X0202 4 2004-02-25 0 0000910721 J JILL GROUP INC JILL 0001245080 HAYES JOHN J 14 CRAIG HILL ROAD MILTON MA 02186 0 1 0 0 EVP/Chief Marketing Officer Non-Statutory Stock Option (right to buy) 15.51 2004-02-25 4 A 0 12000 0 A 2004-02-25 2014-02-25 Common Stock 12000 12000 D Incentive Stock Option (right to buy) 15.51 2004-02-25 4 A 0 13000 0 A 2004-02-25 2014-02-25 Common Stock 13000 13000 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. 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. /s/ Linda L. Trudel, Signed as Attorney-in-Fact under "Power of Attorney and Confirming Statement" on file with the Commission. 2004-05-11