Fleet Letter



[Fleet Letterhead]





The Talbots, Inc.          
          
                    
           
           
          
          
          
           March 6, 2001

175 Beal Street

Hingham, MA 02043


	Attention:		Mr. Edward L. Larsen

                           Senior Vice President, Finance

                           Chief Financial Officer and Treasurer



Dear Ed:

                  This
letter will serve to confirm that Fleet National Bank (the “Bank”)
holds available for The Talbots, Inc. (the “Company”) uncommitted,
discretionary credit facilities as follows: 


		(a)	
an aggregate $100,000,000.00 line of credit for the issuance of documentary
letters of credit to support the importation of goods into the United States
from Hong Kong and other Asian countries, and the issuance of one-year standby
letters of credit;




		(b)	an aggregate $5,000,000 money market line of credit for
 discretionary advances; and




		(c)	a $10,000,000 foreign exchange line for spot and 12-month forward contracts.





     
             All
such facilities shall expire on March 6, 2002, and documentary letters of credit
will be payable at sight and shall be priced as follows based on the location of
the issuance: 


		Boston	Hong Kong


	Issuing Fee:	U.S. $25*	Waived


	Negotiation Fee:	The greater of 1/8% or U.S. $70	Waived


	Amendment Fee:	U.S. $25*	Waived


	*Plus Cable Fee:		




        
          Each
documentary letter of credit issued under this facility will be governed
additionally by a continuing Commercial Letter of Credit Agreement, and a Master
Trade Key Agreement between the Company and the Bank, and such other
documentation that the Bank may require from time to time. 


        
          The
standby letter of credit issued under this facility will be governed by our
existing Standby Letter of Credit Agreement and such other documentation that
the Bank may require from time to time. 


        
          Each
money market advance under this facility will be at fixed rates quoted by Fleet
National Bank with maturities of up to 180 days, and no loan shall have an
interest period that extends beyond the expiration of this line of credit. Each
loan must be at least $1,000,000.00 and aggregate loans under this arrangement
may not exceed $5,000,000.00. This arrangement is not a commitment to lend, and
from time to time the Bank may not quote rates on some or all maturities. 


          
        We
agree that upon your advice by telephone to our Money Market Desk that you wish
to borrow money under this facility and our agreement to lend, we will forthwith
lend you such amount at the quoted rate of interest by crediting such amount to
your demand deposit account with us, or, upon your instructions, by wiring such
amount to such other account as you may direct. Borrowings will be evidenced by
a Promissory Note in the form attached hereto. Each borrowing and the
corresponding information (see attached note schedule) will be recorded the day
of the telephone call. Our advices of credit and debit will be additional
evidence of borrowings. You authorize us to keep the official record of all
borrowings under this “money market” lending arrangement in the format
described above, and you agree that this record shall be prima facie evidence of
the amount of the borrowings under this facility. 


            
      No
voluntary prepayment of money market loans will be permitted. If any money loans
are paid on a date other than the last day of the applicable interest period
(whether by reason of voluntary prepayment, acceleration or otherwise), the
Company shall compensate the Bank for any funding losses and other costs
(including lost profits) incurred as a result of such prepayment. 


            
      This
letter and the Promissory Note evidence your promise to pay all such borrowings
with interest on their respective maturity dates. This “money market”
lending arrangement remains in force until March 6, 2002. 


            
      If
the foregoing satisfactorily sets forth the terms and conditions of our lines of
credit, please execute and return this letter. We are pleased to provide these
lines to Talbots, and look forward to the ongoing development of our
relationship. 



                                      Sincerely,

                                      Fleet National Bank


                                      By: PETER L. GRISWOLD
                                          ______________________________________
                                          Peter L. Griswold, Managing Director
                                          Retail & Apparel Division

Accepted:
The Talbots, Inc.


By: EDWARD L. LARSEN
    _____________________________________
    Edward L. Larsen
    Senior Vice President, Finance
    Chief Financial Officer and Treasurer

Date:
     __________________