LETTERHEAD OF BANK OF TOKYO-MITSUBISHI TRUST COMPANY] January 28, 2000 To: Mr. Edward L. Larsen Senior Vice President, Finance The Talbots, Inc. ACCEPTANCE OF EXTENSION Re: Revolving Credit Agreement dated as of January 25, 1994; First Amendment dated...

             [LETTERHEAD OF BANK OF TOKYO-MITSUBISHI TRUST COMPANY]



January 28, 2000

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

                             ACCEPTANCE OF EXTENSION

         Re:      Revolving Credit Agreement dated as of January 25, 1994; First
                  Amendment  dated  November 21, 1995;  Second  Amendment  dated
                  April 18, 1996,  and Third  Amendment  dated January 29, 1999,
                  between  The  Talbots,  Inc.  as  borrower,  and  The  Bank of
                  Tokyo-Mitsubishi Trust Company (the "Agreement")

Dear Sirs:

         Pursuant to Section  14(j)(i) of the  Agreement,  we hereby accept your
request for one-year extension of the Revolving Credit Period (as defined in the
Agreement) so that the Revolving Credit Period would expire on January 28, 2002.

Very truly yours,

Bank of Tokyo-Mitsubishi Trust Company


By:    XXXXXXXX XXXXXXX
       ---------------------
       Xxxxxxxx Xxxxxxx
       Senior Vice President


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