0001104659-04-028244 Sample Contracts

TRUST AGREEMENT
Trust Agreement • September 22nd, 2004 • 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 & Trust Co. (the “Trustee”), which was originally effective as of January 1, 2002, is hereby restated as of September 17, 2004 in order to evidence the trust (the “Trust”) to be established, pursuant to The J. Jill Group, Inc. Deferred Compensation Plan (the “Plan”), for the benefit of members of the Board of Directors of the Company and 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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