Long-Term Cash Incentive Compensation Plan - AnnTaylor Stores Corp.

                                AMENDMENT TO THE
                                ----------------
                          ANNTAYLOR STORES CORPORATION
                          ----------------------------
                  LONG-TERM CASH INCENTIVE COMPENSATION PLAN
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      This Amendment is made to the AnnTaylor Stores Corporation  Long-Term Cash
Incentive  Compensation Plan (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 9 of
the Plan;

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

            1.  Section  2 of the  Plan  is  amended  by  adding  the  following
definition as Section 2(d) and renumbering the following paragraphs of Section 2
accordingly:

      '(d)  A 'Change in Control' shall be deemed to have occurred if:

      (I)   any  'person',  as such term is used in Section 13(d) and 14(d) of
            the Exchange Act,  other than (1) the Company,  (2) any trustee or
            other  fiduciary  holding  securities  under an employee  benefits
            plan of the Company,  or (3) any  corporation  owned,  directly or
            indirectly,  by the stockholders of the Company (in  substantially
            the same  proportion  as their  ownership  of shares) (a 'Person')
            is or becomes  the  'beneficial  owner' (as  defined in Rule 13d-3
            under the Exchange  Act),  directly or  indirectly,  of securities
            of the Company  representing  30% or more of the  combined  voting
            power of the Company's then outstanding voting securities;

      (II)  during  any  period  of  not  more  than  two  consecutive  years,
            individuals  who at the  beginning of such period  constitute  the
            Board,  and any new director (other than a director  designated by
            a person who has  entered  into an  agreement  with the Company to
            effect a  transaction  described  in clause (I),  (III) or (IV) of
            this Section 2(d)) whose  election by the  Company's  stockholders
            was  approved  by a  vote  of at  least  two-thirds  (2/3)  of the
            directors  at the  beginning  of the period or whose  election  or
            nomination  for election for election was  previously so approved,


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            cease for any reason to constitute at least a majority thereof;

      (III) the stockholders of the Company approve a merger or consolidation of
            the Company with any other  corporation,  other than (A) a merger or
            consolidation  which would  result in the voting  securities  of the
            Company   outstanding   immediately  prior  thereto   continuing  to
            represent  (either by remaining  outstanding  or by being  converted
            into voting  securities  of the  surviving or parent  entity) 50% or
            more of the combined  voting power of the voting  securities  of the
            Company or such surviving or parent entity  outstanding  immediately
            after such merger or  consolidation or (B) a merger or consolidation
            effected to implement a recapitalization  of the Company (or similar
            transaction)  in which no Person is or becomes the beneficial  owner
            (as  defined  in clause  (I)  above),  directly  or  indirectly,  of
            securities of the Company  representing  30% or more of the combined
            voting power of the Company's then outstanding securities; or

      (IV)  the   stockholders  of  the  Company  approve  a  plan  of  complete
            liquidation  of  the  Company  or  an  agreement  for  the  sale  or
            disposition  by  the  Company  of all  or  substantially  all of the
            Company's assets (or any transaction having a similar effect).'


            2.  Section  6 of the  Plan  is  amended  by  adding  thereto  a new
paragraph (f) to read as follows:

            '(f)  Notwithstanding the preceding provisions of this Section 6, in
            the  event of a  Change  in  Control,  a pro rata  cash  payment  in
            cancellation  of  outstanding  Awards in respect of each  incomplete
            Performance  Cycle shall be made to each  Participant  within thirty
            (30) business days following the date of the Change in Control.  The
            pro rata payment with respect to each incomplete  Performance  Cycle
            applicable to such  Participant  shall be calculated by  multiplying
            (X) times (Y), where (X) equals the amount to which the  Participant
            would be entitled had the Performance  Cycle been completed,  taking
            into account for this purpose (1) actual  earnings per share for any
            fiscal year within the Performance Cycle that was completed prior to
            the Change in  Control,  (2) for the fiscal year in which the Change
            in  Control  occurs,   the  earnings  per  share  derived  from  the
            Board-approved  operating  budget for such fiscal year,  and (3) for
            any fiscal year in such  Performance  Cycle subsequent to the fiscal
            year in which the Change in Control occurs,  the projected  earnings
            per share for such fiscal year  presented  to the  Committee  at the
            time  the   Performance   Goal  for  such   Performance   Cycle  was

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            established, and (Y) equals a fraction the numerator of which is the
            number of full and  partial  months in such  incomplete  Performance
            Cycle that have  elapsed as of the date of the Change in Control and
            the  denominator  of which is the  number of months in the  complete
            Performance Cycle.'

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