Re: Revolving Credit Agreement dated as of January 25, 1994; First Amendment, dated November 21, 1995; Second Amendment dated April 18, 1996; Third Amendment, dated January 28, 1998; and Fourth Amendment, dated April 17, 1998, between The Talbots,...

                        [LETTERHEAD OF THE TALBOTS, INC.]






December 20, 1999



                              REQUEST FOR EXTENSION

To:      The Sakura Bank, Limited
         New York Branch

         Re:      Revolving Credit Agreement dated as of January 25, 1994; First
                  Amendment,  dated November 21, 1995;  Second  Amendment  dated
                  April 18, 1996; Third  Amendment,  dated January 28, 1998; and
                  Fourth Amendment,  dated April 17, 1998,  between The Talbots,
                  Inc.  as  borrower,   and  The  Sakura   Bank,   Limited  (the
                  "Agreement")


Dear Sirs:

Pursuant to Section 14(j)(i) of the Agreement,  we hereby irrevocably request to
you the one year  extension of the  Revolving  Credit  Period (as defined in the
Agreement)  so that the  Revolving  Credit  Period if extended  pursuant to this
request would expire on January 28, 2002.

We would  appreciate  it if such  extension  would be  accepted,  and, if so, in
writing.

                                          Very truly yours,

                                          THE TALBOTS, INC.



                                          By:   XXXXXX X. XXXXXX
                                                ----------------
                                                Xxxxxx X. Xxxxxx
                                                Senior Vice President, Finance

ELL:mc

cc:      Xx. X. Xxxxx
         Xx. X. Xxxxx