0000950123-10-056672 Sample Contracts

WARRANT AGREEMENT between THE TALBOTS, INC. and COMPUTERSHARE INC., as Warrant Agent Dated as of April 9, 2010 Warrants To Purchase Common Stock
Warrant Agreement • June 8th, 2010 • Talbots Inc • Retail-women's clothing stores • New York

AGREEMENT dated as of April 9, 2010 between The Talbots, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association, as warrant agent (collectively, the “Warrant Agent”).

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DATE] [Name] [Address] Re: Board of Director Compensation – Restricted Stock Unit Award Dear _________:
Restricted Stock Unit Award Agreement • June 8th, 2010 • Talbots Inc • Retail-women's clothing stores

The purpose of this agreement is to confirm that, effective ______, 20___, you have been awarded ___ restricted stock units of Talbots common stock under the Talbots Restated Directors Stock Plan, the terms of which are incorporated herein, as part of your compensation for service as a Talbots director. [Pursuant to the stock ownership guidelines which are part of the approved director compensation program, ___ of these share units will be mandatorily deferred into the Director Deferred Compensation Program until the date of cessation of your service on the Board.]

WARRANT AGREEMENT between THE TALBOTS, INC. and COMPUTERSHARE INC., as Warrant Agent Dated as of April 7, 2010 Warrants To Purchase Common Stock
Warrant Agreement • June 8th, 2010 • Talbots Inc • Retail-women's clothing stores • New York

AGREEMENT dated as of April 7, 2010 between The Talbots, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association, as warrant agent (collectively, the “Warrant Agent”).

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