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                                                                   EXHIBIT 10.12

                        RESTRICTED SHARES AWARD AGREEMENT
             (1998 Restatement of 1996 Stock Option and Performance
                  Incentive Plan -- No Performance-Based Goals)

      This RESTRICTED SHARES AWARD AGREEMENT (this "AGREEMENT") is made to be
effective as of _______________, 200__ (the "GRANT DATE"), by and between
Abercrombie & Fitch Co., a Delaware corporation (the "COMPANY"), and
________________________ (the "PARTICIPANT").

                                   WITNESSETH:

      WHEREAS, pursuant to the provisions of the 1998 Restatement of the 1996
Stock Option and Performance Incentive Plan of the COMPANY (the "PLAN"), the
Compensation Committee (the "COMMITTEE") of the Board of Directors of the
COMPANY administers the PLAN; and

      WHEREAS, the COMMITTEE has determined that _____ (____) shares of Class A
Common Stock, $0.01 par value, of the COMPANY (the "RESTRICTED SHARES") should
be granted to the PARTICIPANT subject to the restrictions, conditions and other
terms set forth in this AGREEMENT;

      NOW, THEREFORE, in consideration of the premises, the parties hereto make
the following agreement, intending to be legally bound thereby:

      1. Grant of RESTRICTED SHARES. The COMPANY hereby grants to the
PARTICIPANT ___________________ (________) RESTRICTED SHARES of the COMPANY
(subject to adjustment as provided in Section 3 of this AGREEMENT). Each
RESTRICTED SHARE shall represent one issued and outstanding share of Class A
Common Stock, $0.01 par value (the "COMMON SHARES"), of the COMPANY, but shall
be subject to the restrictions, conditions and other terms set forth in this
AGREEMENT.

      2. Terms and Conditions of the RESTRICTED SHARES.

            (A) RESTRICTED PERIOD. Except as provided under Sections 4 and 5 of
this AGREEMENT, the period of restriction (the "RESTRICTED PERIOD"), after which
the RESTRICTED SHARES shall become vested and no longer be subject to forfeiture
to the COMPANY, shall lapse according to the following schedule:

                  (i) the RESTRICTED PERIOD shall lapse as to _____% of the
RESTRICTED SHARES (subject to adjustment as provided in Section 3 of this
AGREEMENT), and such RESTRICTED SHARES shall become vested, on the ______
anniversary of the GRANT DATE, provided the PARTICIPANT is employed by the
COMPANY or a subsidiary of the COMPANY on such date;

                  (ii) the RESTRICTED PERIOD shall lapse as to an additional
_____% of the RESTRICTED SHARES (subject to adjustment as provided in Section 3
of this AGREEMENT), and such RESTRICTED SHARES shall become vested, on the
______

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anniversary of the GRANT DATE, provided the PARTICIPANT is employed by the
COMPANY or a subsidiary of the COMPANY on such date;

                  (iii) the RESTRICTED PERIOD shall lapse as to an additional
_____% of the RESTRICTED SHARES (subject to adjustment as provided in Section 3
of this AGREEMENT), and such RESTRICTED SHARES shall become vested, on the
______ anniversary of the GRANT DATE, provided the PARTICIPANT is employed by
the COMPANY or a subsidiary of the COMPANY on such date; and

                  (iv) the RESTRICTED PERIOD shall lapse as to an additional
_____% of the RESTRICTED SHARES (subject to adjustment as provided in Section 3
of this AGREEMENT), and such RESTRICTED SHARES shall become vested, on the
______ anniversary of the GRANT DATE, provided the PARTICIPANT is employed by
the COMPANY or a subsidiary of the COMPANY on such date.

            (B) Restrictions on Transfer. The RESTRICTED SHARES may not be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of until the
applicable RESTRICTED PERIOD has lapsed and the RESTRICTED SHARES have become
vested. Any stock certificate issued in respect of the RESTRICTED SHARES shall
bear an appropriate legend evidencing the restrictions on transfer contemplated
by this AGREEMENT and prohibiting the transfer thereof except in accordance with
the terms of this AGREEMENT.

            (C) Lapse of RESTRICTED PERIOD. Upon the lapse of the RESTRICTED
PERIOD applicable to the RESTRICTED SHARES, the COMPANY shall deliver a stock
certificate for or other appropriate documentation evidencing the number of
COMMON SHARES of the COMPANY with respect to which restrictions have lapsed,
free of all such restrictions, to the PARTICIPANT.

            (D) Tax Withholding. The COMPANY shall have the right to require the
PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any
applicable federal, state and local tax withholding requirements in respect of
the vesting of the RESTRICTED SHARES. These tax withholding requirements may be
satisfied in one of several ways, including:

                  (i) The PARTICIPANT may give the COMPANY cash equal to the
amount required to be withheld or tender COMMON SHARES of the COMPANY already
owned by the PARTICIPANT for at least six months by actual delivery of the
already-owned COMMON SHARES and having a fair market value (based on the closing
sale price of the COMMON SHARES as reported on the New York Stock Exchange or,
if the COMMON SHARES are not traded on the New York Stock Exchange, "fair market
value" as defined in the PLAN) on the exercise date equal to the amount required
to be withheld; or

                  (ii) The COMPANY may withhold COMMON SHARES otherwise
deliverable upon vesting of the RESTRICTED SHARES having a fair market value
(based on the closing sale price of the COMMON SHARES as reported on the New
York Stock Exchange or, if the COMMON SHARES are not traded on the New York
Stock Exchange, "fair market value" as defined in the PLAN) on the exercise date
equal to the amount required to be withheld (but only to

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the extent of the minimum amount that must be withheld to comply with applicable
state, federal and local income, employment and wage tax laws).

            (E) Rights as Holder of RESTRICTED SHARES. The PARTICIPANT shall not
have the right to vote the RESTRICTED SHARES (or the underlying COMMON SHARES)
or the right to receive any dividends with respect to the RESTRICTED SHARES (or
the underlying COMMON SHARES) until the applicable RESTRICTED PERIOD has lapsed
and the RESTRICTED SHARES have vested.

      3. Adjustments and Changes in the COMMON SHARES.

            (A) If there is a change in the outstanding COMMON SHARES of the
COMPANY by reason of a stock dividend, extraordinary cash dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
separation, reorganization, liquidation or other similar corporate change, the
COMMITTEE shall appropriately adjust the number of RESTRICTED SHARES subject to
this AGREEMENT and any other limits or terms of the RESTRICTED SHARES as may be
necessary to reflect such event. Fractional RESTRICTED SHARES resulting from any
adjustment in the RESTRICTED SHARES pursuant to this Section 3(A) shall be
rounded down to the nearest whole number of RESTRICTED SHARES.

            (B) Notice of any adjustment pursuant to this Section 3 shall be
given by the COMPANY to the PARTICIPANT.

      4. Acceleration of Vesting of RESTRICTED SHARES. Upon the occurrence of a
"Change of Control" (as such term is defined in the PLAN), the RESTRICTED PERIOD
applicable to the RESTRICTED SHARES shall immediately lapse and the RESTRICTED
SHARES shall become fully vested.

      5. Effect of Termination of Employment.

            (A) The grant of the RESTRICTED SHARES shall not confer upon the
PARTICIPANT any right to continue in the employment of the COMPANY or any of its
subsidiaries or interfere with or limit in any way the right of the COMPANY or
any of its subsidiaries to modify the terms of or terminate the employment of
the PARTICIPANT at any time in accordance with applicable law and the COMPANY's
or the subsidiary's governing corporate documents.

            (B) Except as the COMMITTEE may at any time provide, and subject to
Section 5(E) below, if the employment of the PARTICIPANT with the COMPANY and
its subsidiaries is terminated for any reason other than death or total
disability prior to the lapsing of the RESTRICTED PERIOD applicable to the
RESTRICTED SHARES, the RESTRICTED SHARES shall be forfeited to the COMPANY.

            (C) If the PARTICIPANT becomes "totally disabled" as defined in the
PLAN, the RESTRICTED PERIOD applicable to the RESTRICTED SHARES shall
immediately lapse and the RESTRICTED SHARES shall become fully vested.

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            (D) If the PARTICIPANT dies while employed by the COMPANY or one of
its subsidiaries, the RESTRICTED PERIOD applicable to the RESTRICTED SHARES
shall immediately lapse and the RESTRICTED SHARES shall become fully vested.

            (E) Upon the retirement of the PARTICIPANT, the COMMITTEE may, but
shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable
to the RESTRICTED SHARES.

      6. PLAN as Controlling. All terms and conditions of the PLAN applicable to
the RESTRICTED SHARES which are not set forth in this AGREEMENT shall be deemed
incorporated herein by reference. In the event that any term or condition of
this AGREEMENT is inconsistent with the terms and conditions of the PLAN, the
PLAN shall be deemed controlling. The PARTICIPANT acknowledges receipt of a copy
of the PLAN and of the Prospectus related to the PLAN.

      7. Governing Law. To the extent not preempted by federal law, this
AGREEMENT shall be governed by and construed in accordance with the laws of the
State of Delaware.

      8. Rights and Remedies Cumulative. All rights and remedies of the COMPANY
and of the PARTICIPANT enumerated in this AGREEMENT shall be cumulative and,
except as expressly provided otherwise in this AGREEMENT, none shall exclude any
other rights or remedies allowed by law or in equity, and each of said rights or
remedies may be exercised and enforced concurrently.

      9. Captions. The captions contained in this AGREEMENT are included only
for convenience of reference and do not define, limit, explain or modify this
AGREEMENT or its interpretation, construction or meaning and are in no way to be
construed as a part of this AGREEMENT.

      10. Severability. If any provision of this AGREEMENT or the application of
any provision hereof to any person or any circumstance shall be determined to be
invalid or unenforceable, then such determination shall not affect any other
provision of this AGREEMENT or the application of said provision to any other
person or circumstance, all of which other provisions shall remain in full force
and effect, and it is the intention of each party to this AGREEMENT that if any
provision of this AGREEMENT is susceptible of two or more constructions, one of
which would render the provision enforceable and the other or others of which
would render the provision unenforceable, then the provision shall have the
meaning which renders it enforceable.

      11. Number and Gender. When used in this AGREEMENT, the number and gender
of each pronoun shall be construed to be such number and gender as the context,
circumstances or its antecedent may required.

      12. Entire Agreement. This AGREEMENT, including the PLAN incorporated
herein by reference, constitutes the entire agreement between the COMPANY and
the PARTICIPANT in respect of the subject matter of this AGREEMENT, and this
AGREEMENT supersedes all prior and contemporaneous agreements between the
parties hereto in connection with the subject matter of this AGREEMENT. No
officer, employee or other servant or agent of the COMPANY, and no

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servant or agent of the PARTICIPANT, is authorized to make any representation,
warranty or other promise not contained in this AGREEMENT. No change,
termination or attempted waiver of any of the provisions of this AGREEMENT shall
be binding upon either party hereto unless contained in a writing signed by the
party to be charged.

      13. Successors of the COMPANY. The obligations of the COMPANY under this
AGREEMENT shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the COMPANY,
or upon any successor corporation or organization succeeding to substantially
all of the assets and businesses of the COMPANY. In the event of any of the
foregoing, the COMMITTEE may, at its discretion prior to the consummation of the
transaction, cancel, offer to purchase, exchange, adjust or modify the
RESTRICTED SHARES, at such time and in such manner as the COMMITTEE deems
appropriate and in accordance with applicable laws, rules and regulations.

      IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed
by its duly authorized officer, and the PARTICIPANT has executed this AGREEMENT,
in each case effective as of the GRANT DATE.

                              COMPANY:

                              ABERCROMBIE & FITCH CO.

                              By: _____________________________________________
                              Its: ____________________________________________
                              Title: __________________________________________

                              PARTICIPANT:
                              __________________________________________________
                              Printed Name: ____________________________________

                              Address:
                              __________________________________________________
                              __________________________________________________
                              __________________________________________________

                              Social Security Number: __________________________

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