Employment Agreement - AnnTaylor Stores Corp. and Barry Erdos


                    AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT



      This  Amendment No. 2, dated as of November 25, 2001,  between  AnnTaylor

Stores   Corporation  (the  "Company")  and  Barry  Erdos  (the   "Executive"),

amending  the  Employment  Agreement  between the  Company  and the  Executive,

dated as of March 8, 2001,  as amended by the Amendment  Agreement  dated as of

June 1, 2001 (as so amended, the "Employment Agreement").



      For good and  valuable  consideration,  the  receipt and  sufficiency  of

which are hereby  acknowledged  by the parties,  the Company and the  Executive

agree as follows:



1.    All  capitalized  terms  used  and not  defined  herein  shall  have  the

      meanings ascribed to them in the Employment Agreement.



2.    Section  6(e)(iv) of the  Employment  Agreement is hereby amended to read

      in its entirety as follows:



.     (iv) The  Executive  shall  continue to be provided with the same medical

      and life insurance  coverage as existed  immediately  prior to the Notice

      of  Termination  or  Notice  of  Non-Renewal,  as the case  may be,  such

      coverage to  continue  throughout  the period  with  respect to which the

      Executive is entitled to receive  Severance  Payments  (or, if clause (B)

      of  Section  6(e)(ii)  applies,  for a period of two and  one-half  (2.5)

      years  following  the  Date  of  Termination);  provided,  however,  that
                                                      --------   -------
      benefits  otherwise  receivable by the Executive pursuant to this Section

      6(e)(iv)  shall be reduced to the extent  that  benefits of the same type

      are received by or made  available to the Executive  during the Severance

      Period  (and any  such  benefits  received  by or made  available  to the

      Executive shall be reported to the Company by the Executive).



3.    Except  as  expressly  provided  in this  Amendment  No. 2, the terms and

      conditions of the Agreement shall remain in full force and effect.



      IN WITNESS  WHEREOF,  the parties have executed this  Amendment as of the

date first written above.




                               ANNTAYLOR STORES CORPORATION



                               By: /s/J. Patrick Spainhour
                                   --------------------------



                                    /s/Barry Erdos
                                    -------------------------
                                       Barry Erdos