This Agreement

Fifth Extension





                                 FIFTH EXTENSION
                           OF SHARE REPURCHASE PROGRAM

         THIS  AGREEMENT is entered into as of June 1, 2000 between THE TALBOTS,
INC., a Delaware  corporation  ("Talbots") and JUSCO (U.S.A.),  INC., a Delaware
corporation ("JUSCO USA").

         WHEREAS,  Talbots originally  initiated its share repurchase program in
February 1995 and subsequently  extended such program in both November 1995, May
1997, May 1999; and January 2000; and

         WHEREAS,  as part of the share  repurchase  program,  for each month in
which Talbots has repurchased shares from the public  shareholders,  Talbots has
then  repurchased  such  numbers  of  shares  of  Common  Stock  from  JUSCO USA
sufficient to maintain  substantially  the same percentage  ownership in Talbots
between JUSCO USA and the public shareholders; and

         WHEREAS, Talbots has completed the most recent share repurchase program
and the Board of Directors of Talbots  believes  that it is in the best interest
of Talbots and its shareholders to extend the share repurchase program; and

         WHEREAS,  the Board of  Directors  of Talbots  has now  authorized  the
expenditure  of up to an additional  $20 million for the repurchase of shares of
Common Stock under the share  repurchase  program,  such  repurchases to be made
from time to time over a two year period (the "Program"); and

         WHEREAS,  it  is  agreed  that  the  price  to  JUSCO  USA  for  shares
repurchased  from JUSCO USA under the Program  will  continue to be the weighted
average price paid to the public shareholders;

         NOW, THEREFORE, it is agreed by Talbots and JUSCO USA as follows:

         1.  Purchase  Dates.  On  a  business  day  ("monthly  purchase  date")
occurring in the last five (5)  calendar  days of each  calendar  month in which
Talbots has purchased  shares of its Common Stock from the public in open market
purchases, privately negotiated transactions or otherwise, Talbots will purchase
from JUSCO USA,  and JUSCO USA will  transfer  and sell to  Talbots,  a pro rata
number of shares of Talbots Common Stock.

         2. Purchase  Price.  The purchase  price to be paid by Talbots to JUSCO
USA for the shares  purchased  from JUSCO USA under the Program will be equal to
the weighted  average price  (excluding  commissions,  mark-ups,  fees and other
costs) paid by Talbots for the shares of Talbots Common Stock purchased from the
public  shareholders  for such calendar  month under the Program (the  "Weighted
Average Price").

         3. Purchase  Notice.  At least one (1) business day before each monthly
purchase date,  Talbots will provide  written notice to JUSCO USA by telecopy or
otherwise of (a) the total number of shares of Talbots Common Stock purchased by
Talbots from the public shareholders for the particular calendar month under the
Program and the  respective  purchase  prices of such shares  purchased from the
public  shareholders,  (b) the total number of shares of Talbots Common Stock to
be purchased from JUSCO USA on the monthly purchase date pursuant to paragraph 1
above,  (c) the  purchase  price to be paid by Talbots  to JUSCO USA  determined
under  paragraph 2 above,  and (d) the  aggregate  purchase  price to be paid by
Talbots  to JUSCO USA for all  shares to be  purchased  from  JUSCO USA for such
month.

         4. Payment.  On each monthly purchase date Talbots will make payment to
JUSCO USA for the shares being purchased from JUSCO USA for such month.  Payment
of the purchase price will be by wire transfer or other mutually  agreed payment
method.

         5. Transfer of JUSCO USA Shares. On or promptly  following each monthly
purchase date,  JUSCO USA will deliver stock  certificates to the stock transfer
agent of Talbots  with  instructions  to  transfer  the total  number of Talbots
shares of Common Stock purchased by Talbots from JUSCO USA for such month. JUSCO
USA will also  deliver to the stock  transfer  agent such stock powers and other
instruments as may be necessary to give effect to such purchase.

         6.  General.  This  Agreement is binding upon and is for the benefit of
Talbots and JUSCO USA and their respective  successors and assigns, and no other
person or entity shall have any rights or benefits under this  Agreement  either
as a third party  beneficiary or otherwise.  This Agreement may be amended by an
agreement signed by Talbots and JUSCO USA.

         IN WITNESS  WHEREOF,  the parties have each signed and  delivered  this
Agreement as of the date set forth on the first page of this Agreement.

                                    THE TALBOTS, INC.

                                                  EDWARD L. LARSEN
                                    By:-----------------------------------------
                                          Name:   Edward L. Larsen
                                          Title:  Senior Vice President, Finance
                                                  Chief Financial Officer

                                    JUSCO (U.S.A.), INC.

                                                  ISAO TSURUTA
                                    By:-----------------------------------------
                                          Name:   Isao Tsuruta
                                          Title:  Senior Vice President