EX-24 2 shermanpoa.txt ShermanPOA Exhibit 24 POWER OF ATTORNEY and CONFIRMING STATEMENT The undersigned hereby authorizes and designates each of Olga Conley, Linda Trudel, Mara Calame and Marc Litz, acting singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission (the "Commission") as a result of the undersigned's ownership of or transaction in securities of The J. Jill Group, Inc. and to file a copy of this Power of Attorney and Confirming Statement with the Commission if necessary or desirable to do so. The authority of Ms. Conley, Ms.Trudel, Ms. Calame and Mr. Litz under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned's ownership of or transactions in securities of The J.Jill Group, Inc., unless earlier revoked in writing. The undersigned acknowledges that Ms. Conley, Ms. Trudel, Ms. Calame and Mr. Litz are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: 12/10/2004 Michael P. Sherman Print Name /s/ Michael P. Sherman Signature