SECOND EXTENSION
OF SHARE REPURCHASE PROGRAM
THIS AGREEMENT is entered into as of May 23, 1997 between THE TALBOTS,
INC., a Delaware corporation ("Talbots") and JUSCO (U.S.A.), INC., a Delaware
corporation ("JUSCO USA").
WHEREAS, Talbots adopted an initial repurchase program on February 21,
1995 under which Talbots was authorized to repurchase up to a maximum of one
million shares of its outstanding Common Stock; and
WHEREAS, the share repurchase program was extended by an Extended Share
Repurchase Agreement between Talbots and JUSCO USA dated as of November 8, 1995;
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, it was and is the determination of Talbots that maintaining
such ownership balance between JUSCO USA and the public shareholders is in the
best interest of Talbots and its shareholders by reason of, among other things,
promoting a continued adequate public float of its outstanding Common Stock and
an active public trading market in its outstanding Common Stock as well as
representing to the investment community stability in such ownership balance;
and
WHEREAS, Talbots completed the extended share repurchase program in May
1997, 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 $40 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, Talbots continues to believe that it is in the best interests
of Talbots and its shareholders to maintain the same general balance in the
percentage ownership interest in Talbots between JUSCO USA and the public
shareholders; 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 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, such
whole number of shares of Talbots Common Stock as will result in JUSCO USA
owning on such monthly purchase date the same (or approximately the same)
percentage ownership of outstanding Talbots Common Stock as exists at the
beginning of such month.
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, ▇▇▇▇-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 dates 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
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.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief
Executive Officer
JUSCO (U.S.A.), INC.
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President