X0202 3 2005-06-02 0 0000910721 J JILL GROUP INC JILL 0001328330 Fiske John III THE J. JILL GROUP, INC. 4 BATTERYMARCH PARK QUINCY MA 02169 0 1 0 0 SVP, Human Resources Incentive Stock Option (right to buy) 12.39 2005-03-14 2015-03-14 Common Stock 20000 D Date indicated is date of grant. Option vests as follows: (a) one-third on March 14, 2006; (b) one-third on March 14, 2007; (c) one-third on March 14, 2008. Option vests in full upon death of holder while employed by the Company. Option is subject to accelerated vesting in event that a "Qualified Sale" occurs and immediately prior to such Qualified Sale holder is an employee of the Company. Immediately prior to such Qualified Sale the option shall become exercisable as to an additional one-third of the shares subject to the option. "Qualified Sale" means closing of a sale of all or substantially all of the assets or issued and outstanding capital stock of the Company, or the closing of a merger or consolidation involving the Company in which stockholders of the Company immediately before such merger or consolidation do not own immediately after such merger or consolidation capital stock or other equity interest of surviving corporation or entity representing more than fifty percent in voting power of capital stock or other equity interest of such surviving corporation or entity outstanding immediately after such merger or consolidation. /s/ Linda L. Trudel, signed as Attorney-in-Fact under "Power of Attorney and Confirming Statement" attached hereto. 2005-06-06