Offer of Employment

•      Start Date:

TBD

•      Title:

Senior Executive Vice President, Chief Operating Officer

•      Reporting to:

Kay Krill, President Ann Taylor Corporation

•      Base Salary:

$700,000 per annum, to be paid semi-monthly. This will be reviewed annually.

•      Bonus:

Annual bonus eligibility will be 70% of your base salary. This potential bonus will be determined by targets under the Annual Management Incentive Plan (AMIP) and paid at the sole discretion of the company.

•      Bonus Guarantee:

AMIP bonus of $700,000 payable on or around March 31, 2006, provided you are employed by the Company on the payment date.

•      Long Term Incentive Plan (LTIP):

LTIP eligibility will be 40% of your base salary. You are eligible to be included in the full 2005-2007 cycle.

•      Sign-On Bonus:

$200,000 to be paid on or about the Start Date. You will repay this in full if you voluntarily leave other than for “Good Reason”, as defined under the “Severance” section below, within one year of service.

•      Time-Vested Stock Options:

We are granting you 175,000 stock options, subject to the approval of the Compensation Committee of the Board. These options vest 50% on March 31, 2006 and 50% on March 31, 2007. The effective date of grant will be the Start Date and the exercise price will be the closing price on the business day immediately preceding the Start Date. You will receive a letter outlining the terms approximately 60 days from your hire date.