THE TALBOTS, INC. UMBRELLA SUPPLEMENTAL RETIREMENT PLAN (Effective as of May 25, 2005)

close of each quarter, in equal quarterly increments, over a two year period commencing with the second fiscal quarter of the Company’s 2005 fiscal year, which quarter began on May 1, 2005, and continuing through the first quarter of the Company’s 2007 fiscal year (the “Vesting Period”). In the event that, prior to the completion of the Vesting Period: (i) the Participant voluntarily terminates employment with the Company, other than as a result of the occurrence of any condition or event set forth in the definition of “Good Reason” (as that term generally is defined in Section 6(H) of the Employment Agreement, except that “May 25, 2005” shall be substituted for any other measurement date therein) (“Good Reason”); or (ii) the Participant is terminated by the Company for “cause” (which shall be limited to a termination pursuant to Section 6(D)(ii)-(viii) of the Employment Agreement) (“Cause”), no additional vesting will occur following such termination of employment and the Participant shall be vested through the end of the quarter immediately preceding the date of termination. For any other termination of employment during the Vesting Period, including, without limitation, a termination of employment by reason of the Participant’s death or disability (as set forth in Section 6(D)(i) of the Employment Agreement), a termination of employment by the Participant for Good Reason, or a termination of employment by the Company other than for Cause, the added and enhanced benefit set forth in Section 3(a) of this Umbrella Plan will accelerate and become fully vested upon such termination of employment.

(a)     Amount of Benefit. Subject to the vesting provisions of Section 2 above, the annual benefit payable hereunder (calculated on the basis of a single life annuity for the life of the Participant, although such benefit will be paid to the Participant in the (actuarially equivalent) form and at the time described in Section 3(b) below) shall be equal to fifty percent (50%) of the Participant’s Average Final Compensation, as defined in the Pension Plan, but modified to include as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award); minus the Participant’s annual pension benefit payable under the Pension Plan (determined as if the annual pension benefit under the Pension Plan were to commence as of the date of commencement of benefits under this Umbrella Plan and as if such benefit were to be paid in the form of a single life annuity for the life of the Participant); minus the benefits, if any, payable to the Participant under the supplemental retirement plan of General Mills, Inc. (the “General Mills Plan”) (which benefit under the General Mills Plan shall be actuarially adjusted for this purpose, if necessary, to a single life annuity for the life of the Participant commencing as of the date of commencement of benefits under this Umbrella Plan); and also minus the Participant’s annual pension benefit payable under the SERP (determined as if the annual pension benefit payable under the SERP were to commence as of the date of commencement of benefits under this Umbrella Plan and determined under the SERP as if such benefit were to be paid in the form of a single life annuity for the life of the Participant). In the event that benefits under this Umbrella Plan commence prior to the commencement of the Participant’s benefits under the Pension Plan, the General Mills Plan, or the SERP, the determination of the annual benefit payable hereunder shall take into account the actuarial equivalent of benefits the Participant would have received had benefits under the Pension Plan, the General Mills Plan, or the SERP commenced on such date. In the event that benefits under this Umbrella Plan commence after the commencement of the Participant’s benefits under the Pension Plan, the General Mills Plan, or the SERP, the determination of the annual benefit payable hereunder shall be made as if the pension benefit under such other plan or plans were to commence as of the date of commencement of benefits under this Umbrella Plan, and shall be determined without regard to or giving effect to any actual prior commencement of the Participant’s benefits under such other plan or plans. All actuarial adjustments required under this Umbrella Plan will be made using the actuarial factors set forth in the Pension Plan as of the date of the determination.

(b)    Form and Time of Benefit. The benefits payable under this Umbrella Plan to the Participant shall be paid in the normal form of payment specified under Section 4.1 of the Pension Plan (including any death benefits provided under Section 5.1 of the Pension Plan), which payment shall commence upon the Participant’s termination of employment or death; provided, however, any spousal benefits shall be payable only if Participant has a spouse on: (i) his termination date (and that spouse survives him); or (ii) his date of death.

(c)     Section 409A of the Code. Notwithstanding the above, if pursuant to Section 409A of the Code and any guidance issued thereunder the Company is treated as or considered “publicly traded,” the Participant is a “key employee” of the Company, and the Participant terminates employment with the Company, then no payments may be made to the Participant under this Umbrella Plan until at least six (6) months have elapsed since his termination of employment (or, if earlier, his death). Upon expiration of such six-month period (or, if earlier, his death), any payments withheld hereunder from the Participant shall be distributed to the

 2