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                                                                   EXHIBIT 10.9

                           DEFERRED COMPENSATION PLAN

THE J. JILL GROUP, INC.
TRUST AGREEMENT
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RESTATED AS OF JANUARY 1, 2003

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                                 TRUST AGREEMENT

                                TABLE OF CONTENTS

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<Caption>
ARTICLE                                                                                                     PAGE
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<S>                                                                                                           <C>
ARTICLE 1 NAME, INTENTIONS, IRREVOCABILITY, DEPOSIT AND DEFINITIONS............................................1

       1.1     NAME............................................................................................1
       1.2     INTENTIONS......................................................................................1
       1.3     IRREVOCABILITY; CREDITOR CLAIMS.................................................................1
       1.4     INITIAL DEPOSIT.................................................................................2
       1.5     DEFINITIONS.....................................................................................2
       1.6     GRANTOR TRUST...................................................................................2

ARTICLE 2 GENERAL ADMINISTRATION...............................................................................2

       2.1     COMMITTEE DIRECTIONS AND ADMINISTRATION.........................................................2
       2.2     CONTRIBUTIONS...................................................................................3
       2.3     TRUST FUND......................................................................................3
       2.4     DISTRIBUTION OF EXCESS TRUST FUND TO EMPLOYERS..................................................3

ARTICLE 3 POWERS AND DUTIES OF TRUSTEE.........................................................................3

       3.1     INVESTMENT DIRECTIONS...........................................................................3
       3.2     MANAGEMENT OF INVESTMENTS.......................................................................3
       3.3     SECURITIES......................................................................................5
       3.4     SUBSTITUTION....................................................................................6
       3.5     DISTRIBUTIONS...................................................................................6
       3.6     TRUSTEE RESPONSIBILITY REGARDING PAYMENTS ON INSOLVENCY.........................................8
       3.7     COSTS OF ADMINISTRATION.........................................................................9
       3.8     TRUSTEE COMPENSATION AND EXPENSES...............................................................9
       3.9     PROFESSIONAL ADVICE.............................................................................9
       3.10    PAYMENT ON COURT ORDER..........................................................................9
       3.11    PROTECTIVE PROVISIONS..........................................................................10
       3.12    INDEMNIFICATIONS...............................................................................10

ARTICLE 4 INSURANCE CONTRACTS.................................................................................11

       4.1     TYPES OF CONTRACTS.............................................................................11
       4.2     OWNERSHIP......................................................................................11
       4.3     RESTRICTIONS ON TRUSTEE'S RIGHTS...............................................................11
       4.4     TRUSTEE'S DUTIES...............................................................................11

ARTICLE 5 TRUSTEE'S ACCOUNTS..................................................................................12

       5.1     RECORDS........................................................................................12
       5.2     ANNUAL ACCOUNTING; FINAL ACCOUNTING............................................................12
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       5.3     VALUATION......................................................................................12
       5.4     DELEGATION OF DUTIES...........................................................................13

ARTICLE 6 RESIGNATION OR REMOVAL OF TRUSTEE...................................................................13

       6.1     RESIGNATION; REMOVAL...........................................................................13
       6.2     SUCCESSOR TRUSTEE..............................................................................13
       6.3     SETTLEMENT OF ACCOUNTS.........................................................................13

ARTICLE 7 CONTROVERSIES, LEGAL ACTIONS AND COUNSEL............................................................13

       7.1     CONTROVERSY....................................................................................13
       7.2     JOINDER OF PARTIES.............................................................................14
       7.3     EMPLOYMENT OF COUNSEL..........................................................................14

ARTICLE 8 INSURERS............................................................................................14

       8.1     INSURER NOT A PARTY............................................................................14
       8.2     AUTHORITY OF TRUSTEE...........................................................................14
       8.3     CONTRACT OWNERSHIP.............................................................................14
       8.4     LIMITATION OF LIABILITY........................................................................14
       8.5     CHANGE OF TRUSTEE..............................................................................14

ARTICLE 9 AMENDMENT AND TERMINATION...........................................................................15

       9.1     AMENDMENT......................................................................................15
       9.2     FINAL TERMINATION..............................................................................16
       9.3     FAIL SAFE PROVISION............................................................................16

ARTICLE 10 MISCELLANEOUS......................................................................................17

       10.1    TAXES..........................................................................................17
       10.2    THIRD PERSONS..................................................................................17
       10.3    NONASSIGNABILITY; NONALIENATION................................................................17
       10.4    THE PLAN.......................................................................................17
       10.5    APPLICABLE LAW.................................................................................17
       10.6    NOTICES AND DIRECTIONS.........................................................................17
       10.7    SUCCESSORS AND ASSIGNS.........................................................................18
       10.8    GENDER AND NUMBER..............................................................................18
       10.9    HEADINGS.......................................................................................18
       10.10   COUNTERPARTS...................................................................................18
       10.11   BENEFICIAL INTEREST............................................................................18
       10.12   THE TRUST AND PLAN.............................................................................18
       10.13   EFFECTIVE DATE.................................................................................18
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                                 TRUST AGREEMENT
                                       FOR
                             THE J. JILL GROUP, INC.
                           DEFERRED COMPENSATION PLAN

          THIS TRUST AGREEMENT ("Trust Agreement") between The J. Jill Group,
Inc. (the "Company") and Eastern Bank & Trust Co. (the "Trustee"), which was
originally effective as of January 1, 2002, is hereby restated as of January
1, 2003 in order to evidence the trust (the "Trust") to be established,
pursuant to The J. Jill Group, Inc. Deferred Compensation Plan (the "Plan"),
for the benefit of members of the Board of Directors of the Company and a
select group of management or highly compensated employees who contribute
materially to the continued growth, development and business success of the
Company.

                                    ARTICLE 1
                        NAME, INTENTIONS, IRREVOCABILITY,
                             DEPOSIT AND DEFINITIONS

1.1    NAME. The name of the Trust created by this Agreement (the "Trust") shall
       be:

                               TRUST AGREEMENT FOR
               THE J. JILL GROUP, INC. DEFERRED COMPENSATION PLAN

1.2    INTENTIONS. The Company wishes to establish the Trust and to contribute
       to the Trust assets that shall be held therein, subject to the claims of
       the Company's creditors in the event of its Insolvency (as defined below)
       until paid to Participants and their Beneficiaries in such manner and at
       such times as specified in the Plan. It is the intention of the parties
       that this Trust shall constitute an unfunded arrangement and shall not
       affect the status of the Plan as an unfunded plan maintained for the
       purpose of providing supplemental compensation for a select group of
       management or highly compensated employees for purposes of Title I of the
       Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In
       addition, it is the intention of the Company to make contributions to the
       Trust to provide itself with a source of funds to assist them in the
       meeting of its liabilities under the Plan.

1.3    IRREVOCABILITY; CREDITOR CLAIMS. The Trust hereby established shall be
       irrevocable. Except as otherwise provided in Sections 2.4, 9.2 and 9.3,
       the principal of the Trust, and any earnings thereon, shall be held
       separate and apart from other funds of the Company and shall be used
       exclusively for the uses and purposes of the Participants and the general
       creditors of the Company as herein set forth. The Participants and their
       Beneficiaries shall have no preferred claim on, or any beneficial
       ownership interest in, any assets of the Trust. Any rights created under
       the Plan and this Trust Agreement shall be mere unsecured contractual
       rights of the Participants and their Beneficiaries against the Company.
       Any assets held by the Trust will be subject to the claims of the
       Company's general creditors under federal and state law in the event of
       Insolvency.

                                       -1-
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1.4    INITIAL DEPOSIT. The Company hereby deposits with the Trustee in trust
       one hundred dollars ($100), which shall become the principal of the Trust
       to be held, administered and disposed of by the Trustee as provided in
       this Trust Agreement.

1.5    DEFINITIONS. Unless otherwise indicated herein, capitalized terms shall
       have the meanings set forth in the Plan.

1.6    GRANTOR TRUST. The Trust is intended to be a "grantor trust," of which
       the Company is the grantor, within the meaning of subpart E, part I,
       subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986,
       as amended (the "Code") and the Trust shall be construed accordingly.

                                    ARTICLE 2
                             GENERAL ADMINISTRATION

2.1    COMMITTEE DIRECTIONS AND ADMINISTRATION. The Committee shall direct the
       Trustee as to the administration of the Trust in accordance with the
       following provisions:

       (a)     The Committee shall be identified to the Trustee by a copy of the
               resolution of the Board appointing the Committee. In the absence
               thereof, the Board shall be the Committee. Persons authorized to
               give directions to the Trustee on behalf of the Committee shall
               be identified to the Trustee by written notice from the
               Committee, and such notice shall contain specimens of the
               authorized signatures. The Trustee shall be entitled to rely on
               such written notice as evidence of the identity and authority of
               the persons appointed until a written cancellation of the
               appointment, or the written appointment of a successor, is
               received by the Trustee.

       (b)     Directions by the Committee, or its delegate, to the Trustee
               shall be in writing and signed by the Committee or persons
               authorized by the Committee, or may be made by such other method
               as is acceptable to the Trustee.

       (c)     The Trustee may conclusively rely upon directions from the
               Committee in taking any action with respect to this Trust
               Agreement, including the making of payments from the assets held
               by the Trustee pursuant to the terms of this Trust Agreement (the
               "Trust Fund") to Participants or their Beneficiaries and the
               investment of the Trust Fund pursuant to this Trust Agreement.
               The Trustee shall have no liability for actions taken, or for
               failure to act, on the direction of the Committee. The Trustee
               shall have no liability for failure to act in the absence of
               proper written directions.

       (d)     The Trustee may request instructions from the Committee and shall
               have no duty to act or liability for failure to act if such
               instructions are not forthcoming from the Committee. If requested
               instructions are not received within a reasonable time, the
               Trustee may, but is under no duty to, act on its own discretion
               to carry out the provisions of this Trust Agreement in accordance
               with this Trust Agreement and the Plan.

                                       -2-
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2.2    CONTRIBUTIONS. Except as provided in the Plan, the Company, in its sole
       discretion, may at any time, or from time to time, make additional
       deposits of cash or other property in trust with the Trustee to augment
       the principal to be held, administered and disposed of by the Trustee as
       provided in this Trust Agreement. Neither the Trustee nor any Participant
       or Beneficiary shall have any right to compel such additional deposits.
       The Trustee shall have no duty to collect or enforce payment to it of any
       contributions or to require that any contributions be made, and shall
       have no duty to compute any amount to be paid to it nor to determine
       whether amounts paid comply with the terms of the Plan.

2.3    TRUST FUND. The contributions received by the Trustee from the Company
       shall be held and administered pursuant to the terms of this Trust
       Agreement as a single fund without distinction between income and
       principal and without liability for the payment of interest thereon
       except as expressly provided in this Trust Agreement. During the term of
       this Trust, all income received by the Trust, net of expenses and taxes,
       shall be accumulated and reinvested.

2.4    DISTRIBUTION OF EXCESS TRUST FUND TO EMPLOYERS. In the event that the
       Committee determines that the Trust Fund exceeds one hundred twenty-five
       percent (125%) of the anticipated benefit obligations and administrative
       expenses that are to be paid under the Plan, the Trustee, at the
       direction of the Committee, shall distribute to the Company such excess
       portion of the Trust Fund.

                                    ARTICLE 3
                          POWERS AND DUTIES OF TRUSTEE

3.1    INVESTMENT DIRECTIONS. Except as provided in this Section, the Committee
       shall provide the Trustee with all investment instructions. The Trustee
       shall neither affect nor change investments of the Trust Fund, except as
       directed in writing by the Committee, and shall have no right, duty or
       responsibility to recommend investments or investment changes; provided,
       that the Trustee may (i) deposit cash on hand from time to time in any
       bank savings account, certificate of deposit, or other instrument
       creating a deposit liability for a bank, including the Trustee's own
       banking department, if the Trustee is a bank, without such prior
       direction, (ii) invest in mutual funds, government securities, bonds with
       specific ratings, or stock of "S&P 500" companies, all within broad
       investment guidelines established by the Committee from time to time, or
       (iii) invest in universal variable life insurance.

3.2    MANAGEMENT OF INVESTMENTS. Subject to Section 3.1 above, the Trustee
       shall have, without exclusion, all powers conferred on the Trustee by
       applicable law, unless expressly provided otherwise herein, and all
       rights associated with assets of the Trust shall be exercised by the
       Trustee or the person designated by the Trustee, and shall in no event be
       exercisable by or rest with Participants or their Beneficiaries. The
       Trustee shall have full power and authority to invest and reinvest the
       Trust Fund in any investment permitted by law, exercising the judgment
       and care that persons of prudence, discretion and intelligence would
       exercise under the circumstances then prevailing, considering the
       probable income and safety of their capital, including, without limiting
       the generality of the foregoing, the power:

                                       -3-
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       (a)     To invest and reinvest the Trust Fund, together with the income
               therefrom, in common stock, preferred stock, convertible
               preferred stock, mutual funds, bonds, debentures, convertible
               debentures and bonds, mortgages, notes, time certificates of
               deposit, commercial paper and other evidences of indebtedness
               (including those issued by the Trustee or any of its affiliates),
               other securities, policies of life insurance, annuity contracts,
               options to buy or sell securities or other assets, and other
               property of any kind (personal, real, or mixed, and tangible or
               intangible); provided, however, that in no event may the Trustee
               invest in securities (including stock or rights to acquire stock)
               or obligations issued by the Company, other than a de minimis
               amount held in common investment vehicles in which the Trustee
               invests;

       (b)     To deposit or invest all or any part of the assets of the Trust
               Fund in savings accounts or certificates of deposit or other
               deposits which bear a reasonable interest rate in a bank,
               including the commercial department of the Trustee, if such bank
               is supervised by the United States or any State;

       (c)     To hold, manage, improve, repair and control all property, real
               or personal, forming part of the Trust Fund and to sell, convey,
               transfer, exchange, partition, lease for any term, even extending
               beyond the duration of this Trust, and otherwise dispose of the
               same from time to time in such manner, for such consideration,
               and upon such terms and conditions as the Trustee shall
               determine;

       (d)     To have, respecting securities, all the rights, powers and
               privileges of an owner, including the power to give proxies, pay
               assessments and other sums deemed by the Trustee to be necessary
               for the protection of the Trust Fund, to vote any corporate stock
               either in person or by proxy, with or without power of
               substitution, for any purpose; to participate in voting trusts,
               pooling agreements, foreclosures, reorganizations,
               consolidations, mergers and liquidations, and in connection
               therewith to deposit securities with and transfer title to any
               protective or other committee under such terms as the Trustee may
               deem advisable; to exercise or sell stock subscriptions or
               conversion rights; and, regardless of any limitation elsewhere in
               this instrument relative to investment by the Trustee, to accept
               and retain as an investment any securities or other property
               received through the exercise of any of the foregoing powers;

       (e)     To hold in cash, without liability for interest, such portion of
               the Trust Fund which, in its discretion, shall be reasonable
               under the circumstances, pending investments, or payment of
               expenses, or the distribution of benefits;

       (f)     To take such actions as may be necessary or desirable to protect
               the Trust Fund from loss due to the default on mortgages held in
               the Trust including the appointment of agents or trustees in such
               other jurisdictions as may seem desirable, to transfer property
               to such agents or trustees, to grant such powers as are necessary
               or desirable to protect the Trust or its assets, to direct such
               agents or trustees, or to delegate such power to direct, and to
               remove such agents or trustees;

                                       -4-
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       (g)     To employ such agents including custodians and counsel as may be
               reasonably necessary and to pay them reasonable compensation; to
               settle, compromise or abandon all claims and demands in favor of
               or against the Trust assets;

       (h)     To cause title to property of the Trust to be issued, held or
               registered in the individual name of the Trustee, or in the name
               of its nominee(s) or agents, or in such form that title will pass
               by delivery;

       (i)     To exercise all of the further rights, powers, options and
               privileges granted, provided for, or vested in trustees generally
               under the laws of the State whose laws are applicable to this
               Trust Agreement, as provided in Section 10.5 below, so that the
               powers conferred upon the Trustee herein shall not be in
               limitation of any authority conferred by law, but shall be in
               addition thereto;

       (j)     To borrow money from any source (including the Trustee) and to
               execute promissory notes, mortgages or other obligations and to
               pledge or mortgage any Trust assets as security;

       (k)     To lend certificates representing stocks, bonds, or other
               securities to any brokerage or other firm selected by the
               Trustee;

       (l)     To institute, compromise and defend actions and proceedings; to
               pay or contest any claim; to settle a claim by or against the
               Trustee by compromise, arbitration, or otherwise; to release, in
               whole or in part, any claim belonging to the Trust to the extent
               that the claim is uncollectible;

       (m)     To use securities depositories or custodians and to allow such
               securities as may be held by a depository or custodian to be
               registered in the name of such depository or its nominee or in
               the name of such custodian or its nominee;

       (n)     To invest the Trust Fund from time to time in one or more
               investment funds, which funds shall be registered under the
               Investment Company Act of 1940; and

       (o)     To do all other acts necessary or desirable for the proper
               administration of the Trust Fund, as if the Trustee were the
               absolute owner thereof.

       However, nothing in this section shall be construed to mean the Trustee
       assumes any responsibility for the performance of any investment made by
       the Trustee in its capacity as trustee under the operation of this Trust
       Agreement. Notwithstanding any powers granted to the Trustee pursuant to
       this Trust Agreement or to applicable law, the Trustee shall not have any
       power that could give this Trust the objective of carrying on a business
       and dividing the gains therefrom, within the meaning of section
       301.7701-2 of the Procedure and Administrative Regulations promulgated
       pursuant to the Code.

3.3    SECURITIES. Voting or other rights in securities shall be exercised by
       the person or entity responsible for directing such investments, and the
       Trustee shall have no duty to exercise voting or proxy or other rights
       relating to any investment managed or directed by the Committee. If any
       foreign securities are purchased pursuant to the direction of the

                                       -5-
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       Committee, it shall be the responsibility of the person or entity
       responsible for directing such investments to advise the Trustee in
       writing of any laws or regulations, either foreign or domestic, that
       apply to such foreign securities or to the receipt of dividends or
       interest on such securities.

3.4    SUBSTITUTION. Notwithstanding any provision of the Plan or the Trust to
       the contrary, the Company shall at all times have the power to reacquire
       the Trust Fund by substituting readily marketable securities (other than
       stock, a debt obligation or other security issued by the Company) and/or
       cash of an equivalent value as determined by the Trustee in its sole and
       absolute discretion and such other property shall, following such
       substitution, constitute the Trust Fund.

3.5    DISTRIBUTIONS.

       (a)     The establishment of the Trust and the payment or delivery to the
               Trustee of money or other property shall not vest in any
               Participant or Beneficiary any right, title, or interest in and
               to any assets of the Trust. To the extent that any Participant or
               Beneficiary acquires the right to receive payments under any of
               the Plan, such right shall be no greater than the right of an
               unsecured general creditor of the Company and such Participant or
               Beneficiary shall have only the unsecured promise of the Company
               that such payments shall be made.

       (b)     Concurrent with the establishment of this Trust, the Company
               shall deliver to the Trustee a schedule (the "Payment Schedule")
               that indicates the amounts payable in respect of each Participant
               (and his or her Beneficiaries), provides a formula or formulas or
               other instructions acceptable to the Trustee for determining the
               amounts so payable, specifies the form in which such amount is to
               be paid (as provided for or available under the Plan), and the
               time of commencement for payment of such amounts. The Payment
               Schedule shall be updated from time to time as is necessary.
               Except as otherwise provided herein, the Trustee shall make
               payments to the Participants and their Beneficiaries in
               accordance with such Payment Schedule. The Trustee, at the
               direction of the Committee, may make any distribution required to
               be made by it hereunder by delivering:

               (i)    Its check payable to the person to whom such distribution
                      is to be made, to such person; or

               (ii)   Its check payable to an insurer for the benefit of such
                      person, to the insurer; or

               (iii)  Contracts held on the life of the Participant to whom or
                      with respect to whom the distribution is being made, to
                      the Participant or Beneficiary; or

               (iv)   If a distribution is being made, in whole or in part, of
                      other assets, assignments or other appropriate documents
                      or certificates necessary to effect a transfer of title,
                      to the Participant or Beneficiary.

                                       -6-
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       (c)     If the principal of the Trust, and any earnings thereon, are not
               sufficient to make payments of benefits in accordance with the
               terms of the Plan, the Company shall make the balance of each
               such payment as it falls due. The Trustee shall notify the
               Company when principal and earnings are not sufficient.

       (d)     The Company may make payment of benefits directly to Participants
               or their Beneficiaries as they become due under the terms of the
               Plan. The Company shall notify the Trustee of its decision to
               make payment of benefits directly prior to the time amounts are
               payable to Participants or their Beneficiaries.

       (e)     Notwithstanding anything contained in this Trust Agreement to the
               contrary, if at any time the Trust is finally determined by the
               Internal Revenue Service not to be a "grantor trust" with the
               result that the income of the Trust Fund is not treated as income
               of the Company pursuant to Sections 671 through 679 of the Code
               or if a tax is finally determined by the Internal Revenue Service
               to be payable by one or more Participants or Beneficiaries with
               respect to any interest in the Plan or the Trust Fund prior to
               payment of such interest to any such Participant or Beneficiary,
               the Trustee shall immediately determine each Participant's share
               of the Trust Fund in accordance with the Plan, and the Trustee
               shall immediately distribute such share in a lump sum to each
               Participant or Beneficiary entitled thereto, regardless of
               whether such Participant's employment has terminated (provided
               such Participant has a vested interest in his or her accrued
               benefits under the Plan) and regardless of form and time of
               payments specified in or pursuant to the Plan. Any remaining
               assets (less any expenses or costs due under Sections 3.7 and 3.8
               of this Trust Agreement) shall then be paid by the Trustee to the
               Company in such amounts, and in the manner instructed by the
               Committee. If the value of the Trust Fund is less than the
               benefit obligations under the Plan, the foregoing described
               distributions will be limited to a Participant's share of the
               Trust Fund, determined by allocating assets to the Participant
               based on the ratio of the Participant's benefit obligations under
               the Plan to the total benefit obligations under the Plan. The
               Trustee shall rely solely on the directions of the Committee with
               respect to the occurrence of the foregoing events and the
               resulting distributions to be made, and the Trustee shall not be
               responsible for any failure to act in the absence of such
               direction.

       (f)     The Trustee shall make provision for the reporting and
               withholding of any federal, state or local taxes that may be
               required to be withheld with respect to the payment of benefits
               pursuant to the terms of the Plan and shall pay amounts withheld
               to the appropriate taxing authorities or determine that such
               amounts have been reported, withheld and paid by the Company.

       (g)     Payments by the Trustee shall be delivered or mailed to addresses
               supplied by the Committee and the Trustee's obligation to make
               such payments shall be satisfied upon such delivery or mailing.
               The Trustee shall have no obligation to determine the identity of
               persons entitled to benefits or their mailing addresses.

                                       -7-
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       (h)     The entitlement of a Participant or his or her Beneficiaries to
               benefits under the Plan shall be determined by the Company or
               such party as it shall designate under the Plan, and any claim
               for such benefits shall be considered and reviewed under the
               procedures set out in the Plan.

3.6    TRUSTEE RESPONSIBILITY REGARDING PAYMENTS ON INSOLVENCY.

       (a)     The Trustee shall cease payment of benefits to Participants and
               their Beneficiaries if the Company is Insolvent. The Company
               shall be considered "Insolvent" for purposes of this Trust
               Agreement if:

               (i)    the Company is unable to pay its debts as they become due,
                      or

               (ii)   the Company is subject to a pending proceeding as a debtor
                      under the United States Bankruptcy Code.

       (b)     At all times during the continuance of this Trust, as provided in
               Section 1.3 above, the principal and income of the Trust shall be
               subject to claims of the general creditors of the Company under
               federal and state law as set forth below:

               (i)    The Board and the CEO of the Company shall have the duty
                      to inform the Trustee in writing of the Company's
                      Insolvency. If a person claiming to be a creditor of the
                      Company alleges in writing to the Trustee that the Company
                      has become Insolvent, the Trustee shall determine whether
                      the Company is Insolvent and, pending such determination,
                      the Trustee shall discontinue payment of benefits to the
                      Participants or their Beneficiaries, or on their behalf to
                      the 401(k) Trust. The Trustee may conclusively rely on any
                      determination it receives from the Board or the CEO of the
                      Company with respect to the Insolvency of the Company.

               (ii)   Unless the Trustee has actual knowledge of the Company's
                      Insolvency, or has received notice from the Company, or a
                      person claiming to be a creditor alleging that the Company
                      is Insolvent, the Trustee shall have no duty to inquire
                      whether the Company is Insolvent. The Trustee may in all
                      events rely on such evidence concerning the Company's
                      solvency as may be furnished to the Trustee and that
                      provides the Trustee with a reasonable basis for making a
                      determination concerning the Company's solvency. In this
                      regard, the Trustee may rely upon a letter from the
                      Company's auditors as to the Company's financial status.

               (iii)  If at any time the Trustee has determined that the Company
                      is Insolvent, the Trustee shall discontinue payments to
                      the Participants or their Beneficiaries and shall hold the
                      assets of the Trust for the benefit of the Company's
                      general creditors. Nothing in this Trust Agreement shall
                      in any way diminish any rights of Participants or their
                      Beneficiaries to pursue their rights as general creditors
                      of the Company with respect to benefits due under the Plan
                      or otherwise.

                                       -8-
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               (iv)   The Trustee shall resume the payment of benefits to
                      Participants or their Beneficiaries in accordance with
                      this Article 3 of this Trust Agreement only after the
                      Trustee has determined that the Company is not Insolvent
                      (or is no longer Insolvent).

       (c)     Provided that there are sufficient assets, if the Trustee
               discontinues the payment of benefits from the Trust pursuant to
               Section 3.6(b) hereof and subsequently resumes such payments, the
               first payment following such discontinuance shall include the
               aggregate amount of all payments due to Participants or their
               Beneficiaries under the terms of the Plan for the period of such
               discontinuance, less the aggregate amount of any payments made to
               Participants or their Beneficiaries by the Company in lieu of the
               payments provided for hereunder during any such period of
               discontinuance. The Committee shall instruct the Trustee as to
               such amounts.

3.7    COSTS OF ADMINISTRATION. The Trustee is authorized to incur reasonable
       obligations in connection with the administration of the Trust, including
       attorneys' fees, Administrator fees, other administrative fees and
       appraisal fees, provided however, that attorneys' fees shall be as
       authorized and approved by the Company. Such obligations shall be paid by
       the Company. The Trustee is authorized to pay such amounts from the Trust
       Fund if the Company fails to pay them within sixty (60) days of
       presentation of a statement of the amounts due.

3.8    TRUSTEE COMPENSATION AND EXPENSES. The Trustee shall be entitled to
       reasonable compensation for its services as from time to time agreed upon
       between the Trustee and the Company as set forth in Exhibit A, hereunder.
       If the Trustee and the Company fail to agree upon a compensation, the
       Trustee shall be entitled to compensation at a rate equal to the rate
       charged by the Trustee for similar services rendered by it during the
       current fiscal year for other trusts similar to this Trust. Subject to
       Section 3.7, the Trustee shall be entitled to reimbursement for expenses
       incurred by it in the performance of its duties as the Trustee, including
       reasonable fees for legal counsel. The Trustee's compensation and
       expenses shall be paid by the Company. The Trustee is authorized to
       withdraw such amounts from the Trust Fund if the Company fail to pay them
       within sixty (60) days of presentation of a statement of the amounts due.

3.9    PROFESSIONAL ADVICE. The Company specifically acknowledge that the
       Trustee and/or the Administrator may find it desirable or expedient to
       retain legal counsel (who may also be legal counsel for the Company
       generally) or other professional advisors to advise it in connection with
       the exercise of any duty under this Trust Agreement, including, but not
       limited to, any matter relating to or following the Insolvency of the
       Company. The Trustee and/or Administrator shall be fully protected in
       acting upon the advice of such legal counsel or advisors.

3.10   PAYMENT ON COURT ORDER. To the extent permitted by law, the Trustee is
       authorized to make any payments directed by court order in any action in
       which the Trustee has been named as a party. The Trustee is not obligated
       to defend actions in which the Trustee is named, but shall notify the
       Company or Committee of any such action and may tender

                                       -9-
<Page>

       defense of the action to the Company, Committee, Participant or
       Beneficiary whose interest is affected. Subject to Section 3.7, the
       Trustee may in its discretion defend any action in which the Trustee is
       named, and any expenses incurred by the Trustee shall be paid by the
       Company. The Trustee is authorized to pay such amounts from the Trust
       Fund if the Company fails to pay them within sixty (60) days of
       presentation of a statement of the amounts due.

3.11   PROTECTIVE PROVISIONS. Notwithstanding any other provision contained in
       this Trust Agreement to the contrary, the Trustee shall have no
       obligation to (i) determine the existence of any conversion, redemption,
       exchange, subscription or other right relating to any securities
       purchased of which notice was given prior to the purchase of such
       securities and shall have no obligation to exercise any such right unless
       the Trustee is advised in writing by the Committee both of the existence
       of the right and the desired exercise thereof within a reasonable time
       prior to the expiration of the right to exercise, or (ii) advance any
       funds to the Trust. Furthermore, the Trustee is not a party to the Plan.

3.12   INDEMNIFICATIONS.

       (a)     The Company shall indemnify and hold the Trustee harmless from
               and against all loss or liability (including expenses and
               reasonable attorneys' fees) to which it may be subject by reason
               of its execution of its duties under this Trust, or by reason of
               any acts taken in good faith in accordance with any directions,
               or acts omitted in good faith due to absence of directions, from
               the Company, the Committee or a Participant, unless such loss or
               liability is due to the Trustee's gross negligence or willful
               misconduct. The indemnity described herein shall be provided by
               the Company.

       (b)     In the event that the Trustee is named as a defendant in a
               lawsuit or proceeding involving one or more of the Plan or the
               Trust Fund, the Trustee shall be entitled to receive on a current
               basis the indemnity payments provided for in this Section,
               provided however that if the final judgment entered in the
               lawsuit or proceeding holds that the Trustee is guilty of gross
               negligence or willful misconduct with respect to the Trust Fund,
               the Trustee shall be required to refund the indemnity payments
               that it has received.

       (c)     The Company shall indemnify and hold the Administrator harmless
               from and against all loss or liability (including expenses and
               reasonable attorneys' fees) to which it may be subject by reason
               of its execution of its duties under this Trust, or by reason of
               any acts taken in good faith in accordance with any directions,
               or acts omitted in good faith due to absence of directions, from
               the Company, the Committee or a Participant, unless such loss or
               liability is due to the Administrator's gross negligence or
               willful misconduct. The indemnity described herein shall be
               provided by the Company.

       (d)     In the event that the Administrator is named as a defendant in a
               lawsuit or proceeding involving the Plan or the Trust Fund, the
               Administrator shall be entitled to receive on a current basis the
               indemnity payments provided for in this

                                      -10-
<Page>

               Section, provided however that if the final judgment entered in
               the lawsuit or proceeding holds that the Administrator is guilty
               of gross negligence or willful misconduct with respect to its
               duties under the Plan or the Trust, the Administrator shall be
               required to refund the indemnity payments that it has received.

       (e)     All releases and indemnities provided in this Trust Agreement
               shall survive the termination of this Trust Agreement.

                                    ARTICLE 4
                               INSURANCE CONTRACTS

4.1    TYPES OF CONTRACTS. To the extent that the Trustee is directed by the
       Committee to invest part or all of the Trust Fund in insurance contracts,
       the type and amount thereof shall be specified by the Committee. The
       Trustee shall be under no duty to make inquiry as to the propriety of the
       type or amount so specified.

4.2    OWNERSHIP. Each insurance contract issued shall provide that the Trustee
       shall be the owner thereof with the power to exercise all rights,
       privileges, options and elections granted by or permitted under such
       contract or under the rules of the insurer. The exercise by the Trustee
       of any incidents of ownership under any contract shall be subject to the
       direction of the Committee.

4.3    RESTRICTIONS ON TRUSTEE'S RIGHTS. The Trustee shall have no power to name
       a beneficiary of the policy other than the Trust, to assign the policy
       (as distinct from conversion of the policy to a different form) other
       than to a successor Trustee, or to loan to any person the proceeds of any
       borrowing against such policy. Despite the foregoing, the Trustee may if
       directed (i) loan to the Company the proceeds of any borrowing against an
       insurance policy held in the Trust Fund or (ii) assign all, or any
       portion, of a policy to the Company if under other provisions of this
       Trust Agreement the Company is entitled to receive assets from the Trust.

4.4    TRUSTEE'S DUTIES. The Trustee shall have no duty or obligation with
       respect to any insurance policy held by the Trust except the safekeeping
       of the policy, until, in accordance with directions received by the
       Trustee from the Committee, (i) the policy becomes due and payable upon
       the death of the insured to the Trust, as beneficiary under the policy,
       and the proceeds thereof become distributable from the Trust, or (ii) the
       policy is terminated or there is a withdrawal or loan from the policy or
       the policy is distributed in kind. The Trustee shall have not
       responsibility for the validity of any insurance policy held by the
       Trust, nor shall the Trustee be liable for the performance or financial
       strength of any insurance company issuing any such policy. The Trustee
       shall assume no responsibility for the ongoing performance or performance
       rating of any insurance policy held by the Trust or any insurance company
       issuing any such policy.

                                      -11-
<Page>

                                    ARTICLE 5
                               TRUSTEE'S ACCOUNTS

5.1    RECORDS. The Trustee shall maintain accurate records and detailed
       accounts of all investments, receipts, disbursements and other
       transactions hereunder. Such records shall be available at all reasonable
       times for inspection by the Company or its authorized representative. The
       Trustee, at the direction of the Committee, shall submit to the Committee
       and to any insurer such valuations, reports or other information as the
       Committee may reasonably require and, in the absence of fraud or bad
       faith, the valuation of the Trust Fund by the Trustee shall be
       conclusive.

5.2    ANNUAL ACCOUNTING; FINAL ACCOUNTING.

       (a)     Within sixty (60) days following the end of each Plan Year and
               within sixty (60) days after the removal or resignation of the
               Trustee or the termination of the Trust, the Trustee shall file
               with the Committee a written account setting forth a description
               of all properties purchased and sold, all receipts, disbursements
               and other transactions effected by it during the Plan Year or, in
               the case of removal, resignation or termination, since the close
               of the previous Plan Year, and listing the properties held in the
               Trust Fund as of the last day of the Plan Year or other period
               and indicating their values. Such values shall be either cost or
               market as directed by the Committee in accordance with the terms
               of the Plan.

       (b)     The Committee may approve such account either by written notice
               of approval delivered to the Trustee or by its failure to express
               written objection to such account delivered to the Trustee within
               sixty (60) days after the date of which such account was
               delivered to the Committee.

       (c)     The approval by the Committee of an accounting shall be binding
               as to all matters embraced in such accounting on all parties to
               this Trust Agreement and on all Participants and Beneficiaries,
               to the same extent as if such accounting had been settled by a
               judgment or decree of a court of competent jurisdiction in which
               the Trustee, the Committee, the Company and all persons having or
               claiming any interest in the Plan or the Trust Fund were made
               parties.

       (d)     Despite the foregoing, nothing contained in this Trust Agreement
               shall deprive the Trustee of the right to have an accounting
               judicially settled, if the Trustee, in the Trustee's sole
               discretion, desires such a settlement.

5.3    VALUATION. The assets of the Trust Fund shall be valued at their
       respective fair market values on the date of valuation, as determined by
       the Trustee based upon such sources of information as it may deem
       reliable, including, but not limited to, stock market quotations,
       statistical valuation services, newspapers of general circulation,
       financial publications, advice from investment counselors, brokerage
       firms or insurance companies, or any combination of sources. The
       Committee shall instruct the Trustee as to the value of assets for which
       market values are not readily obtainable by the Trustee. If the Committee
       fails to provide such values, the Trustee may take whatever action it

                                      -12-
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       deems reasonable, including employment of attorneys, appraisers, life
       insurance companies or other professionals, the expense of which shall be
       an expense of administration of the Trust Fund and payable by the
       Company. The Trustee may rely upon information from the Company, the
       Committee, appraisers or other sources and shall not incur any liability
       for an inaccurate valuation based in good faith upon such information.

5.4    DELEGATION OF DUTIES. The Company or the Committee, or both, may at any
       time employ the Trustee as their agent to perform any act, keep any
       records or accounts and make any computations that are required of the
       Company or the Committee by this Trust Agreement or the Plan. The Trustee
       may be compensated for such employment and such employment shall not be
       deemed to be contrary to the Trust. Nothing done by the Trustee as such
       agent shall change or increase its responsibility or liability as Trustee
       hereunder.

                                    ARTICLE 6
                        RESIGNATION OR REMOVAL OF TRUSTEE

6.1    RESIGNATION; REMOVAL. The Trustee may resign at any time by written
       notice to the Company, which shall be effective sixty (60) days after
       receipt of such notice unless the Company and the Trustee agree
       otherwise. The Trustee may be removed by the Company on sixty (60) days
       notice or upon shorter notice accepted by the Trustee.

6.2    SUCCESSOR TRUSTEE. If the Trustee resigns or is removed, a successor
       shall be appointed by the Company, in accordance with this Section, by
       the effective date of the resignation or removal under Section 6.1 above.
       The successor shall be a bank, trust company, or similar independent
       third party that is granted corporate trustee powers under state law. If
       no such appointment has been made, the Trustee may apply to a court of
       competent jurisdiction for appointment of a successor or for
       instructions. All expenses of the Trustee in connection with the
       proceeding shall be allowed as administrative expenses of the Trust.

6.3    SETTLEMENT OF ACCOUNTS. Upon resignation or removal of the Trustee and
       appointment of a successor Trustee, all assets shall subsequently be
       transferred to the successor Trustee. The transfer shall be completed
       within ninety (90) days after receipt of notice of resignation, removal
       or transfer, unless the Company extends the time limit. Upon the transfer
       of the assets, the successor Trustee shall succeed to all of the powers
       and duties given to the Trustee in this Trust Agreement. The resigning or
       removed Trustee shall render to the Committee an account in the form and
       manner and at the time prescribed in Section 5.2. The approval of such
       accounting and discharge of the Trustee shall be as provided in such
       Section.

                                    ARTICLE 7
                    CONTROVERSIES, LEGAL ACTIONS AND COUNSEL

7.1    CONTROVERSY. If any controversy arises with respect to the Trust, the
       Trustee shall take action as directed by the Committee or, in the absence
       of such direction, as it deems

                                      -13-
<Page>

       advisable, whether by legal proceedings, compromise or otherwise. The
       Trustee may retain the funds or property involved without liability
       pending settlement of the controversy. The Trustee shall be under no
       obligation to take any legal action of whatever nature unless there shall
       be sufficient property in the Trust to indemnify the Trustee with respect
       to any expenses or losses to which it may be subjected.

7.2    JOINDER OF PARTIES. In any action or other judicial proceedings affecting
       the Trust, it shall be necessary to join as parties the Trustee, the
       Committee and the Company. No Participant or other person shall be
       entitled to any notice or service of process. Any judgment entered in
       such a proceeding or action shall be binding on all persons claiming
       under the Trust. Nothing in this Trust Agreement shall be construed as to
       deprive a Participant or Beneficiary of his or her right to seek
       adjudication of his or her rights by administrative process or by a court
       of competent jurisdiction.

7.3    EMPLOYMENT OF COUNSEL. The Trustee may consult with legal counsel (who
       may be counsel for the Company) and shall be fully protected with respect
       to any action taken or omitted by it in good faith pursuant to the advice
       of counsel.

                                    ARTICLE 8
                                    INSURERS

8.1    INSURER NOT A PARTY. No insurer shall be deemed to be a party to the
       Trust and an insurer's obligations shall be measured and determined
       solely by the terms of contracts and other agreements executed by it.

8.2    AUTHORITY OF TRUSTEE. An insurer shall accept the signature of the
       Trustee to any documents or papers executed in connection with such
       contracts. The signature of the Trustee shall be conclusive proof to the
       insurer that the person on whose life an application is being made is
       eligible to have a contract issued on his or her life and is eligible for
       a contract of the type and amount requested.

8.3    CONTRACT OWNERSHIP. An insurer shall deal with the Trustee as the sole
       and absolute owner of any insurance contracts and shall have no
       obligation to inquire whether any action or failure to act on the part of
       the Trustee is in accordance with or authorized by the terms of the Plan
       or this Trust Agreement.

8.4    LIMITATION OF LIABILITY. An insurer shall be fully discharged from any
       and all liability for any action taken or any amount paid in accordance
       with the direction of the Trustee and shall have no obligation to see to
       the proper application of the amounts so paid. An insurer shall have no
       liability for the operation of the Trust or the Plan, whether or not in
       accordance with their terms and provisions.

8.5    CHANGE OF TRUSTEE. An insurer shall be fully discharged from any and all
       liability for dealing with a party or parties indicated on its records to
       be the Trustee until such time as it shall receive at its home office
       written notice of the appointment and qualification of a successor
       Trustee.

                                      -14-
<Page>

                                    ARTICLE 9
                            AMENDMENT AND TERMINATION

9.1    AMENDMENT. Subject to the limitations set forth in this Section 9.1, this
       Trust Agreement may be amended by a written instrument executed by the
       Trustee and the Company. Notwithstanding the foregoing, no such amendment
       shall conflict with the terms of the Plan or shall make the Trust
       revocable after it has become irrevocable in accordance with Section 1.3
       above. Any amendment, change or modification shall be subject to the
       following rules:

       (a)     GENERAL RULE. Subject to Sections 9.1(b), (c) and (d) below and
               Section 9.3, this Trust Agreement may be amended:

               (i)    By the Company and the Trustee, provided, however, that if
                      an amendment would in any way adversely affect the rights
                      accrued under the Plan in the Trust Fund by any
                      Participant or Beneficiary, each and every Participant and
                      Beneficiary whose rights in the Trust Fund would be
                      adversely affected must consent to the amendment before
                      this Trust Agreement may be so amended; and

               (ii)   By the Company and the Trustee as may be necessary to
                      comply with laws which would otherwise render the Trust
                      void, voidable or invalid in whole or in part.

       (b)     LIMITATION. Notwithstanding that an amendment may be permissible
               under Section 9.1(a) above, this Trust Agreement shall not be
               amended by an amendment that would:

               (i)    Cause any of the assets of the Trust to be used for or
                      diverted to purposes other than for the exclusive benefit
                      of Participants and Beneficiaries as set forth in the
                      Plan, except as is required to satisfy the claims of the
                      Company's general creditors; or

               (ii)   Be inconsistent with the terms of the Plan, including the
                      terms of the Plan regarding termination, amendment or
                      modification of the Plan.

       (c)     WRITING AND CONSENT. Any amendment to this Trust Agreement shall
               be set forth in writing and signed by the Company and the Trustee
               and, if consent of any Participant or Beneficiary is required
               under Section 9.1(a), the Participant or Beneficiary whose
               consent is required. Any amendment may be current, retroactive or
               prospective, in each case as provided therein.

       (d)     THE COMPANY AND TRUSTEE. In connection with the exercise of the
               rights under this Section 9.1, the Trustee shall have no
               responsibility to determine whether any proposed amendment
               complies with the terms and conditions set forth in Sections
               9.1(a) and (b) above and may conclusively rely on the directions
               of the Committee with respect thereto.

                                      -15-
<Page>

       (e)     TAXATION. This Trust Agreement shall not be amended, altered,
               changed or modified in a manner that would cause the Participants
               and/or Beneficiaries under the Plan to be taxed on the benefits
               under the Plan in a year other than the year of actual receipt of
               benefits.

9.2    FINAL TERMINATION. The Trust shall not terminate until the date on which
       Participants and their Beneficiaries are no longer entitled to benefits
       pursuant to the terms of the Plan, and on such date the Trust shall
       terminate. Upon termination of the Trust, any assets remaining in the
       Trust shall be returned to the Company. Such remaining assets shall be
       paid by the Trustee to the Company in such amounts and in the manner
       instructed by the Company, whereupon the Trustee shall be released and
       discharged from all obligations hereunder. From and after the date of
       termination and until final distribution of the Trust Fund, the Trustee
       shall continue to have all of the powers provided herein as are necessary
       or expedient for the orderly liquidation and distribution of the Trust
       Fund.

9.3    FAIL SAFE PROVISION

       (a)     OPERATION. This Section 9.3 shall become operative upon the
               enactment of any change in applicable statutory law or the
               promulgation by the Internal Revenue service of a final
               regulation or other pronouncement having the force of law, which
               statutory law, as changed, or final regulation or pronouncement,
               as promulgated, would cause any Participant to include in his or
               her federal gross income amounts accrued by the Participant under
               the Plan on a date (an "Early Taxation Event") prior to the date
               on which benefits are made available to him or her hereunder due
               to the existence of this Trust. This Section 9.3 shall become
               effective on the date this Section 9.3 is executed (the
               "Amendment Effective Date") and shall not impact any assets of
               the Trust Fund contributed under this Trust prior to the
               Amendment Effective Date.

       (b)     REVOCABILITY. Notwithstanding any other Section of this Trust
               Agreement to the contrary, as of an Early Taxation Event, the
               Company and its creditors shall have access to the Trust Fund to
               the extent, and only to the extent, required to prevent the
               Participant from being required to include in his or her federal
               gross income amounts accrued by the Participant under the Plan
               and for which amounts are held in the Trust prior to the date on
               which benefits are made available to him or her hereunder. Upon
               the occurrence of an Early Taxation Event, the Trustee shall
               separately account for the assets of the Trust Fund that were
               contributed to the Trust Fund on and after the Amendment
               Effective Date or, if later, on or after the date on which the
               making of contributions under this Trust would require taxation
               to a Participant, and earnings on such contributions. The portion
               of the Trust Fund held prior to such date shall not be impacted
               by this Section 9.3. If the law only impacts a Participant who
               has a certain status with respect to the Company, this Section
               9.3 shall apply only to amounts identified by the Company in
               writing to the Trustee as are intended by the Company to be
               attributable to Participants in the impacted class.

                                      -16-
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                                   ARTICLE 10
                                  MISCELLANEOUS

10.1   TAXES. The Company shall from time to time pay taxes of any and all kinds
       whatsoever that at any time are lawfully levied or assessed upon or
       become payable in respect of the Trust Fund, the income or any property
       forming a part thereof, or any security transaction pertaining thereto.
       To the extent that any taxes lawfully levied or assessed upon the Trust
       Fund are not paid by the Company, the Trustee shall have the power to pay
       such taxes out of the Trust Fund and shall seek reimbursement from the
       Company. Prior to making any payment, the Trustee may require such
       releases or other documents from any lawful taxing authority as it shall
       deem necessary. The Trustee shall contest the validity of taxes in any
       manner deemed appropriate by the Company or its counsel, but at the
       Company's expense, and only if it has received an indemnity bond or other
       security satisfactory to it to pay any such expenses. The Trustee (i)
       shall not be liable for any nonpayment of tax when it distributes an
       interest hereunder on directions from the Committee, and (ii) shall have
       no obligation to prepare or file any tax return on behalf of the Trust
       Fund, any such return being the sole responsibility of the Committee. The
       Trustee shall cooperate with the Committee in connection with the
       preparation and filing of any such return.

10.2   THIRD PERSONS. All persons dealing with the Trustee are released from
       inquiring into the decisions or authority of the Trustee and from seeing
       to the application of any moneys, securities or other property paid or
       delivered to the Trustee.

10.3   NONASSIGNABILITY; NONALIENATION. Benefits payable to Participants and
       their Beneficiaries under this Trust Agreement may not be anticipated,
       assigned (either at law or in equity), alienated, pledged, encumbered or
       subjected to attachment, garnishment, levy, execution or other legal or
       equitable process.

10.4   THE PLAN. The Trust and the Plan are parts of a single, integrated
       employee benefit plan system and shall be construed together. In the
       event of any conflict between the terms of this Trust Agreement and the
       agreement that constitutes the Plan, such conflict shall be resolved in
       favor of this Trust Agreement.

10.5   APPLICABLE LAW. Except to the extent, if any, preempted by ERISA, this
       Trust Agreement shall be governed by and construed in accordance with the
       internal laws of Massachusetts. Any provision of this Trust Agreement
       prohibited by law shall be ineffective to the extent of any such
       prohibition, without invalidating the remaining provisions hereof.

10.6   NOTICES AND DIRECTIONS. Whenever a notice or direction is given by the
       Committee to the Trustee, it shall be in the form required by Section
       2.1. Actions by the Company shall be by the Board or a duly authorized
       officer, with such actions certified to the Trustee by an appropriately
       certified copy of the action taken. The Trustee shall be protected in
       acting upon any such notice, resolution, order, certificate or other
       communication believed by it to be genuine and to have been signed by the
       proper party or parties.

                                      -17-
<Page>

10.7   SUCCESSORS AND ASSIGNS. This Trust Agreement shall be binding upon and
       inure to the benefit of the Company and the Trustee and their respective
       successors and assigns.

10.8   GENDER AND NUMBER. Words used in the masculine shall apply to the
       feminine where applicable, and when the context requires, the plural
       shall be read as the singular and the singular as the plural.

10.9   HEADINGS. Headings in this Trust Agreement are inserted for convenience
       of reference only and any conflict between such headings and the text
       shall be resolved in favor of the text.

10.10  COUNTERPARTS. This Trust Agreement may be executed in an original and any
       number of counterparts, each of which shall be deemed to be an original
       of one and the same instrument.

10.11  BENEFICIAL INTEREST. The Company is the true beneficiary hereunder in
       that the payment of benefits, directly or indirectly to or for a
       Participant or Beneficiary by the Trustee, is in satisfaction of the
       Company's liability therefore under the Plan. Nothing in this Trust
       Agreement shall establish any beneficial interest in any person other
       than the Company.

10.12  THE TRUST AND PLAN. This Trust, the Plan and each Participant's Plan
       Agreement are part of and constitute a single, integrated employee
       benefit plan and trust, shall be construed together as the entire
       agreement between the Company, the Trustee, the Participants and the
       Beneficiaries with regard to the subject matter thereof, and shall
       supersede all previous negotiations, agreements and commitments with
       respect thereto.

10.13  EFFECTIVE DATE. The effective date of this Trust Agreement, as amended
       and restated, shall be January 1, 2003.

       IN WITNESS WHEREOF, the Company and the Trustee have signed this Trust
Agreement as of the date first written above.


TRUSTEE:                                     THE COMPANY:


Eastern Bank & Trust Co.                     The J. Jill Group, Inc.


By: /s/ Thomas A. Nussbaum                    By: /s/ Olga L. Conley
   -------------------------------               -------------------------------

Title: Vice President                        Title: Chief Financial Officer
      ---------------------------                  -----------------------------

                                      -18-