2. How To Enter The Sweepstakes: During the Promotion Period, you may enter the Sweepstakes online or at participating Ann Taylor Store locations. Online: You may enter online by visiting www.anntaylor.com/giveaway (the "Website"), clicking on the promotion link and completing all required registration information. Limit one (1) online registration entry per person/email address per day. You may earn additional entries into the sweepstakes online by submitting the names and e-mail addresses of up to three (3) friends that you think will be interested in the Sweepstakes. For every friend you refer, you will receive one additional entry into the Sweepstakes (names and email addresses must be unique and no duplicate names/email addresses may be submitted). Limit three (3) entries per person/e-mail address per day via the Referral Method of entry. More than the specified number of entries from any person or e-mail address will void all entries from that person or e-mail address. All online entries must be received by 11:59:59 p.m. ET on 5/11/08. Ann Taylor Store Locations: Official Entry Forms will be available at participating Ann Taylor Store locations (not Ann Taylor LOFT Stores or Ann Taylor Factory Stores) from 4/1/08 through 5/11/08, or while supplies last. On an Official Entry Form or on a plain 3" x 5" paper, hand print your name, full address and (optional) email address. Deposit your completed entry in the ballot box located at your participating Ann Taylor Store location by close of business on 5/11/08. Normal Internet access and usage charges imposed by your on-line service will apply. Mechanically reproduced or automated entries, or those generated by script or bot are not eligible. All entries must be complete to be eligible. All entries become property of the Sponsor and will not be returned.

3. How To Play The Online Match & Win Game/Verification: After successfully entering the sweepstakes online, as referenced above, entrants will have the opportunity to play an online Match & Win game for a chance to win an Instant Win Prize. To play, entrants must click on three of the boxes shown on screen to reveal the images "underneath" the boxes. If all three images revealed exactly match, a winning message will be displayed and your prize will be sent to you automatically within 4-6 weeks after the Promotion ends. Limit one instant win prize per person. Game plays generated by script or bot are not eligible. All instant winners are subject to verification of eligibility. If, due to an error of any kind, more winning prize messages are displayed, or more instant win prizes are claimed than are intended to be awarded as indicated above, the intended number of instant win prizes will be awarded in a random drawing from among all verified instant win prize claims received. In no event will the Sponsor be obligated to award more than the stated number of instant win prizes.

4. Eligibility: Open to legal residents of the U.S. (excluding the Virgin Islands), who are 18 years of age or older as of date of entry. Employees of Ann Taylor Retail, Inc., and Don Jagoda Associates, Inc., their parents, subsidiaries, divisions, affiliates, customer service agencies and their employees and the immediate family members and those residing in the same household of each are not eligible. Void in the Virgin Islands and where prohibited and subject to all federal, state and local laws.

5. Prizes, Approximate Retail Values ("ARV") And Random Drawing: Sweepstakes Grand Prize (1): Winner's choice of a 6-day/5-night trip for two (2) to Paris, France or Florence, Italy. Both trips include: Round-trip air transportation from the airport closest to Grand Prize Winner's home to destination city, round-trip ground transportation between airport and hotel in destination city, five (5) nights hotel accommodations (based on double occupancy) and winner will receive a $2,000 cash allowance, awarded in the form of a check, and a $2,000 Ann Taylor Shopping Spree, awarded in the form of an Ann Taylor Gift Card. The ARV of the Paris, France trip is: $9,000. The ARV of the Florence, Italy trip is: $9,200. All travel must be completed within one year from the date awarded. Gift card restrictions may apply. Sweepstakes winner will be selected in a random drawing from among all eligible entries received. Drawing will be conducted on or about June 30, 2008, by Don Jagoda Associates, Inc., an independent judging organization whose decisions are final on all matters relating to this Promotion. Odds of winning the Sweepstakes Grand Prize are dependent upon the total number of eligible entries received. Instant Win Prizes (20): A $100 Ann Taylor Gift Card (ARV: $100 each). Approximate Odds of winning an Instant Win Prize are 1:15,000. Limit one Sweepstakes Grand Prize and one Online Instant Win Prize per person/household. Prizes are nontransferable and no cash substitutions are allowed except by the Sponsor, who reserves the right to award a prize of equal or greater value. Sweepstakes Grand Prize will be awarded and winner will be notified by mail/email. Sweepstakes Grand Prize winner may also be contacted by phone, if necessary.

6. General Rules: Grand Prize winner will be required to execute and return an affidavit of eligibility and liability/publicity release (where legal) within seven (7) days of notification attempt or prize will be forfeited and an alternate winner selected. Return of any Instant Win prize or prize notification as undeliverable may result in disqualification. Grand Prize airline tickets are for travel from major airport in the United States nearest Grand Prize Winner's residence (as determined by Sponsor in its sole discretion) to the destination city. Airline carrier's regulations and conditions apply. Trip may not be combined with any other offer and travel may not qualify for frequent flyer miles. Grand Prize Winner and travel companion must travel together on the same itinerary. Travel companion of Grand Prize Winner (or parent/legal guardian if travel companion is a minor) will be required to execute a Release of Liability/Publicity Release (where legal) prior to departure; if travel companion is a minor, he/she may only travel with his/her parent or legal guardian (i.e., the winner). Grand Prize Winner and travel companion must possess valid travel documents (i.e., valid passport, visa, etc.) in order to travel. All travel must be completed within one year from the date awarded; dates of departure and return are subject to change. Seat selection and timing of trip subject to availability and confirmation of reservations. No refunds or credit for changes are allowed. All other expenses and costs, not expressly listed above, including, but not limited to, taxes, tips, entertainment, and transportation to airport to and from Winner's residence are the Grand Prize Winner's sole responsibility. Acceptance of prize constitutes permission to use winner's name and likeness for promotional purposes without further compensation except where prohibited by law. Winners release Sponsor and its parent, subsidiaries, affiliates, directors, officers, employees, agents and all others associated with the development and execution of this Promotion from any and all liability for damages, losses or injury resulting from participation in the Promotion or acceptance or use of any prize. Income and other taxes, if any, related to the prize are the winner's sole responsibility. By entering, entrant accepts and agrees to be bound by these Official Rules. Use of computer programs and other automatic means to enter sweepstakes or play the online game is prohibited. Online entries/game plays will be declared to be made by the authorized account holder of the e-mail address submitted at the time of entry/game play. "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an Internet Access provider, Online Service provider, or other organization (e.g., business, educational institution etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Sponsor reserves the right at its sole discretion to disqualify any individual that tampers or attempts to tamper with the entry/game play process or the operation of the Promotion or website; violates the Official Rules; acts in an unsportsmanlike or disruptive manner; or acts with intent to annoy, abuse, threaten or harass any other person. Sponsor and its agencies are not responsible for incomplete entries or for technical, hardware or software malfunctions, telephone failures of any kind, lost or unavailable network connections, or failed, incorrect, inaccurate, incomplete, garbled or delayed electronic communications, whether caused by the sender, by any of the equipment or programming associated with or utilized in this Promotion which may limit the ability to participate, or by any human error which may occur in the processing of the entries/game plays in this Promotion. Sponsor reserves the right to cancel, terminate or modify the Promotion if it cannot be completed as planned for any reason, including for infection by computer virus, bugs, tampering, unauthorized intervention, technical failures or corruption of any sort. In such event, Sponsor will award all Instant Win Prizes claimed prior to cancellation and award Sweepstakes Grand Prize from eligible online entries received prior to cancellation and Ann Taylor Store location entries. The Sponsor is not responsible for any typographical or other error in the printing of the promotion materials or the offering or announcement of the prizes/offers.

7. Winners List: For the winners' names, available after July 22, 2008, visit www.anntaylor.com/giveaway by August 22, 2008.

8. Sponsor/Administrator: The Sponsor of the promotion is Ann Taylor Retail, Inc., 7 Times Square, New York, NY 10036. The Administrator of the promotion is Don Jagoda Associates, Inc., 100 Marcus Drive, Melville, NY 11747.