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