**Exhibit 10.71****THE TALBOTS, INC.****CHANGE IN CONTROL AGREEMENT**Lori WagnerExecutive Vice President/Chief Marketing Officer, Talbots Brandc/o The Talbots, Inc.One Talbots DriveHingham, Massachusetts 02043Dear Lori:     This agreement (the “Agreement”) reflects our mutual understanding regarding payments to bemade to, and benefits to be received by, you in the event your employment with The Talbots, Inc., aDelaware corporation (including its subsidiaries, the “Company”), is terminated by the Companywithin twelve (12) months following a Change in Control. This Agreement shall become effective onyour employment commencement date. The capitalized termed used in this Agreement that are nototherwise defined herein shall have the meanings given to such terms in **Appendix A** hereto,incorporated herein by this reference and hereby made a part hereof.     1. Termination after Change In Control. In the event that the Companyterminates youremployment Without Cause within twelve (12) months after the occurrence of a Change in Control,then the following shall occur: (a) The Company shall pay to you on the effective date of such termination: (i)salary for services rendered up to and including the date of termination, (ii) any andall compensation to which you may be entitled as of the date of termination pursuant to The Talbots, Inc. 2003Executive Stock Based Incentive Plan (the “Plan”) or any other compensation or benefitplan to the extent permitted by such plans, and (iii) reimbursement for outstandingordinary and reasonable expenses incurred by you in connection with the performance ofyour duties for the Company up to and including the date on which your employment isterminated;  (b) The Company shall pay to you, within thirty (30) days after the effective date ofsuch termination, an amount of severance pay equal to one times the sum of: (i) your annual base salary at the rate in effect on the date of suchtermination, and  (ii) your “target” annual cash incentive bonus as then established foryou and determined in accordance with the applicable annual cash incentive bonusarrangement in place from time to time (provided that the target annual cashincentive bonus shall be no less than 50% of your annual base salary).     You shall continue to participate, on the same terms and conditions, in any benefit programsof the Company in which you participated immediately prior to such termination (including, withoutlimitation, as applicable, any disability insurance benefit program, any medical insurance program,and dental insurance program, and any life insurance program) from time of such termination untilthe earlier of: (i) the end of the one (1) year period beginning from the effective date of thetermination of your employment, or (ii) such time as you are eligible to be covered by a comparableprogram of a subsequent employer. You hereby agree to notify the Company promptly if and when youbegin employment with another employer and if and when you become eligible to participate in anypension or other benefit plans, programs or arrangements of another employer.
 

 
     2. Assignment. None of the parties hereto shall, without the consent of theother, assign or transfer thisAgreement or any rights or obligations hereunder. This Agreement and all of the provisions hereofshall be binding upon, and inure to the benefit of, the parties hereto, and their successors(including successors by merger, consolidation or similar transactions), permitted assigns,executors, administrators, personal representatives, heirs and distributees.     3. Miscellaneous.     (a) Entire Agreement. This Agreement contains the entire understanding between andamong the parties hereto with respect to the subject matter hereof and supersedes any prior orcontemporaneous understandings and agreements, written or oral, between us respecting such subjectmatter; provided however, that this Agreement shall not be construed to impair or otherwiseadversely affect the grant of any Award (as such term is defined in the Plan) hereafter made to youunder the Plan or the Restricted Stock Award Agreement, the Non-Qualified Stock Option Agreement,the Severance Agreement, and the Offer Letter, each as effective as of an even date hereof betweenCompany and you and all of which remain in full force and effect. For as long as this Agreementis in effect, to the degree there is any conflict between the severance payments and benefitprovisions to which you are then entitled under this Agreement and those of any other writtenagreement which continues to be in effect between the Company and you, such conflict shall beresolved by the Company in good faith by affording you the more favorable severance payments orbenefits contained in any such agreement. Notwithstanding the foregoing, nothing herein relievesyou from the obligation to comply with the restrictive covenants of all such agreements or from theconsequences of noncompliance therewith regardless under which agreement the severance paymentsand/or severance benefits may be deemed to have been made. Furthermore, for purposes ofclarification only, if you receive severance pay and benefits under one agreement, you shall not beentitled to severance pay or benefits under any other agreement, plan or arrangement.     (b) Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the Commonwealth of Massachusetts applicable to contracts made and to be whollyperformed in that state.     If this letter sets forth our agreement on the subject matter hereof, kindly sign, date andreturn to The Talbots, Inc. the enclosed copy of this letter which will then constitute our bindingagreement on the subject.      Sincerely,