0001214659-06-001935 Sample Contracts

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT OF ARNOLD B. ZETCHER
Employment Agreement • September 29th, 2006 • Talbots Inc • Retail-women's clothing stores

THIS AMENDMENT NO. 3 (this “Amendment”), dated as of September 28, 2006, to the Employment Agreement dated October 22, 1993 and as amended as of May 11, 1994 and as of May 25, 2005 (the “Employment Agreement”), by and between The Talbots, Inc., a Delaware corporation (the “Company”), and Arnold B. Zetcher (the “Executive”).

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THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 29th, 2006 • 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 that your employment with The Talbots, Inc., a Delaware corporation (“Talbots”), is terminated by Talbots within twelve (12) months following a Change in Control. This Agreement shall become effective on May 3, 2006. The capitalized terms 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.

GRANT AGREEMENT
Grant Agreement • September 29th, 2006 • Talbots Inc • Retail-women's clothing stores • Massachusetts

THIS GRANT AGREEMENT (the “Agreement”) is entered into effective as of May 8, 2006 by and among The Talbots, Inc., a Delaware corporation (“Talbots”), The J. Jill Group, Inc., a Delaware corporation (as successor corporation by merger) (“J. Jill”), and Olga L. Conley (the “Executive”).

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