TPG Partners II, L.P.

Exhibit 4.4(c)

TPG Partners II, L.P.

000 Xxxxxxxxxx Xxxxxx

Xxxxx 000

Xxx Xxxxxxxxx, XX 00000

June 11, 1998

Xx. Xxxxx Xxxxx

000 Xxxx 00xx Xxxxxx

0xx Xxxxx

Xxx Xxxx, XX 00000

Dear Xxxxx:

Pursuant to Section 10 of the Stockholders’ Agreement (the “Agreement”) among J. Crew Group, Inc. (the “Company”), Xxxxx Xxxxx and TPG Partners II, L.P. (“TPG”), dated October 17, 1997, Section 4(b) of the Agreement is hereby amended by adding the following new sentence to the end of Section 4(b):

Notwithstanding the foregoing, for as long as Xx. Xxxxxx Xxxxxx serves as a member of the Board there shall be a maximum of eleven members of the Board and references to the “remaining four members of the Board” and to the “four additional directors” shall be changed to the “remaining five members of the Board” and the “five additional directors”, respectively, and the reference to a “total of ten directors” shall be changed to a “total of eleven directors”.

If you agree with the foregoing, please sign below on behalf of yourself and on behalf of the Company.

Very truly yours,

/s/ Xxxxx Xxxxxxx

Xxxxx Xxxxxxx

Principal, TPG Partners II, L.P.

Agreed and Accepted:

/s/ Xxxxx Xxxxx

Xxxxx Xxxxx, in her capacity as

a party to the Stockholders’ Agreement

/s/ Xxxxx Xxxxx

Xxxxx Xxxxx