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                                                                   EXHIBIT 10.12

                           DEFERRED COMPENSATION PLAN

THE J. JILL GROUP, INC.
TRUST AGREEMENT
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                                 TRUST AGREEMENT

                                TABLE OF CONTENTS

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<Caption>
ARTICLE                                                                                                    PAGE
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<S>              <C>                                                                                         <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      ADDITIONAL 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....................................................................4
        3.3      SECURITIES...................................................................................6
        3.4      SUBSTITUTION.................................................................................6
        3.5      DISTRIBUTIONS................................................................................7
        3.6      TRUSTEE RESPONSIBILITY REGARDING PAYMENTS ON INSOLVENCY......................................9
        3.7      COSTS OF ADMINISTRATION.....................................................................10
        3.8      TRUSTEE COMPENSATION AND EXPENSES...........................................................11
        3.9      PROFESSIONAL ADVICE.........................................................................11
        3.10     PAYMENT ON COURT ORDER......................................................................11
        3.11     PROTECTIVE PROVISIONS.......................................................................11
        3.12     INDEMNIFICATIONS............................................................................12

ARTICLE 4        INSURANCE CONTRACTS.........................................................................13

        4.1      TYPES OF CONTRACTS..........................................................................13
        4.2      OWNERSHIP...................................................................................13
        4.3      RESTRICTIONS ON TRUSTEE'S RIGHTS............................................................13
        4.4      TRUSTEE'S DUTIES............................................................................13
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<S>              <C>                                                                                         <C>
ARTICLE 5        TRUSTEE'S ACCOUNTS..........................................................................13

        5.1      RECORDS.....................................................................................13
        5.2      ANNUAL ACCOUNTING; FINAL ACCOUNTING.........................................................14
        5.3      VALUATION...................................................................................14
        5.4      DELEGATION OF DUTIES........................................................................15

ARTICLE 6        RESIGNATION OR REMOVAL OF TRUSTEE...........................................................15

        6.1      RESIGNATION; REMOVAL........................................................................15
        6.2      SUCCESSOR TRUSTEE...........................................................................15
        6.3      SETTLEMENT OF ACCOUNTS......................................................................15

ARTICLE 7        CONTROVERSIES, LEGAL ACTIONS AND COUNSEL....................................................16

        7.1      CONTROVERSY.................................................................................16
        7.2      JOINDER OF PARTIES..........................................................................16
        7.3      EMPLOYMENT OF COUNSEL.......................................................................16

ARTICLE 8        INSURERS....................................................................................16

        8.1      INSURER NOT A PARTY.........................................................................16
        8.2      AUTHORITY OF TRUSTEE........................................................................16
        8.3      CONTRACT OWNERSHIP..........................................................................16
        8.4      LIMITATION OF LIABILITY.....................................................................17
        8.5      CHANGE OF TRUSTEE...........................................................................17

ARTICLE 9        AMENDMENT AND TERMINATION...................................................................17

        9.1      AMENDMENT...................................................................................17
        9.2      FINAL TERMINATION...........................................................................18

ARTICLE 10       MISCELLANEOUS...............................................................................18

        10.1     TAXES.......................................................................................18
        10.2     THIRD PERSONS...............................................................................19
        10.3     NONASSIGNABILITY; NONALIENATION.............................................................19
        10.4     THE PLANS...................................................................................19
        10.5     APPLICABLE LAW..............................................................................19
        10.6     NOTICES AND DIRECTIONS......................................................................19
        10.7     SUCCESSORS AND ASSIGNS......................................................................19
        10.8     GENDER AND NUMBER...........................................................................20
        10.9     HEADINGS....................................................................................20
        10.10    COUNTERPARTS................................................................................20
        10.11    BENEFICIAL INTEREST.........................................................................20
        10.12    THE TRUST AND PLANS.........................................................................20
        10.13    EFFECTIVE DATE..............................................................................20
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                                 TRUST AGREEMENT
                                       FOR
                             THE J. JILL GROUP, INC.
                           DEFERRED COMPENSATION PLAN

           THIS TRUST AGREEMENT ("Trust Agreement") is made and entered into
as of January 1, 2002, between The J. Jill Group, Inc. (the "Company") and
Eastern Bank & Trust Co. (the "Trustee"), 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 and 9.2, 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

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      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.

1.4   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, their Beneficiaries or the

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           trust established under the Company's 401(k) plan (the "401(k)
           Trust") 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.

2.2   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

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      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:

      (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

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           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;

      (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,

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           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
      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

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      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, or on their behalf to the 401(k) Trust, 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

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           (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.

      (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, or on their behalf to the 401(k) Trust, 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,
           or on their behalf to the 401(k) Trust.

      (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.

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      (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.

      (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.

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           (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, or on their behalf to the
                 401(k) Trust, 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.

           (iv)  The Trustee shall resume the payment of benefits to
                 Participants or their Beneficiaries, or on their behalf to the
                 401(k) Trust, 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, or on their behalf to the 401(k) Trust, 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, or on their behalf to the 401(k) Trust, 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

                                      -10-
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      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 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

                                      -11-
<Page>

      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 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.

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      (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.

                                      -13-
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                                    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.

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<Page>

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 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.

                                      -15-
<Page>

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 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.

                                      -16-
<Page>

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.

                                    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, 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

                                      -17-
<Page>

           (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.

      (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

                                      -18-
<Page>

      powers provided herein as are necessary or expedient for the orderly
      liquidation and distribution of the Trust Fund.

                                   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

                                      -19-
<Page>

      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.

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 shall be
      January 1, 2002.

                                      -20-
<Page>

      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/ Peter J. Tulp
    ----------------------              -----------------

Title: Vice President               Title: VP Finance, Corporate Controller

                                      -21-