Amended Share Repurchase Program




	


AMENDED SHARE
REPURCHASE PROGRAM



     THIS
AGREEMENT is entered into as of October 31, 2002 between THE TALBOTS, INC., a Delaware
corporation (“Talbots”) and AEON (U.S.A.), INC., a Delaware corporation (“AEON USA”). 



     WHEREAS,
Talbots originally initiated its share repurchase program in February 1995 and
subsequently extended such program from time to time up to the date hereof; and  



     WHEREAS,
as part of the share repurchase program, for each month in which Talbots repurchased
shares from the public shareholders, Talbots then repurchased such numbers of shares of
Common Stock from AEON USA sufficient to maintain substantially the same percentage
ownership in Talbots between AEON USA and the public shareholders, with the only
exception being the $50 million share repurchase program established by the Company in
October 2001 in which AEON USA did not participate; and  



     WHEREAS,
Talbots has completed the most recent share repurchase program and the Board of Directors
of Talbots believes that it is in the best interests of Talbots and its shareholders to
extend the share repurchase program; and  



     WHEREAS,
the Board of Directors of Talbots has now authorized the expenditure of up to an
additional $50 million for the repurchase of shares of Common Stock under the amended
share repurchase program, such repurchases to be made from time to time over a two year
period (the “Program”); and  



     WHEREAS,
it is agreed that the price to AEON USA for shares repurchased from AEON USA under the
Program will continue to be the weighted average price paid to the public shareholders
for the month;  



     NOW,
THEREFORE, it is agreed by Talbots and AEON USA as follows:  



     1.     
Purchase Dates.   On a business day (“monthly purchase date”) occurring in the last
five (5) calendar days of each calendar month in which Talbots has purchased shares of
its Common Stock from the public in open market purchases, privately negotiated
transactions or otherwise, Talbots will purchase from AEON USA, and AEON USA will
transfer and sell to Talbots, a pro rata number of shares of Talbots Common Stock.  



     2.     
Purchase Price.  The purchase price to be paid by Talbots to AEON USA for the shares purchased
from AEON USA under the Program will be equal to the weighted average price (excluding
commissions, mark-ups, fees and other costs) paid by Talbots for the shares of Talbots
Common Stock purchased from the public shareholders for such calendar month under the
Program (the “Weighted Average Price”).  



     3.     
Purchase Notice.  At least one (1) business day before each monthly purchase date, Talbots will
provide written notice to AEON USA by telecopy or otherwise of (a) the total number of
shares of Talbots Common Stock purchased by Talbots from the public shareholders for the
particular calendar month under the Program and the respective purchase prices of such
shares purchased from the public shareholders, (b) the total number of shares of Talbots
Common Stock to be purchased from AEON USA on the monthly purchase date pursuant to
paragraph 1 above, (c) the purchase price to be paid by Talbots to AEON USA determined
under paragraph 2 above, and (d) the aggregate purchase price to be paid by Talbots to
AEON USA for all shares to be purchased from AEON USA for such month.  



     4.     
Payment.   On each monthly purchase date Talbots will make payment to AEON USA for the
shares being purchased from AEON USA for such month. Payment of the purchase price will
be by wire transfer or other mutually agreed payment method. 



     5. Transfer
of AEON USA Shares.   On or promptly following each monthly purchase date, AEON USA
will deliver stock certificates to the stock transfer agent of Talbots with instructions
to transfer the total number of Talbots shares of Common Stock purchased by Talbots from
AEON USA for such month. AEON USA will also deliver to the stock transfer agent such
stock powers and other instruments as may be necessary to give effect to such purchase.  



     6. General.
This Agreement is binding upon and is for the benefit of Talbots and AEON USA and their
respective successors and assigns, and no other person or entity shall have any rights or
benefits under this Agreement either as a third party beneficiary or otherwise. This
Agreement may be amended by an agreement signed by Talbots and AEON USA.  



     IN
WITNESS WHEREOF, the parties have each signed and delivered this Agreement as of the date
set forth on the first page of this Agreement.  










			THE TALBOTS, INC.



By:  EDWARD L. LARSEN 
——————————————

Name:  Edward L. Larsen
Title:    Senior Vice President, Finance,

             Chief Financial Officer and Treasurer






			AEON (U.S.A.), INC.



By:  ISAO TSURUTA 
——————————————

Name:  Isao Tsuruta
Title:    Executive Vice President