SECRETARY'S CERTIFICATE Amendment to the AnnTaylor Stores Corporation Management Performance Compensation Plan The undersigned, being the Secretary of AnnTaylor Stores Corporation (the "Company"), hereby certifies that, at a meeting of the Board of Directors of the Company duly held on February 24, 1995, the Board of Directors of the Company, by resolution duly adopted, unanimously approved and adopted the following amendment to the AnnTaylor Stores Corporation Management Performance Compensation Plan, as heretofore amended and restated, such amendment to be effective as of February 24, 1995: "Section 4(b) of the Plan is hereby amended to read in its entirety as follows: (b) Prior to the beginning of a Season, or by such later date permissible under Section 162(m) of the Code, and after the Company's Budget for a Season shall have become available, the Chief Executive Officer of the Company shall submit to the Committee a list of the manes, titles, salaries and suggested Performance Percentages of those eligible Associates whom the Chief Executive Officer recommends that the Committee designate as Participants under this Plan for such Season." IN WITNESS WHEREOF, the undersigned has hereunto affixed her signature as Secretary of the Company, this 24th day of February, 1995. /s/ Jocelyn F.L. Barandiaran ______________________________ Jocelyn F.L. Barandiaran Secretary AnnTaylor Stores Corporation