business, operations, properties or personnel of Company which are
disclosed to or learned by Executive as a result of his employment, but shall
not include his personal personnel records. Confidential information shall not
include any information that (i) Executive had in his possession prior to his
first performing services for Company; (ii) becomes a matter of public knowledge
thereafter through sources independent of Executive; (iii) is disclosed by
Company without restriction on its use; or (iv) is required to be disclosed by
law or governmental order or regulation. 




        4.2.   
Solicitation.


                   
4.2.1.    Employees. Executive
agrees that during his employment and for two years after the end of his
employment, for any reason, he shall not, directly or indirectly, solicit
Company's employees to leave their employment; he shall not employ or seek to
employ them; and, he shall not cause or induce any of Company's competitors to
solicit or employ Company's employees. 




                   
4.2.2.    Third Parties.
Executive agrees that during his employment and for two years following the end
of his employment, for any reason, he shall not, either directly or indirectly,
recruit, solicit or otherwise induce or influence any customer, supplier, sales
representative, lender, lessor or any other person having a business
relationship with Company to discontinue or reduce the extent of such
relationship except in the course of his duties pursuant to this Agreement and
with the good faith objective of advancing Company's business interests.

        4.3.   
Noncompetition.
Executive agrees that for a period of one year following the end of his
employment, except in the case of an involuntary termination by Company under
paragraphs 5.3.1 or 5.3.2 below, he shall not, either directly or indirectly,
accept employment with, act as a consultant to, or otherwise perform the same
services (which shall be determined regardless of job title) for any business
that directly competes with Company's business, which is understood to be the
design, manufacture and retail sale of specialty clothing, accessories, shoes,
and related merchandise at Company's physical, brick and mortar locations. The
foregoing notwithstanding, in the event that there are insufficient shares
available under the Stock Plan and Executive does not receive a grant of
Restricted Stock or options as contemplated under paragraphs 3.3.1 and 3.3.2
above and if there is no replacement compensation program for the Stock Plan,
then in those events Executive shall not be obligated under this paragraph 4.3.



        4.4.   
Cooperation.


                   
4.4.1.    With Company. Executive
agrees to cooperate with Company during the course of all third-party
proceedings arising out of Company's business about which Executive has
knowledge or information. Such proceedings may include, but are not limited to,
internal investigations, administrative investigations or proceedings, and
lawsuits (including pre-trial discovery). For purposes of this paragraph,
cooperation includes, but is not limited to, Executive's making himself
available, upon reasonable notice and at mutually agreeable time, for
interviews, meetings, depositions, hearings, and/or trials without the need for
subpoena or assurances by Company, providing any and all documents in his
possession that relate to the proceeding, and providing assistance in locating
any and all relevant notes and/or documents. Company shall reimburse Executive
for all reasonable out-of-pocket expenses incurred in connection with such
proceedings, and if such proceedings take place after the term of this
Agreement, Company shall compensate him at the rate of $125 per hour. 




                   
4.4.2.    With Third Parties.
Except to the extent otherwise required by law, Executive agrees to communicate
with, or give statements to, third parties relating to any matter about which
Executive has knowledge or information as a result of his employment only to the
extent that it is Executive's good faith belief that such communication or
statement is in Company's business interests. 


                   
4.4.3.    With Media.
Executive agrees to communicate with, or give statements to, any member of the
media (print, television or radio) relating to any matter about which Executive
has knowledge or information as a result of his employment only to the extent
that it is Executive's good faith belief that such communication or statement is
in Company's business interests.

        4.5.   
Remedies.
Executive agrees that any disputes under this paragraph shall not be subject to
arbitration. If Executive breaches this paragraph, the damage will be
substantial, although difficult to quantify, and money damages may not afford
Company an adequate remedy; therefore, if Employee breaches or threatens to
breach this paragraph, Company shall be entitled, in addition to other rights
and remedies, to specific performance, injunctive relief and other equitable
relief to prevent or restrain such conduct.

5.    Termination and Related Benefits.


        5.1.   
Death. This Agreement shall terminate automatically
upon Executive's death, and Company shall pay his surviving spouse, or if he
leaves no spouse, his estate, any base salary earned by Executive, and any
rights or benefits that have vested. In addition, Company shall pay Executive's
surviving spouse, or if he leaves no spouse, his estate, a pro rata share of any
declared but unpaid incentive bonus for the year in which Executive dies
(pro-rated on the basis of the actual number of days worked by Executive). Such
bonus shall be paid in accordance with paragraph 3.2. above. 




        5.2.   
Permanent Disability.
Upon Executive's permanent disability, Company shall have the right to terminate
this Agreement immediately with written notice. For these purposes, permanent
disability shall mean that Executive fails to perform his duties on a full-time
basis for a period of more than 90 calendar days during any 12-month period, due
to a physical or mental disability or infirmity. If this Agreement is terminated
due to Executive's permanent disability, Company shall pay Executive any base
salary earned and any rights or benefits that have vested. In addition, Company
shall pay Executive a pro rata share of any declared but unpaid incentive bonus
for the year in which Executive becomes disabled (prorated on the basis of the
actual number of days worked by Executive). Such bonus shall be paid in
accordance with paragraph 3.2. above 


        5.3   
Termination by Company.


                   
5.3.1.    At End of Term. Company
may terminate this Agreement at the end of its term or any extension thereof by
giving 60 calendar days' written notice to Executive. Company may, in its sole
discretion, require Executive to cease active employment and pay out the 60-day
notice period. Upon a termination at the end of this Agreement, Company shall
have the same obligations to Executive as those set forth in paragraph 5.3.2
below (e.g., severance of one year's base salary and continuation of medical
coverage).

                   
5.3.2.    During the Term. In addition to as provided
below in paragraph 5.3.3, Company may terminate this Agreement during its term,
for any reason, upon 30 days' written notice to Executive. Company may, in its
sole discretion, require Executive to cease active employment immediately. In
the event of a termination under this paragraph 5.3.2, Company shall have the
following obligations:



  	 


    	(i)	 


    	Pay Executive severance in an amount equal
    to one year of Executive's then current base salary from the last day of
    active employment through the Severance Period, which shall be paid in equal
    installments over the Severance Period; provided, however, that such salary
    shall cease to be paid if Executive accepts or performs comparable
    employment. For purposes of this Agreement, the term Severance Period shall
    mean, as elected by the Executive within ten (10) days of termination
    pursuant to this Paragraph 5.3.2., either: (i) the 12-month period
    immediately following the date of termination or (ii) the 24-month period
    immediately following the date of termination, with the understanding that
    election to receive the one year base salary severance amount over 24 months
    will not increase the total amount of severance and the installment payments
    will be one half of the amount that would have been paid in the 12 month
    period and that acceptance of comparable employment ends the Severance
    Period;
	 	 	 	 
	 


    	(ii)	 


    	With respect to each full fiscal year that
    the Executive has been employed by the Company prior to the date of
    termination, pay Executive any incentive bonus that has been or is later
    declared with respect to each such fiscal year, but is unpaid as of the
    termination date; 
	 	 	 	 
	 


    	(iii)	 


    	Continue Executive's medical coverage for
    the Severance Period, under the same terms as provided to other Company
    executives; provided, however, that such coverage shall cease upon
    Executive's becoming eligible for similar coverage under another benefit
    plan; and
	 	 	 	 
	 


    	
    (iv)


    
    

     

     
	 


    	Stock options previously granted to
    Executive shall continue to vest and to the extent vested shall continue to
    be exercisable during the Severance Period, and vested options shall be
    exercisable for 30 days thereafter.
	 	 	 	 


  	                   
    5.3.3.     For Cause. Company may terminate this
    Agreement during its term if it has "cause" to do so. For purposes of this
    paragraph, the term "cause" means the following:
	 	 	 	 
	 


    	(i)	Willful violation
    of laws and regulations governing Company; 
	 	 	 	 
	 


    	(ii)	Willful failure
    to substantially comply with any material terms of this Agreement, provided
    Company shall make a written demand for substantial compliance setting forth
    the specific reason(s) for same and Executive shall have 60 days to cure, if
    possible;
	 	 	 	 
	 


    	(iii)	willful breach of
    fiduciary duties;
	 	 	 	 
	 


    	(iv)	willful damage,
    willful misrepresentation, willful dishonesty, or other willful conduct
    which Company determines has had or is likely to have a material adverse
    effect upon Company's operations, assets, reputation or financial
    conditions; or
	 	 	 	 
	 


    	(v) 	willful breach of
    any stated material employment policy of Company.
	 	 	 	 


  	Failure to meet performance targets and
    measures shall not constitute "cause" as that term is used herein. Executive
    may have an opportunity to be heard by the Board prior to a termination for
    cause. For purposes of this paragraph, Executive's acts or omissions shall
    be considered "willful" if done without a good faith, reasonable belief that
    such act or omission was in Company's best interest. In the event of
    termination for cause, Company's obligations hereunder cease on Executive's
    last day of active employment, unless otherwise provided herein.
	 	 	 	 



        5.4.   
Termination by Executive. 

                   
5.4.1.    At End of Term. Executive
may terminate this Agreement at the end of its term or any extension of this
Agreement by giving 60 calendar days' written notice to Company's Chairman.
Company may, in its sole discretion, accept Executive's termination effective
immediately; provided, however, that it shall continue to pay Executive for 60
calendar days. Company shall thereafter have no obligations to Executive under
this Agreement. 




                   
5.4.2.    Voluntary Resignation.
Executive may terminate this Agreement by his voluntary resignation. Executive
shall give at least 60 calendar days' written notice of his intention to resign
to Company's Chairman, which Company may accept immediately. In the event of
Executive's resignation, Company will have no further obligations or liability
hereunder except as provided herein.

        5.5.    Salary
Due at Termination.
In the event of any termination of Executive's employment under this Agreement,
Executive (or his estate) shall be paid any unpaid portion of his salary that
has accrued by virtue of his employment during the period prior to termination,
and any unpaid, declared bonus, together with any unpaid business expenses
properly incurred under this Agreement prior to termination. Such amounts shall
be paid within 15 days of the date of termination, unless otherwise provided
herein. Executive (or his estate) shall also be entitled to any rights or
benefits that have vested.






















6.   

Arbitration.
Unless stated otherwise herein, the parties agree that arbitration shall be the
sole and exclusive remedy to redress any dispute, claim or controversy involving
the interpretation of this Agreement or the terms, conditions or termination of
this Agreement or the terms, conditions or termination of Executive's employment
with Company. The parties intend that any arbitration award shall be final and
binding and that a judgment on the award may be entered in any court of
competent jurisdiction and enforcement may be had according to its terms. This
paragraph shall survive the termination or expiration of this Agreement. 


        6.1.   
Arbitration shall be held in Pittsburgh, PA, and shall be conducted by a retired
federal judge or other qualified arbitrator mutually agreed upon by the parties
in accordance with the Voluntary Arbitration Rules of the American Arbitration
Association then in effect. The parties shall have the right to conduct
discovery pursuant the Federal Rules of Civil Procedure; provided, however, that
the Arbitrator shall have the authority to establish an expedited discovery
schedule and cutoff and to resolve any discovery disputes. The Arbitrator shall
not have jurisdiction or authority to change any provision of this Agreement by
alterations of, additions to or subtractions from the terms hereof. The
Arbitrator's sole authority in this regard shall be to interpret or apply any provision(s) of this Agreement. The Arbitrator shall be limited to awarding
compensatory damages, including unpaid wages or benefits, but shall have no
authority to award punitive, exemplary or similar-type damages.

        6.2.   
Any claim or controversy not sought to be submitted to arbitration, in writing,
within 120 days of when it arose shall be deemed waived and the moving party
shall have no further right to seek arbitration or recovery with respect to such
claim or controversy.

        6.3.   
The arbitrator shall be entitled to award expenses, including the costs of the
proceeding, and reasonable counsel fees.

        6.4.   
The parties hereby acknowledge that since arbitration is the exclusive remedy,
neither party has the right to resort to any federal, state or local court or
administrative agency concerning breaches of this Agreement, except as otherwise
provided herein in paragraph 6, and that the decision of the Arbitrator shall be
a complete defense to any suit, action or proceeding instituted in any federal,
state or local court before any administrative agency with respect to any
arbitrable claim or controversy.

7.    General Provisions.






        7.1.   

The parties agree
that the covenants and promises set forth in paragraphs 4, 5 and 6 shall survive
the termination of this Agreement and continue in full force and effect.

        7.2.   
Except as otherwise provided in paragraph 6.2 above, failure to insist upon
strict compliance with any term hereof shall not be considered a waiver of any
such term.    

        7.3.   
This Agreement and its attachments, along with any other document or policy or
practice referenced herein (which are collectively referred to as "Agreement"
herein), contain the entire agreement of the parties regarding Executive's
employment and supersede any prior written or oral agreements or understandings
relating to the same. No modification or amendment of this Agreement shall be
valid unless in writing and signed by or on behalf of both parties.

        7.4.   
Once signed by both parties, this Agreement shall be binding upon and shall
inure to the benefit of the heirs, successors, and assigns of the parties.

        7.5.   
This Agreement is intended to be performed in accordance with, and only to the
extent permitted by, all applicable laws, ordinances, rules and regulations. If
any provisions of this Agreement, or the application thereof to any person or
circumstance, shall, for any reason and to any extent, be held invalid or
unenforceable, such invalidity and unenforceability shall not affect the
remaining provisions hereof and the application of such provisions to other
persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law.

        7.6.   
The validity, construction, and interpretation of this Agreement and the rights
and duties of the parties hereto shall be governed by the laws of the State of
Ohio, without reference to the Ohio choice of law rules.

        7.7.   
Any written notice required or permitted hereunder shall be mailed, certified
mail (return receipt requested) or hand-delivered, addressed to Company's
President at Company's corporate headquarters in Warrendale, PA, or to Executive
at the most recent home address. Notices are effective upon receipt.

        7.8.   
The rights of Executive under this Agreement shall be solely those of an
unsecured general creditor of Company.

        7.9.   
The headings in this Agreement are inserted for convenience of reference only
and shall not be a part of or control or affect the meaning of any provision
hereof.


[signature page follows]


IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement.


	 	 


    	EXECUTIVE
	 	 	 
	 	 


    	/s/ Michael Leedy  
	 	 


    	Michael Leedy
	 	 	 
	 	 


    	Signed:
    
     July 30, 2003

    
	 	 	 
	 	 


    	AMERICAN EAGLE OUTFITTERS, INC.
	 	 	 


  	
    By:



    	 


    	/s/ Roger Markfield 
	 	 


    	Roger Markfield
	
    Its:



    	 


    	President and Co-Chief Executive Officer
	 	 	 
	 	 


    	Signed:
    
     July 30, 2003