J JILL GROUP INC Contracts & Agreements

Agreement to ProtectCorporate Property (Filed With SEC on March 16, 2006)

THE J. JILL GROUP, INC. THIRD AMENDED AND RESTATED 1998 EMPLOYEESTOCK PURCHASE PLAN (Filed With SEC on February 8, 2006)

AGREEMENT AND PLAN OF MERGER by and among The J. Jill Group, Inc., The Talbots, Inc., and Jack Merger Sub, Inc. dated as of February 5, 2006 (Filed With SEC on February 7, 2006)

AMENDED ANDRESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (Filed With SEC on January 27, 2006)

THE J. JILL GROUP, INC. 2006 LEADERSHIP INCENTIVE PLAN (Filed With SEC on January 27, 2006)

SEVENTHAMENDMENT TO FIFTH AMENDED ANDRESTATED LOAN AGREEMENT (Filed With SEC on January 4, 2006)

AMENDED AND RESTATED REVOLVINGNOTE (Filed With SEC on January 4, 2006)

SEVERANCE AGREEMENT (Filed With SEC on December 23, 2005)

SEVERANCEAGREEMENT (Filed With SEC on December 23, 2005)

SEVERANCE AGREEMENT (Filed With SEC on December 23, 2005)

CHANGE INCONTROL SEVERANCE AGREEMENT (Filed With SEC on December 23, 2005)

Effective January 1, 2005 (Filed With SEC on November 15, 2005)

TRUSTAGREEMENT Tableof Contents (Filed With SEC on November 15, 2005)

Agreement toProtect Corporate Property (Filed With SEC on October 20, 2005)

Incentive Stock Option Granted by THE J. JILLGROUP, INC. (hereinaftercalled the Company) to (hereinaftercalled the Holder) underthe 2001 INCENTIVE ANDNON-STATUTORY STOCK OPTION... (Filed With SEC on August 4, 2005)

Non-Statutory Stock Option Granted by THE J. JILL GROUP, INC. (hereinafter called the Company) to (hereinafter called the Holder) under the 2001 INCENTIVE AND NON-STATUTORY STOCK... (Filed With SEC on August 4, 2005)

Incentive Stock Option Granted by THE J. JILL GROUP, INC. (hereinafter called the Company) to (hereinafter called the Holder) under the 2001 INCENTIVE ANDNON-STATUTORY STOCK... (Filed With SEC on August 4, 2005)

Non-Statutory Stock Option Granted by THE J. JILL GROUP, INC. (hereinafter called the Company) to (hereinafter called the Holder) under the 2001 INCENTIVE AND NON-STATUTORY STOCK... (Filed With SEC on August 4, 2005)

Incentive Stock Option Granted by THE J. JILL GROUP, INC. (hereinafter called the Company) to (hereinafter called the Holder) under the 2001 INCENTIVE ANDNON-STATUTORY STOCK... (Filed With SEC on August 4, 2005)

Non-Statutory Stock Option Granted by THE J. JILL GROUP, INC. (hereinafter called the Company) to (hereinafter called the Holder) under the 2001 INCENTIVE AND NON-STATUTORY STOCK... (Filed With SEC on August 4, 2005)

Incentive Stock Option Granted by THE J. JILL GROUP, INC. (hereinafter called the Company) to (hereinafter called the Holder) under the 2001 INCENTIVE ANDNON-STATUTORY STOCK... (Filed With SEC on August 4, 2005)

Non-Statutory Stock Option Granted by THE J. JILL GROUP, INC. (hereinafter called the Company) to (hereinafter called the Holder) under the 2001 INCENTIVE AND NON-STATUTORY STOCK... (Filed With SEC on August 4, 2005)

SIXTH AMENDMENT TOFIFTH AMENDED AND RESTATED LOANAGREEMENT (Filed With SEC on June 21, 2005)

THE J. JILL GROUP, INC. AMENDEDAND RESTATED 2005INCENTIVE COMPENSATION PLAN (Filed With SEC on June 7, 2005)

THE J.JILL GROUP, INC. 2005 FALLSEASON SUPPLEMENTAL EXECUTIVE BONUS PLAN (Filed With SEC on June 7, 2005)

Amended and Restated 2001 Incentive and Non-Statutory Stock OptionPlan of THE J.JILL GROUP, INC. (Filed With SEC on January 28, 2005)

FIFTH AMENDMENT TOFIFTH AMENDED AND RESTATED LOANAGREEMENT (Filed With SEC on December 28, 2004)

AMENDMENT TO SECURITY AGREEMENT (Filed With SEC on December 28, 2004)

SECURITY AGREEMENT (Filed With SEC on December 28, 2004)

GUARANTY (UNLIMITED) (Filed With SEC on December 28, 2004)

PLEDGE AGREEMENT (Filed With SEC on December 28, 2004)

FIRST PLEDGE AND SECURITYAGREEMENT (Collateral Assignment ofMembership Interests) (Filed With SEC on December 28, 2004)

ASSIGNMENT AND ASSUMPTION AGREEMENT (Filed With SEC on December 28, 2004)

THE J.JILL GROUP, INC. 2005INCENTIVE COMPENSATION PLAN (Filed With SEC on December 23, 2004)

THE J.JILL GROUP, INC. 2005SPRING SEASON SUPPLEMENTAL EXECUTIVE BONUSPLAN (Filed With SEC on December 23, 2004)

Agreement to ProtectCorporate Property (Filed With SEC on December 15, 2004)

THE J. JILL GROUP, INC. SECOND AMENDED AND RESTATED 1998 EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on December 15, 2004)

FOURTH AMENDMENT TO FIFTHAMENDED AND RESTATED LOANAGREEMENT (Filed With SEC on October 1, 2004)

FIRST AMENDMENT TO AMENDED AND RESTATEDREVOLVING NOTE FROM THE J. JILL GROUP, INC. TO CITIZENS BANK OFMASSACHUSETTS (Filed With SEC on October 1, 2004)

FIRST AMENDMENT TO AMENDED AND RESTATEDREVOLVING NOTE FROM THE J. JILL GROUP, INC. TO HSBC BANK USA, NATIONALASSOCIATION (Filed With SEC on October 1, 2004)

FIRST AMENDMENT TO AMENDED AND RESTATEDREVOLVING NOTE FROM THE J. JILL GROUP, INC. TO BANKNORTH, N.A. (Filed With SEC on October 1, 2004)

THE J.JILL GROUP, INC. 2004 Fall Season Special Bonus Plan (Filed With SEC on September 22, 2004)

TRUST AGREEMENT Table of Contents (Filed With SEC on September 22, 2004)

2001 Incentive and Non-Statutory Stock Option Plan of THE J.JILL GROUP, INC. TABLEOF CONTENTS (Filed With SEC on August 10, 2001)

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J JILL GROUP INC Contracts & Agreements