0001193125-05-170270 Sample Contracts

Contract
Purchase Agreement • August 17th, 2005 • J Crew Group Inc • Retail-apparel & accessory stores • New York
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STOCKHOLDERS’ AGREEMENT
Stockholders' Agreement • August 17th, 2005 • J Crew Group Inc • Retail-apparel & accessory stores • New York

STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 17, 1997, among J. Crew Group, Inc. (the “Company”), TPG Partners II, L.P. (the “Majority Stockholder”) and Emily Woods (the “Stockholder”).

TPG Partners II, L.P.
Stockholders’ Agreement • August 17th, 2005 • J Crew Group Inc • Retail-apparel & accessory stores

Pursuant to Section 10 of the Stockholders’ Agreement (the “Agreement”) among J. Crew Group, Inc. (the “Company”), Emily Woods 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):

August 16, 2005
Employment Agreement • August 17th, 2005 • J Crew Group Inc • Retail-apparel & accessory stores

Pursuant to our discussions regarding your employment with J. Crew Group, Inc. (the “Parent”) and its operating subsidiaries (collectively with the Parent, the “Company”), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (the “Agreement”) for all parties to sign.

Contract
Employment Agreement • August 17th, 2005 • J Crew Group Inc • Retail-apparel & accessory stores • New York

This letter agreement (“Letter Agreement”) will confirm our understanding of the arrangements under which your employment as Executive Vice-President and Chief Financial Officer of J. Crew Group, Inc. and all of its subsidiaries and affiliates (collectively, the “Company”) is terminated. These terms and conditions are set out below.

TPG-MD Investment, LLC August 16, 2005
Letter Agreement • August 17th, 2005 • J Crew Group Inc • Retail-apparel & accessory stores • New York
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