Re: CODE SECTION 409A AMENDMENT

Exhibit 10.97

December 19, 2008

[Name]
[Title]
c/o The Talbots, Inc.
One Talbots Drive
Hingham, MA 02043

Re: CODE SECTION 409A AMENDMENT

Dear [Name],

     In order to comply with final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), you and The Talbots, Inc. (including its subsidiaries, the “Company”) hereby agree that, notwithstanding anything to the contrary in any severance agreement or severance arrangement between you and the Company (all collectively referred to herein as the “agreements”), it is the intention of the parties that each of such agreements comply with Code Section 409A, and any regulations or other guidance issued thereunder, and the agreements and the payments of any benefits thereunder will be operated and administered accordingly. Specifically, but not by limitation,