CHANGE IN CONTROL AGREEMENT

Exhibit 10.3

THE TALBOTS, INC.

CHANGE IN CONTROL AGREEMENT

Olga L. Conley 

c/o The Talbots, Inc.

One Talbots Drive

Hingham, Massachusetts 02043

Dear Ms. Conley:

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.

1.          Termination after Change in Control . In the event that Talbots terminates your employment Without Cause within twelve (12) months after the occurrence of a Change in Control, then the following shall occur:

(a) Talbots shall pay to you on the effective date of such termination: (i) salary for services rendered up to and including the date of termination, (ii) any and all compensation to which you may be entitled as of the date of termination pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (the “Plan”) or any other compensation or benefit plan to the extent permitted by such plans, and (iii) reimbursement for outstanding ordinary and reasonable expenses incurred by you in connection with the performance of your duties for Talbots up to and including the date on which your employment is terminated;

(b) Talbots shall pay to you, within thirty (30) days after the effective date of such termination, an amount equal to the sum of:

(w) the amount determined to be payable under clause (i) above, multiplied by

(x) your Target Incentive Rate in effect on the date of termination (which is currently 40%), multiplied by

(y) your Individual Performance Rating, multiplied by

(z) the Company Performance Rating

(the terms referred to in clauses (x), (y) and (z) having the definitions set forth in Talbots’ Management Incentive Program), assuming an Individual Performance Rating and a Company Performance Rating of 1.0; and

(c) you shall continue to participate, on the same terms and conditions, in any benefit programs of Talbots in which you participated immediately prior to such termination (including, without limitation, as applicable, any disability insurance benefit program, any medical insurance program, and dental insurance program, and any life insurance program) from the time of such termination until the earlier of: (i) the end of the one (1) year period beginning from the effective date of the termination of your employment, or (ii) such time as you are eligible to be covered by a comparable program of a subsequent employer. You hereby agree to notify Talbots promptly if and when you begin employment with another employer and if and when you become eligible to participate in any pension or other benefit plans, programs or arrangements of another employer.

2.          Assignment . None of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder. This Agreement and all of the provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto, and their successors (including successors by merger, consolidation or similar transactions), permitted assigns, executors, administrators, personal re