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Exhibit 10.65
 THE TALBOTS, INC.
 CHANGE IN CONTROL AGREEMENT
 
  Appendix A
 Termination after Change In Control
 (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 and
all compensation to which
you may be entitled as of the date of termination pursuant to The Talbots, Inc. 2003
Executive Stock Based Incentive Plan (the Plan) or any other compensation or benefit
plan to the extent permitted by such plans, and (iii) reimbursement for outstanding
ordinary and reasonable expenses incurred by you in connection with the performance of
your duties for the Company up to and including the date on which your employment is
terminated;
 (b)
    
    The Company shall pay to you, within thirty (30) days after the effective date of
such 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 such
termination, and
 (ii)
    
    your target annual cash incentive bonus as then established for
you and determined in accordance with the applicable annual cash incentive bonus
arrangement in place from time to time (provided that the target annual cash
incentive bonus shall be no less than 60% of your annual base salary).
  Assignment




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Miscellaneous
 Entire Agreement provided however
 Governing Law
  Sincerely,
THE TALBOTS, INC.By:
    /s/ John Fiske, IIIJohn Fiske, IIISenior Vice President
Human Resources  /s/ Paula BennettName:
    Paula BennettTitle:
    President, J. Jill BrandDate: January 28, 2008




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Appendix A
 Definitions
 (a)
    
    Change in Control shall mean (i) the acquisition (including as a result of a
merger) by any person (as such term is used in Sections 3(a)(9), 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), or persons acting
in concert (which for purposes of this Agreement shall include two (2) or more persons
voting together on a consistent basis pursuant to an agreement or understanding between
them to act in concert and/or as a group within the meaning of Sections 13(d)(3) and
14(d)(2) of the Exchange Act), other than the Company or any of its subsidiaries, and
other than AEON (U.S.A.), Inc. or any of its subsidiaries or affiliates (as such term
is defined in Rule 12b-2 under the Exchange Act) (collectively, an Acquiring Person),
of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more than 25 percent
of the combined voting power of the then outstanding securities of the Company entitled
to then vote generally in the election of directors of the Company, and no other
stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act), directly or indirectly, of a percentage of such securities higher than that held
by the Acquiring Person; or (ii) individuals, who, as of the effective date of this
Agreement (the Effective Date), constitute the Board (the Incumbent Board) cease for
any reason to constitute at least a majority of the Board; provided that any individual
becoming a director subsequent to the Effective Date, whose election or nomination for
election by the Companys stockholders was approved by a vote of at least two-thirds of
the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding as a member of the
Incumbent Board, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the directors
of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the
Exchange Act) and further excluding any individual who is an affiliate, associate
(as such terms are defined in Rule 12b-2 under the Exchange Act) or designee of an
Acquiring Person having or proposing to acquire beneficial ownership (within the meaning
of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing more than 10 percent of the combined voting power of the then
outstanding securities of the Company entitled to then vote generally in the election of
directors of the Company.
 (b)
    
    Without Cause shall mean termination by Talbots of your employment as a result
of an event or condition other than (i) your death, (ii) your inability substantially to
perform your employment duties as a result of physical or mental illness or injury for a
continuous periods of at least six months (any dispute as to your incapacities shall be
resolved by an independent physician, reasonably acceptable to you or your legal
representative and the Companys Board of Directors, whose determination shall be final
and binding upon you and the Company), (iii) any material breach by you of this
Agreement or any other agreement to which you and the Company are both parties (which is
not cured within 30 days following written notice from the Company), (iv) any act or
omission to act by you which may have a material and adverse effect on the Companys
business or on your ability to perform services for the Company, including, without
limitation, the commission of any crime involving moral turpitude or any felony, or (v)
any material misconduct or material neglect of duties by you in connection with the
business or affairs of the Company.