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                                                                   EXHIBIT 10.11

                           DEFERRED COMPENSATION PLAN

THE J. JILL GROUP, INC.
PLAN DOCUMENT
--------------------------------------------------------------------------------


                            EFFECTIVE JANUARY 1, 2002


                               Copyright (c) 2001
                           by Westport Worldwide, LLC
                               All Rights Reserved

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                                TABLE OF CONTENTS

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<Caption>
                                                                                                         Page
                                                                                                         ----
<S>               <C>                                                                                      <C>
Purpose ..................................................................................................  1

ARTICLE 1         Definitions ............................................................................  1

ARTICLE 2         Selection, Enrollment, Eligibility .....................................................  8
     2.1          Eligibility ............................................................................  8
     2.2          Enrollment Requirements ................................................................  8
     2.3          Commencement of Participation ..........................................................  8
     2.4          Termination of Participation and/or Deferrals ..........................................  8

ARTICLE 3         Deferral Commitments, Company Contributions, Crediting, Taxes ..........................  9
     3.1          Minimum Deferral .......................................................................  9
     3.2          Maximum Deferral .......................................................................  9
     3.3          Election to Defer, Effect of Election Form ............................................. 10
     3.4          Withholding of Annual Deferral Amounts ................................................. 10
     3.5          Annual Company Contribution Amount ..................................................... 10
     3.6          Annual Company Matching Amount ......................................................... 11
     3.7          Investment of Trust Assets ............................................................. 11
     3.8          Vesting ................................................................................ 12
     3.9          Crediting, Debiting of Account Balances ................................................ 12
     3.10         FICA and Other Taxes ................................................................... 14
     3.11         Distributions .......................................................................... 15
     3.12         Mirror 401(k) Provisions ............................................................... 15

ARTICLE 4         Short-Term Payout, Unforeseeable Financial Emergencies, Withdrawal Election ............ 16
     4.1          Short-Term Payout ...................................................................... 16
     4.2          Other Benefits Take Precedence Over Short-Term Payout .................................. 16
     4.3          Withdrawal Payout, Suspensions for Unforeseeable Financial Emergencies ................. 17
     4.4          Withdrawal Election .................................................................... 17

ARTICLE 5         Retirement Benefit ..................................................................... 17
     5.1          Retirement Benefit ..................................................................... 17
     5.2          Payment of Retirement Benefit .......................................................... 18
     5.3          Death Prior to Completion of Retirement Benefit ........................................ 18
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<S>               <C>                                                                                      <C>
ARTICLE 6         Pre-Retirement Survivor Benefit ........................................................ 18
     6.1          Pre-Retirement Survivor Benefit ........................................................ 18
     6.2          Payment of Pre-Retirement Survivor Benefit ............................................. 18

ARTICLE 7         Termination Benefit, Change in Control Benefit ......................................... 19
     7.1          Termination Benefit .................................................................... 19
     7.2          Payment of Termination Benefit ......................................................... 19
     7.3          Change in Control Benefit .............................................................. 19

ARTICLE 8         Disability Waiver and Benefit .......................................................... 19
     8.1          Disability Waiver ...................................................................... 19
     8.2          Continued Eligibility, Disability Benefit .............................................. 20

ARTICLE 9         Beneficiary Designation ................................................................ 20
     9.1          Beneficiary ............................................................................ 20
     9.2          Beneficiary Designation, Change ........................................................ 20
     9.3          Acknowledgment ......................................................................... 21
     9.4          No Beneficiary Designation ............................................................. 21
     9.5          Doubt as to Beneficiary ................................................................ 21
     9.6          Discharge of Obligations ............................................................... 21

ARTICLE 10        Leave of Absence ....................................................................... 22
     10.1         Paid Leave of Absence .................................................................. 22
     10.2         Unpaid Leave of Absence ................................................................ 22

ARTICLE 11        Termination, Amendment or Modification ................................................. 22
     11.1         Termination ............................................................................ 22
     11.2         Amendment .............................................................................. 23
     11.3         Plan Agreement ......................................................................... 23
     11.4         Effect of Payment ...................................................................... 23
     11.5         Amendment to Ensure Proper Characterization of the Plan ................................ 23

ARTICLE 12        Administration ......................................................................... 24
     12.1         Committee Duties ....................................................................... 24
     12.2         Agents ................................................................................. 24
     12.3         Binding Effect of Decisions ............................................................ 24
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<S>               <C>                                                                                      <C>
     12.4         Indemnity of Committees ................................................................ 24
     12.5         Company Information .................................................................... 25

ARTICLE 13        Other Benefits and Agreements .......................................................... 25
     13.1         Coordination with Other Benefits ....................................................... 25

ARTICLE 14        Claims Procedures ...................................................................... 25
     14.1         Presentation of Claim .................................................................. 25
     14.2         Notification of Decision ............................................................... 25
     14.3         Review of a Denied Claim ............................................................... 26
     14.4         Decision on Review ..................................................................... 26
     14.5         Legal Action ........................................................................... 26

ARTICLE 15        Trust .................................................................................. 27
     15.1         Establishment of the Trust ............................................................. 27
     15.2         Interrelationship of the Plan and the Trust ............................................ 27
     15.3         Distributions from the Trust ........................................................... 27

ARTICLE 16        Miscellaneous .......................................................................... 27
     16.1         Status of Plan ......................................................................... 27
     16.2         Unsecured General Creditor ............................................................. 27
     16.3         Company's Liability .................................................................... 27
     16.4         Nonassignability ....................................................................... 28
     16.5         Not a Contract of Employment ........................................................... 28
     16.6         Furnishing Information ................................................................. 28
     16.7         Terms .................................................................................. 28
     16.8         Captions ............................................................................... 28
     16.9         Governing Law .......................................................................... 29
     16.10        Notice ................................................................................. 29
     16.11        Successors ............................................................................. 29
     16.12        Spouse's Interest ...................................................................... 29
     16.13        Validity ............................................................................... 29
     16.14        Incompetent ............................................................................ 29
     16.15        Court Order ............................................................................ 30
     16.16        Distribution in the Event of Taxation .................................................. 30
     16.17        Insurance .............................................................................. 30
</Table>

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                             THE J. JILL GROUP, INC.

                           DEFERRED COMPENSATION PLAN


                            Effective January 1, 2002

                                     PURPOSE

      The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated employees and members of the Board of
Directors of The J. Jill Group, Inc. (the "Company"). This Plan shall be
unfunded for tax purposes and for purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

      For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1   "Account Balance" shall mean, with respect to a Participant, a credit on
      the records of the Company equal to the sum of (i) the Deferral Account
      balance, (ii) the Company Contribution Account balance and (iii) the
      Company Matching Account balance. The Account Balance, and each other
      specified account balance, shall be a bookkeeping entry only and shall be
      utilized solely as a device for the measurement and determination of the
      amounts to be paid to a Participant, or his or her designated Beneficiary,
      pursuant to this Plan.

1.2   "Annual Base Salary" shall mean the annual cash compensation relating to
      services performed during any calendar year, whether or not paid in such
      calendar year or included on the Federal Income Tax Form W-2 for such
      calendar year, excluding incentives, bonuses, commissions, overtime,
      fringe benefits, stock options, relocation expenses, non-monetary awards,
      Board Member Fees and other fees, automobile and other allowances paid to
      a Participant for employment services rendered (whether or not such
      allowances are included in the Employee's gross income). Annual Base
      Salary shall be calculated without regard to any reductions for
      compensation voluntarily deferred or contributed by the Participant
      pursuant to all qualified or non-qualified plans of the Company (and
      therefore shall be calculated to include amounts not otherwise included in
      the Participant's gross income under Code Sections 125, 402(e)(3) or
      402(h) pursuant to plans established by the Company).

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1.3   "Annual Company Contribution Amount" shall mean, for the Plan Year of
      reference, the amount determined in accordance with Section 3.5.

1.4   "Annual Company Matching Amount" shall mean, for the Plan Year of
      reference, the amount determined in accordance with Section 3.6.

1.5   "Annual Deferral Amount" shall mean, subject to Section 3.12, that portion
      of a Participant's Annual Base Salary, Incentive Payments and/or Board
      Member Fees that a Participant elects to have, and is, deferred in
      accordance with Article 3, for the Plan Year of reference. In the event of
      a Participant's Retirement, Disability (if deferrals cease in accordance
      with Section 8.1), death or a Termination of Employment prior to the end
      of a Plan Year, such year's Annual Deferral Amount shall be the actual
      amount withheld prior to such event.

1.6   "Beneficiary" shall mean one or more persons, trusts, estates or other
      entities, designated in accordance with Article 9, that are entitled to
      receive benefits under this Plan upon the death of a Participant.

1.7   "Beneficiary Designation Form" shall mean the form established from time
      to time by the Committee that a Participant completes, signs and returns
      to the Committee to designate one or more Beneficiaries.

1.8   "Board" shall mean the board of directors of the Company.

1.9   "Board Member" shall mean any member of the Board.

1.10  "Board Member Fees" shall mean the fees paid to a Board Member by the
      Company, including retainer fees, meeting fees, and stipends as
      compensation for serving on the Board.

1.11  "Change in Control" shall be deemed to have occurred if the conditions set
      forth in any one of the following paragraphs shall have been satisfied:

          (i)    any Person becomes the Beneficial Owner, directly or
                 indirectly, of securities of J. Jill (not including in the
                 securities beneficially owned by such Person any securities
                 acquired directly from J. Jill or its affiliates) representing
                 50% or more of the combined voting power of J. Jill's then
                 outstanding securities; or

          (ii)   during any period of two (2) consecutive years (not including
                 any period prior to the execution of this Agreement),
                 individuals who at the beginning of such period constitute the
                 Board and any new director

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                 (other than a director designated by a Person who has entered
                 into an agreement with J. Jill to effect a transaction
                 described in clause (i), (iii) or (iv) of this paragraph) whose
                 election by the Board or nomination for election by J. Jill's
                 stockholders was approved by a vote of at least two-thirds
                 (2/3) of the directors then still in office who either were
                 directors at the beginning of the period or whose election or
                 nomination for election was previously so approved (a
                 "Continuing Director"), cease for any reason to constitute a
                 majority thereof; or

          (iii)  the stockholders of J. Jill approve a merger or consolidation
                 of J. Jill with any other corporation, other than (a) a merger
                 or consolidation which would result in the voting securities of
                 J. Jill outstanding immediately prior thereto continuing to
                 represent (either by remaining outstanding or by being
                 converted into voting securities of the surviving entity) at
                 least 50% of the combined voting power of the voting securities
                 of J. Jill or such surviving entity outstanding immediately
                 after such merger or consolidation, or (b) a merger or
                 consolidation effected to implement a recapitalization of J.
                 Jill (or similar transaction ) in which no Person acquires more
                 than 50% of the combined voting power of the Company's then
                 outstanding securities; or

          (iv)   the stockholders of J. Jill approve a plan of complete
                 liquidation of J. Jill or an agreement for the sale or
                 disposition by J. Jill of all or substantially all J. Jill's
                 assets.

                 The foregoing to the contrary notwithstanding, a Change in
                 Control shall not be deemed to have occurred with respect to
                 the Executive if the Executive is "part of a purchasing group"
                 which consummates the Change in Control transaction. The
                 Executive shall be deemed "part of a purchasing group" for
                 purposes of the preceding sentence if the Executive is an
                 equity participant or has agreed to become an equity
                 participant in the purchasing company or group (except for (a)
                 passive ownership of less than 5% of the stock of the
                 purchasing company or (b) ownership of equity participation in
                 the purchasing company or group which is otherwise not deemed
                 to be significant, as determined prior to the Change in Control
                 by a majority of the non-employee Continuing Directors).

1.12  "Claimant" shall have the meaning set forth in Section 14.1.

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1.13  "Code" shall mean the Internal Revenue Code of 1986, as amended from time
      to time.

1.14  "Committee" or "Plan Committee" shall mean the committee described in
      Section 12.1 or its designee, which committee is responsible generally for
      performing the day-to-day ministerial functions associated with operating
      the Plan.

1.15  "Company" shall mean The J. Jill Group, Inc., together with its
      wholly-owned, consolidated subsidiaries, and any successor to all or
      substantially all of the Company's assets or business.

1.16  "Company Contribution Account" shall mean (i) the sum of the Participant's
      Annual Company Contribution Amounts, plus (ii) amounts credited or debited
      in accordance with all the applicable crediting provisions of this Plan
      that relate to the Participant's Company Contribution Account, less (iii)
      all distributions made to the Participant or his or her Beneficiary
      pursuant to this Plan that relate to the Participant's Company
      Contribution Account.

1.17  "Company Matching Account" shall mean (i) the sum of all of a
      Participant's Annual Company Matching Amounts, plus (ii) amounts credited
      or debited in accordance with all the applicable crediting provisions of
      this Plan that relate to the Participant's Company Matching Account, less
      (iii) all distributions made to the Participant or his or her Beneficiary
      pursuant to this Plan that relate to the Participant's Company Matching
      Account.

1.18  "Compensation Committee" shall mean the compensation committee of the
      Board.

1.19  "Deduction Limitation" shall mean the following described limitation on a
      benefit that may otherwise be distributable pursuant to the provisions of
      this Plan. Except as otherwise provided, this limitation shall be applied
      to all distributions that are "subject to the Deduction Limitation" under
      this Plan. If the Company determines in good faith that there is a
      reasonable likelihood that any compensation paid to a Participant for a
      taxable year of the Company would not be deductible by the Company solely
      by reason of the limitation under Code Section 162(m), then to the extent
      deemed necessary by the Company to ensure that the entire amount of any
      distribution to the Participant pursuant to this Plan is deductible, the
      Company may defer all or any portion of a distribution under this Plan.
      Any amounts deferred pursuant to this limitation shall continue to be
      credited or debited with additional amounts in accordance with Section 3.9
      below, even if such amount is being paid out in installments. The amounts
      so deferred and amounts credited or debited thereon shall be distributed
      to the Participant or his or her Beneficiary (in the event of the
      Participant's death) at the earliest possible date, as determined by the
      Company in good faith, on which the deductibility of compensation paid or
      payable to the Participant for the taxable year of the

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      Company during which the distribution is made will not be limited by Code
      Section 162(m). Notwithstanding anything to the contrary in this Plan, the
      Deduction Limitation shall not apply to any distributions made after a
      Change in Control.

1.20  "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
      Deferral Amounts, plus (ii) amounts credited or debited in accordance with
      all the applicable crediting provisions of this Plan that relate to the
      Participant's Deferral Account, less (iii) all distributions made to the
      Participant or his or her Beneficiary pursuant to this Plan that relate to
      his or her Deferral Account.

1.21  "Disability" shall mean a period of disability during which a Participant
      qualifies for permanent disability benefits under the Company's long-term
      disability plan, or, if a Participant does not participate in such a plan,
      a period of disability during which the Participant would have qualified
      for permanent disability benefits under such a plan had the Participant
      been a participant in such a plan, as determined in the sole discretion of
      the Compensation Committee. If the Company does not sponsor such a plan,
      or discontinues to sponsor such a plan, Disability shall be determined by
      the Compensation Committee in its sole discretion.

1.22  "Disability Benefit" shall mean the benefit set forth in Article 8.

1.23  "Effective Date" shall mean the effective date of the Plan, which will be
      January 1, 2002.

1.24  "Election Form" shall mean the form or forms established from time to time
      by the Committee that a Participant completes, signs and returns to the
      Committee to make an election under the Plan.

1.25  "Employee" shall mean a person who is an employee of the Company and holds
      the position of Chief Executive Officer, President, Vice President or
      Director.

1.26  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

1.27  "401(k) Plan" shall mean the Company's tax qualified 401(k) retirement
      plan, as amended from time to time.

1.28  "Incentive Payments" shall mean any compensation paid to a Participant
      under any incentive plans, special bonus plans or bonus arrangements of
      the Company relating to services performed during any calendar year,
      whether or not paid in such calendar year or included on the Federal
      Income Tax Form W-2 for such calendar year.

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1.29  "Participant" shall mean any Board Member and any Employee (i) who elects
      to participate in the Plan, (ii) who signs a Plan Agreement, an Election
      Form(s) and a Beneficiary Designation Form, (iii) whose signed Plan
      Agreement, Election Form(s) and Beneficiary Designation Form are accepted
      by the Committee, (iv) who commences participation in the Plan, and (v)
      whose Plan Agreement has not terminated. A spouse or former spouse of a
      Participant shall not be treated as a Participant in the Plan or have an
      Account Balance under the Plan under any circumstance.

1.30  "Plan" shall mean this Deferred Compensation Plan, as evidenced by this
      instrument and by each Plan Agreement, as they may be amended from time to
      time.

1.31  "Plan Agreement" shall mean a written agreement, as may be amended from
      time to time, executed by a Participant and the Company that shall provide
      for the entire benefit to which such Participant is entitled under the
      Plan; should there be more than one Plan Agreement, the Plan Agreement
      bearing the latest date of acceptance by the Company shall supersede all
      previous Plan Agreements in their entirety and shall govern such
      entitlement. The terms of any Plan Agreement may be different for any
      Participant, and any Plan Agreement may provide additional benefits not
      set forth in the Plan or limit the benefits otherwise provided under the
      Plan; provided, however, that any such additional benefits or benefit
      limitations must be agreed to by both the Company and the Participant.

1.32  "Plan Year" shall mean a period beginning on January 1 of each calendar
      year and continuing through December 31 of such calendar year during which
      this Plan is in effect.

1.33  "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
      Article 6.

1.34  "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
      Employee, severance from employment from the Company for any reason other
      than a leave of absence, death or Disability on or after the earlier of
      the attainment of (i) age sixty-five (65) or (ii) age fifty-five (55) with
      ten (10) Years of Service; and shall mean with respect to a Board Member
      who is not an Employee, severance of his or her directorship with the
      Company on or after the attainment of age seventy (70). If a participant
      is both an Employee and a Board Member, Retirement shall occur when he or
      she Retires as an Employee, which Retirement shall be deemed to be a
      Retirement as an Employee; provided, however, that such a Participant may
      elect, at least twelve (12) months prior to Retirement and in accordance
      with the policies and procedures established by the Compensation
      Committee, to Retire for purposes of this Plan at the time he or she
      Retires as a Board Member, which Retirement shall be deemed to be a
      Retirement as a Board Member.

1.35  "Retirement Benefit" shall mean the benefit set forth in Article 5.

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1.36  "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.37  "Termination Benefit" shall mean the benefit set forth in Article 7.

1.38  "Termination of Employment" shall mean the severing of employment with the
      Company, or service as a Board Member of the Company, voluntarily or
      involuntarily, for any reason other than Retirement, Disability, death or
      an authorized leave of absence. If a Participant is both an Employee and a
      Board Member, a Termination of Employment shall occur upon termination as
      an Employee; provided, however, that such a Participant may elect, at
      least twelve (12) months before Termination of Employment and in
      accordance with either the policies and procedures established by the
      Compensation Committee, to be treated for purposes of this Plan as having
      experienced a Termination of Employment at the time he or she ceases his
      or her directorship.

1.39  "Trust" shall mean the trust established pursuant to this Plan, as amended
      from time to time.

1.40  "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
      that is caused by an event beyond the control of the Participant that
      would result in severe financial hardship to the Participant resulting
      from (i) a sudden and unexpected illness or accident of the Participant or
      a dependent of the Participant, (ii) a loss of the Participant's property
      due to casualty, or (iii) such other extraordinary and unforeseeable
      circumstances arising as a result of events beyond the control of the
      Participant, all as determined in the sole discretion of the Compensation
      Committee.

1.41  "Yearly Installment Method" shall be a yearly installment payment over the
      number of years selected by the Participant in accordance with this Plan,
      calculated as follows: The Account Balance of the Participant shall be
      calculated as of the close of business on the date of reference (or, if
      the date of reference is not a business day, on the immediately following
      business day), and shall be paid as soon as practicable thereafter. The
      date of reference with respect to the first yearly installment payment
      shall be as provided in Section 5.2 or Section 7.2, as applicable, and the
      date of reference with respect to subsequent yearly installment payments
      shall be the last day of the applicable Plan Year. The yearly installment
      shall be calculated by multiplying this balance by a fraction, the
      numerator of which is one (1), and the denominator of which is the
      remaining number of yearly payments due the Participant. By way of
      example, if the Participant elects a ten (10) year Yearly Installment
      Method, the first payment shall be one-tenth (1/10) of the Account
      Balance, calculated as described in this definition. The following year,
      the payment shall be one-ninth (1/9) of the Account Balance, calculated as
      described in this definition.

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1.42  "Years of Service" shall mean the total number of full years in which a
      Participant has been employed by the Company. For purposes of this
      definition, a year of employment shall be a three hundred sixty five (365)
      day period (or three hundred sixty six (366) day period in the case of a
      leap year) that, for the first year of employment, commences on the
      Employee's date of hiring and that, for any subsequent year, commences on
      an anniversary of that hiring date. Any partial year of employment shall
      not be counted.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1   ELIGIBILITY. Participation in the Plan shall be limited to Board Members
      and to Employees who the Compensation Committee determines, in its sole
      discretion, meet the requirement of ERISA that they be members of a select
      group of management or highly compensated employees of the Company.

2.2   ENROLLMENT REQUIREMENTS. As a condition to participation, each qualifying
      Employee and each Board Member shall complete, execute and return to the
      Committee a Plan Agreement, an Election Form(s) and a Beneficiary
      Designation Form, all within thirty (30) days after he or she is notified
      of his or her eligibility to participate in the Plan. In addition, the
      Committee or the Compensation Committee shall establish from time to time
      such other enrollment requirements as it determines in its sole discretion
      are necessary.

2.3   COMMENCEMENT OF PARTICIPATION. Provided a qualifying Employee or a Board
      Member has met all enrollment requirements set forth in this Plan and
      required by the Committee or the Compensation Committee, including
      returning all required documents to the Committee within the specified
      time period, that Employee or Board Member shall commence participation in
      the Plan on the first day of the month following the month in which the
      Employee or Board Member completes all enrollment requirements. If an
      Employee or Board Member fails to meet all such requirements within the
      period required, in accordance with Section 2.2, that Employee or Board
      Member shall not be eligible to participate in the Plan until the first
      day of the following Plan Year, again subject to timely delivery to and
      acceptance by the Committee of the required documents.

2.4   TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Compensation
      Committee determines in good faith that an Employee no longer qualifies as
      a member of a select group of management or highly compensated employees,
      as membership in such group is determined in accordance with Sections
      201(2), 301(a)(3) and 401(a)(1) of ERISA, the Compensation Committee shall
      have the right, in its sole discretion, to (i) terminate any deferral
      election the Participant has made for the remainder of the Plan Year in
      which the

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      Participant's membership status changes, (ii) prevent the Participant from
      making future deferral elections and/or (iii) immediately distribute the
      Participant's then vested Account Balance as a Termination Benefit and
      terminate the Participant's participation in the Plan.

                                    ARTICLE 3
          DEFERRAL COMMITMENTS, COMPANY CONTRIBUTIONS, CREDITING, TAXES

3.1   MINIMUM DEFERRAL.

      (a)  ANNUAL BASE SALARY, INCENTIVE PAYMENTS AND BOARD MEMBER FEES. Subject
           to Section 3.12, for each Plan Year, a Participant may elect to
           defer, as his or her Annual Deferral Amount, Annual Base Salary,
           Incentive Payments and/or Board Member Fees, in the minimum amount of
           two thousand dollars ($2,000) in the aggregate.

           Notwithstanding the foregoing, the Compensation Committee may, in its
           sole discretion, establish for any Plan Year a different minimum
           amount (including establishing different minimum amounts for Annual
           Base Salary, Incentive Payments and Board Member Fees). The stated
           minimum amount(s) shall be considered to be satisfied if satisfied
           before application of Section 3.12. If an election is made for less
           than the stated minimum amount(s), or if no election is made, the
           amount deferred shall be zero (0).

      (b)  SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
           first becomes a Participant after the first day of a Plan Year, the
           minimum deferral shall be an amount equal to the minimum set forth
           above, multiplied by a fraction, the numerator of which is the number
           of complete months remaining in the Plan Year and the denominator of
           which is twelve (12).

3.2   MAXIMUM DEFERRAL.

      (a)  ANNUAL BASE SALARY, INCENTIVE PAYMENTS AND BOARD MEMBER FEES. For
           each Plan Year, a Participant may elect to defer, as his or her
           Annual Deferral Amount, Annual Base Salary, Incentive Payments and/or
           Board Member Fees, up to the following maximum percentages for each
           deferral elected:

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<Table>
<Caption>
            Deferral                             Maximum Amount
            --------                             --------------
            <S>                                      <C>
            Annual Base Salary                        75%
            Incentive Payments                       100%
            Board Member Fees                        100%
</Table>

      (b)  PROVISOS. Notwithstanding the foregoing, (i) the Compensation
           Committee may, in its sole discretion, establish for any Plan Year
           maximum percentages which differ from those set forth above, and (ii)
           if a Participant first becomes a Participant after the first day of a
           Plan Year, the maximum Annual Deferral Amount with respect to Annual
           Base Salary, Incentive Payments and/or Board Member Fees shall be
           limited to the amount of such compensation not yet earned by, or not
           yet paid to, the Participant as of the date the Participant submits a
           Plan Agreement and Election Form(s) to the Committee for acceptance.

3.3   ELECTION TO DEFER, EFFECT OF ELECTION FORM.

      (a)  FIRST PLAN YEAR. In connection with a Participant's commencement of
           participation in the Plan, the Participant shall make a deferral
           election for the Plan Year in which the Participant commences
           participation in the Plan, along with such other elections as the
           Committee deems necessary or desirable under the Plan. For these
           elections to be valid, the Election Form(s) must be completed and
           signed by the Participant, timely delivered to the Committee (in
           accordance with Section 2.2 above) and accepted by the Committee.

      (b)  SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, a deferral
           election for that Plan Year, and such other elections as the
           Committee deems necessary or desirable under the Plan, shall be made
           by timely delivering to the Committee, in accordance with its rules
           and procedures, before the end of the Plan Year preceding the Plan
           Year for which the election is made, a new Election Form(s). If no
           such Election Form(s) is timely delivered for a Plan Year, the Annual
           Deferral Amount shall be zero (0) for that Plan Year.

      (c)  CHANGE IN ELECTION. A deferral election shall not be subject to
           change; provided, however, that a Participant may revoke completely a
           deferral election for Annual Base Salary, Incentive Payments or Board
           Member Fees not yet payable at the time of the Participant's
           revocation election (which revocation will itself be irrevocable for
           the remainder of the Plan Year).

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3.4   WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Annual
      Base Salary portion of the Annual Deferral Amount shall be withheld from
      each regularly scheduled Annual Base Salary payroll in equal amounts, as
      adjusted from time to time for increases and decreases in Annual Base
      Salary. The Incentive Payments and Board Member Fees portion of the Annual
      Deferral Amount, if any, shall be withheld at the time the Incentive
      Payments and Board Member Fees are or otherwise would be paid to the
      Participant, whether or not this occurs during the Plan Year itself.

3.5   ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, the Compensation
      Committee, in its sole discretion, may, but is not required to, credit any
      amount it desires to any Participant's Company Contribution Account under
      this Plan, which amount shall be for that Participant the Annual Company
      Contribution Amount for that Plan Year. The amount so credited to a
      Participant may be smaller or larger than the amount credited to any other
      Participant, and the amount credited to any Participant for a Plan Year
      may be zero (0), even though one or more other Participants receive an
      Annual Company Contribution Amount for that Plan Year. The Annual Company
      Contribution Amount, if any, shall be credited as determined by the
      Compensation Committee. Unless otherwise specified by the Compensation
      Committee, if a Participant to whom an Annual Company Contribution Amount
      is credited is not employed by the Company or has discontinued service as
      a Board Member as of the last day of a Plan Year other than by reason of
      his or her Retirement, death or Disability, the Annual Company
      Contribution Amount for that Plan Year shall be zero(0).

3.6   ANNUAL COMPANY MATCHING AMOUNT. Solely with respect to a Participant who
      is an Employee, the Participant's Annual Company Matching Amount, if any,
      for the Plan Year of reference shall be equal to (i) the amount of the
      Company's matching contribution that would be made to the 401(k) Plan on
      the Participant's behalf for the plan year of the 401(k) Plan that
      corresponds to the Plan Year if (x) the 401(k) Plan were permitted to
      include in its definition of "compensation" for Company matching
      contribution purposes the Participant's Annual Deferral Amount and (y) the
      401(k) Plan's limitation under Code section 402(g) on exclusion for
      elective deferrals did not apply, reduced by the "Reduction Amount"
      described in Section 3.12, minus (ii) the amount of the Company's matching
      contributions that actually are made to the 401(k) Plan on the
      Participant's behalf for the plan year of the 401(k) Plan that corresponds
      to the Plan Year. A Participant who is not eligible for the plan year of
      the 401(k) Plan (or for any portion thereof) to receive an allocation of
      Company matching contributions under the 401(k) Plan shall not be eligible
      for the allocation of an Annual Company Matching Amount hereunder. Unless
      otherwise specified by the Compensation Committee, the Annual Company
      Matching Amount for a Plan Year shall not be credited until the time that
      the existence and amount of the "Reduction Amount" for that Plan Year (as

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      determined pursuant to Section 3.12) has been calculated and the
      Participant's Annual Deferral Amount has been reduced thereby (but not
      later than the March 15 following that Plan Year).

3.7   INVESTMENT OF TRUST ASSETS. The trustee of the Trust shall be authorized,
      upon written instructions received from the Committee or investment
      manager appointed by the Compensation Committee, to invest and reinvest
      the assets of the Trust in accordance with the applicable Trust agreement,
      including the reinvestment of the proceeds in one or more investment
      vehicles designated by the Compensation Committee.

3.8   VESTING.

      (a)  A Participant shall at all times be one hundred percent (100%) vested
           in his or her Deferral Account.

      (b)  A Participant shall become vested in his or her Company Contribution
           Account pursuant to a vesting schedule, if any, approved and
           documented by the Compensation Committee at the time the Annual
           Company Contribution Amount is credited to the Participant's Company
           Contribution Account for that Plan Year.

      (c)  A Participant shall become vested in his or her Company Matching
           Account as and to the extent that the Participant becomes vested in
           Company matching contributions under the 401(k) Plan.

      (d)  Notwithstanding anything to the contrary contained in this Section
           3.8, in the event of a Change in Control, Retirement, Disability or
           death while in service, a Participant's Company Contribution Account
           and Company Matching Account shall immediately become one hundred
           percent (100%) vested (if it is not already vested in accordance with
           a vesting schedule).

3.9   CREDITING, DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
      to, the rules and procedures that are established from time to time by the
      Committee, in its sole discretion, amounts shall be credited or debited to
      a Participant's Account Balance in accordance with the following rules:

      (a)  ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
           or her initial deferral election in accordance with Section 3.3(a)
           above, shall elect, on the Election Form(s), one or more Measurement
           Fund(s) (as described in Section 3.9(c) below)

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           to be used to determine the additional amounts to be credited or
           debited to his or her Account Balance for the first business day of
           the Plan Year, continuing thereafter unless changed in accordance
           with the next sentence. Commencing with the first business day of the
           Plan Year, and continuing thereafter for the remainder of the Plan
           Year (unless the Participant ceases during the Plan Year to
           participate in the Plan), the Participant may (but is not required
           to) elect daily, by submitting an Election Form(s) to the Committee
           that is accepted by the Committee (which submission may take the form
           of an electronic transmission, if required or permitted by the
           Committee), to add or delete one or more Measurement Fund(s) to be
           used to determine the additional amounts to be credited or debited to
           his or her Account Balance, or to change the portion of his or her
           Account Balance allocated to each previously or newly elected
           Measurement Fund. If an election is made in accordance with the
           previous sentence, it shall apply to the next business day and
           continue thereafter for the remainder of the Plan Year (unless the
           Participant ceases during the Plan Year to participate in the Plan),
           unless changed in accordance with the previous sentence.

      (b)  PROPORTIONATE ALLOCATION. In making any election described in Section
           3.9(a) above, the Participant shall specify on the Election Form(s),
           in whole percentage points, the percentage of his or her Account
           Balance to be allocated to a Measurement Fund (as if the Participant
           was making an investment in that Measurement Fund with that portion
           of his or her Account Balance).

      (c)  MEASUREMENT FUNDS. The Participant may elect one or more of the
           Measurement Funds set forth on SCHEDULE A (the "Measurement Funds"),
           for the purpose of crediting or debiting additional amounts to his or
           her Account Balance. The Compensation Committee may, in its sole
           discretion, discontinue, substitute or add a Measurement Fund. Each
           such action will take effect as of the first day of the calendar
           quarter that follows by thirty (30) days the day on which the
           Committee gives Participants advance written notice of such change.
           If the Committee receives an initial or revised Measurement Funds
           election which it deems to be incomplete, unclear or improper, the
           Participant's Measurement Funds election then in effect shall remain
           in effect (or, in the case of a deficiency in an initial Measurement
           Funds election, the Participant shall be deemed to have filed no
           deemed investment direction). If the Committee possesses (or is
           deemed to possess as provided in the previous sentence) at any time
           directions as to Measurement Funds of less than all of the
           Participant's Account Balance, the Participant shall be deemed to
           have directed that the undesignated portion of the Account Balance be
           deemed to be invested in a money market, fixed income or similar
           Measurement Fund made

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           available under the Plan as determined by the Committee in its
           discretion. Each Participant hereunder, as a condition to his or her
           participation hereunder, agrees to indemnify and hold harmless the
           Committee, the Compensation Committee and the Company, and their
           agents and representatives, from any losses or damages of any kind
           relating to (i) the Measurement Funds made available hereunder and
           (ii) any discrepancy between the credits and debits to the
           Participant's Account Balance based on the performance of the
           Measurement Funds and what the credits and debits otherwise might be
           in the case of an actual investment in the Measurement Funds.

      (d)  CREDITING OR DEBITING METHOD. The performance of each elected
           Measurement Fund (either positive or negative) will be determined by
           the Compensation Committee, in its sole discretion, based on the
           performance of the Measurement Funds themselves. A Participant's
           Account Balance shall be credited or debited on a daily basis based
           on the performance of each Measurement Fund selected by the
           Participant, or as otherwise determined by the Compensation Committee
           in its sole discretion, as though (i) a Participant's Account Balance
           were invested in the Measurement Fund(s) selected by the Participant,
           in the percentages elected by the Participant as of such date, at the
           closing price on such date; (ii) the portion of the Annual Deferral
           Amount that was actually deferred was invested in the Measurement
           Fund(s) selected by the Participant, in the percentages elected by
           the Participant, no later than the close of business on the third
           (3rd) business day after the day on which such amounts are actually
           deferred from the Participant's Annual Base Salary, Incentive
           Payments and/or Board Member Fees through reductions in his or her
           payroll, at the closing price on such date; and (iii) any
           distribution made to a Participant that decreases such Participant's
           Account Balance ceased being invested in the Measurement Fund(s), in
           the percentages applicable to such date, no earlier than three (3)
           business days prior to the distribution, at the closing price on such
           date.

      (e)  NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
           Plan that may be interpreted to the contrary, the Measurement Funds
           are to be used for measurement purposes only, and a Participant's
           election of any such Measurement Fund, the allocation to his or her
           Account Balance thereto, the calculation of additional amounts and
           the crediting or debiting of such amounts to a Participant's Account
           Balance shall not be considered or construed in any manner as an
           actual investment of his or her Account Balance in any such
           Measurement Fund. In the event that the Company or the trustee (as
           that term is defined in the Trust), in its own discretion, decides to
           invest funds in any or all of the Measurement Funds, no Participant
           shall have any

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           rights in or to such investments themselves. Without limiting the
           foregoing, a Participant's Account Balance shall at all times be a
           bookkeeping entry only and shall not represent any investment made on
           his or her behalf by the Company or the Trust; the Participant shall
           at all times remain an unsecured general creditor of the Company.

      (f)  BENEFICIARY ELECTIONS. Each reference in this Section 3.9 to a
           Participant shall be deemed to include, where applicable, a reference
           to a Beneficiary.

3.10  FICA AND OTHER TAXES.

      (a)  ANNUAL DEFERRAL AMOUNTS. Subject to Section 3.12, for each Plan Year
           in which an Annual Deferral Amount is being withheld from a
           Participant, the Company shall withhold from that portion of the
           Participant's Annual Base Salary and/or Incentive Payments that are
           not being deferred, in a manner determined by the Company, the
           Participant's share of FICA and other employment taxes on the
           Participant's Annual Deferral Amount, Annual Company Matching Amount
           and Annual Company Contribution Amount. If necessary, the Committee
           may reduce the Annual Deferral Amount, Annual Company Matching Amount
           and Annual Company Contribution Amount in order to comply with this
           Section 3.10.

      (b)  ANNUAL COMPANY MATCHING AMOUNTS OR ANNUAL COMPANY CONTRIBUTION
           AMOUNTS. When a Participant becomes vested in a portion of his or her
           Company Matching Account or Company Contribution Account, the Company
           shall have the discretion to withhold from the Participant's Annual
           Base Salary and/or Incentive Payments that are not deferred, in a
           manner determined by the Company, the Participant's share of FICA and
           other employment taxes. If necessary, the Committee may reduce the
           vested portion of the Participant's Company Matching Account or
           Company Contribution Account in order to comply with this Section
           3.10.

3.11  DISTRIBUTIONS. The Company, or the trustee of the Trust, shall withhold
      from any payments made to a Participant under this Plan all Federal, state
      and local income, employment and other taxes required to be withheld by
      the Company, or the trustee of the Trust, in connection with such
      payments, in amounts and in a manner to be determined in the sole
      discretion of the Company and the trustee of the Trust.

3.12  MIRROR 401(k) PROVISIONS. Notwithstanding anything herein to the contrary,
      if, with respect to any plan year of the 401(k) Plan, the Company
      determines that a Participant could have made employee pre-tax deferral
      contributions under the 401(k) Plan in excess of the employee pre-tax
      deferral contributions that actually were made on the Participant's behalf
      under the 401(k) Plan for that plan year without violating the limitations
      on contributions to the

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      401(k) Plan under Code Sections 401(k)(3) and 402(g), the Participant's
      Annual Deferral Amount for the corresponding Plan Year shall be reduced by
      the lesser of (i) the Participant's Annual Deferral Amount or (ii) an
      amount equal to such excess (the "Reduction Amount"). The Company is
      required to make this determination for each plan year of the 401(k) Plan
      by no later than the January 31 immediately following that plan year. An
      amount equal to the Reduction Amount will then be distributed to the
      Participant in cash, unless the Participant has previously elected on an
      Election Form to have such amount contributed to the 401(k) Plan, in which
      event the Company shall cause such amount to be directly contributed to,
      and credited under, the 401(k) Plan. Such reduction of the Annual Deferral
      Amount and cash distribution to the Participant or contribution to, and
      credit under, the 401(k) Plan, shall be made as soon as practicable after
      the existence and the amount of the Reduction Amount has been determined
      by the Company, but by no later than March 15 following the plan year of
      the 401(k) Plan for which the determination has been made. If and to the
      extent the Annual Deferral Amount is reduced hereunder by the amount of
      the Reduction Amount, and such amount is contributed to, and credited
      under, the 401(k) Plan, such Reduction Amount shall be subject to the
      terms and conditions of the 401(k) Plan applicable to employee pre-tax
      deferral contributions and not to the terms and conditions of this Plan,
      notwithstanding that such Reduction Amount represents an amount that
      initially had been contributed to this Plan.

                                    ARTICLE 4
   SHORT-TERM PAYOUT, UNFORESEEABLE FINANCIAL EMERGENCIES, WITHDRAWAL ELECTION

4.1   SHORT-TERM PAYOUT. In connection with each Annual Deferral Amount and
      Annual Company Matching Amount, a Participant may irrevocably elect to
      receive a future "Short-Term Payout" from the Plan with respect to the
      vested portion of each such amount. Subject to the Deduction Limitation,
      the Short-Term Payout shall be a lump sum payment in an amount that is
      equal to the Annual Deferral Amount and the vested Annual Company Matching
      Amount, plus amounts credited or debited thereto in the manner provided in
      Section 3.9 above on those amounts, determined at the time that the
      Short-Term Payout becomes payable (rather than the date of a Termination
      of Employment). Subject to the Deduction Limitation and the other terms
      and conditions of this Plan, each Short-Term Payout elected shall be paid
      out during a period beginning one (1) day and ending sixty (60) days after
      the last day of any Plan Year designated by the Participant that is at
      least two (2) Plan Years after the Plan Year in which the Annual Deferral
      Amount and vested Annual Company Matching Amount have been contributed to
      the Plan. By way of example, if a two (2) year Short-Term Payout is
      elected for vested amounts that have been contributed in the Plan Year
      commencing January 1, 2002, the two (2) year Short-Term Payout would
      become payable during a sixty (60) day period commencing January 1, 2005.
      Notwithstanding the

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      preceding sentences or any other provision of this Plan that may be
      construed to the contrary, a Participant who is an active Employee or
      active Board Member may, with respect to each Short-Term Payout, on a form
      determined by the Committee, make one additional deferral election (a
      "Subsequent Election") to defer payment of such Short-Term Payout to a
      Plan Year subsequent to the Plan Year originally elected; provided,
      however, any such Subsequent Election will be null and void unless
      accepted by the Committee no later than one (1) year prior to the first
      day of the Plan Year in which, but for the Subsequent Election, such
      Short-Term Payout would be paid, and such Subsequent Election is at least
      two (2) Plan Years from the Plan Year in which the Short-Term Payout, but
      for the Subsequent Election, would be paid.

4.2   OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM PAYOUT. Should an event
      occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual
      Deferral Amount or vested Annual Company Matching Amount, plus amounts
      credited or debited thereon, that is subject to a Short-Term Payout
      election under Section 4.1 shall not be paid in accordance with Section
      4.1 but shall be paid in accordance with the other applicable Article.

4.3   WITHDRAWAL PAYOUT, SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If
      the Participant experiences an Unforeseeable Financial Emergency, the
      Participant may petition the Compensation Committee to (i) suspend any
      deferrals required to be made by a Participant and/or (ii) receive a
      partial or full payout from the Plan. The payout shall not exceed the
      lesser of the Participant's vested Account Balance, calculated as if such
      Participant were receiving a Termination Benefit, or the amount reasonably
      needed to satisfy the Unforeseeable Financial Emergency. If, subject to
      the sole discretion of the Compensation Committee, the petition for a
      suspension and/or payout is approved, suspension shall take effect upon
      the date of approval and any payout shall be made within sixty (60) days
      of the date of approval. The payment of any amount under this Section 4.3
      shall not be subject to the Deduction Limitation.

4.4   WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his
      or her Beneficiary) may elect, at any time, to withdraw all of his or her
      vested Account Balance, calculated as if there had occurred a Termination
      of Employment as of the day of the election, less a withdrawal penalty
      equal to ten percent (10%) of such amount (the net amount shall be
      referred to as the "Withdrawal Amount"). This election can be made at any
      time, before or after Retirement, Disability, death or Termination of
      Employment, and whether or not the Participant (or his or her Beneficiary)
      is in the process of being paid pursuant to an installment payment
      schedule. If made before Retirement, Disability or death, a Participant's
      Withdrawal Amount shall be his or her vested Account Balance calculated as
      if there had occurred a Termination of Employment as of the day of the
      election. No partial withdrawals

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      of the Withdrawal Amount shall be allowed. The Participant (or his or her
      Beneficiary) shall make this election by giving the Committee advance
      written notice of the election in a form determined from time to time by
      the Committee. The Participant (or his or her Beneficiary) shall be paid
      the Withdrawal Amount as soon as practicable after his or her election.
      Once the Withdrawal Amount is paid, the Participant's participation in the
      Plan shall terminate and the Participant shall not be eligible to
      participate in the Plan for the remainder of the Plan Year in which the
      withdrawal election is made and for the Plan Year that follows. The
      payment of this Withdrawal Amount shall not be subject to the Deduction
      Limitation. Any Participant who elects a withdrawal under this Section 4.4
      shall be subject to the bankruptcy regulations regarding preference
      payments.

                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1   RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who
      Retires shall receive, as a Retirement Benefit, his or her Account
      Balance.

5.2   PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
      her commencement of participation in the Plan, shall elect on an Election
      Form to receive the Retirement Benefit in a lump sum or pursuant to a
      Yearly Installment Method of five (5), ten (10) or fifteen (15) years. The
      Participant may change his or her election to an allowable alternative
      payout period by submitting a new Election Form to the Committee, provided
      that any such Election Form is submitted at least one (1) year prior to
      the Participant's Retirement and is accepted by the Committee in its sole
      discretion. The Election Form most recently accepted by the Committee
      shall govern the payout of the Retirement Benefit. If a Participant does
      not make any election with respect to the payment of the Retirement
      Benefit, then such benefit shall be payable in a lump sum. The lump sum
      payment shall be made, or installment payments shall commence, as soon as
      practicable after the date of the Participant's Retirement. Any payment
      made shall be subject to the Deduction Limitation.

5.3   DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
      after Retirement but before the Retirement Benefit is paid in full, the
      Participant's unpaid Retirement Benefit payments shall continue and shall
      be paid to the Participant's Beneficiary (i) over the remaining number of
      years and in the same amounts as that benefit would have been paid to the
      Participant had the Participant survived, or (ii) in a lump sum, if
      requested by the Participant's Beneficiary and allowed in the sole
      discretion of the Compensation Committee, that is equal to the
      Participant's unpaid remaining Account Balance. Any payment made hereunder
      shall not be subject to the Deduction Limitation.

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                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1   PRE-RETIREMENT SURVIVOR BENEFIT. The Participant's Beneficiary shall
      receive a Pre-Retirement Survivor Benefit equal to the Participant's
      Account Balance if the Participant dies before he or she Retires,
      experiences a Termination of Employment or suffers a Disability.

6.2   PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. The Pre-Retirement Survivor
      Benefit shall be paid in a lump sum as soon as practicable following the
      date of death. Notwithstanding the foregoing, if the Participant's Account
      Balance at the time of his or her death is twenty-five thousand dollars
      ($25,000) or greater, the Compensation Committee may, in its sole
      discretion, cause the Pre-Retirement Survivor Benefit to be paid pursuant
      to a Yearly Installment Method of not more than five (5) years to commence
      as soon as practicable following the date of death. Any payment made
      hereunder shall not be subject to the Deduction Limitation.

                                    ARTICLE 7
                 TERMINATION BENEFIT, CHANGE IN CONTROL BENEFIT

7.1   TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant
      shall receive a Termination Benefit, which shall be equal to the
      Participant's vested Account Balance if a Participant experiences a
      Termination of Employment prior to his or her Retirement, death or
      Disability.

7.2   PAYMENT OF TERMINATION BENEFIT. If the Participant's vested Account
      Balance at the time of his or her Termination of Employment is less than
      fifty thousand dollars ($50,000), payment of his or her Termination
      Benefit shall be paid in a lump sum. If the Participant's vested Account
      Balance at such time is equal to or greater than that amount, the
      Compensation Committee may, in its sole discretion, cause payment of the
      Participant's Termination Benefit to be made pursuant to a Yearly
      Installment Method of not more than five (5) years. The lump sum payment
      shall be made, or installment payments shall commence, as soon as
      practicable following the date of Termination of Employment. Any payment
      made shall be subject to the Deduction Limitation.

7.3   CHANGE IN CONTROL BENEFIT. Notwithstanding anything herein to the
      contrary, upon a Change in Control of the Company, each Participant shall
      become entitled to receive his or her entire Account Balance in a single
      lump sum payment on the sixtieth (60th) day following the Change in
      Control (or as soon thereafter as is administratively feasible).
      Notwithstanding

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      the preceding, the Participant may irrevocably elect, prior to the end of
      such sixty (60) day period, to waive his or her right to receive such
      Change in Control distribution. If such waiver election is timely made,
      the Participant shall receive his or her entire Account Balance as
      previously elected by the Participant.

                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1   DISABILITY WAIVER.

      (a)  WAIVER OF DEFERRAL. Upon application, a Participant who is determined
           by the Compensation Committee to be suffering from a Disability may
           suspend for the period of the Disability that portion of the Annual
           Deferral Amount commitment that would otherwise have been withheld
           from a Participant's Annual Base Salary, Incentive Payments and/or
           Board Member Fees for the Plan Year during which the Participant
           first suffers a Disability.

      (b)  RETURN TO WORK. If a Participant returns to employment or service as
           a Board Member with the Company after a Disability ceases, the
           Participant may elect to defer an Annual Deferral Amount for the Plan
           Year following his or her return to employment or service and for
           every Plan Year thereafter while a Participant in the Plan; provided
           such deferral elections are otherwise allowed and an Election Form is
           delivered to and accepted by the Committee for each such election in
           accordance with Section 3.3 above.

8.2   CONTINUED ELIGIBILITY, DISABILITY BENEFIT. A Participant suffering a
      Disability shall, for benefit purposes under this Plan, continue to be
      considered to be employed by, or in the service as a Board Member of, the
      Company, and shall be eligible for the benefits provided for in Articles
      4, 5, 6 or 7 in accordance with the provisions of those Articles.
      Notwithstanding the above, the Compensation Committee shall have the right
      to, in its sole and absolute discretion and for purposes of this Plan
      only, and must in the case of a Participant who is otherwise eligible to
      Retire, deem the Participant to have experienced a Termination of
      Employment, or in the case of a Participant who is eligible to Retire, to
      have Retired, at any time (or in the case of a Participant who is eligible
      to Retire, as soon as practicable) after such Participant is determined to
      be suffering a Disability, in which case the Participant shall receive a
      Disability Benefit equal to his or her Account Balance at the time of the
      Compensation Committee's determination; provided, however, that should the
      Participant otherwise have been eligible to Retire, he or she shall be
      paid in accordance with Article 5. This Disability Benefit shall be paid
      in a lump sum as soon as practicable following the

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      Compensation Committee's exercise of such right. Any payment made
      hereunder shall not be subject to the Deduction Limitation.

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1   BENEFICIARY. Each Participant shall have the right, at any time, to
      designate his or her Beneficiary(ies) (both primary as well as contingent)
      to receive any benefits payable under the Plan upon the death of a
      Participant. The Beneficiary designated under this Plan may be the same as
      or different from the Beneficiary designation under any other plan of the
      Company in which the Participant participates.

9.2   BENEFICIARY DESIGNATION, CHANGE. A Participant shall designate his or her
      Beneficiary by completing and signing the Beneficiary Designation Form,
      and returning it to the Committee or its designated agent. A Participant
      shall have the right to change a Beneficiary by completing, signing and
      otherwise complying with the terms of the Beneficiary Designation Form and
      the Committee's rules and procedures, as in effect from time to time. Upon
      the acceptance by the Committee of a new Beneficiary Designation Form, all
      Beneficiary designations previously filed shall be canceled. The Committee
      shall be entitled to rely on the last Beneficiary Designation Form filed
      by the Participant and accepted by the Committee prior to his or her
      death.

9.3   ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
      shall be effective until received and acknowledged in writing by the
      Committee or its designated agent.

9.4   NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
      Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
      designated Beneficiaries predecease the Participant or die prior to
      complete distribution of the Participant's benefits, then the
      Participant's designated Beneficiary shall be deemed to be his or her
      surviving spouse, or, if the Participant has no surviving spouse, the
      benefits remaining under the Plan to be paid to a Beneficiary shall be
      payable to the executor or personal representative of the Participant's
      estate.

9.5   DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
      Beneficiary to receive payments pursuant to this Plan, the Committee shall
      have the right, exercisable in its discretion, to cause the Company to
      withhold such payments until this matter is resolved to the Committee's
      satisfaction.

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9.6   DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
      person believed in good faith by the Committee to be a valid Beneficiary
      shall fully and completely discharge the Company and the Committee from
      all further obligations under this Plan with respect to the Participant,
      and that Participant's Plan Agreement shall terminate upon such full
      payment of benefits. Neither the Committee nor the Company shall be
      obliged to search for any Participant or Beneficiary beyond the sending of
      a registered letter to such last known address. If the Committee notifies
      any Participant or Beneficiary that he or she is entitled to an amount
      under the Plan and the Participant or Beneficiary fails to claim such
      amount or make his or her location known to the Committee within three (3)
      years thereafter, then, except as otherwise required by law, if the
      location of one or more of the next of kin of the Participant is known to
      the Committee, the Committee may direct distribution of such amount to any
      one or more or all of such next of kin, and in such proportions as the
      Committee determines. If the location of none of the foregoing persons can
      be determined, the Committee shall have the right to direct that the
      amount payable shall be deemed to be a forfeiture and paid to the Company,
      except that the dollar amount of the forfeiture, unadjusted for deemed
      gains or losses in the interim, shall be paid by the Company if a claim
      for the benefit subsequently is made by the Participant or the Beneficiary
      to whom it was payable. If a benefit payable to an unlocated Participant
      or Beneficiary is subject to escheat pursuant to applicable state law,
      neither the Committee nor the Company shall be liable to any person for
      any payment made in accordance with such law.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1  PAID LEAVE OF ABSENCE. If a Participant is authorized by the Company for
      any reason to take a paid leave of absence from the service of the
      Company, the Participant shall continue to be considered in the service of
      the Company and the Annual Deferral Amount shall continue to be withheld
      during such paid leave of absence in accordance with Section 3.4.

10.2  UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Company for
      any reason to take an unpaid leave of absence from the service of the
      Company, the Participant shall continue to be considered in the service of
      the Company and the Participant shall be excused from making deferrals
      until the earlier of the date the leave of absence expires or the
      Participant returns to a paid employment or directorship status. Upon such
      expiration or return, deferrals shall resume for the remaining portion of
      the Plan Year in which the expiration or return occurs, based on the
      deferral election, if any, made for that Plan Year. If no election was
      made for that Plan Year, no deferral shall be withheld.

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                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1  TERMINATION. Although the Company anticipates that it will continue the
      Plan for an indefinite period of time, there is no guarantee that the
      Company will continue the Plan or will not terminate the Plan at any time
      in the future. Accordingly, the Company reserves the right to discontinue
      its sponsorship of the Plan and/or to terminate the Plan at any time with
      respect to any or all of its participating Employees or Board Members, by
      action of the Board. Upon a complete or partial termination of the Plan,
      the Plan Agreements of the affected Participants shall terminate and their
      vested Account Balances, determined as if they had experienced a
      Termination of Employment on the date of Plan termination or, if Plan
      termination occurs after the date upon which a Participant was eligible to
      Retire, then with respect to that Participant as if he or she had Retired
      on the date of Plan termination, shall be paid to the Participants in
      accordance with their distribution elections in effect at the time of the
      Plan termination; provided that, if the Participant requests and the
      Compensation Committee, in its sole discretion, permits, payment may be
      made as soon as practicable following Plan termination in a lump sum. The
      termination of the Plan shall not adversely affect any Participant or
      Beneficiary who has become entitled to the payment of any benefits under
      the Plan as of the date of termination.

11.2  AMENDMENT. The Company may, at any time, amend or modify the Plan in whole
      or in part by the action of the Board; provided, however, that no
      amendment or modification shall be effective to decrease or restrict the
      value of a Participant's vested Account Balance in existence at the time
      the amendment or modification is made, calculated as if the Participant
      had experienced a Termination of Employment as of the effective date of
      the amendment or modification or, if the amendment or modification occurs
      after the date upon which the Participant was eligible to Retire, the
      Participant had Retired as of the effective date of the amendment or
      modification. The amendment or modification of the Plan shall not affect
      any Participant or Beneficiary who has become entitled to the payment of
      benefits under the Plan as of the date of the amendment or modification;
      provided, however, that the Company shall have the right to accelerate
      installment payments by paying the vested Account Balance in a lump sum or
      pursuant to a Yearly Installment Method using fewer years (provided that
      the present value of all payments that will have been received by a
      Participant at any given point of time under the different payment
      schedule shall equal or exceed the present value of all payments that
      would have been received at that point in time under the original payment
      schedule).

11.3  PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above, if
      a Participant's Plan Agreement contains benefits or limitations that are
      not in this Plan

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      document, the Company may only amend or terminate such provisions with the
      consent of the Participant.

11.4  EFFECT OF PAYMENT. The full payment of the applicable benefit under
      Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
      obligations to a Participant and his or her designated Beneficiaries under
      this Plan and the Participant's Plan Agreement shall terminate.

11.5  AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN. Notwithstanding
      the previous Sections of this Article 11, the Plan may be amended at any
      time, retroactively if required, if found necessary, in the opinion of the
      Company, in order to ensure that the Plan is characterized as a
      non-tax-qualified "top hat" plan of deferred compensation maintained for a
      select group of management or highly compensated employees, as described
      under ERISA Sections 201(2), 301(a)(3) and 401(a)(1), to ensure that
      amounts under the Plan are not considered to be taxed to a Participant
      under the Federal income tax laws prior to the Participant's receipt of
      the amounts or to conform the Plan and the Trust to the provisions and
      requirements of any applicable law (including ERISA and the Code).

                                   ARTICLE 12
                                 ADMINISTRATION

12.1  COMMITTEE DUTIES. This Plan shall be administered by the Company's Plan
      Committee, which, unless and until reconstituted by the Board, shall be
      comprised of the Company's (i) President of Corporate Services, Chief
      Financial Officer and Treasurer, (ii) Vice President, Finance and
      Corporate Controller and (iii) Benefits Administrator. Members of the
      Committee may be Participants under this Plan. The Plan Committee shall
      have the responsibility for the administration of the Plan, except to the
      extent that any Plan administrative functions have been assigned hereunder
      to the Compensation Committee. In carrying out its duties, the Plan
      Committee shall have the discretion and authority to (i) interpret and
      enforce all appropriate rules and regulations for the administration of
      this Plan and (ii) decide or resolve any and all questions including
      interpretations of this Plan, as may arise in connection with the Plan.
      Any individual serving on the Plan Committee who is a Participant shall
      not vote or act on any matter relating solely to himself or herself. When
      making a determination or calculation, the Plan Committee shall be
      entitled to rely on information furnished by a Participant or the Company.

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12.2  AGENTS. In the administration of this Plan, both the Plan Committee and
      the Compensation Committee may, from time to time, employ agents and
      delegate to them such administrative duties as they see fit (including
      acting through a duly appointed representative) and may from time to time
      consult with counsel who may be counsel to the Company.

12.3  BINDING EFFECT OF DECISIONS. The decision or action of both the Plan
      Committee and the Compensation Committee with respect to any question
      arising out of or in connection with the administration, interpretation
      and application of the Plan and the rules and regulations promulgated
      hereunder shall be final and conclusive and binding upon all persons
      having any interest in the Plan.

12.4  INDEMNITY OF COMMITTEES. The Company shall indemnify and hold harmless the
      members of both the Plan Committee and the Compensation Committee, and any
      Employee to whom the duties of the Plan Committee or the Compensation
      Committee may be delegated, against any and all claims, losses, damages,
      expenses or liabilities arising from any action or failure to act with
      respect to this Plan, except in the case of willful misconduct by the Plan
      Committee or the Compensation Committee or any of its members or any such
      Employee. This indemnification shall be in addition to, and not in
      limitation of, any other indemnification protections of the Plan Committee
      or the Compensation Committee.

12.5  COMPANY INFORMATION. To enable the Plan Committee and the Compensation
      Committee to perform their functions, the Company shall supply full and
      timely information to them on all matters relating to the compensation of
      the Participants, the date and circumstances of the Retirement,
      Disability, death or Termination of Employment of the Participants, and
      such other pertinent information as the Plan Committee or the Compensation
      Committee may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1  COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
      or a Participant's Beneficiary under the Plan are in addition to any other
      benefits available to such Participant under any other plan or program for
      Employees or Board Members of the Company. The Plan shall supplement and
      shall not supersede, modify or amend any other plan or program except as
      may otherwise be expressly provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

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14.1  PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
      Participant (such Participant or Beneficiary being referred to below as a
      "Claimant") may deliver to the Committee a written claim for a
      determination with respect to the amounts distributable to such Claimant
      from the Plan. If such a claim relates to the contents of a notice
      received by the Claimant, the claim must be made within sixty (60) days
      after such notice was received by the Claimant. All other claims must be
      made within one hundred and eighty (180) days of the date on which the
      event that caused the claim to arise occurred. The claim must state with
      particularity the determination desired by the Claimant.

14.2  NOTIFICATION OF DECISION. The Committee or the Compensation Committee (if
      a claim relates to a function of the Compensation Committee) shall
      consider a Claimant's claim within a reasonable time, and shall notify the
      Claimant in writing:

      (a)  that the Claimant's requested determination has been made, and that
           the claim has been allowed in full; or

      (b)  that the Committee or the Compensation Committee has reached a
           conclusion contrary, in whole or in part, to the Claimant's requested
           determination, and such notice must set forth in a manner calculated
           to be understood by the Claimant:

           (i)   the specific reason(s) for the denial of the claim, or any
                 part of it;

           (ii)  specific reference(s) to pertinent provisions of the Plan upon
                 which such denial was based;

           (iii) a description of any additional material or information
                 necessary for the Claimant to perfect the claim, and an
                 explanation of why such material or information is necessary;
                 and

           (iv)  an explanation of the claim review procedure set forth in
                 Section 14.3 below.

14.3  REVIEW OF A DENIED CLAIM. Within sixty (60) days after receiving a notice
      from the Committee that a claim has been denied, in whole or in part, a
      Claimant (or the Claimant's duly authorized representative) may file with
      the Committee a written request for a review of the denial of the claim.
      Thereafter, but not later than thirty (30) days after the review procedure
      began, the Claimant (or the Claimant's duly authorized representative):

      (a)  may review pertinent documents;

      (b)  may submit written comments or other documents; and/or

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      (c)  may request a hearing, which the Committee or the Compensation
           Committee (if a claim relates to a function of the Compensation
           Committee), in its sole discretion, may grant.

14.4  DECISION ON REVIEW. The Committee or Compensation Committee shall render
      its decision on review promptly, and not later than sixty (60) days after
      the filing of a written request for review of the denial, unless a hearing
      is held or other special circumstances require additional time, in which
      case the Committee's or Compensation Committee's decision must be rendered
      within one hundred and twenty (120) days after such date. Such decision
      must be written in a manner calculated to be understood by the Claimant,
      and it must contain:

      (a)  specific reasons for the decision;

      (b)  specific reference(s) to the pertinent Plan provisions upon which the
           decision was based; and

      (c)  such other matters as the Committee or Compensation Committee deems
           relevant.

14.5  LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
      this Article 14 is a mandatory prerequisite to a Claimant's right to
      commence any legal action with respect to any claim for benefits under
      this Plan.

                                   ARTICLE 15
                                      TRUST

15.1  ESTABLISHMENT OF THE TRUST. The Company has established the Trust, and the
      Company intends, but is not required, to transfer over to the Trust at
      least annually such assets as the Company determines, in its sole
      discretion, are necessary to provide, on a present value basis, for its
      respective future liabilities created with respect to the Annual Deferral
      Amounts, Annual Company Contribution Amounts and Annual Company Matching
      Amounts for the Participants.

15.2  INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
      and the Plan Agreement shall govern the rights of a Participant to receive
      distributions pursuant to the Plan. The provisions of the Trust shall
      govern the rights of the Company, Participants and the creditors of the
      Company to the assets transferred to the Trust. The Company shall at all
      times remain liable to carry out its obligations under the Plan.

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15.3  DISTRIBUTIONS FROM THE TRUST. The Company's obligations under the Plan may
      be satisfied with Trust assets distributed pursuant to the terms of the
      Trust, and any such distribution shall reduce the Company's obligations
      under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1  STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
      within the meaning of Code Section 401(a) and that "is unfunded and is
      maintained by an employer primarily for the purpose of providing deferred
      compensation for a select group of management or highly compensated
      employee" within the meaning of ERISA Sections 201(2), 301(a)(3) and
      401(a)(1). The Plan shall be administered and interpreted to the extent
      possible in a manner consistent with that intent.

16.2  UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
      successors and assigns shall have no legal or equitable rights, interests
      or claims in any property or assets of the Company. For purposes of the
      payment of benefits under this Plan, any and all of the Company's assets
      shall be, and remain, the general, unpledged unrestricted assets of the
      Company. The Company's obligation under the Plan shall be merely that of
      an unfunded and unsecured promise to pay money in the future.

16.3  COMPANY'S LIABILITY. The Company's liability for the payment of benefits
      shall be defined only by the Plan and the Plan Agreement, as entered into
      between the Company and a Participant. The Company shall have no
      obligation to a Participant under the Plan except as expressly provided in
      the Plan and his or her Plan Agreement.

16.4  NONASSIGNABILITY. Neither a Participant nor any other person shall have
      any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
      or otherwise encumber, transfer, hypothecate, alienate or convey in
      advance of actual receipt, the amounts, if any, payable hereunder, or any
      part thereof, which are, and all rights to which are expressly declared to
      be, unassignable and non-transferable. No part of the amounts payable
      shall, prior to actual payment, be subject to seizure, attachment,
      garnishment or sequestration for the payment of any debts, judgments,
      alimony or separate maintenance owed by a Participant or any other person,
      be transferable by operation of law in the event of a Participant's or any
      other person's bankruptcy or insolvency or be transferable to a spouse as
      a result of a property settlement or otherwise.

16.5  NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
      not be deemed to constitute a contract of employment between the Company
      and the Participant.

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      Such employment is hereby acknowledged to be an "at will" employment
      relationship that can be terminated at any time for any reason, or no
      reason, with or without cause, and with or without notice, unless
      expressly provided in a written employment agreement. Nothing in this Plan
      shall be deemed to give a Participant the right to be retained in the
      service of the Company either as an Employee or Board Member, or to
      interfere with the right of the Company to discipline or discharge the
      Participant at any time.

16.6  FURNISHING INFORMATION. A Participant or his or her Beneficiary will
      cooperate with the Committee or Compensation Committee by furnishing any
      and all information requested by the Committee or Compensation Committee
      and take such other actions as may be requested in order to facilitate the
      administration of the Plan and the payments of benefits hereunder,
      including but not limited to taking such physical examinations as the
      Committee or Compensation Committee may deem necessary.

16.7  TERMS. Whenever any words are used herein in the masculine, they shall be
      construed as though they were in the feminine in all cases where they
      would so apply; and whenever any words are used herein in the singular or
      in the plural, they shall be construed as though they were used in the
      plural or the singular, as the case may be, in all cases where they would
      so apply.

16.8  CAPTIONS. The captions of the articles, sections and paragraphs of this
      Plan are for convenience only and shall not control or affect the meaning
      or construction of any of its provisions.

16.9  GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
      construed and interpreted according to the internal laws of Delaware
      without regard to its conflicts of laws principles.

16.10 NOTICE. Any notice or filing required or permitted to be given to the
      Committee or the Compensation Committee under this Plan shall be
      sufficient if in writing and hand-delivered, or sent by registered or
      certified mail, to the address below:

      President of Corporate Services, Chief Financial Officer and Treasurer
                             The J. Jill Group, Inc.
                               4 Batterymarch Park
                           Quincy, Massachusetts 02169

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark on the
      receipt for registration or certification.

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      Any notice or filing required or permitted to be given to a Participant
      under this Plan shall be sufficient if in writing and hand-delivered, or
      sent by mail, to the last known address of the Participant.

16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
      benefit of the Company and its successors and assigns and the Participant
      and the Participant's designated Beneficiaries.

16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
      Participant who has predeceased the Participant shall automatically pass
      to the Participant and shall not be transferable by such spouse in any
      manner, including but not limited to such spouse's will, nor shall such
      interest pass under the laws of intestate succession.

16.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
      for any reason, said illegality or invalidity shall not affect the
      remaining parts hereof, but this Plan shall be construed and enforced as
      if such illegal or invalid provision had never been inserted herein.

16.14 INCOMPETENT. If the Committee determines in its discretion that a benefit
      under this Plan is to be paid to a minor, a person declared incompetent or
      to a person incapable of handling the disposition of that person's
      property, the Committee may direct payment of such benefit to the
      guardian, legal representative or person having the care and custody of
      such minor, incompetent or incapable person. The Committee may require
      proof of minority, incompetence, incapacity or guardianship, as it may
      deem appropriate prior to distribution of the benefit. Any payment of a
      benefit shall be a payment for the account of the Participant and the
      Participant's Beneficiary, as the case may be, and shall be a complete
      discharge of any liability under the Plan for such payment amount.

16.15 COURT ORDER. The Committee is authorized to make any payments directed by
      court order in any action in which the Plan or the Committee has been
      named as a party. In addition, if a court determines that a spouse or
      former spouse of a Participant has an interest in the Participant's
      benefits under the Plan in connection with a property settlement or
      otherwise, the Committee, in its sole discretion, shall have the right,
      notwithstanding any election made by a Participant, to immediately
      distribute the spouse's or former spouse's interest in the Participant's
      benefits under the Plan to that spouse or former spouse.

16.16 DISTRIBUTION IN THE EVENT OF TAXATION.

      (a)  IN GENERAL. If, for any reason, all or any portion of a Participant's
           benefits under this Plan becomes taxable to the Participant prior to
           receipt, the Participant may petition the Compensation Committee, for
           a distribution of that portion of his or her benefit

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           that has become taxable. Upon the grant of such a petition, which
           grant shall not be unreasonably withheld (and, after a Change in
           Control, shall be granted), the Company shall distribute to the
           Participant immediately available funds in an amount equal to the
           taxable portion of his or her benefit (which amount shall not exceed
           a Participant's unpaid vested Account Balance under the Plan). If the
           petition is granted, the tax liability distribution shall be made
           within ninety (90) days of the date when the Participant's petition
           is granted. Such a distribution shall affect and reduce the benefits
           to be paid under this Plan.

      (b)  TRUST. If the Trust terminates in accordance with the provisions of
           the Trust and benefits are distributed from the Trust to a
           Participant in accordance with such provisions, the Participant's
           benefits under this Plan shall be reduced to the extent of such
           distributions.

16.17 INSURANCE. The Company, on its own behalf or on behalf of the trustee of
      the Trust, and, in its sole discretion, may apply for and procure
      insurance on the life of the Participant, in such amounts and in such
      forms as the Trust may choose. The Company or the trustee of the Trust, as
      the case may be, shall be the sole owner and beneficiary of any such
      insurance. The Participant shall have no interest whatsoever in any such
      policy or policies, and at the request of the Company shall submit to
      medical examinations and supply such information and execute such
      documents as may be required by the insurance company or companies to whom
      the Company has applied for insurance.

IN WITNESS WHEREOF, the Company has signed this Plan document as of January 1,
2002.

The J. Jill Group, Inc.            By: /s/ Olga L. Conley
                                       ------------------

                                   Title:  President of Corporate Services,
                                           --------------------------------

                                    Chief Financial Officer and Treasurer
                                    -------------------------------------

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