X0202 4 2004-02-25 0 0000910721 J JILL GROUP INC JILL 0001244985 COOKE GORDON R 100 BELVIDERE STREET APT. 8H BOSTON MA 02199 1 1 0 0 President and CEO Non-Statutory Stock Option (right to buy) 15.51 2004-02-25 4 A 0 50000 0 A 2004-02-25 2014-02-25 Common Stock 50000 50000 D Date indicated is date of grant. Option vests as follows: one-third on each of February 25, 2005, February 25, 2006 and February 25, 2007. Option vests in full upon death of holder while employed by the Company or upon a Qualified Retirement. Option is subject to accelerated vesting in the event that Qualified Sale occurs and immediately prior to closing of such Qualified Sale holder is an employee of the Company. Immediately prior to such closing option shall become exercisable as to an additional number of shares, up to 100%, equal to one-third of the shares subject to the option. Qualified Retirement means the holder's retirement from employment at a time when the holder's successor as Chief Executive Officer of the Company has accepted the Company's offer of employment in such capacity. /s/ Linda L. Trudel, Signed as Attorney-in-Fact under "Power of Attorney and Confirming Statement" on file with the Commission. 2004-05-11