Execution Copy
  THE TALBOTS, INC. SUPPLEMENTAL SAVINGS 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
    CONTRIBUTIONS & DEFERRAL ELECTIONS
    
    
    4ARTICLE IV
    ACCOUNTS
    
    
    7ARTICLE V
    VESTING
    
    
    8ARTICLE VI
    DISTRIBUTIONS
    
    
    9ARTICLE VII
    PAYEE DESIGNATIONS AND LIMITATIONS
    
    
    11ARTICLE VIII
    ADMINISTRATION
    
    
    12ARTICLE IX
    MISCELLANEOUS
    
    
    13




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THE TALBOTS, INC. SUPPLEMENTAL SAVINGS PLAN
Amended and Restated Effective January 1, 2009
   ARTICLE I  TITLE AND DEFINITIONS
 Account
 Administrator
 Base Salary
 Beneficiary Beneficiaries
 Beneficiary Designation
 Board
 Bonus
 Code
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Committee
 Company
 Compensation
 Deferral Account
 Deferral Election
 Disabled
 Distributable Amount
 Distribution Election
 Effective Date
 Eligible Employee
 Employer
 Employer Contributions
 Employer Contributions Account
 ERISA
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Fund Funds
 Fund Subaccount
 Grandfathered Amount
 Investment Election
 Participant
 Payment Date
 Plan Year
 Retirement
 RSVP
 Scheduled Distribution
 Separation from Service
 SSP
 Termination from Employment
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Unforeseeable Emergency
 Valuation Date
 Years of Service
 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). Such Deferral Election,
however, can only relate to Compensation that has not yet been earned. Notwithstanding
the foregoing, in the case of an Eligible Employee who first becomes eligible to
participate in the SSP after the beginning of the Plan Year, such Eligible Employee
must file a Deferral Election within thirty (30) days of the date that the Eligible
Employee first becomes eligible to participate in the SSP. Such Eligible Employees
Deferral Election
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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 after the time at which the
Eligible Employee files with the Administrator a Deferral Election in accordance with
Section 3.1(a) of the SSP. An Eligible Employee may elect to defer 1% to 60% (in whole
percentages) of his Compensation. An Eligible Employees election to defer
Compensation applies to such Eligible Employees base salary and bonus.(c)
    
    Duration of Compensation Deferral Election. An Eligible Employees
election to defer Compensation for 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 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 such Participant 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 SSP 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 SSP. 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 SSP.If an Eligible Employee has not been eligible to participate in the SSP (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 SSP. In all other
cases, the Eligible Employee shall be eligible to participate in the SSP 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
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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 SSP 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 SSP
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 SSP.
 Employer Contributions
 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 SSP from time to time by the Committee pursuant to
Section 3.3(b) of the SSP. 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 or 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 SSP, 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 SSP. 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.
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Distribution Elections
 (a)
    
    Initial Distribution Election. A Participant shall designate the time
and form of distribution of deferrals and Employer 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.
 (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 of the Code.
 ARTICLE IV  ACCOUNTS
 Deferral Accounts
 (a)
    
    On the date that Compensation is deferred to the SSP, 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
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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.(c)
    
    Each Plan Years deferrals, and investment gains and losses, shall be accounted
for in a manner which allows separate accounting.
 Employer Contributions Account
 (a)
    
    On the date that Employer Contributions are made, the Employer shall credit the
Fund Subaccounts of the Participants Employer Contributions Account with an amount
equal to the Employer Contributions, if any, made on behalf of that Participant, that
is, the proportion of the Employer 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
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 Contributions Account
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ARTICLE VI  DISTRIBUTIONS
 Retirement or Disability Distributions
 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
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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. Each Scheduled
Distribution (or an installment of such Scheduled Distribution) shall be paid on the
first business day of the calendar year as elected by the Participant, but in no
event later than January 31 of such calendar year. 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 SSP. 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 prior
to the end of any calendar month.(b)
    
    The amount distributed pursuant to this Section 6.5 of the SSP 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).
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(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.
 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 SSP 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
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ARTICLE VIII  ADMINISTRATION
 Committee
 (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 SSP;(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 SSP; and(g)
    
    To make all other determinations and resolve all questions of fact necessary or
advisable for the administration of the SSP, including determinations regarding
eligibility for benefits payable under the SSP.
  Claims Procedure
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(a)
    
    Specific reason or reasons for the denial;(b)
    
    Specific reference to any provisions of the SSP 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 SSP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 SSP 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 SSP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 SSP
 Unsecured General Creditor
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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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