EMPLOYMENT AGREEMENT

1.

The parties hereby acknowledge and confirm that your employment with the Company is terminated effective as of June 17, 2005 (the “ Termination Date ”) and the Company will pay you your accrued and unpaid base salary through such date.

2.

Subject to this Letter Agreement becoming effective (as described in Paragraph 17 hereof), the Company will continue to pay you your base salary of $400,000 per annum (“ Continuation Severance Payment ”) for the twelve (12) month period (“ Severance Period ”) beginning on the day immediately following the Termination Date, payable in accordance with the Company’s regular payroll practices for its employees and you will be entitled to receive a lump sum amount equal to the product of (x) the Annual Bonus, if any, that you would have earned in fiscal year 2005 had your employment not been terminated and (y) a fraction, the numerator of which is the number of days in fiscal year 2005 through the Termination Date and the denominator of which is 365, payable when bonuses are generally paid to employees of the Company (“ Pro-Rata 2005 Bonus ”); provided that such Pro-Rata 2005 Bonus shall not be less than $38,000. The Company will also reimburse you for payments of COBRA premiums to continue your medical benefits if you so elect (“ Continuation Medical Benefit ”) for the Severance Period. Notwithstanding anything herein to the contrary, your right to receive the Continuation Severance Payment shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise (“ New Employment ”); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the Severance Period whether or not paid during the Severance Period (“ New Compensation ”) is less than $400,000 per annum, the Company will continue to pay you an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal $400,000 on an annualized basis. Your right to receive the Continuation Medical Benefit shall also cease immediately upon your being eligible for coverage under another group health plan in connection with any New Employment. You agree to immediately notify the Senior Vice-President of Human Resources upon obtaining New Employment and provide all information regarding compensation and medical benefits coverage reasonable requested by the Company. In addition, upon request, outplacement services will be provided in accordance with the Company’s policy.

3.

As of the Termination Date, you have (i) vested options to purchase 8,750 shares of Common Stock at $6.82 per share (the “ Vested Options ”), (ii) unvested options to purchase 26,250 shares of Common Stock of J.Crew Group, Inc. (“ Common Stock ”) at $6.82 per share, (iii) unvested options to purchase 10,000 shares of Common Stock at $15.00 per share and (iv) unvested options to purchase 10,000 shares of Common Stock at $25.00 per share ((ii) – (iv) are collectively referred to as the “ Unvested Options ”). You also have 25,000 unvested restricted shares of Common Stock (the “ Unvested Restricted Shares ”). You acknowledge that all of the Vested Options will terminate in 90 days from the Termination Date and all of the Unvested Options and Unvested Restricted Shares terminate effective immediately, in accordance with the provisions of your stock option agreement, restricted stock grant agreement and the J.Crew Group, Inc. 2003 Equity Incentive Plan.

4.

By signing this Letter Agreement, you agree that in exchange for the consideration set forth herein, you hereby voluntarily, fully and unconditionally release and forever discharge the Company, its present and former parent corporation(s), subsidiaries, divisions, affiliates and otherwise related entities and their respective incumbent and former employees, directors, plan administrators, officers and agents, individually and in their official capacities (collectively, the “ Releasees ”), jointly and severally from any and all charges, actions, causes of action, demands, debts, dues, bonds, accounts, covenants, contracts, liabilities, or damages of any nature whatsoever, whether now known or claimed, to whomever made, which you, your heirs or successors have or may have against any or all of the Releasees for or by reason of any cause, nature or thing whatsoever, up to the present time, including without limitation any claim or cause of action arising out of or related to your employment with the Company, the termination of such employment or your Employment Agreement, dated April 10, 2004, with the Company (the “ Employment Agreement ”), including, by way of examples and without limiting the broadest application of the foregoing, any actions, causes of action, or claims under any contract or federal, state or local decisional law, statues, regulations or constitutions, any claims for notice, pay in lieu of notice, wrongful dismissal, breach of contract, defamation or other tortious conduct, discrimination on the basis of actual or perceived disability, age, sex, race or any other factor (including, without limitation, any claim pursuant to Title VII of the Civil Rights Act of 1964, Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, as amended, the Family and Medical Act of 1993, the Equal Pay Act of 1963, the Fair Labor Standards Act, the State, City and local laws of New York, and the equal employment law or laws of the state and/or city in which you work), any claim pursuant to any other