EXHIBIT 10.2

INDEMNIFICATION AGREEMENT

            This INDEMNIFICATION AGREEMENT (this “ Agreement ”) dated as of the 25th day of September, 2009 by and between THE DRESS BARN, INC., a Connecticut corporation (the “ Company ”), and the person named as Indemnitee on the signature page hereof (the “ Indemnitee ”).

WITNESSETH:

            WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal liability arising out of his service to the Company and/or its subsidiaries and affiliates, the Company wishes to provide in this Agreement for the indemnification of, and the advancing of expenses to, the Indemnitee as set forth in this Agreement.

            NOW, THEREFORE, in consideration of the premises and the mutual benefits to be derived from this Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

(a)   The Company hereby agrees to indemnify the Indemnitee in the event the Indemnitee is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any action, suit or proceedings (including any appeal), whether civil, criminal, administrative, investigative or other, relating to any occurrence or event before or after the date hereof, by reason of the fact that the Indemnitee is or was a director, officer, employee, partner, trustee or agent of, or consultant to, the Company or any of its subsidiaries or affiliates, or is or was serving at the request of the Company or any of its subsidiaries or affiliates as a director, officer, employee, partner, trustee or agent of, or consultant to, another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including but not limited to any such action, suit or proceeding (including any appeal), whether civil, criminal, administrative, investigative or other by any third party or by or in the right of the Company or any of its subsidiaries or affiliates or any such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (hereinafter called a “ Claim ”), for and against expenses, including attorneys’ fees, and all other costs, charges and expenses paid, incurred by or assessable against the Indemnitee in connection with investigating, defending, being a witness in or participating in, or preparing to defend, be a witness in or participate in, any Claim (collectively, “ Expenses ”) and judgments, fines, penalties, taxes (including excise taxes), and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in respect of the foregoing) incurred by the Indemnitee in connection with any Claim (collectively, “ Damages ”).

(b)   If requested by the Indemnitee, the Company shall, upon presentation of bills, statements of account or invoices for Expenses relating to a Claim, advance to or pay on behalf of the Indemnitee, within 30 days of such request, any and all Expenses shown on such bills, statements or invoices relating to such Claim (an “ Expense Advance ”), upon (i) receipt of a written affirmation of the Indemnitee’s good faith belief that the Indemnitee conducted himself in good faith and reasonably believed in the case of conduct in his official capacity, that his conduct was in the Company’s best interests, and in all other cases, that his conduct was not opposed to its best interest; and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or that the proceeding involves conduct for which liability has been eliminated under a provision of the Certificate of Incorporation authorized by the Connecticut Business Corporation Act (the “ CBCA ”); (ii) receipt of a written undertaking by or on behalf of the Indemnitee to repay such Expense Advance in the event of a final determination, adjudication or judgment (as to which all rights of appeal have been exhausted or have lapsed) that the Indemnitee is not entitled to indemnification pursuant to this Agreement; and (iii) if required under applicable law, a determination is made that the facts then known to those making the determination would not preclude indemnification under the CBCA.

(c)   In the event that the Indemnitee demands indemnification hereunder as a result of any Claim, the Indemnitee shall provide the Company with notice of such Claim and shall make available to the Company all information in the Indemnitee’s possession that reasonably relates to such Claim.  The Company shall have the right, but not the obligation, to control the defense of the Indemnitee from such Claim at the Company’s sole cost and expense and by counsel mutually acceptable to the Company and the Indemnitee.  In the event that the Company shall elect to exercise such right to control such defense, the Indemnitee shall have the right to participate in such defense at the Indemnitee’s sole expense and through counsel of its choice.  No Claim shall be settled or compromised without the consent of the Company, which shall not be unreasonably withheld, unless the Company shall have failed, after the lapse of a reasonable time, but in no event more than 30 days after notice to the Company of such proposed settlement or compromise, to notify the Indemnitee of the Company’s reasonable objection thereto.  The Indemnitee’s failure to give timely notice or to provide copies of documents or to furnish information in connection with any Claim shall not constitute a defense to any claim for indemnification by the Indemnitee hereunder except, and only to the extent, that the Company is materially prejudiced thereby.

(d)   If there has not been a Change in Control (as defined in Section 2(b) hereof), the determination that indemnification of the Indemnitee is permissible in the circumstances shall be made by the Board of Directors of the Company (the “ Board of Directors ”), a committee of the Board of Directors, special legal counsel or the Company’s shareholders (the “ Reviewing Party ”) in accordance with the CBCA, with the method of determination to be chosen by the Board of Directors.  If there has been a Change in Control, the Reviewing Party shall be the special legal counsel selected by the Company in accordance with the CBCA and approved by the Indemnitee (which approval shall not be unreasonably withheld) unless (i) the Change in Control has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in Control and (ii) the individuals who were directors prior to the Change in Control constitute at least two-thirds of the members of the Board of Directors as of the date of the determination, in which case the method of determination shall be chosen by the Board of Directors pursuant to the immediately preceding sentence.  Subject to Section 7, any determination by the Reviewing Party shall be conclusive and binding on the Company and the Indemnitee.  The Company promptly will advise the Indemnitee in writing with respect to any determination that the Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.

2.   Change in Control .

(a)   If there has been a Change in Control, except as otherwise provided in Section 1(d) of this Agreement, special legal counsel shall be selected by the Company in accordance with the CBCA and approved by the Indemnitee (which approval shall not be unreasonable withheld) and such special legal counsel shall determine whether the officer or director is entitled to indemnity payments and Expense Advances under this Agreement or any other agreement or the Certificate of Incorporation or By-laws of the Company now or hereafter in effect relating to Claims for indemnifiable events.  Such special legal counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee will be permitted to be indemnified. The Company agrees to pay the reasonable fees of the special legal counsel and to indemnify fully such special legal counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or the engagement of special legal counsel pursuant hereto.

(b)   For purposes of this Agreement, a “ Change in Control ” shall mean any of the following events: