Letterhead of The Bank of Tokyo-Mitsubishi, Ltd.] April 17, 2000 To: Mr. Edward L. Larsen Senior Vice President, Finance The Talbots, Inc. ACCEPTANCE OF EXTENSION RE: Credit Agreement dated as of April 17, 1998, and First Amendment to Credit Agreement...

               [Letterhead of The Bank of Tokyo-Mitsubishi, Ltd.]




April 17, 2000


To:      Xx. Xxxxxx X. Xxxxxx
         Senior Vice President, Finance
         The Talbots, Inc.


                             ACCEPTANCE OF EXTENSION

RE:      Credit  Agreement  dated as of April 17, 1998,  and First  Amendment to
         Credit  Agreement  dated April 17, 1999,  between The Talbots,  Inc. as
         borrower,  and The Bank of Tokyo-Mitsubishi  Ltd., New York Branch (the
         "Agreement")


Dear Sir:

         Pursuant  to  Section  1(h) of the  Agreement,  we hereby  accept  your
request for  one-year  extension  of the Credit  Facility  Termination  Date (as
defined in the  Agreement) so that the Credit  Facility  Termination  Date would
expire on April 17, 2002.

             Very truly yours,


             The Bank of Tokyo-Mitsubishi Ltd., New York Branch



             XXXXXXXX XXXXXXX
         By:----------------------------
             Xxxxxxxx Xxxxxxx
             Deputy General Manager

cc:      Xx. X. Xxxxx/Jusco (U.S.A.), Inc.