AMENDMENT NO. 2 TO THE TALBOTS, INC. DEFERRED COMPENSATION PLAN

Exhibit 10.38

AMENDMENT NO. 2 TO THE
TALBOTS, INC. DEFERRED COMPENSATION PLAN

          The Talbots, Inc. Deferred Compensation Plan (the “Plan”) is hereby amended as follows, effective as of January 1, 2007:

          1. Section 2 of the Plan is hereby amended by adding the following new paragraph to the end thereof:

     “Effective January 1, 2007, an individual who is employed by The J. Jill Group, Inc. (“Jill”) at a director level or above, shall be eligible to participate in the Plan, provided however, that such individual must first be designated by the Administrative Committee as a participant in the Plan (hereinafter, such designated individual shall be referred to as a ‘Jill Participant’).”

          2. Section 3 of the Plan is hereby amended by adding the following new paragraph to the end thereof:

     “Notwithstanding