Exhibit 10.2


 





 


THE J. JILL GROUP, INC.


Trust Agreement


 


 


Restated as of January 1, 2005


 





















 


TRUST
AGREEMENT


 


Table
of Contents


 


	
  Article

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 Name, Intentions, Irrevocability, Deposit and
  Definitions

  	
  1

  
	
   

  	
   

  
	
  1.1

  	
  Name

  	
  1

  
	
  1.2

  	
  Intentions

  	
  1

  
	
  1.3

  	
  Irrevocability; Creditor Claims

  	
  1

  
	
  1.4

  	
  Initial Deposit

  	
  2

  
	
  1.5

  	
  Definitions

  	
  2

  
	
  1.6

  	
  Grantor Trust

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 General Administration

  	
  2

  
	
   

  	
   

  
	
  2.1

  	
  Committee Directions and Administration

  	
  2

  
	
  2.2

  	
  Contributions

  	
  3

  
	
  2.3

  	
  Trust Fund

  	
  3

  
	
  2.4

  	
  Distribution of Excess Trust Fund to Company

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 Powers and Duties of Trustee

  	
  3

  
	
   

  	
   

  
	
  3.1

  	
  Investment Directions

  	
  3

  
	
  3.2

  	
  Management of Investments

  	
  3

  
	
  3.3

  	
  Securities

  	
  6

  
	
  3.4

  	
  Substitution

  	
  6

  
	
  3.5

  	
  Distributions

  	
  6

  
	
  3.6

  	
  Trustee Responsibility Regarding Payments on Insolvency

  	
  7

  
	
  3.7

  	
  Costs of Administration

  	
  9

  
	
  3.8

  	
  Trustee Compensation and Expenses

  	
  9

  
	
  3.9

  	
  Professional Advice

  	
  9

  
	
  3.10

  	
  Payment on Court Order

  	
  9

  
	
  3.11

  	
  Protective Provisions

  	
  9

  
	
  3.12

  	
  Indemnifications

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 Insurance Contracts

  	
  10

  
	
   

  	
   

  
	
  4.1

  	
  Types of Contracts

  	
  10

  
	
  4.2

  	
  Ownership

  	
  10

  
	
  4.3

  	
  Restrictions on Trustee’s Rights

  	
  10

  
	
  4.4

  	
  Trustee’s Duties

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5
  Trustee’s Accounts

  	
  11

  
	
   

  	
   

  
	
  5.1

  	
  Records

  	
  11

  
	
  5.2

  	
  Annual Accounting; Final Accounting

  	
  11

  
				



 


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  5.3

  	
  Valuation

  	
  12

  
	
  5.4

  	
  Delegation of Duties

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 Resignation or Removal of Trustee

  	
  12

  
	
   

  	
   

  
	
  6.1

  	
  Resignation; Removal

  	
  12

  
	
  6.2

  	
  Successor Trustee

  	
  12

  
	
  6.3

  	
  Settlement of Accounts

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 Controversies, Legal Actions and Counsel

  	
  13

  
	
   

  	
   

  
	
  7.1

  	
  Controversy

  	
  13

  
	
  7.2

  	
  Joinder of Parties

  	
  13

  
	
  7.3

  	
  Employment of Counsel

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8
  Insurers

  	
  13

  
	
   

  	
   

  
	
  8.1

  	
  Insurer Not a Party

  	
  13

  
	
  8.2

  	
  Authority of Trustee

  	
  13

  
	
  8.3

  	
  Contract Ownership

  	
  14

  
	
  8.4

  	
  Limitation of Liability

  	
  14

  
	
  8.5

  	
  Change of Trustee

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 Amendment and Termination

  	
  14

  
	
   

  	
   

  
	
  9.1

  	
  Amendment

  	
  14

  
	
  9.2

  	
  Final Termination

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 Miscellaneous

  	
  15

  
	
   

  	
   

  
	
  10.1

  	
  Taxes

  	
  15

  
	
  10.2

  	
  Third Persons

  	
  16

  
	
  10.3

  	
  Nonassignability; Nonalienation

  	
  16

  
	
  10.4

  	
  The Plan

  	
  16

  
	
  10.5

  	
  Applicable Law

  	
  16

  
	
  10.6

  	
  Notices and Directions

  	
  16

  
	
  10.7

  	
  Successors and Assigns

  	
  16

  
	
  10.8

  	
  Gender and Number

  	
  16

  
	
  10.9

  	
  Headings

  	
  16

  
	
  10.10

  	
  Counterparts

  	
  16

  
	
  10.11

  	
  Beneficial Interest

  	
  17

  
	
  10.12

  	
  The Trust and Plan

  	
  17

  
	
  10.13

  	
  Effective Date

  	
  17

  



 


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TRUST
AGREEMENT

FOR

THE J. JILL GROUP, INC. 

DEFERRED COMPENSATION PLAN


 


THIS TRUST AGREEMENT (“Trust Agreement”)
between The J. Jill Group, Inc. (the “Company”) and Eastern Bank (the “Trustee”),
which was originally effective as of January 1, 2002, is hereby restated
as of January 1, 2005 in order to evidence the trust (the “Trust”) to be
established, pursuant to (i) The J. Jill Group, Inc. Deferred
Compensation Plan adopted on January 1, 2002 and restated as of September 17,
2004 and (ii) The J. Jill Group, Inc. 2005 Deferred Compensation Plan
(hereinafter singly and collective referred to as the “Plan”), for the benefit
of  a select group of management or
highly compensated employees who contribute materially to the continued growth,
development and business success of the Company.


 


ARTICLE 1

Name, Intentions, Irrevocability,

Deposit and Definitions


 


1.1                                 Name. 
The name of the Trust created by this Agreement (the “Trust”) shall be:


 


TRUST
AGREEMENT FOR

THE J. JILL GROUP, INC. DEFERRED COMPENSATION PLAN


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 2

General Administration


 


2.1                                 Committee Directions and Administration.  The Plan Committee (the “Committee”)
established pursuant to Article 12 of the Plan shall direct the Trustee as
to the administration of the Trust in accordance with the following provisions:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 3

Powers and Duties of Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.3                                 Securities.  Voting or other rights in securities shall be
exercised by the person or entity responsible for directing such investments,
and the Trustee shall have no duty to exercise voting or proxy or other rights
relating to any investment managed or directed by the Committee.  If any foreign securities are purchased
pursuant to the direction of the Committee, it shall be the responsibility of
the person or entity responsible for directing such investments to advise the
Trustee in writing of any laws or regulations, either foreign or domestic, that
apply to such foreign securities or to the receipt of dividends or interest on such
securities.


 


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


 


3.5                                 Distributions.


 


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


 


(b)                                 Except as otherwise
provided herein, the Trustee shall make payments to the Participants and their
Beneficiaries in accordance with written directions from the Committee.  The Trustee, at the direction of the Committee,
may make any distribution required to be made by it hereunder by delivering:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.6                                 Trustee Responsibility Regarding Payments on
Insolvency.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.10                           Payment on Court Order.  To the extent permitted by law, the Trustee
is authorized to make any payments directed by court order in any action in
which the Trustee has been named as a party. 
The Trustee is not obligated to defend actions in which the Trustee is
named, but shall notify the Company or Committee of any such action and may
tender defense of the action to the Company, Committee, Participant or
Beneficiary whose interest is affected. 
Subject to Section 3.7, the Trustee may in its discretion defend
any action in which the Trustee is named, and any expenses incurred by the
Trustee shall be paid by the Company. 
The Trustee is authorized to pay such amounts from the Trust Fund if the
Company fails to pay them within sixty (60) days of presentation of a statement
of the amounts due.


 


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


 


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3.12                           Indemnifications.


 


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


 


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


 


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


 


ARTICLE 4

Insurance Contracts


 


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


 


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


 


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


 


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


 


ARTICLE 5

Trustee’s Accounts


 


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


 


5.2                                 Annual Accounting; Final Accounting.


 


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


 


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


 


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


 


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persons having or claiming any interest in
the Plan or the Trust Fund were made parties.


 


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


 


5.3                                 Valuation.  The assets of the Trust Fund shall be valued
at their respective fair market values on the date of valuation, as determined
by the Trustee based upon such sources of information as it may deem reliable,
including, but not limited to, stock market quotations, statistical valuation
services, newspapers of general circulation, financial publications, advice
from investment counselors, brokerage firms or insurance companies, or any
combination of sources.  The Committee
shall instruct the Trustee as to the value of assets for which market values
are not readily obtainable by the Trustee. 
If the Committee fails to provide such values, the Trustee may take
whatever action it deems reasonable, including employment of attorneys,
appraisers, life insurance companies or other professionals, the expense of
which shall be an expense of administration of the Trust Fund and payable by
the Company.  The Trustee may rely upon
information from the Company, the Committee, appraisers or other sources and
shall not incur any liability for an inaccurate valuation based in good faith
upon such information.


 


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


 


ARTICLE 6

Resignation or Removal of Trustee


 


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


 


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


 


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


 


ARTICLE 7

Controversies, Legal Actions and Counsel


 


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


 


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


 


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


 


ARTICLE 8

Insurers


 


8.1                                 Insurer Not a Party.  No insurer shall be deemed to be a party to
the Trust and an insurer’s obligations shall be measured and determined solely
by the terms of contracts and other agreements executed by it.


 


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


 


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


 


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


 


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


 


ARTICLE 9

Amendment and Termination


 


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


 


(a)                                  General Rule.  Subject to Sections 9.1(b), (c) and (d) below,
this Trust Agreement may be amended:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 10

Miscellaneous


 


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


 


15





















 


return being the sole responsibility of the
Committee.  The Trustee shall cooperate
with the Committee in connection with the preparation and filing of any such
return.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10.13                     Effective Date.  The effective date of this Trust Agreement,
as amended and restated, shall be January 1, 2005.


 


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


 


	
  TRUSTEE:

  	
  THE COMPANY:

  
	
   

  	
   

  
	
  Eastern Bank

  	
  The J. Jill Group, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ DAVID R. SAWYER

  	
   

  	
  By:

  	
  /s/ OLGA L. CONLEY

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  David R. Sawyer, VP

  	
   

  	
  Title:

  	
  EVP/CAO & CFO

  	
   

  
	
   

  	
  Eastern Bank, TTEE

  	
   

  	
   

  	
   

  	
   

  
								



 


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