Execution Copy
  THE TALBOTS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 Amended and Restated Effective January 1, 2009




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TABLE OF CONTENTS
 PAGEARTICLE I
    TITLE AND DEFINITIONS
    
    
    1ARTICLE II
    PARTICIPATION
    
    
    4ARTICLE III
    BENEFITS
    
    
    5ARTICLE IV
    VESTING
    
    
    6ARTICLE V
    DISTRIBUTIONS
    
    
    6ARTICLE VI
    PAYEE DESIGNATIONS AND LIMITATIONS
    
    
    8ARTICLE VII
    ADMINISTRATION
    
    
    9ARTICLE VIII
    MISCELLANEOUS
    
    
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THE TALBOTS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated Effective January 1, 2009
    ARTICLE I  TITLE AND DEFINITIONS
 Actuarial Equivalent
 Administrator
 Beneficiary
 Beneficiary Designation
 Board
 Change in Control
 (a)
    
    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 Exchange Act, or persons acting in
concert (which for purposes of the SERP shall include two 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
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13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company or any of its
subsidiaries, or 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 (25%) 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 shareholder 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(b)
    
    Individuals, who, as of January 1, 2009, 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 January 1, 2009, whose election,
or nomination for election by the Companys shareholders, 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 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
(10%) 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.
 Code
 Committee
 Company
 Compensation
 Deferred Compensation Plan
 Disabled
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Distribution Election
 Effective Date
 Eligible Employee
 (a)
    
    Who (i) is at director level or above, but below Vice President level, (ii)
elects to defer a portion of his compensation to the Deferred Compensation Plan, and
(iii) is designated by the head of Human Resources of the Company to be eligible to
participate in the SERP; or(b)
    
    Who (i) is a Vice President or Above, (ii) whose benefit under the Pension Plan
is limited by the application of Section 401(a)(17) of the Code, and (iii) is
designated by the head of Human Resources of the Company to be eligible to participate
in the SERP.
 Employer
 ERISA
 Participant
 Payment Date
 Pension Plan
 Plan Year
 Retirement
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Separation from Service
 SERP
 Spouse
 Termination from Employment
 Vice President and Above
 Years of Service
 ARTICLE II  PARTICIPATION
 General Rule
 Rehires
 (a)
    
    In the case of an Eligible Employee who is rehired by the Employer during the
same Plan Year in which he Separated from Service, such Eligible Employee shall
immediately become a Participant in the SERP and his prior Distribution Election and
Beneficiary Designation, if any, shall immediately become effective.(b)
    
    In the event that an Eligible Employee is rehired by the Employer after his
benefit under the SERP has been fully paid, such Eligible Employees future accruals
will be distributed pursuant to Article V of the SERP.
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(c)
    
    If an Eligible Employee is rehired after the last day of the Plan Year in which
he Separated from Service, his previous Distribution Election and Beneficiary
Designation, if any, shall apply to his benefit determined as of the date he previously
Separated from Service, and his future accruals will be distributed pursuant to Article
V of the SERP.(d)
    
    In all other cases, the Eligible Employee shall be eligible to participate in
the SERP on the first day of the Plan Year following the Plan Year in which he is
rehired.
  ARTICLE III  BENEFITS
 Benefit for Eligible Employees who are Director level or above, but below Vice
President level
 (a)
    
    The Participants benefit under the Pension Plan, expressed as a straight life
annuity which would have been payable to the Participant under the Pension Plan absent
the exclusion of deferrals to the Deferred Compensation Plan from compensation (as
defined under the Pension Plan); minus(b)
    
    The Participants actual benefit under the Pension Plan, expressed as a
straight life annuity.
  Benefit for Eligible Employees Who are Vice President Level and Above
 (a)
    
    The Participants benefit under the Pension Plan, expressed as a straight life
annuity which would have been payable to the Participant under the Pension Plan absent
the application of Section 401(a)(17) of the Code, including deferrals to the Deferred
Compensation Plan; minus(b)
    
    The Participants actual benefit under the Pension Plan, expressed as a
straight life annuity.
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Individual Written Agreements
 ARTICLE IV  VESTING
  ARTICLE V  DISTRIBUTIONS
 Form of Distribution of a Participants Benefits
 (a)
    
    A Participants benefit shall be paid in the form of a single life annuity
unless the Participant, prior to the Payment Date, elects an optional form of payment
by completing a Distribution Election and Beneficiary Designation Form, provided that
as of the Payment Date, the newly elected annuity form is actuarially equivalent to the
single life annuity.In lieu of a single life annuity, a Participant can elect to have his benefit paid
in one of the optional forms of payment:
 (i)
    
    Joint and 50% survivor annuity;(ii)
    
    Joint and 75% survivor annuity;(iii)
    
    Joint and 100% survivor annuity; and(iv)
    
    Ten-year certain and continuous annuity.
 (b)
    
    Payment of the Participants benefit shall commence on the Payment Date, but in
no event later than the later of (i) December 31 of the calendar year which includes
the Payment Date, or (ii) the fifteenth day of the third calendar month following the
Payment Date.(c)
    
    Notwithstanding anything in the SERP to the contrary, participants who as of
December 31, 2008 (i) have Separated from Service, (ii) have attained age 55, and (iii)
have not commenced payment of their benefits, shall make Distribution
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Elections as to the form of payment of their benefits no later than December 31,
2008. Payments shall commence on the first business day of March 2009, but in no
event later than the last business day of June 2009.
 (d)
    
    Notwithstanding anything in the SERP to the contrary, the payment of benefits
of participants who as of December 31, 2008 (i) have Separated from Service, (ii) have
not attained age 55, and (iii) have not commenced payment of their benefits, shall
commence on the first business day of month following the date that the Participant
attains age 55, but in no event later than the later of (i) December 31 of the calendar
year which includes the Participants 55th birthday, or (ii) the fifteenth
day of the third calendar month following the Participants 55th birthday.(e)
    
    The amount of a Participants payments under an annuity form, or the amount of
a Participants lump sum payment, shall be determined in accordance with the actuarial
assumptions used to determine the amount of payments under the annuity forms and the
lump sum payment under the Pension Plan. The early commencement actuarial reduction
factors set forth under the Pension Plan shall apply if payments commence before the
Participant attains age 65.
 Transitional Relief
 Small Benefit Exception
 Death Benefits
 (a)
    
    Prior to Commencement of Benefits. In the event that a married
Participant dies who (i) has an accrued benefit under the SERP, (ii) has attained age
55 and completed ten (10) Years of Service prior to the date of his death, and (iii)
has not commenced payment of his benefit, his Spouse shall be eligible for a
pre-retirement survivor annuity. The amount of the pre-retirement survivor annuity
shall be equal to 50% of the amount which would have been payable to the Participant if
he had retired on the date of his death and had elected a joint and 50% survivor
annuity.
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In the event that a married Participant dies who (i) has an accrued benefit under
the SERP, (ii) has not attained age 55 and/or completed ten (10) Years of Service
prior to the date of his death, and (iii) has not commenced payment of his benefit,
his Spouse shall be eligible for a pre-retirement survivor annuity. The amount of
the pre-retirement survivor annuity shall be equal to 50% of the amount which would
have been payable to the Participant if he had (1) terminated employment on the date
of his death (or on his actual termination date, if earlier), (2) survived to his
age 55, and (3) elected a joint and 50% survivor annuity payable at age 55.The pre-retirement survivor annuity shall commence to the Participants surviving
Spouse on the later of (i) the first business day of the month following the date of
the Participants death; or (ii) the first business day of month following the date
on which the Participant would have attained age 55. In no event shall payment
commence later than the later of (1) December 31 of the calendar year which includes
the later of (i) or (ii) above, or (2) the fifteenth day of the third calendar month
following the date which is the later of (i) or (ii) above.The early commencement actuarial reduction factors set forth under the Pension Plan
shall apply if payments commence before the Participant attained or would have
attained age 65 if he had lived.(b)
    
    After Commencement of Benefits. In the event that the Participant dies
after commencing payment of his benefit under the SERP, the Participants Beneficiary
shall be entitled to survivor benefits if survivor benefits are available under the
form of payment elected by the Participant. Survivor benefits, if any, shall commence
to the Participants Beneficiary on the first business day of the month following the
month in which the Participant died.
 ARTICLE VI  PAYEE DESIGNATIONS AND LIMITATIONS
 Beneficiaries
 Payments to Minors
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Payments on Behalf of Persons Under Incapacity
 Inability to Locate Payee
 ARTICLE VII  ADMINISTRATION
 Committee
 (a)
    
    To appoint an Administrator;(b)
    
    To appoint agents to act on its behalf;(c)
    
    To interpret the SERP;(d)
    
    To decide any and all matters arising hereunder (including the right to remedy
possible ambiguities, inconsistencies, or admissions);(e)
    
    To make, amend and rescind such rules as it deems necessary for the proper
administration of the SERP; and(f)
    
    To make all other determinations and resolve all questions of fact necessary or
advisable for the administration of the SERP, including determinations regarding
eligibility for benefits payable under the SERP.
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Claims Procedure
 (a)
    
    Specific reason or reasons for the denial;(b)
    
    Specific reference to any provisions of the SERP on which the denial is based;(c)
    
    Description of any additional material or information that is necessary to
perfect the claim; and(d)
    
    An explanation of the SERPs appeal procedures and the right to bring a civil
action under Section 502(a) of ERISA following a denial of an appeal.
 Review Procedures
 (a)
    
    Specific reason or reasons for the denial;(b)
    
    Specific reference to any provisions of the SERP on which the denial is based;(c)
    
    A statement that the Claimant is entitled to receive, upon request and without
charge, reasonable access to, and copies of, all documents, records and other
information in the SERPs files which is relevant to the Claimants claim; and(d)
    
    A statement that the Claimant has the right to bring a civil action under
Section 502(a) of ERISA following a denial of an appeal.
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ARTICLE VIII  MISCELLANEOUS
 Amendment or Termination of SERP
 Unsecured General Creditor
 Trust
 Restriction Against Assignment
 Withholding
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Receipt or Release
 Errors in Distributions
 Employment Not Guaranteed
 Successors of the Company
 Notice
 Headings
 Gender, Singular and Plural
 Governing Law
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APPENDIX A
Participating Employers
 
    
    The Talbots Group, Limited Partnership
    
    The Talbots, Inc.
    
    The Talbots Import, LLC
    
    The Talbots Classics National Bank
    
    The Talbots Classics Finance Company
    
    J. Jill, LLC
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