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Name and title: Barbara K. Eisenberg, senior vice president, general counsel and secretary Age: 58 Fashionable business: New York-based Ann Taylor Stores Corp. sells upscale women’s apparel in 622 Ann Taylor and Ann Taylor Loft stores, 26 “factory outlets” and online. Nearly all clothing and accessories are designed in-house, with production outsourced to manufacturers in 24 countries, predominately in Asia. The company has about 13,000 nonunion employees, including 8,200 part-time workers. It posted $1.58 billion in 2003 sales. Human rights: In recent years, human rights activists have criticized U.S. clothing retailers for buying their merchandise from foreign “sweatshops,” thus perpetuating garment workers’ low wages and poor working conditions. Ann Taylor and other leading clothiers have been targeted by anti-sweatshop shareholder resolutions, boycott threats and scattered union demonstrations. The animus against Ann Taylor on this issue is unfounded, said general counsel Barbara K. Eisenberg, citing her company’s long-standing concern for workers in its own stores and in suppliers’ factories. During her tenure, the company has deepened this commitment, said Eisenberg. In February 2002, Ann Taylor announced the adoption of new “global supplier principles” to prevent employment discrimination and unfair anti-union practices among its manufacturing partners. The company has hired a full-time “director of human rights compliance,” reporting directly to Eisenberg, and has retained an outside firm to monitor manufacturers’ treatment of workers. “This is not a new issue for Ann Taylor,” said Eisenberg. “We have always believed that our clients look to us for beautiful clothes that are made in a way [that] they could be proud to wear them.” Business suits: Ann Taylor has relatively little litigation, said Eisenberg, with no pending lawsuit significant enough for reference in recent Securities and Exchange Commission (SEC) filings. When Eisenberg became GC in 2001, though, Ann Taylor was in the midst of a five-year-old shareholder class action, involving allegations that the company misrepresented its inventory in 1994 and 1995. In 1998, the federal district court in Manhattan dismissed the suit as inadequately pleaded, but the 2d U.S. Circuit Court of Appeals reinstated the plaintiffs’ claims in 2000. Novak v. Kasaks, 216 F.3d 300 (2d Cir. 2000). Eisenberg worked closely with litigation counsel at New York’s Skadden, Arps, Slate, Meagher & Flom to expedite ongoing negotiations, which resulted in a settlement in late 2001. Ann Taylor announced that its net uninsured costs in the litigation were $3.3 million. The shareholder suit was “without merit,” said Eisenberg, “but . . . it sometimes makes sense to settle lawsuits even when you firmly believe you are in the right, because of the management time involved and the litigation fees.” The corporate look: Eisenberg has worked hard over the last two years to ensure compliance with the Sarbanes-Oxley Act and new SEC financial disclosure requirements. However, these reforms have been a “nonsignificant event” for Ann Taylor, she said. “Our board and management have always been proactive on corporate governance, so while the amount of work for Sarbanes was huge, it was really more in formalizing what we have already done.” Eisenberg helped revamp Ann Taylor’s disclosure committee, which meets at least twice before every SEC filing to review financial reports from U.S. and foreign offices, and to consult with the audit committee and outside auditors. Apparel attorneys: Eisenberg reports to Chairman and CEO J. Patrick Spainhour, and supervises assistant general counsel Judy Tieh and Kathy Rhew. “We do as much in-house as we can,” said Eisenberg, including most corporate work, licensing matters and SEC filings. For major transactions and complex corporate matters, Eisenberg calls on Skadden Arps, and Cleary, Gottlieb Steen & Hamilton of New York. Washington’s Shaw Pittman helps with major licensing matters, and Cowan, Liebowitz & Latman of New York handles trademarks. Couture and culture: Ann Taylor purchases its clothing and accessories from 260 manufacturers and vendors scattered in two dozen countries, with 40% of its merchandise made in China and Hong Kong, 13% in the Philippines and 8% in Korea. Eisenberg retains local counsel in the countries where Ann Taylor has significant commercial ties. “I make it a point to meet with every foreign lawyer that we do business with so that they understand . . . how Ann Taylor expects our business and legal work to be run.” She also tries to understand the realities of foreign business and legal cultures. “If there is no tradition of 50-page [contracts] in China, then why have a 50-page document if there is another way to achieve our objectives and protect the company?” she asked. Label lioness: Eisenberg is irked by those who try to profit from Ann Taylor’s good name by hawking counterfeit or pirated merchandise. “We have the advantage of knowing that if something [with an Ann Taylor label] is not being sold in one of our stores, or factory outlets, or Internet, it’s either a knockoff or it’s merchandise that has been diverted,” she said. “Suppliers know that we follow up with any leads that our clothes are being sold through unauthorized outlets.” Route to the top: Eisenberg was raised in Manhattan’s West Side. She graduated from Barnard College in 1967 with a degree in international relations, and received her law degree from Columbia Law School in 1970. Eisenberg then signed on as a corporate associate at New York’s Kaye Scholer, leaving in 1975 to go in-house at Sperry Rand. Three years later, she became the first GC of Pantasote Inc., a Greenwich, Conn.-based chemical company. Eisenberg moved on in 1986 to become associate GC of Burlington Industries, working in the New York office of the Greensboro, N.C.-based textile firm. In 1998, she was hired as first general counsel of J. Crew Inc., the New York-based casual clothing retailer. Eisenberg joined Ann Taylor in September 2001. Personal: Husband Edward Eisenberg is a psychoanalyst with a private practice in Manhattan. Daughter Jenn, 27, works in marketing for a not-for-profit corporation. Eisenberg’s outside interests include skiing and gardening. Last book: John Adams, by David McCullough.

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