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                                                                 Exhibit 10.5(d)

                                 April 29, 2002

Mark Sarvary
7 Fox Run
Purchase, NY  10577

Dear Mark:

         This letter will confirm our understanding of the arrangements under
which your Employment Agreement ("Employment Agreement"), dated May 3, 1999,
with the Company (as modified by your letter agreement ("Letter Agreement"),
dated January 15, 2002, with the Company) is terminated. The terms and
conditions of the termination of your employment with the Company are set out
below.

           1.   The parties hereby acknowledge and confirm that your employment
                with the Company is terminated effective as of April 30, 2002
                (the "Termination Date") and that such termination shall
                constitute a Qualifying Termination (as defined in the Letter
                Agreement). In addition, the parties hereby acknowledge and
                confirm that your resignation as a Director of J. Crew Group,
                Inc. ("Parent") is also effective as of the Termination Date.

           2.   Subject to this Agreement becoming effective (as described in
                Paragraph 18 hereof), the Company will pay you a lump-sum amount
                equal to two (2) times your base salary on the Termination Date.
                You will also be entitled to receive the following benefits. The
                Company shall continue to provide medical plan coverage
                substantially similar to the medical plan coverage that it
                provides its active employees, as it may be amended from time to
                time, until the earlier of (i) the second anniversary of the
                Termination Date (i.e. April 30, 2004), (ii) the date that you
                become employed as a full-time employee with a new employer or
                (iii) the date that you become eligible to be covered by
                comparable plan of a subsequent employer, provided that the
                Company shall provide such coverage by paying your COBRA
                continuation coverage for the COBRA coverage period and
                thereafter, the Company shall only provide such coverage to the
                extent that the monthly cost of such coverage does not exceed
                the cost of your monthly COBRA premiums as in effect on the last
                month of your COBRA continuation period. In order to receive the
                foregoing medical coverage you shall cooperate with the
                reasonable requests of the Company, including without limitation
                any request to submit to medical examinations and elect COBRA
                continuation coverage. The Company shall also provide you with
                life insurance coverage equivalent to the coverage provided
                immediately prior to the Termination Date (namely two-times your
                base salary as of the Termination Date) under the same terms as
                it provides such coverage to its active employees under its life
                insurance plan, as it may be amended from time to time, until
                the earlier of (i) the twenty-four month anniversary of the date
                of the Letter Agreement (i.e. January

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                15, 2004), (ii) the date that you become employed as a full-time
                employee with a new employer or (iii) the date that you become
                eligible to be covered by comparable plan of a subsequent
                employer. The foregoing payments shall be reduced by any
                required tax withholdings and shall not be taken into account as
                compensation and no service credit shall be given after the
                Termination Date for purposes of determining the benefits
                payable under any other plan, program, agreement or arrangement
                of the Company. You acknowledge that, except for the foregoing
                payments, you are not entitled to any payment by the Company in
                the nature of either severance or termination pay.

           3.   As of the Termination Date, you have vested options to purchase
                108,800 shares of Common Stock of Parent ("Common Stock") at
                $10.00 per share. In addition, the Company hereby agrees that
                options to purchase an additional 54,400 shares of Common Stock
                at $10.00 per share shall vest and become exercisable on May 10,
                2002 (such additional options together with the options vested
                as of the Termination Date are collectively referred to as the
                "Vested Options"). Notwithstanding anything to the contrary, all
                of the Vested Options shall remain exercisable until the third
                anniversary of the Termination Date (i.e. April 30, 2005),
                subject in all other respects to the provisions of your stock
                option agreement with Parent and the J. Crew Group, Inc. 1997
                Stock Option Plan ("Option Plan"). All other unvested options
                (totaling 108,800 options to purchase Common Stock at $10.00 per
                share) shall terminate effective as of the Termination Date. All
                shares of Common Stock acquired by you pursuant to the Vested
                Options shall be subject to the Stockholders' Agreement attached
                to the Option Plan as Exhibit B and Section 2(f) of the
                Employment Agreement relating to your put right.

                In consideration of the extension relating to the Vested Options
                described above and notwithstanding anything in the
                Stockholders' Agreement to the contrary, however, you hereby
                agree that the Company (or its designated assignee) shall have
                the right, during the 120 day period immediately following the
                expiration of the six month period after any shares of Common
                Stock are acquired by you, to purchase from you all or any
                portion of such shares at a per share price equal to the Fair
                Market Value (as defined in the Option Plan) of a share of
                Common Stock determined as of the date as of which such right is
                exercised.

           4.   The parties acknowledge and agree that you shall repay in full
                the principal amount of the Company Loan (as defined in the
                Letter Agreement) (currently $850,000 principal balance still
                outstanding) on the earliest of (i) June 1, 2005, (ii) the date
                that you sell or otherwise dispose of your primary residence
                located at 7 Fox Run, Purchase, New York, and (iii) the one year
                anniversary of the date that you commence full time continuous
                employment with any subsequent employer. Notwithstanding the
                foregoing, you agree that any and all proceeds generated from
                the sale or disposition of all or any portion of your shares of
                Common Stock (less the amount you paid to the Company for such
                shares) shall be immediately applied to the payment of the
                outstanding principal amount of the Company Loan. In the event
                of a repurchase of Common Stock by the Company, you authorize
                the Company to withhold any payments for such Common Stock and
                apply such proceeds to the repayment of the Company Loan.

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           5.   By signing this Agreement, you agree that in exchange for the
                additional consideration set forth herein, you hereby
                voluntarily, fully and unconditionally release and forever
                discharge the Company, Parent, their present and former parent
                corporation(s), subsidiaries, divisions, affiliates and
                otherwise related entities and their respective incumbent and
                former employees, directors, plan administrators, officers and
                agents, individually and in their official capacities
                (collectively, the "Releasees"), from any and all charges,
                actions, causes of action, demands, debts, dues, bonds,
                accounts, covenants, contracts, liabilities, or damages of any
                nature whatsoever, whether now known or claimed, to whomever
                made, which you have or may have against any or all of the
                Releasees for or by reason of any cause, nature or thing
                whatsoever, up to the present time, arising out of or related to
                your employment with the Company or the termination of such
                employment, including, by way of examples and without limiting
                the broadest application of the foregoing, any actions, causes
                of action, or claims under any contract or federal, state or
                local decisional law, statues, regulations or constitutions, any
                claims for notice, pay in lieu of notice, wrongful dismissal,
                breach of contract, defamation or other tortious conduct,
                discrimination on the basis of actual or perceived disability,
                age, sex, race or any other factor (including, without
                limitation, any claim pursuant to Title VII of the Civil Rights
                Act of 1964, Americans with Disabilities Act of 1990, the Age
                Discrimination in Employment Act of 1967, as amended, the Family
                and Medical Act of 1993, the Equal Pay Act of 1963, the Fair
                Labor Standards Act, the State, City and local laws of New York,
                and the equal employment law or laws of the state and/or city in
                which you work), any claim pursuant to any other applicable
                employment standards or human rights legislation or for
                severance pay, salary, bonus, incentive or additional
                compensation, vacation pay, insurance, other benefits, interest,
                and/or attorney's fees. You acknowledge that this general
                release is not made in connection with an exit incentive or
                other employment termination program offered to a group or class
                of employees.

                If you have made or should hereafter make any complaint, charge,
                claim, allegation or demand, or commence or threaten to commence
                any action, complaint, charge, claim or proceeding, against any
                or all of the Releasees for or by reason of any cause, matter or
                thing whatsoever existing up to the present time, this Agreement
                may be raised as and shall constitute a complete bar to any such
                action, complaint, charge, claim, allegation or proceeding, and,
                subject to a favorable ruling by a tribunal of final
                jurisdiction, the Releasees shall recover from you, and you
                shall pay to the Releasees, all costs incurred by them,
                including their attorneys' fees, as a consequence of any such
                action, complaint charge, claim, allegation or proceeding;
                provided, however, that this is not intended to interfere with
                your right to file a charge with the Equal Employment
                Opportunity Commission ("EEOC") in connection with any claim you
                believe you may have against any Releasee. However, by signing
                this Agreement, you agree to waive any right to recover in any
                proceeding you may bring before the EEOC (or any state human
                rights commission) or in any proceeding brought by the EEOC (or
                any state human rights commission) on your behalf.

                You specifically release all claims under the Age Discrimination
                in Employment Act ("ADEA") relating to your employment and its
                termination.

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                This release shall not apply to any claims you may have relating
                to the Company's performance of its obligations under this
                Agreement or under the Ancillary Documents (as defined in
                Section 13). In the event any action is commenced to enforce
                your rights under this Agreement or under any Ancillary
                Document, each party shall bear its own legal fees and expenses.

           6.   You acknowledge that the payments and other considerations
                described in Sections 2, 3 and 4 above that you are receiving in
                connection with the foregoing release is in addition to anything
                of value to which you already are entitled from the Company.

           7.   You hereby agree and acknowledge that you shall be bound by and
                comply with the restrictive covenants provided in Sections 7, 8
                (as modified by clause (e) of the Letter Agreement), 9 and 10 of
                the Employment Agreement (the "Restrictive Covenants"), and that
                such Restrictive Covenants are hereby made part of this
                Agreement as if specifically restated herein and that the
                payments and other considerations described in Sections 2, 3 and
                4 above that you are receiving are subject to and contingent
                upon your compliance with Restrictive Covenants. You also
                acknowledge that your receipt of certain benefits hereunder are
                affected by you obtaining subsequent employment and therefore
                you agree to notify the Executive Vice President of Human
                Resources in writing prior to the effective date of any
                full-time employment with a new employer or, if earlier, the
                effective date you become eligible to be covered by a comparable
                plans of a subsequent employer, as described in Section 2.

           8.   You acknowledge and agree that, notwithstanding any other
                provision of this Agreement, if you breach any of your
                obligations under this Agreement or a Restrictive Covenant, (a)
                you will forfeit your right to receive the payment and other
                considerations described in Sections 2, 3 and 4 above (to the
                extent the payment was not theretofore paid) and the Company
                shall be entitled to recover any payments made to you or on your
                behalf, (b) the Vested Options shall expire as of the date of
                such breach to the extent not theretofore exercised and, if
                exercised as of the date of such breach, you shall immediately
                reimburse the Company for the profit upon exercise (such profit
                calculated as the difference between the (i) greater of either
                the Fair Market Value (as defined in the Option Plan) of a share
                of Common Stock on the date of exercise or the amount paid by
                the Company to you per share of Common Stock for the purchase of
                the shares acquired upon exercise, and (ii) exercise price,
                times the number of options exercised).

           9.   You hereby agree that the breach of a Restrictive Covenant may
                cause the Company to suffer irreparable harm for which money
                damages would not be an adequate remedy and therefore, if you
                breach a Restrictive Covenant, the Company would be entitled to
                temporary and permanent injunctive relief in any court of
                competent jurisdiction (without the need to post any bond)
                without prejudice to any other remedies under this Agreement or
                otherwise.

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           10.  The Company affirms its obligation to indemnify, defend and hold
                you harmless, to the extent permitted by law, from and against
                all claims made by third parties against you arising out of
                actions taken by you in your capacity as an officer and director
                of the Company. You also agree to cooperate fully with the
                Company and the Releasees in connection with any existing or
                future litigation or proceedings involving the Company or any
                Releasee to the extent necessary and to notify the Company
                promptly upon receipt of any legal process or other request
                requiring you to testify, plead, respond, defend and/or produce
                documents relating to the Company or any Releasee.

                The Company represents that, as of the date of this Agreement,
                the Board of Directors is not aware of any claims that it has
                against you arising out of your employment with the Company;
                provided, however, that this shall not bar the Company from
                making any claims, charges or demands against you at any time in
                the future based on facts, circumstances or matters of which it
                may hereafter become aware regardless of when they occurred or
                to what time period they relate.

           11.  This Agreement does not constitute an admission of liability or
                wrongdoing of any kind by you or the Company or its affiliates.

           12.  The terms of this Agreement shall be binding on the parties
                hereto and their respective successors, assigns, heirs and
                representatives.

           13.  This Agreement, together with the documents relating to the
                Vested Options and the Company Loan (collectively referred to as
                the "Ancillary Documents"), constitute the entire understanding
                of the Company and you with respect to the subject matter hereof
                and supersedes all prior understandings, written or oral. The
                terms of this Agreement may be changed, modified or discharged
                only by an instrument in writing signed by the parties hereto. A
                failure of the Company or you to insist on strict compliance
                with any provision of this Agreement shall not be deemed a
                waiver of such provision or any other provision hereof. If any
                provision of this Agreement is determined to be so broad as to
                be unenforceable, such provision shall be interpreted to be only
                so broad as is enforceable.

           14.  This Agreement shall be construed, enforced and interpreted in
                accordance with and governed by the laws of the State of New
                York.

           15.  The parties hereto acknowledge and agree that each party has
                reviewed and negotiated the terms and provisions of this
                Agreement and has contributed to its revision. Accordingly, the
                rule of construction to the effect that ambiguities are resolved
                against the drafting party shall not be employed in the
                interpretation of this Agreement. Rather, the terms of this
                Agreement shall be construed fairly as to both parties hereto
                and not in favor or against either party.

           16.  This Agreement may be executed in any number of counterparts and
                by different parties on separate counterparts, each of which
                counterpart, when so executed and delivered, shall be deemed to
                be an original and all of which counterparts, taken together,
                shall constitute but one and the same Agreement.

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           17.  You acknowledge that, by your free and voluntary act of signing
                below, you agree to all of the terms of this Agreement and
                intend to be legally bound thereby.

           18.  You acknowledge that you have received this Agreement on or
                before April 30, 2002. You understand that you may consider
                whether to agree to the terms contained herein for a period of
                twenty-one (21) days after the date hereof. However, the
                operation of the provisions of Sections 2 through 5 above may be
                delayed until you execute this Agreement and return it to the
                Company and it becomes effective as provided below. You
                acknowledge that you have consulted with an attorney prior to
                your execution of this Agreement or have determined by your own
                free will not to consult with an attorney.

           19.  This Agreement will become effective, enforceable and
                irrevocable seven days after the date on which it is executed by
                you (the "Effective Date"). During the seven-day period prior to
                the Effective Date, you may revoke your agreement to accept the
                terms hereof by indicating in writing to the Executive Vice
                President of Human Resources your intention to revoke. If you
                exercise your right to revoke hereunder, you shall forfeit your
                right to receive any of the payments and other considerations
                provided for herein, and to the extent such payments have
                already been made, you agree that you will immediately reimburse
                the Company for the amounts of such payments.

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        If the foregoing correctly reflects our understanding, please sign the
enclosed copy of this letter agreement, whereupon it will become a binding
agreement between us.

                                                       J. CREW OPERATING CORP.

                                                       By: _____________________
                                                           Name:
                                                           Title:


Agreed to and accepted:


By:_______________________
     Mark Sarvary

Dated:     _________, 2002

Acknowledgment

STATE OF _________________)

                                ss:

COUNTY OF _______________)

On the __ day of _______, 2002, before me personally came Mark Savary who, being
by me duly sworn, did depose and say that he resides at 7 Fox Run, Purchase, New
York, and did acknowledge and represent that he has had an opportunity to
consult with attorneys and other advisers of his choosing regarding the
Agreement set forth above, that he has reviewed all of the terms of the
Agreement and that he fully understands all of its provisions, including without
limitation, the general release and waiver set forth therein.

_________________________
Notary Public

Date:____________________

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