Execution Copy
  THE TALBOTS, INC. DEFERRED COMPENSATION PLAN
 Amended and Restated Effective January 1, 2009




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TABLE OF CONTENTS
 PAGEARTICLE I
    TITLE AND DEFINITIONS
    
    
    1ARTICLE II

    PARTICIPATION
    
    
    6ARTICLE III
    CONTRIBUTIONS & DEFERRAL ELECTIONS
    
    
    6ARTICLE IV
    ACCOUNTS
    
    
    9ARTICLE V
    VESTING

    
    
    10ARTICLE VI
    DISTRIBUTIONS

    
    
    10ARTICLE VII
    PAYEE DESIGNATIONS AND LIMITATIONS

    
    
    12ARTICLE VIII
    ADMINISTRATION

    
    
    13ARTICLE IX
    MISCELLANEOUS

    
    
    15




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THE TALBOTS, INC. DEFERRED COMPENSATION PLAN
Amended and Restated Effective January 1, 2009
   ARTICLE I  TITLE AND DEFINITIONS
 Account
 Administrator
 Base Salary
 Beneficiary Beneficiaries
 Beneficiary Designation
 Board
 Bonus
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Change in Control and
 (a)
    
    First Triggering Event:
 (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 (the Exchange Act), or persons acting in
concert (which for purposes of the DCP 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
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(ii)
    
    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.
 (b)
    
    Second Triggering Event:
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(i)
    
    Any one person, or more than one person acting as a group (as
defined in Section 409A), acquires ownership of stock of the Company that,
together with stock held by such person or group, constitutes more than fifty
percent (50%) of the total fair market value or total voting power of the stock
of the Company;(ii)
    
    Any one person, or more than one person acting as a group (as
defined in Section 409A), acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the Company possessing thirty percent (30%) or more of
the total voting power of the stock of the Company;(iii)
    
    A majority of members of the Board is replaced during any
12-month period by directors whose appointment or election is not endorsed by a
majority of the Board before the date of the appointment or election; or(iv)
    
    A change in the ownership of a substantial portion of the
assets of the Company that have a total gross fair market value equal to or
more than forty percent (40%) of the total gross fair market value of all of
the assets of the Company immediately before the acquisition or acquisitions.
 Code
 Committee
 Company
 Compensation
 DCP
 Deferral Account
 Deferral Election
 Disabled
 Distributable Amount
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Distribution Election
 Effective Date
 Eligible Employee
 Employer
 Employer Discretionary Contributions
 Employer Discretionary Contributions Account
 ERISA
 Fund Funds
 Fund Subaccount
 Grandfathered Amount
 Investment Election
 Participant
 Payment Date
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Plan Year
 Retirement
 Scheduled Distribution
 Separation from Service
 Termination from Employment
 Unforeseeable Emergency
 Valuation Date
 Years of Service
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ARTICLE II  PARTICIPATION
  ARTICLE III  CONTRIBUTIONS & DEFERRAL ELECTIONS
 Elections to Defer Compensation
 (a)
    
    Form of Elections. Each Eligible Employee may elect to defer
Compensation for a given Plan Year by filing a Deferral Election in the manner
prescribed by the Administrator, no later than the last day of the prior Plan Year (or
such earlier date that the Administrator may specify). An Eligible Employee shall make
separate elections as to deferral of Base Salary and Bonus. Notwithstanding the
foregoing, in the case of an Eligible Employee who first becomes eligible to
participate in the DCP after the beginning of the Plan Year, such Eligible Employee
must file Deferral Elections within thirty (30) days of the date that the Eligible
Employee first becomes eligible to participate in the DCP (for the avoidance of any
doubt, the Eligible Employee is not eligible until the head of Human Resources of the
Company designates the Eligible Employee). Such Eligible Employees Deferral Election
shall be effective as of the first day of the first administratively practicable
payroll period after the Eligible Employee files the Deferral Election.(b)
    
    General Rule. The amount of Compensation which an Eligible Employee
may elect to defer is such Compensation to be earned beginning on the first day of the
first payroll period after the Eligible Employee files a Deferral Election in
accordance with Section 3.1(a) of the DCP. For the avoidance of any doubt, an Eligible
Employee must file a Deferral Election in accordance with Section 3.1(a) of the DCP
prior to beginning of the Plan Year (or within the 30-day period with respect to
Eligible Employee who are first eligible) in which services giving rise to the bonus
are rendered. An Eligible Employee may elect to defer 5% to 75% (in whole percentages)
of his Base Salary and 5% to 100% (in whole percentages) of his Bonus. A Participant
may elect to defer different whole percentages of his Base Salary and Bonus.(c)
    
    Duration of Compensation Deferral Election. An Eligible Employees
election to defer Compensation for a Plan Year is irrevocable for that Plan Year, and
shall remain in effect until revoked or changed for a subsequent Plan Year. A
Participant may increase, decrease, terminate or recommence an election to defer
Compensation with respect to Compensation for any subsequent Plan Year by filing a
Deferral Election during the enrollment period established by the
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Administrator prior to the beginning of such Plan Year, which election shall be
effective on the first day of the next following Plan Year. Notwithstanding the
foregoing, in the event that a distribution based upon an Unforeseeable Emergency is
made during a Plan Year, then all deferral elections for that Plan Year are deemed
revoked on a prospective basis.(d)
    
    Rehires. In the case of a Participant who is rehired by the Employer
during the same Plan Year in which such Participant Separated from Service, his prior
Deferral Election shall immediately become effective, and shall continue to be
effective for the remainder of that Plan Year, regardless of whether the Participant is
an Eligible Employee on his rehire date. In the event that the Participant is not an
Eligible Employee on the date the Participant is rehired, such Participant shall not be
eligible to make deferrals to the DCP during the next Plan Year unless such Participant
is designated by the head of Human Resources of the Company as eligible to participate
in the DCP. Notwithstanding the foregoing, in the event that an Participant is rehired
by the Employer after his Account has been fully paid and such Participant is an
Eligible Employee as of the date the Participant is rehired, such Participant must file
a Deferral Election within thirty (30) days of the date that the Participant is
designated by the head of Human Resources of the Company to be eligible to participate
in the DCP.If an Eligible Employee has not been eligible to participate in the DCP (other than
the accrual of earnings) at any time during the 24-month period ending on his date
of rehire, such Eligible Employee must file a Deferral Election within thirty (30)
days of the date that the Eligible Employee is designated by the head of Human
Resources of the Company to be eligible to participate in the DCP. In all other
cases, the Eligible Employee shall be eligible to participate in the DCP on the
first day of the Plan Year following the Plan Year in which such Eligible Employee
is rehired. The amount of Compensation which an Eligible Employee may elect to
defer is such Compensation to be earned beginning on first day of the first payroll
period after the Eligible Employee files a Deferral Election.(e)
    
    Timing of Deferrals. Deferrals to the DCP made pursuant to a Deferral
Election shall commence on the first day of the first payroll period in each Plan Year
and shall continue until the last payroll period in the Plan Year. In the case of an
Eligible Employee who becomes a Participant during a Plan Year, deferrals to the DCP
pursuant to his Deferral Election shall commence on the first day of the first
administratively practicable payroll period after the Participant submits his Deferral
Election in accordance with Article III of the DCP.
 Employer Discretionary Contributions
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Investment Elections
 (a)
    
    Participant Direction. A Participant shall designate on an Investment
Election the Funds in which his Account shall be deemed to be invested for purposes of
determining the amount of earnings and losses to be credited to each Account. The
Participant may specify that all or any percentage of his Account shall be deemed to be
invested, in whole percentage increments, in one or more of the types of Funds selected
as investment alternatives under the DCP from time to time by the Committee pursuant to
Section 3.3(b) of the DCP. A Participant may change the designation made under this
Section 3.3(a) daily by filing a revised Investment Election in the manner prescribed
by the Administrator. The Participants Account shall continue to be credited based on
the performance of the Funds selected by the Participant until all amounts have been
distributed from the Account. If a Participant fails to make an investment election
under this Section 3.3 of the DCP, his Account shall be invested in the default
investment Fund selected by the Committee for such purpose.(b)
    
    Investment Alternatives. On a periodic basis, the Committee shall
select commercially available Funds for the applicable Plan Year and shall communicate
each of the alternative types of Funds to the Participant pursuant to Section 3.3(a) of
the DCP. The performance of each Fund that the Participants Account is deemed to be
invested shall be used to determine the amount of earnings or losses to be credited to
Participants Account under Article IV. The Participants choice among investments
shall be solely for purposes of calculation of the performance of the Funds that the
Participants Account are deemed invested. The Employer shall have no obligation to set
aside or invest amounts as directed by the Participant and, if the Employer elects to
invest amounts as directed by the Participant, the Participant shall have no more right
to such investments than any other unsecured general creditor.
 Distribution Elections
 (a)
    
    Initial Distribution Election. A Participant shall designate the time
and form of distribution of deferrals and Employer Discretionary Contributions, and
earnings thereon, for a Plan Year on a Distribution Election in the manner prescribed
by the Administrator. Such Distribution Election shall apply to subsequent Plan Years
until the Participant files a new Distribution Election for the forthcoming Plan Year.(b)
    
    Modification of Distribution Election. With respect to deferred
amounts, a Participant may make a Subsequent Election to defer payment of his Account
to a Plan Year subsequent to the Plan Year originally elected.
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(1)
    
    The Subsequent Election must be made at least twelve (12)
months before the date on which, but for the Subsequent Election, the
Distributable Amount would have been paid or commenced to be paid pursuant to
the Participants original Distribution Election.(2)
    
    The distribution date based upon the Subsequent Election is at
least five (5) years from the date that the Distributable Amount, but for the
Subsequent Election, would have been paid or commenced to be paid pursuant to
the Participants original Distribution Election.
 For purposes of application of the above change limitations, installment payments
shall be treated as a single payment and only two (2) Subsequent Elections shall be
allowed to be made by a Participant with respect to the timing and form of payment.
Subsequent Elections shall be made in the manner prescribed by the Administrator,
and shall comply with all requirements of Section 409A.
 ARTICLE IV  ACCOUNTS
 Deferral Accounts
 (a)
    
    On the date that Compensation is deferred to the DCP, the Administrator shall
credit the Fund Subaccounts of the Participants Account with an amount equal to the
deferred Compensation that the Participant elected to be deemed to be invested in a
certain Fund.(b)
    
    Each business day, each Fund Subaccount of a Participants Account shall be
credited with earnings or losses in an amount equal to that determined by multiplying
the balance credited to such Fund Subaccount as of the prior day, less any
distributions valued as of the end of the prior day, by the performance of the Fund
that the Participants Subaccount is deemed to be invested.(c)
    
    Each Plan Years deferrals, and investment gains and losses, shall be accounted
for in a manner which allows separate accounting.
 Employer Discretionary Contributions Account
 (a)
    
    On the date that Employer Discretionary Contributions are made, the Employer
shall credit the Fund Subaccounts of the Participants Employer Discretionary
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Contributions Account with an amount equal to the Employer Discretionary
Contributions, if any, made on behalf of that Participant, that is, the proportion
of the Employer Discretionary Contributions, if any, which the Participant has
elected to be deemed to be invested in a certain Fund shall be credited to the Fund
Subaccount to be invested in that Fund.(b)
    
    Each business day, each Fund Subaccount of a Participants Employer
Discretionary Contributions Account shall be credited with earnings or losses in an
amount equal to that determined by multiplying the balance credited to such Fund
Subaccount as of the prior day, less any distributions valued as of the end of the
prior day, by the performance of each Fund that the Participants Account is deemed to
be invested.
 Trust and Insurance Contracts
 Statement of Accounts
 ARTICLE V  VESTING
 Vesting of Deferral Accounts
 Vesting of Employer Discretionary Contributions Account
 ARTICLE VI  DISTRIBUTIONS
 Retirement or Disability Distributions
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Termination Distributions
 Death Benefits
 (a)
    
    Prior to Commencement of Benefits. In the event that the Participant
dies prior to commencing payment of his Account, the Employer shall pay to the
Participants Beneficiary the value of the Participants Account determined as of the
last business day of the month in which the Participant died in a lump sum payment on
the first business day of the second month following the Participants death, but in no
event later than the later of (i) December 31 of the calendar year in which the
Participant died, or (ii) the fifteenth day of the third calendar month following the
date on which the Participant died.(b)
    
    After Commencement of Benefits. In the event that the Participant dies
after commencing payment of his Account in substantially equal installments, the value
of the remaining installments shall be paid to the Participants Beneficiary in a lump
sum on the first business day of the month following the Participants death, but in no
event later than the later of (i) December 31 of the calendar year in which the
Participant died, or (ii) the fifteenth day of the third calendar month following the
date on which the Participant died.
 Scheduled Distributions
 (a)
    
    Scheduled Distribution Election. A Participant shall be entitled to
elect to receive a Scheduled Distribution from his Account prior to a Separation from
Service. In the case of a Participant who has elected to receive a Scheduled
Distribution, such Participant shall receive the related portion of his Distributable
Amount (the Related Portion). A Participant may elect a Scheduled Distribution to
commence no earlier than three (3) years before the beginning of the Plan Year giving
rise to the deferred Compensation included in the Distributable Amount. The Participant
may elect to have his Scheduled Distribution paid in a lump sum or substantially equal
annual installments over a period of up to five (5) years. A Participant may make a
Subsequent Election in accordance with Section 3.3 of the DCP. Each Scheduled
Distribution (or an installment of such Scheduled Distribution) shall be paid on the
first business day of the calendar year as elected
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by the Participant. If the Scheduled Distribution is paid in a lump, the Scheduled
Distribution shall be valued on the last business day of the preceding calendar
year. If the Scheduled Distribution is paid as installment payments, each payment
shall be valued as of September 30 of the preceding calendar year. The final
installment payment shall be valued as of the last business day of the preceding
calendar year.(b)
    
    Separation from Service. In the event of a Participants Separation
from Service prior to commencement of a Scheduled Distribution, the Scheduled
Distribution shall be distributed in the payment form applicable to such Separation
from Service under Sections 6.1, 6.2 or 6.3 of the DCP. Notwithstanding the foregoing,
if the Participants Scheduled Distribution date occurs during the six month payment
delay period following Separation from Service, the Scheduled Distribution nonetheless
will be paid on the Schedule Distribution date. In the event of a Participants
Separation from Service for any reason after a Scheduled Distribution has commenced in
installment payments, such Scheduled Distribution payments shall continue to be made at
the same time and in the same form as they would have been paid to the Participant had
the Participant not Separated from Service.
 Unforeseeable Emergency
 (a)
    
    The request to take a distribution on account of an Unforeseeable Emergency
shall be made by filing the forms provided by, and filed with, the Administrator.(b)
    
    The amount distributed pursuant to this Section 6.5 of the DCP shall not exceed
the amount necessary to satisfy the Unforeseeable Emergency plus amounts necessary to
pay taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such Unforeseeable Emergency is, or may be, relieved
through reimbursement or compensation by insurance or otherwise, or by liquidation of
the Participants assets (to the extent the liquidation of such assets would not itself
cause severe financial hardship to the Participant).(c)
    
    The amount determined by the Administrator as a distribution on account of an
Unforeseeable Emergency shall be paid in a lump sum on or before the end of the 90-day
period following the date that the Unforeseeable Emergency election is approved by the
Administrator.(d)
    
    Upon payment due to an Unforeseeable Emergency, the Administrator shall revoke
the Participants deferral election for the remainder of the Plan Year in which such
distribution is made.
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ARTICLE VII  PAYEE DESIGNATIONS AND LIMITATIONS
 Beneficiaries
 (a)
    
    Beneficiary Designation. The Participant shall have the right, at any
time, to designate any person or persons as Beneficiary (both primary and contingent)
to whom payment under the DCP shall be made in the event of the Participants death.
The Participant shall make this designation on the Beneficiary Designation in the
manner prescribed by the Administrator.(b)
    
    Absence of Valid Designation. If a Participant fails to designate a
Beneficiary as provided above or if every person designated as Beneficiary predeceases
the Participant or dies prior to complete distribution of the Participants Account,
then the Participants Account shall be paid to his estate.
 Payments to Minors
 Payments on Behalf of Persons Under Incapacity
 Inability to Locate Payee
 ARTICLE VIII  ADMINISTRATION
 Committee
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(a)
    
    To appoint an Administrator;(b)
    
    To appoint agents to act on its behalf;(c)
    
    To select, establish and change Funds;(d)
    
    To interpret the DCP;(e)
    
    To decide any and all matters arising hereunder (including the right to remedy
possible ambiguities, inconsistencies, or admissions);(f)
    
    To make, amend and rescind such rules as it deems necessary for the proper
administration of the DCP; and(g)
    
    To make all other determinations and resolve all questions of fact necessary or
advisable for the administration of the DCP, including determinations regarding
eligibility for benefits payable under the DCP.
  Claims Procedure
 (a)
    
    Specific reason or reasons for the denial;(b)
    
    Specific reference to any provisions of the DCP on which the denial is based;(c)
    
    Description of any additional material or information that is necessary to
perfect the claim; and
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(d)
    
    An explanation of the DCP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 DCP 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 DCP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.
 ARTICLE IX  MISCELLANEOUS
 Amendment or Termination of DCP
 Change in Control
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Unsecured General Creditor
 Restriction Against Assignment
 Withholding
 Receipt or Release
 Errors in Account Statements, Deferrals or Distributions
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Employment Not Guaranteed
 Successors of the Employer
 Notice
 Headings
 Gender, Singular and Plural
 Governing Law
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APPENDIX A
       (a)
    
    In the event of the Participants termination from employment for reasons other
than early, normal or postponed retirement, each as defined under The Talbots, Inc.
Pension Plan (the Pension Plan), full payment of all amounts due shall be accelerated
and be paid in a lump sum as soon as administratively practicable following a
Participants termination from employment; and(b)
    
    In the event that a Participant (either employed by the Employer or terminated)
satisfies the criteria under The Talbots, Inc. Retirement Savings Voluntary Plan for a
hardship withdrawal, he may request that his installment payments be accelerated and
paid in a lump sum. The Plan Administrator, in its sole and absolute discretion, may
approve or disapprove such request.
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APPENDIX B
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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