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




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(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 100% of your annual base salary).
  Assignment
 Miscellaneous
 Entire Agreement provided, however
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Governing Law
  Sincerely,
THE TALBOTS, INC.By:
    /s/ Trudy F. SullivanTrudy F. SullivanPresident and Chief Executive Officer Executive:/s/ Michael ScarpaName:
    Michael ScarpaDate:    December 4, 2008 3




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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 (I) 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
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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, or (II) termination of
employment with the Company by you for Good Reason (which term Good Reason is defined
in your Severance Agreement with the Company dated December 4, 2008).
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