EMPLOYMENT AGREEMENT



             AGREEMENT, dated this 24th day of January, 2003 (this "Agreement"),

among J. Crew Group, Inc., a New York Corporation (the "Parent") and its

operating subsidiary J. Crew Operating Corp. (collectively with the Parent, the

"Company"), with offices at 770 Broadway, New York, New York, 10003 and Jeffrey

A. Pfeifle (the "Executive").



           l.  Term; Position and Responsibilities; Principal Work Location.



           (a) Term. Unless the Employment Period (as defined below) is

terminated earlier pursuant to Section 4 hereof, the Company shall engage the

Executive on the terms and subject to the conditions of this Agreement for a

five year term commencing on the earliest date mutually agreeable between the

parties hereto (the "Commencement Date") and ending on the day immediately

preceding the fifth anniversary of the Commencement Date (the "Initial Term").

Effective upon the expiration of the Initial Term and of each Additional Term

(as defined below), the Employment Period hereunder shall be deemed to be

automatically extended, upon the same terms and conditions for an additional

period of one year (each, an "Additional Term"), in each such case, commencing

upon the expiration of the Initial Term or the then current Additional Term, as

the case may be, unless the Company or the Executive, at least three months

prior to the expiration of the Initial Term or such Additional Term, shall give

written notice to the other party of its intention not to extend the Employment

Period (as defined below) hereunder. The period during which the Executive is

employed by the Company pursuant to this Agreement, including any extension

thereof in accordance with the preceding sentence, shall be referred to as the

"Employment Period."



           (b) Position and Responsibilities. During the Employment Period, the

Company hereby agrees to employ the Executive as the President and in such other

position or positions with the Company as the Chairman and Chief Executive

Officer of the Company (the "Chairman & CEO") may specify from time to time that

are consistent with the Executive's title and position. During the Employment

Period, the Executive shall perform the duties and responsibilities that are

customarily assigned to individuals serving in such position or positions and

such other duties and responsibilities as the Board may reasonably specify from

time to time that are consistent with the Executive's title and position. The

Executive shall report to the Chairman & CEO while the Chairman and CEO are the

same person and thereafter to the CEO.



           (c) During the Employment Period, excluding any periods of vacation

and sick leave to which the Executive is entitled, (i) the Executive shall

devote all of his working time and attention to the performance of his duties

and responsibilities hereunder and shall faithfully and diligently endeavor to

promote the business and best interests of the Company, and (ii) the Executive

may not, without the prior written consent of the Company, operate, participate

in the management, operations or control of, or act as an employee, officer,

consultant, agent or representative of, any type of business or service (other

than as the President of the Company), provided that it shall not be a violation

of the foregoing for the Executive to (A) act or serve as a director, trustee,

committee member or principal of any type of business or civic or charitable

organization, or (B) manage his personal, financial and legal affairs (provided

that the activities described in clauses (A) and (B) do not interfere with the

performance of his duties and responsibilities to the Company as provided

hereunder).



<PAGE>



           (d) Principal Place of Employment. Unless otherwise mutually agreed

upon, the Executive's principal place of employment shall be the New York

metropolitan area and the Executive shall also travel as reasonably required to

carry out his duties and obligations hereunder.



           2.  Compensation; Expenses; Benefits and Perquisites. During the

Employment Period, as compensation for the performance of the services by the

Executive, the Executive shall be entitled to the following compensation from



the Company:



           (a) Transition Bonus. Within a reasonable time after the date this

Agreement is executed, in order to assist the Executive in transitioning into

his new position and in partial consideration for lost compensation from his

former employer, the Company shall pay to the Executive a one-time transition

bonus of $1,000,000.



           (b) Base Salary. The Company shall pay the Executive, not less than

once a month pursuant to the Company's normal and customary payroll procedures,

a base salary at the rate of $760,000 per annum (the "Base Salary"). The Company

shall review the Executive's Base Salary annually.



           (c) Annual Bonus. In addition to the Base Salary, in respect of each

fiscal year during the Employment Period, the Executive shall have an

opportunity to earn an annual bonus (the "Bonus"), which shall be paid no later

than April 30 of the next succeeding fiscal year and which shall equal 25% of

Base Salary if "threshold performance objectives" are achieved, 50% of Base

Salary if the "target performance objectives" are achieved, and 100% of Base

Salary if "stretch performance objectives" are achieved, in accordance with the

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