1992 Stock Option and Restricted Stock and Unit Award Plan - AnnTaylor Stores Corp.


                                AMENDMENT TO THE

                          ANNTAYLOR STORES CORPORATION

                        1992 STOCK OPTION AND RESTRICTED
                            STOCK AND UNIT AWARD PLAN



      This  Amendment is made to the  AnnTaylor  Stores  Corporation  1992 Stock
Option and  Restricted  Stock and Unit Award Plan,  as  heretofore  restated and
amended (the 'Plan').  This  Amendment  shall be effective as of March 10, 2000.
Capitalized  terms used but not defined herein shall have the meanings  ascribed
to them in the Plan.

      WHEREAS, by resolution adopted on March 10, 2000 by the Board of Directors
of AnnTaylor Stores Corporation (the 'Company'), the Company has determined that
it is in its best interest and that of its stockholders to amend the Plan as set
forth herein, pursuant to the authority retained by the Company in Section 10 of
the Plan;

            NOW, THEREFORE, the Plan is hereby amended as follows:

      1.  Section  6(i)(2)  of the Plan is amended  by  restating  the final two
sentences thereof to read as follows:

      Following the  Acceleration  Event,  the  Committee  shall provide for the
      cancellation of all Options then outstanding. Upon such cancellation,  the
      Corporation shall make, in exchange therefor, a cash payment for each such
      Option in an amount  per share  equal to the  difference  between  the per
      share  exercise  price of such Option and the Fair Market Value of a share
      of  Common  Stock on the date  during  the  prior  sixty-day  period  that
      produces the highest Fair Market Value.


      Except as herein modified, the Plan shall remain in full force and effect.