Exhibit
10.3


 





 


THE J. JILL GROUP, INC.


Trust Agreement


 


 


Restated as of September 17, 2004


 
















 


TRUST AGREEMENT


 


Table of Contents


 


	
  Article

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 Name, Intentions, Irrevocability,
  Deposit and Definitions

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Name

  
	
   

  	
  1.2

  	
  Intentions

  
	
   

  	
  1.3

  	
  Irrevocability;
  Creditor Claims

  
	
   

  	
  1.4

  	
  Initial Deposit

  
	
   

  	
  1.5

  	
  Definitions

  
	
   

  	
  1.6

  	
  Grantor Trust

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 General Administration

  
	
   

  
	
   

  	
  2.1

  	
  Committee
  Directions and Administration

  
	
   

  	
  2.2

  	
  Contributions

  
	
   

  	
  2.3

  	
  Trust Fund

  
	
   

  	
  2.4

  	
  Distribution
  of Excess Trust Fund to Employers

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 Powers and Duties of Trustee

  
	
   

  
	
   

  	
  3.1

  	
  Investment Directions

  
	
   

  	
  3.2

  	
  Management of Investments

  
	
   

  	
  3.3

  	
  Securities

  
	
   

  	
  3.4

  	
  Substitution

  
	
   

  	
  3.5

  	
  Distributions

  
	
   

  	
  3.6

  	
  Trustee
  Responsibility Regarding Payments on Insolvency

  
	
   

  	
  3.7

  	
  Costs of Administration

  
	
   

  	
  3.8

  	
  Trustee Compensation
  and Expenses

  
	
   

  	
  3.9

  	
  Professional Advice

  
	
   

  	
  3.10

  	
  Payment on Court Order

  
	
   

  	
  3.11

  	
  Protective Provisions

  
	
   

  	
  3.12

  	
  Indemnifications

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 Insurance Contracts

  
	
   

  
	
   

  	
  4.1

  	
  Types of Contracts

  
	
   

  	
  4.2

  	
  Ownership

  
	
   

  	
  4.3

  	
  Restrictions on
  Trustee’s Rights

  
	
   

  	
  4.4

  	
  Trustee’s Duties

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 Trustee’s Accounts

  
	
   

  
	
   

  	
  5.1

  	
  Records

  
	
   

  	
  5.2

  	
  Annual Accounting;
  Final Accounting

  
				



 


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  5.3

  	
  Valuation

  
	
   

  	
  5.4

  	
  Delegation of Duties

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 Resignation or Removal of Trustee

  
	
   

  
	
   

  	
  6.1

  	
  Resignation; Removal

  
	
   

  	
  6.2

  	
  Successor Trustee

  
	
   

  	
  6.3

  	
  Settlement of Accounts

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 Controversies, Legal Actions and
  Counsel

  
	
   

  
	
   

  	
  7.1

  	
  Controversy

  
	
   

  	
  7.2

  	
  Joinder of Parties

  
	
   

  	
  7.3

  	
  Employment of Counsel

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 Insurers

  
	
   

  
	
   

  	
  8.1

  	
  Insurer Not a Party

  
	
   

  	
  8.2

  	
  Authority of Trustee

  
	
   

  	
  8.3

  	
  Contract Ownership

  
	
   

  	
  8.4

  	
  Limitation of Liability

  
	
   

  	
  8.5

  	
  Change of Trustee

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 Amendment and Termination

  
	
   

  
	
   

  	
  9.1

  	
  Amendment

  
	
   

  	
  9.2

  	
  Final Termination

  
	
   

  	
  9.3

  	
  Fail Safe Provision

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 Miscellaneous

  
	
   

  
	
   

  	
  10.1

  	
  Taxes

  
	
   

  	
  10.2

  	
  Third Persons

  
	
   

  	
  10.3

  	
  Nonassignability;
  Nonalienation

  
	
   

  	
  10.4

  	
  The Plan

  
	
   

  	
  10.5

  	
  Applicable Law

  
	
   

  	
  10.6

  	
  Notices and Directions

  
	
   

  	
  10.7

  	
  Successors and Assigns

  
	
   

  	
  10.8

  	
  Gender and Number

  
	
   

  	
  10.9

  	
  Headings

  
	
   

  	
  10.10

  	
  Counterparts

  
	
   

  	
  10.11

  	
  Beneficial Interest

  
	
   

  	
  10.12

  	
  The Trust and Plan

  
	
   

  	
  10.13

  	
  Effective Date

  



 


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TRUST AGREEMENT

FOR

THE J. JILL GROUP, INC. 

DEFERRED COMPENSATION PLAN


 


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


 


Article 1

Name, Intentions, Irrevocability,

Deposit and Definitions


 


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


 


TRUST AGREEMENT FOR

THE J. JILL GROUP, INC. DEFERRED COMPENSATION PLAN


 


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


 


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


 


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


 


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


 


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


 


Article 2

General Administration


 


2.1                                 Committee Directions and Administration.  The Committee shall direct the Trustee as to
the administration of the Trust in accordance with the following provisions:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 3

Powers and Duties of Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.5                                 Distributions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.6                                 Trustee Responsibility Regarding Payments on
Insolvency.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9
















 


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


 


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


 


3.12                           Indemnifications.


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 4

Insurance Contracts


 


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


 


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


 


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


 


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


 


11
















 


Article 5

Trustee’s Accounts


 


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


 


5.2                                 Annual Accounting; Final Accounting.


 


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


 


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


 


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


 


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


 


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


 


12
















 


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


 


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


 


Article 6

Resignation or Removal of Trustee


 


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


 


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


 


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


 


Article 7

Controversies, Legal Actions and Counsel


 


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


 


13
















 


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


 


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


 


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


 


Article 8

Insurers


 


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


 


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


 


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


 


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


 


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


 


14
















 


Article 9

Amendment and Termination


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15
















 


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


 


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


 


9.3                                 Fail Safe Provision


 


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


 


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


 


16
















 


Article 10

Miscellaneous


 


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


 


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


 


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


 


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


 


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


 


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


 


17
















 


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


 


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


 


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


 


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


 


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


 


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


 


10.13                     Effective Date.  The effective date of this Trust Agreement,
as amended and restated, shall be September 17, 2004.


 


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


 


 


	
  TRUSTEE: 

  	
   

  	
  THE COMPANY:

  
	
   

  	
   

  	
   

  
	
  Eastern Bank & Trust Co. 

  	
   

  	
  The J. Jill Group, Inc. 

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David R. Sawyer

  	
   

  	
   

  	
  By:

  	
  /s/ Olga L.
  Conley

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Eastern Bank, TTEE

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President /

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer and Treasurer

  	
   

  
									



 


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