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                                                                    Exhibit 10.1

                               J. CREW GROUP, INC.
                             1997 STOCK OPTION PLAN
                             (amended and restated)

1.     Purpose of the Plan

       The purpose of the J. Crew Group, Inc. 1997 Stock Option 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)   "Board" shall mean the Board of Directors of the Company.

       (c)   "Cause" shall mean, when used in connection with the termination of
a Participant's Employment, unless otherwise provided in the Participant's Stock
Option 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

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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.

       (d)   "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"); (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 II) shall become the owner, directly or indirectly,
beneficially or of record, 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 II 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 by a vote of
at least a majority of the Board

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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 II; (v) any Person or
Group other than TPG II 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.

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

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

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

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

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

       (j)   "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 Stock
Option Grant Agreement.

       (k)   "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

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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
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").

       (l)   "Eligible Employee" shall mean (i) any Employee who is a key
executive of the Company or an Affiliate, or (ii) certain other Employees 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.

       (m)   "Employment" shall mean employment with the Company or any
Affiliate and shall include the provision of services as a consultant for the
Company or any Affiliate.

"Employee" and "Employed" shall have correlative meanings.

       (n)   "Exercise Date" shall have the meaning set forth in Section 4.10
herein.

       (o)   "Exercise Notice" shall have the meaning set forth in Section 4.10
herein.

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       (p)   "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.

       (q)   "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 of Control, Fair Market

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Value shall not be less than the price per share, if any, paid to any member of
the Initial Ownership Group or the public tender offer price paid in connection
with such Change of 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.

       (r)   "Good Reason" shall mean (i) a material diminution in a
Participant's duties and responsibilities other than a change in such
Participant's duties and responsibilities that directly

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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.

       (s)   "Grant" shall mean a grant of an Option under the Plan evidenced by
a Stock Option Grant Agreement.

       (t)   "Grant Date" shall mean the Grant Date as defined in Section 4.3
herein.

       (u)   "Initial Ownership Group" shall mean TPG Partners II, L.P., each
beneficial owner of Common Stock immediately after October 17, 1997 and each
person or entity directly or indirectly controlling, controlled by or under
common control with TPG Partners II, L.P., or any such beneficial owner.

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

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

       (x)   "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

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Option and shall be identified as such in the Stock Option Grant Agreement by
which it is evidenced.

         (y)  "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.

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

         (aa) "Permitted Transferee" shall have the meaning set forth in Section
4.6.

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

         (cc) 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 Section 902(n) of
the Securities Act) or any designated offshore securities market (within the
meaning of Rule 902(a) of the Securities Act).

         (dd) "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.

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

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         (ff) "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 A).

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

         (hh) "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.

         (ii) "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 Accounting Principles
Board Opinion #16. 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.

         (jj) "Valuation Date" shall mean (i) prior to the existence of a Public
Market for the Common Stock, the last day of each calendar quarter, or (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.

         (kk) "Vesting Date" shall mean the date an Option becomes exercisable
as defined in Section 4.4 herein.

         (ll) "Withholding Request" shall have the meaning set forth in Section
4.10 herein.

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3.     Administration of the Plan

       The Committee shall be appointed by the Board and shall administer the
Plan. 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
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.

       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.

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       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 the exercise of any
Options, 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. The Company shall use its reasonable efforts to register such shares of
Common Stock or to take any other action in order to comply with any such law,
regulation or requirement with respect to the issuance and delivery of such
certificates. 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. In the event of a conflict between the terms of
the Plan and the terms of any Stock Option Grant Agreement, the terms of the
Stock Option Grant Agreement shall govern.

4.     Options

       Subject to adjustment as provided in Section 4.13 hereof, the Committee
may grant to Participants Options to purchase shares of Common Stock of the
Company which, in the aggregate, do not exceed 1,910,000 shares of Common Stock.
To the extent that any Option granted under the Plan terminates, expires or is
canceled without having been exercised, the shares covered by such Option shall
again be available for Grant under the Plan.

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

       4.2 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.

       4.3 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.

       4.4 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 vested as
of the effective date of the termination of such Participant's Employment.

       4.5 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 unless otherwise specified in the Stock Option Grant Agreement. With
respect to each Participant, each Participant's Option(s), or any portion
thereof, which have become exercisable on the date such Participant's Employment
is terminated shall expire on the earlier of (i) the commencement of business on
the date the

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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.

       4.6 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.

       4.7 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.

       4.8 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.

       4.9 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 4.10 hereto.

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       4.10 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 applicable federal, state and local withholding taxes
incurred in connection with the exercise of

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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.

       4.11 Certificates of Shares. Upon the exercise of the Options in
accordance with Section 4.10 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. 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.

       4.12 Administration of Options.

       (a)  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,

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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.

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

         4.13  Adjustment Upon Changes in Company Stock.

         (a)   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 Options, the
exercise price per share of Common Stock and the Option Value of each such
Option, as the Committee may consider appropriate to prevent the enlargement or
dilution of rights.

         (b)   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 Options outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities which a
holder of the

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number of shares of Common Stock subject to any such Option 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 Options
shall not be affected by such transaction).

         (c) 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 provide for the exchange of each Option
outstanding immediately prior to such event (whether or not then exercisable)
for an option on or stock appreciation right with respect to, as appropriate,
some or all of the property for which the stock underlying such Options are
exchanged and, incident thereto, make an equitable adjustment, as determined by
the Committee in the exercise price of the options or stock appreciation rights,
or the number of shares or amount of property subject to the options or stock
appreciation rights or, if appropriate, provide for a cash payment to the
Participants in partial consideration for the exchange of the Options as the
Committee may consider appropriate to prevent dilution or enlargement of rights.

         (d) 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 4.13(a), (b) or (c) hereof, the Committee shall, make such adjustments
in the number and class of shares subject to Options outstanding on the date on
which such change occurs and in the per-share exercise price

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of each such Option as the Committee may consider appropriate to prevent
dilution or enlargement of rights.

       (e) No Other Rights. Except as expressly provided in the Plan or the
Stock Option Grant Agreements evidencing the Options, 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 Stock Option Grant Agreements evidencing the Options, 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 Options or the exercise price of
such Options.

5.     Miscellaneous

       5.1 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 Options granted pursuant to the Plan until the date the Participants
become the registered owners of such shares. Except as otherwise expressly
provided in Sections 4.12 and 4.13 hereof, no adjustment to the Options shall be
made for dividends or other rights for which the record date occurs prior to the
date such stock certificate is issued.

       5.2 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

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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 Option.

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

       5.4  Restrictions on Common Stock. The rights and obligations of the
Participants with respect to Common Stock obtained through the exercise of any
Option provided in the Plan shall be governed by the terms and conditions of the
Stockholders' Agreement.

       5.5  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 Stock Option Grant Agreement.

       If to the Company:

            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.

                                       19

<PAGE>

       5.6 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.

       5.7 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.

       5.8 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.

                                       20

<PAGE>

Exhibit A

                          STOCK OPTION GRANT AGREEMENT

     THIS AGREEMENT, made as of this [___] day of [_____], 2002 between J.CREW
GROUP INC. (the "Company") and (First_Name) (Last_Name) (the "Participant").

     WHEREAS, the Company has adopted and maintains the J.Crew Group, Inc. 1997
Stock Option 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) shares of
Common Stock of the Company.

     2. Grant Date. The Grant Date of the Option hereby granted is (Grant_Date).

     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 items used herein shall have the meaning given to
such terms in the Plan.

     4. Exercise Price. The exercise price of each share underlying the Option
hereby granted is (Price).

     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 vested 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

                                       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 (His/Her) 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 (His/Her) 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, and the other documents referred to herein
or delivered pursuant hereto which form a part hereof 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. This Agreement, including without the limitation the
Plan, supersedes 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.

                                       2

<PAGE>

     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 (His/Her) own behalf, thereby representing that (He/She) 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: [____________]



                                                     ---------------------------
                                                     (First_Name) (Last_Name)

                                        3

<PAGE>

Exhibit B

                             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 of common stock
of the Company, $.01 par value per share ("Common Stock"), pursuant to the
Company's 1997 Stock Option Plan (the "Option Plan");

          WHEREAS, as a condition to the issuance of shares of Common Stock
pursuant to the exercise of an Option, the Stockholder is required under the
Option 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 purchased
pursuant to the Option 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 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.

<PAGE>

          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,
during the ninety-day period 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 Option 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.

          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

                                       2

<PAGE>

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.

          (iii) For purposes of Section 4(b) and 4(c) 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 or initially proposed to be
registered by the Selling Stockholder, as the case may be, and the denominator
of which shall be the total number of such shares then outstanding (including
such shares proposed to be sold or registered 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 Sections 4(b) and 4(c), "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

                                       3

<PAGE>

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 in full 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 or initially proposed to be registered
by the Selling Stockholder, as the case may be, 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.

          (c)   Piggyback Registration Rights.

          (i)   Notice to Stockholder. If the Company determines that it will
file a registration statement under the Securities Act, other than a
registration statement on Form S-4 or Form S-8 or any successor form, for an
offering which includes shares of Common Stock held by TPG or its affiliates
(hereinafter in this paragraph (c) of Section 4 referred to as a "Selling
Stockholder"), then the Company shall give prompt written notice to the
Stockholder that such filing is expected to be made (but in no event less than
30 days nor more than 60 days in advance of filing such registration statement),
the jurisdiction or jurisdictions in which such offering is expected to be made,
and the underwriter or underwriters (if any) that the Company (or the person
requesting such registration) intends to designate for such offering. If the
Company, within 15 days after giving such notice, receives a written request for
registration of any Shares from the Stockholder, then the Company shall include
in the same registration statement the number of Shares to be sold by the
Stockholder as shall have been specified in his request, except that the
Stockholder shall not be permitted to register more than the Pro Rata Portion
plus the Excess Pro Rata portion of his Shares. The Company shall bear all costs
of preparing and filing the registration statement, and shall indemnify and hold
harmless, to the extent customary and reasonable, pursuant to indemnification
and contribution provisions to be entered into by the Company at the time of
filing of the registration statement, the seller of any shares of Common Stock
covered by such registration statement.

          Notwithstanding anything herein to the contrary, the Company, on prior
notice to the participating Stockholder, may abandon its intention to file a
registration statement under this Section 4(c) at any time prior to such filing.

          (ii)  Allocation. If the managing underwriter shall inform the Company
in writing that the number of shares of Common Stock requested to be included in
such registration exceeds the number which can be sold in (or during the time
of) such offering within a price range acceptable to TPG, then the Company shall
include in such registration such number of shares of Common Stock which the
Company is so advised can be sold in (or during the time of) such offering. All
holders of shares of Common Stock proposing to sell shares of Common

                                       4

<PAGE>

Stock shall share pro rata in the number of shares of Common Stock to be
excluded from such offering, such sharing to be based on the respective numbers
of shares of Common Stock as to which registration has been requested by such
holders.

          (iii) Permitted Transfer. Notwithstanding anything to the contrary
contained herein, sales of Shares pursuant to a registration statement filed by
the Company may be made without compliance with any other provision of this
Agreement.

          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(n) of
the Securities Act) or any designated offshore securities market (within the
meaning of Rule 902(a) 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 Option Plan or any
such securities resulting from a stock split or consolidation involving such
Common Stock.

          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:

                                       5

<PAGE>

          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 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.


                                                   ---------------------------

                                                   [Stockholder]

                                                   J. CREW GROUP, INC.


                                                   -----------------------------
                                                   By:
                                                   Title:

                                                   TPG PARTNERS II, L.P.

                                                   -----------------------------
                                                   By:
                                                   Title:

                                       6