Re:
    
    Retirement Arrangements
   Retirement Arrangement.
 Compensation Arrangement from January 5, 2009 Until Your January 16, 2010 Retirement Date.




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Equity Awards.
   
    
    All of your then outstanding and unvested PARS grants and your then outstanding and
unvested 2008 Restricted Stock Grant will continue to vest until the end of the 120-day
period following your Retirement Date (on which date Talbots will be deemed to have
exercised its repurchase option on any then unvested shares as set forth in the award




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agreement, and Talbots will thereafter pay you the $0.01 par value per share for the
unvested shares covered by the outstanding PARS grants and the 2008 Restricted Stock Grant).
    
    All of your then outstanding unvested stock options will terminate on your Retirement
Date and all of your then outstanding vested stock options will continue to be exercisable
until the earlier of three (3) years from your Retirement Date or the original expiration
date of the option.




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Effect on Existing Severance Arrangements.
   Termination of Employment Prior to Your January 16, 2010 Retirement Date.




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
    
    earned base salary up to your employment separation date;
    
    continued base salary up to your January 16, 2010 Retirement Date;
    
    accrued and unpaid benefits due and payable to you under plan terms up to your
employment separation date;
    
    continued participation (except in case of death), through COBRA or otherwise, on
substantially the same terms and conditions as in effect for you (including any required
employee contribution) immediately prior to such termination, in the medical and dental
programs provided to you immediately prior to such termination or as subsequently modified,
until the earlier of (i) January 16, 2010 or (ii) such time as you are eligible to be
covered by comparable benefits of a subsequent employer (you agree to notify the Company
promptly if and when you begin employment with another employer and if and when you become
eligible to participate in any benefit or other welfare plans, programs or arrangements of
another employer);
    
    benefits under the qualified pension plan, SERP, RSVP, DCP and SSP based on your service
up to your employment separation date and subject to satisfaction of plan requirements; and
    
    your equity awards will vest up to your employment separation date, on which date (a)
any unvested outstanding restricted stock (including PARS) will terminate (unless your
employment is terminated due to your death or Disability in which case your outstanding
unvested restricted stock would continue to vest for 120 days following such employment
separation date, on which date any unvested restricted stock would then terminate and




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Talbots will be deemed to have exercised its repurchase option), and (b) any unvested
outstanding options that you hold will terminate and you will have three (3) years from your
employment separation date (or up to the original option expiration date, if earlier) to
exercise your vested options.
  
    
    earned base salary up to your employment separation date;
    
    accrued and unpaid benefits due and payable to you under plan terms up to your
employment separation date;
    
    benefits under the qualified pension plan, SERP, RSVP, DCP and SSP based on your service
up to your employment separation date and subject to satisfaction of plan requirements; and
    
    your equity awards will be governed by the terms of the equity award agreements.
  Restrictive Covenants.




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Miscellaneous.




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Sincerely,
The Talbots, Inc.By:
    /s/ John Fiske, IIIDuly Authorized Agreed to and accepted:/s/ Edward L. LarsenEdward L. LarsenDecember 7, 2008