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                                                                  EXHIBIT 10.2

                                   FISCAL 2000
                           INCENTIVE COMPENSATION PLAN


PURPOSE

This plan is designed to provide financial reward to key members of The J. Jill
Group, Inc. for their contribution toward the attainment of the company's
financial goals in fiscal 2000.

PARTICIPATION

This plan is restricted to key management personnel whose performance has a
measurable impact on the company's ability to achieve its financial goals.
Participation in the plan and assignment of bonus percentages is made either by
the Compensation Committee of the Board of Directors in the case of executive
officers or by the President of the company in the case of everyone else. The
Compensation Committee and the President may also award additional bonuses at
their discretion.

ELIGIBILITY TO RECEIVE BONUS

   o     Bonus plan participants will be eligible to receive their bonus if the
         company meets or exceeds its operating income (earnings before interest
         and taxes) goal for the performance period.

   o     Participants in performance counseling will not be eligible for a bonus
         payout for that season.

   o     Participants must be actively employed for a minimum of three months in
         the season for which the bonus is earned.

   o     Participants must be employed on the last day of the bonus performance
         period.

   o     Participants terminated for cause will not be eligible for bonus.

CALCULATION OF BONUS PAYMENT

To determine the amount of bonus to be paid to an individual, simply multiply
the individual's bonus percentage by the base salary earnings for the
performance period.

PERFORMANCE PERIOD

This plan pertains to the fiscal year ending December 30, 2000. For measurement
purposes the fiscal year will be divided into two seasonal performance periods:

   o     Spring-December 26,1999 to June 24, 2000

   o     Fall-June 25, 2000 to December 30, 2000

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ADDITIONAL BONUSES

The Compensation Committee and the President may also award additional bonuses
at their discretion. The criteria for eligibility, the calculation of the bonus
payment and the performance period(s) for such bonuses shall all be determined
at the time of the additional bonus award.

PAYMENTS

Bonus payments will be made as soon as possible after the close of the
performance period (i.e.season).


EXAMPLE

Assume:  Base annual salary of $50,000 and a bonus percentage of 10%

CASE 1:  The Company meets the financial plan for both seasons:

                                    BASE SALARY     BONUS %             BONUS
                                    -----------     -------            -------
                  Spring            $ 25,000          10%              $ 2,500
                  Fall              $ 25,000          10%              $ 2,500
                                    --------                           -------

                  Fiscal 2000       $ 50,000                           $ 5,000
                                    --------                           -------


CASE 2:  The Company meets the Spring financial plan but not the Fall financial
         plan:

                                    BASE SALARY     BONUS %             BONUS
                                    -----------     -------            -------
                  Spring            $ 25,000          10%              $ 2,500
                  Fall              $ 25,000          ---                  ---
                                    --------                           -------

                  Fiscal 2000       $ 50,000                           $ 2,500
                                    --------                           -------