Exhibit 24.1

                  POWER OF ATTORNEY

         Know all by these presents, that the
undersigned hereby constitutes and appoints each of
Michael C. Ray and Jeffrey A. Blade, signing singly,
the undersigned's true and lawful attorney-in-fact to:

  1.     Execute for and on behalf of the undersigned,
 in the undersigned's capacity as an officer and/or director
 of Vera Bradley, Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act
 of 1934 and the rules and regulations promulgated thereunder;

  2.     Do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
 and execute any such Form 3, 4 or 5, complete and execute any
 amendment or amendments thereto and timely file such form with
 the United States Securities and Exchange Commission and any
national quotation system, national securities exchange, stock
exchange or similar authority; and

  3.     Take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of or legally required by the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such
 attorney-in-fact may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary
or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

         This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings
of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 26th day of May, 2011.

                   /s/ Frances P. Philip
                   -----------------------------------
                   Signature