THE TALBOTS, INC.

                                    CONTRACT

                  CONTRACT (this "Contract"), dated as of June 16, 1999, between
XXXXXXXX XXXXXX,  as consultant and senior advisor (the "Senior  Advisor"),  and
THE TALBOTS, INC., a Delaware corporation (the "Company").

                                   WITNESSETH

                  WHEREAS,  the Senior  Advisor and the Company are parties to a
contract dated as of November 18, 1993 (the "Consulting Contract"); and

                  WHEREAS,  both the  Senior  Advisor  and the  Company  wish to
terminate the Consulting Contract.

                  NOW,    THEREFORE,    in    consideration    of   the   mutual
representations,  warranties,  covenants and undertakings  herein set forth, the
parties hereto agree as follows:

                  1. The Consulting Contract shall be terminated effective as of
October 30, 1999, and, except as provided  therein,  shall have no further force
or effect.

                  IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this
Contract as of the date first written above.

                            THE TALBOTS, INC.


/s/ Xxxxxxxx Xxxxxx         By:  /s/ Xxxxxx X. Xxxxxxx
--------------------             ----------------------
Xxxxxxxx Xxxxxx                  Xxxxxx X. Xxxxxxx
                                 President and Chief  Executive Officer