EMPLOYMENT AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective agreements of the parties contained herein, the parties hereby agree as follows:

1 Term. This Agreement shall commence on the Executive's first day of employment (the "Commencement Date") and continue until terminated pursuant to the provisions of Section 9 of this Agreement.

2. Employment.

(a) Position. The Executive's first day of employment with the Company shall be July 5, 2011. The Company and the Executive agree that until the Executive assumes the position of Chief    Executive Officer, the Executive will not have any advisory or operational role with the Company and that his sole responsibility during this period will be to onboard with the Company. Effective August 1, 2011, the Executive will assume the position of Chief Executive Officer of the Company and shall perform the duties, undertake the responsibilities, and exercise the authority customarily performed, undertaken, and exercised by persons employed in a similar executive capacity. Further, prior to August 1, 2012, the Executive shall not have any involvement or responsibilities with any other subsidiary of Limited Brands, Inc.

(b) Obligations. The Executive agrees to devote the Executive's full business time and attention to the business and affairs of the Company. The foregoing, however, shall not preclude the Executive from serving on corporate, civic, or charitable boards or committees or managing personal investments, so long as such activities do not materially interfere with the performance of the Executive's responsibilities hereunder.

3    Base Salary. The Company agrees to pay the Executive an annual Base Salary at the rate of Eight Hundred Thousand Dollars ($800,000.00), less applicable withholdings. Beginning in 2012, this Base Salary will be subject to annual review and may be increased, but not reduced, from time to time in the discretion of the Company, based on factors such as the Executive's responsibilities, compensation of similar executives within the Company and in other companies, the Executive's performance, and other pertinent factors. Such Base Salary shall be payable in accordance with the Company's customary practices applicable to its executives.

4.     Equity Compensation. The Company, within ten (10) days of the Commencement Date, shall grant to the Executive restricted shares of the Company's common stock with a value of One Million Dollars ($1,000,000.00). Said grant shall be subject to the terms and conditions set forth in the Company's Stock Option and Performance Incentive Plan ("Plan") and in the respective stock grant. Beginning in 2012 the Executive shall also be eligible for such other additional future equity-based awards as may be commensurate with his position and performance as determined by the Compensation Committee. With respect to the Executive's 2012 grant, the Company shall use its best efforts to have the Compensation Committee grant to the Executive an equity-based award with a value of no less than One Million Two Hundred Thousand Dollars ($1,200,000.00). Further, said 2012 grant shall be apportioned in a

manner so that, at a minimum, seventy-five percent (75%) of the value will be in restricted stock and will be granted to Executive on or about March 31, 2012 or the Commencement Date of his employment, whichever is later.

6.    Incentive Payments.

7.    Other Benefits.

(a) Benefits. The Executive shall be entitled to all other benefits as similarly situated executives.

9.     Termination. The Executive's employment hereunder is subject to the following terms and conditions:

(a) Disability. The Company shall be entitled to terminate the Executive's employment after having established the Executive's Disability. For purposes of this Agreement, "Disability" means a physical or mental infirmity which impairs the Executive's ability to substantially perform the Executive's duties under this Agreement as determined in accordance with the Company's Long-Term Disability Plan.

(b) Cause. The Company    shall be entitled    to terminate the Executive's employment for "Cause". For purposes of this Agreement, "Cause" shall mean that the Executive (1) was grossly negligent in the performance of the Executive's duties (other than a failure resulting from the Executive's incapacity due to physical or mental illness); or (2) has pleaded "guilty" or "no contest" to or has been convicted of an act which is defined as a felony under federal or state law; or (3) engaged in misconduct in bad faith which could reasonably be expected to materially harm the Company's business or its reputation; or (4) has materially breached this Agreement. Notwithstanding the foregoing, "Cause" shall not include acts which are cured by the Executive no later than thirty (30) days from the date of receipt by the Executive of

written notice from the Company identifying in reasonable detail the act or acts constituting such "Cause" and its intention to terminate the Executive for "Cause". Further "misconduct in bad faith" shall not constitute any act taken or not taken by the Executive in the good faith belief that such action or inaction was in, or not opposed to, the best interests of the Company.

(c) Termination Without Good Reason or for Good Reason by the Executive. The Executive may terminate employment hereunder without "Good Reason" by delivering to the Company, not less than ninety (90) days prior to the Termination Date, a written Notice of Termination. The Executive may terminate employment hereunder for "Good Reason" by delivering to the Company not less than thirty (30) days prior to the Termination Date, a written Notice of Termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purpose of this Agreement, "Good Reason" means (i) the failure to continue the Executive in a capacity contemplated by Section 2, above; (ii) the assignment to the Executive of any duties, responsibilities or authority materially inconsistent with the Executive's position or duties, as set forth in Section 2 hereof; (iii) a reduction in or a material delay in payment of the Executive's total cash compensation and benefits from those required to be provided in accordance with the provisions of this Agreement; (iv) the Company, the Board or any person controlling the Company requires the Executive to be based outside 50 miles from Columbus, Ohio, other than on travel reasonably required to carry out the Executive's obligations under the Agreement; (v) any material breach of this Agreement by the Company; or (vi) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale, or similar transaction provided, however, that "Good Reason" shall not include (A) acts not taken in bad faith which are cured by the Company in all material respects not later than thirty (30) days from the date of receipt by the Company of a written Notice of Termination identifying in reasonable detail the act or acts constituting "Good Reason" or (B) acts taken by the Company by reason of the Executive's physical or mental infirmity which infirmity impairs the Executive's ability to substantially perform his duties under this Agreement.

(g) Termination Date. "Termination Date" shall mean in the case of the Executive's death, the date of death, or in all other cases, the date specified in the     Notice    of Termination; provided, however, that     if the Executive's employment is terminated by the Company due to Disability, the date specified in the Notice of Termination shall be at least thirty (30) days from the date the Notice of Termination is given to the Executive.

10.     Compensation Upon Certain Terminations by the Company.

(a) If during the term of the Agreement (including any extensions thereof), whether or not following a Change in Control (as defined in the applicable Change in Control Provision), the Executive's employment is terminated by the Company for Cause or by reason of the Executive's death, or if the Executive gives the Company a written Notice of Termination other than one for Good Reason, the Company's sole obligations hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon)

(collectively, "Accrued Compensation"). The Executive's entitlement to any other benefits shall be determined in accordance with the Company's employee benefit plans then in effect.

(i) the     Company shall pay the     Executive the Accrued Compensation;

            

(ii) in consideration of the Executive signing a General Release; which General Release becomes effective and irrevocable within the time prescribed therein but in no event later than the sixtieth (60th) day following the Termination Date and which contains a release of Executive's claims against the Company in a form reasonably satisfactory to the Company (but which will not require Executive to release his rights under this Agreement, indemnification rights or any vested rights under any Company plan or agreement);

(i) the Company shall pay the Executive the Accrued Compensation; and

(ii) the Executive shall be entitled to receive any disability benefits available under the applicable Long Term Disability Plan.

11. Employee Covenants .

(b) Non-Competition. During the Non-Competition Period described below, the Executive shall not, directly or indirectly, without the prior written consent of the Company, own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner,

(c) Non-Solicitation. During the No-Raid    Period described below, the Executive shall not directly or indirectly solicit, induce or attempt to influence any employee to leave the employment of the Company, nor assist anyone else in doing so. Further, during the No-Raid Period, the Executive shall not, either directly or indirectly, alone or in conjunction with another party, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, with any person who at any time was an employee, customer or supplier of the Company, or otherwise had a business relationship with the Company.

(d) Intellectual Property. The Executive agrees that all inventions, designs and ideas conceived, produced, created, or reduced to practice, either solely or Jointly with others, during the Executive's employment with the Company including those developed on the Executive's own time, which relates to the Company's business ("Intellectual Property") shall be owned solely by the Company. The Executive understands that whether in preliminary or final form, such Intellectual Property includes, for example, all ideas, inventions, discoveries, designs, innovations, improvements, trade secrets, and other intellectual property. All Intellectual Property is either work made for hire for the Company within the

meaning of the United States Copyright Act, or, if such Intellectual Property is determined not to be work made for hire, then the Executive irrevocably assigns all rights, titles and interests in and to the Intellectual Property to the Company, including all copyrights, patents, and/or trademarks. The Executive agrees to, without any additional consideration, execute all documents and take all other actions needed to convey the Executive's complete ownership of the Intellectual Property to the Company so that the Company may own and protect such Intellectual Property and obtain patent, copyright and trademark registrations for it. The Executive also agrees that the Company may alter or modify the Intellectual Property at the Company's sole discretion, and the Executive waives all right to claim or disclaim authorship. The Executive represents and warrants that any Intellectual Property that the Executive assigns to the Company, except as otherwise disclosed in writing at the time of assignment, will be the Executive's sole exclusive original work. The Executive also represents that the Executive has not previously invented any Intellectual Property or has advised the Company in writing of any prior inventions or ideas.

(e)     Remedies. The Executive agrees that any breach of the terms of this Section 11 may result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company may entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages. The terms of this Paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. The Executive and the Company further agree that the confidentiality provisions and the covenants not to compete and solicit contained in this Section 11 are reasonable and that the Company would not have entered into this Agreement but for the inclusion of such covenants herein. The parties agree that the prevailing party shall be entitled to all costs and expenses, including reasonable attorneys' fees and costs, in addition to any other remedies to which either may be entitled at law or in equity. Should a court determine, however, that any provision of the covenants is unreasonable, either in period of time, geographical area, or otherwise, the parties hereto agree that the covenant should be interpreted and enforced to the maximum extent which such court deems reasonable.

(f)     Sears Agreement. The Executive and the Company agree to comply with the terms and conditions set forth in the Confidential Settlement Agreement and Mutual Release dated effective as of May 18, 2011 between Sears Holdings Corporation, Lands' End, Inc., the Executive, the Company, Limited Brands, Inc. and Bath & Body Works, LLC.

12.     Compliance with Section 409A.

(d)    The parties intend this Agreement to be in compliance with, or otherwise exempt from, Section 409A.

13.     Successors and Assigns.

14.     Arbitration. Except with respect to the remedies set forth in Section 11(f) hereof, any controversy or claim between the Company or any of its affiliates and the Executive arising out of or relating to this Agreement or its termination shall be settled and determined by a single arbitrator whose award shall be accepted as final and binding upon the parties. The American Arbitration Association, under its Employment Arbitration     Rules, shall administer the binding arbitration. The arbitration shall take place in Columbus, Ohio. The Company and

the Executive each waive any right to a jury trial or to a petition for stay in any action or proceeding of any kind arising out of or relating to this Agreement or its termination and agree that the arbitrator shall have the authority to award costs and attorney fees to the prevailing party.

To the Executive:

Nick Coe

125 North Hamilton Street

Madison, WI 53703

Bath & Body Works Brand Management, Inc.

Three Limited Parkway

Columbus, Ohio 43230

Attn: Secretary

19.     Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. In the event of any conflict between the provisions of this Agreement and any other Company document, acknowledgement or agreement, this Agreement shall control.