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
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.