Limited Brands (LTD)

   Item 1.01. Entry into a Material Definitive Agreement

On November 15, 2006, Limited Brands, Inc. (“Limited Brands”) entered into a definitive Support Agreement (the “Support Agreement”) with La Senza Corporation (“La Senza”) and MOS Maple Acquisition Corp., an indirect wholly-owned subsidiary of Limited Brands (“Bidco”). The Support Agreement provides that, upon the terms and subject to the conditions set forth therein, Bidco will commence a cash tender offer (the “Offer”) for all of the outstanding subordinate voting shares (“SV Shares”) of La Senza at an offer price of CDN $48.25 per SV Share to be paid in cash.

The Offer is subject to certain conditions, including the approval of the Canadian Competition Bureau, and the valid tender to Bidco under the Offer of at least 66 % of the issued and outstanding SV Shares on a fully-diluted basis.

In connection with the Offer, Limited Brands and Bidco have entered into a definitive Lock-Up Agreement (the “Lock-Up Agreement”) with certain shareholders of La Senza (the “Supporting Shareholders”). The Lock-Up Agreement provides that, upon the terms and subject to the conditions set forth therein, the Supporting Shareholders will support the Offer and irrevocably agree to tender to Bidco under the Offer all of their SV Shares.

A copy of the Support Agreement is attached hereto as Exhibit 1.01 and is incorporated herein by reference. A copy of the press release issued by Limited Brands on November 15, 2006 concerning the transaction is filed herewith as Exhibit 1.02 and is incorporated herein by reference.

All forward-looking statements made by Limited Brands involve material risks and uncertainties and are subject to change based on various important factors which may be beyond Limited Brands’ control. Accordingly, the forward-looking statement relating to the completion of the tender offer contemplated by the Support Agreement is subject to risks and uncertainties that could delay or prevent the completion of the tender offer, including the satisfaction of the conditions set forth in the Support Agreement and the risks and uncertainties outlined in the Offering Circular that will be mailed to the shareholders of La Senza. The Company does not undertake to publicly update or revise forward-looking statements.

Section 7 - Regulation FD

      Item 1.01 Entry into a Material Definitive Agreement

     On April 28, 2005, the Compensation Committee of Limited Brands, Inc. (the “Company”) granted to Leonard A. Schlesinger, the Company’s Vice Chairman and Chief Operating Officer, options to purchase 125,000 shares of the Company’s common stock at a per share exercise price of $21.88, the fair market value of a share of the Company’s common stock on the grant date. Copies of the option agreement are attached as Exhibit 1.01 and are incorporated herein by reference. Mr. Schlesinger’s options vest and become exercisable in four annual installments of 31,250 options beginning on the first anniversary of the grant date, subject to continued employment, but subject to earlier vesting as provided in the Company’s 1993 Stock Option and Performance Incentive Plan (2003 Restatement) (the “Plan”). The options were granted under the Plan, are subject in all respects to the Plan’s terms and conditions and expire ten years after the date of grant. The Plan is filed as Exhibit 10.5 to the Company’s Form 10-K for the Company’s fiscal year ended January 31, 2003, filed on April 14, 2004.

Section 9 - Financial Statements and Exhibits

     Item 1.01 Entry into a Material Definitive Agreement

     On March 31, 2005, the Compensation Committee of Limited Brands, Inc. (the “Company”) granted to Leslie H. Wexner, the Company’s Chairman and Chief Executive Officer, Leonard A. Schlesinger, the Company’s Vice Chairman, Chief Operating Officer and Group President and V. Ann Hailey, the Company’s Executive Vice President and Chief Financial Officer, options to purchase 330,000, 125,000 and 100,000 shares of the Company’s common stock, respectively, at a per share exercise price of $24.30, the fair market value of a share of the Company’s common stock on the grant date. Copies of the option agreement are attached as Exhibits 1.01, 1.02 and 1.03 and are incorporated herein by reference. Mr. Wexner’s, Mr. Schlesinger’s and Ms. Hailey’s options vest and become exercisable in four annual installments of 82,500 options, 31,250 options, and 25,000 options, respectively, beginning on the first anniversary of the grant date, subject to continued employment, but subject to earlier vesting as provided in the Company’s 1993 Stock Option and Performance Incentive Plan (2003 Restatement) (the “Plan”). The options were granted under the Plan, are subject in all respects to the Plan’s terms and conditions and expire ten years after the date of grant. The Plan is filed as Exhibit 10.5 to the Company’s Form 10-K for the Company’s fiscal year ended January 31, 2003, filed on April 14, 2004.

Section 9 - Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

The employment agreement between Limited Brands, Inc. (the “Company”) and V. Ann Hailey, Executive Vice President and Chief Financial Officer has been amended as of March 8, 2005 (the “Amendment”) in connection with recently announced organizational changes. Capitalized terms used herein are defined in the Amendment. Under the Amendment, Ms. Hailey may terminate employment by providing to the Company, at any time from September 1, 2005 through February 28, 2006, notice of intent to terminate employment, which shall be considered a termination of employment for Good Reason. A termination of employment for Good Reason entitles Ms. Hailey to certain specified compensation and other benefits under her current employment agreement.

If before March 1, 2006, either the Company or Ms. Hailey determines that she should no longer continue employment in her then current position (other than pursuant to a notice of termination of employment for Good Reason), the Company shall continue to employ Ms. Hailey in a senior executive position at her current level of compensation and benefits through March 1, 2008. If the Company terminates Ms. Hailey’s employment other than for Cause or due to a Disability before March 1, 2006, the Company shall provide her, at her option, with either (i) certain specified compensation and other benefits consistent with her current employment agreement or (ii) the compensation and benefits to which she would have been entitled had her employment continued through March 1, 2008 at her current level of compensation and benefits. In the event that neither Ms. Hailey nor the Company takes any of these actions within the specified dates, then in effect her current employment agreement continues to govern her employment relationship with the Company.

The Amendment also sets forth certain compensation to be provided to Ms. Hailey if her employment is terminated (i) by the Company for Cause, (ii) by the Company other than for Cause or by Ms. Hailey for Good Reason, (iii) by reason of Disability, (iv) by reason of the Company’s decision not to extend the Employment Agreement or (v) pursuant to a Change in Control.

The Amendment is attached hereto as Exhibit 10.1 and is hereby incorporated by reference.

On February 11, 2005 the Compensation Committee of the Board of Directors determined that the payouts under the Company’s Fall 2004 Incentive Compensation Program for the named executive officers were as follows: Mr. Wexner, $1,070,323; Mr. Schlesinger, $565,531; Ms. Hailey, $359,100; Mr. Giresi, $184,680; and Mr. Stritzke $472,500.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Item 1.01 Entry into a Material Definitive Agreement

     On January 18, 2005, Limited Brands, Inc. (the “Company”) announced the appointment of Mr. Martyn Redgrave as the Company’s Executive Vice President – Chief Administrative Officer. Mr. Redgrave is to commence employment with the Company on or about March 15, 2005. Pursuant to an employment agreement dated as of January 17, 2005 among the Company, The Limited Service Corporation and Mr. Redgrave, a copy of which is attached as Exhibit 10.1 to this current report, the Company and Mr. Redgrave agreed to the following material terms and conditions:

• The initial term of Mr. Redgrave’s employment agreement is six years, with automatic one-year extensions thereafter unless either party gives written notice to the contrary.
  
  
• Mr. Redgrave’s employment agreement provides for an initial base salary of $900,000, a sign-on bonus of $600,000 (repayable in part if he resigns within two years), life insurance coverage of $1 million and disability benefits in addition to the benefits available under the Company’s disability plans. Mr. Redgrave will also be entitled to participate in the Company’s qualified and non-qualified thrift plans. Mr. Redgrave will have an annual cash bonus target and maximum opportunities of 100% and 200% of his base salary, respectively. In addition, he will be entitled to a minimum bonus of $450,000 for the Company’s 2005 fiscal year. Mr. Redgrave will be granted options to purchase 150,000 shares of Company common stock, and will also be granted 25,000 restricted shares, vesting on the fourth anniversary of the grant date.
  
  
• Mr. Redgrave’s employment agreement also provides that, if the Company terminates his employment without cause or fails to extend the term of his agreement, or if he terminates his employment for good reason, he will continue to receive his base salary for one year after the termination date; provided that if Mr. Redgrave agrees to execute a general release of the Company, he will also be entitled to receive an additional year of salary continuation as well as the incentive compensation that he would have otherwise received had he been employed by the Company during the one-year period beginning on his employment termination date.
  
  
• In the event that in connection with a change in control of the Company his employment is terminated either by the Company without cause or by him for good reason, Mr. Redgrave would be entitled to a lump severance benefit equal to two times his base salary and an amount equal to the sum of his four semi-annual payouts he received under the Company’s incentive compensation performance plan, together with a pro rata amount for the incentive compensation period in which his employment terminated.
  
  
• In the event any “parachute” excise tax is imposed on Mr. Redgrave, he will be entitled to tax reimbursement payments.

     On January 18, 2005, the Company announced the appointment of Mr. Jay Margolis as the Company’s Group President – Apparel Brands. Mr. Margolis is to commence employment with the Company on or about February 7, 2005. Pursuant to an employment agreement dated as of January 5, 2005 among the Company, The Limited Service Corporation and Mr. Margolis, a copy of which is attached as Exhibit 10.2 to this current report, the Company and Mr. Margolis agreed to the following material terms and conditions:

• The initial term of Mr. Margolis’ employment agreement is six years, with automatic one-year extensions thereafter unless either party gives written notice to the contrary.
  
  
• Mr. Margolis’ employment agreement provides for an initial base salary of $1,150,000, a sign-on bonus of $500,000 (repayable in part if he resigns within two years), life insurance coverage of $1,000,000 and disability benefits in addition to the benefits available under the Company’s disability plans. Mr. Margolis will also be entitled to participate in the Company’s qualified and non-qualified thrift plans. Mr. Margolis will have an annual cash bonus target and maximum opportunities of 120%

and 240% of his base salary, respectively. In addition, he will be entitled to a minimum bonus of $1,380,000 for the two seasons comprising the Company’s 2005 fiscal year. Mr. Margolis has been granted options to purchase 250,000 shares of Company common, and has been granted 75,000 restricted shares, vesting in three equal annual installments beginning on the first anniversary of the grant date. The Company will recommend that the Compensation Committee grant to Mr. Margolis options to purchase Company common stock in the grant years and amounts as follows: 2006, 100,000 options; 2007, 75,000 options; 2008, 75,000 options; 2009, 50,000 options, and 2010, 50,000 options.



• Mr. Margolis’ employment agreement also provides that, if the Company terminates his employment without cause or fails to extend the term of his agreement, or if he terminates his employment for good reason, he will continue to receive his base salary for one year after the termination date; provided that if Mr. Margolis agrees to execute a general release of the Company, he will also be entitled to receive an additional year of salary continuation as well as the incentive compensation that he would have otherwise received had he been employed by the Company during the one-year period beginning on his employment termination date.
  
  
• In the event that in connection with a change in control of the Company his employment is terminated either by the Company without cause or by him for good reason, he would be entitled to a lump severance benefit equal to two times his base salary and an amount equal to the sum of his four semi-annual payouts he received under the Company’s incentive compensation performance plan, together with a pro rata amount for the incentive compensation period in which his employment terminated.
  
  
• In the event any “parachute” excise tax is imposed on Mr. Margolis, he will be entitled to tax reimbursement payments.

      In addition, on January 18, 2005, the Company announced the creation of a newly formed Limited Brands Executive Committee of which both Mr. Redgrave and Mr. Margolis will serve as members.

     The foregoing descriptions of Mr. Redgrave’s employment agreement and Mr. Margolis’ employment agreement are qualified in their entirety by reference to the provisions of the Mr. Redgrave’s employment agreement and Mr. Margolis’ employment agreement attached as Exhibits 10.1 and 10.2, respectively, to this current report.

     The Company’s press release announcing Mr. Redgrave’s and Mr. Margolis’ appointment is attached as Exhibit 99.1 to this report.

Section 5 - Corporate Governance and Management