0001104659-05-055868 Sample Contracts

TRUST AGREEMENT
Trust Agreement • November 15th, 2005 • J Jill Group Inc • Retail-catalog & mail-order houses • Massachusetts

THIS TRUST AGREEMENT (“Trust Agreement”) between The J. Jill Group, Inc. (the “Company”) and Eastern Bank (the “Trustee”), which was originally effective as of January 1, 2002, is hereby restated as of January 1, 2005 in order to evidence the trust (the “Trust”) to be established, pursuant to (i) The J. Jill Group, Inc. Deferred Compensation Plan adopted on January 1, 2002 and restated as of September 17, 2004 and (ii) The J. Jill Group, Inc. 2005 Deferred Compensation Plan (hereinafter singly and collective referred to as the “Plan”), for the benefit of a select group of management or highly compensated employees who contribute materially to the continued growth, development and business success of the Company.

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