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Exhibit 10.70
  By Overnight Mail
   Base Salary, Signing Bonus, Benefits and Perquisites
 
    
    Your initial salary will be at the rate of $600,000 per annum. Your salary will be paid to
you on a bi-weekly basis. Your first review for a possible salary increase based on
demonstrated job performance will be scheduled for the first quarter of FY 2009 and annually
thereafter.
    
    You will receive a $125,000 signing bonus, payable as of your employment start date and an
additional $125,000 signing bonus, payable following the expiration of 90 days after your
employment start date. If you voluntarily leave Talbots or resign other than for Good Reason
(as defined below) or your employment is terminated by Talbots for Cause (as defined below) in
your first year of employment, you will be required to reimburse the Company for the total
$250,000 signing bonus (or, if such resignation or termination occurs prior to the payment of
the second increment, the first $125,000 increment of the signing bonus).
    
    Commencing on your employment start date, you will be immediately eligible to participate
in all benefit plans currently in effect and generally available at the time to Talbots
executives, subject to plan terms and customary eligibility conditions. Plans are subject to
modification or termination by the Company in its discretion. Included in your benefit
package is an annual vacation benefit of four weeks. Beginning on your employment start date,
you will also be eligible for all perquisites at a level commensurate with the executive vice
president level at Talbots Brand, including an auto allowance, reimbursement of financial
planning expenses and a change in control agreement (attached as Exhibit A).
Perquisites will not be grossed up for taxes.




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
    
    You will be entitled to reimbursement for business travel (including to the Hingham,
Massachusetts corporate headquarters) and other business expenses in accordance with the
Companys normal business expense reimbursement policy.
    
    With respect to your Brand Marketing responsibilities, you will report directly to the
President and Chief Executive Officer or the Talbots Brand President, if appointed. With
respect to your Direct Marketing responsibilities you will report currently to the Chief
Operating Officer. Your start date will be on or about February 25, 2008 (but no later than
March 11, 2008).
 Annual Incentive Award Opportunity
 
    
    You will be eligible for participation in the Companys incentive plan commencing in FY
2008. Your target award opportunity under the Companys incentive plan will be 50% of your
base salary. For FY 2008 only, you will receive a minimum bonus equal to one-half of your
target award opportunity for FY 2008. This FY 2008 bonus payment (payable in the second
quarter of FY 2009 at the same time as other FY 2008 bonuses would customarily be paid to
other senior Company officers) is guaranteed and will be paid to you whether or not the
Companys performance goals under the Companys 2008 incentive plan are achieved, unless you
voluntarily leave Talbots or resign other than for Good Reason (as defined below) or your
employment is terminated by Talbots for Cause (as defined below) prior to the date that FY
2008 bonuses are paid to senior Company officers.
 Equity Compensation
 
    
    You will be eligible to receive such equity incentive compensation as may be awarded from
time to time by the Companys Compensation Committee of the Board of Directors (the
Compensation Committee) pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive
Plan as same may be amended or superseded from time to time. All incentive awards granted to
you will be subject to the terms of the Plan.
    
    Contingent upon approval by the Compensation Committee, as a special hiring inducement
award in consideration for your joining the Company, you will be awarded a one-time restricted
stock award for 35,000 shares of Common Stock of the Company, $0.01 par value per share
(Common Stock) pursuant to and subject to the terms and conditions of a Restricted Stock
Award Agreement to be executed by the Company and you. Contingent upon approval by the
Compensation Committee, this restricted stock award will be effective on the later of your
employment commencement date and the effective date of the Compensation Committees approval
and will vest in one-quarter annual increments beginning one year from the effective date of
the award.
    
    Contingent upon approval by the Compensation Committee, you will also be eligible to
receive a one-time Non-Qualified Stock Option to purchase 15,000 shares of Common Stock upon
your joining the Company. Contingent upon approval by the Compensation Committee, the option
price will be equal to the closing stock price on the grant date which




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will be the later of your employment commencement date and the effective date of the
Compensation Committees approval. The option will vest in one-third annual increments
beginning one year from the effective date of the award.
    
    You understand and agree that the number and timing of any future stock option and
restricted stock awards to you will be subject to Compensation Committees sole discretion.
 Severance
 
    
    It is understood and agreed that either you or Talbots may terminate the employment
relationship at any time and for any reason upon giving thirty days prior written notice.
Your eligibility for severance benefits will be pursuant to and subject to the terms and
conditions of the Severance Agreement being executed between you and the Company at the same
time and attached hereto as Exhibit B (the Severance Agreement). Subject to the
terms of such Agreement, in the event of a termination of your employment by the Company
without Cause or by you for Good Reason, you would be entitled to receive 1.0 times your
annual base salary and 12 months benefits continuation, subject to the Companys receipt of a
release and waiver.
 Restrictive Covenants
 
    
    Confidentiality. You agree that you will not, at any time during or following your
employment, directly or indirectly, without the express prior written consent of the Company,
disclose or use any Confidential Information of the Company. Confidential Information will
include all information concerning the Company or any parent, subsidiary, affiliate, employee,
customer or supplier or other business associate of the Company or any affiliate (including
but not limited to any trade secrets or other confidential, proprietary or private matters),
which has been or is received by you from the Company, or from any parent, subsidiary,
affiliate or customer or supplier or other business associate of the Company or developed by
you during the term of your employment, and which is not known or generally available to the
public.
    
    Non-Disparagement. You agree that, for a period of one year after termination or
cessation of your employment for any reason, you will not take action or make any statement,
written or oral, which is intended to materially disparage the Company or its business.
Notwithstanding anything to the contrary contained herein or in the Severance Agreement,
neither this provision nor the same provision in the Severance Agreement shall apply to
accurate statements by Executive in Executives prosecution or defense of any action or
proceeding by or against the Company in any court or other tribunal of competent jurisdiction,
including arbitration and mediation, nor shall it apply to accurate statements by Executive in
any testimony given pursuant to subpoena or other process issued by a court or other tribunal
of competent jurisdiction.
    
    Non-Solicitation. You agree that, for a period of one year after the termination
or cessation of your employment for any reason, you will not directly or indirectly solicit,
attempt to hire,




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or hire any employee of the Company (or any person who may have been employed by the Company
during the last year of your employment with the Company), or actively assist in such hiring by
any other person or business entity or encourage, induce or attempt to induce any such employee
to terminate his or her employment with the Company.
    
    Non-Competition. You agree that throughout your employment, and for a period of 12
months after termination or cessation of employment for any reason, you will not work directly
or indirectly in any capacity or perform any services (including as an officer, director,
employee, agent, advisor, in any consulting capacity or as an independent contractor) for any
person, partnership, division, corporation or other entity in any business in competition with
the principal businesses carried on by the Company in any jurisdiction in which the Company
actively conducts business, including for illustrative purposes only and not limited to, Ann
Taylor, Chicos FAS, Coldwater Creek, Gap Inc., J. Crew, Liz Claiborne, or Ralph Lauren (or
any of their affiliated brands, subsidiaries or successors).
    
    You acknowledge that, with the advice of legal counsel, you understand the foregoing
non-competition and other restrictive covenants, that they are binding and enforceable against
you and that these provisions are fair, reasonable, and necessary for the protection of the
Companys business.
    
    In addition to all other rights and remedies of the Company under this offer letter or
otherwise, upon any material breach of any of the restrictive covenants outlined above, which
is not cured within 10 calendar days following written notice to you from the Company, such
notice to be provided in the same manner as set forth in paragraph 6(g) of the Severance
Agreement, the Company will have the right to terminate any severance payment and benefits
provided pursuant to this offer letter (including all related agreements) or any other or
successor severance agreement covering you and will have the right to recover any severance
payment and benefits previously paid under this agreement or such other related agreements or
any other or successor severance agreement covering you.
 Definition
 
    
    Cause will have the meaning set forth in the Severance Agreement.
    
    Good Reason will have the meaning set forth in the Severance Agreement.
 Arbitration; Mediation
 
    
    Any dispute, controversy or claim between the parties arising out of or relating to this
offer letter or all related agreements referenced herein, will be settled by arbitration
conducted in The Commonwealth of Massachusetts (before a single arbitrator who shall be a
former federal or state court judge), in accordance with the Commercial Rules of the American
Arbitration Association then in force, provided, however, you acknowledge that in the event of
a violation of the restrictive covenants set forth above, the Company would suffer irreparable
damages and will be entitled to obtain from a state or federal court in The




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Commonwealth of Massachusetts or a federal or state court of any other state or jurisdiction,
temporary, preliminary or permanent injunctive relief (without the necessity of posting any bond
or other security), which rights will be in addition to any other rights or remedies to which it
may be entitled. You hereby irrevocably consent to the exclusive jurisdiction of any federal
court or state court located in The Commonwealth of Massachusetts, and you hereby agree that
process in any suit, action or proceeding may be served anywhere in the world in the same manner
as provided for notices to a party as provided in the Severance Agreement. Moreover, nothing in
this provision prevents you from filing, cooperating with, or participating in any proceeding
before the EEOC or a state Fair Employment Practices Agency relating to discrimination or bias
(except that you acknowledge that you may not recover any monetary benefits in connection with
any such proceeding). The decision of the arbitrator conducting any such arbitration
proceedings will be in writing, will set forth the basis therefore and such arbitrators
decision or award will be final and binding upon the Company and you. The Company and you will
abide by all awards rendered in such arbitration proceedings, and all such awards may be
enforced and executed upon in any court having jurisdiction over the party against whom or which
enforcement of such award is sought. Notwithstanding the foregoing, the Company and you agree
that, prior to submitting a dispute under this offer letter to arbitration, the parties agree to
submit, for a period of sixty (60) days, to voluntary mediation before a jointly selected
neutral third party mediator under the auspices of JAMS, Boston, Massachusetts, Resolution
Center (or any successor location), pursuant to the procedures of JAMS International Mediation
Rules conducted in The Commonwealth of Massachusetts (however, such mediation or obligation to
mediate will not suspend or otherwise delay any termination or other action of the Company or
affect the Companys other rights).
 Taxes
 
    
    All payments will be subject to rules under Internal Revenue Code Section 409A. If any
payment is withheld from you for Section 409A compliance purposes, such payment will be
distributed to you following the expiration of the applicable period, with a payment of
interest thereon credited at a rate of prime plus 1% (with such prime rate to be determined as
of the actual payment date); provided, however, that any payment of interest will be made only
if and to the extent such payment is consistent with Section 409A and any regulations and
other guidance issued thereunder.
 Miscellaneous
 
    
    For the first two years of your employment with the Company, your principal place of
employment and office shall be in New York City, New York, provided that you acknowledge that
regular and ongoing travel to the Companys corporate headquarters will be required of you, in
addition to other normal business travel. In the event of relocation of the Executive after
such two year period, the Company shall reimburse to the Executive her relocation costs in
accordance with and subject to the terms and conditions of the Companys Relocation Policy, a
copy of which has been provided to you by the Company. In the event you are reimbursed by the
Company for relocation costs in accordance with the




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Relocation Policy, if you voluntarily leave Talbots or resign for other than Good Reason or if
your employment is terminated by Talbots for Cause (as defined below) during the one-year
period following your relocation, you will be required to reimburse the Company for the total
relocation expenses paid to you.
    
    You shall have the right to assume outside board and advisory positions that do not present
a conflict of interest with the Company or interfere in any respect with the performance of
your duties, provided that any such board or advisory position (other than customary board or
advisory positions on charitable boards or other similar non-for-profit enterprises) shall be
approved in advance by the Companys Board of Directors and/or CEO of the Company in its
discretion.
    
    This offer letter together with all related agreements referenced herein (collectively, the
Documents) constitute the entire understanding between you and the Company and cannot be
modified, altered or waived unless it is done in a writing signed by both you and the Company.
If there is any conflict between the terms of these Documents and any other document related
to your employment, the terms of these Documents will control. This offer letter is governed
by the laws of The Commonwealth of Massachusetts (other than its rules for conflicts of laws).
This agreement is personal in nature to the Company and your rights and obligations under
this agreement may not be assigned by you. This agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors (including successors by merger,
consolidation, sale or similar transaction, permitted assigns, executors, administrators,
personal representatives and heirs).
    
    It is the intention of the parties that the provisions of this offer letter will be
enforced to the fullest extent permissible under the laws and public policies of each state
and jurisdiction in which such enforcement is sought, but that the unenforceability (or the
modification to conform with such laws or public policies) of any provisions hereof, will not
render unenforceable or impair the remainder of this offer letter. Accordingly, if any
provision of this offer letter shall be determined to be invalid or unenforceable, either in
whole or in part, this offer letter shall be deemed amended to delete or modify, as necessary,
the offending provisions and to alter the balance of this offer letter in order to render the
same valid and enforceable to the fullest extent permissible.
    
    You have provided to the Company a true and complete copy of any non-competition and/or
non-solicitation obligation or agreement to which you may be subject.Notwithstanding the immediately foregoing sentence, by accepting this offer, you hereby confirm
and represent to Talbots, upon the advice of counsel, that you are not a party or subject to any
agreement, obligation or covenant with any former employer or any person, firm or corporation,
which does, or in the future would, prevent, limit or impair in any way the performance by you
of your duties as an employee of Talbots as contemplated by this agreement.




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
    
    You unconditionally agree not to: (1) use in connection with your employment with Talbots
any confidential or proprietary information which you have acquired in connection with any
former employment; or (2) reveal or disclose to Talbots or any of Talbots employees, agents,
representatives or vendors, any confidential or proprietary information which you have
acquired in connection with any former employment. You acknowledge that this policy and
practice of Talbots is to be strictly followed and adhered to by you. You also agree that you
have not taken and do not have in your possession any confidential information of a prior
employer and have returned to your prior employer any confidential information which was in
your possession.
    
    You represent that the information (written or oral) provided to the Company by you or your
representatives in connection with obtaining employment or in connection with your former
employments, work history, circumstances of leaving your former employments and educational
background is true and complete.
    
    This offer is effective only through Tuesday, February 19, 2008 and is contingent upon a
satisfactory background check. If you wish to accept our offer as outlined above, please sign
and return this letter to me. The enclosed copy is for your records.
  Very truly yours,/s/ John Fiske, IIIJohn Fiske, IIISenior Vice President
Human Resources th
 /s/ Lori WagnerLori Wagner