0000950135-08-002578 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • April 17th, 2008 • Talbots Inc • Retail-women's clothing stores • Massachusetts

This Severance Agreement (the “Agreement”) is made as of March 31, 2008 between The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and Lori Wagner (the “Executive”). This Agreement sets forth the agreement of the parties relating to the severance arrangements for the Executive under certain circumstances. Capitalized terms used in this Agreement are defined in Section 7 hereof.

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THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENT
Control Agreement • April 17th, 2008 • Talbots Inc • Retail-women's clothing stores • Massachusetts

This agreement (the “Agreement”) reflects our mutual understanding regarding payments to be made to, and benefits to be received by, you in the event your employment with The Talbots, Inc., a Delaware corporation (including its subsidiaries, the “Company”), is terminated by the Company within twelve (12) months following a Change in Control. This Agreement shall become effective on the later of December 17, 2007 and your employment commencement date. The capitalized termed used in this Agreement that are not otherwise defined herein shall have the meanings given to such terms in Appendix A hereto, incorporated herein by this reference and hereby made a part hereof.

THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 17th, 2008 • Talbots Inc • Retail-women's clothing stores • Massachusetts

This agreement (the “Agreement”) reflects our mutual understanding regarding payments to be made to, and benefits to be received by, you in the event your employment with The Talbots, Inc., a Delaware corporation (including its subsidiaries, the “Company”), is terminated by the Company within twelve (12) months following a Change in Control. This Agreement shall become effective on your employment commencement date. The capitalized termed used in this Agreement that are not otherwise defined herein shall have the meanings given to such terms in Appendix A hereto, incorporated herein by this reference and hereby made a part hereof.

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