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                                                                    Exhibit 10.4

                               J. CREW GROUP, INC.
                           2003 EQUITY INCENTIVE PLAN

1.       Purpose of the Plan

         The purpose of the J. Crew Group, Inc. 2003 Equity Incentive Plan (the
"Plan") is to promote the interests of the Company and its stockholders by
providing the Company's key employees and consultants with an appropriate
incentive to encourage them to continue in the employ of the Company and to
improve the growth and profitability of the Company.

2.       Definitions

         As used in this Plan, the following capitalized terms shall have the
following meanings:

         (a) "Affiliate" shall mean the Company and any of its direct or
indirect subsidiaries.

         (b) "Award" shall mean an Option or shares of Restricted Stock granted
to a Participant pursuant to the terms of the Plan and as evidenced by a Grant
Agreement.

         (c) "Board" shall mean the Board of Directors of the Company.

         (d) "Cause" shall mean, when used in connection with the termination of
a Participant's Employment, unless otherwise provided in the Participant's Grant
Agreement, the termination of the Participant's Employment by the Company or an
Affiliate on account of (i) the willful violation by the Participant of any
federal or state law or any rule of the Company or any Affiliate, (ii) a breach
by a Participant of the Participant's duty of loyalty to the Company and its
Affiliates in contemplation of the Participant's termination of Employment, such
as the Participant's pre-termination of Employment solicitation of customers or
employees of the Company or an Affiliate, (iii) the Participant's unauthorized
removal from the premises of the Company or Affiliate of any document (in any
medium or form) relating to the Company or an Affiliate or the customers of the
Company or an Affiliate, or (iv) any gross negligence in connection with the
performance of the Participant's duties as an Employee. Any rights the Company
or an Affiliate may have hereunder in respect of the events giving rise to Cause
shall be in addition to the rights the Company or Affiliate may have under any
other agreement with the Employee or at law or in equity. If, subsequent to a
Participant's termination of Employment, it is discovered that such
Participant's Employment could have been terminated for Cause, the Participant's
Employment shall, at the election of the Committee, in its sole discretion, be
deemed to have been terminated for Cause retroactively to the date the events
giving rise to Cause occurred.

         (e) "Change in Control" shall mean the occurrence of any of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company or JCC to any Person or group of related persons for
purposes of Section 13(d) of the Exchange Act (a "Group"), together with any
affiliates thereof other than to TPG Partnership II, L.P. or any of its
affiliates (hereinafter "TPG II") or Millard S. Drexler or any entity that is
directly or indirectly controlled by Millard S.

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Drexler (hereinafter "MD" and together with TPG II, "TPG Group"); (ii) the
approval by the holders of capital stock of the Company or JCC of any plan or
proposal for the liquidation or dissolution of the Company or JCC, as the case
may be; (iii) (A) any Person or Group (other than TPG Group) shall become the
beneficial owner (within the meaning of Section 13(d) of the Exchange Act),
directly or indirectly, of shares representing more than 40% of the aggregate
voting power of the issued and outstanding stock entitled to vote in the
election of directors, managers or trustees (the "Voting Stock") of the Company
or JCC and (B) TPG Group beneficially owns, directly or indirectly, in the
aggregate a lesser percentage of the Voting Stock of the Company than such other
Person or Group; (iv) the replacement of a majority of the Board of Directors of
the Company or JCC over a two-year period from the directors who constituted the
Board of Directors of the Company or JCC, as the case may be, at the beginning
of such period, and such replacement shall not have been approved either by TPG
Group or by a vote of at least a majority of the Board of Directors of the
Company or JCC, as the case may be, then still in office who either were members
of such Board of Directors at the beginning of such period or whose election as
a member of such Board of Directors was previously so approved or who were
nominated by, or designees of, TPG Group; (v) any Person or Group other than TPG
Group shall have acquired the power to elect a majority of the members of the
Board of Directors of the Company; or (vi) a merger or consolidation of the
Company with another entity in which holders of the Common Stock of the Company
immediately prior to the consummation of the transaction hold, directly or
indirectly, immediately following the consummation of the transaction, 50% or
less of the common equity interest in the surviving corporation in such
transaction.

         (f) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (g) "Commission" shall mean the U.S. Securities and Exchange
Commission.

         (h) "Committee" shall mean the Committee appointed by the Board
pursuant to Section 3 of the Plan.

         (i) "Common Stock" shall mean the common stock of the Company.

         (j) "Company" shall mean J. Crew Group, Inc.

         (k) "Disability" shall mean a permanent disability as defined in the
Company's or an Affiliate's disability plans, or as defined from time to time by
the Company, in its discretion, or as specified in the Participant's Grant
Agreement.

         (l) "EBITDA" shall mean, for any period, the consolidated earnings
(losses) of the Company and its affiliates before extraordinary items and the
cumulative effect of accounting changes, as determined by the Company in
accordance with U.S. generally accepted accounting principles, and before
interest (expense or income), taxes, depreciation, amortization, non-cash gains
and losses from sales of assets other than in the ordinary course of business,
Transaction Costs and Valuation Adjustments. For purposes of clarification, in
determining EBITDA, consolidated earnings shall be reduced (or, with respect to
losses, increased), but only once, by compensation expenses attributable to this
Plan and any other compensation plan, program or

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arrangement of the Company or any of its affiliates, to the extent such expenses
are recorded in accordance with U.S. generally accepted accounting principles.
In the event of the occurrence of any business combination transaction affecting
the earnings or indebtedness of the Company, including (without limitation) any
transaction accounted for as a pooling or as a recapitalization, the Committee
shall adjust EBITDA as the Committee shall in good faith consider necessary or
appropriate, including (without limitation) to reflect transaction-related costs
attributable to such accounting method ("Transaction Costs").

         (m) "Eligible Employee" shall mean (i) any Employee who is a key
executive of the Company or an Affiliate, or (ii) certain other Employees,
directors or consultants who, in the judgment of the Committee, should be
eligible to participate in the Plan due to the services they perform on behalf
of the Company or an Affiliate.

         (n) "Employment" shall mean employment with the Company or any
Affiliate and shall include the provision of services as a director or
consultant for the Company or any Affiliate. "Employee" and "Employed" shall
have correlative meanings.

         (o) "Exercise Date" shall have the meaning set forth in Section 5.10
herein.

         (p) "Exercise Notice" shall have the meaning set forth in Section 5.10
herein.

         (q) "Exercise Price" shall mean the price that the Participant must pay
under the Option for each share of Common Stock as determined by the Committee
for each Grant and specified in the Stock Option Grant Agreements.

         (r) "Fair Market Value" shall mean, as of any date:

         (1) prior to the existence of a Public Market for the Common Stock, the
quotient obtained by dividing (i) the excess of (x) the product of (A) 9 (as
such number may be changed as provided below, the "Multiple") and (B) EBITDA for
the twelve month period ending on the fiscal quarter-end immediately preceding
such date over (y) the sum of (I) the weighted arithmetic average indebtedness
(net of all cash and cash equivalents) during such period of the Company and its
consolidated direct and indirect wholly-owned subsidiaries and (II) for each
less than wholly-owned direct or indirect subsidiary of the Company the earnings
of which are either consolidated with those of the Company or accounted for on
an equity basis, the weighted arithmetic average indebtedness (net of all cash
and cash equivalents) during such period of such subsidiary multiplied by the
proportion of the total earnings (determined on the same basis as, and excluding
the same items as in the determination of, EBITDA) of such subsidiary included
in EBITDA (excluding earnings attributable to dividends received from such
subsidiary), by (ii) the total number of shares of Common Stock on the last day
of such period, determined on a fully diluted basis. For purposes of determining
the indebtedness of an entity, all preferred stock of the entity, other than
preferred stock convertible into Common Stock, shall be considered indebtedness
in the amount of the liquidation value thereof plus accumulated but unpaid
dividends thereon. Notwithstanding the foregoing provisions of this paragraph
(1), for the ten (10) day period immediately following the occurrence of a
Change in Control, Fair Market Value shall not be less than the price per share,
if any, paid to any member of the Initial Ownership

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Group or the public tender offer price paid in connection with such Change in
Control. The Committee shall review the Multiple then in effect following the
audit of the Company's financial statements each fiscal year, and shall make
such increases or decreases in the Multiple as shall be determined by the
Committee in good faith to reflect market conditions and Company performance.

         (2) on which a Public Market for the Common Stock exists, (i) the
average of the high and low sales prices on such day of a share of Common Stock
as reported on the principal securities exchange on which shares of Common Stock
are then listed or admitted to trading or (ii) if not so reported, the average
of the closing bid and ask prices on such day as reported on the National
Association of Securities Dealers Automated Quotation System or (iii) if not so
reported, as furnished by any member of the National Association of Securities
Dealers, Inc. selected by the Committee. The Fair Market Value of a share of
Common Stock as of any such date on which the applicable exchange or
inter-dealer quotation system through which trading in the Common Stock
regularly occurs is closed shall be the Fair Market Value determined pursuant to
the preceding sentence as of the immediately preceding date on which the Common
Stock is traded, a bid and ask price is reported or a trading price is reported
by any member of NASD selected by the Committee. In the event that the price of
a share of Common Stock shall not be so reported or furnished, the Fair Market
Value shall be determined by the Committee in good faith to reflect the fair
market value of a share of Common Stock.

         (s) "Good Reason" shall mean, unless otherwise provided in a
Participant's Grant Agreement, (i) a material diminution in a Participant's
duties and responsibilities other than a change in such Participant's duties and
responsibilities that directly results from a Change in Control, (ii) a decrease
in a Participant's base salary, bonus opportunity or benefits other than a
decrease in benefits that applies to all employees of the Company or its
Affiliates otherwise eligible to participate in the applicable benefit plan, or
(iii) a relocation following a Change in Control of a Participant's primary work
location more than 50 miles from the work location immediately prior to the
Change in Control, in each case without the Participant's written consent and
after the Participant has provided the Committee with written notice specifying
the circumstances that the Participant believes constitute Good Reason and the
Company fails to cure such circumstances within a reasonable period of time (not
to exceed 30 days) after receipt of such notice.

         (t) "Grant" shall mean a grant of (or to grant) an Option under the
Plan evidenced by a Stock Option Grant Agreement or a Grant of (or to grant)
Restricted Stock under the Plan evidenced by a Restricted Stock Grant Agreement,
provided, that in either case, such grant may or may not be made in exchange for
consideration paid in accordance with the terms of the relevant Stock Option
Grant Agreement or Restricted Stock Grant Agreement.

         (u) "Grant Agreement" shall mean, in the case of the Grant of an
Option, an Option Grant Agreement, and in the case of a Grant of Restricted
Stock, a Restricted Stock Grant Agreement.

         (v) "Grant Date" with respect to an Award, shall mean the date as of
which such Award is granted to a Participant and set forth in the Grant
Agreement evidencing such Award.

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         (w)  "JCC" shall mean J. Crew Operating Corp., a wholly owned
subsidiary of the Company.

         (x)  "Non-Qualified Stock Option" shall mean an Option that is not an
"incentive stock option" within the meaning of Section 422 of the Code.

         (y)  "Option" shall mean the option to purchase Common Stock granted to
any Participant under the Plan. Each Option granted hereunder shall be a
Non-Qualified Stock Option and shall be identified as such in the Stock Option
Grant Agreement by which it is evidenced.

         (z)  "Option Spread" shall mean, with respect to an Option, the excess,
if any, of the Fair Market Value of a share of Common Stock as of the applicable
Valuation Date over the Exercise Price.

         (aa) "Participant" shall mean an Eligible Employee to whom a Grant of
an Option and/or Restricted Stock under the Plan has been made, and, where
applicable, shall include Permitted Transferees.

         (bb) "Permitted Transferee" shall have the meaning set forth in Section
5.6.

         (cc) "Person" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

         (dd) A "Public Market" for the Common Stock shall be deemed to exist
for purposes of the Plan if the Common Stock is registered under Section 12(b)
or 12(g) of the Exchange Act and trading regularly occurs in such Common Stock
in, on or through the facilities of securities exchanges and/or inter-dealer
quotation systems in the United States (within the meaning of Rule 902(j) of the
Securities Act).

         (ee) "Restricted Stock" shall mean a share of Common Stock that is
granted to a Participant pursuant to Section 6 herein.

         (ff) "Restricted Stock Grant Agreement" shall mean an agreement entered
into by the Participant and the Company evidencing the Grant of Restricted Stock
pursuant to the Plan (a sample of which is attached hereto as Exhibit A).

         (gg) "Retirement" shall mean, when used in connection with the
termination of a Participant's Employment, a Participant who is at least age 60
and has been Employed for at least five years at the time of such termination.

         (hh) "Securities Act" shall mean the Securities Act of 1933, as
amended.

         (ii) "Stock Option Grant Agreement" shall mean an agreement entered
into by each Participant and the Company evidencing the Grant of each Option
pursuant to the Plan (a sample of which is attached hereto as Exhibit B).

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         (jj) "Stockholders' Agreement" shall mean the Stockholders' Agreement,
attached hereto as Exhibit C or such other stockholders' agreement as may be
entered into between the Company and any Participant.

         (kk) "Transfer" shall mean any transfer, sale, assignment, gift,
testamentary transfer, pledge, hypothecation or other disposition of any
interest. "Transferee" and "Transferor" shall have correlative meanings.

         (ll) "Valuation Adjustments" shall mean that amount of non-cash expense
charged against earnings for any period resulting from the application of
accounting for business combinations in accordance with Statement of Financial
Accounting Standards No. 141. These charges may include, but are not limited to,
amounts such as inventory revaluations, property, plant and equipment
revaluations, goodwill amortization and finance fee amortization.

         (mm) "Valuation Date" shall mean (i) prior to the existence of a Public
Market for the Common Stock, the last day of each fiscal quarter, (ii) on or
after the existence of a Public Market for the Common Stock, the trading date
immediately preceding the date of the relevant transaction, or (iii) in the
event of a Change in Control, the date of the consummation of such Change in
Control.

         (nn) "Vesting Date" shall mean, in the case of an Option, the date an
Option becomes exercisable pursuant to Section 5.4 herein, and, in the case of
Restricted Stock, the date a share of Restricted Stock vests pursuant to Section
6.3 herein.

         (oo) "Withholding Request" shall have the meaning set forth in Section
5.10 herein.

3.       Administration of the Plan

         The Committee shall be appointed by the Board and shall administer the
Plan. In the absence of a Committee, the Board shall administer the Plan and all
references herein to Committee shall include the Board. No member of the
Committee shall participate in any decision that specifically affects such
member's interest in the Plan.

         3.1  Powers of the Committee. In addition to the other powers granted
to the Committee under the Plan, the Committee shall have the power: (a) to
determine to which of the Eligible Employees Grants shall be made; (b) to
determine the time or times when Grants shall be made and to determine the type
of Award and the number of shares of Common Stock subject to each such Grant;
(c) to prescribe the form of any instrument evidencing a Grant; (d) to adopt,
amend and rescind such rules and regulations as, in its opinion, may be
advisable for the administration of the Plan; (e) to construe and interpret the
Plan, such rules and regulations and the instruments evidencing Grants; and (f)
to make all other determinations necessary or advisable for the administration
of the Plan.

         3.2  Determinations of the Committee. Any Grant, determination,
prescription or other act of the Committee shall be final and conclusively
binding upon all persons.

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         3.3 Indemnification of the Committee. No member of the Committee or the
Board shall be liable for any action or determination made in good faith with
respect to the Plan or any Grant. To the full extent permitted by law, the
Company shall indemnify and hold harmless each person made or threatened to be
made a party to any civil or criminal action or proceeding by reason of the fact
that such person, or such person's testator or intestate, is or was a member of
the Committee.

         3.4 Compliance with Applicable Law. Notwithstanding anything herein to
the contrary, the Company shall not be required to issue or deliver any
certificates evidencing shares of Common Stock pursuant to any Award, unless and
until the Committee has determined, with advice of counsel, that the issuance
and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of
any exchange on which the shares of Common Stock are listed or traded. In
addition to the terms and conditions provided herein, the Committee may require
that a Participant make such reasonable covenants, agreements and
representations as the Committee, in its sole discretion, deems advisable in
order to comply with any such laws, regulations or requirements.

         3.5 Inconsistent Terms. Except as specifically provided herein or in
any Participant's Grant Agreement, in the event of a conflict between the terms
of the Plan and the terms of any Grant Agreement, the terms of the Plan shall
govern.

4.       Shares Subject to the Plan

         Subject to the adjustments provided in Section 7 herein, the maximum
number of shares of Common Stock available for Awards under the Plan shall be
4,798,160 shares. To the extent that any Option or Restricted Stock granted
under the Plan is forfeited, terminates, expires or is canceled without having
been exercised, the shares of Common Stock covered by such Option or Restricted
Stock shall again be available for Grant under the Plan.

         Unless the Board determines otherwise, of the maximum number of shares
of Common Stock:

         (a) 1,115,812 shares of Common Stock shall be reserved for the issuance
of Options with an Exercise Price of $6.82, provided that if the Fair Market
Value of a share of Common Stock is greater than $6.82, such Exercise Price may
be greater than $6.82;

         (b) 1,115,812 shares of Common Stock shall be reserved for the issuance
of Options with an Exercise Price of $25.00, provided that if the Fair Market
Value of a share of Common Stock is greater than $25.00, such Exercise Price may
be greater than $25.00;

         (c) 1,115,812 shares of Common Stock shall be reserved for the issuance
of Options with an Exercise Price of $35.00, provided that if the Fair Market
Value of a share of Common Stock is greater than $35.00, such Exercise Price may
be greater than $35.00; and

         (d) 1,450,724 shares of Common Stock shall be reserved for the issuance
of shares of Restricted Stock.

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5.       Options

         5.1 Identification of Options. The Options granted under the Plan shall
be clearly identified in the Stock Option Grant Agreement as Non-Qualified Stock
Options.

         5.2 Exercise Price. The Exercise Price of any Option granted under the
Plan shall be such price as the Committee shall determine (which may be equal
to, less than or greater than the Fair Market Value of a share of Common Stock
on the Grant Date for such Options) and which shall be specified in the Stock
Option Grant Agreement; provided that such price may not be less than the
minimum price required by law or provided in Section 4 herein.

         5.3 Grant Date. The Grant Date of the Options shall be the date
designated by the Committee and specified in the Stock Option Grant Agreement as
the date the Option is granted.

         5.4 Vesting Date of Options. Each Stock Option Grant Agreement shall
indicate the date or conditions under which such Option shall become
exercisable; provided, however, that, unless otherwise provided in a
Participant's Stock Option Grant Agreement, if during the one-year period after
a Change in Control the Participant's Employment is terminated by the Company or
its Affiliate without Cause or by the Participant for Good Reason, all
outstanding Options held by such Participant shall become immediately
exercisable as of the effective date of the termination of such Participant's
Employment.

         5.5 Expiration of Options. With respect to each Participant, such
Participant's Option(s), or portion thereof, which have not become exercisable
shall expire on the date such Participant's Employment is terminated for any
reason. With respect to each Participant, each Participant's Option(s), or any
portion thereof, which have become exercisable shall expire on the earlier of
(i) the commencement of business on the date the Participant's Employment is
terminated for Cause; (ii) 90 days after the date the Participant's Employment
is terminated for any reason other than Cause, Retirement, death or Disability;
(iii) one year after the date the Participant's Employment is terminated by
reason of death, Retirement or Disability; or (iv) the 10th anniversary of the
Grant Date for such Option(s). Notwithstanding the foregoing, the Committee may
specify in the Stock Option Grant Agreement a different expiration date or
period for any Option granted hereunder, and such expiration date or period
shall supersede the foregoing expiration period.

         5.6 Limitation on Transfer. During the lifetime of a Participant, each
Option shall be exercisable only by such Participant unless the Participant
obtains written consent from the Company to Transfer such Option to a specified
Transferee (a "Permitted Transferee") or the Participant's Stock Option Grant
Agreement provides otherwise.

         5.7 Condition Precedent to Transfer of Any Option. It shall be a
condition precedent to any Transfer of any Option by any Participant that the
Transferee, if not already a Participant in the Plan, shall agree prior to the
Transfer in writing with the Company to be bound by the terms of the Plan and
the Stock Option Grant Agreement as if he had been an original signatory
thereto.

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         5.8  Effect of Void Transfers. In the event of any purported Transfer
of any Options in violation of the provisions of the Plan, such purported
Transfer shall, to the extent permitted by applicable law, be void and of no
effect.

         5.9  Exercise of Options. A Participant may exercise any or all of his
vested Options by serving an Exercise Notice on the Company as provided in
Section 5.10 herein.

         5.10 Method of Exercise. The Option shall be exercised by delivery of
written notice to the Company's principal office (the "Exercise Notice"), to the
attention of its Secretary, no less than five business days in advance of the
effective date of the proposed exercise (the "Exercise Date"). Such notice shall
(a) specify the number of shares of Common Stock with respect to which the
Option is being exercised, the Grant Date of such Option and the Exercise Date,
(b) be signed by the Participant, and (c) prior to the existence of a Public
Market for the Common Stock, indicate in writing that the Participant agrees to
be bound by the Stockholders' Agreement, and (d) if the Option is being
exercised by the Participant's Permitted Transferee(s), such Permitted
Transferee(s) shall indicate in writing that they agree to and shall be bound by
the Plan and Stock Option Grant Agreement as if they had been original
signatories thereto. The Exercise Notice shall include (i) payment in cash for
an amount equal to the Exercise Price multiplied by the number of shares of
Common Stock specified in such Exercise Notice, (ii) a certificate representing
the number of shares of Common Stock with a Fair Market Value equal to the
Exercise Price (provided the Participant has owned such shares at least six
months prior to the Exercise Date) multiplied by the number of shares of Common
Stock specified in such Exercise Notice, or (iii) a combination of (i) and (ii)
or any method otherwise approved by the Committee. In addition, the Exercise
Notice shall include payment either in cash or previously-owned shares of Common
Stock in an amount equal to the applicable withholding taxes based on the Option
Spread for each share of Common Stock specified in the Exercise Notice as of the
most recent Valuation Date unless the Participant requests, in writing, that the
Company withhold a portion of the shares that are to be distributed to the
Participant to satisfy the minimum applicable federal, state and local
withholding taxes incurred in connection with the exercise of the Option (the
"Withholding Request"). The Committee, in its sole discretion, will either grant
or deny the Withholding Request and shall notify the Participant of its
determination prior to the Exercise Date. If the Withholding Request is denied,
the Participant shall pay an amount equal to the applicable withholding taxes
based on the Option Spread for each share of Common Stock specified in the
Exercise Notice as of the most recent Valuation Date on or before such Exercise
Date. The partial exercise of the Option, alone, shall not cause the expiration,
termination or cancellation of the remaining Options.

         5.11 Certificates of Shares. Upon the exercise of the Options in
accordance with Section 5.10 and, prior to the existence of a Public Market for
the Common Stock, execution of the Stockholders' Agreement, certificates of
shares of Common Stock shall be issued in the name of the Participant and
delivered to such Participant as soon as practicable following the Exercise
Date. Each certificate shall contain such legends as the Committee deems
appropriate. Prior to the existence of a Public Market, no shares of Common
Stock shall be issued to any Participant until such Participant agrees to be
bound by and executes the Stockholders' Agreement. In addition, prior to the
existence of a Public Market for the Common Stock, the

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Committee may require that the certificate evidencing any shares of Common Stock
be held in custody by the Company.

         5.12 Termination of the Options. The Committee may, at any time, in its
absolute discretion, without amendment to the Plan or any relevant Stock Option
Grant Agreement, terminate the Options then outstanding, whether or not
exercisable, provided, however, that the Company, in full consideration of such
termination, shall pay (a) with respect to any Option, or portion thereof, then
outstanding, an amount equal to the Option Spread determined as of the Valuation
Date coincident with or next succeeding the date of termination. Such payment
shall be made as soon as practicable after the payment amounts are determined,
provided, however, that the Company shall have the option to make payments to
the Participants by issuing a note to the Participant bearing a reasonable rate
of interest as determined by the Committee in its absolute discretion.

6.       Restricted Stock

         6.1  Grant of Restricted Stock. The Committee may, in its sole
discretion, Grant Awards of Restricted Stock to Eligible Employees at such
times, in such amounts and subject to such terms and conditions as the Committee
may determine, but not inconsistent with the Plan. The Committee shall send
written notice to each Eligible Employee selected to receive an Award of
Restricted Stock, which shall include a Restricted Stock Grant Agreement. In
order to accept the Award of Restricted Stock, such Eligible Employee must
execute the Restricted Stock Grant Agreement and, prior to the existence of a
Public Market for the Common Stock, such Eligible Employee must also execute the
Stockholders' Agreement.

         6.2  Grant Date. The Grant Date of a share of Restricted Stock shall be
the date designated by the Committee and specified in the Restricted Stock Grant
Agreement as the date the share of Restricted Stock is granted.

         6.3  Vesting Date of Restricted Stock. Each Restricted Stock Grant
Agreement shall indicate the date or dates under which such the shares of
Restricted Stock shall become vested; provided, however, that, unless otherwise
provided in a Participant's Restricted Stock Grant Agreement, if during the
one-year period after a Change in Control the Participant's Employment is
terminated by the Company or its Affiliate without Cause or by the Participant
for Good Reason, all unvested shares of Restricted Stock held by such
Participant shall become immediately vested as of the effective date of the
termination of such Participant's Employment.

         6.4  Limitation of Transfer of Restricted Stock. Prior to the existence
of a Public Market for Common Shares, each share of Restricted Stock shall not
be Transferred unless the Participant obtains written consent from the Company
to Transfer such share of Restricted Stock to a specified Permitted Transferee
or the Participant's Restricted Stock Grant Agreement provides otherwise. It
shall be a condition precedent to any Transfer of any share of Restricted Stock
by any Participant that the Transferee, if not already a Participant in the
Plan, shall agree prior to the Transfer in writing with the Company to be bound
by the terms of the Plan and the Restricted Stock Grant Agreement as if he had
been an original signatory thereto. In the event of

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any purported Transfer of any share of Restricted Stock in violation of the
provisions of the Plan, such purported Transfer shall, to the extent permitted
by applicable law, be void and of no effect.

         6.5 Issuance of Certificates. Reasonably promptly after the receipt by
the Company of the Restricted Stock Grant Agreement and Stockholders' Agreement
executed by the Participant with respect to the shares of Restricted Stock
granted by the Restricted Stock Grant Agreement, the Company shall cause to be
issued stock certificates, registered in the name of the Participant, evidencing
the shares of Common Stock granted by the Restricted Stock Grant Agreement. Each
certificate shall contain such legends as the Committee deems appropriate. Prior
to the existence of a Public Market for the Common Stock, the Committee may
require that the certificate evidencing any shares of Common Stock be held in
custody by the Company, and that, as a condition of any Award, the Committee may
require that the Participant deliver to the Company a stock power, endorsed in
blank, relating to the share of Restricted Stock covered by such Award.

         6.6 Termination of Restricted Stock. The Committee may, at any time, in
its sole discretion, terminate any Award of shares of Restricted Stock then
outstanding, whether vested or not, provided, however, that the Company, in full
consideration of such termination shall pay with respect to each share of Common
Stock, whether or not vested on the date of such termination, an amount equal to
the Fair Market Value of a share of Common Stock, determined as of the Valuation
Date coincident with or next succeeding the date of termination. Such payment
shall be made as soon as practicable after the payment amounts are determined.

         6.7 Expiration of Restricted Stock. Subject to Section 6.3 above, with
respect to each Participant, such Participant's shares of Restricted Stock which
have not become vested on the date such Participant's Employment is terminated
for any reason shall be immediately forfeited unless otherwise specified in the
Restricted Stock Grant Agreement.

         6.8 Other Restrictions. At the time of an Award, the Committee may
impose such additional restrictions on the Restricted Stock awarded as it, in
its sole discretion, deems appropriate.

         6.9 Rights as Shareholders.

             (a) Dividends. Unless otherwise provided in the Restricted Stock
Grant Agreement, ordinary and routine dividends paid in cash with respect to
shares of Restricted Stock that are outstanding as of the relevant record date
for such dividends shall be distributed to the Participant at such time and in
the manner paid to holders of shares of Common Stock. Stock dividends issued
with respect to shares of Restricted Stock covered by the Award shall be treated
as additional shares under the Award and shall be subject to the same
restrictions and terms and conditions that apply to the shares of Restricted
Stock with respect to which such dividends are issued.

             (b) Voting. To the extent that the holders of shares of Common
Stock are entitled to vote, the Participant shall be entitled to vote his shares
of Common Stock, or in the

                                       11

<PAGE>

case of Restricted Stock held in custody by the Company, direct the Company as
to the manner as to which the shares of Common Stock underlying the Award shall
be voted.

7.       Adjustment Upon Changes in Company Stock.

         7.1 Increase or Decrease in Issued Shares Without Consideration.
Subject to any required action by the stockholders of the Company, in the event
of any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares of Common Stock or the
payment of a stock dividend (but only on the shares of Common Stock), or any
other increase or decrease in the number of such shares effected without receipt
of consideration by the Company, the Committee shall, make such adjustments with
respect to the number of shares of Common Stock subject to the Awards, or in the
case of Options, the exercise price per share of Common Stock of each such
Option, as the Committee may consider appropriate to prevent the enlargement or
dilution of rights.

         7.2 Certain Mergers. Subject to any required action by the stockholders
of the Company, in the event that the Company shall be the surviving corporation
in any merger or consolidation (except a merger or consolidation as a result of
which the holders of shares of Common Stock receive securities of another
corporation), the Awards outstanding on the date of such merger or consolidation
shall pertain to and apply to the securities which a holder of the number of
shares of Common Stock subject to any such Award would have received in such
merger or consolidation (it being understood that if, in connection with such
transaction, the stockholders of the Company retain their shares of Common Stock
and are not entitled to any additional or other consideration, the Awards shall
not be affected by such transaction).

         7.3 Certain Other Transactions. In the event of (i) a dissolution or
liquidation of the Company, (ii) a sale of all or substantially all of the
Company's assets, (iii) a merger or consolidation involving the Company in which
the Company is not the surviving corporation or (iv) a merger or consolidation
involving the Company in which the Company is the surviving corporation but the
holders of shares of Common Stock receive securities of another corporation
and/or other property, including cash, the Committee shall, in its absolute
discretion, have the power to:

             (a) provide for the exchange of any Award outstanding immediately
prior to such event (whether or not then exercisable or vested) for an award
with respect to, as appropriate, some or all of the property for which the stock
underlying such Award is exchanged and, incident thereto, make an equitable
adjustment, as determined by the Committee, in the Exercise Price of the
Options, if applicable, or the number of shares or amount of property subject to
the Award or, if appropriate, provide a cash payment to the Participants in
partial consideration for the exchange of Awards as the Committee may consider
appropriate to prevent dilution or enlargement of rights;

             (b) cancel, effective immediately prior to the occurrence of such
event, any Award outstanding immediately prior to such event (whether or not
then exercisable or vested), and in full consideration of such cancellation, pay
to the Participant to whom such Award was granted an amount in cash, for each
share of Common Stock subject to such Award, equal to (A)

                                       12

<PAGE>

with respect to an Option, the excess of (x) the value, as determined by the
Committee in its sole discretion, of securities and property (including cash)
received by the holders of shares of Common Stock as a result of such event over
(y) the Exercise Price of such Option or (B) with respect to Restricted Stock ,
the value, as determined by the Committee in its sole discretion, of securities
and property (including cash) received by the holders of the shares of Common
Stock as a result of such event; or

             (c) provide for any combination of (a) or (b).

         7.4 Other Changes. In the event of any change in the capitalization of
the Company or a corporate change other than those specifically referred to in
Sections 7.1, 7.2 or 7.3 hereof, the Committee may make such adjustments in the
number and class of shares subject to the Awards outstanding on the date on
which such change occurs and, in the case of Options, in the per-share Exercise
Price of each such Option, as the Committee may consider appropriate to prevent
dilution or enlargement of rights.

         7.5 Consideration Received on Unvested Restricted Stock.
Notwithstanding the foregoing and unless otherwise determined by the Committee
or provided in a Restricted Stock Grant Agreement, in respect of any unvested
shares of Restricted Stock underlying an Award, in the event of a Change in
Control in connection with which the holders of shares of Common Stock receive
cash or any other property as consideration, the Company shall hold such
consideration paid (cash or otherwise) in respect of such shares in escrow and
such consideration shall be subject to the same restrictions and terms and
conditions, including vesting schedule, that applied to the shares of Restricted
Stock with respect to which such consideration was paid and except with respect
to cash consideration, the terms and conditions of the Plan and Restricted Stock
Grant Agreement shall apply to such consideration in the same manner as it
applies to the Restricted Stock. With respect to any cash consideration, within
a reasonable time following any applicable Vesting Date, the Company shall
release to the Participant that portion of the cash consideration paid in
respect of his shares of Restricted Stock, provided, that the Participant is
continuously Employed by the Company or any of its Affiliates through such
Vesting Date.

         7.6 No Other Rights. Except as expressly provided in the Plan or the
Grant Agreements evidencing the Awards, the Participants shall not have any
rights by reason of any subdivision or consolidation of shares of Common Stock
or shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of Common Stock or shares of stock of any class
or any dissolution, liquidation, merger or consolidation of the Company or any
other corporation. Except as expressly provided in the Plan or the Grant
Agreements evidencing the Awards, no issuance by the Company of shares of Common
Stock or shares of stock of any class, or securities convertible into shares of
Common Stock or shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number of shares of Common
Stock subject to the Awards or, in the case of Options, the Exercise Price of
such Options.

                                       13

<PAGE>

8.       Amendment of the Plan or Awards

         The Committee may, in its absolute discretion, amend the Plan or terms
of any Award, provided, however, that any such amendment shall not impair or
adversely affect the Participants' rights under the Plan or such Award without
such Participant's written consent.

9.       Miscellaneous

         9.1 Rights as Stockholders. The Participants shall not have any rights
as stockholders with respect to any shares of Common Stock covered by or
relating to the Awards granted pursuant to the Plan until the date the
Participants become the registered owners of such shares. Except as otherwise
expressly provided herein, no adjustment to the Awards shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

         9.2 No Special Employment Rights. Nothing contained in the Plan shall
confer upon the Participants any right with respect to the continuation of their
Employment or interfere in any way with the right of the Company or an
Affiliate, subject to the terms of any separate Employment agreements to the
contrary, at any time to terminate such Employment or to increase or decrease
the compensation of the Participants from the rate in existence at the time of
the Grant of any Award.

         9.3 No Obligation to Exercise. The Grant to the Participants of the
Options shall impose no obligation upon the Participants to exercise such
Options.

         9.4 Restrictions on Common Stock. Prior to the existence of a Public
Market for the Common Stock, the rights and obligations of the Participants with
respect to Common Stock obtained through the Grant of Restricted Stock or upon
the exercise of any Option provided in the Plan shall be governed by the terms
and conditions of the Stockholders' Agreement.

         9.5 Withholding Taxes. Whenever shares of Restricted Stock are to be
issued hereunder or shares of Common Stock are to be issued upon the exercise of
an Option, the Company shall have the right to require the Participant to remit
to the Company in cash an amount sufficient to satisfy federal, state and local
withholding tax requirements, if any, attributable to such issuance prior to the
delivery of any certificate or certificates for such shares.

         9.5 Notices. All notices and other communications hereunder shall be in
writing and shall be given and shall be deemed to have been duly given if
delivered in person, by cable, telegram, telex or facsimile transmission, to the
parties as follows:

         If to the Participant:

         To the address shown on the Grant Agreement.

         If to the Company:

                                       14

<PAGE>

         J. Crew Group Inc.
         770 Broadway, 12th Floor
         New York, NY 10003
         Attention:  General Counsel

         or to such other address as any party may have furnished to the other
in writing in accordance herewith, except that notices of change of address
shall only be effective upon receipt.

         9.6 Descriptive Headings. The headings in the Plan are for convenience
of reference only and shall not limit or otherwise affect the meaning of the
terms contained herein.

         9.7 Severability. In the event that any one or more of the provisions,
subdivisions, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, subdivision, word, clause, phrase or
sentence in every other respect and of the remaining provisions, subdivisions,
words, clauses, phrases or sentences hereof shall not in any way be impaired, it
being intended that all rights, powers and privileges of the Company and
Participants shall be enforceable to the fullest extent permitted by law.

         9.8 Governing Law. The Plan shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without regard to
the provisions governing conflict of laws.

                                       15

<PAGE>

         EXHIBIT A

                        RESTRICTED STOCK GRANT AGREEMENT

         THIS AGREEMENT, made as of this [___] day of [_____], 200[__] between
J.CREW GROUP INC. (the "Company") and [___________] (the "Participant").

         WHEREAS, the Company has adopted and maintains the J. Crew Group, Inc.
2003 Equity Incentive Plan (the "Plan") to promote the interests of the Company
and its stockholders by providing the Company's key employees and others with an
appropriate incentive to encourage them to continue in the employ of the Company
and to improve the growth and profitability of the Company;

         WHEREAS, the Plan provides for the Grant to Participants in the Plan of
restricted shares of Common Stock of the Company.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:

         1. Investment. The Participant represents that the shares of Restricted
Stock (as defined herein) are being acquired for investment and not with a view
toward the distribution thereof.

         2. Grant of Restricted Stock. Pursuant to, and subject to, the terms
and conditions set forth herein and in the Plan, the Company hereby Grants to
the Participant an Award of [______] shares of Common Stock of the Company
(collectively, the "Restricted Stock").

         3. Grant Date. The Grant Date of the Restricted Stock hereby granted is
[________].

         4. Incorporation of Plan. All terms, conditions and restrictions of the
Plan are incorporated herein and made part hereof as if stated herein. If there
is any conflict between the terms and conditions of the Plan and this Agreement,
the terms and conditions of this Agreement, as interpreted by the Committee,
shall govern. All capitalized terms used herein shall have the meanings given to
such terms in the Plan.

         5. Vesting Date. The Restricted Stock shall become vested as follows:
[vesting schedule]. Notwithstanding the foregoing, if within the one-year period
after a Change in Control the Participant's Employment is terminated by the
Company or its Affiliate without Cause or by the Participant for Good Reason,
all shares of Restricted Stock underlying this Award shall become immediately
vested as of the effective date of the termination of such Participant's
Employment.

         6. Forfeiture. Subject to the provisions of the Plan, with respect to
the shares of Restricted Stock which have not become vested on the date the
Participant's Employment is terminated for any reason, the Award of Restricted
Stock shall expire and such unvested shares of Restricted Stock shall
immediately be forfeited on such date.

                                       A-1

<PAGE>

         7.  Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party hereto upon any breach or default of any
party under this Agreement, shall impair any such right, power or remedy of such
party nor shall it be construed to be a waiver of any such breach or default, or
an acquiescence therein, or of or in any similar breach or default thereafter
occurring nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party or any provisions or conditions of this Agreement, shall be in
writing and shall be effective only to the extent specifically set forth in such
writing.

         8.  Limitation on Transfer. All shares of Restricted Stock granted
hereunder shall be subject to the terms and conditions of the Stockholders'
Agreement, dated as of __________, 200__, between the Company, the Participant
and TPG Partners II, L.P. (the "Stockholders' Agreement"). Prior to the
existence of a Public Market for Common Shares, each share of Restricted Stock
shall not be Transferred unless the Participant obtains written consent from the
Company to Transfer such share of Restricted Stock to a specified Permitted
Transferee or the Participant's Restricted Stock Grant Agreement provides
otherwise. It shall be a condition precedent to any Transfer of any share of
Restricted Stock by the Participant that the Transferee, if not already a
Participant in the Plan, shall agree prior to the Transfer in writing with the
Company to be bound by the terms of the Plan and this Agreement as if he had
been an original signatory thereto. In the event of any purported Transfer of
any share of Restricted Stock in violation of the provisions of the Plan and
this Agreement, such purported Transfer shall, to the extent permitted by
applicable law, be void and of no effect.

         9.  Integration. This Agreement, the Plan and the Stockholders'
Agreement contain the entire understanding of the parties with respect to its
subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to the
subject matter hereof other than those expressly set forth herein, the Plan and
the Stockholders' Agreement. This Agreement, the Plan and the Stockholders'
Agreement supersede all prior agreements and understandings between the parties
with respect to its subject matter.

         10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

         11. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of NEW YORK, without
regard to the provisions governing conflict of laws.

         12. Participant Acknowledgment. The Participant hereby acknowledges
receipt of a copy of the Plan. The Participant hereby acknowledges that all
decisions, determinations and interpretations of the Committee in respect of the
Plan, this Agreement and this Award of Restricted Stock shall be final and
conclusive.

                                       A-2

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its duly authorized officer and said Participant has hereunto signed
this Agreement on the Participant's own behalf, thereby representing that the
Participant has carefully read and understands this Agreement and the Plan as of
the day and year first written above.

                                                     J.CREW GROUP INC.



                                                     ___________________________
                                                     By:      [____________]
                                                     Title:   [____________]



                                                     ___________________________
                                                     [Insert Participant's Name]

                                       A-3

<PAGE>

         EXHIBIT B

                          STOCK OPTION GRANT AGREEMENT

         THIS AGREEMENT, made as of this [___] day of [_____], 200[__] between
J.CREW GROUP INC. (the "Company") and [___________] (the "Participant").

         WHEREAS, the Company has adopted and maintains the J. Crew Group, Inc.
2003 Equity Incentive Plan (the "Plan") to promote the interests of the Company
and its stockholders by providing the Company's key employees and others with an
appropriate incentive to encourage them to continue in the employ of the Company
and to improve the growth and profitability of the Company;

         WHEREAS, the Plan provides for the Grant to Participants in the Plan of
Non-Qualified Stock Options to purchase shares of Common Stock of the Company.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:

         1. Grant of Options. Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Company hereby Grants to the
Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to
[________] shares of Common Stock of the Company.

         2. Grant Date. The Grant Date of the Option hereby granted is
[________].

         3. Incorporation of Plan. All terms, conditions and restrictions of the
Plan are incorporated herein and made part hereof as if stated herein. If there
is any conflict between the terms and conditions of the Plan and this Agreement,
the terms and conditions of this Agreement, as interpreted by the Committee,
shall govern. All capitalized terms used herein shall have the meanings given to
such terms in the Plan.

         4. Exercise Price. The exercise price of each share underlying the
Option hereby granted is [____________].

         5. Vesting Date. The Option shall become exercisable as follows:
[vesting schedule]. Notwithstanding the foregoing, if within the one-year period
after a Change in Control the Participant's Employment is terminated by the
Company or its Affiliate without Cause or by the Participant for Good Reason,
all outstanding Options held by such Participant shall become immediately
exercisable as of the effective date of the termination of such Participant's
Employment.

         6. Expiration Date. Subject to the provisions of the Plan, with respect
to the Option or any portion thereof which has not become exercisable, the
Option shall expire on the date the Participant's Employment is terminated for
any reason, and with respect to any Option or any portion thereof which has
become exercisable, the Option shall expire on the earlier of (i) 90

                                       B-1

<PAGE>

days after the Participant's termination of Employment other than for Cause,
Retirement, death, or Disability; (ii) one year after termination of the
Participant's Employment by reason of death, Retirement or Disability; (iii) the
commencement of business on the date the Participant's Employment is, or is
deemed to have been, terminated for Cause; or (iv) the tenth anniversary of the
Grant Date.

         7.  Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party hereto upon any breach or default of any
party under this Agreement, shall impair any such right, power or remedy of such
party nor shall it be construed to be a waiver of any such breach or default, or
an acquiescence therein, or of or in any similar breach or default thereafter
occurring nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any party or any provisions or conditions of this Agreement, shall be in
writing and shall be effective only to the extent specifically set forth in such
writing.

         8.  Limitation on Transfer. During the lifetime of the Participant, the
Option shall be exercisable only by the Participant. The Option shall not be
assignable or transferable otherwise than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, the Participant may request
authorization from the Committee to assign the Participant's rights with respect
to the Option granted herein to a trust or custodianship, the beneficiaries of
which may include only the Participant, the Participant's spouse or the
Participant's lineal descendants (by blood or adoption), and, if the Committee
Grants such authorization, the Participant may assign the Participant's rights
accordingly. In the event of any such assignment, such trust or custodianship
shall be subject to all the restrictions, obligations, and responsibilities as
apply to the Participant under the Plan and this Stock Option Grant Agreement
and shall be entitled to all the rights of the Participant under the Plan. All
shares of Common Stock obtained pursuant to the Option granted herein shall not
be transferred except as provided in the Plan and, where applicable, the
Stockholders' Agreement.

         9.  Integration. This Agreement, the Plan and the Stockholders'
Agreement contain the entire understanding of the parties with respect to its
subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to the
subject matter hereof other than those expressly set forth herein, the Plan and
the Stockholders' Agreement. This Agreement, the Plan and the Stockholders'
Agreement supersede all prior agreements and understandings between the parties
with respect to its subject matter.

         10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

                                       B-2

<PAGE>

         11. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of NEW YORK, without
regard to the provisions governing conflict of laws.

         12. Participant Acknowledgment. The Participant hereby acknowledges
receipt of a copy of the Plan. The Participant hereby acknowledges that all
decisions, determinations and interpretations of the Committee in respect of the
Plan, this Agreement and the Option shall be final and conclusive.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its duly authorized officer and said Participant has hereunto signed
this Agreement on the Participant's own behalf, thereby representing that the
Participant has carefully read and understands this Agreement and the Plan as of
the day and year first written above.

                                                     J.CREW GROUP INC.



                                                     ___________________________
                                                     By:      [____________]
                                                     Title:   [____________]



                                                     ___________________________
                                                     [Insert Participant's Name]

                                       B-3

<PAGE>

EXHIBIT C

                             STOCKHOLDERS' AGREEMENT

         STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of ________,
200__, between J. Crew Group, Inc. (the "Company"), TPG Partners II, L.P.
("TPG") and ___________________ (the "Stockholder").

         WHEREAS, the Stockholder is an employee of the Company and in such
capacity was granted [an option (the "Option") to purchase shares] [an Award of
restricted shares] of common stock of the Company, $.01 par value per share
("Common Stock"), pursuant to the Company's 2003 Equity Incentive Plan (the
"2003 Plan");

         WHEREAS, as a condition to the issuance of [shares of Common Stock
pursuant to the exercise of an Option] [restricted shares of Common Stock], the
Stockholder is required under the 2003 Plan to execute this Agreement;

         [WHEREAS, the Stockholder desires to exercise the Option to purchase
__________ shares of Common Stock]; and

         WHEREAS, the Stockholder and the Company desire to enter this Agreement
and to have this Agreement apply to the shares to be acquired pursuant to the
2003 Plan and to any shares of Common Stock acquired after the date hereof by
the Stockholder from whatever source, subject to any future agreement between
the Company and the Stockholder to the contrary (in the aggregate, the
"Shares").

         NOW THEREFORE, in consideration of the premises hereinafter set forth,
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows.

         1. Investment. The Stockholder represents that the Shares are being
acquired for investment and not with a view toward the distribution thereof.

         2. Issuance of Shares. The Stockholder acknowledges and agrees that the
certificate for the Shares shall bear the following legends (except that the
second paragraph of this legend shall not be required after the Shares have been
registered and except that the first paragraph of this legend shall not be
required after the termination of this Agreement):

     The shares represented by this certificate are subject to the terms and
     conditions of a Stockholders' Agreement dated as of ______________, 200_
     and may not be sold, transferred, hypothecated, assigned or encumbered,
     except as may be permitted by the aforesaid Agreement. A copy of the
     Stockholders' Agreement may be obtained from the Secretary of the Company.

     The shares represented by this certificate have not been registered under
     the Securities Act of 1933. The shares have been acquired for investment
     and may not be sold, transferred, pledged or hypothecated in the absence of
     an effective

                                       C-1

<PAGE>

     registration statement for the shares under the Securities Act of 1933 or
     an opinion of counsel for the Company that registration is not required
     under said Act.

         Upon the termination of this Agreement, or upon registration of the
Shares under the Securities Act of 1933 (the "Securities Act"), the Stockholder
shall have the right to exchange any Shares containing the above legend (i) in
the case of the registration of the Shares, for Shares legended only with the
first paragraph described above and (ii) in the case of the termination of this
Agreement, for Shares legended only with the second paragraph described above.

         3.  Transfer of Shares; Call Rights.

         (a) The Stockholder agrees that he will not cause or permit the Shares
or his interest in the Shares to be sold, transferred, hypothecated, assigned or
encumbered except as expressly permitted by this Section 3; provided, however,
that the Shares or any such interest may be transferred (i) on the Stockholder's
death by bequest or inheritance to the Stockholder's executors, administrators,
testamentary trustees, legatees or beneficiaries, (ii) to a trust or
custodianship the beneficiaries of which may include only the Stockholder, the
Stockholder's spouse, or the Stockholder's lineal descendants (by blood or
adoption) and (iii) in accordance with Section 4 of this Agreement, subject in
any such case to the agreement by each transferee (other than the Company) in
writing to be bound by the terms of this Agreement and provided in any such case
that no such transfer that would cause the Company to be required to register
the Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), shall be permitted.

         (b) The Company (or its designated assignee) shall have the right
commencing on the later of (x) the termination of the Stockholder's employment
with the Company for any reason and (y) one-hundred-eighty-one (181) days
following the date of the acquisition by the Stockholder of any Shares, to
purchase from the Stockholder, and upon the exercise of such right the
Stockholder shall sell to the Company (or its designated assignee), all or any
portion of the Shares held by the Stockholder as of the date as of which such
right, is exercised at a per Share price equal to the Fair Market Value (as
defined in the 2003 Plan) of a share of Common Stock determined as of the date
as of which such right is exercised. The Company (or its designated assignee)
shall exercise such right by delivering to the Stockholder a written notice
specifying its intent to purchase Shares held by the Stockholder, the date as of
which such right is to be exercised and the number of Shares to be purchased.
Such purchase and sale shall occur on such date as the Company (or its
designated assignee) shall specify which date shall not be later than ninety
(90) days after the fiscal quarter-end immediately following the date as of
which the Company's right is exercised.

                                       C-2

<PAGE>

         4. Certain Rights.

            (a)  Drag Along Rights. If TPG desires to sell all or substantially
all of its shares of Common Stock to a good faith independent purchaser (a
"Purchaser") (other than any other investment partnership, limited liability
company or other entity established for investment purposes and controlled by
the principals of TPG or any of its affiliates and other than any employees of
TPG or any of its affiliates, hereinafter referred to as a "Permitted
Transferee") and said Purchaser desires to acquire all or substantially all of
the issued and outstanding shares of Common Stock (or all or substantially all
of the assets of the Company) upon such terms and conditions as agreed to with
TPG, the Stockholder agrees to sell all of his Shares to said Purchaser (or to
vote all of his Shares in favor of any merger or other transaction which would
effect a sale of such shares of Common Stock or assets of the Company) at the
same price per share of Common Stock and pursuant to the same terms and
conditions with respect to payment for the shares of Common Stock as agreed to
by TPG. In such case, TPG shall give written notice of such sale to the
Stockholder at least 30 days prior to the consummation of such sale, setting
forth (i) the consideration to be received by the holders of shares of Common
Stock, (ii) the identity of the Purchaser, (iii) any other material items and
conditions of the proposed transfer and (iv) the date of the proposed transfer.

            (b)  Tag Along Rights. (i) Subject to paragraph ( iv) of this
Section 4(b), if TPG or its affiliates proposes to transfer any of its shares of
Common Stock to a Purchaser (other than a Permitted Transferee), then TPG or
such Permitted Transferee (hereinafter referred to as a "Selling Stockholder")
shall give written notice of such proposed transfer to the Stockholder (the
"Selling Stockholder's Notice") at least 30 days prior to the consummation of
such proposed transfer, and shall provide notice to all other stockholders of
the Company to whom TPG has granted similar "tag-along" rights (such
stockholders together with the Stockholder, referred to herein as the "Other
Stockholders") setting forth (A) the number of shares of Common Stock offered,
(B) the consideration to be received by such Selling Stockholder, (C) the
identity of the Purchaser, (D) any other material items and conditions of the
proposed transfer and (E) the date of the proposed transfer.

            (ii) Upon delivery of the Selling Stockholder's Notice, the
Stockholder may elect to sell up to the sum of (A) the Pro Rata Portion (as
hereinafter defined) and (B) the Excess Pro Rata Portion (as hereinafter
defined) of his Shares, at the same price per share of Common Stock and pursuant
to the same terms and conditions with respect to payment for the shares of
Common Stock as agreed to by the Selling Stockholder, by sending written notice
to the Selling Stockholder within 15 days of the date of the Selling
Stockholder's Notice, indicating his election to sell up to the sum of the Pro
Rata Portion plus the Excess Pro Rata Portion of his Shares in the same
transaction. Following such 15 day period, the Selling Stockholder and each
Other Stockholder shall be permitted to sell to the Purchaser on the terms and
conditions set forth in the Selling Stockholder's Notice the sum of (X) the Pro
Rata Portion and (Y) the Excess Pro Rata Portion of its Shares.

                                       C-3

<PAGE>

            (iii) For purposes of Section 4(b) hereof, "Pro Rata Portion" shall
mean, with respect to shares of Common Stock held by the Stockholder or Selling
Stockholder, as the case may be, a number equal to the product of (x) the total
number of such shares then owned by the Stockholder or the Selling Stockholder,
as the case may be, and (y) a fraction, the numerator of which shall be the
total number of such shares proposed to be sold to the Purchaser as set forth in
the Selling Stockholder's Notice and the denominator of which shall be the total
number of such shares then outstanding (including such shares proposed to be
sold by the Selling Stockholder); provided, however, that any fraction of a
share resulting from such calculation shall be disregarded for purposes of
determining the Pro Rata Portion. For purposes of Section 4(b), "Excess Pro Rata
Portion" shall mean, with respect to shares of Common Stock held by the
Stockholder or the Selling Stockholder, as the case may be, a number equal to
the product of (x) the number of Non-Elected Shares (as defined below) and (y) a
fraction, the numerator of which shall be such Stockholder's Pro Rata Portion
with respect to such shares, and the denominator of which shall be the sum of
(1) the aggregate Pro Rata Portions with respect to the shares of Common Stock
of all of the Other Stockholders that have elected to exercise their rights to
sell their Pro Rata Portion of shares of Common Stock, and (2) the Selling
Stockholder's Pro Rata Portion of shares of Common Stock (the aggregate amount
of such denominator is hereinafter referred to as the "Elected Shares"). For
purposes of this Agreement, "Non-Elected Shares" shall mean the excess, if any,
of the total number of shares of Common Stock, proposed to be sold to a
Purchaser as set forth in a Selling Stockholder's Notice less the amount of
Elected Shares.

            (iv)  Notwithstanding anything to the contrary contained herein, the
provisions of this Section 4(b) shall not apply to any sale or transfer by TPG
of shares of Common Stock unless and until TPG, after giving effect to the
proposed sale or transfer, shall have sold or transferred in the aggregate
(other than to Permitted Transferees) shares of Common Stock, representing 7.5%
of shares of Common Stock owned by TPG on the date hereof.

            5.    Termination. This Agreement shall terminate immediately
following the existence of a Public Market for the Common Stock except that (i)
the requirements contained in Section 2 hereof shall survive the termination of
this Agreement and (ii) the provisions contained in Section 3 hereof shall
continue with respect to each Share during such period of time, if any, as the
Stockholder is precluded from selling such Shares pursuant to Rule 144 of the
Securities Act. For this purpose, a "Public Market" for the Common Stock shall
be deemed to exist if the Common Stock is registered under Section 12(b) or
12(g) of the Exchange Act and trading regularly occurs in such Common Stock in,
on or through the facilities of securities exchanges and/or inter-dealer
quotation systems in the United States (within the meaning of Section 902(j) of
the Securities Act) or any designated offshore securities market (within the
meaning of Rule 902(b) of the Securities Act).

            6.    Distributions With Respect To Shares. As used herein, the term
"Shares" includes securities of any kind whatsoever distributed with respect to
the Common Stock acquired by the Stockholder pursuant to the 2003 Plan or any
such securities resulting from a stock split or consolidation involving such
Common Stock.

                                       C-4

<PAGE>

            7.  Amendment; Assignment. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by authorized representatives of the parties
or, in the case of a waiver, by an authorized representative of the party
waiving compliance. No such written instrument shall be effective unless it
expressly recites that it is intended to amend, supersede, cancel, renew or
extend this Agreement or to waive compliance with one or more of the terms
hereof, as the case may be. Except for the Stockholder's right to assign his or
her rights under Section 3(a) or the Company's right to assign its rights under
Section 3(b), no party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties hereto.

            8.  Notices. All notices and other communications hereunder shall be
in writing, shall be deemed to have been given if delivered in person or by
certified mail, return receipt requested, and shall be deemed to have been given
when personally delivered or three (3) days after mailing to the following
address:

            If to the Stockholder:

            If to the Company:

            If to TPG:

            or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of change of
address shall only be effective upon receipt.

            9.  Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but each of which
together shall constitute one and the same document.

            10. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of NEW YORK, without reference to its
principles of conflicts of law.

            11. Binding Effect. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by the heirs, personal representatives,
successors and permitted assigns of the parties hereto. Nothing expressed or
referred to in this Agreement is intended or shall be construed to give any
person other than the parties to this Agreement, or their respective

                                       C-5

<PAGE>

heirs, personal representatives, successors or assigns, any legal or equitable
rights, remedy or claim under or in respect of this Agreement or any provision
contained herein.

            12. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.

            13. Severability. If any term, provision, covenant or restriction of
this Agreement, is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

            14. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                                                J. CREW GROUP, INC.

                                                _____________________________
                                                By:
                                                Title:

                                                TPG PARTNERS II, L.P.



                                                _____________________________
                                                By:
                                                Title:

                                                ___________________________
                                                [Stockholder]

                                       C-6