10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(mark one)

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended May 1, 2010

Or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number 1-4908

The TJX Companies, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	04-2207613
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
770 Cochituate Road Framingham, Massachusetts	01701
(Address of principal executive offices)	(Zip Code)

(508) 390-1000
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ  NO o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ  NO o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer þ	Accelerated Filer o	Non-Accelerated Filer o	Smaller Reporting Company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o  NO þ.

The number of shares of registrant’s common stock outstanding as of May 1, 2010: 407,979,188

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 6. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-10.1 5-year Revolving Credit Agreement dated May 5, 2005
EX-10.2 The Employment Agreement dated as of June 2, 2009 between Bernard Cammarata and TJX
EX-10.3 The Employment Agreement dated as of February 1, 2009 between Carol Meyrowitz and TJX
EX-10.4 The Employment Agreement dated as of April 5, 2008 between Jeffrey Naylor and TJX
EX-10.5 The Employment Agreement dated as of January 29, 2010 between Ernie Herrman and TJX
EX-10.6 The Employment Agreement dated as of January 29, 2010 between Jerome Rossi and TJX
EX-10.7 The Employment Agreement dated as of January 29, 2010 between and among Paul Sweetenham, TJX U.K., and TJX
EX-10.8 The Settlement Agreement by and between The TJX Companies, Inc. and Mastercard International Incorporated, dated April 2, 2008
EX-10.9 The Employment Agreement dated as of June 6, 2008 between Donald G. Campbell and TJX
EX-10.10 Amendment to The TJX Companies, Inc. Management Incentive Plan dated February 2, 2010
EX-10.11 The TJX Companies, Inc. Management Incentive Plan, as amended and restated effective as of March 5, 2010
EX-10.12 Amendment to The TJX Companies, Inc. Long Range Performance Incentive Plan dated February 2, 2010
EX-10.13 The TJX Companies, Inc. Long Range Performance Incentive Plan, as amended and restated effective as of March 5, 2010
EX-10.14 The TJX Companies, Inc. Executive Savings Plan (2010 Restatement), effective as of January 1, 2010
EX-31.1 Certification of Chief Executive Officer pursuant to Section 302
EX-31.2 Certification of Chief Financial Officer pursuant to Section 302
EX-32.1 Certification of Chief Executive Officer pursuant to Section 906
EX-32.2 Certification of Chief Financial Officer pursuant to Section 906
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

THE TJX COMPANIES, INC.
STATEMENTS OF INCOME
(UNAUDITED)
AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS

	Thirteen Weeks Ended
	May 1,		May 2,
	2010		2009
Net sales	$	5,016,540	$	4,354,224
Cost of sales, including buying and occupancy costs		3,648,674		3,273,346
Selling, general and administrative expenses		821,363		735,057
Interest expense, net		10,202		6,601
Income before provision for income taxes		536,301		339,220
Provision for income taxes		204,867		130,006
Net income	$	331,434	$	209,214
Basic earnings per share:
Net income	$	0.81	$	0.51
Weighted average common shares – basic		408,053		412,544
Diluted earnings per share:
Net income	$	0.80	$	0.49
Weighted average common shares – diluted		414,400		431,920
Cash dividends declared per share	$	0.15	$	0.12

The accompanying notes are an integral part of the financial statements.

2

THE TJX COMPANIES, INC.
BALANCE SHEETS
IN THOUSANDS, EXCEPT SHARE DATA

	May 1,			January 30,			May 2,
	2010			2010			2009
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,833,270		$	1,614,607		$	1,012,495
Short-term investments		126,071			130,636			56,747
Accounts receivable, net		168,043			148,126			150,406
Merchandise inventories		2,615,079			2,532,318			2,817,711
Prepaid expenses and other current assets		240,415			255,707			231,067
Current deferred income taxes, net		122,539			122,462			138,487
Total current assets		5,105,417			4,803,856			4,406,913
Property at cost:
Land and buildings		282,296			281,527			277,087
Leasehold costs and improvements		1,953,608			1,930,977			1,767,692
Furniture, fixtures and equipment		3,141,442			3,087,419			2,833,906
Total property at cost		5,377,346			5,299,923			4,878,685
Less accumulated depreciation and amortization		3,122,971			3,026,041			2,725,948
Net property at cost		2,254,375			2,273,882			2,152,737
Property under capital lease, net of accumulated amortization of $19,916; $19,357 and $17,682, respectively		12,656			13,215			14,890
Other assets		202,161			193,230			184,734
Goodwill and tradename, net of amortization		179,901			179,794			179,593
TOTAL ASSETS	$	7,754,510		$	7,463,977		$	6,938,867
LIABILITIES
Current liabilities:
Current installments of long-term debt	$	—		$	—		$	742,227
Obligation under capital lease due within one year		2,434			2,355			2,218
Accounts payable		1,684,956			1,507,892			1,551,403
Accrued expenses and other liabilities		1,079,451			1,248,002			982,156
Federal, foreign and state income taxes payable		247,794			136,737			50,250
Total current liabilities		3,014,635			2,894,986			3,328,254
Other long-term liabilities		688,123			697,099			734,262
Non-current deferred income taxes, net		222,836			192,447			148,946
Obligation under capital lease, less portion due within one year		15,194			15,844			17,628
Long-term debt, exclusive of current installments		774,344			774,325			374,303
Commitments and contingencies		—			—			—
SHAREHOLDERS’ EQUITY
Common stock, authorized 1,200,000,000 shares, par value $1, issued and outstanding 407,979,188; 409,386,126 and 413,533,634, respectively		407,979			409,386			413,534
Additional paid-in capital		—			—			11,668
Accumulated other comprehensive (loss)		(137,298	)		(134,124	)		(188,834	)
Retained earnings		2,768,697			2,614,014			2,099,106
Total shareholders’ equity		3,039,378			2,889,276			2,335,474
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	7,754,510		$	7,463,977		$	6,938,867

The accompanying notes are an integral part of the financial statements.

3

THE TJX COMPANIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
IN THOUSANDS

	Thirteen Weeks Ended
	May 1,			May 2,
	2010			2009
Cash flows from operating activities:
Net income	$	331,434		$	209,214
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		113,613			104,147
Loss on property disposals		1,788			326
Deferred income tax provision		18,159			18,301
Amortization of stock compensation expense		13,313			12,404
Excess tax benefits from stock compensation expense		(15,475	)		(166	)
Changes in assets and liabilities:
(Increase) in accounts receivable		(19,894	)		(6,077	)
(Increase) in merchandise inventories		(79,328	)		(183,812	)
Decrease in prepaid expenses and other current assets		7,456			37,828
Increase in accounts payable		175,234			267,451
(Decrease) in accrued expenses and other liabilities		(13,502	)		(100,765	)
Other		(5,382	)		2,180
Net cash provided by operating activities		527,416			361,031
Cash flows from investing activities:
Property additions		(149,094	)		(66,449	)
Purchase of short-term investments		(29,192	)		(56,747	)
Sales and maturities of short-term investments		39,904			—
Proceeds from repayments on note receivable		227			212
Net cash (used in) investing activities		(138,155	)		(122,984	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		—			374,295
Cash payments for debt issuance expenses		—			(3,234	)
Payments on capital lease obligation		(571	)		(528	)
Cash payments for repurchase of common stock		(230,222	)		(32,424	)
Proceeds from issuance of common stock		88,090			10,245
Excess tax benefits from stock compensation expense		15,475			166
Cash dividends paid		(49,092	)		(45,408	)
Net cash (used in) provided by financing activities		(176,320	)		303,112
Effect of exchange rate changes on cash		5,722			17,809
Net increase in cash and cash equivalents		218,663			558,968
Cash and cash equivalents at beginning of year		1,614,607			453,527
Cash and cash equivalents at end of period	$	1,833,270		$	1,012,495

The accompanying notes are an integral part of the financial statements.

4

THE TJX COMPANIES, INC.
STATEMENT OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
IN THOUSANDS

										Accumulated
	Common Stock						Additional			Other
				Par Value			Paid-In			Comprehensive			Retained
	Shares			$1			Capital			Income (Loss)			Earnings			Total
Balance, January 30, 2010		409,386		$	409,386		$	—		$	(134,124	)	$	2,614,014		$	2,889,276
Comprehensive income:
Net income		—			—			—			—			331,434			331,434
Foreign currency translation adjustments		—			—			—			(4,712	)		—			(4,712	)
Recognition of prior service cost and deferred gains		—			—			—			1,538			—			1,538
Total comprehensive income																	328,260
Cash dividends declared on common stock		—			—			—			—			(61,249	)		(61,249	)
Amortization of share-based compensation expense		—			—			13,313			—			—			13,313
Issuance of common stock under stock incentive plan and related tax effect		3,993			3,993			96,007			—			—			100,000
Common stock repurchased		(5,400	)		(5,400	)		(109,320	)		—			(115,502	)		(230,222	)
Balance, May 1, 2010		407,979		$	407,979		$	—		$	(137,298	)	$	2,768,697		$	3,039,378

The accompanying notes are an integral part of the financial statements.

5

THE TJX COMPANIES, INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note A. Summary of Significant Accounting Policies

Basis of Presentation — The consolidated interim financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments, the use of retail statistics, and accruals and deferrals among periods required to match costs properly with the related revenue or activity, considered necessary by The TJX Companies, Inc. (together with its subsidiaries, “TJX”) for a fair presentation of its financial statements for the periods reported, all in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) consistently applied. The consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements, including the related notes, contained in TJX’s Annual Report on Form 10-K for the fiscal year ended January 30, 2010 (“fiscal 2010”).

These interim results are not necessarily indicative of results for the full fiscal year, because TJX’s business, in common with the businesses of retailers generally, is subject to seasonal influences, with higher levels of sales and income generally realized in the second half of the year.

Share-Based Compensation — Total share-based compensation expense was $13.3 million for the quarter ended May 1, 2010 and $12.4 million for the quarter ended May 2, 2009. These amounts include stock option expense as well as restricted and deferred stock amortization. There were options to purchase 3.8 million shares of common stock exercised during the first quarter ended May 1, 2010. There were options to purchase 24.0 million shares of common stock outstanding as of May 1, 2010.

Cash and Cash Equivalents — TJX generally considers highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Investments with maturities greater than three months but less than a year at the date of purchase are included in short-term investments. TJX’s investments are primarily high-grade commercial paper, government and corporate bonds, institutional money market funds and time deposits with major banks.

Merchandise Inventories — TJX accrues for inventory purchase obligations at the time of shipment by the vendor. As a result, merchandise inventories on TJX’s balance sheet include an accrual for in-transit inventory of $354.5 million at May 1, 2010, $396.8 million at January 30, 2010 and $317.3 million at May 2, 2009. A liability for a comparable amount is included in accounts payable for the respective periods.

New Accounting Standards — There were no new accounting standards issued during the first quarter ended May 1, 2010 that are expected to have a material impact on TJX’s financial condition, results of operations or cash flows.

Note B. Commitments and Contingencies

Provision for Computer Intrusion related costs — TJX has a reserve for its estimate of the total probable losses arising from an unauthorized intrusion or intrusions (the intrusion or intrusions, collectively, the “Computer Intrusion”) into portions of its computer system, which was discovered late in fiscal 2007 and in which TJX believes customer data were stolen. The reserve balance was $22.5 million at May 1, 2010. As an estimate, the reserve is subject to uncertainty, actual costs may vary from the current estimate and such variations may be material. TJX may decrease or increase the amount of the reserve to adjust for matters such as developments in litigation, claims and related expenses, insurance proceeds and changes in the estimate.

6

Reserve for Discontinued Operations — TJX has a reserve for future obligations of discontinued operations that relates primarily to real estate leases associated with 34 discontinued A.J. Wright stores that were closed in the fourth quarter of fiscal 2007, three leases related to the sale of Bob’s Stores and leases of other TJX businesses. The balance in the reserve and the activity for respective periods are presented below:

	Thirteen Weeks Ended
	May 1,			May 2,
In thousands	2010			2009
Balance at beginning of year	$	35,897		$	40,564
Additions to the reserve charged to net income:
Interest accretion		369			440
Cash charges against the reserve:
Lease-related obligations		(2,996	)		(1,320	)
Termination benefits and all other		(51	)		(35	)
Balance at end of period	$	33,219		$	39,649

TJX may also be contingently liable on up to 15 leases of BJ’s Wholesale Club, a former TJX business, and up to seven additional Bob’s Stores leases. The reserve for discontinued operations does not reflect these leases because TJX does not believe that the likelihood of future liability to TJX is probable.

Note C. Other Comprehensive Income

TJX’s comprehensive income information, net of related tax effects, is presented below:

	Thirteen Weeks Ended
	May 1,			May 2,
In thousands	2010			2009
Net income	$	331,434		$	209,214
Other comprehensive income (loss):
Foreign currency translation adjustments		(4,712	)		28,477
Recognition of unfunded post retirement obligations		—			(1,212	)
Recognition of prior service cost and deferred gains		1,538			1,682
Total comprehensive income	$	328,260		$	238,161

7

Note D. Capital Stock and Earnings Per Share

Capital Stock — During the quarter ended May 1, 2010, TJX repurchased and retired 5.5 million shares of its common stock at a cost of $234.1 million. TJX reflects stock repurchases in its financial statements on a “settlement” basis. TJX’s expenditures for its repurchase programs were $230.2 million for the three months ended May 1, 2010 and $32.4 million for the three months ended May 2, 2009, funded primarily by cash generated from operations. As of May 1, 2010, on a “trade date” basis, TJX had repurchased 11.0 million shares of common stock at a cost of $439.1 million under a $1 billion stock repurchase program authorized in September 2009. All shares repurchased under the Company’s stock repurchase programs during the first quarters of fiscal 2011 and fiscal 2010 were retired.

In February 2010, TJX’s Board of Directors approved a new stock repurchase program that authorizes the repurchase of up to an additional $1 billion of TJX common stock from time to time.

TJX has five million shares of authorized but unissued preferred stock, $1 par value.

Earnings per share — The following schedule presents the calculation of basic and diluted earnings per share (“EPS”) for net income:

	Thirteen Weeks Ended
	May 1,		May 2,
In thousands, except per share data	2010		2009
Basic earnings per share
Net income	$	331,434	$	209,214
Weighted average common shares outstanding for basic EPS		408,053		412,544
Basic earnings per share – continuing operations	$	0.81	$	0.51
Diluted earnings per share
Net income	$	331,434	$	209,214
Add back: Interest expense on zero coupon convertible subordinated notes, net of income taxes		—		1,072
Net income used for diluted EPS calculation	$	331,434	$	210,286
Shares for basic and diluted earnings per share calculations:
Weighted average common shares outstanding for basic EPS		408,053		412,544
Assumed conversion/exercise/vesting of:
Stock options and awards		6,347		4,224
Zero coupon convertible subordinated notes		—		15,152
Weighted average common shares outstanding for diluted EPS		414,400		431,920
Diluted earnings per share	$	0.80	$	0.49

In April 2009, TJX called for the redemption of its zero coupon convertible subordinated notes. There were 462,057 of such notes with a carrying value of $365.1 million that were converted into 15.1 million shares of TJX common stock at a conversion rate of 32.667 shares per note, most during the second quarter of fiscal 2010. TJX paid $2.3 million to redeem the remaining 2,886 notes outstanding that were not converted.

The weighted average common shares for the diluted earnings per share calculation excludes the impact of outstanding stock options if the assumed proceeds per share of the option is in excess of the related fiscal period’s average price of TJX’s common stock. Such options are excluded because they would have an antidilutive effect. No such options were excluded for the thirteen weeks ended May 1, 2010. There were 14.3 million options excluded for the thirteen weeks ended May 2, 2009.

8

Note E. Financial Instruments

TJX enters into financial instruments to manage its cost of borrowing and to manage its exposure to changes in fuel costs and foreign currency exchange rates. TJX recognizes all derivative instruments as either assets or liabilities in the statements of financial position and measures those instruments at fair value. Changes to the fair value of derivative contracts that do not qualify for hedge accounting are reported in earnings in the period of the change. For derivatives that qualify for hedge accounting, changes in the fair value of the derivatives are either recorded in shareholders’ equity as a component of other comprehensive income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged. The fair values of the derivatives are classified as assets or liabilities, current or non-current, based upon valuation results and settlement dates of the individual contracts.

Interest Rate Contracts — During fiscal 2004, TJX entered into interest rate swaps with respect to $100 million of the $200 million ten-year notes outstanding at that time. Under these interest rate swaps, which settled in December 2009, TJX paid a specific variable interest rate indexed to the six-month LIBOR rate and received a fixed rate applicable to the underlying debt, effectively converting the interest on a portion of the notes from fixed to a floating rate of interest. The interest income/expense on the swaps was accrued as earned and recorded as an adjustment to the interest expense accrued on the fixed-rate debt. The interest rate swaps were designated as fair value hedges on the underlying debt.

Diesel Fuel Contracts — During fiscal 2010, TJX entered into agreements to hedge a portion of its notional diesel requirements for fiscal 2011 based on the diesel fuel consumed by independent freight carriers transporting the Company’s inventory. These economic hedges relate to 10% of TJX’s notional diesel requirements in the second quarter of fiscal 2011 and 20% of its notional diesel requirements in the third and fourth quarters of fiscal 2011. These diesel fuel hedge agreements will settle during the last three quarters of fiscal 2011 and expire in February 2011. During fiscal 2009, TJX entered into agreements to hedge approximately 30% of its notional diesel fuel requirements for fiscal 2010, which settled throughout the year and terminated in February 2010. Independent freight carriers transporting the Company’s inventory charge TJX a mileage surcharge for diesel fuel price increases as incurred by the carrier. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing (and the resulting per mile surcharges payable by TJX) by setting a fixed price per gallon for the year. TJX elected not to apply hedge accounting rules to these contracts.

Foreign Currency Contracts — TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of firm U.S. dollar and Euro denominated merchandise purchase commitments made by T.K. Maxx (United Kingdom, Ireland, Germany and Poland), Winners (Canada) and Marmaxx. These commitments are typically twelve months or less in duration. The contracts outstanding at May 1, 2010 cover certain commitments for the three remaining quarters of fiscal 2011. TJX elected not to apply hedge accounting rules to these contracts.

TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany debt and intercompany interest payable. The changes in fair value of these contracts are recorded in selling, general and administrative expenses and are offset by marking the underlying item to fair value in the same period. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in selling, general and administrative expenses. There were no such contracts outstanding as of May 1, 2010.

9

Following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at May 1, 2010:

													Net Fair
													Value in
					Blended			Current		Current			US$ at
					Contract		Balance Sheet	Asset		(Liability)			May 1,
In thousands	Pay		Receive		Rate		Location	US$		US$			2010
Hedge accounting not elected:
Diesel contracts	Fixed on 260K - 520K gal per month		Float on 260K - 520K gal per month			N/A	Prepaid Exp	$	940	$	—		$	940
Merchandise purchase commitments
	C$	313,797	US$	307,012		0.9784	Prepaid Exp/ (Accrued Exp)		2,073		(3,149	)		(1,076	)
	C$	6,379	€	4,650		0.7290	(Accrued Exp)		—		(85	)		(85	)
	£	86,258	US$	132,236		1.5330	Prepaid Exp/ (Accrued Exp)		641		(109	)		532
	£	81,848	€	92,868		1.1346	(Accrued Exp)		—		(1,496	)		(1,496	)
	US$	1,639	€	1,167		1.4046	(Accrued Exp)		—		(88	)		(88	)
Total fair value of all financial instruments								$	3,654	$	(4,927	)	$	(1,273	)

Following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at May 2, 2009:

														Net Fair
														Value in
						Blended			Current		Current			US$ at
						Contract		Balance Sheet	Asset		(Liability)			May 2,
In thousands	Pay		Receive			Rate		Location	US$		US$			2009
Fair value hedges:
Interest rate swap fixed to floating on notional of $50,000
	LIBOR + 4.17%			7.45	%		N/A	Prepaid Exp	$	822	$	—		$	822
Interest rate swap fixed to floating on notional of $50,000
	LIBOR + 3.42%			7.45	%		N/A	Prepaid Expense		1,206		—			1,206
Intercompany balance hedges primarily short-term debt and related interest
	C$	49,415	US$	43,273			0.8757	Prepaid Exp/(Accrued Exp)		2,386		(848	)		1,538
Hedge accounting not elected:
Diesel contracts	Fixed on 750K gal per month		Float on 750K gal per month				N/A	(Accrued Exp)		—		(4,251	)		(4,251	)
Merchandise purchase commitments
	C$	347,216	US$	283,500			0.8165	(Accrued Exp)		—		(9,717	)		(9,717	)
	C$	5,831	€	3,650			0.6260	(Accrued Exp)		—		(80	)		(80	)
	£	35,736	US$	52,000			1.4551	(Accrued Exp)		—		(1,337	)		(1,337	)
	£	27,251	€	30,400			1.1156	(Accrued Exp)		—		(344	)		(344	)
	US$	135	€	105			1.2867	Prepaid Exp		4		—			4
Total fair value of all financial instruments									$	4,418	$	(16,577	)	$	(12,159	)

10

The impact of derivative financial instruments on the statements of income during the first three months of fiscal 2011 and fiscal 2010 are as follows:

	Location of Gain (Loss)	Amount of Gain (Loss) Recognized
	Recognized in Income by	in Income by Derivative
In thousands	Derivative	May 1, 2010			May 2, 2009
Fair value hedges:
Interest rate swap fixed to floating on notional of $50,000	Interest expense, net	$	—		$	341
Interest rate swap fixed to floating on notional of $50,000	Interest expense, net		—			485
Intercompany balances, primarily short-term debt and related interest	Selling, general & administrative expenses		—			(2,100	)
Hedge accounting not elected:
Diesel contracts	Cost of sales, including buying and occupancy costs		1,382			680
Merchandise purchase commitments	Cost of sales, including buying and occupancy costs		(6,826	)		(15,592	)
Gain (loss) recognized in income		$	(5,444	)	$	(16,186	)

The counterparties to the forward exchange contracts and swap agreements are major international financial institutions and the contracts contain rights of offset which minimize TJX’s exposure to credit loss in the event of nonperformance by one of the counterparties. TJX is not required by counterparties to maintain, and TJX does not require that counterparties maintain, collateral for these contracts. TJX periodically monitors its position and the credit ratings of the counterparties and does not anticipate losses resulting from potential nonperformance of these institutions.

F. Disclosures about Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP classifies the inputs used to measure fair value into the following hierarchy:

Level 1:	Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:	Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3:	Unobservable inputs for the asset or liability.

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TJX endeavors to utilize the best available information in measuring fair value and classifies financial assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. TJX has determined that its financial assets and liabilities are classified within level 1 or level 2 in the fair value hierarchy. The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis:

	May 1,		January 30,		May 2,
In thousands	2010		2010		2009
Level 1
Assets:
Executive savings plan	$	63,886	$	55,404	$	44,981
Level 2
Assets:
Short-term investments	$	126,071	$	130,636	$	56,747
Foreign currency exchange contracts		2,714		5,642		2,390
Diesel fuel contracts		940		—		—
Interest rate swaps		—		—		2,028
Liabilities:
Foreign currency exchange contracts	$	4,927	$	1,029	$	12,326
Diesel fuel contracts		—		442		4,251

The fair value of TJX’s general corporate debt, including current installments, was estimated by obtaining market quotes given the trading levels of other bonds of the same general issuer type and market perceived credit quality. The fair value of the zero coupon convertible subordinated notes was estimated by obtaining market quotes. The fair value of long-term debt at May 1, 2010 was $868.1 million versus a carrying value of $774.3 million. The fair value of the current installments of long-term debt at May 2, 2009 was $800.5 million versus a carrying value of $742.2 million. The fair value of long-term debt as of May 2, 2009 was $386.6 million versus a carrying value of $374.3 million. These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations.

TJX’s cash equivalents are stated at cost, which approximates fair value, due to the short maturities of these instruments.

Investments designed to meet obligations under the executive savings plan are invested in securities traded in active markets and are recorded at unadjusted quoted prices.

As a result of its international operating and financing activities, TJX is exposed to market risks from changes in interest and foreign currency exchange rates, which may adversely affect its operating results and financial position. When deemed appropriate, TJX seeks to minimize risk from interest and foreign currency exchange rate fluctuations through the use of derivative financial instruments. Derivative financial instruments are not used for trading or other speculative purposes. TJX does not use leveraged derivative financial instruments. The forward foreign currency exchange contracts and interest rate swaps are valued using broker quotations which include observable market information. TJX makes no adjustments to quotes or prices obtained from brokers or pricing services but does assess the credit risk of counterparties and will adjust final valuations when appropriate. Where independent pricing services provide fair values, TJX obtains an understanding of the methods used in pricing. As such, these derivative instruments are classified within level 2.

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Note G. Segment Information

TJX operates five business segments, three in the United States and one each in Canada and Europe. Each of TJX’s segments has its own administrative, buying and merchandising organization and distribution network. Of the U.S. based store chains, T.J. Maxx and Marshalls, referred to as Marmaxx, are managed together and reported as a single segment and A.J. Wright and HomeGoods each is reported as a separate segment. Outside the U.S., store chains in Canada (Winners and HomeSense) are under common management and reported as the TJX Canada segment, and store chains in Europe (T.K. Maxx and HomeSense) are also under common management and reported as the TJX Europe segment.

TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines as pre-tax income before general corporate expense and interest. “Segment profit or loss,” as defined by TJX, may not be comparable to similarly titled measures used by other entities. In addition, this measure of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of our performance or as a measure of liquidity.

Presented below is financial information on TJX’s business segments:

	Thirteen Weeks Ended
	May 1,		May 2,
In thousands	2010		2009
Net sales:
U.S. segments:
Marmaxx	$	3,277,864	$	2,938,309
HomeGoods		457,059		391,895
A.J. Wright		211,379		179,394
International segments:
TJX Canada		554,998		424,092
TJX Europe		515,240		420,534
	$	5,016,540	$	4,354,224
Segment profit:
U.S. segments:
Marmaxx	$	468,480	$	330,670
HomeGoods		40,593		15,573
A.J. Wright		9,786		4,413
International segments:
TJX Canada		54,359		19,727
TJX Europe		5,842		9,293
		579,060		379,676
General corporate expenses		32,557		33,855
Interest expense, net		10,202		6,601
Income before provision for income taxes	$	536,301	$	339,220

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Note H. Pension Plans and Other Retirement Obligations

Presented below is financial information related to TJX’s funded defined benefit retirement plan (funded plan) and its unfunded supplemental pension plan (unfunded plan) for the periods shown.

	Pension						Pension
	(Funded Plan)						(Unfunded Plan)
	Thirteen Weeks Ended						Thirteen Weeks Ended
	May 1,			May 2,			May 1,		May 2,
In thousands	2010			2009			2010		2009
Service cost	$	7,750		$	7,625		$	206	$	238
Interest cost		9,019			8,048			728		739
Expected return on plan assets		(9,991	)		(6,500	)		—		—
Amortization of prior service cost		—			4			20		31
Recognized actuarial losses		2,722			3,073			694		173
Settlement cost		—			—			—		319
Total expense	$	9,500		$	12,250		$	1,648	$	1,500

In fiscal 2009 the Pension Protection Act (PPA) became effective in the U.S., and TJX’s policy is to fund, at a minimum, the amount required to maintain a funded status of 75% to 80% of the pension liability as defined by the PPA. As a result of funding in fiscal 2010, TJX does not anticipate any required funding in fiscal 2011 for the defined benefit retirement plan. TJX anticipates making contributions of $3.8 million to fund current benefit and expense payments under the unfunded plan in fiscal 2011.

Note I. Long-Term Debt and Credit Lines

On April 7, 2009, TJX issued $375 million aggregate principal amount of 6.95% ten-year notes and used the proceeds from the 6.95% notes offering to repurchase additional common stock under its stock repurchase program in fiscal 2010. Also in April 2009, prior to the issuance of the 6.95% notes, TJX entered into a rate-lock agreement to hedge the underlying treasury rate of those notes. The cost of this agreement is being amortized to interest expense over the term of the 6.95% notes and results in an effective fixed rate of 7.00% on those notes.

On July 23, 2009, TJX issued $400 million aggregate principal amount of 4.20% six-year notes. TJX used a portion of the proceeds from the sale of the notes to refinance its C$235 million term credit facility on August 10, 2009, prior to its scheduled maturity, and used the remainder, together with funds from operations, to repay its $200 million 7.45% notes due December 15, 2009, at maturity. Also in July 2009, prior to the issuance of the 4.20% notes, TJX entered into a rate-lock agreement to hedge the underlying treasury rate on $250 million of those notes. The cost of this agreement is being amortized to interest expense over the term of the 4.20% notes and results in an effective fixed rate of 4.19% on the notes.

In February 2001, TJX issued $517.5 million zero coupon convertible subordinated notes due in February 2021 and raised gross proceeds of $347.6 million. The issue price of the notes represented a yield to maturity of 2% per year. During fiscal 2010, TJX called for the redemption of these notes at the original issue price plus accrued original issue discount, and 462,057 of such notes with a carrying value of $365.1 million were converted into 15.1 million shares of TJX common stock at a rate of 32.667 shares per note. TJX paid $2.3 million to redeem the remaining 2,886 notes outstanding that were not converted. Prior to fiscal 2010, a total of 52,557 notes were either converted into common shares of TJX or put back to TJX.

As of May 1, 2010, TJX had a $500 million revolving credit facility maturing May 2010 and a $500 million revolving credit facility maturing May 2011. These agreements require the payment of six basis points annually on the committed amounts, have no compensating balance requirements, have various covenants including a requirement of a specified ratio of debt to earnings, and serve as back up to TJX’s commercial paper program. There were no outstanding amounts under these credit facilities as of May 1, 2010 or May 2, 2009. The $500

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million facility maturing in May 2010 was replaced at that time with a new $500 million, three-year revolving credit facility with similar terms and provisions but updated for market pricing.

As of May 1, 2010 and May 2, 2009, TJX’s foreign subsidiaries had uncommitted credit facilities. TJX Canada had two credit lines, a C$10 million facility for operating expenses and a C$10 million letter of credit facility. As of May 1, 2010 and May 2, 2009, there were no amounts outstanding on the Canadian credit line for operating expenses. As of May 1, 2010, TJX Europe had a credit line of £20 million. There were no outstanding borrowings on this U.K. credit line as of May 1, 2010 or May 2, 2009.

Note J. Income Taxes

TJX had unrecognized tax benefits of $125.0 million as of May 1, 2010 and $134.2 million as of May 2, 2009. The effective income tax rate was 38.2% for the fiscal 2011 first quarter and 38.3% for last year’s first quarter.

TJX is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In nearly all jurisdictions, the tax years through fiscal 2001 are no longer subject to examination.

TJX’s accounting policy classifies interest and penalties related to income tax matters as part of income tax expense. The accrued amounts for interest and penalties were $53.1 million as of May 1, 2010 and $56.0 million as of May 2, 2009.

Based on the outcome of tax examinations or judicial or administrative proceedings, or as a result of the expiration of statute of limitations in specific jurisdictions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those presented in the financial statements. During the next 12 months, it is reasonably possible that tax examinations of prior years’ tax returns or judicial or administrative proceedings, that reflect such positions taken by TJX, may be finalized. As a result, the total net amount of unrecognized tax benefits may decrease, which would reduce the provision for taxes on earnings by a range of $1.0 million to $49.0 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Thirteen Weeks (first quarter) Ended May 1, 2010
Compared to
The Thirteen Weeks (first quarter) Ended May 2, 2009

Business Overview

We are the leading off-price apparel and home fashions retailer in the United States and worldwide. Our more than 2,700 stores offer a rapidly changing assortment of quality, brand-name and designer merchandise at prices generally 20% to 60% below department and specialty store regular prices every day.

We operate eight off-price retail chains in the U.S., Canada and Europe and are known for our treasure hunt shopping experience and excellent values on brand-name merchandise. We turn our inventories rapidly relative to traditional retailers to create a sense of urgency and excitement for our customers, to encourage frequent customer visits and to drive merchandise margins. Our flexible “no walls” business model allows us to expand and contract merchandise categories quickly in response to consumers’ changing tastes. The values we offer appeal to a broad range of customers across demographic groups and income levels. The operating platforms and strategies of all of our retail concepts are synergistic. As a result, we capitalize on our off-price expertise and systems throughout our business, leveraging best practices, initiatives and new ideas and developing talent across our concepts. We also leverage the substantial buying power of our businesses and the geographic scope and depth of our merchant organization to develop our global relationships with vendors.

Results of Operations

Highlights of our financial performance for the first quarter of fiscal 2011 include the following:

• Same store sales for the first quarter of fiscal 2011 increased 9% over the first quarter of fiscal 2010. Same store sales growth was driven by significant increases in customer traffic, as we continue to attract and retain new customers across a broad span of income levels.

• Net sales for the first quarter of fiscal 2011 increased to $5.0 billion, up 15% over last year’s first quarter. Stores in operation and selling square footage were both up 3% at the end of the first quarter of fiscal 2011 compared to the same period in fiscal 2010. The movement in foreign currency exchange rates had a 3 percentage point favorable impact on consolidated net sales in the first quarter of fiscal 2011.

• Our fiscal 2011 first quarter pre-tax margin (the ratio of pre-tax income to net sales) was 10.7% compared to 7.8% for the same period last year. The improvement was driven by the growth in merchandise margins, which were achieved as a result of managing the business with substantially lower levels of inventory (resulting in faster inventory turns), along with expense leverage from the 9% same store sales growth, as well as our continued cost reduction programs.

• Our cost of sales ratio improved in the first quarter of fiscal 2011 by 2.5 percentage points due to improved merchandise margins and the leverage of buying and occupancy costs on strong same store sales. Selling, general and administrative expense as a percentage of net sales decreased 0.5 percentage points for the first quarter of fiscal 2011 compared to the same period last year, due to expense leverage on strong same store sales and the benefit of cost reduction programs.

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• Net income for the first quarter of fiscal 2011 was $331.4 million, or $0.80 per diluted share, compared to $209.2 million, or $0.49 per diluted share, in last year’s first quarter.

• During the first quarter of fiscal 2011, we repurchased 5.5 million shares of our common stock at a cost of $234 million. Diluted earnings per share reflect the benefit of the stock repurchase program.

• Consolidated per store inventories, including inventory on hand at our distribution centers, were down 12% at the end of the first quarter of fiscal 2011 from the prior year as compared to a decrease of 4% at the end of the first quarter of fiscal 2010 from the prior year’s first quarter end.

The following is a discussion of our consolidated operating results, followed by a discussion of our segment operating results.

Net sales: Consolidated net sales for the first quarter ended May 1, 2010 totaled $5.0 billion, a 15% increase over net sales of $4.4 billion in the fiscal 2010 first quarter. The increase reflected a 9% increase in same store sales, a 3% increase from new stores and a 3% increase from the benefit of foreign currency exchange rates. This compares to sales growth of 1% in last year’s first quarter, which consisted of a 5% increase from new stores, a 2% increase in same store sales, offset by a 6% decline from the negative impact of foreign currency exchange rates.

New stores are a major source of sales growth. Both our consolidated store count and selling square footage as of May 1, 2010 increased 3% as compared to first quarter of fiscal 2010.

The 9% same store sales increase in fiscal 2011 was driven by significant increases in customer traffic at all of our businesses. Juniors, mens, jewelry and home fashions performed particularly well in the first quarter of fiscal 2011. Geographically, same store sales increases in Canada and Europe trailed the consolidated average. In the U.S., sales were strong throughout the country with the Midwest, Southeast and Southwest above the consolidated average, and New England and Florida below the average.

We define same store sales to be sales of those stores that have been in operation for all or a portion of two consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation. We classify a store as a new store until it meets the same store sales criteria. We determine which stores are included in the same store sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year, unless a store is closed. We calculate same store sales results by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have increased in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated same store percentage is immaterial. Same store sales of our foreign divisions are calculated on a constant currency basis, meaning we translate the current year’s same store sales of our foreign divisions at the same exchange rates used in the prior year. This removes the effect of changes in currency exchange rates, which we believe is a more accurate measure of divisional operating performance.

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The following table sets forth our consolidated operating results expressed as a percentage of net sales:

	Percentage of Net Sales
	Thirteen Weeks Ended
	May 1,			May 2,
	2010			2009
Net sales		100.0	%		100.0	%
Cost of sales, including buying and occupancy costs		72.7			75.2
Selling, general and administrative expenses		16.4			16.9
Interest expense, net		0.2			0.2
Income before provision for income taxes*		10.7	%		7.8	%

* Due to rounding, the individual items may not foot to Income before provision for income taxes.

Impact of foreign currency exchange rates: Our operating results can be affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar in relation to other currencies. Two ways in which foreign currency affects our reported results are as follows:

Translation of foreign operating results into U.S. dollars: In our financial statements, we translate the operations of our segments in Canada and Europe from local currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange rates between comparable prior periods can result in meaningful variations in consolidated net sales, net income and earnings per share growth as well as the net sales and operating results of our Canadian and European segments. Currency translation generally does not affect operating margins, as sales and expenses of the foreign operations are translated at essentially the same rates in a given period.

Inventory hedges: We routinely enter into inventory-related hedging instruments to mitigate the impact of foreign currency exchange rates on merchandise margins when our international divisions purchase goods in currencies other than their local currencies (primarily U.S. dollar purchases). As we have not elected “hedge accounting” as defined by U.S. GAAP, we record a mark-to-market gain or loss on the hedging instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of these adjustments is effectively offset when the inventory being hedged is sold. While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. The mark-to-market adjustment on these hedges does not affect net sales, but it does affect cost of sales, operating margins and reported earnings.

Cost of sales, including buying and occupancy costs: Cost of sales, including buying and occupancy costs, as a percentage of net sales, decreased 2.5 percentage points to 72.7% for the first quarter ended May 1, 2010 as compared to the same period last year. The improvement in fiscal 2011 was primarily due to improved consolidated merchandise margin, which increased 1.7 percentage points, along with expense leverage on the 9% same store sales increase, particularly in occupancy costs, which improved by 0.5 percentage points. Merchandise margin improvement was driven by our strategy of operating with leaner inventories and buying closer to need, which resulted in an increase in markon and a reduction in markdowns compared to the first quarter of fiscal 2010.

Selling, general and administrative expenses: Selling, general and administrative expenses, as a percentage of net sales, decreased 0.5 percentage points to 16.4% for the quarter ended May 1, 2010 as compared to the same period last year. The improvement in fiscal 2011 compared to fiscal 2010 was due to levering of expenses and savings from our expense reduction initiatives.

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Interest expense, net: Interest expense, net amounted to expense of $10.2 million for the first quarter of fiscal 2011 compared to expense of $6.6 million for the same period last year. The components of interest expense, net are summarized below:

	Thirteen Weeks Ended
	May 1,			May 2,
Dollars in thousands	2010			2009
Interest expense	$	11,969		$	9,158
Capitalized interest		—			(244	)
Interest (income)		(1,767	)		(2,313	)
Interest expense, net	$	10,202		$	6,601

Gross interest expense for the first quarter of fiscal 2011 increased over the same period of fiscal 2010 as a result of the incremental interest cost of the $375 million 6.95% notes issued in April 2009 over the interest cost of the zero coupon convertible debentures which were redeemed as a result of this debt issuance. This increase was partially offset by the lower interest cost of the $400 million 4.2% notes issued in July 2009, as compared to the interest cost of the long-term debt retired in fiscal 2010 subsequent to the first quarter.

Income taxes: The effective income tax rate was 38.2% for the first quarter this year, essentially flat to the 38.3% effective income tax rate for last year’s first quarter.

Net income and net income per share: Net income for the first quarter ended May 1, 2010 was $331.4 million, or $0.80 per diluted share, versus $209.2 million, or $0.49 per diluted share, in last year’s first quarter. Changes in foreign currency rates affected the comparability of our results. Foreign currency exchange rates benefited first quarter fiscal 2011 earnings per share by $0.01, compared with a $0.02 per share negative impact in the first quarter of fiscal 2010.

In addition, our weighted average diluted shares outstanding affect the comparability of earnings per share. Our stock repurchase programs benefit our earnings per share. We repurchased 5.5 million shares of our stock at a cost of $234 million in fiscal 2011, and we repurchased 1.6 million shares at a cost of $43 million in the first quarter of fiscal 2010. Last year’s first quarter reflected the dilutive effect of 15.2 million shares issuable upon conversion of the zero coupon convertible subordinated notes. Most of these notes were converted to common stock in the second quarter of fiscal 2010, and we applied the proceeds of our $375 million notes offering to our stock repurchase programs.

Segment information: The following is a discussion of the operating results of our business segments. In the United States, our T.J. Maxx and Marshalls stores are aggregated as the Marmaxx segment, and each of HomeGoods and A.J. Wright is reported as a separate segment. TJX’s stores operated in Canada (Winners and HomeSense) are reported as the TJX Canada segment, and TJX’s stores operated in Europe (T.K. Maxx and HomeSense) are reported as the TJX Europe segment. We evaluate the performance of our segments based on “segment profit or loss,” which we define as pre-tax income before general corporate expense and interest. “Segment profit or loss,” as we define the term, may not be comparable to similarly titled measures used by other entities. In addition, this measure of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of our performance or as a measure of liquidity. Presented below is selected financial information related to our business segments:

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U.S. Segments:
Marmaxx

	Thirteen Weeks Ended
	May 1,			May 2,
Dollars in millions	2010			2009
Net sales	$	3,277.9		$	2,938.3
Segment profit	$	468.5		$	330.7
Segment profit as a percentage of net sales		14.3	%		11.3	%
Percent increase in same store sales		10	%		1	%
Stores in operation at end of period
T.J. Maxx		896			882
Marshalls		817			809
Total Marmaxx		1,713			1,691
Selling square footage at end of period (in thousands)
T.J. Maxx		20,906			20,714
Marshalls		20,598			20,405
Total Marmaxx		41,504			41,119

Net sales for Marmaxx increased 12% for the first quarter of fiscal 2011 as compared to the same period last year. Same store sales for Marmaxx increased 10% in the first quarter compared to the prior year. We executed the fundamentals of our off-price business model during the first quarter by maintaining a highly liquid inventory position and buying close to need.

Sales at Marmaxx for the first quarter reflected increased customer traffic. Categories that posted particularly strong same store sales increases included juniors, mens, jewelry and home fashions. Geographically, same store sales in the Mid-West and Southwest regions were above the chain average, while same store sales in the New England and the Mid-Atlantic regions were slightly below the chain average. We have embarked on an effort to renovate existing Marmaxx stores, and will have approximately 700 stores in our new prototype by the Fall of fiscal 2011. We have seen a lift in sales in stores renovated to date and believe that the additional renovations planned this year should benefit us in the second half of the year.

Segment profit for the first quarter ended May 1, 2010 was $468.5 million, a 42% increase compared to the first quarter of fiscal 2010. Segment profit as a percentage of net sales (“segment profit margin” or “segment margin”) for the first quarter of fiscal 2011 increased to 14.3% from 11.3% for the same period last year, driven by strong merchandise margins (1.8 percentage points), leverage on the 10% same store sales increase (mainly improvement in occupancy costs as a percentage of net sales (0.6 percentage points)) and operating efficiencies.

As of May 1, 2010, Marmaxx’s per store inventories, including inventory on hand at its distribution centers, were down 15% as compared to those inventory levels at the same time last year. Per store inventories at May 2, 2009 were up 4% compared to those of the prior year period. As of May 1, 2010, inventory commitments (inventory on hand and merchandise on order) were up slightly on a per store basis compared to the end of the first quarter ended May 2, 2009.

HomeGoods

	Thirteen Weeks Ended
	May 1,			May 2,
Dollars in millions	2010			2009
Net sales	$	457.1		$	391.9
Segment profit	$	40.6		$	15.6
Segment profit as a percentage of net sales		8.9	%		4.0	%
Percent increase (decrease) in same store sales		15	%		(1	)%
Stores in operation at end of period		325			322
Selling square footage at end of period (in thousands)		6,391			6,321

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HomeGoods continued to post strong results, with net sales for the first quarter of fiscal 2011 increasing 17% compared to the same period last year. Same store sales increased 15% for the first quarter of fiscal 2011, driven by significantly increased customer traffic, compared to a decrease of 1% in the first quarter of fiscal 2010. Segment margin for this year’s first quarter was up significantly from the same period last year, reaching 8.9%. The increase in segment margin was driven by increased merchandise margin resulting from increased markon and decreased markdowns, levering of expenses on the 15% same store sales increase and operational efficiencies.

A.J. Wright

	Thirteen Weeks Ended
	May 1,			May 2,
Dollars in millions	2010			2009
Net sales	$	211.4		$	179.4
Segment profit	$	9.8		$	4.4
Segment profit as a percentage of net sales		4.6	%		2.5	%
Percent increase in same store sales		7	%		12	%
Stores in operation at end of period		152			140
Selling square footage at end of period (in thousands)		3,065			2,786

A.J. Wright continued to post strong results, driven by increases in customer traffic. A.J. Wright’s net sales increased 18% for the first quarter ending May 1, 2010 as compared to the same period last year, and segment profit more than doubled to $9.8 million compared to the prior year. Same store sales increased 7% on top of a strong 12% increase in the prior year. Segment margin increased 2.1 percentage points, primarily due to improved merchandise margin and expense leverage on the 7% same store sales increase.

International Segments:
TJX Canada

	Thirteen Weeks Ended
	May 1,			May 2,
U.S. Dollars in millions	2010			2009
Net sales	$	555.0		$	424.1
Segment profit	$	54.4		$	19.7
Segment profit as a percentage of net sales		9.8	%		4.7	%
Percent increase in same store sales		6	%		0	%
Stores in operation at end of period
Winners		211			206
HomeSense		79			75
Total		290			281
Selling square footage at end of period (in thousands)
Winners		4,871			4,716
HomeSense		1,527			1,437
Total		6,398			6,153

Net sales for TJX Canada (which includes Winners and HomeSense) increased 31% for the first quarter ended May 1, 2010 compared to the same period last year. Currency exchange translation benefited first quarter sales growth by approximately 23 percentage points, as compared to the same period last year. Same store sales were up 6% for the first quarter of fiscal 2011 compared to being flat in the prior year.

Segment profit for the first quarter ended May 1, 2010 increased to $54.4 million compared to $19.7 million for the same period last year. The impact of foreign currency translation increased segment profit by approximately $11 million in the first quarter of fiscal 2011 compared to the prior year. The mark-to-market adjustment on inventory

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hedges decreased segment profit by $6 million in the first quarter of fiscal 2011 compared to a decrease of $14 million in segment profit for the fiscal 2010 first quarter. Segment margin for the fiscal 2011 first quarter increased 5.1 percentage points to 9.8% over last year’s first quarter. Of this 5.1 percentage point improvement, 2.4 percentage points were due to the favorable change in the mark-to-market adjustment of our inventory hedges, with the remainder primarily due to improved merchandise margins.

As of the end of the first quarter of fiscal 2011, we operated three StyleSense stores which are included in the Winners totals in the above table.

TJX Europe

	Thirteen Weeks Ended
	May 1,			May 2,
U.S. Dollars in millions	2010			2009
Net sales	$	515.2		$	420.5
Segment profit	$	5.8		$	9.3
Segment profit as a percentage of net sales		1.1	%		2.2	%
Percent increase in same store sales		1	%		6	%
Stores in operation at end of period
T.K. Maxx		272			238
HomeSense		14			8
Total		286			246
Selling square footage at end of period (in thousands)
T.K. Maxx		6,309			5,518
HomeSense		222			123
Total		6,531			5,641

Net sales for TJX Europe increased 23% for the first quarter of fiscal 2011 compared to the same period last year. Currency exchange rate translation benefited sales for the first quarter of fiscal 2011 by approximately 7 percentage points as compared to the same period last year. Same store sales increased 1% for the first quarter of fiscal 2011 compared to a 6% increase for the same period last year. Segment profit for the first quarter of fiscal 2011 decreased to $5.8 million, and segment profit margin decreased to 1.1%. We believe that unseasonable weather and certain execution issues in the U.K. and Ireland were the primary reasons for below-plan sales. Despite this shortfall in sales, fiscal 2011 first quarter segment profit for T.K. Maxx in the U.K. and Ireland was flat to last year’s first quarter. Segment profit and margin were also impacted by the expansion of T.K. Maxx in Germany and Poland and HomeSense in the U.K. We continue to be encouraged by the performance of these stores, but as newer operations, they reduce segment margin generated by the more established T.K. Maxx in the U.K. and Ireland. We also invested in strengthening the shared services infrastructure for our planned European expansion, which impacted segment profit. The impact of currency exchange rates was immaterial to segment profit in the first quarters of fiscal 2011 and fiscal 2010.

General corporate expense

	Thirteen Weeks Ended
	May 1,		May 2,
In millions	2010		2009
General corporate expense	$	32.6	$	33.9

General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our business segments and is included in selling, general and administrative expenses. General corporate expense for this year’s first quarter was down slightly compared to the same period in fiscal 2010 due to the inclusion of approximately $2 million in restructuring costs in last year’s first quarter.

22

Analysis of Financial Condition

Liquidity and Capital Resources

Net cash provided by operating activities was $527 million for the quarter ended May 1, 2010, an increase of $166 million over the $361 million provided in the quarter ended May 2, 2009. Net income provided cash of $331 million in the first quarter of fiscal 2011, an increase of $122 million over net income of $209 million in last year’s first quarter. The change in merchandise inventory, net of the related change in accounts payable, resulted in a source of cash of $96 million in fiscal 2011 compared to a source of cash of $84 million in fiscal 2010. The reduction in inventory was the result of the ongoing implementation of our strategy of operating with leaner inventories and buying closer to need, which, in turn, increased inventory turnover. Changes in current income taxes payable/recoverable increased cash by $126 million in the first quarter of fiscal 2011 compared to an increase of $88 million in fiscal 2010.

Investing activities related primarily to property additions for new stores, store improvements and renovations, and investment in our distribution network. Cash outlays for property additions amounted to $149 million in the quarter ended May 1, 2010, compared to $66 million in the same period last year. We anticipate that capital spending for fiscal 2011 will be approximately $750 million, which includes our planned increase in new store openings and store renovations. We also purchased short-term investments that had a maturity, when purchased, in excess of 90 days and which, per our policy, were not classified as cash on the balance sheet. In the first quarter of fiscal 2011, we purchased $29 million in short-term investments, compared to $57 million in the same period in fiscal 2010. Additionally, $40 million of short-term investments were sold or matured during the first quarter of fiscal 2011.

Cash flows from financing activities resulted in cash outflow of $176 million in the fiscal 2011 first quarter, compared to cash inflow of $303 million in the fiscal 2010 first quarter. Last year’s first quarter cash flows from financing activities included the net proceeds received on the issuance of $375 million 6.95% notes due 2019. Related to this transaction, TJX also called for the redemption of its zero coupon convertible subordinated notes, carried at $343 million in current installments of long-term debt on the balance sheet as of May 1, 2009. Virtually all of the zero coupon notes were converted into 15.1 million shares of TJX common stock during the second quarter of fiscal 2010. We used the proceeds from the notes offering to repurchase TJX common stock under our stock repurchase program.

We spent $234 million to repurchase and retire 5.5 million shares in the first quarter of fiscal 2011 and $43 million to repurchase and retire 1.6 million shares in the first quarter of fiscal 2010 under our stock repurchase programs. We record the purchase of our stock on a cash basis, and the amounts reflected in the financial statements may vary from the above due to the timing of the settlement of our repurchases. The fiscal 2011 stock repurchases were made under the $1 billion stock repurchase plan announced in September 2009. As of May 1, 2010, $561 million remained available for purchase under that program, as well as an additional $1 billion under another stock repurchase program approved in February 2010. We determine the timing and amount of repurchases directly and under Rule 10b5-1 plans from time to time based on our assessment of various factors including excess cash flow, liquidity, market conditions, the economic environment and prospects for the business, and other factors, and the timing and amount of these purchases may change. Lastly, financing activities included $88 million of proceeds from the exercise of stock options in the first quarter of fiscal 2011 versus $10 million in last year’s first quarter, and dividends paid on common stock in the first quarter of fiscal 2011 of $49 million versus $45 million in last year’s first quarter.

We traditionally have funded our seasonal merchandise requirements through cash generated from operations, short-term bank borrowings and the issuance of short-term commercial paper. In the first quarters of fiscal 2011 and fiscal 2010, we had a $500 million revolving credit facility maturing May 2010 and a $500 million revolving credit facility maturing May 2011. These agreements have no compensating balance requirements and have various covenants including a requirement of a specified ratio of debt to earnings. These agreements serve as backup to our commercial paper program. The availability under our revolving credit facilities was $1 billion at May 1, 2010 and May 2, 2009, and we had no borrowings outstanding at those dates under these agreements. The $500 million facility maturing in May 2010 was replaced at that time with a new $500 million, three-year revolving credit facility with similar terms and provisions but updated for market pricing. We believe existing cash balances, internally generated funds and our revolving credit facilities are more than adequate to meet our operating needs.

23

Provision for Computer Intrusion related costs: We have a reserve for our estimate of the remaining probable losses arising from the Computer Intrusion. The reserve balance was $22.5 million at May 1, 2010. As an estimate, the reserve is subject to uncertainty, actual costs may vary from the current estimate and such variations may be material. We may decrease or increase the amount of the reserve to adjust for matters such as developments in litigation, claims and related expenses, insurance proceeds and changes in the estimate.

Recently Issued Accounting Pronouncements

See Note A to our unaudited consolidated financial statements included in this quarterly report for recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements.

Forward-looking Statements

Various statements made in this Quarterly Report on Form 10-Q are forward-looking and involve a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. The following are some of the factors that could cause actual results to differ materially from the forward-looking statements: global economies and credit and financial markets; foreign currency exchange rates; buying and inventory management; customer trends and preferences; market, geographic and category expansion; quarterly operating results; marketing, advertising and promotional programs; data security; seasonal influences; large size and scale; unseasonable weather; serious disruptions and catastrophic events; competition; personnel recruitment and retention; acquisitions and divestitures; information systems and technology; cash flows; consumer spending; merchandise quality and safety; merchandise importing; international operations; oil prices; compliance with laws, regulations and orders; changes in laws and regulations; outcomes of litigation and proceedings; real estate leasing; market expectations; tax matters and other factors that may be described in our filings with the Securities and Exchange Commission. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

24

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We do not enter into derivatives for speculative or trading purposes.

Foreign Currency Exchange Risk

     We are exposed to foreign currency exchange rate risk on our investment in our Canadian and European operations on the translation of these foreign operations into the U.S. dollar and on purchases by our operations of goods in currencies that are not their local currencies. As more fully described in Note E to our consolidated financial statements to the Annual Report on Form 10-K for the fiscal year ended January 30, 2010, we hedge a portion of our intercompany transactions with foreign operations and certain merchandise purchase commitments incurred by these operations with derivative financial instruments. We enter into derivative contracts only when there is an underlying economic exposure. We utilize currency forward and swap contracts, designed to offset the gains or losses in the underlying exposures. The contracts are executed with banks we believe are creditworthy and are denominated in currencies of major industrial countries. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in foreign currency exchange rates applied to the hedging contracts and the underlying exposures described above as well as the translation of our foreign operations into our reporting currency. As of May 1, 2010, the analysis indicated that such an adverse movement would not have a material effect on our consolidated financial position but could have reduced our pre-tax income for the first quarter of fiscal 2011 by approximately $6 million.

Interest Rate Risk

     Our cash equivalents, short-term investments and certain lines of credit bear variable interest rates. Changes in interest rates affect interest earned and paid by us. In addition, changes in the gross amount of our borrowings and future changes in interest rates will affect our future interest expense. We periodically enter into financial instruments to manage our cost of borrowing; however, we believe that the use of primarily fixed-rate debt minimizes our exposure to market conditions. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in interest rates applied to the maximum variable rate debt outstanding, cash and cash equivalents and short-term investments. As of May 1, 2010, the analysis indicated that such an adverse movement would not have a material effect on our consolidated financial position, results of operations or cash flows.

Equity Price Risk

     The assets of our qualified pension plan, a large portion of which is invested in equity securities, are subject to the risks and uncertainties of the financial markets. We allocate the pension assets in a manner that attempts to minimize and control our exposure to market uncertainties. Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. The significant decline in the financial markets over the last several years has impacted the value of our pension plan assets and the funded status of our pension plan, resulting in increased contributions to the plan.

25

Item 4. Controls and Procedures.

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 1, 2010 pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

There were no changes in our internal control over financial reporting, (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended May 1, 2010 identified in connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable

Item 1A. Risk Factors.

     There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended January 30, 2010, as filed with the SEC on March 30, 2010.

26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Information on Share Repurchases

     The number of shares of common stock repurchased by TJX during the first quarter of fiscal 2011 and the average price paid per share are as follows:

	(a)		(b)		(c)		(d)
							Maximum Number (or
							Approximate Dollar
					Total Number of Shares		Value) of Shares that
	Total				Purchased as Part of a		May Yet be Purchased
	Number of Shares		Average Price Paid		Publicly Announced		Under the Plans or
	Repurchased (1)		Per Share (2)		Plan or Program(3)		Programs
January 31, 2010 through February 27, 2010		1,287,100	$	38.85		1,287,100	$	1,744,978,065
February 28, 2010 through April 3, 2010		2,366,904	$	42.61		2,366,904	$	1,644,134,571
April 4, 2010 through May 1, 2010		1,803,100	$	46.15		1,803,100	$	1,560,917,938
Total:		5,457,104				5,457,104

(1)	All shares were purchased as part of publicly announced plans or programs.
(2)	Average price paid per share includes commissions and is rounded to the nearest two decimal places.
(3)	The $234 million in stock repurchases were made under the multi-year stock repurchase plan of $1 billion, authorized by our Board of Directors in September 2009, under which $561 million remained available for purchase as of May 1, 2010. In February 2010, the Board of Directors approved and announced an additional stock repurchase program that authorizes the repurchase of up to $1 billion of TJX common stock from time to time in addition to the current $1 billion stock repurchase program.

Item 6. Exhibits

     The Registrant is filing Exhibits 10.1-10.9 to this Report in order to include certain schedules and exhibits to those Exhibits that were not previously filed with the Exhibits.

10.1	5-year Revolving Credit Agreement dated May 5, 2005 among various financial institutions as lenders, including Bank of America, N.A., JP Morgan Chase Bank, National Association, The Bank of New York, Citizens Bank of Massachusetts, Key Bank National Association and Union Bank of California, N.A., as co-agents. The related Amendment No. 1 to the 5-year Revolving Credit Agreement dated May 12, 2006 is incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed May 17, 2006.*
10.2	The Employment Agreement dated as of June 2, 2009 between Bernard Cammarata and TJX.* ±
10.3	The Employment Agreement dated as of February 1, 2009 between Carol Meyrowitz and TJX.*±
10.4	The Employment Agreement dated as of April 5, 2008 between Jeffrey Naylor and TJX. The Amendment to Employment Agreement, dated April 21, 2009, between Jeffrey Naylor and TJX is incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed on April 24, 2009.* ±

27

10.5	The Employment Agreement dated as of January 29, 2010 between Ernie Herrman and TJX.* ±
10.6	The Employment Agreement dated as of January 29, 2010 between Jerome Rossi and TJX.* ±
10.7	The Employment Agreement dated as of January 29, 2010 between and among Paul Sweetenham, TJX U.K., and TJX.*±
10.8	The Settlement Agreement by and between The TJX Companies, Inc. and MasterCard International Incorporated, dated April 2, 2008.
10.9	The Employment Agreement dated as of June 6, 2008 between Donald G. Campbell and TJX.*±
10.10	Amendment to The TJX Companies, Inc. Management Incentive Plan dated February 2, 2010.±
10.11	The TJX Companies, Inc. Management Incentive Plan, as amended and restated effective as of March 5, 2010. ±
10.12	Amendment to The TJX Companies, Inc. Long Range Performance Incentive Plan dated February 2, 2010. ±
10.13	The TJX Companies, Inc. Long Range Performance Incentive Plan, as amended and restated effective as of March 5, 2010.
10.14	The TJX Companies, Inc. Executive Savings Plan (2010 Restatement), effective as of January 1, 2010. ±
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from The TJX Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statement of Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

*	Portions of certain exhibits to this agreement have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Such information has been filed separately with the Securities and Exchange Commission.
±	Management contract or compensatory plan or arrangement.

28

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE TJX COMPANIES, INC.
	(Registrant)
Date: May 28, 2010	/s/Jeffrey G. Naylor
	Jeffrey G. Naylor, Chief Financial and Administrative Officer
	(Principal Financial and Accounting Officer)

29

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	5-year Revolving Credit Agreement dated May 5, 2005 among various financial institutions as lenders, including Bank of America, N.A., JP Morgan Chase Bank, National Association, The Bank of New York, Citizens Bank of Massachusetts, Key Bank National Association and Union Bank of California, N.A., as co-agents. The related Amendment No. 1 to the 5-year Revolving Credit Agreement dated May 12, 2006 is incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed May 17, 2006.*
10.2	The Employment Agreement dated as of June 2, 2009 between Bernard Cammarata and TJX.* ±
10.3	The Employment Agreement dated as of February 1, 2009 between Carol Meyrowitz and TJX.*±
10.4	The Employment Agreement dated as of April 5, 2008 between Jeffrey Naylor and TJX. The Amendment to Employment Agreement, dated April 21, 2009, between Jeffrey Naylor and TJX is incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed on April 24, 2009.* ±
10.5	The Employment Agreement dated as of January 29, 2010 between Ernie Herrman and TJX.* ±
10.6	The Employment Agreement dated as of January 29, 2010 between Jerome Rossi and TJX.* ±
10.7	The Employment Agreement dated as of January 29, 2010 between and among Paul Sweetenham, TJX U.K., and TJX.*±
10.8	The Settlement Agreement by and between The TJX Companies, Inc. and MasterCard International Incorporated, dated April 2, 2008.
10.9	The Employment Agreement dated as of June 6, 2008 between Donald G. Campbell and TJX.*±
10.10	Amendment to The TJX Companies, Inc. Management Incentive Plan dated February 2, 2010.±
10.11	The TJX Companies, Inc. Management Incentive Plan, as amended and restated effective as of March 5, 2010. ±
10.12	Amendment to The TJX Companies, Inc. Long Range Performance Incentive Plan dated February 2, 2010. ±
10.13	The TJX Companies, Inc. Long Range Performance Incentive Plan, as amended and restated effective as of March 5, 2010. ±
10.14	The TJX Companies, Inc. Executive Savings Plan (2010 Restatement), effective as of January 1, 2010. ±
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

30

Exhibit Number	Description of Exhibit
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from The TJX Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statement of Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

*	Portions of certain exhibits to this agreement have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Such information has been filed separately with the Securities and Exchange Commission.
±	Management contract or compensatory plan or arrangement.

31

EX-10.1

        PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED
    AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST


================================================================================

                                      [Published CUSIP Number: ________________]

                        5-YEAR REVOLVING CREDIT AGREEMENT
                             Dated as of May 5, 2005

                                      among

                            THE TJX COMPANIES, INC.,

                                as the Borrower,

                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,

                                 as the Lenders,

                             BANK OF AMERICA, N.A.,

                            as Administrative Agent,

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

                                       and

                              THE BANK OF NEW YORK,

                             as Syndication Agents,

                                       and

                         CITIZENS BANK OF MASSACHUSETTS,

                          KEYBANK NATIONAL ASSOCIATION,

                                       and

                         UNION BANK OF CALIFORNIA, N.A.,

                             as Documentation Agents

================================================================================

                         BANC OF AMERICA SECURITIES LLC,

                            BNY CAPITAL MARKETS, INC.

                                       and

                            JPMORGAN SECURITIES INC.,

                              as Co-Lead Arrangers

                                       and

                            BNY CAPITAL MARKETS, INC.

                                       and

                            JPMORGAN SECURITIES INC.,

                              as Joint Book Runners

================================================================================

                                TABLE OF CONTENTS



                                                                                                           Page
                                                                                                           ----
                                                                                                        
ARTICLE I DEFINITIONS...................................................................................     1
   1.1     Certain Defined Terms........................................................................     1

ARTICLE II THE CREDITS..................................................................................    17
   2.1     The Syndicated Loans.........................................................................    17
   2.2     Repayment of the Syndicated Loans............................................................    17
   2.3     Ratable Loans; Types of Syndicated Advances..................................................    18
   2.4     Minimum Amount of Each Syndicated Advance....................................................    18
   2.5     Optional Prepayments of Syndicated Loans.....................................................    18
   2.6     Method of Selecting Types and Interest Periods for New Syndicated Advances...................    18
   2.7     Conversion and Continuation of Outstanding Syndicated Advances...............................    19
   2.8     Payment of Interest on Syndicated Advances; Changes in Interest Rate.........................    20
   2.9     Swing Line Loans.............................................................................    20
   2.10    Intentionally Deleted........................................................................    22
   2.11    Facility Fee; Utilization Fee; Adjustments in Aggregate Commitment...........................    22
   2.12    Rates Applicable After Default...............................................................    23
   2.13    Method of Payment............................................................................    24
   2.14    Evidence of Debt (Optional Notes); Telephonic Notices........................................    24
   2.15    Notification of Syndicated Advances, Interest Rates, Prepayments and Commitment Reductions...    25
   2.16    Lending Installations........................................................................    25
   2.17    Non-Receipt of Funds by the Administrative Agent.............................................    25
   2.18    Withholding Tax Exemption....................................................................    26
   2.19    Termination..................................................................................    26
   2.20    Letter of Credit Facility....................................................................    27
   2.21    Pricing......................................................................................    31

ARTICLE III CHANGE IN CIRCUMSTANCES.....................................................................    33
   3.1     Yield Protection.............................................................................    33
   3.2     Changes in Capital Adequacy Regulations......................................................    33
   3.3     Availability of Types of Syndicated Advances.................................................    34
   3.4     Funding Indemnification......................................................................    34
   3.5     Mitigation; Lender Statements; Survival of Indemnity.........................................    35

ARTICLE IV CONDITIONS PRECEDENT.........................................................................    35
   4.1     Effectiveness; Initial Syndicated Advance....................................................    35
   4.2     Each Syndicated Advance and Letter of Credit.................................................    36

ARTICLE V REPRESENTATIONS AND WARRANTIES................................................................    37
   5.1     Existence and Standing.......................................................................    37
   5.2     Authorization and Validity...................................................................    38
   5.3     No Conflict; Government Consent..............................................................    38



                                       -i-

                                                                                                         
   5.4     Financial Statements.........................................................................    38
   5.5     Material Adverse Change......................................................................    39
   5.6     Taxes........................................................................................    39
   5.7     Litigation and Contingent Obligations........................................................    39
   5.8     Subsidiaries.................................................................................    39
   5.9     ERISA........................................................................................    40
   5.10    Accuracy of Information......................................................................    40
   5.11    Regulations T, U and X.......................................................................    40
   5.12    Material Agreements..........................................................................    40
   5.13    Compliance With Laws.........................................................................    41
   5.14    Ownership of Property........................................................................    41
   5.15    Labor Matters................................................................................    41
   5.16    Investment Company Act.......................................................................    41
   5.17    Public Utility Holding Company Act...........................................................    41
   5.18    Insurance....................................................................................    42

ARTICLE VI COVENANTS....................................................................................    42
   6.1     Financial Reporting..........................................................................    42
   6.2     Use of Proceeds..............................................................................    43
   6.3     Other Notices................................................................................    44
   6.4     Conduct of Business..........................................................................    44
   6.5     Taxes........................................................................................    44
   6.6     Insurance....................................................................................    44
   6.7     Compliance with Laws.........................................................................    45
   6.8     Maintenance of Properties....................................................................    45
   6.9     Inspection...................................................................................    45
   6.10    Merger.......................................................................................    45
   6.11    Sale of Assets...............................................................................    46
   6.12    Affiliates...................................................................................    46
   6.13    Investments..................................................................................    47
   6.14    Contingent Obligations.......................................................................    47
   6.15    Liens........................................................................................    48
   6.16    Maximum Leverage Ratio.......................................................................    50
   6.17    Intentionally Deleted........................................................................    50
   6.18    Acquisitions.................................................................................    50
   6.19    Rate Hedging Obligations.....................................................................    50
   6.20    Subsidiary Indebtedness......................................................................    50
   6.21    Subordination of Intercompany Indebtedness...................................................    51

ARTICLE VII DEFAULTS....................................................................................    51
   7.1     Breach of Representation or Warranty.........................................................    51
   7.2     Payment Default..............................................................................    51
   7.3     Breach of Certain Covenants..................................................................    51
   7.4     Breach of Other Provisions...................................................................    51
   7.5     Default on Material Indebtedness.............................................................    52
   7.6     Voluntary Insolvency Proceedings.............................................................    52
   7.7     Involuntary Insolvency Proceedings...........................................................    52




                                      -ii-

                                                                                                         
   7.8     Condemnation.................................................................................    53
   7.9     Judgments....................................................................................    53
   7.10    ERISA Matters................................................................................    53
   7.11    Environmental Matters........................................................................    53
   7.12    Change of Control............................................................................    53
   7.13    Loan Document Defaults.......................................................................    54
   7.14    Off-Balance Sheet Liabilities................................................................    54

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.............................................    54
   8.1     Acceleration.................................................................................    54
   8.2     Amendments...................................................................................    54
   8.3     Preservation of Rights.......................................................................    55

ARTICLE IX GENERAL PROVISIONS...........................................................................    56
   9.1     Survival of Representations..................................................................    56
   9.2     Governmental Regulation......................................................................    56
   9.3     Taxes; Stamp Duties..........................................................................    56
   9.4     Headings.....................................................................................    56
   9.5     Entire Agreement.............................................................................    57
   9.6     Several Obligations; Benefits of this Agreement..............................................    57
   9.7     Expenses; Indemnification....................................................................    57
   9.8     Numbers of Documents.........................................................................    59
   9.9     Accounting...................................................................................    59
   9.10    Severability of Provisions...................................................................    59
   9.11    Nonliability of Lenders......................................................................    59
   9.12    GOVERNING LAW................................................................................    59
   9.13    CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL......................................    60
   9.14    Confidentiality..............................................................................    62

ARTICLE X THE ADMINISTRATIVE AGENT......................................................................    62
   10.1    Appointment; Nature of Relationship..........................................................    62
   10.2    Powers.......................................................................................    63
   10.3    General Immunity.............................................................................    63
   10.4    No Responsibility for Loans, Creditworthiness, Collateral, Recitals, Etc.....................    63
   10.5    Action on Instructions of Lenders............................................................    64
   10.6    Employment of Agents and Counsel.............................................................    64
   10.7    Reliance on Documents; Counsel...............................................................    64
   10.8    The Administrative Agent's Reimbursement and Indemnification.................................    64
   10.9    Rights as a Lender...........................................................................    65
   10.10   Lender Credit Decision.......................................................................    65
   10.11   Successor Administrative Agent...............................................................    65
   10.12   No Duties Imposed on Syndication Agents, Documentation Agents or Arrangers...................    66
   10.13   Administrative Agent's Fee...................................................................    66

ARTICLE XI SETOFF; RATABLE PAYMENTS.....................................................................    67




                                      -iii-

                                                                                                         
   11.1    Setoff.......................................................................................    67
   11.2    Ratable Payments.............................................................................    67
   11.3    Application of Payments......................................................................    67

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...........................................    68
   12.1    Successors and Assigns.......................................................................    68
   12.2    Participations...............................................................................    69
   12.3    Assignments..................................................................................    70
   12.4    Designated Lenders...........................................................................    70
   12.5    Dissemination of Information.................................................................    71
   12.6    Tax Treatment................................................................................    72

ARTICLE XIII NOTICES....................................................................................    72
   13.1    Giving Notice................................................................................    72
   13.2    Change of Address............................................................................    73

ARTICLE XIV COUNTERPARTS................................................................................    73

ARTICLE XV USA PATRIOT ACT NOTICE.......................................................................    73




                                      -iv-

SCHEDULES

             
Schedule 1      Commitments
Schedule 2.20   Issuing Lender's Maximum Amounts
Schedule 5.3    Governmental Authorizations
Schedule 5.7    Litigation
Schedule 5.8    Subsidiaries
Schedule 5.13   Environmental, Health or Safety Requirements of Law
Schedule 5.14   Liens and Encumbrances
Schedule 6.11   Asset Sales
Schedule 6.13   Investments
Schedule 6.14   Contingent Obligations
Schedule 6.20   Subsidiary Indebtedness
Schedule 6.21   Subordination Terms



EXHIBITS

             
Exhibit A-1     Form of Syndicated Note (if requested)
Exhibit A-2     Form of Swing Line Note (if requested)
Exhibit B       Required Opinions
Exhibit C       Form of Compliance Certificate
Exhibit D       Form of Assignment Agreement
Exhibit E       Form of Loan/Credit Related Money Transfer Instruction
Exhibit F-1     Form of Syndicated Advance Borrowing Notice
Exhibit F-2     Form of Swing Line Borrowing Notice
Exhibit G       Form of Prepayment Notice
Exhibit H       Form of Conversion/Continuation Notice
Exhibit I       Form of Designation Agreement




                                       -v-

          THIS 5-YEAR REVOLVING CREDIT AGREEMENT, dated as of May 5, 2005, is
among THE TJX COMPANIES, INC., as the Borrower, THE FINANCIAL INSTITUTIONS NAMED
HEREIN, as the Lenders, BANK OF AMERICA, N.A., as the Administrative Agent,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and THE BANK OF NEW YORK, as
Syndication Agents, and CITIZENS BANK OF MASSACHUSETTS, KEYBANK NATIONAL
ASSOCIATION and UNION BANK OF CALIFORNIA, N.A., as Documentation Agents. The
parties hereto agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

          1.1 Certain Defined Terms.

          As used in this Agreement the following terms shall have the following
meanings, such meanings being equally applicable to both the singular and plural
forms of the terms defined:

          "Accounting Changes" has the meaning specified in Section 9.9.

          "Acquisition" means any transaction, or any series of related
transactions, by which the Borrower or any of its Subsidiaries (a) acquires any
going business or all or substantially all of the assets of any firm,
corporation or division thereof which constitutes a going business, whether
through purchase of assets, merger or otherwise or (b) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency), or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership or a majority (by percentage or voting
power) of the outstanding ownership interests of a limited liability company.

          "Administrative Agent" means Bank of America in its capacity as
contractual representative for the Lenders pursuant to Article X, and not in its
capacity as a Lender, and any successor Administrative Agent appointed pursuant
to Article X.

          "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such Person.
A Person shall be deemed to control another Person if the controlling Person
owns 20% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise;
provided that no individual shall be an Affiliate solely by reason of being, or
actions taken as, a director, officer or employee.

          "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as adjusted from time to time pursuant to the terms hereof. The
initial Aggregate Commitment hereunder is Five Hundred Million and 00/100
Dollars ($500,000,000).

          "Agreement" means this 5-Year Revolving Credit Agreement, as it may
from time to time be amended, restated, supplemented or otherwise modified.

          "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (a) the Prime Rate for such day and (b) the sum of
Federal Funds Effective Rate for such day plus 0.50% per annum.

          "Applicable Facility Fee Rate" means, from time to time, the
Applicable Facility Fee Rate set forth in Section 2.21.

          "Applicable Utilization Fee Rate" means, from time to time, the
Applicable Utilization Fee Rate set forth in Section 2.21.

          "Arrangers" means BAS, BNYCMI and JPMorgan Securities, in their
capacity as co-lead arrangers and BNYCMI and JPMorgan Securities, in their
capacity as joint book runners.

          "Article" means an article of this Agreement unless another document
is specifically referenced.

          "Authorized Officer" means any of the President, the Chief Executive
Officer, the Chief Financial Officer, the Chief Operating Officer, the
Controller or the Treasurer of the Borrower, acting singly.

          "Bank of America" means Bank of America, N.A., in its individual
capacity, and its successors.

          "BAS" means Banc of America Securities LLC, in its individual
capacity, and its successors.

          "BNY" means The Bank of New York, in its individual capacity, and its
successors.

          "BNYCMI" means BNY Capital Markets, Inc., in its individual capacity,
and its successors.

          "Borrower" means The TJX Companies, Inc., a Delaware corporation, and
its successors and assigns.

          "Borrowing Date" means a date on which a Syndicated Advance or a Swing
Line Loan is made hereunder.

          "Borrowing Notice" means a Syndicated Advance Borrowing Notice or a
Swing Line Borrowing Notice.

          "Business Day" means (a) with respect to any borrowing, payment or
rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday)
on which banks generally are open in New York, New York and London, England for
the conduct of substantially all of their commercial lending activities and (b)
for all other purposes, a day (other


                                      -2-

than a Saturday or Sunday) on which banks generally are open in New York, New
York for the conduct of substantially all of their commercial lending
activities; provided that each such day must also be a day on which the
Administrative Agent is open for the conduct of its business.

          "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with GAAP.

          "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with GAAP.

          "Change" has the meaning specified in Section 3.2.

          "Change in Control" means:

          (a) the acquisition by any Person, or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
of Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of 50% or more of the
outstanding shares of voting stock of the Borrower; or

          (b) during any period of twelve (12) consecutive calendar months,
individuals:

               (i) who were directors of the Borrower on the first day of such
     period; or

               (ii) whose election or nomination for election to the board of
     directors of the Borrower was recommended or approved by at least a
     majority of the directors then still in office who were directors of the
     Borrower on the first day of such period, or whose election or nomination
     for election was so approved,

     shall cease to constitute a majority of the board of directors of the
     Borrower.

          "Chief Financial Officer" means, at any time, the Person who reports
to the board of directors of the Borrower on the financial affairs of the
Borrower and its Subsidiaries.

          "Code" means the Internal Revenue Code of 1986, as amended, reformed
or otherwise modified from time to time.

          "Combined Commitment" means the sum of (a) the Aggregate Commitment
hereunder and (b) the "Aggregate Commitment" under and as defined in the 4-Year
Revolving Credit Agreement.

          "Combined Utilized Amount" means (1) the sum of all Loans (whether
Syndicated Loans or Swing Line Loans) and L/C Obligations hereunder, and (2) the
aggregate principal amount of all "Loans" under and as defined in the 4-Year
Revolving Credit Agreement.


                                      -3-

          "Commitment" means, for each Lender, the obligation of such Lender to
make Syndicated Loans and to purchase participations in Letters of Credit and in
Swing Line Loans not exceeding, in the aggregate, the amount set forth opposite
its name on Schedule 1 hereto or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to Section 12.3.2,
as such amount may be modified from time to time pursuant to the terms hereof.

          "Condemnation" has the meaning specified in Section 7.8.

          "Consolidated Interest Expense" means, for any period, the aggregate
amount of interest, including payments in the nature of interest under
Capitalized Lease Obligations and the discount or implied interest component of
Off-Balance Sheet Liabilities payable by the Borrower and its Subsidiaries for
such period on a consolidated basis in accordance with GAAP.

          "Consolidated Net Income" means, for any period, the consolidated net
income (or loss) of the Borrower and its Subsidiaries for such period determined
in accordance with GAAP; provided, that there shall be excluded from such amount
(i) the income (or loss) of any Affiliate of the Borrower or other Person (other
than a Subsidiary of the Borrower) in which any Person (other than the Borrower
or any of its Subsidiaries) has a joint interest, except to the extent of the
amount of dividends or other distributions actually paid to the Borrower or any
of its Subsidiaries by such Affiliate or other Person during such period and
(ii) the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of the Borrower or is merged into or consolidated with the Borrower
or any of its Subsidiaries or that Person's assets are acquired by the Borrower
or any of its Subsidiaries.

          "Consolidated Net Worth" means, as of the date of any determination
thereof, the consolidated shareholders' equity of the Borrower and its
Subsidiaries determined in accordance with GAAP.

          "Consolidated Rentals" means, for any period, the aggregate rental
amounts payable by the Borrower and its Subsidiaries for such period under any
lease of Property having an original term (including any required renewals or
any renewals at the option of the lessor or lessee) of one year or more (but
does not include any amounts payable under Capitalized Leases), determined in
accordance with GAAP; provided, however, that there shall be excluded from such
calculation rentals in respect of discontinued operations and other store
closings reflected in the Borrower's consolidated financial statements (or the
footnotes thereto) to the extent such rentals relate to operations for which a
charge has been taken and/or reserve established in accordance with GAAP and
which do not exceed the amount of such charge and/or reserve, the amount of
which charge and/or reserve has been established consistent with GAAP.

          "Consolidated Total Assets" means, as of the date of any determination
thereof, the total assets of the Borrower and its Subsidiaries on a consolidated
basis determined in accordance with GAAP.

          "Contingent Obligation" of a Person means any agreement, written
undertaking or contractual arrangement by which such Person assumes, guarantees,
endorses, contingently


                                      -4-

agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the financial or monetary obligation or financial
or monetary liability of any other Person (excluding customary indemnification
obligations arising from a purchase and sale agreement negotiated at arm's
length and typical for transactions of a similar nature), or agrees in writing
to maintain the net worth or working capital or other financial condition of any
other Person, or otherwise assures any creditor of such other Person in writing
against loss, including, without limitation, any operating agreement,
take-or-pay contract or application for or reimbursement agreement with respect
to a letter of credit (including any Letter of Credit).

          "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

          "Conversion/Continuation Notice" has the meaning specified in Section
2.7.

          "Credit Ratings" has the meaning specified in Section 2.21.

          "Default" means an event described in Article VII.

          "Designated Lender" means, with respect to each Designating Lender,
each Eligible Designee designated by such Designating Lender pursuant to Section
12.4(a).

          "Designating Lender" means, with respect to each Designated Lender,
the Lender that designated such Designated Lender pursuant to such Section
12.4(a).

          "Disqualified Stock" means, for any Person, any capital stock of such
Person that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is ninety-one (91) days after the
Facility Termination Date.

          "Dollars" and "$" mean the lawful money of the United States.

          "EBITDAR" for any period means the sum, without duplication, of (a)
Consolidated Net Income during such period, plus (to the extent deducted in
determining Consolidated Net Income) (b) all provisions for any foreign,
federal, state and local taxes paid or accrued by the Borrower or any of its
Subsidiaries during such period, plus (to the extent deducted in determining
Consolidated Net Income) (c) Consolidated Interest Expense of the Borrower or
any of its Subsidiaries during such period, minus (to the extent included in
determining Consolidated Net Income) (d) extraordinary gains (and any unusual
gains whether or not arising in the ordinary course of business not included in
extraordinary gains) to the extent not included in income from continuing
operations, plus (to the extent deducted in determining Consolidated Net Income)
(e) consolidated depreciation, plus (to the extent deducted in determining
Consolidated Net Income) (f) consolidated amortization expense, including
without limitation, amortization of goodwill and other intangible assets and
other non-cash charges but excluding reserves, plus (to the extent deducted in
determining Consolidated Net Income) (g)


                                      -5-

Consolidated Rentals, plus (to the extent deducted in determining Consolidated
Net Income) (h) extraordinary losses; all of such items as determined in
accordance with GAAP.

          "Eligible Designee" means a special purpose corporation, partnership,
limited partnership or limited liability company that is administered or
sponsored by a Lender or an Affiliate of a Lender and (i) is organized under the
laws of the United States or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody's.

          "Eligible Participant" means (i) a Lender or any Affiliate thereof
which is a commercial bank, (ii) any other commercial bank having capital and
surplus in excess of $100,000,000 or (iii) an Eligible Designee.

          "Environmental, Health or Safety Requirements of Law" means all
Requirements of Law derived from or relating to federal, state and local laws or
regulations relating to or addressing pollution or protection of the
environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq., the Occupational Safety and Health Act of
1970, 29 U.S.C. Section 651 et seq., and the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901 et seq., in each case including any
amendments thereto, any successor statutes, and any regulations or guidance
promulgated thereunder, and any state or local equivalent thereof.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

          "Eurodollar Advance" means a Syndicated Advance denominated in Dollars
that bears interest at a Eurodollar Rate.

          "Eurodollar Applicable Margin" means, from time to time, the
Eurodollar Applicable Margin set forth in Section 2.21.

          "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Eurodollar Interest Period, the applicable British Bankers'
Association Interest Settlement Rate for deposits in Dollars appearing on
Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Eurodollar Interest Period and having a maturity equal to
such Eurodollar Interest Period, provided that, (i) if Reuters Screen FRBD is
not available to the Administrative Agent for any reason, the applicable
Eurodollar Base Rate for the relevant Eurodollar Interest Period shall instead
be the applicable British Bankers' Association Interest Settlement Rate for
deposits in Dollars as reported by any other generally recognized financial
information service as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Eurodollar Interest Period and having a maturity equal to
such Eurodollar Interest Period, and (ii) if no such British Bankers'
Association Interest Settlement Rate is available to the Administrative Agent,
the applicable Eurodollar Base Rate for the relevant Eurodollar Interest Period
shall instead be the rate determined by the Administrative Agent to be the rate
at which Bank of America or one of its affiliate banks offers to place deposits
in Dollars with first-class banks in the London interbank market at
approximately 11:00


                                      -6-

a.m. (London time) two Business Days prior to the first day of such Eurodollar
Interest Period, in the approximate amount of Bank of America's relevant
Eurodollar Advance and having a maturity equal to such Eurodollar Interest
Period.

          "Eurodollar Interest Period" means, with respect to a Eurodollar
Advance, a period of one, two, three, six or, if available to all Lenders,
twelve months commencing on a Business Day selected by the Borrower pursuant to
this Agreement. Such Eurodollar Interest Period shall end on (but exclude) the
day which corresponds numerically to such date one, two, three, six or twelve
months thereafter, unless there is no such numerically corresponding day in such
next, second, third, sixth or twelfth succeeding month, in which case such
Eurodollar Interest Period shall end on the last Business Day of such next,
second, third, sixth or twelfth succeeding month. If a Eurodollar Interest
Period would otherwise end on a day which is not a Business Day, such Eurodollar
Interest Period shall end on the next succeeding Business Day, unless said next
succeeding Business Day falls in a new calendar month, in which case such
Eurodollar Interest Period shall end on the immediately preceding Business Day.

          "Eurodollar Loan" means a Syndicated Loan denominated in Dollars which
bears interest at the Eurodollar Rate.

          "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Eurodollar Interest Period, the sum of (a) the quotient of (i) the
Eurodollar Base Rate applicable to such Eurodollar Interest Period, divided by
(ii) one minus the Reserves (expressed as a decimal) applicable to such
Eurodollar Interest Period, plus (b) the Eurodollar Applicable Margin in effect
from time to time during such Eurodollar Interest Period. The Eurodollar Rate
shall be rounded to the next higher multiple of 1/100 of 1% if the rate is not
such a multiple.

          "Existing Credit Agreements" means, collectively, (i) that certain
364-Day Credit Agreement dated as of March 26, 2002 among the Borrower, the
financial institutions named therein, BNY, as successor administrative agent to
Bank One, NA, JPMorgan and Bank of America, as successor syndication agents to
Fleet National Bank and BNY and KeyBank and Union Bank of California, as
successor documentation agents to Bank of America and JP Morgan, as amended from
time to time, and (ii) that certain 5-Year Revolving Credit Agreement dated as
of March 26, 2002 among the Borrower, the financial institutions named therein,
Bank One, NA, as administrative agent, Fleet National Bank and BNY, as
syndication agents, and Bank of America and JPMorgan, as documentation agents,
as amended from time to time.

          "Facility Termination Date" means May 5, 2010.

          "Fair Value" means the value of the relevant asset determined in an
arm's-length transaction conducted in good faith between an informed and willing
buyer and an informed and willing seller under no compulsion to buy or sell.

          "Federal Funds Effective Rate" means, for any day, an interest rate
per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a


                                      -7-

Business Day, the average (rounded upward, if necessary to a whole multiple of
1/100 of 1%) of the quotations at approximately 10:00 a.m. (New York time) on
such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by the Administrative
Agent in its sole discretion.

          "Fee Letters" means, collectively, (i) that certain fee letter dated
as of March 23, 2005 among the Borrower, the Syndication Agents and the
Arrangers (other than BAS), as amended, restated, supplemented or otherwise
modified from time to time; and (ii) that certain fee letter dated as of the
April 6, 2005 between the Borrower and the Administrative Agent, as amended,
restated, supplemented or otherwise modified from time to time.

          "Floating Rate" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, changing when and as the Alternate Base Rate
changes.

          "Floating Rate Advance" means a Syndicated Advance denominated in
Dollars which bears interest at the Floating Rate.

          "Floating Rate Loan" means a Syndicated Loan denominated in Dollars
which bears interest at the Floating Rate.

          "4-Year Revolving Credit Agreement" means that certain 4-Year
Revolving Credit Agreement, dated as of May 5, 2005, among the Borrower, the
financial institutions named therein, Bank of America, N.A., as the
administrative agent thereunder, BNY and JPMorgan, as the syndication agents
thereunder and Citizens Bank of Massachusetts, KeyBank National Association and
Union Bank of California, N.A., as the documentation agents thereunder, as the
same may be further amended, restated, supplemented or otherwise modified and as
in effect from time to time.

          "Funded Debt" of any Person means, without duplication, all
obligations of such Person for money borrowed (whether or not such obligations
have a maturity in excess of one year) which in accordance with GAAP shall be
classified upon a balance sheet of such Person as liabilities of such Person,
and in any event shall include (a) all Capitalized Lease Obligations of such
Person and (b) all Contingent Obligations of such Person with respect to money
borrowed, but shall exclude (i) notes, bills and checks presented in the
ordinary course of business by such Person to banks for collection or deposit,
(ii) with reference to the Borrower and its Subsidiaries, all obligations of the
Borrower and its Subsidiaries of the character referred to in this definition to
the extent owing to the Borrower or any Subsidiary, (iii) bankers acceptances
which, in accordance with GAAP, are classified as accounts payable and (iv)
Contingent Obligations set forth on Schedule 6.14. Without in any way limiting
the foregoing, Funded Debt of the Borrower shall include all Loans outstanding
under this Agreement and all "Loans" outstanding under and as defined in the
4-Year Revolving Credit Agreement.

          "GAAP" means generally accepted accounting principles as in effect
from time to time in the United States. An Affiliate of the Borrower which is
consolidated with the accounts of the Borrower in accordance with GAAP shall for
all accounting and financial tests contained in this Agreement be treated as a
Subsidiary hereunder.

          "Governmental Acts" has the meaning specified in Section 2.20.9.


                                      -8-

          "Governmental Authority" means any country or nation, any political
subdivision of such country or nation, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government of any country or nation or political subdivision thereof.

          "Gross Negligence" means either recklessness or actions taken or
omitted with conscious indifference to or the complete disregard of
consequences. Gross Negligence does not mean the absence of ordinary care or
diligence, or an inadvertent act or inadvertent failure to act. If the term
"gross negligence" is used with respect to the Administrative Agent or any
Lender or any indemnitee in any of the Loan Documents, it shall have the meaning
set forth herein.

          "Hedging Agreement" means any interest rate, commodity or foreign
currency exchange swap, cap or collar arrangement or any other derivative
product customarily offered by banks or other financial institutions to their
customers in order to reduce the exposure of such customers to interest rate and
exchange rate fluctuations.

          "Indebtedness" of a Person means, without duplication, such Person's
(a) obligations for borrowed money, (b) obligations representing the deferred
purchase price of Property or services (other than (i) accounts payable and (ii)
bankers acceptances classified in accordance with GAAP as accounts payable, in
each case arising in the ordinary course of such Person's business payable on
terms customary in the trade), (c) obligations, whether or not assumed, secured
by Liens or payable out of the proceeds or production from Property now or
hereafter owned or acquired by such Person, (d) obligations which are evidenced
by notes, acceptances (to the extent not classified as accounts payable in
accordance with GAAP), or other similar instruments, (e) Capitalized Lease
Obligations, (f) obligations of such Person to purchase securities or other
property arising out of or in connection with the sale of the same or
substantially similar securities or property, (g) all Off-Balance Sheet
Liabilities of such Person, (h) net obligations in respect of Hedging Agreements
(to the extent a liability is created) (i) all Disqualified Stock and (j) any
other obligation in writing for borrowed money or financial accommodation with
respect to other items included in the definition of Indebtedness above which in
accordance with GAAP would be shown as a liability on the consolidated balance
sheet of such Person, but excluding, in any event, (i) amounts payable by such
Person in respect of covenants not to compete, and (ii) with reference to the
Borrower and its Subsidiaries, all obligations of the Borrower and its
Subsidiaries of the character referred to in this definition to the extent owing
to the Borrower or any Subsidiary of the Borrower.

          "Indemnified Matters" has the meaning specified in Section 9.7(b).

          "Indemnitees" has the meaning specified in Section 9.7(b).

          "Intellectual Property" means (i) any and all intangible personal
property consisting of intellectual property, whether or not registered with any
governmental entity, including, without limitation, franchises, licenses,
patents, technology and know-how, copyrights, trademarks, trade secrets, service
marks, logos and trade names and (ii) any and all contract rights (including,
without limitation, applications for governmental registrations, license
agreements, trust agreements and assignment agreements) creating, evidencing or
conveying an interest or right in or to any of the intellectual property
described in the preceding clause (i).


                                      -9-

          "Interest Period" means a Eurodollar Interest Period.

          "Investment" of a Person means any loan, advance (other than
commission, travel and other loans, credits and advances to officers and
employees made in the ordinary course of business), extension of credit (other
than accounts receivable arising in the ordinary course of business on terms
customary in the trade), deposit account or contribution of capital by such
Person to any other Person or any investment in, or purchase or other
acquisition of, the stock, partnership interests, ownership interests in any
limited liability company, notes, debentures or other securities of any other
Person made by such Person (other than anticipatory prepayments to vendors in
the ordinary course of business consistent with past practice).

          "Issuing Lender" means BNY, JPMorgan, Bank of America and any other
Lender that may become an Issuing Lender pursuant to Section 2.20, and their
respective successors and assigns, in each case in such Lender's separate
capacity as an issuer of Letters of Credit pursuant to Section 2.20.

          "JPMorgan" means JPMorgan Chase Bank, National Association, in its
individual capacity, and its successors.

          "JPMorgan Securities" means JPMorgan Securities Inc., in its
individual capacity, and its successors.

          "L/C Draft" means a draft drawn on an Issuing Lender pursuant to any
of the Letters of Credit.

          "L/C Interest" has the meaning specified in Section 2.20.5.

          "L/C Obligations" means an amount equal to the sum (without
duplication) of (i) the aggregate of the amount then available for drawing under
each of the Letters of Credit (which shall include any automatic increase in the
amount available for drawing under any Letter of Credit, whether or not such
increase has occurred), (ii) the face amounts of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the Issuing Lenders and (iii) the aggregate outstanding amount of Reimbursement
Obligations at such time.

          "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

          "Lending Installation" means, with respect to a Lender, any office,
branch, subsidiary or affiliate of such Lender.

          "Letter of Credit" means any standby or commercial letter of credit
issued pursuant to Section 2.20.

          "Leverage Ratio" means, with respect to the last day of any fiscal
quarter, the ratio of:


                                      -10-

               (i) the sum of (a) Funded Debt of the Borrower and its
     Subsidiaries on a consolidated basis, plus (b) an amount equal to the
     product of four (4) multiplied by Consolidated Rentals for the period of
     four consecutive fiscal quarters ending on such day to

               (ii) EBITDAR of the Borrower and its Subsidiaries on a
     consolidated basis for the period of four consecutive fiscal quarters
     ending on such day.

          "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

          "Loan" means a Syndicated Loan or a Swing Line Loan.

          "Loan Documents" means this Agreement, any Notes, the applications,
reimbursement agreements and other instruments and agreements related to the
Letters of Credit and L/C Interests and all other documents, instruments and
agreements executed in connection therewith or contemplated thereby, as the same
may be amended, restated, supplemented or otherwise modified and in effect from
time to time.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, financial condition, operations, performance or Property of the
Borrower and its Subsidiaries on a consolidated basis, (b) the ability of the
Borrower to perform its obligations under the Loan Documents, or (c) the
validity or enforceability of any of the Loan Documents or any material rights
or remedies of the Administrative Agent or the Lenders thereunder.

          "Material Indebtedness" means Indebtedness (including the net
obligations in respect of Hedging Agreements) which, individually, or in the
aggregate, exceeds $30,000,000.

          "Money Market Rate" is defined in Section 2.9(a).

          "Money Market Rate Loan" means a Swing Line Loan which bears interest
at a Money Market Rate.

          "Moody's" means Moody's Investors Service, Inc.

          "Multiemployer Plan" means a Plan, if any, maintained pursuant to a
collective bargaining agreement or any other arrangement to which the Borrower
or any member of the Controlled Group is a party to which more than one
non-Affiliated employer is obligated to make contributions.

          "Note" means a Syndicated Note or a Swing Line Note.

          "Notice of Assignment" has the meaning specified in Section 12.3.2.


                                      -11-

          "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all L/C Obligations, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations of the Borrower to
the Lenders or to any Lender, the Administrative Agent or any indemnified party
hereunder arising under the Loan Documents.

          "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable sold by such Person or any of its Subsidiaries
(calculated to include the unrecovered investment of purchasers or transferees
of accounts or any other obligation of such Person or such transferor to
purchasers/transferees of interests in accounts or notes receivable or the agent
for such purchasers/transferees), (ii) any liability under any sale and
leaseback transaction which is not a Capitalized Lease, (iii) any liability
under any financing lease or Synthetic Lease or "tax ownership operating lease"
transaction entered into by such Person, including any Synthetic Lease
Obligations, or (iv) any obligation arising with respect to any other
transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheets of
such Person, but excluding from this clause (iv) Operating Leases.

          "Operating Lease" of a Person means any lease of Property (other than
a Capitalized Lease) by such Person as lessee.

          "Participant" has the meaning specified in Section 12.2.1.

          "Patriot Act" has the meaning specified in Article XV.

          "Payment Office" means the principal office of the Administrative
Agent in Concord, California, located on the date hereof at 1850 Gateway
Boulevard, Concord, California 94520 or such other office of the Administrative
Agent as the Administrative Agent may from time to time designate by written
notice to the Borrower and the Lenders.

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

          "Permitted Acquisition" means any Acquisition made by the Borrower or
any of its Subsidiaries, provided that upon giving effect to each such
Acquisition (a) the Person so acquired by the Borrower shall have either been
merged into the Borrower or a Subsidiary (with the Borrower or the Subsidiary as
the surviving entity) or such Person shall have become a Subsidiary of the
Borrower; (b) no Default or Unmatured Default shall exist; (c) the Acquisition
is consummated on a non-hostile basis approved by a majority of the board of
directors or other governing body of the Person being acquired; and (d) involves
the purchase of a business line similar, related, complementary or incidental to
that of the Borrower and its Subsidiaries as of the date of this Agreement.

          "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.


                                      -12-

          "Plan" means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code as to which the Borrower or any member of the Controlled Group may
have any liability.

          "Prepayment Notice" has the meaning specified in Section 2.5.

          "Prime Rate" means the per annum rate announced by the Administrative
Agent (or its parent) from time to time as its "prime rate" (it being
acknowledged that such announced rate is a rate set by the Administrative Agent
based on various factors including the Administrative Agent's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above or below
such announced rate), which prime rate shall change at the opening of business
on the day of any change in such announced rate.

          "Pro Rata Share" means, with respect to any Lender, the percentage
obtained by dividing (A) such Lender's Commitment at such time (as adjusted from
time to time in accordance with the provisions of this Agreement) by (B) the
Aggregate Commitment at such time; provided, that if the Commitments are
terminated pursuant to the terms of this Agreement, then "Pro Rata Share" means
the percentage obtained by dividing (x) the sum of each Lender's L/C
Obligations, Syndicated Loans and Swing Line Loans by (y) the aggregate amount
of all Syndicated Loans, Swing Line Loans and L/C Obligations.

          "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

          "Purchasers" has the meaning specified in Section 12.3.1.

          "Rated Debt" means the Borrower's senior unsecured non-credit-enhanced
long-term Indebtedness, which Indebtedness does not benefit from guaranties or
other credit enhancement provided by any of the Borrower's Subsidiaries.

          "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

          "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stocks.

          "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.


                                      -13-

          "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

          "Reimbursement Obligation" is defined in Section 2.20.6.

          "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event; provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

          "Required Lenders" means Lenders having, in the aggregate, at least
51% of the Aggregate Commitment; provided, however, that in the event any of the
Lenders shall have failed to fund a portion of any Syndicated Advance requested
by the Borrower, any participation in any Letter of Credit or any refunding of
or participation in any Swing Line Loan which such Lenders are obligated to fund
under the terms of this Agreement and any such failure has not been cured, then
for so long as such failure continues, "Required Lenders" means Lenders
(excluding all such defaulting Lenders) having, in the aggregate, at least 51%
of the aggregate Commitments of such non-defaulting Lenders; provided, further,
however, that, if the Aggregate Commitment has been terminated pursuant to the
terms of this Agreement, "Required Lenders" means Lenders (without regard to
such Lenders' performance of their respective obligations hereunder) whose
aggregate outstanding principal balance of all Syndicated Loans, Swing Line
Loans and L/C Obligations is equal to or greater than 51%.

          "Requirements of Law" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, Regulations T, U and X, ERISA, the
Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act,
Americans with Disabilities Act of 1990, and any certificate of occupancy,
zoning ordinance, building, environmental or land use requirement or permit or
environmental, labor, employment, occupational safety or health law, rule or
regulation, including Environmental, Health or Safety Requirements of Law.

          "Reserves" means, with respect to a Eurodollar Interest Period, the
maximum aggregate reserves (including all basic, supplemental, marginal and
other reserves) imposed under Regulation D on Eurocurrency liabilities.

          "Risk-Based Capital Guidelines" has the meaning specified in Section
3.2.


                                      -14-

          "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc.

          "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with intent to lease such Property as lessee pursuant to
a Capitalized Lease.

          "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

          "Single Employer Plan" means a Plan, if any, maintained by the
Borrower or any member of the Controlled Group for employees of the Borrower or
any member of the Controlled Group. The term "Single Employer Plan" does not
include any Multiemployer Plan.

          "Specified Remittance Time" means (a) if the relevant Payment Office
is located in New York, New York, 2:00 p.m. (New York time) and (b) if the
relevant Payment Office is located elsewhere, such time as the Administrative
Agent shall specify after consultation with the Lenders and the consent of the
Borrower, which consent shall not be unreasonably withheld.

          "Subsidiary" of a Person means (a) any corporation more than 50% of
the outstanding securities having ordinary voting power of which shall at the
time be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
or (b) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

          "Substantial Portion" means, with respect to the Property of any
Person and its Subsidiaries, Property which:

          (a) when aggregated with all other Property in accordance with Section
6.11 (i) represents more than 15% of the consolidated assets of such Person and
its Subsidiaries as would be shown in the consolidated financial statements of
such Person and its Subsidiaries as at the beginning of the fiscal year in which
such determination is made, or (ii) is responsible for more than 15% of the
consolidated net sales of such Person and its Subsidiaries as reflected in the
financial statements referred to in clause (i) above; or

          (b) in any individual transaction or series of related transactions
(i) represents more than 10% of the consolidated assets of such Person and its
Subsidiaries as would be shown in the consolidated financial statements of such
Person and its Subsidiaries as at the beginning of the fiscal year in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales of such Person and its Subsidiaries as reflected in the
financial statements referred to in clause (i) above.

          "Swing Line Borrowing Notice" has the meaning specified in Section
2.9(b).


                                      -15-

          "Swing Line Commitment" means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum principal amount of $25,000,000 at any
one time outstanding.

          "Swing Line Lender" means Bank of America or any other Lender as a
successor Swing Line Lender.

          "Swing Line Loan" means a loan made available to the Borrower by the
Swing Line Lender pursuant to Section 2.9.

          "Swing Line Note" means a Note in substantially the form of Exhibit
A-2 hereto duly executed by the Borrower and payable to the order of the Swing
Line Lender in the amount of its Swing Line Commitment.

          "Syndicated Advance" means a borrowing consisting of simultaneous
Syndicated Loans of the same Type made to the Borrower by each of the Lenders
pursuant to Section 2.1, and, in the case of Eurodollar Advances, for the same
Interest Period.

          "Syndicated Advance Borrowing Notice" has the meaning specified in
Section 2.6.

          "Syndicated Loan" means a loan by a Lender to the Borrower as part of
a Syndicated Advance.

          "Syndicated Note" means a promissory note of the Borrower payable to
the order of any Lender, in substantially the form of Exhibit A-1 hereto,
evidencing the aggregate indebtedness of the Borrower to such Lender resulting
from the Syndicated Loans made by such Lender to the Borrower.

          "Syndication Agents" means, collectively, BNY and JPMorgan, and their
respective successors and assigns.

          "Synthetic Lease" means a so-called "synthetic" lease that is not
treated as a capital lease under GAAP, but that is treated as a financing under
the Code.

          "Synthetic Lease Obligations" means, collectively, the payment
obligations of the Borrower or any of its Subsidiaries pursuant to a Synthetic
Lease.

          "Transferee" has the meaning specified in Section 12.5.

          "Type" means, (a) with respect to any Syndicated Loan, its nature as a
Floating Rate Loan or a Eurodollar Loan and (b) with respect to any Syndicated
Advance, its nature as a Floating Rate Advance or a Eurodollar Advance.

          "Unfunded Liabilities" means the amount (if any) by which the present
actuarial value of all vested nonforfeitable benefits under all Single Employer
Plans (based on the actuarial assumptions for each such plan) exceeds the Fair
Value of all such Plan assets allocable to such benefits, all determined as of
the then most recent valuation date for such Plans.


                                      -16-

          "United States" and "U.S." mean the United States of America.

          "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

          "Wholly-Owned Subsidiary" of a Person means (a) any Subsidiary all of
the outstanding voting securities of which (other than directors qualifying
shares and shares required by applicable corporate law to be owned by foreign
nationals) shall at the time be owned or controlled, directly or indirectly, by
such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any
partnership, association, joint venture or similar business organization 100% of
the ownership interests having ordinary voting power of which (other than
directors qualifying shares and shares required by applicable corporate law to
be owned by foreign nationals) shall at the time be so owned or controlled.

                                   ARTICLE II
                                   THE CREDITS

          2.1 The Syndicated Loans.

          From and including the date of this Agreement and prior to the
Facility Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement (including, without limitation, the terms
and conditions of Section 2.11 and Section 8.1 relating to the reduction,
suspension or termination of the Aggregate Commitment), to make Syndicated Loans
to the Borrower from time to time in an aggregate amount not to exceed at any
one time outstanding the amount of such Lender's Commitment; provided, however,
that the Aggregate Commitment shall be deemed used from time to time to the
extent of (i) the aggregate L/C Obligations then outstanding, and such deemed
use of the Aggregate Commitment shall be applied to the Lenders ratably
according to their respective Commitments and (ii) the aggregate amount of the
Swing Line Loans then outstanding, and such deemed use of the Aggregate
Commitment shall be applied to the Lenders ratably according to their respective
Commitments. Subject to the terms of this Agreement (including, without
limitation, the terms and conditions of Section 2.11 and Section 8.1 relating to
the reduction, suspension or termination of the Aggregate Commitment), the
Borrower may borrow, repay and reborrow Syndicated Loans at any time prior to
the Facility Termination Date. Unless earlier terminated in accordance with the
terms and conditions of this Agreement, the Commitments of the Lenders to lend
hereunder shall expire on the Facility Termination Date. Notwithstanding
anything herein to the contrary, each of the Lenders shall be required to fund
its ratable share of any Syndicated Advance made in connection with any L/C
Drafts notwithstanding that such Advance may be made on or after the date of any
reduction, suspension or termination of the Aggregate Commitment pursuant to
Section 2.11(c) or Section 8.1 of this Agreement.

          2.2 Repayment of the Syndicated Loans.

          Any outstanding Syndicated Loans shall be paid in full by the Borrower
on the Facility Termination Date; provided, however, that nothing in this
Section 2.2 shall be construed


                                      -17-

as limiting or modifying the obligation of the Borrower to repay any or all of
the outstanding Syndicated Loans at any earlier time in accordance with the
terms of this Agreement.

          2.3 Ratable Loans; Types of Syndicated Advances.

          Each Syndicated Advance hereunder shall consist of Syndicated Loans
made from the several Lenders ratably in proportion to their respective Pro Rata
Shares of the Aggregate Commitment. Any Syndicated Advance may be a Floating
Rate Advance or a Eurodollar Advance, as the Borrower shall select in accordance
with Sections 2.6 and 2.7.

          2.4 Minimum Amount of Each Syndicated Advance.

          Each Eurodollar Advance shall be in the minimum amount of $15,000,000
(and an integral multiple of $5,000,000 if in excess thereof) and each Floating
Rate Advance shall be in the minimum amount of $10,000,000 (and an integral
multiple of $1,000,000 if in excess thereof); provided, however, that any
Syndicated Advance that is a Floating Rate Advance may be in the amount of the
unused Aggregate Commitment.

          2.5 Optional Prepayments of Syndicated Loans.

          Subject to Section 3.4 and the requirements of Section 2.4, the
Borrower may (a) following notice given to the Administrative Agent by the
Borrower, in the form attached hereto as Exhibit G (a "Prepayment Notice") by
not later than 2:00 p.m. (New York) on the date of the proposed prepayment, such
notice specifying the aggregate principal amount of and the proposed date of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the Floating Rate Loans comprising part of the
same Syndicated Advance in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid and (b)
following a Prepayment Notice given to the Administrative Agent by the Borrower
by not later than 2:00 p.m. (New York) on, if the Syndicated Advance to be
prepaid is a Eurodollar Advance, the third Business Day preceding the date of
the proposed prepayment, such notice specifying the Syndicated Advance to be
prepaid and the proposed date of the prepayment, and, if such notice is given,
such Borrower shall, prepay the outstanding principal amounts of the Eurodollar
Loans comprising a Eurodollar Advance in whole (and not in part), together with
accrued interest to the date of such prepayment on the principal amount prepaid.
In the case of a Floating Rate Advance, each partial prepayment shall be in an
aggregate principal amount not less than $10,000,000 (and an integral multiple
of $1,000,000 if in excess thereof).

          2.6 Method of Selecting Types and Interest Periods for New Syndicated
Advances.

          The Borrower shall select the Type of each Syndicated Advance and, in
the case of a Eurodollar Advance, the Interest Period applicable to such
Syndicated Advance from time to time. The Borrower shall give the Administrative
Agent irrevocable notice, in the form attached hereto as Exhibit F-1 (a
"Syndicated Advance Borrowing Notice"), not later than 12:00 p.m. (New York) (i)
on the Borrowing Date for each Floating Rate Advance and (ii) at least three
Business Days before the Borrowing Date for each Eurodollar Advance, specifying:


                                      -18-

          (a) the Borrowing Date, which shall be a Business Day, of such
Syndicated Advance,

          (b) the aggregate amount of such Syndicated Advance,

          (c) the Type of such Syndicated Advance, and

          (d) in the case of each Eurodollar Advance, the Interest Period
applicable thereto.

Not later than the Specified Remittance Time on each Borrowing Date, each Lender
shall make available its Syndicated Loan or Syndicated Loans to the
Administrative Agent in immediately available funds at the relevant Payment
Office. To the extent that the Administrative Agent has received funds from the
Lenders as specified in the preceding sentence and the applicable conditions set
forth in Article IV have been fulfilled, the Administrative Agent will make such
funds available to the Borrower at the relevant Payment Office promptly
following the Specified Remittance Time, it being understood that, upon the
request and direction of the Borrower, the Administrative Agent will make the
applicable funds available to the Borrower by depositing such funds to such
account with Bank of America as the Borrower shall designate.

          2.7 Conversion and Continuation of Outstanding Syndicated Advances.

          Floating Rate Advances shall continue as Floating Rate Advances unless
and until such Floating Rate Advances are converted into Eurodollar Advances or
prepaid pursuant to Section 2.5. Each Eurodollar Advance shall continue as a
Eurodollar Advance until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Advance shall be automatically converted
into a Floating Rate Advance unless the Borrower shall have given the
Administrative Agent a Conversion/Continuation Notice requesting that, at the
end of such Interest Period, such Eurodollar Advance either continue as a
Eurodollar Advance for the same or another Interest Period or be converted into
a Syndicated Advance of another Type. Subject to the terms of Section 2.6, the
Borrower may elect from time to time to convert all or any part of a Syndicated
Advance of any Type into any other Type or Types of Syndicated Advances;
provided that any conversion of any Eurodollar Advance shall be made on, and
only on, the last day of the Interest Period applicable thereto. The Borrower
shall give the Administrative Agent irrevocable notice in the form of Exhibit H
hereto (a "Conversion/Continuation Notice") of each conversion of a Syndicated
Advance or continuation of a Eurodollar Advance not later than 12:00 p.m. (New
York time) (i) in the case of a conversion into a Floating Rate Advance on the
date of such conversion and (ii) in the case of a conversion into or
continuation of a Eurodollar Advance, at least three Business Days before the
date of such conversion or continuation, specifying:

          (a) the requested date, which shall be a Business Day, of such
conversion or continuation;

          (b) the aggregate amount and Type of the Syndicated Advance which is
to be converted or continued; and


                                      -19-

          (c) the amount and Type(s) of Syndicated Advance(s) into which such
Syndicated Advance is to be converted or continued and, in the case of a
conversion into or continuation of a Eurodollar Advance, the duration of the
Interest Period applicable thereto.

          2.8 Payment of Interest on Syndicated Advances; Changes in Interest
Rate.

          (a) Interest accrued on each Floating Rate Advance shall be payable in
arrears on the last Business Day of each fiscal quarter, on the Facility
Termination Date, on the date of the reduction of all or any part of the
Aggregate Commitment pursuant to Section 2.11 (solely with respect to such
reduced amount) and on the date on which this Agreement is terminated in full
and all of the Obligations hereunder have been paid in full pursuant to Section
2.2. Interest accrued on each Eurodollar Advance shall be payable in arrears on
the last day of its applicable Interest Period, on any date on which the
Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurodollar Advance having an Interest Period
longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period. Interest on Floating Rate
Advances shall be calculated for actual days elapsed on the basis of a 365/366
- -day year. Interest on Eurodollar Advances shall be calculated for actual days
elapsed on the basis of a 360-day year. Interest shall be payable for the day a
Syndicated Advance is made but not for the day of any payment on the amount paid
if payment is received prior to 2:00 p.m. (New York time) at the place of
payment. If any payment of principal of or interest on a Syndicated Advance
shall become due on a day which is not a Business Day, such payment shall be
made on the next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing interest in
connection with such payment.

          (b) Each Floating Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Floating
Rate Advance is made or is converted from a Eurodollar Advance into a Floating
Rate Advance pursuant to Section 2.7 to but excluding the date it becomes due or
is converted into a Eurodollar Advance pursuant to Section 2.7, at a rate per
annum equal to the Floating Rate for such day. Changes in the rate of interest
on each Syndicated Advance maintained as a Floating Rate Advance will take
effect simultaneously with each change in the Alternate Base Rate. Each
Eurodollar Advance shall bear interest from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the Eurodollar Rate determined as applicable to such
Eurodollar Advance. No Interest Period may end after the Facility Termination
Date.

          2.9 Swing Line Loans.

          (a) Amount of Swing Line Loans. Upon the satisfaction of the
conditions precedent set forth in Sections 4.1 and 4.2, from and including the
date of this Agreement and prior to the Facility Termination Date, the Swing
Line Lender agrees, on the terms and conditions set forth in this Agreement, to
make Swing Line Loans to the Borrower from time to time in an amount not to
exceed the least of (i) the Swing Line Commitment, (ii) the amount by which the
Aggregate Commitment exceeds the sum of the outstanding principal amount of
Syndicated Advances and L/C Obligations, or (iii) the available amount of the
Commitment of the Swing Line Lender in its individual capacity as a Lender
hereunder. In furtherance of the foregoing, the aggregate outstanding principal
amount of the Swing Line Loans and Syndicated


                                      -20-

Loans made by the Swing Line Lender and L/C Obligations owing to the Swing Line
Lender shall at no time exceed the Commitment of the Swing Line Lender and, if
at any time any such excess shall exist, the Borrower shall make a mandatory
payment sufficient to eliminate such excess, which payment shall be applied to
reduce the outstanding amount of the Swing Line Loans. Each Swing Line Loan
shall be in a minimum amount of $1,000,000 and increments of $1,000,000 in
excess thereof and all interest payable on the Swing Line Loans shall be payable
to the Swing Line Lender for the account of such Swing Line Lender. In no event
shall the number of Swing Line Loans outstanding at any time be greater than
five. The Swing Line Lender agrees, upon the Borrower's request therefor,
promptly to provide information regarding the applicable interest rate at which
the Swing Line Lender will make Swing Line Loans to the Borrower on the Business
Day of such request or the immediately following Business Day if such request is
received after 2:00 p.m. (New York time) (the "Money Market Rate"), which Money
Market Rate, in any event, shall not exceed the Floating Rate then applicable to
Floating Rate Advances.

          (b) Borrowing Notice. The Borrower shall deliver to the Administrative
Agent and the Swing Line Lender an irrevocable notice, in the form attached
hereto as Exhibit F-2 (a "Swing Line Borrowing Notice"), signed by it not later
than 12:00 p.m. (New York time) on the Borrowing Date of each Swing Line Loan
specifying (i) the applicable Borrowing Date (which shall be a Business Day),
(ii) the aggregate amount of the requested Swing Line Loan and (iii) subject to
the confirmation thereof by the Swing Line Lender, the Money Market Rate
applicable to the requested Swing Line Loan. The Swing Line Loans shall at all
times be Money Market Rate Loans.

          (c) Making of Swing Line Loans. Promptly after receipt of the Swing
Line Borrowing Notice under Section 2.9(b), the Administrative Agent shall
notify each Lender of the requested Swing Line Loan. Promptly on the applicable
Borrowing Date, the Swing Line Lender shall make available its Swing Line Loan
in funds immediately available in New York, New York to the Administrative Agent
at the address specified by the Administrative Agent. The Administrative Agent
will promptly make such funds available to the Borrower.

          (d) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid
in full by the Borrower on or before the seventh Business Day after the
Borrowing Date for such Swing Line Loan. Outstanding Swing Line Loans may be
repaid from the proceeds of Syndicated Advances or Swing Line Loans. Any
repayment of a Swing Line Loan shall be accompanied by accrued interest thereon
and shall be in the minimum amount of $500,000 and in increments of $100,000 in
excess thereof or the full amount of such Swing Line Loan. If the Borrower at
any time fails to repay a Swing Line Loan on the applicable date when due, the
Borrower shall be deemed to have elected to borrow a Floating Rate Advance under
Section 2.1 as of such date equal in amount to the unpaid amount of the Swing
Line Loan and interest thereon (notwithstanding the minimum amount of Syndicated
Advances as provided in Section 2.4). The proceeds of any such Floating Rate
Advance shall be used to repay the Swing Line Loan and interest thereon. Unless
any Lender shall have notified the Swing Line Lender prior to its making any
Swing Line Loan, that the applicable conditions precedent set forth in Article
IV have not then been satisfied, each Lender's obligation to make Loans pursuant
to Section 2.1 and this Section 2.9(d) to repay Swing Line Loans shall be
unconditional, continuing, irrevocable and absolute and shall not be affected by
any circumstances, including the occurrence or continuance


                                      -21-

of a Default. In the event that any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.9(d), the
Administrative Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender hereunder
until the Administrative Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied. In addition to the foregoing, if for
any reason any Lender fails to make payment to the Administrative Agent of any
amount due under this Section 2.9(d), such Lender shall be deemed, at the option
of the Administrative Agent, to have unconditionally and irrevocably purchased
from the Swing Line Lender, without recourse or warranty, an undivided interest
in and participation in the applicable Swing Line Loan in the amount of the Loan
such Lender was required to make pursuant to this Section 2.9(d) and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand by the Administrative Agent and ending
on the date such obligation is fully satisfied.

          2.10 Intentionally Deleted.

          2.11 Facility Fee; Utilization Fee; Adjustments in Aggregate
Commitment.

          (a) Facility Fee. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a facility fee at a rate per annum equal to
the Applicable Facility Fee Rate in effect from time to time on such Lender's
Commitment (determined without giving effect to any usage of the Commitments),
whether used or unused, from the date hereof until the date on which this
Agreement is terminated in full and all of the Obligations hereunder have been
paid in full pursuant to Section 2.2. Such facility fees shall be payable in
arrears on the last Business Day of each March, June, September and December, on
the Facility Termination Date, on the date of the reduction of all or any part
of the Aggregate Commitment pursuant to Section 2.11(c) (solely with respect to
such reduced amount) and on the date on which this Agreement is terminated in
full and all of the Obligations hereunder have been paid in full pursuant to
Section 2.2. Facility fees shall be calculated for actual days elapsed on the
basis of a 360-day year.

          (b) Utilization Fee. For each day from and after the date hereof on
which the Combined Utilized Amount exceeds fifty percent (50%) of the Combined
Commitment, the Borrower agrees to pay to the Administrative Agent, for the
ratable account of each Lender, a utilization fee at a rate per annum equal to
the Applicable Utilization Fee Rate in effect from time to time on the sum of
all Loans (including all Syndicated Loans and Swing Line Loans) and L/C
Obligations, payable from the date hereof until the date on which this Agreement
is terminated in full and all of the Obligations hereunder have been paid in
full pursuant to Section 2.2. Such utilization fees shall be payable in arrears
on the last Business Day of each March, June, September and December, on the
Facility Termination Date, on the date of the reduction of all or any part of
the Aggregate Commitment pursuant to Section 2.11(c) and on the date on which
this Agreement is terminated in full and all of the Obligations hereunder have
been paid in full pursuant to Section 2.2. Utilization fees shall be calculated
for actual days elapsed on the basis of a 360-day year.

          (c) Reductions in Aggregate Commitment. The Borrower may permanently
reduce the Aggregate Commitment in whole or in part ratably among the Lenders in
a minimum


                                      -22-

amount of $15,000,000 and integral multiples of $2,500,000 in excess thereof,
upon at least two Business Days' written notice to the Administrative Agent,
which notice shall specify the amount of any such reduction; provided, however,
that the amount of the Aggregate Commitment may not be reduced below the sum of
the aggregate principal amount of the outstanding Syndicated Advances and the
aggregate outstanding L/C Obligations and Swing Line Loans.

          (d) Increase of Aggregate Commitment. At any time the Borrower may, on
the terms set forth below, request that the Aggregate Commitment hereunder be
increased; provided, that (i) the Aggregate Commitment hereunder at no time
shall exceed $550,000,000, (ii) the Combined Commitment at no time shall exceed
$1,100,000,000, (iii) each such request shall be in a minimum amount of at least
$10,000,000 and in increments of $5,000,000 in excess thereof, (iv) an increase
in the Aggregate Commitment hereunder may only be made at a time when no Default
or Unmatured Default shall have occurred and be continuing, (v) each Lender
shall be offered a pro rata share of any requested increase prior to the
Borrower, the Administrative Agent and the Syndication Agents inviting any
additional financial institutions to become a Lender hereunder, and (vi) no
Lender's Commitment shall be increased under this Section 2.11(d) without its
consent. In the event of such a requested increase in the Aggregate Commitment,
any financial institution which the Borrower, the Administrative Agent and the
Syndication Agents invite to become a Lender or to increase its Commitment may
set the amount of its Commitment at a level agreed to by the Borrower, the
Administrative Agent and the Syndication Agents. In the event that the Borrower
and one or more of the Lenders (or other financial institutions) shall agree
upon such an increase in the Aggregate Commitment (i) the Borrower, the
Administrative Agent and each Lender or other financial institution increasing
its Commitment or extending a new Commitment shall enter into an amendment to
this Agreement setting forth the amounts of the Commitments, as so increased,
providing that the financial institutions extending new Commitments shall be
Lenders for all purposes under this Agreement, and setting forth such additional
provisions as the Administrative Agent shall consider reasonably appropriate and
(ii) the Borrower shall furnish, if requested, a new Note to each financial
institution that is extending a new Commitment or increasing its Commitment. No
such amendment shall require the approval or consent of any Lender whose
Commitment is not being increased. Upon the execution and delivery of such
amendment as provided above, and upon satisfaction of such other conditions as
the Administrative Agent may reasonably specify upon the request of the
financial institutions that are extending new Commitments (including, without
limitation, the Administrative Agent administering the reallocation of any
outstanding Loans ratably among the Lenders after giving effect to each such
increase in the Aggregate Commitment, and the delivery of certificates, evidence
of corporate authority and legal opinions on behalf of the Borrower), this
Agreement shall be deemed to be amended accordingly.

          2.12 Rates Applicable After Default.

          Notwithstanding anything to the contrary contained in Section 2.8,
during the continuance of a Default or Unmatured Default no Syndicated Advance
may be made as, converted into or continued past the end of the applicable
Interest Period as a Eurodollar Advance. During the continuance of a Default
upon notice given to the Borrower by the Administrative Agent, (a) each
Syndicated Advance and Swing Line Loan shall bear interest until paid in full at
a rate per annum equal to the then-applicable rate of interest, as the case may


                                      -23-

be, plus two percent (2.0%) per annum and (b) the letter of credit fees payable
under Section 2.20.5 shall be increased by two percent (2.0%) per annum.

          2.13 Method of Payment.

          All payments of the Obligations hereunder shall be made, without
setoff, recoupment, deduction, or counterclaim, in immediately available funds
to the Administrative Agent at the Administrative Agent's address specified
pursuant to Article XIII, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative Agent to the
Borrower, by 1:00 p.m. (New York time) on the date when due and shall be
remitted by the Administrative Agent to the Lenders according to their
respective interests therein. Each payment delivered to the Administrative Agent
for the account of any Lender shall be delivered promptly by the Administrative
Agent to such Lender in the same type of funds that the Administrative Agent
received at its address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender. The Administrative Agent is hereby authorized, but is not
obligated, to charge the accounts of the Borrower maintained with Bank of
America into which proceeds of Syndicated Advances are remitted pursuant to
Section 2.6 for each payment of interest and fees as it becomes due hereunder,
for each payment of principal, in accordance with the applicable Prepayment
Notice or when otherwise due and payable in accordance with the terms hereof,
and for each payment of Reimbursement Obligations when due and payable in
accordance with the terms hereof.

          2.14 Evidence of Debt (Optional Notes); Telephonic Notices.

          (a) Evidence of Debt (Optional Notes).

                    (i) Each Lender shall maintain in accordance with its usual
     practice an account or accounts evidencing the indebtedness of the Borrower
     to such Lender resulting from each Loan or L/C Obligation made by such
     Lender from time to time, including the amounts of principal and interest
     payable and paid to such Lender from time to time hereunder.

                    (ii) The Administrative Agent shall also maintain accounts
     in which it will record (a) the amount of each Loan made and each L/C
     Obligation incurred hereunder, and, to the extent applicable, the Type
     thereof and the interest period with respect thereto, (b) the amount of any
     principal or interest due and payable or to become due and payable from the
     Borrower to each Lender hereunder and (c) the amount of any sum received by
     the Administrative Agent hereunder from the Borrower and each Lender's
     share thereof.

                    (iii) The entries in the accounts maintained pursuant to
     clauses (i) and (ii) above shall be prima facie evidence of the existence
     and amounts of the Obligations therein recorded; provided, however, that
     the failure of the Administrative Agent or any Lender to maintain such
     accounts or any error therein shall not in any manner affect the obligation
     of the Borrower to repay the Obligations in accordance with their terms. In
     the event of a conflict between the accounts maintained by the
     Administrative


                                      -24-

     Agent and the accounts maintained by a Lender, the accounts maintained by
     the Administrative Agent shall control in the absence of manifest error.

                    (iv) Any Lender may request that its Loans be evidenced by
     one or more Notes. In such event, the Borrower shall execute and deliver to
     such Lender the applicable Note or Notes payable to the order of such
     Lender. Thereafter, the Loans evidenced by any such Note and interest
     thereon shall at all times (including after any assignment pursuant to
     Section 12.3) be represented by one or more Notes payable to the order of
     the payee named therein or any assignee pursuant to Section 12.3, except to
     the extent that any such Lender or assignee subsequently returns any such
     Note for cancellation and requests that such Loans once again be evidenced
     as described in clauses (i) and (ii) above.

          (b) Telephonic Notices. The Borrower hereby authorizes the Lenders and
the Administrative Agent to extend, convert or continue Syndicated Advances and
effect selections of Types of Syndicated Advances based on telephonic notices
made by any person or persons the Administrative Agent in good faith believes to
be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to
the Administrative Agent a written confirmation, if such confirmation is
requested by the Administrative Agent or any Lender, of each telephonic notice
signed by an Authorized Officer. If the written confirmation differs in any
material respect from the action taken by the Administrative Agent and the
Lenders, the records of the Administrative Agent of the relevant telephonic
notice shall govern absent manifest error.

          2.15 Notification of Syndicated Advances, Interest Rates, Prepayments
and Commitment Reductions.

          Promptly after receipt thereof, the Administrative Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice and Prepayment Notice received
by it hereunder. The Administrative Agent will notify each Lender of the
interest rate applicable to each Eurodollar Advance promptly upon determination
of such interest rate and will give each Lender prompt notice of each change in
the Alternate Base Rate.

          2.16 Lending Installations.

          Each Lender may book its Loans at any one or more Lending
Installations selected by such Lender and may change any such Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and any Notes requested by such Lender shall be deemed
held by such Lender for the benefit of such Lending Installation. Each Lender
may, by written or telex notice to the Administrative Agent and the Borrower,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments are to be made.

          2.17 Non-Receipt of Funds by the Administrative Agent.

          Unless the Borrower or a Lender, as the case may be, notifies the
Administrative Agent prior to the date on which it is scheduled to make payment
to the Administrative Agent of (a) in the case of a Lender, the proceeds of a
Loan or (b) in the case of the Borrower, a payment


                                      -25-

of principal, interest or fees to the Administrative Agent for the account of
the Lenders, that it does not intend to make such payment, the Administrative
Agent may assume that such payment has been made. The Administrative Agent may,
but shall not be obligated to, make the amount of such payment available to the
intended recipient in reliance upon such assumption. If such Lender or the
Borrower, as the case may be, has not in fact made such payment to the
Administrative Agent, the recipient of such payment shall, on demand by the
Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (a) in the case of repayment by a Lender,
the Federal Funds Effective Rate for such day or (b) in the case of repayment by
the Borrower, the interest rate applicable to the relevant Loan.

          2.18 Withholding Tax Exemption.

          At least five Business Days prior to the first date on which interest
or fees are payable hereunder for the account of any Lender, each Lender that is
not incorporated under the laws of the United States of America, or a state
thereof, agrees that it will deliver to each of the Borrower and the
Administrative Agent two duly completed copies of United States Internal Revenue
Service Form W-8BEN or W-8ECI, or successor applicable form, certifying in
either case that such Lender is entitled to receive payments under this
Agreement and the Notes (if requested) without deduction or withholding of any
United States federal income taxes. Each Lender which so delivers a Form W-8BEN
or W-8ECI, or successor applicable form, further undertakes to deliver to each
of the Borrower and the Administrative Agent two additional copies of such form
(or any successor form or related form as may from time to time be required
under applicable law) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent forms so delivered by it, and such amendments thereto or extensions or
renewals thereof as may be reasonably requested by the Borrower or the
Administrative Agent, in each case certifying that such Lender is entitled to
receive payments under this Agreement and the Notes (if requested) without
deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Borrower and the Administrative Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

          2.19 Termination.

          All unpaid Obligations shall be paid in full by the Borrower on the
Facility Termination Date; provided, however, that nothing in this Section 2.19
shall be construed as limiting or modifying the obligation of the Borrower to
repay any or all of the outstanding Obligations at any earlier time in
accordance with the terms of this Agreement.


                                      -26-

          2.20 Letter of Credit Facility.

          2.20.1 Obligation to Issue. Subject to the terms and conditions of
this Agreement and in reliance upon the representations, warranties and
covenants of the Borrower herein set forth, each Issuing Lender hereby severally
agrees to issue for the account of the Borrower through such Issuing Lender's
branches as it and the Borrower may jointly agree, one or more Letters of Credit
denominated in Dollars in accordance with this Section 2.20, from time to time
during the period, commencing on the date hereof and ending on the third
Business Day prior to the Facility Termination Date; provided, however, no
Issuing Lender shall have any obligation to issue any Letter of Credit if, after
taking into account such issuance, the aggregate L/C Obligations outstanding
under Letters of Credit issued by it would exceed the amount specified on
Schedule 2.20 next to its name. Schedule 2.20 may be updated from time to time
by the Administrative Agent in connection with the addition of any Issuing
Lender.

          2.20.2 Types and Amounts. No Issuing Lender shall have any obligation
to and no Issuing Lender shall:

               (i) issue any Letter of Credit if on the date of issuance, before
or after giving effect to the Letter of Credit requested hereunder, (a) the
amount of the Syndicated Advances, the L/C Obligations and the Swing Line Loans
outstanding at such time would exceed the Aggregate Commitment or (b) the
aggregate outstanding amount of the L/C Obligations would exceed $150,000,000;
or

               (ii) issue any Letter of Credit which has an expiration date
later than the date which is the earlier of one (1) year after the date of
issuance thereof or three (3) Business Days immediately preceding the Facility
Termination Date.

          2.20.3 Conditions. In addition to being subject to the satisfaction of
the conditions contained in Sections 4.1 and 4.2, the obligation of an Issuing
Lender to issue any Letter of Credit is subject to the satisfaction in full of
the following conditions:

               (i) the Borrower shall have delivered to the applicable Issuing
Lender at such times and in such manner as such Issuing Lender may reasonably
prescribe, a written request for issuance of such Letter of Credit, duly
executed applications for such Letter of Credit, and such other documents,
instructions and agreements as may be reasonably required pursuant to the terms
thereof, and the proposed Letter of Credit shall be reasonably satisfactory to
such Issuing Lender as to form and content; and

               (ii) as of the date of issuance no order, judgment or decree of
any court, arbitrator or Governmental Authority shall purport by its terms to
enjoin or restrain the applicable Issuing Lender from issuing such Letter of
Credit and no law, rule or regulation applicable to such Issuing Lender and no
request or directive (whether or not having the force of law) from a
Governmental Authority with jurisdiction over such Issuing Lender shall prohibit
or request that such Issuing Lender refrain from the issuance of Letters of
Credit generally or the issuance of that Letter of Credit.


                                      -27-

If any provision in a letter of credit application delivered in connection with
the foregoing is inconsistent with or more restrictive than a provision
contained in this Agreement, the provisions contained in this Agreement shall
control.

               2.20.4 Procedure for Issuance of Letters of Credit.

               (a) Subject to the terms and conditions of this Section 2.20 and
provided that the applicable conditions set forth in Sections 4.1 and 4.2 hereof
have been satisfied, the applicable Issuing Lender shall, on the requested date,
issue a Letter of Credit on behalf of the Borrower in accordance with such
Issuing Lender's usual and customary business practices and, in this connection,
such Issuing Lender may assume that the applicable conditions set forth in
Section 4.2 hereof have been satisfied unless it shall have received notice to
the contrary from a Lender or has knowledge that the applicable conditions have
not been met.

               (b) The applicable Issuing Lender shall give the Administrative
Agent written or telex notice, or telephonic notice confirmed promptly
thereafter in writing, of the issuance of a Letter of Credit, provided, however,
that the failure to provide such notice shall not result in any liability on the
part of such Issuing Lender.

               (c) No Issuing Lender shall extend or amend any Letter of Credit
unless the requirements of this Section 2.20 are met as though a new Letter of
Credit was being requested and issued.

               2.20.5 Letter of Credit Participation. Unless a Lender shall have
notified the Issuing Lender, prior to its issuance of a Letter of Credit, that
any applicable condition precedent set forth in Sections 4.1 and 4.2 had not
then been satisfied immediately upon the issuance of each Letter of Credit
hereunder, each Lender shall be deemed to have automatically, irrevocably and
unconditionally purchased and received from the applicable Issuing Lender an
undivided interest and participation in and to such Letter of Credit, the
obligations of the Borrower in respect thereof, and the liability of such
Issuing Lender thereunder (collectively, an "L/C Interest") in an amount equal
to the amount available for drawing under such Letter of Credit multiplied by
such Lender's Pro Rata Share. Each Issuing Lender will notify each Lender
promptly upon presentation to it of an L/C Draft or upon any other draw under a
Letter of Credit. On or before the Business Day on which an Issuing Lender makes
payment of each such L/C Draft or, in the case of any other draw on a Letter of
Credit, on demand by the Administrative Agent, each Lender shall make payment to
the Administrative Agent, for the account of the applicable Issuing Lender, in
immediately available funds in an amount equal to such Lender's Pro Rata Share
of the amount of such payment or draw. The obligation of each Lender to
reimburse the Issuing Lenders under this Section 2.20.5 shall be unconditional,
continuing, irrevocable and absolute. In the event that any Lender fails to make
payment to the Administrative Agent of any amount due under this Section 2.20.5,
the Administrative Agent shall be entitled to receive, retain and apply against
such obligation the principal and interest otherwise payable to such Lender
hereunder until the Administrative Agent receives such payment (together with
interest thereon at the Federal Funds Effective Rate from the date due until the
date paid) from such Lender or such obligation is otherwise fully satisfied;
provided, however, that nothing contained in this sentence shall relieve such
Lender of its obligation to reimburse the applicable Issuing Lender for such
amount in accordance with this Section 2.20.5.


                                      -28-

          2.20.6 Reimbursement Obligation. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Administrative Agent, for
the account of the applicable Issuing Lender and the Lenders, the amount of each
advance which may be drawn under or pursuant to a Letter of Credit or an L/C
Draft related thereto (such obligation of the Borrower to reimburse the
Administrative Agent for an advance made under a Letter of Credit or L/C Draft
being hereinafter referred to as a "Reimbursement Obligation" with respect to
such Letter of Credit or L/C Draft). If the Borrower at any time fails to repay
a Reimbursement Obligation pursuant to this Section 2.20.6, the Borrower shall
be deemed to have elected to borrow Floating Rate Loans from the Lenders, as of
the date of the advance giving rise to the Reimbursement Obligation, equal in
amount to the amount of the unpaid Reimbursement Obligation. Such Floating Rate
Loans shall be made as of the date of the payment giving rise to such
Reimbursement Obligation, automatically, without notice and without any
requirement to satisfy the conditions precedent otherwise applicable to a
Syndicated Advance of Floating Rate Loans. Such Floating Rate Loans shall
constitute a Floating Rate Advance, the proceeds of which Floating Rate Advance
shall be used to repay such Reimbursement Obligation. If, for any reason, the
Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement
Obligation arises and, for any reason, the Lenders are unable to make or have no
obligation to make Floating Rate Loans, then such Reimbursement Obligation shall
bear interest from and after such day, until paid in full, at the interest rate
applicable to a Floating Rate Advance.

          2.20.7 Letter of Credit Fees. The Borrower agrees to pay (a) to the
Administrative Agent for the ratable benefit of the Lenders, a letter of credit
fee equal to (i) for standby Letters of Credit, the Eurodollar Applicable Margin
in effect from time to time on the aggregate daily amount available for drawing
under the outstanding standby Letters of Credit and (ii) for commercial Letters
of Credit, fifty percent (50%) of the Eurodollar Applicable Margin in effect
from time to time on the aggregate daily amount available for drawing under the
outstanding commercial Letters of Credit, such fees described in clauses (a)(i)
and (ii) to be paid in arrears on the last Business Day of each calendar quarter
and on the Facility Termination Date and (b) to the Administrative Agent for the
benefit of the Issuing Lenders, a fronting fee in an amount agreed to between
the Borrower and the applicable Issuing Lender on the aggregate daily amount
available for drawing under their respective outstanding Letters of Credit, to
be paid in arrears on the last Business Day of each calendar quarter and on the
Facility Termination Date and all customary fees and other issuance, amendment,
negotiation and presentment expenses and related charges in connection with the
issuance, amendment, presentation of L/C Drafts, and the like customarily
charged by the applicable Issuing Lender with respect to standby letters of
credit and commercial letters of credit, including, without limitation, standard
commissions with respect to commercial letters of credit, payable at the time of
invoice of such amounts.

          2.20.8 Issuing Lender Reporting Requirements. In addition to the
notices required by Section 2.20.4, each Issuing Lender shall, no later than the
tenth Business Day following the last day of each month, provide to the
Administrative Agent, upon the Administrative Agent's request, schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
the date of issue, account party, amount, expiration date and the reference
number of each Letter of Credit issued by it outstanding at any time during such
month and the aggregate amount payable by the Borrower during such month. In
addition, upon the request of the Administrative Agent, each Issuing Lender
shall furnish to the Administrative Agent copies of any Letter of Credit and any
application for or reimbursement agreement with


                                      -29-

respect to a Letter of Credit to which such Issuing Lender is party and such
other documentation as may reasonably be requested by the Administrative Agent.
Upon the request of any Lender, the Administrative Agent will provide to such
Lender information concerning such Letters of Credit.

          2.20.9 Indemnification; Exoneration. (a) In addition to amounts
payable as elsewhere provided in this Section 2.20, the Borrower hereby agrees
to protect, indemnify, pay and save harmless the Administrative Agent, each
Issuing Lender and each Lender from and against any and all liabilities and
costs which the Administrative Agent, such Issuing Lender or such Lender may
incur or be subject to as a consequence, direct or indirect, of (i) the issuance
of any Letter of Credit other than, in the case of the applicable Issuing
Lender, as a result of its Gross Negligence or willful misconduct, as determined
by the final judgment of a court of competent jurisdiction, or (ii) the failure
of the applicable Issuing Lender to honor a drawing under a Letter of Credit as
a result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto Governmental Authority (all such acts or omissions
herein called "Governmental Acts").

          (b) As among the Borrower, the Lenders, the Administrative Agent and
the Issuing Lenders, the Borrower assumes all risks of the acts and omissions
of, or misuse of such Letter of Credit by, the beneficiary of any Letters of
Credit. In furtherance and not in limitation of the foregoing, subject to the
provisions of the Letter of Credit applications and Letter of Credit
reimbursement agreements executed by the Borrower at the time of request for any
Letter of Credit, neither the Administrative Agent, any Issuing Lender nor any
Lender shall be responsible (in the absence of Gross Negligence or willful
misconduct in connection therewith, as determined by the final judgment of a
court of competent jurisdiction): (i) for the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of the Letters of Credit that
appears on its face to comply in all material respects with the requirements of
the Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or sufficiency of any instrument that appears on its face to comply in
all material respects with the requirements of the Letter of Credit transferring
or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) for failure of the
beneficiary of a Letter of Credit to comply duly with conditions required in
order to draw upon such Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, or other similar form of teletransmission or otherwise;
(v) for errors in interpretation of technical trade terms; (vi) for any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Administrative Agent, the Issuing Lenders
and the Lenders, including, without limitation, any Governmental Acts. None of
the above shall affect, impair, or prevent the vesting of any Issuing Lender's
rights or powers under this Section 2.20.9.

          (c) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Lender under or in


                                      -30-

connection with the Letters of Credit or any related certificates shall not, in
the absence of Gross Negligence or willful misconduct, as determined by the
final judgment of a court of competent jurisdiction, put the applicable Issuing
Lender, the Administrative Agent or any Lender under any resulting liability to
the Borrower or relieve the Borrower of any of its obligations hereunder to any
such Person.

          (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 2.20 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

          2.20.10 Cash Collateral. Notwithstanding anything to the contrary
herein or in any application for a Letter of Credit, after the occurrence and
during the continuance of Default, the Borrower shall, upon the Administrative
Agent's demand, deliver to the Administrative Agent for the benefit of the
Lenders and the Issuing Lenders, cash, or other collateral of a type
satisfactory to the Required Lenders, having a value, as determined by such
Lenders, equal to the aggregate outstanding L/C Obligations. In addition, if the
available Aggregate Commitment is at any time less than the amount of L/C
Obligations outstanding at any time, the Borrower shall deposit cash collateral
with the Administrative Agent in an amount equal to the amount by which such L/C
Obligations exceed such available Aggregate Commitment. Any such collateral
shall be held by the Administrative Agent in a separate interest-bearing account
appropriately designated as a cash collateral account in relation to this
Agreement and the Letters of Credit and retained by the Administrative Agent for
the benefit of the Lenders and the Issuing Lenders as collateral security for
the Borrower's obligations in respect of this Agreement and each of the Letters
of Credit and L/C Drafts. Such amounts shall be applied to reimburse the Issuing
Lenders for drawings or payments under or pursuant to Letters of Credit or L/C
Drafts, or if no such reimbursement is required, to payment of such of the other
Obligations as the Administrative Agent shall determine, in each case without
further authorization from the Borrower; provided, however, the Administrative
Agent shall notify the Borrower of such application. If no Default shall be
continuing, amounts remaining in any cash collateral account established
pursuant to this Section 2.20.10 which are not to be applied to reimburse an
Issuing Lender for amounts actually paid or to be paid by such Issuing Lender in
respect of a Letter of Credit or L/C Draft, shall be returned to the Borrower
(after deduction of the Administrative Agent's expenses incurred in connection
with such cash collateral account).

          2.21 Pricing.

          The Eurodollar Applicable Margin, the Applicable Facility Fee Rate and
the Applicable Utilization Fee Rate for any period shall be determined on the
basis of the publicly announced ratings ("Credit Ratings") by Moody's and S&P on
the Borrower's Rated Debt during such period, in each case in accordance with
the table set forth below, to change when and as such Credit Ratings change. For
purposes of determining the Applicable Margin, the Applicable Facility Fee Rate
and the Applicable Utilization Fee Rate with respect to any period:

                    (i) Any change in the Credit Rating shall be deemed to
     become effective on the date of public announcement thereof and shall
     remain in effect until the date of public announcement that such Credit
     Rating shall no longer be in effect. If any change


                                      -31-

     in Credit Rating occurs during an Interest Period, the new Eurodollar
     Applicable Margin, Applicable Facility Fee Rate and Applicable Utilization
     Fee Rate shall become effective from the date of the public announcement.

                    (ii) If, during any period, either Moody's or S&P shall not
     have a publicly-announced Credit Rating with respect to the Borrower's
     Rated Debt, the Credit Rating announced by the other rating agency with
     respect thereto shall be used.

                    (iii) Except as provided below, in the event that the Credit
     Ratings publicly announced by Moody's and S&P with respect to the
     Borrower's Rated Debt appear in more than one column of the table, the
     Eurodollar Applicable Margin, the Applicable Facility Fee Rate and the
     Applicable Utilization Fee Rate will be based on the column which includes
     the highest rating; provided, however, that if there exists a differential
     of two or more levels between the Credit Rating publicly announced by
     Moody's and the Credit Rating publicly announced by S & P, then the Credit
     Rating which is one level below the higher announced Credit Rating will
     determine the Eurodollar Applicable Margin, the Applicable Facility Fee
     Rate and the Applicable Utilization Fee Rate.

                    (iv) If, during any period, neither Moody's nor S&P shall
     have publicly announced a Credit Rating with respect to the Borrower's
     Rated Debt, the Eurodollar Applicable Margin, the Applicable Facility Fee
     Rate and the Applicable Utilization Fee Rate shall be the margins set forth
     under the column entitled "No Other Pricing Level Applies."

                          EURODOLLAR APPLICABLE MARGINS
                          APPLICABLE FACILITY FEE RATES
                      AND APPLICABLE UTILIZATION FEE RATES
                                (IN BASIS POINTS)



                                      AT LEAST A                     AT LEAST BBB+   AT LEAST BBB
                      AT LEAST A+    FROM S&P OR     AT LEAST A-      FROM S&P OR     FROM S&P OR      NO OTHER
                    FROM S&P OR A1     A2 FROM       FROM S&P OR       BAA1 FROM       BAA2 FROM       PRICING
  CREDIT RATINGS     FROM MOODY'S      MOODY'S     A3 FROM MOODY'S      MOODY'S         MOODY'S     LEVEL APPLIES
- -----------------   --------------   -----------   ---------------   -------------   ------------   -------------
                                                                                  
Eurodollar
Applicable Margin        13.5            17.5            29.0             40.0           61.5            84.0



                                      -32-



                                      AT LEAST A                     AT LEAST BBB+   AT LEAST BBB
                      AT LEAST A+    FROM S&P OR     AT LEAST A-      FROM S&P OR     FROM S&P OR      NO OTHER
                    FROM S&P OR A1     A2 FROM       FROM S&P OR       BAA1 FROM       BAA2 FROM       PRICING
  CREDIT RATINGS     FROM MOODY'S      MOODY'S     A3 FROM MOODY'S      MOODY'S         MOODY'S     LEVEL APPLIES
- -----------------   --------------   -----------   ---------------   -------------   ------------   -------------
                                                                                  
Applicable
Facility Fee              6.5             7.5             8.5             10.0           13.5            16.0

Applicable
Utilization Fee
Rate                     10.0            10.0            10.0             10.0           10.0            10.0


                                   ARTICLE III
                             CHANGE IN CIRCUMSTANCES

          3.1 Yield Protection.

          If any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
interpretation thereof, or the compliance by any Lender therewith,

          (a) subjects any Lender or any applicable Lending Installation to any
tax, duty, charge or withholding on or from payments due from the Borrower
(excluding federal taxation of the overall net income of any Lender, franchise
taxes and branch profit taxes), or changes the basis of taxation of payments to
any Lender or any applicable Lending Installation in respect of its Loans, L/C
Interests or other amounts due it hereunder, or

          (b) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurodollar Advances), or

          (c) imposes any other condition, in each case, the result of which is
to increase the cost to any Lender or any applicable Lending Installation of
making, funding or maintaining Loans or issuing or participating in Letters of
Credit or reduces any amount receivable by any Lender or any applicable Lending
Installation in connection with Loans or Letters of Credit, or requires any
Lender or any applicable Lending Installation to make any payment calculated by
reference to the amount of Loans or Letters of Credit held, or interest received
by it, by an amount deemed material by such Lender,

then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender reasonably determines is attributable to making,
funding and maintaining its Loans, its L/C Interests, the Letters of Credit and
its Commitment.

          3.2 Changes in Capital Adequacy Regulations.

          If a Lender determines that the amount of capital required or expected
to be maintained by such Lender, any Lending Installation of such Lender or any
corporation


                                      -33-

controlling such Lender is increased as a result of a Change (as defined below
in this Section 3.2), then, within 15 days of demand by such Lender, the
Borrower shall pay such Lender the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased capital which
such Lender reasonably determines is attributable to this Agreement, its Loans,
its L/C Interests, the Letters of Credit or its obligation to make Loans or
participate in Letters of Credit hereunder (after taking into account such
Lender's or such controlling corporation's policies as to capital adequacy).
"Change" means (a) any change after the date of this Agreement in the Risk-Based
Capital Guidelines (as defined below in this Section 3.2) or (b) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means
(a) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (b) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent of
any circumstances that would cause the Borrower to pay additional amounts
pursuant to this Section 3.2, provided that, except as set forth in Section
3.5(b), the failure to give such notice shall not affect the Borrower's
obligation to pay such additional amounts hereunder.

          3.3 Availability of Types of Syndicated Advances.

          If any Lender reasonably determines that maintenance of its Eurodollar
Loans at a suitable Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or if the
Required Lenders reasonably determine that (a) deposits of a type and maturity
appropriate to match fund Eurodollar Advances are not available or (b) the
interest rate applicable to a Type of Syndicated Advance does not accurately
reflect the cost of making or maintaining such Syndicated Advance, then the
Administrative Agent shall suspend the availability of the affected Type of
Syndicated Advance.

          3.4 Funding Indemnification.

          If any payment of a Eurodollar Advance occurs on a date which is not
the last day of the applicable Interest Period, whether because of acceleration,
prepayment, conversion or otherwise, or a Eurodollar Advance is not made
(whether by borrowing, continuation or conversion) on the date specified by the
Borrower for any reason other than default by the Lenders, or an optional
prepayment, notice of which has been given in accordance with Section 2.5, is
not made on the date specified therefor in such notice, the Borrower will
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain the Eurodollar Advance.


                                      -34-

          3.5 Mitigation; Lender Statements; Survival of Indemnity.

          (a) To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Eurodollar Loans to reduce
any liability of the Borrower to such Lender under Sections 3.1 and 3.2 or to
avoid the unavailability of a Type of Syndicated Advance under Section 3.3, so
long as such designation is not disadvantageous to such Lender in its reasonable
determination. If the obligation of the Lenders to make Eurodollar Advances has
been suspended pursuant to Section 3.3 as a consequence of a determination by
any Lender that maintenance of its Eurodollar Loans at a suitable Lending
Installation would violate any applicable law or any Lender has demanded
compensation under Section 3.1 or 3.2, the Borrower may elect (i) subject to
Section 3.4, to prepay any outstanding Syndicated Advances to the extent
necessary to mitigate its liability under Section 3.1 or 3.2, or (ii) to require
the applicable Lender to assign its outstanding Syndicated Loans, L/C Interests
and Commitment hereunder to another financial institution designated by the
Borrower and reasonably acceptable to the Administrative Agent. The obligation
of a Lender to assign its rights and obligations hereunder as contemplated by
this Section 3.5(a) is subject to the requirements that (x) all amounts owing to
that Lender under the Loan Documents are paid in full upon the completion of
such assignment and (y) any assignment is effected in accordance with the terms
of Section 12.3 and on terms otherwise satisfactory to that Lender (it being
understood that the Borrower or the replacement Lender shall pay the processing
fee payable to the Administrative Agent pursuant to Section 12.3.2 in connection
with any such assignment).

          (b) In determining the amounts payable under Sections 3.1, 3.2 or 3.4,
each Lender shall use its reasonable efforts to make its allocations and
computations, to the extent readily determinable, consistent with the
allocations and computations applied generally by such Lender to other customers
of similar size and credit quality and under similar circumstances. Each Lender
shall deliver a written statement of such Lender as to the amount due, if any,
under Section 3.1, 3.2 or 3.4. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall be final, conclusive and binding on the Borrower in the absence of
manifest error. Unless otherwise provided herein, the amount specified in the
written statement shall be payable not later than fifteen (15) days after
receipt by the Borrower of the written statement. The Borrower shall not be
liable for any amounts under Sections 3.1, 3.2 or 3.4 accruing more than 120
days prior to the receipt of a demand for payment therefor. The obligations of
the Borrower under Sections 3.1, 3.2 and 3.4 shall survive payment of the
Obligations and termination of this Agreement.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

          4.1 Effectiveness; Initial Syndicated Advance.

          This Agreement shall become effective and the Lenders shall be
obligated to make the initial Syndicated Advance or Swing Line Loan only after
the Administrative Agent shall have received from the Borrower, with sufficient
copies (other than in the case of any requested Notes) for each of the Lenders,
each of the following items in form and substance satisfactory to the
Administrative Agent:


                                      -35-

          (a) a copy of the certificate of incorporation (or comparable
constitutive document) of the Borrower, together with all amendments thereto and
a certificate of good standing, certified by the appropriate governmental
officer of its jurisdiction of organization and by the Secretary, Assistant
Secretary, or other appropriate officer of the Borrower;

          (b) copies, certified by the Secretary, Assistant Secretary or other
appropriate officer of the Borrower of its by-laws (or any comparable
constitutive laws, rules or regulations) and of its board of directors'
resolutions (and resolutions of other bodies, if any are deemed necessary by
counsel for any Lender) authorizing the execution of the Loan Documents;

          (c) incumbency certificates, executed by the Secretary or Assistant
Secretary or other appropriate officer of the Borrower, which shall identify by
name and title and bear the signature of the officers of the Borrower authorized
to sign the Loan Documents and to make borrowings hereunder, as applicable, upon
which certificate the Administrative Agent, the Issuing Lenders, the Swing Line
Lender and the Lenders shall be entitled to rely until informed of any change in
writing by the Borrower;

          (d) a certificate, signed by the Chief Financial Officer, stating that
on the date hereof no Default or Unmatured Default has occurred and is
continuing;

          (e) evidence of the payment of all fees required to be paid by the
Borrower pursuant to the Fee Letters;

          (f) opinions of (i) Ropes & Gray LLP, counsel to the Borrower, and
(ii) a Senior Vice President-Legal of the Borrower, substantially in the forms
attached as Exhibit B hereto;

          (g) evidence of delivery of the 4-Year Revolving Credit Agreement by
each of the parties thereto;

          (h) written money transfer instructions, in substantially the form of
Exhibit E hereto, addressed to the Administrative Agent and signed by an
Authorized Officer, together with such other related money transfer
authorizations as the Administrative Agent may have reasonably requested;

          (i) evidence of the termination of the Existing Credit Agreements and
repayment of in full of all obligations, indebtedness and liabilities
outstanding thereunder from the proceeds of the initial Loans hereunder and/or
the initial "Loans" under and as defined in the 4-Year Revolving Credit
Agreement; and

          (j) such other documents as any Lender or its counsel may have
reasonably requested (including, without limitation, any Notes requested
pursuant to Section 2.14(a)(iv)).

          4.2 Each Syndicated Advance and Letter of Credit.

          No Lender shall be required to make any Loan, nor shall any Issuing
Lender be required to issue any Letter of Credit hereunder, unless on the
applicable Borrowing Date or date for issuance of such Letter of Credit:


                                      -36-

          (a) there exists no Default or Unmatured Default;

          (b) the representations and warranties contained in Article V are true
and correct as of such Borrowing Date or date for issuance of such Letter of
Credit (other than the representation and warranty set forth in Section 5.5,
which shall only be made by the Borrower as of the date of this Agreement)
except to the extent any such representation or warranty is stated to relate
solely to an earlier date, in which case such representation or warranty shall
be true and correct on and as of such earlier date;

          (c) after giving effect to such Loan and the other Loans being made as
a part of such Syndicated Advance or the issuance of such Letter of Credit, the
aggregate outstanding principal amount of all Syndicated Advances and
outstanding L/C Obligations and Swing Line Loans does not exceed the Aggregate
Commitment; and

          (d) all legal matters incident to the making of such Syndicated
Advance or the issuance of such Letter of Credit shall be reasonably
satisfactory to the Lenders and their counsel.

Each Borrowing Notice and each Conversion/Continuation Notice with respect to a
Loan or application with respect to a Letter of Credit shall constitute a
representation and warranty by the Borrower that the conditions contained in
Sections 4.2(a), (b) and (c) have been satisfied.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

          In order to induce the Administrative Agent, the Swing Line Lender,
the Issuing Lenders and the Lenders to enter into this Agreement and to make the
Loans and the other financial accommodations to the Borrower and to issue the
Letters of Credit described herein, the Borrower represents and warrants to the
Administrative Agent, the Swing Line Lender, the Issuing Lenders and each Lender
as follows as of the date of this Agreement, the date of the initial extension
of credit hereunder and thereafter on each date as required by Section 4.2 that:

          5.1 Existence and Standing.

          Each of the Borrower and its Subsidiaries (other than Subsidiaries
which in the aggregate own, directly or indirectly, less than ten percent (10%)
of the total consolidated assets of the Borrower and its Subsidiaries) (i) is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, (ii) is duly qualified to do business as a foreign
organization and is in good standing under the laws of each jurisdiction in
which it owns or leases real property or in which the nature of its business
requires it to be so qualified, except those jurisdictions where the failure to
be in good standing or to so qualify is not reasonably likely to have a Material
Adverse Effect, and (iii) has all requisite corporate or other organizational
power and authority to own, lease and operate its property and assets and to
conduct its business as presently conducted and as proposed to be conducted.


                                      -37-

          5.2 Authorization and Validity.

          (a) The Borrower has the requisite corporate or other organizational
power and authority to execute, deliver and perform each of the Loan Documents
which have been or are to be executed by it.

          (b) The execution, delivery and performance, as the case may be, of
each of the Loan Documents executed by the Borrower, and the consummation of the
transactions contemplated thereby, have been duly approved by the board of
directors and, if necessary, the shareholders of the Borrower, and such
approvals have not been rescinded. No other corporate or other organizational
action or proceedings on the part of the Borrower is necessary to consummate
such transactions.

          (c) Each of the Loan Documents to which the Borrower is a party has
been duly executed or delivered, as the case may be, by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms (except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditor's rights generally), is in
full force and effect and no material term or condition thereof has been
amended, modified or waived without the prior written consent of the Required
Lenders (or all of the Lenders if so required under Section 8.2), and the
Borrower has performed and complied with all the terms, provisions, agreements
and conditions set forth therein and required to be performed or complied with
by the Borrower and no unmatured default, default or breach of any covenant by
any such party exists thereunder.

          5.3 No Conflict; Government Consent.

          Neither the execution and delivery by the Borrower of the Loan
Documents, nor the consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Borrower or
the Borrower's articles of incorporation or by-laws (or any comparable
constitutive laws, rules or regulations) or the provisions of any material
indenture, instrument or material agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in the
creation or imposition of any Lien in, of or on the Property of the Borrower or
a Subsidiary pursuant to the terms of any such material indenture, instrument or
agreement. No order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by, any Governmental
Authority is required to authorize, or is required in connection with the
execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Loan Documents, except (i) such as have
been made or obtained as set forth on Schedule 5.3 or (ii) such as set forth on
Schedule 5.3 hereto which have not been obtained or made and which are
immaterial.

          5.4 Financial Statements.

          The January 29, 2005 audited consolidated financial statements of the
Borrower and its Subsidiaries heretofore delivered to the Administrative Agent
and the Lenders were prepared in accordance with GAAP in effect on the date such
statements were prepared and


                                      -38-

fairly present in all material respects the consolidated financial condition and
operations of the Borrower and its Subsidiaries at such date and the
consolidated results of their operations for the period then ended.

          5.5 Material Adverse Change.

          As of the date of this Agreement, since January 29, 2005 with respect
to the Borrower and its Subsidiaries, there has been no material adverse change
in the business, financial condition, operations, performance or Property of the
Borrower and its Subsidiaries on a consolidated basis.

          5.6 Taxes.

          The Borrower and its Subsidiaries have filed all United States federal
tax returns and all other tax returns which are required to be filed and have
paid all taxes due pursuant to said returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries, except such taxes, if any,
as are being contested in good faith, as to which adequate reserves have been
provided in accordance with GAAP and as to which no tax lien has been filed. The
United States income tax returns of the Borrower and its Subsidiaries have been
audited by the Internal Revenue Service, or the Internal Revenue Service has
allowed the Statute of Limitations for audit to expire, for fiscal years ended
January 29, 2000 and prior (provided that the year ending January 29, 2000
remains open only in respect of items from later years carried back to such
year). No tax liens have been filed and remain in effect with respect to the
Borrower and its Subsidiaries. No written claims of taxing authorities are
pending and being made, and no other claims are to the knowledge of the
executive officers of the Borrower pending, against the Borrower or any of its
Subsidiaries, in each case (i) except claims which are being actively contested
by the Borrower or such Subsidiary in good faith and by appropriate proceedings
and with respect to which the Borrower or such Subsidiary has established such
reserves or made other appropriate provisions as shall be required in conformity
with GAAP; and (ii) which could, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The charges, accruals and reserves
on the books of the Borrower and its Subsidiaries in respect of any taxes or
other governmental charges have been established in accordance with GAAP and, to
the knowledge of the executive officers of the Borrower, are adequate.

          5.7 Litigation and Contingent Obligations.

          Except as set forth on Schedule 5.7 hereto, there is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their executive officers, threatened against or
affecting the Borrower or any of its Subsidiaries which could reasonably be
expected to result in a Material Adverse Effect. Other than any liability
incident to such litigation, arbitration or proceedings, the Borrower and its
Subsidiaries have no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

          5.8 Subsidiaries.

          Schedule 5.8 hereto contains an accurate list of all of the presently
existing Subsidiaries of the Borrower, setting forth their respective
jurisdictions of organization and the


                                      -39-

percentage of their respective equity held by the Borrower or other
Subsidiaries. All of the issued and outstanding shares of capital stock of such
Subsidiaries have been duly authorized and issued and are fully paid and
non-assessable.

          5.9 ERISA.

          The Unfunded Liabilities of all Single Employer Plans do not in the
aggregate exceed $40,000,000. Neither the Borrower nor any other member of the
Controlled Group has failed to make any required installment or any other
required payment under Section 412 of the Code on or before the due date for
such installment or other payment with respect to a Single Employer Plan, or has
failed to make a required contribution or payment to a Multiemployer Plan.
Neither the Borrower nor any other member of the Controlled Group has any
potential liability, whether direct or indirect, contingent or otherwise, under
Section 4069, 4204 or 4212(c) of ERISA. Each Plan complies in all material
respects with all applicable requirements of law and regulations and has been
administered in all material respects in accordance with its terms. No
Reportable Event has occurred with respect to any Plan, neither the Borrower nor
any other member of the Controlled Group has withdrawn from any Plan or
initiated steps to do so, no steps have been taken to reorganize or terminate
any Plan, no event has occurred which imposes an obligation on the Borrower or
any member of the Controlled Group under Section 4041 of ERISA to provide
affected parties written notice of intent to terminate a Plan in a distress
termination described in Section 4041(c) of ERISA; no event or condition has
occurred which is reasonably likely to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan, in any such case where such event could reasonably be expected to have a
Material Adverse Effect.

          5.10 Accuracy of Information.

          No written information, certificate, exhibit or report furnished by
the Borrower or any of its Subsidiaries to the Administrative Agent, the Swing
Line Lender, any Issuing Lender or the Lenders (including the Loan Documents and
any representation or warranty therein) contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading in light of the circumstances under
which they were made.

          5.11 Regulations T, U and X.

          Margin stock (as defined in Regulation U) constitutes less than 25% of
those assets of the Borrower and its Subsidiaries which are subject to any
limitation on sale, pledge, or other restriction hereunder. Neither the Borrower
nor any of its Subsidiaries is engaged in the business of purchasing or carrying
margin stock.

          5.12 Material Agreements.

          Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Material Indebtedness.


                                      -40-

          5.13 Compliance With Laws.

          The Borrower and its Subsidiaries have complied with all applicable
statutes, rules, regulations, orders and restrictions of any Governmental
Authority having jurisdiction over the conduct of their respective businesses or
the ownership of their respective Property except where the failure to so comply
could not reasonably be expected to result in a Material Adverse Effect. Except
as set forth in Schedule 5.13 hereto, neither the Borrower nor any Subsidiary
has received any notice to the effect that its operations are not in material
compliance with any Environmental, Health or Safety Requirements of Law or the
subject of any federal or state investigation evaluating whether any remedial
action is needed to respond to a release of any petroleum, toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
could reasonably be expected to have a Material Adverse Effect.

          5.14 Ownership of Property.

          Except as set forth on Schedule 5.14 hereto, on the date of this
Agreement, the Borrower and its Subsidiaries have good title, free of all Liens
other than those permitted by Section 6.15, to all of the Property and assets
reflected in the financial statements referred to in Section 5.4 as owned by it.
The Borrower and each of its Subsidiaries owns (or is licensed to use) all
Intellectual Property which is necessary or appropriate in any material respect
for the conduct of its respective business as conducted on the date of this
Agreement, without any material conflict with the rights of any other Person.
Neither the Borrower nor any Subsidiary is aware of (i) any material existing or
threatened infringement or misappropriation of any of its Intellectual Property
by any third party or (ii) any material third party claim that any aspect of the
business of the Borrower or any Subsidiary (as conducted on the date of this
Agreement) infringes or will infringe upon, any Intellectual Property or other
property right of any other Person, in each case that could reasonably be
expected to have a Material Adverse Effect.

          5.15 Labor Matters.

          There are no labor controversies pending or, to the best of the
Borrower's knowledge, threatened against the Borrower or any Subsidiary, which,
if adversely determined, could reasonably be expected to have a Material Adverse
Effect. The Borrower and each of its Subsidiaries are in substantial compliance
in all material respects with the Fair Labor Standards Act, as amended.

          5.16 Investment Company Act.

          Neither the Borrower nor any Subsidiary thereof is an "investment
company" or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

          5.17 Public Utility Holding Company Act.

          Neither the Borrower nor any Subsidiary is a "holding company" or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.


                                      -41-

          5.18 Insurance.

          The insurance policies and programs in effect with respect to the
Property, liabilities and business of the Borrower and its Subsidiaries are
maintained with financially sound and reputable insurance companies and reflect
coverage that is consistent with sound business practice.

                                   ARTICLE VI
                                    COVENANTS

          6. Covenants. During the term of this Agreement, unless the Required
Lenders shall otherwise consent in writing:

          6.1 Financial Reporting.

          The Borrower will maintain, for itself and its Subsidiaries, a system
of accounting established and administered in accordance with GAAP and, subject
to Section 13.1, will furnish or cause to be furnished to the Administrative
Agent with sufficient copies for each of the Lenders:

          (a) As soon as practicable but in any event within 105 days after the
close of each of its fiscal years, an audit report (which audit report shall be
unqualified or shall be otherwise reasonably acceptable to the Required Lenders;
provided that such report may set forth qualifications to the extent such
qualifications pertain solely to changes in GAAP from those applied during
earlier accounting periods, the implementation of which changes (with the
concurrence of such accountants) is reflected in the financial statements
accompanying such report), certified by independent certified public accountants
who are reasonably acceptable to the Required Lenders, prepared in accordance
with GAAP on a consolidated basis for itself and its Subsidiaries, including
balance sheets as of the end of such period and the related statements of
income, and consolidated stockholder's equity and cash flows, accompanied by a
certificate of said accountants that, in the course of their examination
necessary for their certification of the foregoing, they have obtained no
knowledge of any Default or Unmatured Default, or if, in the opinion of such
accountants, any Default or Unmatured Default shall exist, stating the nature
and status thereof.

          (b) As soon as practicable but in any event within 60 days after the
close of each of the first three quarterly periods of each of its fiscal years,
for itself and its Subsidiaries on a consolidated basis, balance sheets as of
the end of such period and the related statements of income, and consolidated
stockholder's equity and cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all certified by its Chief Financial
Officer, Controller or Treasurer as to fairness of presentation and prepared,
with respect to such consolidated statements, in accordance with GAAP (subject
to normal year end adjustments).

          (c) Together with the financial statements required hereunder, a
compliance certificate in substantially the form of Exhibit C hereto signed by
its Chief Financial Officer, Controller or Treasurer showing the calculations
necessary to determine compliance with Section 6.16 as of the last day of the
fiscal period covered by such financial statements, and stating that


                                      -42-

no Default or Unmatured Default exists, or if any Default or Unmatured Default
exists, stating the nature and status thereof and the Borrower's plans with
respect thereto.

          (d) As soon as possible and in any event within 10 days after an
executive officer of the Borrower knows that any Reportable Event or any other
event described in Section 5.9 has occurred with respect to any Plan, a
statement, signed by the Chief Financial Officer or Treasurer of the Borrower,
describing said Reportable Event or other event and the action which the
Borrower proposes to take with respect thereto.

          (e) As soon as possible and in any event within 10 days after receipt
by the Borrower or any Subsidiary, a copy of (a) any notice or claim to the
effect that the Borrower or any of its Subsidiaries is or may be liable to any
Person as a result of the release by the Borrower, any of its Subsidiaries, or
any other Person of any petroleum, toxic or hazardous waste or substance into
the environment, and (b) any notice alleging any violation of any Environmental,
Health or Safety Requirements of Law by the Borrower or any of its Subsidiaries,
which, in either case, could reasonably be expected to have a Material Adverse
Effect or subject the Borrower and its Subsidiaries to liability, individually
or in the aggregate, in excess of $30,000,000 (in each case, determined after
giving effect to claims which the Borrower has demonstrated to the reasonable
satisfaction of the Administrative Agent are covered by applicable third-party
insurance policies (other than retro-premium insurance or other policies with
similar self-insurance attributes) of the Borrower or any of its Subsidiaries
unless the insurers of such claims have disclaimed coverage or reserved the
right to disclaim coverage).

          (f) Promptly upon the furnishing thereof to the shareholders of the
Borrower, copies of all financial statements, reports and proxy statements so
furnished.

          (g) Promptly upon the filing thereof, copies of all final registration
statements, proxy statements and annual, quarterly, monthly or other reports
which the Borrower or any of its Subsidiaries files with the Securities and
Exchange Commission (provided the Borrower shall not be obligated to provide
copies of routine reports which are required to be filed concerning the
management of employee benefit plans, including, without limitation, stock
purchases or the exercise of stock options made under any such employee benefit
plan).

          (h) Except to the extent that such items are redundant with reports or
information otherwise provided pursuant to this Section 6.1, promptly upon the
furnishing thereof to the holders thereof, copies of all financial statements
and reports furnished to the holders of (or trustee or other representative for
the holders of) any Indebtedness for money borrowed of the Borrower or its
Subsidiaries.

          (i) Such other information (including non-financial information) as
any Lender through the Administrative Agent may from time to time reasonably
request.

          6.2 Use of Proceeds.

          The Borrower will, and will cause each of its Subsidiaries to, use the
proceeds of the Syndicated Advances and the Swing Line Loans to repay
outstanding loans and advances made under the Existing Credit Agreements, to
repay Syndicated Advances hereunder and "Advances" under (and as defined in) the
4-Year Revolving Credit Agreement, Reimbursement


                                      -43-

Obligations and the Swing Line Loans or for general corporate or working capital
purposes (including, without limitation, capital expenditures, purchases by the
Borrower of its capital stock, Acquisitions permitted under Section 6.18 and
support of commercial paper). The Borrower will not, nor will it permit any
Subsidiary, to use proceeds of the Syndicated Advances and the Swing Line Loans
other than as contemplated in this Section 6.2.

          6.3 Other Notices.

          Promptly after the Borrower or relevant subsidiary becomes aware of
such occurrence, the Borrower will, and will cause each of its Subsidiaries to,
give notice in writing to the Lenders of the occurrence of: (a) any Default or
Unmatured Default; and (b) any other development, financial or otherwise, which
could reasonably be expected to have a Material Adverse Effect; provided, no
separate notice of the occurrence of any such development under this clause (b)
needs to be given to the extent such item has been disclosed in the Borrower's
annual, quarterly or other reports (i.e., 10-K, 10-Q or 8-K) filed with the
Securities and Exchange Commission and delivered pursuant to Section 6.1(g) or
in a press release issued by the Borrower or one of its Subsidiaries. Any such
notice shall state the nature and status of the occurrence and any and all
actions taken with respect thereto.

          6.4 Conduct of Business.

          The Borrower will, and will cause each of its Subsidiaries to, carry
on and conduct its business in substantially the same manner and in
substantially the same or complementary fields of enterprise as it is presently
conducted and to do all things necessary to remain duly organized, validly
existing and in good standing as a domestic organization in its jurisdiction of
organization and maintain all requisite authority to conduct its business in
each jurisdiction in which its business is conducted except for transactions
permitted under Sections 6.10, 6.11, 6.13, or 6.18 or where the failure to
maintain such authority could not reasonably be expected to have a Material
Adverse Effect.

          6.5 Taxes.

          The Borrower will, and will cause each of its Subsidiaries to, pay
when due all material taxes, assessments and governmental charges and levies
upon it or its income, profits or Property, except those which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves have been set aside in accordance with GAAP and in connection
with which no tax Lien has been filed.

          6.6 Insurance.

          The Borrower will, and will cause each of its Subsidiaries to,
maintain with financially sound and reputable insurance companies insurance with
respect to all their Property, liabilities and business in such amounts and
covering such risks as is consistent with sound business practice, and the
Borrower will furnish to the Administrative Agent upon request of any Lender
full information as to the insurance carried.


                                      -44-

          6.7 Compliance with Laws.

          The Borrower will, and will cause each of its Subsidiaries to, comply
in all material respects with all laws (including, without limitation, all
environmental laws), rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject, except where the failure to so
comply could not reasonably be expected to have a Material Adverse Effect.

          6.8 Maintenance of Properties.

          The Borrower will, and will cause each of its Subsidiaries to, do all
things necessary to maintain, preserve, protect and keep its material Property
in good repair, working order and condition, ordinary wear and tear excepted,
and make all necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times. The Borrower will, and will cause each Subsidiary to, do all things
necessary to maintain, preserve and protect all of its material Intellectual
Property including, without limitation, perform each of its respective
obligations under any and all license agreements and other contracts and
agreements evidencing or relating to Intellectual Property, using the same in
interstate or foreign commerce, properly marking such Intellectual Property and
maintaining all necessary and appropriate governmental registrations (both
domestic and foreign) except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

          6.9 Inspection.

          The Borrower will, and will cause each of its Subsidiaries to, permit
the Administrative Agent and any or each Lender, by its respective
representatives and agents, to inspect any of the Property, corporate books and
financial records of the Borrower and each of its Subsidiaries, to examine and
make copies of the books of accounts and other financial records of the Borrower
and each of its Subsidiaries, and to discuss the affairs, finances and accounts
of the Borrower and each of its Subsidiaries with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as the
Administrative Agent or such Lender may designate. Prior to the occurrence of a
Default or Unmatured Default, the Lenders will use reasonable efforts to
coordinate their inspection through the Administrative Agent so as to minimize
any disruption to the business of the Borrower and its Subsidiaries.

          6.10 Merger.

          The Borrower will not, nor will it permit any of its Subsidiaries to,
merge, amalgamate or consolidate with or into any other Person, except that a
Wholly-Owned Subsidiary may merge with the Borrower or a Wholly-Owned Subsidiary
of the Borrower, subject to the further condition that if the Borrower is a
party to any such permitted merger, the Borrower shall be the surviving
corporation. Nothing herein shall prohibit a transaction otherwise in compliance
with Section 6.11, 6.13, or 6.18.


                                      -45-

          6.11 Sale of Assets.

          Except as disclosed in Schedule 6.11, the Borrower will not, nor will
it permit any of its Subsidiaries to, lease, sell or otherwise dispose of its
Property, to any other Person except for:

          (a) Sales of inventory in the ordinary course of business (which in
the business of the Borrower and its Subsidiaries may include sales of larger
quantities of inventory other than to consumers, provided such sales are
consistent with the Borrower's and its Subsidiaries' past practices and which
are not extraordinary transactions under GAAP);

          (b) The sale, discount, or transfer of delinquent accounts receivable
in the ordinary course of business for purposes of collection only;

          (c) Occasional sales, leases or other dispositions of immaterial
assets for cash consideration and for not less than fair market value;

          (d) Sales, leases or other dispositions of assets that are obsolete or
have negligible fair market value;

          (e) Sales of equipment for cash consideration and for fair market
value (but if replacement equipment is necessary for the proper operation of the
business of the seller, the seller must promptly replace the sold equipment);

          (f) Leases, sales or other dispositions of its Property to the
Borrower or a Wholly-Owned Subsidiary of the Borrower;

          (g) Other leases, sales or other dispositions of its Property subject
to the requirement that the net proceeds of each such lease, sale or other
disposition of Property are reinvested in the business of the Borrower and the
Subsidiaries as conducted in accordance with the requirements of Section 6.4 or
are used for other general corporate purposes; and

          (h) Sales of assets in the ordinary course of business and consistent
with past practices for not less than fair market value, including store
closings.

Notwithstanding anything herein to the contrary, the aggregate amount of
Property of the Borrower and its Subsidiaries leased, sold or disposed of
pursuant to clauses (g) and (h) (excluding any equipment which has been promptly
replaced) during the twelve-month period ending with the month in which any such
lease, sale or other disposition occurs shall not: (1) in any single transaction
or series of related transactions constitute a Substantial Portion of the
Property of the Borrower and its Subsidiaries under clause (b) of the definition
of Substantial Portion or (2) in the aggregate constitute a Substantial Portion
of the Property of the Borrower and its Subsidiaries under clause (a) of the
definition of Substantial Portion.

          6.12 Affiliates.

          Except in connection with transactions otherwise permitted pursuant to
the terms of this Article VI, the Borrower will not, nor will it permit any of
its Subsidiaries to, enter into


                                      -46-

any transaction (including, without limitation, the purchase or sale of any
Property or service) with, or make any payment or transfer to, any Affiliate
except in the ordinary course of business and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than the
Borrower or such Subsidiary would obtain in a comparable arm's-length
transaction; provided, however, that these provisions shall not be applicable
with respect to transactions among the Borrower and its Subsidiaries which are
in the ordinary course of business and consistent with past practice.

          6.13 Investments.

          The Borrower will not, nor will it permit any of its Subsidiaries to,
make or suffer to exist any Investments, or commitments therefor, except:

          (a) Investments by the Borrower or any of its Subsidiaries in and to
any domestic Subsidiary;

          (b) Investments by the Borrower or any of its Subsidiaries in and to
any foreign Subsidiary in an aggregate amount at any time not to exceed 20% of
Consolidated Total Assets;

          (c) Investments in existence as of the close of business on the date
hereof and which are described in Schedule 6.13 hereto;

          (d) Subject to the proviso set forth below, investments made in
connection with Acquisitions permitted under Section 6.18;

          (e) Investments consisting of cash and cash equivalents;

          (f) Subject to the proviso set forth below, other Investments in any
other Persons in an aggregate amount at any time not to exceed 10% of
Consolidated Net Worth;

          (g) Investments owned by the Borrower in connection with the
Borrower's Executive Savings Plan; and

          (h) Loans, capital contributions and other Investments made by any
Subsidiary in the Borrower;

provided, however, not withstanding anything in this Section 6.13 or Section
6.18 to the contrary, the aggregate amount of Investments made in connection
with Acquisitions made pursuant to clause (b) of Section 6.18 and pursuant to
clause (f) above shall not exceed 10% of Consolidated Net Worth.

          6.14 Contingent Obligations.

          The Borrower will not, nor will it permit any of its Subsidiaries to,
make or suffer to exist any Contingent Obligation, except:


                                      -47-

          (a) by endorsement of instruments for deposit or collection in the
ordinary course of business;

          (b) Contingent Obligations of the Borrower and any of its Subsidiaries
existing as of the close of business on the date hereof which are described on
Schedule 6.14;

          (c) Contingent Obligations of the Borrower in respect of the
obligations of any domestic Subsidiary;

          (d) Reimbursement Obligations in connection with Letters of Credit;

          (e) Reimbursement Obligations in connection with letters of credit not
issued by the Issuing Lenders (provided the issuance thereof is not violative of
any other provision of this Article VI);

          (f) Contingent Obligations consisting of the Borrower's guaranty of
reimbursement obligations of any Subsidiary in connection with letters of credit
not issued by the Issuing Lenders (provided the issuance thereof is not
violative of any other provision of this Article VI);

          (g) Contingent Obligations of any Subsidiary to the extent such
Contingent Obligations constitute Indebtedness permitted under this Article VI;

          (h) Contingent Obligations of the Borrower to the extent such
Contingent Obligations (or the Indebtedness underlying such Contingent
Obligations) are included in the calculation of Funded Debt; and

          (i) Contingent Obligations in an additional aggregate amount not to
exceed $100,000,000 at any one time outstanding.

          6.15 Liens.

          (a) The Borrower will not, nor will it permit any of its Subsidiaries
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or such Subsidiary, as applicable, except:

                    (i) Liens for taxes, assessments or governmental charges or
     levies on its Property if the same shall not at the time be delinquent or
     thereafter can be paid without penalty, or are being contested in good
     faith and by appropriate proceedings and for which adequate reserves in
     accordance with GAAP shall have been set aside on its books;

                    (ii) Liens imposed by law, such as carriers', warehousemen's
     and mechanics' liens and other similar liens arising in the ordinary course
     of business which secure payment of obligations not more than 60 days past
     due or which are being contested in good faith by appropriate proceedings
     and for which adequate reserves in accordance with GAAP shall have been set
     aside on its books;


                                      -48-

                    (iii) Liens arising out of pledges or deposits under
     worker's compensation laws, unemployment insurance, old age pensions, or
     other social security or retirement benefits, or similar legislation;

                    (iv) utility easements, building restrictions and such other
     encumbrances or charges against real property as are of a nature generally
     existing with respect to properties of a similar character and which do not
     in any material way affect the same or interfere with the use thereof in
     the business of the Borrower or any Subsidiary of the Borrower;

                    (v) Liens existing as of the close of business on the date
     hereof and which are described in Schedule 5.14;

                    (vi) Liens created or incurred after the date hereof, given
     to secure the Indebtedness incurred or assumed in connection with the
     acquisition or construction of property or assets useful and intended to be
     used in carrying on the business of the Borrower or any Subsidiary of the
     Borrower, including Liens existing on such property or assets at the time
     of acquisition or construction thereof or at the time of acquisition or
     construction by the Borrower or such Subsidiary, as applicable, of an
     interest in any business entity then owning such property or assets,
     whether or not such existing Liens were given to secure the consideration
     for the property or assets to which they attach, subject to the requirement
     that the Lien shall attach solely to the assets acquired or purchased;

                    (vii) secured or unsecured purchase money Indebtedness
     (including Capitalized Leases) incurred in the ordinary course of business
     to finance the acquisition of fixed assets or equipment used in the
     business of such Subsidiary if such Indebtedness does not exceed the lower
     of the fair market value or the cost of the applicable fixed assets or
     equipment on the date acquired;

                    (viii)Liens on real property with respect to Indebtedness
     the proceeds of which are used (a) for the construction or improvement of
     the real property securing such Indebtedness or (b) to finance the cost of
     construction or improvement of such real property, provided such financing
     occurs within one hundred eighty (180) days of receipt of the certificate
     of occupancy with respect to such construction or improvement (other than
     with respect to a refinancing under clause (x) below);

                    (ix) other Liens (a) securing Indebtedness or other
     obligations not exceeding $75,000,000 at any one time outstanding or (b) on
     property having in the aggregate a fair market value at the time of
     incurrence of the Lien not exceeding $75,000,000 at any one time
     outstanding;

                    (x) any extension, renewal or replacement of any Lien
     permitted by the preceding clauses (vi), (vii), (viii) or (ix) hereof in
     respect of the same property or assets theretofore subject to such Lien in
     connection with the extension, renewal or refunding of the Indebtedness
     secured thereby; provided that (x) such Lien shall attach solely to the
     same property or assets, and (y) such extension, renewal or refunding of
     such


                                      -49-

     Indebtedness shall be without increase in the principal remaining unpaid as
     of the date of such extension, renewal or refunding; and

                    (xi) Liens on the shares of capital stock of the Borrower's
     foreign Subsidiaries securing Indebtedness in an amount which shall not
     exceed twenty-five percent (25%) of the assets of all foreign Subsidiaries.

          6.16 Maximum Leverage Ratio.

          The Borrower shall not permit its Leverage Ratio to be greater than
2.75 to 1.00 as at the end of each fiscal quarter.

          6.17 Intentionally Deleted.

          6.18 Acquisitions.

          The Borrower will not, nor will it permit any of its Subsidiaries to,
make any Acquisition other than (a) a Permitted Acquisition; and (b) other
Acquisitions (i) made at a time when no Default or Unmatured Default exists;
(ii) consummated on a non-hostile basis approved by a majority of the board of
directors or other governing body of the Person being acquired, (iii) the
aggregate consideration for which, individually or when aggregated with the
aggregate consideration for other Acquisitions made under this clause (b) does
not exceed 10% of Consolidated Net Worth, and (iv) the aggregate consideration
for all such Acquisitions plus the aggregate amount of Investments made pursuant
to Section 6.13(f) does not exceed 10% of Consolidated Net Worth.

          6.19 Rate Hedging Obligations.

          The Borrower shall not, and shall not permit any of its Subsidiaries
to, enter into any Hedging Agreements, other than Hedging Agreements entered
into in the ordinary course of business to hedge or mitigate risks to which the
Borrower or such Subsidiary is exposed in the conduct of its business or the
management of its assets and liabilities.

          6.20 Subsidiary Indebtedness.

          The Borrower will not permit any Subsidiary to create, incur, assume
or suffer to exist any Indebtedness, except:

          (a) Indebtedness existing on the date hereof or proposed to be
incurred, each as described in Schedule 6.20 hereto;

          (b) Indebtedness of any Subsidiary to third parties (for the avoidance
of doubt, such Indebtedness shall include Indebtedness of Subsidiaries to third
parties set forth on Schedule 6.20 hereof but shall exclude any intercompany
Indebtedness of Subsidiaries), which Indebtedness for all such Subsidiaries does
not exceed 25% of Consolidated Net Worth; and

          (c) Indebtedness of any Subsidiary to the Borrower or to any other
Subsidiary.


                                      -50-

          6.21 Subordination of Intercompany Indebtedness.

          The Borrower will not and will not permit any of its domestic
Subsidiaries to create, incur, assume or suffer to exist any intercompany
Indebtedness where the obligor on such Indebtedness is the Borrower, unless such
indebtedness is subordinated to the Obligations hereunder on the terms described
in Schedule 6.21.

                                  ARTICLE VII
                                    DEFAULTS

          7. Defaults. The occurrence of any one or more of the following events
shall constitute a Default:

          7.1 Breach of Representation or Warranty.

          Any representation or warranty made or deemed made by or on behalf of
the Borrower or any of its Subsidiaries to the Lenders, the Swing Line Lender,
the Issuing Lenders or the Administrative Agent under or in connection with this
Agreement, any Loan, any Letter of Credit or any certificate or information
delivered in connection with this Agreement or any other Loan Document shall be
materially false on the date as of which made or deemed made.

          7.2 Payment Default.

          Nonpayment of (i) principal of any Loan, Note or L/C Obligations when
due, or (ii) interest upon any Loan or Note or of any fee or other obligations
under any of the Loan Documents within five Business Days after such interest,
fee or other obligation becomes due.

          7.3 Breach of Certain Covenants.

          The breach by the Borrower of (a) any of the terms or provisions of
Sections 6.2 and 6.4, clause (a) of Section 6.3, any of Sections 6.10 through
6.15, Sections 6.18 and 6.19 or (b) any of the terms of Section 6.16 and such
breach under this clause (b) continues for 10 days after the first to occur of
(i) the date an executive officer of the Borrower first knows of or should have
known of such breach or (ii) the date the Borrower receives written notice from
any Lender (acting through the Administrative Agent) of such breach.

          7.4 Breach of Other Provisions.

          The breach by the Borrower (other than a breach which constitutes a
Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this
Agreement, and such breach continues for 30 days after the first to occur of (i)
the date an executive officer of the Borrower first knows of or should have
known of such breach or (ii) the date the Borrower receives written notice from
any Lender (acting through the Administrative Agent) of such breach.


                                      -51-

          7.5 Default on Material Indebtedness.

          Failure of the Borrower or any of its Subsidiaries to make a payment
on any Indebtedness under the 4-Year Revolving Credit Agreement; or the failure
of the Borrower or any of its Subsidiaries to make a payment on Material
Indebtedness when due (after giving effect to any applicable grace period); or
the default by the Borrower or any of its Subsidiaries in the performance of any
term, provision or condition contained in the 4-Year Revolving Credit Agreement
or the default by the Borrower or any of its Subsidiaries in the performance of
any term, provision or condition contained in any agreement or agreements under
which Material Indebtedness was created or is governed (and any applicable grace
period(s) shall have expired), or any other event shall occur or condition
exist, the effect of which is to cause, or to permit the holder or holders of
such Indebtedness under the 4-Year Revolving Credit Agreement or such Material
Indebtedness to cause, such Indebtedness or Material Indebtedness to become due
prior to its stated maturity; or any of the Indebtedness under the 4-Year
Revolving Credit Agreement or Material Indebtedness of the Borrower or any of
its Subsidiaries shall be declared to be due and payable or required to be
prepaid (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or
shall admit in writing its inability to pay, its debts generally as they become
due.

          7.6 Voluntary Insolvency Proceedings.

          The Borrower or any of its Subsidiaries shall (a) have an order for
relief entered with respect to it under the United States bankruptcy laws as now
or hereafter in effect or cause or allow any similar event to occur under any
bankruptcy or similar law or laws for the relief of debtors as now or hereafter
in effect in any other jurisdiction, (b) make an assignment for the benefit of
creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of
a receiver, custodian, trustee, examiner, liquidator, monitor or similar
official for it or any Substantial Portion of its Property, (d) institute any
proceeding seeking an order for relief under the United States bankruptcy laws
as now or hereafter in effect or seeking to adjudicate it a bankrupt or
insolvent, or seeking dissolution, winding up, liquidation, reorganization,
arrangement, adjustment or composition of it or any of its property or its debts
under any law relating to bankruptcy, insolvency or reorganization or compromise
of debt or relief of debtors as now or hereafter in effect in any jurisdiction,
or any organization, arrangement or compromise of debt under the laws of its
jurisdiction of organization or fail to promptly file an answer or other
pleading denying the material allegations of any such proceeding filed against
it, (e) take any corporate or other organizational action to authorize or effect
any of the foregoing actions set forth in this Section 7.6 or (f) fail to
contest in good faith, or consent to or acquiesce in, any appointment or
proceeding described in Section 7.7.

          7.7 Involuntary Insolvency Proceedings.

          Without the application, approval or consent of the Borrower or any of
its Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or
similar official shall be appointed (either privately or by a court) for the
Borrower or any of its Subsidiaries or any Substantial Portion of its Property,
or a proceeding described in Section 7.6(d) shall be instituted against the
Borrower or any of its Subsidiaries and such appointment continues undischarged
or such proceeding continues undismissed or unstayed for a period of 60
consecutive days.


                                      -52-

          7.8 Condemnation.

          Any court, government or governmental agency shall condemn, seize or
otherwise appropriate, or take custody or control of (each a "Condemnation"),
all or any portion of the Property of the Borrower and its Subsidiaries which,
when taken together with all other Property of the Borrower and its Subsidiaries
so condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such Condemnation occurs,
constitutes a Substantial Portion of the consolidated Property of the Borrower
and its Subsidiaries.

          7.9 Judgments.

          The Borrower or any of its Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge any one or more judgments or orders for the
payment of money in excess of $30,000,000 in the aggregate (determined after
giving effect to claims which the Borrower has demonstrated to the reasonable
satisfaction of the Administrative Agent are covered by applicable third-party
insurance policies (other than retro-premium insurance or other policies with
similar self-insurance attributes) of the Borrower or any of its Subsidiaries
unless the insurers of such claims have disclaimed coverage or reserved the
right to disclaim coverage), which judgments are not stayed on appeal with
adequate reserves set aside on its books in accordance with GAAP of the Borrower
or any of its Subsidiaries.

          7.10 ERISA Matters.

          Any Reportable Event, in connection with any Plan shall occur, which
may reasonably be expected to subject the Borrower and its Subsidiaries to
liability, individually or in the aggregate, in excess of $30,000,000.

          7.11 Environmental Matters.

          The Borrower or any of its Subsidiaries shall be the subject of any
proceeding or investigation pertaining to the release by the Borrower or any of
its Subsidiaries or any other Person of any petroleum, toxic or hazardous waste
or substance into the environment, or any violation of any Environmental, Health
or Safety Requirements of Law which, in either case, could reasonably be
expected to have a Material Adverse Effect or subject the Borrower and its
Subsidiaries to liability, individually or in the aggregate, in excess of
$30,000,000 (in each case, determined after giving effect to claims which the
Borrower has demonstrated to the reasonable satisfaction of the Administrative
Agent are covered by applicable third-party insurance policies (other than
retro-premium insurance or other policies with similar self-insurance
attributes) of the Borrower or any of its Subsidiaries unless the insurers of
such claims have disclaimed coverage or reserved the right to disclaim
coverage).

          7.12 Change of Control.

          Any Change in Control shall occur.


                                      -53-

          7.13 Loan Document Defaults.

          Any Loan Document shall fail to remain in full force or effect or any
party thereto shall so assert; or any action shall be taken to discontinue,
revoke or to assert the invalidity or unenforceability of any Loan Document.

          7.14 Off-Balance Sheet Liabilities.

          Other than at the request of an Affiliate of the Borrower party
thereto (as permitted thereunder), an event shall occur which (i) permits the
investors in respect of Off-Balance Sheet Liabilities of the Borrower or any of
its Subsidiaries in an amount, individually or in the aggregate, in excess of
$30,000,000, to require amortization or liquidation of such Off-Balance Sheet
Liabilities and (x) such event is not remedied within ten (10) days after the
occurrence thereof or (y) such investors shall require amortization or
liquidation of such Off-Balance Sheet Liabilities as a result of such event, or
(ii) results in the termination or reinvestment of collections or proceeds of
accounts or note receivables, as applicable, under the documents and other
agreements evidencing such Off-Balance Sheet Liabilities.

                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

          8.1 Acceleration.

          If any Default described in Section 7.6 or 7.7 occurs, the obligations
of the Lenders to make Loans and the obligation of the Issuing Lenders to issue
Letters of Credit hereunder shall automatically terminate and the Obligations
shall immediately become due and payable without any election or action on the
part of the Administrative Agent or any Lender, and without presentment, demand,
protest or notice of any kind, all of which the Borrower hereby expressly
waives. If any other Default occurs and is continuing (which Default has not
been waived under the terms of Section 8.2) the Required Lenders may (a)
terminate or suspend the obligations of the Lenders to make Loans whereupon the
obligation of the Issuing Lenders to issue Letters of Credit hereunder shall
also terminate or be suspended, or (b) declare the Obligations to be due and
payable, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the
Borrower hereby expressly waives, or (c) take the action described in both the
preceding clause (a) and the preceding clause (b).

          If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7) and before any judgment or decree for the payment of the
Obligations due shall have been obtained or entered, the Required Lenders (in
their sole discretion) shall so direct, the Administrative Agent shall, by
notice to the Borrower, rescind and annul such acceleration and/or termination.

          8.2 Amendments.

          Subject to the provisions of this Article VIII, the Required Lenders
(or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrower


                                      -54-

may enter into agreements supplemental hereto for the purpose of adding or
modifying any provisions to the Loan Documents or changing in any manner the
rights of the Lenders or the Borrower hereunder or waiving any Default or
Unmatured Default hereunder; provided, however, that no such supplemental
agreement shall, without the consent of each Lender affected thereby:

          (a) extend the maturity of any Loan, Note or Reimbursement Obligation
or forgive all or any portion of the principal amount thereof, any interest
thereon or any fees or other amounts payable hereunder, or reduce the rate or
extend the time of payment of interest, fees or other amounts payable hereunder;

          (b) reduce the percentage specified in the definition of Required
Lenders;

          (c) except as provided in Section 2.11(d), increase the amount of the
Commitment of any Lender hereunder, or permit the Borrower to assign its rights
or obligations under this Agreement; or

          (d) amend this Section 8.2 or amend or waive any other provision of
this Agreement or any other Loan Document that specifies the number or
percentage of Lenders required to amend or waive any rights or make any
determination or grant any consent.

No amendment of any provision of this Agreement relating in any way to the
Administrative Agent or any or all of the Letters of Credit shall be effective
without the written consent of the Administrative Agent and each Issuing Lender.
No amendment of any provision of this Agreement which subjects any Designated
Lender to any additional obligation hereunder shall be effective with respect to
such Designated Lender without the written consent of such Designated Lender or
its Designating Lender. No amendment of any provision of this Agreement relating
to Swing Line Loans shall be effective without the written consent of the Swing
Line Lender. The Administrative Agent may waive payment of the fee required
under Section 12.3.2 without obtaining the consent of any other party to this
Agreement.

          8.3 Preservation of Rights.

          No delay or omission of the Lenders or any of them or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan notwithstanding the existence of a Default or
the inability of the Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence. Any single or partial exercise
of any such right shall not preclude any other or further exercise thereof or
the exercise of any other right, and no waiver, amendment or other variation of
the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by (or with the consent of) the Lenders required
pursuant to Section 8.2, and then only to the extent specifically set forth in
such writing. All remedies contained in the Loan Documents or afforded by law
shall be cumulative and all shall be available to the Administrative Agent and
the Lenders until the Obligations have been paid in full.


                                      -55-

                                   ARTICLE IX
                               GENERAL PROVISIONS

          9.1 Survival of Representations.

          All representations and warranties of the Borrower contained in this
Agreement shall survive delivery hereof (including any Notes) and the making of
the Loans herein contemplated.

          9.2 Governmental Regulation.

          Anything contained in this Agreement to the contrary notwithstanding,
no Lender shall be obligated to extend credit to the Borrower in violation of
any limitation or prohibition provided by any applicable statute or regulation.

          9.3 Taxes; Stamp Duties.

          Any taxes (excluding taxes (including net income taxes, franchise
taxes and branch profit taxes) as are imposed on or measured by such Lender's,
Swing Line Lender's or Issuing Lender's, as the case may be, net income by the
United States of America or any Governmental Authority of the jurisdiction under
the laws of which such Lender, Swing Line Lender or Issuing Lender, as the case
may be, is organized or maintains its Lending Installation) or other similar
assessments or charges made by any Governmental Authority or revenue authority
in respect of the Loan Documents shall be paid by the Borrower, together with
interest and penalties, if any, as provided in Section 3.1. The Borrower shall
pay and forthwith on demand indemnify each of the Administrative Agent, each
Issuing Lender, the Swing Line Lender and each Lender against any liability it
incurs in respect of any stamp, registration and similar tax which is or becomes
payable in connection with the entry into, performance or enforcement of any
Loan Document. To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Loans or Letters of Credit to
reduce any liability of the Borrower to such Lender under this Section 9.3, so
long as such designation is not disadvantageous to such Lender in its reasonable
determination. If any Lender has demanded compensation under this Section 9.3,
the Borrower may elect to require the applicable Lender to assign its
outstanding Syndicated Loans, L/C Interests and Commitment hereunder to another
financial institution designated by the Borrower and reasonably acceptable to
the Administrative Agent. The obligation of a Lender to assign its rights and
obligations hereunder as contemplated by this Section 9.3 is subject to the
requirements that (x) all amounts owing to that Lender under the Loan Documents
are paid in full upon the completion of such assignment and (y) any assignment
is effected in accordance with the terms of Section 12.3 and on terms otherwise
satisfactory to that Lender (it being understood that the Borrower or the
replacement Lender shall pay the processing fee payable to the Administrative
Agent pursuant to Section 12.3.2 in connection with any such assignment).

          9.4 Headings.

          Section headings in the Loan Documents are for convenience of
reference only and shall not govern the interpretation of any of the provisions
of the Loan Documents.


                                      -56-

          9.5 Entire Agreement.

          The Loan Documents embody the entire agreement and understanding among
the Borrower, the Administrative Agent and the Lenders and supersede all prior
agreements and understandings among the Borrower, the Administrative Agent and
the Lenders relating to the subject matter thereof.

          9.6 Several Obligations; Benefits of this Agreement.

          The respective obligations of the Lenders hereunder are several and
not joint and no Lender shall be the partner or agent of any other (except to
the extent to which the Administrative Agent is authorized to act as such). The
failure of any Lender to perform any of its obligations hereunder shall not
relieve any other Lender from any of its obligations hereunder. This Agreement
shall not be construed so as to confer any right or benefit upon any Person
other than the parties (and their directors, officers and employees with respect
to Section 9.7 to this Agreement) and their respective successors and assigns.

          9.7 Expenses; Indemnification.

          (a) The Borrower shall reimburse the Administrative Agent for any
reasonable costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' fees and time charges of attorneys for the Administrative
Agent and the Arrangers; which attorneys may be employees of the Administrative
Agent and the Arrangers or of one outside counsel, but not both) paid or
incurred by the Administrative Agent or the Arrangers in connection with the
preparation, negotiation, execution, delivery, syndication, review, amendment,
modification, and administration of the Loan Documents. The Borrower also agrees
to reimburse the Administrative Agent, the Arrangers, the Issuing Lenders, the
Swing Line Lender and the Lenders for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
not more than three firms of attorneys for the Administrative Agent, the
Arrangers and the Lenders, which attorneys may be employees of such persons)
paid or incurred by the Administrative Agent, the Arrangers or any Lender in
connection with the restructuring, workout, collection and/or enforcement of the
Loan Documents.

          (b) The Borrower further agrees to defend, protect, indemnify, and
hold harmless the Administrative Agent, the Swing Line Lender, and each and all
of the Issuing Lenders, the Lenders and the Arrangers and each of their
respective Affiliates, and each of such Person's respective officers, directors,
employees, partners, managers, shareholders, attorneys and agents (collectively,
the "Indemnitees") from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs and
expenses of any kind or nature whatsoever (including, without limitation, the
reasonable fees and disbursements of attorneys and paralegals for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by or asserted against such Indemnitees in any
manner relating to or arising out of:


                                      -57-

                    (i) this Agreement, the other Loan Documents or any act,
     event or transaction related or attendant thereto or to the making of the
     Loans, and the issuance or modification of and participation in Letters of
     Credit hereunder, the management of such Loans or Letters of Credit, the
     use or intended use of the proceeds of the Loans or Letters of Credit
     hereunder, or any of the other transactions contemplated by the Loan
     Documents; or

                    (ii) any liabilities, obligations, responsibilities, losses,
     damages, personal injury, death, punitive damages, economic damages,
     consequential damages, treble damages, intentional, willful or wanton
     injury, damage or threat to the environment, natural resources or public
     health or welfare, costs and expenses (including, without limitation,
     attorney, expert and consulting fees and costs of investigation,
     feasibility or remedial action studies), fines, penalties and monetary
     sanctions and interest, direct or indirect, known or unknown, absolute or
     contingent, past, present or future relating to violation of any
     Environmental, Health or Safety Requirements of Law arising from or in
     connection with the past, present or future operations of the Borrower, its
     Subsidiaries or any of their respective predecessors in interest, or, the
     past, present or future environmental, health or safety condition of any
     respective Property of the Borrower or its Subsidiaries, the presence of
     asbestos-containing materials at any respective property of the Borrower or
     its Subsidiaries or the release or threatened release of any petroleum,
     toxic or hazardous waste or substance into the environment (collectively,
     the "Indemnified Matters");

provided, however, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused solely by or resulting
solely from the willful misconduct or Gross Negligence of such Indemnitee as
determined by the final non-appealable judgment of a court of competent
jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth
in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrower shall contribute the maximum portion which it
is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

          (c) The Borrower further agrees to assert no claim against any of the
Indemnitees on any theory of liability for consequential, special, indirect,
exemplary or punitive damages. No settlement shall be entered into by the
Borrower or any of its Subsidiaries with respect to any claim, litigation,
arbitration or other proceeding relating to or arising out of the transaction
evidenced by this Agreement or the other Loan Documents (whether or not the
Administrative Agent or any Lender or any other Indemnitee is a party thereto)
unless such settlement releases all Indemnitees from any and all liability with
respect thereto. After submission of a written request to an Indemnitee from the
Borrower detailing the nature of any claim, litigation, arbitration or other
proceeding which relates to or arises out of the transaction evidenced by this
Agreement or the other Loan Documents, such Indemnitee shall inform the Borrower
as to whether it will require compliance with the provisions of this clause (c)
or whether it will waive such compliance, any waiver of which shall be
applicable only for such Indemnitee.

          (d) The obligations of the Borrower under this Section shall survive
the termination of this Agreement.


                                      -58-

          9.8 Numbers of Documents.

          Subject to Section 13.1 hereof, all statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent, if it deems
appropriate, may furnish one to each of the Lenders.

          9.9 Accounting.

          Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be
made in accordance with GAAP. If any changes in GAAP are hereafter required or
permitted and are adopted by the Borrower or any of its Subsidiaries with the
agreement of its independent certified public accountants and such changes
result in a change in the method of calculation of any of the financial
covenants, restrictions or standards herein or in the related definitions or
terms used therein ("Accounting Changes"), the parties hereto agree, at the
Borrower's request, to enter into negotiations, in good faith, in order to amend
such provisions in a credit neutral manner so as to reflect equitably such
Accounting Changes with the desired result that the criteria for evaluating the
Borrower's and its Subsidiaries' financial condition shall be the same after
such Accounting Changes as if such Accounting Changes had not been made;
provided, however, until such provisions are amended in a manner reasonably
satisfactory to the Administrative Agent and the Required Lenders, no Accounting
Change shall be given effect in such calculations and all financial statements
and reports required to be delivered hereunder shall be prepared in accordance
with GAAP without taking into account such Accounting Changes. In the event such
amendment is entered into, all references in this Agreement to GAAP shall mean
generally accepted accounting principles in effect as of the date of such
amendment.

          9.10 Severability of Provisions.

          Any provision in any Loan Document that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity of
that provision in any other jurisdiction, and to this end the provisions of all
Loan Documents are declared to be severable.

          9.11 Nonliability of Lenders.

          The relationship between the Borrower, on the one hand, and the
Lenders and the Administrative Agent, on the other hand, shall be solely that of
borrower and lender. Neither the Administrative Agent nor any Lender shall have
any fiduciary responsibilities to the Borrower or any of its Subsidiaries.
Neither the Administrative Agent nor any Lender undertakes any responsibility to
the Borrower or any of its Subsidiaries to review or inform the Borrower or any
of its Subsidiaries of any matter in connection with any phase of the business
or operations of the Borrower or any of its Subsidiaries.

          9.12 GOVERNING LAW.

          THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT, ON BEHALF OF ITSELF,
THE ISSUING LENDERS, THE SWING LINE LENDER AND THE


                                      -59-

LENDERS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY
DISPUTE BETWEEN THE BORROWER AND ANY OF THE ADMINISTRATIVE AGENT, ANY ISSUING
LENDER, THE SWING LINE LENDER OR ANY LENDER, OR ANY OTHER HOLDER OF THE
OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT
REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

          9.13 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

          (a) JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT
SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM, BUT THE BORROWER ACKNOWLEDGES
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF NEW YORK, NEW YORK. EXCEPT AS SET FORTH IN CLAUSE (B) BELOW, ANY
JUDICIAL PROCEEDING BY THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, ANY
ISSUING LENDER OR ANY LENDER ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS IF BROUGHT OTHER THAN IN ANY UNITED STATES
FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, SHALL BE BROUGHT
ONLY IN A COURT IN BOSTON, MASSACHUSETTS. ANY JUDICIAL PROCEEDING BY THE
BORROWER AGAINST THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, ANY ISSUING
LENDER OR ANY LENDER OR ANY AFFILIATE OF ANY SUCH PERSON INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
NEW YORK, NEW YORK OR BOSTON, MASSACHUSETTS, TO THE EXTENT THAT JURISDICTION CAN
BE OBTAINED AGAINST SUCH PERSONS IN ANY SUCH JURISDICTION, BUT THE PARTIES
HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK OR BOSTON, MASSACHUSETTS. EACH OF
THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT IN THE JURISDICTIONS
IDENTIFIED IN THIS CLAUSE (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE COURT CONSIDERING THE DISPUTE PROVIDED, WITH RESPECT TO THE ADMINISTRATIVE
AGENT OR ANY LENDER, PERSONAL


                                      -60-

JURISDICTION WITH RESPECT TO SUCH PARTY MAY BE OBTAINED IN SUCH JURISDICTION.

          (b) OTHER JURISDICTIONS. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY
PERSON TO BRING ANY ACTION HEREUNDER IN A COURT IN ANY LOCATION TO ENABLE SUCH
PERSON TO OBTAIN PERSONAL JURISDICTION OVER ANY OTHER PERSON WITH RESPECT
HERETO. THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER,
ANY SWING LINE LENDER, ANY LENDER OR ANY OTHER HOLDER OF THE OBLIGATIONS SHALL
HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY
LOCATION TO ENABLE SUCH PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY
PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT UNDER THIS CLAUSE (B) BY SUCH
PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON, ALL
OF WHICH PERMISSIVE COUNTERCLAIMS SHALL BE BROUGHT BY THE BORROWER IN THE
JURISDICTIONS IDENTIFIED IN CLAUSE (A) ABOVE. THE BORROWER WAIVES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED
A PROCEEDING DESCRIBED IN THIS CLAUSE (B).

          (c) SERVICE OF PROCESS; INCONVENIENT FORUM. THE BORROWER WAIVES
PERSONAL SERVICE OF ANY PROCESS UPON IT AND AGREES THAT ANY SUCH PROCESS MAY BE
SERVED BY REGISTERED MAIL TO THE BORROWER AT ITS ADDRESS FOR NOTICES PURSUANT TO
SECTION 13.1. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

          (d) WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


                                      -61-

          (e) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER
PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF THIS SECTION 9.13 WITH ITS COUNSEL.

          9.14 Confidentiality.

          Each Lender agrees to hold any confidential information which it may
receive from the Borrower pursuant to this Agreement in confidence, except for
disclosure (i) to other Lenders and its and their respective Affiliates,
Transferees and prospective Transferees (each of whom by its acceptance thereof,
agrees to be bound by the terms of this Section 9.14), (ii) in confidence to
legal counsel, accountants and other professional advisors to that Lender or to
Transferees or prospective Transferees pursuant to Section 12.5, (iii) to
regulatory officials, (iv) to any Person as requested (which request such Lender
reasonably believes could give rise to mandatory disclosure) or pursuant to or
as required by law, regulation or legal process, (v) to any Person in connection
with any legal proceeding to which that Lender is a party with respect to any
claim, litigation, arbitration or other proceeding relating to or arising out of
the transaction evidenced by this Agreement or the other Loan Documents, (vi) to
any Person in connection with any other legal proceeding to which that Lender is
a party, provided, that such Lender uses reasonable efforts to give the Borrower
notice of any disclosure thereunder to the extent that such Lender may lawfully
do so and provided, further, that any failure in such regard shall not result in
any liability on the part of such Lender, and (vii) permitted by Section 12.5.

                                   ARTICLE X
                            THE ADMINISTRATIVE AGENT

          10.1 Appointment; Nature of Relationship.

          Bank of America is appointed by the Issuing Lenders, Swing Line Lender
and Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Issuing Lenders, the Swing Line Lender and the Lenders
irrevocably authorizes the Administrative Agent to act as the contractual
representative of such Person with the rights and duties expressly set forth
herein and in the other Loan Documents. The Administrative Agent agrees to act
as such contractual representative upon the express conditions contained in this
Article X. Notwithstanding the use of the defined term "Administrative Agent" or
"agent" in reference to Bank of America, it is expressly understood and agreed
that the Administrative Agent shall not have any fiduciary responsibilities to
any Issuing Lender, Swing Line Lender or Lender by reason of this Agreement and
that the Administrative Agent is merely acting as the representative of the
Issuing Lenders, Swing Line Lender and Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as such contractual representative, the Administrative Agent (i) does
not assume any fiduciary duties to any of the Issuing Lenders, Swing Line Lender
or Lenders, (ii) is a "representative" of the Issuing Lenders, Swing Line Lender
and Lenders within the meaning of Section 9-102 of the Uniform Commercial Code
and (iii) is acting as an independent contractor, the rights and duties of which
are limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Issuing Lenders, Swing Line Lender and Lenders agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for


                                      -62-

breach of fiduciary duty, all of which claims each Issuing Lender, Swing Line
Lender and Lender waives.

          10.2 Powers.

          The Administrative Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Administrative Agent by
the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Administrative Agent shall have no implied duties or
fiduciary duties to the Issuing Lenders, Swing Line Lender or Lenders, or any
obligation to the Issuing Lenders, Swing Line Lender or Lenders to take any
action hereunder or under any of the other Loan Documents except any action
specifically provided by the Loan Documents required to be taken by the
Administrative Agent.

          10.3 General Immunity.

          Neither the Administrative Agent nor any of its Affiliates nor any of
their respective Affiliates, directors, officers, agents or employees shall be
liable to the Borrower or any Issuing Lender, Swing Line Lender or Lender for
any action taken or omitted to be taken by it or them hereunder or under any
other Loan Document or in connection herewith or therewith except to the extent
such action or inaction is found in a final judgment by a court of competent
jurisdiction to have arisen solely from the Gross Negligence or willful
misconduct of such Person.

          10.4 No Responsibility for Loans, Creditworthiness, Collateral,
Recitals, Etc.

          Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in
connection with any Loan Document or any extension of credit hereunder; (ii) the
performance or observance of any of the covenants or agreements of the Borrower,
any Subsidiary or any other obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article IV, except receipt of items
required to be delivered solely to the Administrative Agent; (iv) the existence
or possible existence of any Default or Unmatured Default; or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent shall not be
responsible to any Issuing Lender, Swing Line Lender or Lender for any recitals,
statements, representations or warranties herein or in any of the other Loan
Documents or for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of the Borrower or any of its Subsidiaries. The
Administrative Agent will use its reasonable efforts to distribute to each of
the Lenders, in a timely fashion, a copy of all written reports, certificates
and information required to be supplied by the Borrower or any of its
Subsidiaries to the Administrative Agent pursuant to the terms of this Agreement
or any of the other Loan Documents; provided that any failure in such regard
shall not result in any liability on the part of the Administrative Agent and
provided, further that the Administrative Agent shall have no duty to disclose
to the Lenders information that is not required to be furnished by the Borrower
to the


                                      -63-

Administrative Agent at such time, but is voluntarily furnished by the Borrower
to the Administrative Agent (either in its capacity as Administrative Agent or
in its individual capacity) or any of its Affiliates.

          10.5 Action on Instructions of Lenders.

          The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any other Loan
Document in accordance with written instructions signed by the Required Lenders
or all of the Lenders (as applicable under Section 8.2) or under any other
provision of this Agreement or any other Loan Document, and such instructions
and any action taken or failure to act pursuant thereto shall be binding on all
of the Issuing Lenders, Swing Line Lender, Lenders and any other holders of the
Obligations. The Administrative Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan Document unless
it shall first be indemnified to its satisfaction (which shall not include any
requirement that it be indemnified for its willful misconduct or Gross
Negligence) by the Lenders pro rata against any and all liability, cost and
expense that it may incur by reason of taking or continuing to take any such
action.

          10.6 Employment of Agents and Counsel.

          The Administrative Agent may execute any of its duties as the
Administrative Agent hereunder and under any other Loan Document by or through
employees, agents and attorneys-in-fact and shall not be answerable to the
Issuing Lenders, Swing Line Lender or Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Administrative Agent and the Issuing
Lenders, Swing Line Lender and Lenders and all matters pertaining to the
Administrative Agent's duties hereunder and under any other Loan Document.

          10.7 Reliance on Documents; Counsel.

          The Administrative Agent shall be entitled to rely upon any Loan
Document, notice, consent, certificate, affidavit, letter, telegram, statement,
paper or document (including any electronic transmission) believed by it to be
genuine and correct and to have been signed or sent or given by the proper
person or persons, and, in respect of legal matters, upon the opinion of counsel
selected by the Administrative Agent, which counsel may be employees of the
Administrative Agent and which counsel may have acted as counsel for the
Administrative Agent in connection with the negotiation and execution of this
Agreement and the other Loan Documents.

          10.8 The Administrative Agent's Reimbursement and Indemnification.

          The Lenders agree to reimburse and indemnify the Administrative Agent
ratably in proportion to their respective Pro Rata Shares (i) for any amounts
not reimbursed by the Borrower for which the Administrative Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Issuing Lenders,
Swing Line Lender or Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents (including with


                                      -64-

respect to any disagreement between or among any of the Administrative Agent,
Issuing Lenders, Swing Line Lender or Lenders) and (iii) for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen solely from the Gross Negligence or willful
misconduct of the Administrative Agent.

          10.9 Rights as a Lender.

          With respect to its Commitment, Loans made by it, Letters of Credit
issued by it and Notes (if any) issued to it, Bank of America (or any other
Person succeeding it as the Administrative Agent) shall have the same rights and
powers hereunder and under any other Loan Document as any Lender, Issuing Lender
or Swing Line Lender, as applicable, and may exercise the same as though it were
not the Administrative Agent, and the terms "Lender," "Lenders," "Issuing
Lender," "Issuing Lenders," "Swing Line Lender," and "Swing Line Lenders" shall,
unless the context otherwise indicates, include Bank of America (or any other
Person succeeding it as the Administrative Agent) in its individual capacity.
Bank of America (or any other Person succeeding it as the Administrative Agent)
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Subsidiaries in which such Person is not prohibited hereby from
engaging with any other Person.

          10.10 Lender Credit Decision.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Issuing Lender, Swing Line
Lender or Lender and based on the financial statements prepared by the Borrower
and its Subsidiaries and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Issuing Lender, Swing Line Lender or Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and the
other Loan Documents.

          10.11 Successor Administrative Agent.

          The Administrative Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower, and the Administrative Agent may
be removed at any time with or without cause by written notice received by the
Administrative Agent from the Required Lenders. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint, without the
consent of the Borrower and on behalf of the Swing Line Lender, Issuing Lenders
and Lenders, a successor Administrative Agent. If no successor Administrative
Agent


                                      -65-

shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty days after the retiring Administrative Agent's
giving notice of resignation, then the retiring Administrative Agent may
appoint, without the consent of the Borrower and on behalf of the Issuing
Lenders, Swing Line Lender and Lenders, a successor Administrative Agent, which
successor Administrative Agent shall be a Lender unless no Lender shall so agree
in which event such successor Administrative Agent may be a Person of the
Administrative Agent's choosing. Notwithstanding anything herein to the
contrary, so long as no Default has occurred and is continuing, each such
successor Administrative Agent shall be subject to approval by the Borrower,
which approval shall not be unreasonably withheld. Such successor Administrative
Agent shall be a commercial bank having capital and retained earnings of at
least $100,000,000. Upon the acceptance of any appointment as the Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article X shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was acting as the
Administrative Agent hereunder and under the other Loan Documents.

          10.12 No Duties Imposed on Syndication Agents, Documentation Agents or
Arrangers.

          None of the Persons identified on the cover page to this Agreement,
the signature pages to this Agreement or otherwise in this Agreement as a
"Syndication Agent," "Documentation Agent" or "Arranger" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than, if such Person is a Lender, Issuing Lender or Swing Line Lender, those
applicable to all Lenders, Issuing Lenders or Swing Line Lenders as such.
Without limiting the foregoing, none of the Persons identified on the cover page
to this Agreement, the signature pages to this Agreement or otherwise in this
Agreement as a "Syndication Agent," "Documentation Agent" or "Arranger" shall
have or be deemed to have any fiduciary duty to or fiduciary relationship with
any Lender. In addition to the agreement set forth in Section 10.12, each of the
Lenders acknowledges that it has not relied, and will not rely, on any of the
Persons so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.

          10.13 Administrative Agent's Fee.

          The Borrower agrees to pay to the Administrative Agent, for its own
account, the fees agreed to by the Borrower and the Administrative Agent by
separate letter agreement, or as otherwise agreed from time to time.


                                      -66-

                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

          11.1 Setoff.

          In addition to, and without limitation of, any rights of the Lenders
under applicable law, if the Borrower becomes insolvent, however evidenced, or
any Default or Unmatured Default occurs and is continuing, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and any other Indebtedness at any time held or owing by
any Lender to or for the credit or account of the Borrower may be offset and
applied toward the payment of the Obligations owing to such Lender, whether or
not the Obligations, or any part hereof, shall then be due.

          11.2 Ratable Payments.

          If any Lender, whether by setoff or otherwise, has payment made to it
upon its Syndicated Loans (other than payments received pursuant to Section 3.1,
3.2 or 3.4) in a greater proportion than that received by any other Lender, such
Lender agrees, promptly upon demand, to purchase a portion of the Syndicated
Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Syndicated Loans. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their Syndicated Loans. In case any such
payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

          11.3 Application of Payments.

          The Administrative Agent shall, unless otherwise specified at the
direction of the Required Lenders which direction shall be consistent with the
last sentence of this Section 11.3, apply all payments and prepayments in
respect of any Obligations in the following order:

          (a) first, to pay interest on and then principal of any portion of the
Loans which the Administrative Agent may have advanced on behalf of any Lender
for which the Administrative Agent has not then been reimbursed by such Lender
or the Borrower;

          (b) second, to pay Obligations in respect of any fees, expense
reimbursements or indemnities then due to the Administrative Agent in its
capacity as such;

          (c) third, to pay interest on and then principal outstanding on the
Swing Line Loans, applied ratably to all outstanding Swing Line Loans;

          (d) fourth, to the ratable payment of Obligations in respect of any
fees, expenses, reimbursements or indemnities then due to the Lenders, Swing
Line Lender and Issuing Lenders;


                                      -67-

          (e) fifth, to pay interest due in respect of Loans (other than Swing
Line Loans) and L/C Obligations;

          (f) sixth, to the ratable payment or prepayment of principal
outstanding on Loans (other than Swing Line Loans) and Reimbursement Obligations
in such order as the Administrative Agent may determine in its sole discretion;

          (g) seventh, to provide required cash collateral, if any, pursuant to
Section 2.20.10; and

          (h) eighth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable if no
Default has occurred and is continuing) by the Borrower or unless otherwise
mandated by the terms of this Agreement, all principal payments in respect of
Loans shall be applied first, to repay outstanding Money Market Rate Loans,
second to repay other outstanding Floating Rate Loans, and then to repay
outstanding Eurodollar Loans with those Eurodollar Loans which have earlier
expiring Interest Periods being repaid prior to those which have later expiring
Interest Periods. The order of priority set forth in this Section 11.3 and the
related provisions of this Agreement are set forth solely to determine the
rights and priorities of the Administrative Agent, the Lenders, the Swing Line
Lender and the Issuing Lenders as among themselves. The order of priority set
forth in clauses (d) through (h) of this Section 11.3 may at any time and from
time to time be changed by the Required Lenders without necessity of notice to
or consent of or approval by Borrower or any other Person. The order of priority
set forth in clauses (a) and (b) of this Section 11.3 may be changed only with
the prior written consent of the Administrative Agent and the order of priority
set forth in clause (c) may be changed only with the prior written consent of
the Swing Line Lender.

                                   ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

          12.1 Successors and Assigns.

          The terms and provisions of the Loan Documents shall be binding upon
and inure to the benefit of the Borrower, the Administrative Agent and the
Lenders and their respective successors and assigns, except that (a) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents without the consent of all of the Lenders and (b) any assignment
by any Lender must be made in compliance with Section 12.3. Notwithstanding
clause (b) of the preceding sentence, any Lender may at any time, without the
consent of the Borrower or the Administrative Agent, assign all or any portion
of its rights under this Agreement and its Notes to a Federal Reserve Bank;
provided, however, that no such assignment shall release the transferor Lender
from its obligations hereunder. The Administrative Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3 in the
case of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Administrative Agent. Any assignee or
transferee of the rights to any Loan or any Note agrees by acceptance of such
transfer or assignment to be bound by all the terms and provisions


                                      -68-

of the Loan Documents. Any request, authority or consent of any Person, who at
the time of making such request or giving such authority or consent is the owner
of the rights to any Loan (whether or not a Note has been issued in evidence
thereof), shall be conclusive and binding on any subsequent holder, transferee
or assignee of the rights to such Loan.

          12.2 Participations.

          12.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell
to one or more banks or other Eligible Participants (a "Participant")
participating interests in any Loan owing to such Lender, any Note held by such
Lender, any L/C Interest held by such Lender, the Commitment of such Lender or
any other interest of such Lender under the Loan Documents. In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Loans and the holder
of any Note issued to it for all purposes under the Loan Documents, all amounts
payable by the Borrower under this Agreement shall be determined as if such
Lender had not sold such participating interests, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan
Documents. The participation agreement effecting the sale of any participating
interest shall contain a representation by the Participant to the effect that
none of the consideration used to make the purchase of the participating
interest in the Commitment, Loans and L/C Interests under such participation
agreement are "plan assets" as defined under ERISA and that the rights and
interests of the Participant in and under the Loan Documents will not be "plan
assets" under ERISA.

          12.2.2 Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan, L/C Interest or Commitment in
which such Participant has an interest which would require the consent of such
Participant under Section 8.2(a) if such Participant were a Lender.

          12.2.3 Benefit of Setoff and Other Provisions. The Borrower agrees
that to the extent permitted by law each Participant shall be deemed to have the
right of setoff provided in Section 11.1 in respect of its participating
interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
the Loan Documents, provided that each Lender shall retain the right of setoff
provided in Section 11.1 with respect to the amount of participating interests
sold to each Participant. The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in Section 11.1,
agrees to share with each Lender, any amount received pursuant to the exercise
of its right of setoff, such amounts to be shared in accordance with Section
11.2 as if each Participant were a Lender. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.1, 3.2 and 3.4 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 12.3; provided, however, that in no event shall
the Borrower be obligated to make any payment with respect to such Sections
which is greater than the amount that the Borrower would have paid to the Lender
had no such participating interest been sold.


                                      -69-

          12.3 Assignments.

          12.3.1 Permitted Assignments. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more commercial banks ("Purchasers") all or any part of its Commitment and
outstanding Loans and L/C Interests, together with its rights and obligations
under the Loan Documents with respect thereto; provided, however, that the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of such assignment) may be in the
amount of such Lender's entire Commitment but otherwise shall not be less than
$10,000,000 or an integral multiple of $1,000,000 in excess of that amount. Such
assignment shall be substantially in the form of Exhibit D hereto or in such
other form as may be agreed to by the parties thereto. The consent of the
Borrower, the Administrative Agent, the Swing Line Lender and the Issuing
Lenders shall be required prior to an assignment becoming effective (none of
which consents may be unreasonably withheld or delayed); provided, however, that
if a Default has occurred and is continuing, the consent of the Borrower shall
not be required.

          12.3.2 Effect; Effective Date. Upon (a) delivery to the Administrative
Agent of a notice of assignment, substantially in the form attached to Exhibit D
hereto (a "Notice of Assignment"), together with any consents required by
Section 12.3.1, and (b) payment of a $3,500 fee to the Administrative Agent for
processing such assignment, such assignment shall become effective on the
effective date specified in such Notice of Assignment. The Notice of Assignment
shall contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and Loans under the
applicable assignment agreement are "plan assets" as defined under ERISA and
that the rights and interests of the Purchaser in and under the Loan Documents
will not be "plan assets" under ERISA. On and after the effective date of such
assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by the Lenders and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto and thereto, and no further
consent or action by the Borrower, the Lenders or the Administrative Agent shall
be required to release the transferor Lender with respect to the percentage of
the Aggregate Commitment and Loans assigned to such Purchaser. Upon the
consummation of any assignment to a Purchaser pursuant to this Section 12.3.2,
the transferor Lender, the Administrative Agent, and the Borrower shall make
appropriate arrangements so that, if the transferor Lender desires that its
Loans be evidenced by Notes, replacement Notes are issued to such transferor
Lender and, if the Purchaser desires that its Loans be evidenced by Notes, new
Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in
each case in principal amounts reflecting its Commitment, as adjusted pursuant
to such assignment.

          12.4 Designated Lenders.

          (a) Subject to the terms and conditions set forth in this Section
12.4(a), any Lender may from time to time elect to designate an Eligible
Designee to provide all or any part of the Loans to be made by such Lender
pursuant to this Agreement; provided the designation of an Eligible Designee by
any Lender for purposes of this Section 12.4(a) shall be subject to the approval
of the Borrower (so long as no Default has occurred and its continuing) and the


                                      -70-

Administrative Agent (which consents shall not be unreasonably withheld or
delayed). Upon the execution by the parties to each such designation of an
agreement in the form of Exhibit I hereto (a "Designation Agreement") and the
acceptance thereof by the Borrower (if required) and the Administrative Agent,
the Eligible Designee shall become a Designated Lender for purposes of this
Agreement. The Designating Lender shall thereafter have the right to permit the
Designated Lender to provide all or a portion of the Loans to be made by the
Designating Lender pursuant to the terms of this Agreement and the making of
such Loans or portion thereof shall satisfy the obligation of the Designating
Lender to the same extent, and as if, such Loan was made by the Designating
Lender. As to any Loan made by it, each Designated Lender shall have all the
rights a Lender making such Loan would have under this Agreement and otherwise;
provided, (x) that all voting rights under this Agreement shall be exercised
solely by the Designating Lender and (y) each Designating Lender shall remain
solely responsible to the other parties hereto for its obligations under this
Agreement, including the obligations of a Lender in respect of Loans made by its
Designated Lender. If the Designating Lender's Loans are evidenced by Notes, no
additional Notes shall be required with respect to Loans provided by a
Designated Lender; provided, however, to the extent any Designated Lender shall
advance funds, the Designating Lender shall be deemed to hold any Notes in its
possession as an agent for such Designated Lender to the extent of the Loan
funded by such Designated Lender. Such Designating Lender shall act as
administrative agent for its Designated Lender and give and receive notices and
communications hereunder. Any payments for the account of any Designated Lender
shall be paid to its Designating Lender as administrative agent for such
Designated Lender and neither the Borrower nor the Administrative Agent shall be
responsible for any Designating Lender's application of any such payments. In
addition, any Designated Lender may (i) with notice to, but without the consent
of the Borrower and the Administrative Agent, assign all or portions of its
interests in any Loans to its Designating Lender or to any financial institution
consented to by the Borrower (so long as no Default has occurred and is
continuing) and the Administrative Agent providing liquidity and/or credit
facilities to or for the account of such Designated Lender and (ii) subject to
advising any such Person that such information is to be treated as confidential
in accordance with such Person's customary practices for dealing with
confidential, non-public information, disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any guarantee, surety or credit or liquidity
enhancement to such Designated Lender.

          (b) Each party to this Agreement hereby agrees that it shall not
institute against, or join any other person in instituting against any
Designated Lender any bankruptcy, reorganization, arrangements, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law for one year and a day after the payment in full of
all outstanding senior indebtedness of any Designated Lender; provided that the
Designating Lender for each Designated Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of their inability to institute any such proceeding against such
Designated Lender. This Section 12.4(b) shall survive the termination of this
Agreement.

          12.5 Dissemination of Information.

          The Borrower authorizes each Lender to disclose to any Participant or
Purchaser or any other Person acquiring an interest in the Loan Documents by
operation of law (each a


                                      -71-

"Transferee") and any prospective Transferee any and all information in such
Lender's possession concerning the creditworthiness of the Borrower and its
Subsidiaries; provided that each Transferee and prospective Transferee agrees to
be bound by Section 9.14 of this Agreement.

          12.6 Tax Treatment.

          If any interest in any Loan Document is transferred to any Transferee
which is organized under the laws of any jurisdiction other than the United
States or any State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply with the
provisions of Section 2.18.

                                  ARTICLE XIII
                                     NOTICES

          13.1 Giving Notice.

          (a) Except as otherwise permitted by Section 2.14(b) with respect to
telephonic notices or as elsewhere provided herein, all notices and other
communications provided to any party hereto under this Agreement or any other
Loan Document shall be in writing or by telex or by facsimile and addressed or
delivered to such party at its address set forth below its signature hereto or
at such other address as may be designated by such party in a notice to the
other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
telex or facsimile, shall be deemed given when transmitted (answerback confirmed
in the case of telexes).

          (b) The Borrower hereby agrees that the Administrative Agent may make
available to the Lenders materials and/or information provided by or on behalf
of the Borrower hereunder, including, but not limited to, any documents
furnished by the Borrower to the Administrative Agent pursuant to Section 6.1
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform"). The Borrower
agrees that the Administrative Agent shall be entitled to treat any Borrower
Materials that are not marked "PUBLIC" as being suitable only for posting on the
portion of the Platform not designated "Public Investor". The Borrower
acknowledges that the distribution of material through an electronic medium is
not necessarily secure and that there are confidentiality and other risks
associated with such distribution. THE PLATFORM IS PROVIDED "AS IS" AND "AS
AVAILABLE." THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its officers, directors,
employees or agents (collectively, the "Agent Parties") have any liability to
the Borrower, any Lender or any other Person for losses, claims, damages,


                                      -72-

liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower's or the Administrative Agent's transmission of
Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final judgment to have resulted from the Gross Negligence or
willful misconduct of such Agent Party; provided, however, that in no event
shall any Agent Party have any liability to the Borrower, any Lender or any
other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).

          (c) Each Lender agrees that notice to it (as provided in the next
sentence) specifying that the Borrower Materials have been posted to the
Platform shall constitute effective delivery of the Borrower Materials to such
Lender for purposes of this Agreement or any other Loan Document. Each Lender
agrees to notify the Administrative Agent in writing (including by electronic
communication) from time to time of such Lender's e-mail address to which the
foregoing notice may be sent by electronic transmission and (ii) that the
foregoing notice may be sent to such e-mail address.

          13.2 Change of Address.

          The Borrower, the Administrative Agent and any Lender may each change
the address for service of notice upon it by a notice in writing to the other
parties hereto.

                                   ARTICLE XIV
                                  COUNTERPARTS

          This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. Subject to
Section 4.1, this Agreement shall be effective when it has been executed by the
Borrower, the Administrative Agent and the Lenders and each party has notified
the Administrative Agent by telex or telephone that it has taken such action.

                                   ARTICLE XV
                             USA PATRIOT ACT NOTICE

          Each Lender hereby notifies the Borrower that, pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Patriot Act"), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the Patriot Act.

                  [Remainder of this Page Intentionally Blank]


                                      -73-

          IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.

                                      THE TJX COMPANIES, INC.,
                                      as the Borrower


                                      By: /s/ Mary B. Reynolds
                                          --------------------------------------
                                      Name: Mary B. Reynolds
                                      Title: Vice President - Finance, Treasurer

                                      Address:
                                      770 Cochituate Road
                                      Framingham, Massachusetts 01701
                                      Attn: Mary B. Reynolds, Vice
                                      President-Finance,
                                      Treasurer
                                      Telephone No.: (508) 390-2351
                                      Facsimile No.: (508) 390-2540
                                      E-mail: mary_reynolds@tjx.com




                                      BANK OF AMERICA, N.A.,
                                      as a Lender, as Administrative Agent, as
                                      Swing Line Lender and as an Issuing
                                      Lender


                                      By: /s/ Amy Honey
                                          --------------------------------------
                                      Name: Amy Honey
                                      Title: Senior Vice President

                                      Address:
                                      901 Main Street, 64th Floor
                                      ------------------------------------------
                                      TX1 - 492 - 64 - 01
                                      ------------------------------------------
                                      Dallas, TX 75202
                                      ------------------------------------------
                                      Telephone No: 214.209.0193
                                                    ----------------------------
                                      Facsimile No.: 214.209.0905
                                                     ---------------------------
                                      E-mail: amy.honey@bankofamerica.com
                                              ----------------------------------



                                      JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
                                      as a Lender, as a Syndication Agent and as
                                      an Issuing Lender


                                      By: /s/ Barry R. Bergman
                                          --------------------------------------
                                      Name: Barry R. Bergman
                                      Title: Managing Director

                                      Address:
                                      JPMorgan Chase Bank, National Association
                                      ------------------------------------------
                                      270 Park Ave
                                      ------------------------------------------
                                      New York, NY 10017
                                      ------------------------------------------
                                      Attention: Barry Bergman
                                                 -------------------------------
                                      Telephone No.: (212) 270-0203
                                                     ---------------------------
                                      Facsimile: (212) 270-6637
                                                 -------------------------------
                                      E-mail: Barry.Bergman@jpmorgan.com
                                              ----------------------------------




                                      THE BANK OF NEW YORK,
                                      as a Lender, as a Syndication Agent and
                                      as an Issuing Lender


                                      By: /s/ Johna M. Fidanza
                                          --------------------------------------
                                      Name:  Johna M. Fidanza
                                      Title: Vice President

                                      Address:

                                      One Wall Street
                                      19th Floor
                                      New York, New York 10286
                                      Attention: Johna M. Fidanza
                                      Telephone No: (212) 635-7870
                                      Facsimile No.: (212) 635-1483
                                      E-mail: jfidanza@bankofny.com


                                      CITIZENS BANK OF MASSACHUSETTS, as a
                                      Lender and as a Documentation Agent


                                      By: /s/ Stephen F. Foley
                                          --------------------------------------
                                      Name:  Stephen F. Foley
                                      Title: Senior Vice President

                                      Address:

                                      28 State Street
                                      ------------------------------------------
                                      Boston, MA 02109
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention: Stephen F. Foley
                                                 -------------------------------
                                      Telephone No.: 617 994-7029
                                                     ---------------------------
                                      Facsimile: 617 263-0439
                                                 -------------------------------
                                      E-mail: Stephen.Foley@citizensbank.com
                                              ----------------------------------


                                      KEYBANK NATIONAL ASSOCIATION, as a
                                      Lender and as a Documentation Agent


                                      By: /s/ Brendan A. Lawlor
                                          --------------------------------------
                                      Name:  Brendan A. Lawlor
                                      Title: Senior Vice President

                                      Address:
                                              127 Public Square
                                      ------------------------------------------
                                              Cleveland, OH 44114
                                      ------------------------------------------
                                              Mail Code: OH-01-27-0612
                                      ------------------------------------------
                                      Attention: Brendan Lawlor
                                                 -------------------------------
                                      Telephone No.: (216) 689-4086
                                                     ---------------------------
                                      Facsimile: (216) 689-4981
                                                 -------------------------------
                                      E-mail: brendan_a_lawlor@keybank.com
                                              ----------------------------------


                                      UNION BANK OF CALIFORNIA, N.A., as a
                                      Lender and as a Documentation Agent


                                      By: /s/ Theresa L. Rocha
                                          --------------------------------------
                                      Name:  Theresa L. Rocha
                                      Title: Vice President

                                      Address:
                                              350 California Street, 9th Floor
                                      ------------------------------------------
                                              San Francisco, CA 94104
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention: Theresa L. Rocha
                                                 -------------------------------
                                      Telephone No.: (415) 705-7594
                                                     ---------------------------
                                      Facsimile: (415) 705-7085
                                                 -------------------------------
                                      E-mail: theresa.rocha@uboc.com
                                              ----------------------------------

                                      WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                      as a Lender


                                      By: /s/ Caroline Gates
                                          --------------------------------------
                                      Name:  Caroline Gates
                                      Title: VP

                                      Address:
                                      70 East 55th Street, 11th Floor
                                      ------------------------------------------
                                      New York, NY 10022
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention: Caroline Gates/Nicole Edwards
                                                 -------------------------------
                                      Telephone No.: 212-836-4034
                                                     ---------------------------
                                      Facsimile: 212-593-5241
                                                 -------------------------------
                                      E-mail: caroline.e.gates@wellsfargo.com
                                              ----------------------------------



                                      FIFTH THIRD BANK, as a Lender


                                      By: /s/ David C. Melin
                                          --------------------------------------
                                      Name:  David C. Melin
                                      Title: Vice President

                                      Address:
                                      38 Fountain Square Plaza
                                      ------------------------------------------
                                      MD 109054
                                      ------------------------------------------
                                      Cincinnati, Ohio 45263
                                      ------------------------------------------
                                      Attention: Brooke Balcom
                                                 -------------------------------
                                      Telephone No.: 513-534-3853
                                                     ---------------------------
                                      Facsimile: 513-534-5947
                                                 -------------------------------
                                      E-mail: Brooke.Balcom@53.com
                                              ----------------------------------



                                      THE BANK OF NOVA SCOTIA, as a Lender


                                      By: /s/ Todd Meller
                                          --------------------------------------
                                      Name:  Todd Meller
                                      Title: Managing Director

                                      Address:
                                      One Liberty Plaza
                                      ------------------------------------------
                                      New York, New York 10006
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention:
                                                 -------------------------------
                                      Telephone No.: 212-225-5096
                                                     ---------------------------
                                      Facsimile: 212-225-5254
                                                 -------------------------------
                                      E-mail: todd_meller@scotiacapital.com
                                              ----------------------------------



                                      MELLON BANK, N.A., as a Lender


                                      By: /s/ Thomas J. Tarasovich, Jr.
                                          --------------------------------------
                                      Name:  Thomas J. Tarasovich, Jr.
                                      Title: Assistant Vice President

                                      Address:
                                          One Mellon Center
                                      ------------------------------------------
                                          Room 4535
                                      ------------------------------------------
                                          Pittsburgh, PA 15258
                                      ------------------------------------------
                                      Attention: Thomas J. Tarasovich, Jr.,
                                                 Assistant Vice President
                                                 -------------------------------
                                      Telephone No.: 412-236-2790
                                                     ---------------------------
                                      Facsimile:     412-236-6112
                                                 -------------------------------
                                      E-mail: tarasovich.t@mellon.com
                                              ----------------------------------




                                      PNC BANK, NATIONAL ASSOCIATION, as a
                                      Lender


                                      By: /s/ Donald V. Davis
                                          --------------------------------------
                                      Name:  Donald V. Davis
                                      Title: Managing Director

                                      Address:
                                        70 East 55th Street
                                      ------------------------------------------
                                        21st Floor
                                      ------------------------------------------
                                        New York, NY 10022
                                      ------------------------------------------
                                      Attention:
                                                 -------------------------------
                                      Telephone No.: (212) 303-0034
                                                     ---------------------------
                                      Facsimile:     (212) 303-0064
                                                 -------------------------------
                                      E-mail: dv.davis@pncbank.com
                                              ----------------------------------



                                      SOVEREIGN BANK, as a Lender


                                      By: /s/ Judith C. E. Kelly
                                          --------------------------------------
                                      Name: Judith C. E. Kelly
                                      Title: Senior Vice President

                                      Address:
                                      75 State Street
                                      ------------------------------------------
                                      MA1 SST 04-10
                                      ------------------------------------------
                                      Boston, MA 02109
                                      ------------------------------------------
                                      Attention: Judith C. E. Kelly
                                                 -------------------------------
                                      Telephone No.: 617-757-5658
                                                     ---------------------------
                                      Facsimile: 617-346-7330
                                                 -------------------------------
                                      E-mail: jkelly@sovereignbank.com
                                              ----------------------------------



                                      SUNTRUST BANK, N.A., as a Lender


                                      By: /s/ Laura Kahn
                                          --------------------------------------
                                      Name:  Laura Kahn
                                      Title: Managing Director

                                      Address:
                                      303 Peachtree Street NE
                                      ------------------------------------------
                                      10th Floor, Mailcode 1928
                                      ------------------------------------------
                                      Atlanta, GA 30308
                                      ------------------------------------------
                                      Attention: Laura Kahn
                                                 -------------------------------
                                      Telephone No.: 404-588-7705
                                                     ---------------------------
                                      Facsimile: 404-658-4905
                                                 -------------------------------
                                      E-mail: laura.kahn@suntrust.com
                                              ----------------------------------




                                      U.S. BANK NATIONAL ASSOCIATION, as a
                                      Lender


                                      By: /s/ Heather Hinkelman
                                          --------------------------------------
                                      Name: Heather Hinkelman
                                      Title: Banking Officer

                                      Address:
                                      One US Bank Plaza
                                      ------------------------------------------
                                      St. Louis, MO 63101
                                      ------------------------------------------

                                      ------------------------------------------
                                      Attention: Heather Hinkelman
                                                 -------------------------------
                                      Telephone No.: 314-418-8673
                                                     ---------------------------
                                      Facsimile: 314-418-3859
                                                 -------------------------------
                                      E-mail: heather.hinkelman@usbank.com
                                              ----------------------------------





                                  SCHEDULE 1 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                   Commitments

                                      
Bank of America, N.A.                    $ 57,500,000
The Bank of New York                     $ 57,500,000
JPMorgan Chase Bank N.A.                 $ 57,500,000
Citizens Bank of Massachusetts           $ 47,500,000
KeyBank National Association             $ 47,500,000
Union Bank of California, N.A.           $ 47,500,000
Wells Fargo Bank, National Association   $ 35,000,000
Fifth Third Bank                         $ 25,000,000
The Bank of Nova Scotia                  $ 25,000,000
Mellon Bank, N.A.                        $ 20,000,000
PNC Bank, National Association           $ 20,000,000
Sovereign Bank                           $ 20,000,000
SunTrust Bank                            $ 20,000,000
US Bank National Association             $ 20,000,000
   TOTAL                                 $500,000,000





                                SCHEDULE 2.20 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                        Issuing Lenders' Maximum Amounts

                                      
Bank of America, N.A.                    up to $150 million
JPMorgan Chase Bank, N.A.                up to $150 million
The Bank of New York                     up to $150 million



Subject to the terms and conditions of the Agreement, each of the Issuing
Lenders may issue Letters of Credit in amounts of up to $150 million; provided,
however, that there shall not be more than $150 million in aggregate outstanding
Letters of Credit issued by the Issuing Lenders at any time.



                                 SCHEDULE 5.3 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                           Governmental Authorizations

                                      None.



                                 SCHEDULE 5.7 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                   Litigation

                                      None.


                                 SCHEDULE 5.8 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                  Subsidiaries

All of the following subsidiaries are either directly or indirectly wholly owned
by the TJX Companies, Inc.



                                                  State or Jurisdiction of Incorporation   Name Under Which Does Business
Operating Subsidiaries                                        or Organization                      (if Different)
- ----------------------                            --------------------------------------   ------------------------------
                                                                                     
NBC Attire Inc.                                   Massachusetts
Newton Buying Corp.                               Delaware
NBC Distributors Inc.                             Massachusetts
NBC Merchants, Inc.                               Indiana
NBC Charlotte Merchants, Inc.                     North Carolina
NBC Nevada Merchants, Inc.                        Nevada
NBC Philadelphia Merchants, Inc.                  Pennsylvania
NBC Pittston Merchants, Inc.                      Pennsylvania
NBC Houston Merchants, Inc.                       Texas
NBC Manteca Merchants, Inc.                       California
Marmaxx Operating Corp.                           Delaware                                 T.J. Maxx/Marshalls
Marshalls Atlanta Merchants, Inc.                 Georgia
Marshalls Bridgewater Merchants, Inc.             Virginia
Marshalls Woburn Merchants, Inc.                  Massachusetts
Marshalls of MA, Inc.                             Massachusetts
New York Department Stores de Puerto Rico, Inc.   Puerto Rico                              Marshalls
Marshalls of Richfield, MN, Inc.                  Minnesota
Marshalls of Northridge-Devonshire, CA, Inc.      California
Marshalls of Glen Burnie, MD, Inc.                Maryland






                                                  State or Jurisdiction of Incorporation   Name Under Which Does Business
Operating Subsidiaries                                        or Organization                      (if Different)
- ----------------------                            --------------------------------------   ------------------------------
                                                                                     
Marshalls of Beacon, VA, Inc.                     Virginia
Marshalls of Laredo, TX, Inc.                     Texas
Marshalls of Calumet City, IL, Inc.               Illinois
Marshalls of Chicago-Clark, IL, Inc.              Illinois
Marshalls of Streamwood, IL, Inc.                 Illinois
Marshalls of Chicago-Brickyard, IL, Inc.          Illinois
Marshalls of Matteson, IL, Inc.                   Illinois
Marshalls of Elizabeth, NJ, Inc.                  New Jersey
Marshall's of Nevada, Inc.                        Nevada
Newton Buying Company of CA, Inc.                 Delaware                                 Marshalls
Strathmex Corp.                                   Delaware
HomeGoods, Inc.                                   Delaware
H.G. Merchants, Inc.                              Massachusetts
H.G. Indiana Distributors, Inc.                   Indiana
H.G. Com. Merchants, Inc.                         Connecticut
HomeGoods of Puerto Rico, Inc.                    Puerto Rico
NBC Apparel, Inc.                                 Delaware
NBC Apparel                                       United Kingdom                           T.K. Maxx
TK Maxx Group Limited                             United Kingdom
T.K. Maxx                                         United Kingdom
NBC card Services Ltd.                            United Kingdom
T.K. Maxx Ireland                                 Ireland
Concord Buying Group, Inc.                        New Hampshire                            A.J. Wright






                                                  State or Jurisdiction of Incorporation   Name Under Which Does Business
Operating Subsidiaries                                        or Organization                      (if Different)
- ----------------------                            --------------------------------------   ------------------------------
                                                                                     
AJW Merchants Inc.                                Massachusetts                            A.J. Wright
NBC Manager, LLC                                  Delaware
NBC Trust                                         Massachusetts
NBC Operating, LP                                 Delaware
NBC GP, LLC                                       Delaware
T.J. Maxx of CA, LLC                              Delaware
T.J. Maxx of IL, LLC                              Delaware
Marshalls of CA, LLC                              Delaware
Marshalls of IL, LLC                              Delaware
NYDS, LLC                                         Delaware
AJW South Bend Merchants, Inc.                    Indiana
Bob's Stores Corp                                 New Hampshire
Bob's Conn. Merchants, Inc.                       Connecticut
WMI-1 Holding Company                             Nova Scotia, Canada
WMI-99 Holding Company                            Nova Scotia, Canada
Winners Merchants International, L.P.             Ontario, Canada
NBC Holding, Inc.                                 Delaware
NBC Hong Kong Merchants, Limited                  Hong Kong

Leasing Subsidiaries
Cochituate Realty, Inc.                           Massachusetts
NBC First Realty Corp.                            Indiana
NBC Second Realty Corp.                           Massachusetts
NBC Fourth Realty Corp.                           Nevada
NBC Five Realty Corp.                             Illinois
NBC Six Realty. Corp.                             North Carolina






                                                  State or Jurisdiction of Incorporation   Name Under Which Does Business
Operating Subsidiaries                                        or Organization                      (if Different)
- ----------------------                            --------------------------------------   ------------------------------
                                                                                     
Leasing Subsidiaries (continued)
NBC Seventh Realty Corp.                          Pennsylvania
AJW Realty of Fall River, Inc.                    Massachusetts
H.G. Brownsburg Realty Corp.                      Indiana
H.G. Conn. Realty Corp.                           Delaware
AJW South Bend Realty Corp.                       Delaware
Progress Lane Realty Corp                         Connecticut





                                SCHEDULE 5.13 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

              Environmental, Health, and Safety Requirements of Law

                                      None.



                                SCHEDULE 5.14 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Liens and Encumbrances

                                      None.



                                SCHEDULE 6.11 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                   Asset Sales

Store closings to the extent such closings for a fiscal year do not exceed 5% of
the Borrower's total stores as of the beginning of that fiscal year.



                                SCHEDULE 6.13 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                                   Investments

1) The following Investments:



                                                                OWNED   CARRYING
                                                                  BY      VALUE
                                                                -----   --------
                                                                  
[*****]


2)   Investments relating to the fair market value of derivatives that hedge the
     Borrower's actual foreign currency exposure.

- ----------
[*****]INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
     COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.



                                SCHEDULE 6.14 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Contingent Obligations

1.   All leases for which the Borrower or any of its Subsidiaries may be
     contingently liable immediately following the closing of the Credit
     Agreement (either as a previous lessee or pursuant to a written guaranty)
     with respect to any previously operated location.

2.   Leases for which the Borrower or any of its Subsidiaries may be
     contingently liable in connection with future store closings to the extent
     such closings for a fiscal year do not exceed 5% of total stores as of the
     beginning of that fiscal year.

3. [*****]

4. [*****]

5. [*****]

6  [*****]

- ----------
[*****]INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
     COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.



                                SCHEDULE 6.20 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Subsidiary Indebtedness

(1) The following indebtedness:

INTERCOMPANY INDEBTEDNESS



SUBSIDIARY                                             DESCRIPTION                    AMOUNT
- ----------                              ----------------------------------------   ------------
                                                                             



[*****]

In addition the domestic subsidiaries and the Borrower have ongoing outstanding
intercompany balances with each other representing the net cash funding
requirements or cash surplus of the individual entities.

INDEBTEDNESS TO THIRD PARTIES



SUBSIDIARY                                             DESCRIPTION                    AMOUNT
- ----------                              ----------------------------------------   ------------
                                                                             
Winners Merchants International, L.P.   Demand, operating and commercial letters   C$20,000,000
                                        of credit facility


[*****]INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
     TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
     COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.



                                SCHEDULE 6.21 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                               Subordination Terms

     The following terms shall govern Indebtedness ("Intercompany Indebtedness")
of the Borrower or any Subsidiary of the Borrower (an "Intercompany Obligor") to
the Borrower or any Subsidiary of the Borrower (an "Intercompany Lender"):

     Any and all claims of an Intercompany Lender against an Intercompany
Obligor or against any of its properties shall be subordinate and subject in
right of payment to the prior payment, in full and in cash, of all Obligations.
Notwithstanding any right of an Intercompany Lender to ask, demand, sue for,
take or receive any payment from an Intercompany Obligor, all rights, liens and
security interests of such Intercompany Lender, whether now or hereafter arising
and howsoever existing, in any assets of such Intercompany Obligor shall be
subordinated to the rights, if any, of the Lenders, the Swing Line Lender and
the Administrative Agent in those assets. An Intercompany Lender shall have no
right to possession of any such asset or to foreclose upon any such asset,
whether by judicial action or otherwise, unless and until all of the Obligations
shall have been paid in full in cash and satisfied and all financing
arrangements under this Agreement and the other Loan Documents between the
Borrower, the Administrative Agent, the Swing Line Lender and the Lenders have
been terminated.

     If, during the continuance of a Default, all or any part of the assets of
any Intercompany Obligor, or the proceeds thereof, are subject to any
distribution, division or application to the creditors of such Intercompany
Obligor, whether partial or complete, voluntary or involuntary, and whether by
reason of liquidation, bankruptcy, arrangement, receivership, assignment for the
benefit of creditors or any other action or proceeding, then, and in any such
event, any payment or distribution of any kind or character, either in cash,
securities or other property, which shall be payable or deliverable upon or with
respect to any indebtedness of such Intercompany Obligor to an Intercompany
Lender, shall be paid or delivered directly to the Administrative Agent for
application on any of the Obligations, due or to become due, until such
Obligations shall have first been paid in full in cash and satisfied; provided,
however, ordinary course payments or distributions made by an Intercompany
Obligor to an Intercompany Lender shall be required to be paid or delivered to
the Administrative Agent only upon the Administrative Agent's request.

     Each Intercompany Lender shall irrevocably authorize and empower the
Administrative Agent to demand, sue for, collect and receive every such payment
or distribution and give acquittance therefor and to make and present for and on
behalf of such Intercompany Lender such proofs of claim and take such other
action, in the Administrative Agent's own name or in the name of such
Intercompany Lender or otherwise, as the Administrative Agent may deem necessary
or advisable for the enforcement of Section 6.21. The Administrative Agent may
vote such proofs of claim in any such proceeding, receive and collect any and
all dividends or other payments or disbursements made thereon in whatever form
the same may be paid or issued and apply the same on account of any of the
Obligations.

     Should any payment, distribution, security or instrument or proceeds
thereof be received by an Intercompany Lender upon or with respect to
Intercompany Indebtedness during the continuance of a Default and prior to the
satisfaction of all of the Obligations and the termination of all financing
arrangements under the Credit Agreement and the other Loan Documents between the
Borrower, the Administrative Agent, the Swing Line Lender and the Lenders, such
Intercompany Lender shall receive and hold the same in trust, as trustee, for
the benefit of the Administrative Agent, the Swing Line Lender and the Lenders
and shall forthwith deliver the same to the Administrative Agent, for the
benefit of the



Administrative Agent, the Swing Line Lender and the Lenders, in precisely the
form received (except for the endorsement or assignment of such Intercompany
Lender where necessary), for application to any of the Obligations, due or not
due, and, until so delivered, the same shall be held in trust by such
Intercompany Lender as the property of the Administrative Agent, the Swing Line
Lender and the Lenders; provided, however, ordinary course payments or
distributions made by an Intercompany Obligor to an Intercompany Lender shall be
required to be paid or delivered to the Administrative Agent only upon the
Administrative Agent's request. If an Intercompany Lender fails to make any such
endorsement or assignment to the Administrative Agent, the Administrative Agent
or any of its officers or employees shall be irrevocably authorized to make the
same.

     Each Intercompany Lender shall agree that until the Obligations have been
paid in full in cash and satisfied and all financing arrangements under the
Credit Agreement and the other Loan Documents between the Borrower, the
Administrative Agent, the Swing Line Lender and the Lenders have been teminated,
such Intercompany Lender will not assign or transfer to any Person (other than
the Administrative Agent) any claim such Intercompany Lender has or may have
against any Intercompany Obligor.


                                       2


                                 EXHIBIT A-1 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Form of Syndicated Note
                                                                    May___, 2005

     THE TJX COMPANIES, INC., a Delaware corporation (the "Borrower"), promises
to pay to the order of ____________ (the "Lender") the aggregate unpaid
principal amount of all Syndicated Loans made by the Lender to the Borrower
pursuant to Article II of the Credit Agreement hereinafter referred to (as the
same may be amended or modified, the "Agreement"; capitalized terms used herein
and not otherwise defined herein are used with the meanings attributed to them
in the Agreement), in immediately available funds on the dates and at the
offices of Bank of America, N.A., as Administrative Agent, specified in the
Agreement, together with interest on the unpaid principal amount hereof at the
rates and on the dates determined in accordance with the Agreement. The Borrower
shall pay the principal of and accrued and unpaid interest on the Syndicated
Loans in full on the Facility Termination Date.

     The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Syndicated Loan and the date and amount of each
principal payment hereunder.

     This Note is one of the Syndicated Notes issued pursuant to, and is
entitled to the benefits of the 5-Year Revolving Credit Agreement, dated as of
May ___, 2005, among the Borrower, the financial institutions parties thereto,
Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and
The Bank of New York, as Syndication Agents, and Citizens Bank of Massachusetts,
KeyBank National Association and Union Bank of California, N.A., as
Documentation Agents, to which Agreement, as it may be amended from time to
time, reference is hereby made for a statement of the terms and conditions
governing this Note, including the terms and conditions under which this Note
may be prepaid or its maturity date accelerated. The Agreement, among other
things, provides for the making of "Syndicated Loans" by the Lender to the
Borrower from time to time in an aggregate amount not to exceed at any time
outstanding the Lender's Commitment, except as otherwise contemplated in the
Agreement.

     The Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.

     This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.

                                        THE TJX COMPANIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



             Schedule of Syndicated Loans and Payments of Principal
                                       to
                   Syndicated Note of The TJX Companies, Inc.,

                               Dated May ___, 2005



          Principal      Maturity
          Amount of    of Interest     Principal    Unpaid
Date         Loan         Period      Amount Paid   Balance
- ----      ----------   ------------   -----------   --------
                                        




                                        2



                                 EXHIBIT A-2 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                             Form of Swing Line Note

                                                                     May__, 2005

     THE TJX COMPANIES, INC., a Delaware corporation (the "Borrower"), promises
to pay to the order of _____________ (the "Swing Line Lender") the aggregate
unpaid principal amount of the Swing Line Loans made by the Swing Line Lender to
the Borrower pursuant to Article II of the Credit Agreement hereinafter referred
to (as the same may be amended or modified, the "Agreement"; capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement), in immediately available funds on the
dates and at the offices of Bank of America, N.A., as Administrative Agent,
specified in the Agreement, together with interest on the unpaid principal
amount hereof at the rates and on the dates determined in accordance with the
Agreement. The Borrower shall pay the principal of and accrued and unpaid
interest on each Swing Line Loan in full on the maturity date for such Swing
Line Loan determined in accordance with the Agreement.

     The Swing Line Lender shall, and is hereby authorized to, record on the
schedule attached hereto, or to otherwise record in accordance with its usual
practice, the date and amount and other pertinent terms of, and the interest
rate and interest payment dates applicable to, each Swing Line Loan, and the
date and amount of each principal payment hereunder.

     This Note is one of the Swing Line Notes issued pursuant to, and is
entitled to the benefits of, the 5-Year Revolving Credit Agreement, dated as of
May ___ , 2005, among the Borrower, the financial institutions parties thereto,
Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and
The Bank of New York, as Syndication Agents, and Citizens Bank of Massachusetts,
KeyBank National Association and Union Bank of California, N.A., as
Documentation Agents, to which Agreement, as it may be amended from time to
time, reference is hereby made for a statement of the terms and conditions
governing this Note, including the terms and conditions under which this Note
may be prepaid or its maturity date accelerated.

     The Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.

     This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.

                                        THE TJX COMPANIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



             Schedule of Swing Line Loans and Payments of Principal
                                       to
                   Swing Line Note of The TJX Companies, Inc.,

                               Dated May ___, 2005



          Principal    Maturity
          Amount of   of Interest    Principal    Unpaid
Date        Loan        Period      Amount Paid   Balance
- ----      ---------   -----------   -----------   -------
                                      




                                        2



                                  EXHIBIT B TO

                        5-YEAR REVOLVING CREDIT AGREEMENT

                                Required Opinions

     1. The Borrower is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware, with the corporate power
and authority necessary for the execution, delivery and performance of the Loan
Documents, the consummation of the credit transactions contemplated thereby, the
ownership of its properties and the conduct of the business now conducted and
permitted to be conducted by it in accordance with the Loan Documents.

     2. Each of the Credit Agreement and the Notes has been duly authorized,
executed and delivered by the Borrower and (subject to the qualifications stated
in the unnumbered paragraphs at the end hereof) constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.

     3. The execution, delivery and performance by the Borrower of the Loan
Documents, and the consummation of the credit transactions contemplated thereby,
do not, and the compliance by the Borrower with the terms thereof applicable to
it does not require approval of the Borrower's shareholders except such
approvals as have been obtained and will not, result in any violation of,
conflict with, constitute a default under or permit any party to accelerate the
payment of any obligation under, or result in the creation of a lien, mortgage,
security interest or other encumbrance upon the assets of the Borrower under,
any term or provision of: (a) its certificate of incorporation or by-laws, (b)
any federal law, statute, rule or governmental regulation, (c) the Delaware
General Corporation Law, or (d) any judgment, decree, indenture, mortgage, deed
of trust, loan agreement or other such instrument or agreement applicable to the
Borrower.

     4. No consent, approval, authorization or other action by, or notice to or
filing with, any federal or Delaware court or governmental authority is required
to be obtained or made by the Borrower on or prior to the date hereof in
connection with its execution, delivery or performance of the Loan Documents or
in connection with its consummation of the credit transactions contemplated
thereby, except for such consents, approvals, authorizations or other actions as
have been obtained or made (but in the case of a Delaware court or governmental
authority, only in respect of the General Corporation Law of the State of
Delaware), except where the failure to obtain such consent or make such filing
would not reasonably be expected to have a material adverse effect on the
business, assets or financial condition of the Borrower and its Subsidiaries,
taken as a whole.

     5. The making of the loans under the Credit Agreement and the application
of the proceeds thereof as provided in the Loan Documents will not violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System as
in effect on the date hereof.

     6. The Borrower is not an "investment company" or a company "controlled" by
an "investment company" within the meaning of the federal Investment Company Act
of 1940, as amended, or a "holding company" or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the federal Public
Utility Holding Company Act of 1935, as amended.



                                  EXHIBIT C TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                         Form of Compliance Certificate

To: The Lenders Parties To The
    Credit Agreement Described Below

     Pursuant to that certain 5-Year Revolving Credit Agreement dated as of May
______, 2005 (as amended, modified, renewed or extended from time to time, the
"Agreement") among The TJX Companies, Inc. (the "Borrower"), the Lenders party
thereto, Bank of America, N.A., as Administrative Agent (the "Administrative
Agent"), JPMorgan Chase Bank, N.A. and The Bank of New York, as Syndication
Agents, and Citizens Bank of Massachusetts, KeyBank National Association and
Union Bank of California, N.A., as Documentation Agents, the Borrower, through
its [chief financial officer], hereby delivers to the Administrative Agent
[together with the financial statements being delivered to the Administrative
Agent pursuant to Section 6.1 of the Credit Agreement] this Compliance
Certificate (the "Certificate")[for the accounting period from _________, 20___
to __________, 20___.] Unless otherwise defined hereto, capitalized terms used
in this Compliance Certificate have the meanings ascribed thereto in the
Agreement. With respect to the calculations set forth below, the provisions of
and definitions of terms in the Credit Agreement shall govern the calculation of
compliance with Section 6.16.

I.    MAXIMUM LEVERAGE RATIO (SECTION 6.16)

     (1)  The ratio of

               (a)

                     Funded Debt                  $_____________

                 +   (4 * Consolidated Rentals)   +_____________

                 =   NUMERATOR                    =_____________

     To

               (b)

                     EBITDAR                      $_____________

                 =   DENOMINATOR                  =_____________

          for the period from  _________________,  _____________ to
          ________________, ___________ is _________ to 1.0

     (2)  State whether the above calculated Leverage Ratio is greater than the
          maximum Leverage Ratio specified for such period in the Credit
          Agreement.
          Yes/No


                                        1



II. DEFAULT

(A) Does any Default or Unmatured Default exist?  Yes/No

     (B) If the answer to question(A) is yes, state the nature and status
thereof and the Borrower's plans with respect thereto on Schedule A.

     The Borrower hereby certifies, through its ___________________, that the
information set forth above is accurate as of ___________________, 20 ___, to
the best of such officer's knowledge, after dilligent inquiry, and that the
financial statements delivered herewith present fairly the financial position of
the Borrower and its Subsidiaries at the dates indicated and the result of their
operations and changes in their financial position for the periods indicated in
conformity with GAAP, consistently applied.

Dated ___________________, ___

                                        THE TJX COMPANIES, INC.


                                         By:
                                             -----------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                                --------------------------------


                                        2



                                  EXHIBIT D TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                          Form of Assignment Agreement

     This Assignment Agreement (this "Assignment Agreement") between ___________
(the "Assignor") and ______________ (the "Assignee") is dated as of ___________,
200__ . The parties hereto agree as follows:

     1. PRELIMINARY STATEMENT. The Assignor is a parry to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached
hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement and the other Loan Documents. The aggregate
Commitment (or Loans, if the applicable Commitment has been terminated)
purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

     3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of (i) the date specified in Item 5 of
Schedule 1 or (ii) two Business Days (or such shorter period agreed to by the
Administrative Agent) after a Notice of Assignment substantially in the form of
Exhibit I attached hereto, together with any consents and fees required by
Sections 12.3.1 and 12.3.2 of the Credit Agreement, has been delivered to the
Administrative Agent. In no event will the Effective Date occur, if the payments
required to be made by the Assignee to the Assignor on the Effective Date under
Sections 4 and 5 hereof are not made on the proposed Effective Date. The
Assignor will notify the Assignee of the proposed Effective Date no later than
the Business Day prior to the proposed Effective Date. As of the Effective Date,
(a) the Assignee shall have the rights and obligations of a Lender under the
Loan Documents with respect to the rights and obligations assigned to the
Assignee hereunder and (b) the Assignor shall relinquish its rights (other than
its rights pursuant to Sections 3.1, 3.2, 3.4, 3.5 and 9.7) and be released from
its corresponding obligations under the Loan Documents with respect to the
rights and obligations assigned to the Assignee hereunder.

     4. PAYMENTS OBLIGATIONS. On and after the Effective Date, the Assignee
shall be entitled to receive from the Administrative Agent all payments of
principal, interest and fees with respect to the interest assigned hereby. The
Assignee shall advance funds directly to the Administrative Agent with respect
to all Loans made on or after the Effective Date with respect to the interest
assigned hereby.[In consideration for the sale and assignment of Loans
hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an
amount equal to the principal amount of the portion of all Floating Rate Loans
assigned to the Assignee hereunder and (b) with respect to each Eurodollar Rate
Loan made by the Assignor and assigned to the Assignee hereunder which is
outstanding on the Effective Date, on the earliest of (i) the last day of the
Interest Period therefor, (ii) such earlier date agreed to by the Assignor and
the Assignee and (iii) the date on which any such Eurodollar Rate Loan either
becomes due (by acceleration or otherwise) or is prepaid (such earliest date
being hereinafter referred to as the "Payment Date), the Assignee shall pay the
Assignor an amount equal to the principal amount of the portion of



such Eurodollar Rate Loan assigned to the Assignee which is outstanding on the
Payment Date. If the Assignor and the Assignee agree that the Payment Date for
such Eurodollar Rate Loan shall be the affective Date, they shall agree on the
interest rate applicable to the portion of such Loan assigned hereunder for the
period from the Effective Date to the end of the existing Interest Period
applicable to such Eurodollar Rate Loan (the "Agreed Interest Rate") and any
interest received by the Assignee in excess of the Agreed Interest Rate shall be
remitted to the Assignor. In the event interest for the period from the
Effective Date to but not including the Payment Date is not paid by the Borrower
with respect to any Eurodollar Rate Loan sold by the Assignor to the Assignee
hereunder, the Assignee shall pay to the Assignor interest for such period on
the portion of such Eurodollar Rate Loan sold by the Assignor to the Assignee
hereunder at the applicable rate provided by the Credit Agreement. In the event
a prepayment of any Eurodollar Rate Loan which is existing on the Payment Date
and assigned by the Assignor to the Assignee hereunder occurs after the Payment
Date but before the end of the Interest Period applicable to such Eurodollar
Rate Loan, the Assignee shall remit to the Assignor the excess of the prepayment
penalty paid with respect to the portion of such Eurodollar Rate Loan assigned
to the Assignee hereunder over the amount which would have been paid if such
prepayment penalty was calculated based on the Agreed Interest Rate. The
Assignee will also promptly remit to the Assignor (a) any principal payments
received from the Administrative Agent with respect to Eurodollar Rate Loans
prior to the Payment Date and (b) any amounts of interest on Loans and fees
received from the Administrative Agent which relate to the portion of the Loans
or Commitment assigned to the Assignee hereunder for periods prior to the
Effective Date, in the case of Floating Rate Loans, or the Payment Date, in the
case of Eurodollar Rate Loans, and not previously paid by the Assignee to the
Assignor.]* In the event that either party hereto receives any payment to which
the other party hereto is entitled under this Assignment Agreement, then the
party receiving such amount shall promptly remit it to the other party hereto.

     5. FEES PAYABLE BY THE ASSIGNEE. The Assignee agrees to pay ___% of the
recordation fee required to be paid to the Administrative Agent in connection
with this Assignment Agreement pursuant to Section 12.3.2 of the Credit
Agreement.

     6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor. It is
understood and agreed that the assignment and assumption hereunder are made
without recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee. Neither the Assignor nor
any of its officers, directors, employees, agents or attorneys shall be
responsible for (a) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document, including
without limitation, documents granting the Assignor and the other Lenders a
security interest in assets of the Borrower or any guarantor, (b) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (c) financial condition or creditworthiness of the Borrower or
any guarantor, (d) the performance of or compliance with any of the terms or
provisions of any of the Loan Documents, (e) inspecting any of the Property,
books or records of the Borrower, (f) the validity, enforceability, perfection,
priority, condition, value or sufficiency of any collateral securing or
purporting to secure the Loans or (g) any mistake, error of judgment, or action
taken or omitted to be taken in connection with the Loans or the Loan Documents.

     7. REPRESENTATIONS OF THE ASSIGNEE. The Assignee (a) confirms that it has
received the copy of the Credit Agreement, together with copies of the financial
statements requested by the Assignee and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment Agreement, (b) agrees that it will, independently

- ----------
*    Each Assignor may insert its standard payment provisions in lien of the
     foregoing payment terms.


                                        2



and without reliance upon the Administrative Agent, the Assignor or any other
Lender and based on such documents and information that it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (c) appoints and authorizes the
Administrative Agent to take, such action as contractual representative on its
behalf and to exercise such powers under the Loan Documents as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, (d) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender, (e) agrees that its payment
instructions and notice instructions are as set forth in the attachment to
Schedule 1 [,] [and] (e) confirms that none of the funds, monies, assets or
other consideration being used to make the purchase and assumption hereunder are
"plan assets" as defined under ERISA and that its rights, benefits and interests
in and under the Loan Documents will not be "plan assets" under ERISA [and (f)
attaches the forms prescribed by the Internal Revenue Service of the United
States certifying that the Assignee is entitled to receive payments under the
Loan Documents without deduction or withholding of any United States federal
income taxes].*

     8. INDEMNITY. The Assignee agrees to indemnify and hold harmless the
Assignor against any and all losses, costs and expenses (including, without
limitation reasonable attorneys' fees) and liabilities incurred by the Assignor
in connection with or arising in any manner from the Assignee's non-performance
of the obligations assumed under this Assignment Agreement.

     9. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall
have the right pursuant to Section 12.3.1 of the Credit Agreement to assign the
rights which are assigned to the Assignee hereunder to any entity or person,
provided that (a) any such subsequent assignment does not violate any of the
terms and conditions of the Loan Documents or any law, rule, regulation, order,
writ, judgment injunction or decree and that any consent required under the
terms of the Loan Documents has been obtained and (b) unless the prior written
consent of the Assignor is obtained, the Assignee is not thereby released from
its obligations to the Assignor hereunder, if any remain unsatisfied, including,
without limitation, its obligations under Sections 4, 5 and 8 hereof.

     10. REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the Aggregate
Commitment occurs between the date of this Assignment Agreement and the
Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall
remain the same, but the dollar amount purchased shall be recalculated based on
the reduced Aggregate Commitment.

     11. ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of
Assignment embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.

     12. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, but without regard to the conflicts of laws provisions, of the
State of New York.

     13. NOTICES. Notices shall be given under this Assignment Agreement in the
manner set forth in the Credit Agreement. For the purpose hereof, the addresses
of the parties hereto (until notice of a change is delivered) shall be the
addresses set forth in the attachment to Schedule 1.

- ----------
*    To be inserted if the Assignee is not incorporated under the laws of the
     United States, or a state thereof.


                                        3



     IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                        [NAME OF ASSIGNOR]


                                        By:
                                             -----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [NAME OF ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        4



                                   SCHEDULE 1
                             to Assignment Agreement

1.   Description and Date of Credit Agreement:

     5-Year Revolving Credit Agreement dated as of May ___, 2005, among The TJX
     Companies, Inc., the financial institutions parties thereto (the
     "Lenders"), Bank of America, N.A., as Administrative Agent (the
     "Administrative Agent"), JPMorgan Chase Bank, N.A. and The Bank of New
     York, as Syndication Agents, and Citizens Bank of Massachusetts, KeyBank
     National Association and Union Bank of California, N.A., as Documentation
     Agents, as amended from time to time.

2.   Date of Assignment Agreement: ___________,

3.   Amounts (As of Date of Item 2 above):

     a.   Total of Commitments* under Credit Agreement               $_________

     b.   Assignee's Percentage of the Syndicated Loans purchased
          under the Assignment Agreement**                           __________%

     c.   Amount of Assigned Share in each Syndicated Loan
          purchased under the Assignment Agreement                   $_________

4.   Assignee's Aggregate Commitment Amount* Purchased Hereunder:    $_________

5.   Proposed Effective Date: __________

Accepted and Agreed:

[NAME OF ASSIGNOR]                      [NAME OF ASSIGNEE]


By:                                     By:
   ----------------------------------       ------------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

- ----------
*    If the Aggregate Commitment has been terminated, insert outstanding Loans
     in place of Commitments.

**   Percentage taken to 10 decimal places.



                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

         Attach Assignor's Administrative Information Sheet, which must
            include notice address for the Assignor and the Assignee.


                                        2



                                    EXHIBIT 1

                             to Assignment Agreement

                          FORM OF NOTICE OF ASSIGNMENT

                              ___________, 200__

To:   The TJX Companies, Inc.
      770 Cochituate Road
      Framingham, Massachusetts 01701
      Attention: Jeffrey G. Naylor, Chief Financial Officer

      Bank of America, N.A., as
      Administrative Agent
      1850 Gateway Boulevard
      Concord, California 94520

From: [NAME OF ASSIGNOR] (the "Assignor")

      [NAME OF ASSIGNEE] (the "Assignee") .

     1. We refer to the Credit Agreement (as it may be amended, modified,
renewed or extended from time to time, the "Credit Agreement") described in Item
1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein
and not otherwise defined herein shall have the meanings attributed to them in
the Credit Agreement.

     2. This Notice of Assignment (this "Notice") is given and delivered to the
Borrower and the Administrative Agent pursuant to Section 12.3.2 of the Credit
Agreement.

     3. The Assignor and the Assignee have entered into an Assignment Agreement,
dated as of , (the "Assignment"), pursuant to which, among other things, the
Assignor has sold, assigned, delegated and transferred to the Assignee, and the
Assignee has purchased, accepted and assumed from the Assignor the percentage
interest specified in Item 3 of Schedule 1 of all outstandings, rights and
obligations under the Credit Agreement. The Effective Date of the Assignment
shall be the later of the date specified in Item 5 of Schedule 1 or two Business
Days (or such shorter period as agreed to by the Administrative Agent) after
this Notice of Assignment and any consents and fees required by Sections 12.3.1
and 12.3.2 of the Credit Agreement have been delivered to the Administrative
Agent, provided that the Effective Date shall not occur if any condition
precedent agreed to by the Assignor and the Assignee has not been satisfied.

     4. The Assignor and the Assignee hereby give to the Borrower and the
Administrative Agent notice of the assignment and delegation referred to herein.
The Assignor will confer with the Administrative Agent before the date specified
in Item 5 of Schedule 1 to determine if the Assignment Agreement will become
effective on such date pursuant to Section 3 hereof, and will confer with the
Administrative Agent to determine, the Effective Date pursuant to Section 3
hereof if it occurs thereafter. The Assignor shall notify the Administrative
Agent if the Assignment Agreement does not become effective on any proposed
Effective Date as a result of the failure to satisfy the conditions, precedent
agreed to by the Assignor and the Assignee. At the request of the Administrative
Agent, the Assignor will give the Administrative Agent written confirmation of
the satisfaction of the conditions precedent.


                                        3


     5. The Assignor or the Assignee shall pay to the Administrative Agent on or
before the Effective Date the processing fee of $3,500 required by Section
12.3.2. of the Credit Agreement.

     6. If Notes are outstanding on the Effective Date, the Assignor and the
Assignee request and direct that the Administrative Agent prepare and cause the
Borrower to execute and deliver new Notes or, as appropriate, replacement Notes,
to the Assignor and the Assignee. The Assignor and, if applicable, the Assignee
each agree to deliver to the Administrative Agent the original Notes received by
it from the Borrower upon its receipt of new Notes in the appropriate amount.

     7. The Assignee advises the Administrative Agent that its notice and
payment instructions are set forth in the attachment to Schedule 1.

     8. The Assignee hereby represents and warrants that none of the funds,
monies, assets or other consideration being used to make the purchase pursuant
to the Assignment are "plan assets" as defined under ERISA and that its rights,
benefits, and interests in and under the Loan Documents will not be "plan
assets" under ERISA.

     9. The Assignee authorizes the Administrative Agent to act as its
contractual representative under the Loan Documents in accordance with the terms
thereof. The Assignee acknowledges that the Administrative Agent has no duty to
supply information with respect to the Borrower or the Loan Documents to the
Assignee until the Assignee becomes a party to the Credit Agreement.*

NAME OF ASSIGNOR                        NAME OF ASSIGNEE


By:                                     By:
    ---------------------------------      -------------------------------------
Title:                                  Title:
      -------------------------------          ---------------------------------


ACKNOWLEDGED AND CONSENTED TO BY        ACKNOWLEDGED AND CONSENTED TO BY
BANK OF AMERICA, NA., AS                THE TJX COMPANIES, INC.
ADMINISTRATIVE AGENT, SWING LINE
LENDER AND AS AN ISSUING LENDER


By:                                     By:
    ---------------------------------       ------------------------------------
Title:                                  Title
       ------------------------------         ----------------------------------


ACKNOWLEDGED AND CONSENTED TO BY        ACKNOWLEDGED AND CONSENTED TO BY
THE BANK OF NEW YORK, AS AN             JPMORGAN CHASE BANK, NATIONAL
ISSUING LENDER                          ASSOCIATION, AS AN ISSUING LENDER


By:                                     By:
   ----------------------------------       ------------------------------------
Title:                                  Title:
      -------------------------------          ---------------------------------

       [Attach photocopy of Schedule 1 to Assignment as Schedule 1 hereto]

- ----------
*    This paragraph may be eliminated if the Assignee is a party to the Credit
     Agreement prior to the Effective Date.


                                        4



                                  EXHIBIT E TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

             Form of Loan/Credit Related Money Transfer Instruction

To Bank of America, N.A.,
as Administrative Agent (the "Administrative Agent")
under the Credit Agreement
Described Below.

Re:  5-Year Revolving Credit Agreement, dated as of May __, 2005 (as the same
     may be amended or modified, the "Credit Agreement"), among The TJX
     Companies, Inc., the financial institutions parties thereto (the
     "Lenders"), Bank of America, N.A., as administrative agent (the
     "Administrative Agent") JPMorgan Chase Bank, N.A. and The Bank of New York,
     as Syndication Agents, and Citizens Bank of Massachusetts, KeyBank National
     Association and Union Bank of California, N.A., as Documentation Agents.
     Terms used herein and not otherwise defined shall have the meanings
     assigned thereto in the Credit Agreement.

     The Administrative Agent is specifically authorized and directed to act
upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the Borrower signed by two Authorized Officers; provided,
however, that the Administrative Agent may otherwise transfer funds as hereafter
directed in writing by an Authorized Officer of the Borrower, it being
understood that any change in standing wire transfer instructions for the
transfer of funds shall only be made upon the written direction of two
Authorized Officers.

Facility Identification Number(s):   ___________________________

Customer/Account Name:               ___________________________

Transfer Funds To:                   ___________________________

                                     ___________________________

For Account No.:                     ___________________________

Reference/Attention To:              ___________________________

Authorized Officer
(Customer Representative) Date       ___________________________


- -------------------------------------   ----------------------------------------
(Please Print)                          Signature


Bank Officer Name


- -------------------------------------   ----------------------------------------
(Please Print)                          Signature

(Deliver Completed Form to Credit Support Staff For Immediate Processing)



                                 EXHIBIT F-1 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                   Form of Syndicated Advance Borrowing Notice

                                     [Date]

Bank of America, N.A., as Administrative Agent
1850 Gateway Boulevard
Concord, California 94520

Ladies and Gentlemen:

     The undersigned, The TJX Companies, Inc., refers to the 5-Year Revolving
Credit Agreement, dated as of May ___, 2005 (as amended, the "Credit Agreement",
the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A. and
The Bank of New York, as Syndication Agents, and Citizens Bank of Massachusetts,
KeyBank National Association and Union Bank of California, N.A., as
Documentation Agents. The undersigned hereby gives you notice, irrevocably,
pursuant to Section 2.6 of the Credit Agreement that the undersigned hereby
requests a Syndicated Advance under the Credit Agreement, and in that connection
sets forth below the information relating to such Syndicated Advance (the
"Proposed Advance") as required by Section 2.6 of the Credit Agreement:

     (a)  The Borrowing Date for the Proposed Advance is _______________, 200__.

     (b)  The aggregate amount of the Proposed Advance is ___________.

     (c)  The Proposed Advance is to be [a Floating Rate Advance] [a Eurodollar
          Advance].

     (d)  The Interest Period for the Proposed Advance is _____ months.*

     The undersigned hereby certifies that the following statements are true on
     the date of the Proposed Advance:

     (A) The representations and warranties contained in Article V of the Credit
Agreement are correct in all material respects, before and after giving effect
to the Proposed Advance and to the application of the proceeds therefrom, as
though made on and as of such date (other than the representation and warranty
set forth in Section 5.5 of the Credit Agreement, which shall only be made by
the Borrower as of the date of the Credit Agreement), except to the extent any
such representation or warranty is stated to relate solely to an earlier date;
and

- ----------
*    To be included if the Proposed Advance is to be a Eurodollar Advance.



     (B) No Default or Unmatured Default has occurred and is continuing, or
would result from the Proposed Advance or from the application of the proceeds
therefrom.

                                        Very truly yours,

                                        THE TJX COMPANIES, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        2



                                 EXHIBIT F-2 TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                       Form of Swing Line Borrowing Notice

                                     [Date]

Bank of America, N.A., as Administrative Agent
1850 Gateway Boulevard
Concord, California 94520

Ladies and Gentlemen:

     The undersigned, The TJX Companies, Inc., refers to the 5-Year Revolving
Credit Agreement, dated as of May ___, 2005 (as amended, the "Credit Agreement",
the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A.,
and The Bank of New York, as Syndication Agents, and Citizens Bank of
Massachusetts, KeyBank National Association and Union Bank of California, N.A.,
as Documentation Agents. The undersigned hereby gives you notice, irrevocably,
pursuant to Section 2.9 of the Credit Agreement that the undersigned hereby
requests a Swing Line Loan under the Credit Agreement, and in that connection
sets forth below the information relating to such Swing Line Loan (the "Proposed
Advance") as required by Section 2.9 of the Credit Agreement:

     (a)  The Borrowing Date for the Proposed Advance is ______________, 200_.

     (b)  The aggregate amount of the Proposed Advance is ______________.

     The undersigned hereby certifies that the following statements are true on
the date of the Proposed Advance:

     (A) The representations and warranties contained in Article V of the Credit
Agreement are correct in all material respects, before and after giving effect
to the Proposed Advance and to the application of the proceeds therefrom, as
though made on and as of such date (other than the representation and warranty
set forth in Section 5.5 of the Credit Agreement, which shall only be made by
the Borrower as of the date of the Credit Agreement), except to the extent any
such representation or warranty is stated to relate solely to an earlier date;
and

     (B) No Default or Unmatured Default has occurred and is continuing, or
would result from the Proposed Advance or from the application of the proceeds
therefrom.

                                        Very truly yours,

                                        THE TJX COMPANIES, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                  EXHIBIT G TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                            Form of Prepayment Notice

                                     [Date]

Bank of America, N.A., as Administrative Agent
1850 Gateway Boulevard
Concord, California 94520

Ladies and Gentlemen:

     The undersigned, The TJX Companies, Inc., refers to the 5-Year Revolving
Credit Agreement, dated as of May ___, 2005 (as amended, the "Credit Agreement",
the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A.,
and The Bank of New York, as Syndication Agents, and Citizens Bank of
Massachusetts, KeyBank National Association and Union Bank of California, N.A.,
as Documentation Agents. The undersigned hereby gives you notice, irrevocably,
pursuant to Section 2.5 of the Credit Agreement that the undersigned hereby
elects to:

     prepay the Floating Rate Loans comprising part of the same Syndicated
Advance in aggregate principal amount of $_________ on _________, ___.

     prepay a Eurodollar Advance in aggregate principal amount of $____________
and with a current Interest Period ending ____________, ______, on ____________,
______.

                                        Very truly yours,

                                        THE TJX COMPANIES, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

- ----------
*    Include one or more of the following, as applicable.



                                  EXHIBIT H TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                     Form of Continuation/Conversion Notice

                                     [Date]

Bank of America N.A., as Administrative Agent
1850 Gateway Boulevard
Concord, California 94520

Ladies and Gentlemen:

     The undersigned, The TJX Companies, Inc., refers to the 5-Year Revolving
Credit Agreement, dated as of May ___, 2005 (as amended, the "Credit Agreement",
the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto, Bank of America, N.A., as
administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A. and
The Bank of New York, as Syndication Agents, and Citizens Bank of Massachusetts,
KeyBank National Association and Union Bank of California, N.A., as
Documentation Agents. The undersigned hereby gives you notice, irrevocably,
pursuant to Section 2.7 of the Credit Agreement that the undersigned hereby
elects to:

     convert a Floating Rate Advance in aggregate principal amount of $ ___ to a
Eurodollar Advance on ______, ___. The initial Interest Period for such
Eurodollar Advance is requested to be ______ month[s].

     convert a Eurodollar Advance in aggregate principal amount of $ ______and
with a current Interest Period ending ____________, ______, to a Floating Rate
Advance on _________, ___.

     continue a Eurodollar Advance in aggregate principal amount of $ ___and
with a current Interest Period ending _________, ___, as a Eurodollar Advance.
The succeeding Interest Period is requested to be ______month[s].

                                        Very truly yours,

                                        THE TJX COMPANIES, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

- ----------
*    Include one or more of the following, as applicable.



                                  EXHIBIT I TO
                        5-YEAR REVOLVING CREDIT AGREEMENT

                          Form of Designation Agreement

                             Dated _________, 200___

     Reference is made to the 5-Year Revolving Credit Agreement dated as of May
___, 2005 (as Amended or otherwise modified from time to time, the "Credit
Agreement") among The TJX Companies, Inc., a Delaware corporation (the
"Borrower"), the financial institutions named therein (the "Lenders"), Bank of
America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and The Bank
of New York, as Syndication Agents, and Citizens Bank of Massachusetts, KeyBank
National Association and Union Bank of California, N.A., as Documentation
Agents. Terms defined in the Credit Agreement are used herein as therein
defined.

     ___________________ (the "Designator"), __________________________ (the
"Designee"), and the Borrower, agree as follows:

     1. The Designator hereby designates the Designee, and the Designee hereby
accepts such designation, as its Designated Lender under the Credit Agreement.

     2. The Designator makes no representations or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto.

     3. The Designee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Article 5 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Designation Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent, the Designator or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking any action it may be
permitted to take under the Credit Agreement; (iii) confirms that it is an
Eligible Designee; (iv) appoints and authorizes the Designator as its
administrative agent and attorney-in-fact and grants the Designator an
irrevocable power of attorney to receive payments made for the benefit of the
Designee under the Credit Agreement and to deliver and receive all
communications and notices under the Credit Agreement, if any, that Designee is
obligated to deliver or has the right to receive thereunder; (v) acknowledges
that it is subject to and bound by the confidentiality provisions of the Credit
Agreement (except as permitted under Section 9.14 thereof); and (vi)
acknowledges that the Designator retains the sole right and responsibility to
vote under the Credit Agreement, including, without limitation, the right to
approve any amendment, modification or waiver of any provision of the Credit
Agreement, and agrees that the Designee shall be bound by all such votes,
approvals, amendments, modifications and waivers and all other agreements of the
Designator pursuant to or in connection with the Credit Agreement, all subject
to Section 8.2 of the Credit Agreement.

     4. Following the execution of this Designation Agreement by the Designator,
the Designee and the Borrower, it will be delivered to the Administrative Agent
for acceptance and recording by the Administrative Agent. The effective Date of
this Designation Agreement shall be the date of acceptance thereof by the
Administrative Agent, unless otherwise specified on the signature page hereto
(the "Effective Date").



     5. Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date(a) the Designee shall have the right to make Loans as a
Lender pursuant to Section 2.1 or 2.9 of the credit Agreement and the rights of
a Lender related thereto and (b) the making of any such Loans by the Designee
shall satisfy the obligations of the Designator under the Credit Agreement to
the same extent, and as if, such Loans were made by the Designator.

     6. This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.



     IN WITNESS WHEREOF, the parties have caused this Designation Agreement to
be executed by their respective officers hereunto duly authorized, as of the
date first above written.

Effective Date(1):

                                        [NAME OF DESIGNATOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [NAME OF DESIGNEE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        THE TJX COMPANIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Accepted and Approved this
_______ day of _____, __

BANK OF AMERICA, N.A.,
as Administrative Agent


By:
    ---------------------------------
Title:
       ------------------------------

- ----------
(1)  This date should be no earlier than the date of acceptance by the
     Administrative Agent.

EX-10.2

Exhibit 10.2

PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED AND WILL BE FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

EMPLOYMENT AGREEMENT

DATED AS OF JUNE 2, 2009

BETWEEN BERNARD CAMMARATA AND THE TJX COMPANIES, INC.

INDEX	PAGE
1. EFFECTIVE DATE; TERM OF AGREEMENT		1
2. SCOPE OF EMPLOYMENT		1
3. COMPENSATION AND BENEFITS		2
4. TERMINATION OF EMPLOYMENT; IN GENERAL		3
5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT		4
6. OTHER TERMINATION		5
7. BENEFITS UPON CHANGE OF CONTROL		6
8. AGREEMENT NOT TO SOLICIT OR COMPETE		6
9. ASSIGNMENT		9
10. NOTICES		9
11. WITHHOLDING; CERTAIN TAX MATTERS		9
12. GOVERNING LAW		10
13. ARBITRATION		10
14. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE		10
15. ENTIRE AGREEMENT		11
EXHIBIT A
CERTAIN DEFINITIONS		A-1
EXHIBIT B
DEFINITION OF “CHANGE OF CONTROL”		B-1
EXHIBIT C
CHANGE OF CONTROL BENEFITS		C-1
EXHIBIT D
COMPETITIVE BUSINESSES		D-1

-i-

BERNARD CAMMARATA

EMPLOYMENT AGREEMENT

     AGREEMENT dated as of June 2, 2009 between BERNARD CAMMARATA (“Executive”) and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framingham, Massachusetts 01701 (the “Company”).

RECITALS

     Executive has been employed by the Company as Chairman of the Board and in other executive capacities, most recently pursuant to an employment agreement dated as of June 6, 2006, as amended. The Company and Executive intend that Executive shall be employed by the Company on the terms set forth below and, to that end, deem it desirable and appropriate to enter into this Agreement.

AGREEMENT

     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of June 2, 2009 (the “Effective Date”) and, as of that date, shall supersede the employment agreement dated as of June 6, 2006, as amended. Executive’s employment by the Company shall continue on the terms provided herein until the date of the annual meeting of stockholders of the Company occurring in 2012 (the “2012 meeting date”), subject to earlier termination as provided herein (such period of employment from and after the Effective Date hereinafter called the “Employment Period”). This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

2. SCOPE OF EMPLOYMENT.

     (a) Nature of Services. During the term hereof, Executive shall diligently perform the duties and responsibilities of Chairman of the Board upon election or reelection to such position by the Board, and such additional executive duties and responsibilities as shall from time to time be assigned to him by the Board. In any matter in which the Board or Committee deliberates or takes action with respect to this Agreement, Executive, if then a member of the body so deliberating or taking action, shall recuse himself.

     (b) Extent of Services. Executive shall devote such time and efforts as are reasonably necessary to the proper performance of his duties hereunder, it being understood that such duties are not expected to require Executive’s full-time attention and that Executive may, during the Employment Period, participate in other activities (including, without limitation, charitable or

community activities, activities in trade or professional organizations, service on other boards or similar bodies, and investments in other enterprises), provided that such other activities (i) would be permitted under Section 8, and (ii) are not otherwise inconsistent with Executive’s position, duties and responsibilities hereunder.

3. COMPENSATION AND BENEFITS.

     (a) Base Salary. Executive shall be paid a Base Salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. The rate at which Executive’s Base Salary shall be paid shall be $500,000 per year or such other rate (not less than $500,000 per year) as the Committee may determine after Committee review. Executive’s Base Salary shall be reviewed by the Committee no later than February 2010 or, if earlier, when other senior executive base salaries are reviewed.

     (b) Existing Awards Under Stock Incentive Plan. Any stock-based awards previously made to Executive under the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”) shall continue for such period or periods and in accordance with such terms as are set out in the grant and other governing documents relating to such awards (including for this purpose any prior employment agreement in effect between Executive and the Company insofar as it relates by its express terms to any such awards), and shall not be affected by the terms of this Agreement except as otherwise expressly provided herein.

     (c) New Award. Effective as of the Effective Date, Executive has received an award under the Stock Incentive Plan of 20,000 shares of performance-based restricted stock in connection with the execution of this Agreement (the “new PBRS award”) that shall be subject to the vesting terms described in (i) and (ii) below.

     (i) Subject to satisfaction by Executive of the service condition specified in Section 3(c)(ii) below, the new PBRS award will vest on the April date in calendar 2010 when the Committee certifies as to MIP performance results for FYE 2010 (the “determination date”) but only if the Committee certifies that MIP performance for FYE 2010 has been achieved at a level providing for MIP payout of at least 67% of the target payout amount; provided that, if for FYE 2010 the Committee certifies that MIP performance has been achieved at a level authorizing some MIP payout but less than 67% of the target payout amount, the number of shares of the new PBRS award vesting shall be prorated on a straight line basis (with zero shares vesting if no MIP payout is authorized);

     (ii) Except as hereinafter provided or as provided in the award agreement, the new PBRS award shall not vest unless Executive remains employed through January 30, 2010. Notwithstanding the foregoing, if Executive’s employment by the Company is terminated by the Company other than for Cause prior to January 30, 2010, subject to Section 8 below, the new PBRS award shall remain outstanding following such termination and shall vest, if at all, in accordance with Section 3(c)(i) above, provided that, to the extent any portion of the new PBRS award does not so vest, such portion shall be forfeited as of the determination date.

-2-

     (d) Continued Participation in Certain Benefits. During the Employment Period, Executive shall continue to be eligible to participate in the employee benefit and fringe benefit plans and programs in effect on the date hereof and made available to executives of the Company generally (including, without limitation, the tax-qualified retirement and profit-sharing plans maintained for the benefit of Company employees (the “Qualified Plans”), and the ESP (subject to clause (iii) below)), in each case in accordance with the terms of such plans or programs as in effect from time to time, subject to the following:

     (i) Executive shall not be entitled to participate in any awards under the Company’s Long Range Performance Incentive Plan or under the Company’s Management Incentive Plan.

     (ii) The Committee shall periodically consider, and may from time to time grant, awards to Executive under the Stock Incentive Plan in addition to those described in Section 3(b) and Section 3(c) above, such additional awards, if any, to be granted in such form and with such terms as the Committee in its discretion may determine.

     (iii) Executive shall not be entitled to any employer credits under ESP.

     (iv) Executive shall have no rights to benefits under the Company’s Supplemental Executive Retirement Plan (“SERP”).

Except as provided in Section 3(d)(iii) above, Executive’s entitlement to benefits, if any, under those Company employee and fringe benefit plans and programs in which he participates will be determined in accordance with the terms of the applicable plan or program.

4. TERMINATION OF EMPLOYMENT; IN GENERAL.

     (a) The Company shall have the right to end Executive’s employment at any time and for any reason, with or without Cause.

     (b) Executive’s employment shall terminate upon written notice by the Company to Executive (or, if earlier, to the extent consistent with the requirements of Section 409A, upon the expiration of the twenty-nine (29)-month period commencing upon Executive’s absence from work) if, by reason of Disability, Executive is unable to perform his duties for at least six continuous months. Any termination pursuant to this Section 4(b) shall be treated for purposes of Section 5 and the definition of “Change of Control Termination” at subsection (f) of Exhibit A as a termination by reason of Disability.

     (c) Whenever the Employment Period shall terminate, Executive shall resign all offices or other positions he shall hold with the Company and any affiliated corporations, including all positions on the Board. For the avoidance of doubt, the Employment Period shall terminate upon termination of Executive’s employment for any reason.

-3-

5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT.

     (a) Certain Terminations Prior to the 2012 meeting date. If the Employment Period shall have terminated prior to the 2012 meeting date by reason of (I) death or Disability of Executive, (II) termination by the Company for any reason other than Cause, or (III) a Constructive Termination, then all compensation and benefits for Executive shall be as follows:

     (i) For a period of twelve (12) months after the Date of Termination (the “termination period”), the Company will pay to Executive or his legal representative, without reduction for compensation earned from other employment or self employment, continued Base Salary at the rate in effect at termination of employment, in accordance with its regular payroll practices for executive employees of the Company (but not less frequently than monthly); provided, that if Executive is a Specified Employee at the relevant time, the Base Salary that would otherwise be payable during the six-month period beginning on the Date of Termination shall instead be accumulated and paid, without interest, in a lump sum on the date that is six (6) months and one day after such date (or, if earlier, the date of Executive’s death); and further provided, that if Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under this clause shall be paid at a rate equal to the excess of (a) the rate of Base Salary in effect at termination of employment, over (b) the long-term disability compensation benefits for which Executive is approved under such plan.

     (ii) If Executive elects so-called “COBRA” continuation of group health plan coverage provided pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, there shall be added to the amounts otherwise payable under Section 5(a)(i) above, during the continuation of such coverage but not beyond the end of the termination period, an amount (grossed up for federal and state income taxes) equal to the participant cost of such coverage during such period, except to the extent that Executive shall obtain no less favorable coverage from another employer or from self-employment in which case such additional payments shall cease immediately.

     (iii) In addition, the Company will pay to Executive or his legal representative such vested amounts as shall then remain credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs.

     (iv) Executive or his legal representative shall be entitled to the benefits described in Section 3(b) (Existing Awards Under Stock Incentive Plan) and Section 3(c) (New Award), and any other awards under the Stock Incentive Plan, in accordance with and subject to the terms of the applicable arrangement (including, for the avoidance of doubt, any award-related provision of this Agreement), and to payment of his vested benefits, if any, under the Qualified Plans.

     (v) If termination occurs by reason of Disability, Executive shall be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term disability

-4-

plan. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under Section 5(a)(i) above, and if the sum of such payments (the “combined salary/disability benefit”) exceeds the payment for such period to which Executive is entitled under Section 5(a)(i) above (determined without regard to the proviso set forth therein), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined salary/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (vi) Except as expressly set forth above or as required by law, Executive shall not be entitled to continue participation during the termination period in any employee benefit or fringe benefit plans, except for continuation of any automobile allowance which shall be added to the amounts otherwise payable under Section 5(a)(i) above during the continuation of such coverage but not beyond the end of the termination period.

     (b) Termination on the 2012 meeting date. Unless earlier terminated or except as otherwise mutually agreed by Executive and the Company, Executive’s employment with the Company shall terminate on the 2012 meeting date. Unless the Company in connection with such termination shall offer to Executive continued service in a position acceptable to Executive and upon mutually and reasonably agreeable terms, Executive shall be treated as having been terminated under Section 5(a)(II) on the day immediately preceding the 2012 meeting date and shall be entitled to the compensation and benefits described in Section 5(a) in respect of such a termination, subject, for the avoidance of doubt, to the other provisions of this Agreement including, without limitation, Section 8. If the Company in connection with such termination offers to Executive continued service in a position acceptable to Executive and upon mutually and reasonably agreeable terms, and Executive declines such service, he shall be treated for all purposes of this Agreement as having terminated his employment voluntarily on the 2012 meeting date and he shall be entitled only to those benefits to which he would be entitled under Section 6(a) (Voluntary termination of employment). For purposes of the two preceding sentences, “service in a position acceptable to Executive” shall mean service in a position comparable to the position in which Executive was serving immediately prior to the 2012 meeting date, as reasonably determined by the Board, or service in such other position, if any, as may be acceptable to Executive.

6. OTHER TERMINATION.

     (a) Voluntary termination of employment. If Executive terminates his employment voluntarily and other than as provided in Section 5(a)(III), Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to the following: (i) such vested amounts, if any, as are credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs; (ii) any vested benefits described at Section 3(b) (Existing Awards Under Stock Incentive Plan) and Section 3(c) (New Award), and vested benefits under any other Stock Incentive Plan awards; and (iii) any vested benefits under the Qualified Plans. No other benefits

-5-

shall be paid under this Agreement upon a voluntary termination of employment under this Section 6(a).

     (b) Termination for Cause. If the Company should end Executive’s employment for Cause, all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than the benefits described at Section 6(a) above. The Company does not waive any rights it may have for damages or for injunctive relief.

7. BENEFITS UPON CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C; provided, for the avoidance of doubt, that the provisions of Section 11 of this Agreement shall also apply to the determination and payment of any payments or benefits pursuant to Exhibit C.

8. AGREEMENT NOT TO SOLICIT OR COMPETE.

     (a) During the Employment Period and for a period of twenty-four (24) months thereafter (the “Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor) (i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an employee, director, consultant, advisor or other service provider, (ii) recommend any protected person for employment or other engagement with any person or entity other than the Company and its Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to persuade, induce or encourage any protected person to discontinue employment or engagement with the Company or its Subsidiaries, or recommend to any protected person any employment or engagement other than with the Company or its Subsidiaries, (iv) accept services of any sort (whether for compensation or otherwise) from any protected person, or (v) participate with any other person or entity in any of the foregoing activities. Any individual or entity to which Executive provides services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a shareholder, member, partner, joint venturer or investor, excluding interests in the common stock of any publicly traded corporation of one percent (1%) or less), and any individual or entity that is affiliated with any such individual or entity, shall, for purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of Executive with respect to any “protected person” who worked with Executive at any time during the six months prior to termination of the Employment Period. A “protected person” is a person who at the time of termination of the Employment Period, or within six months prior thereto, is or was employed by the Company or any of its Subsidiaries either in a position of Assistant Vice President or higher, or in a salaried position in any merchandising group. As to (I) each “protected person” to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III) each limitation on (A) employment or other engagement, (B) solicitation and (C) unsolicited acceptance of services, of each “protected person” and (IV) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) shall be deemed to be separate and independent agreements. In the event of unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be deemed automatically reformed in order to allow for the greatest degree of enforceability authorized by law or, if no such

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reformation is possible, deleted from the provisions hereof entirely, and such reformation or deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.

     (b) During the course of his employment, Executive will have learned vital trade secrets of the Company and its Subsidiaries and will have access to confidential and proprietary information and business plans of the Company and its Subsidiaries. Therefore, during the Employment Period and for a period of twenty-four (24) months thereafter (the “Noncompetition Period”), Executive will not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor (disregarding in this connection passive ownership for investment purposes of common stock representing one percent (1%) or less of the voting power or value of any publicly traded corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or fees-for-services relationship or arrangement with, or advise with respect to the organization or conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person that engages in any “competitive business” as hereinafter defined, nor shall Executive undertake any planning to engage in any such activities. The term “competitive business” (i) shall mean any business (however organized or conducted) that competes with a business in which the Company or any of its Subsidiaries was engaged, or in which the Company or any Subsidiary was planning to engage, at any time during the 12-month period immediately preceding the date on which the Employment Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A) any business specified on Exhibit D to this Agreement, and (B) any other off-price, promotional, or warehouse-club-type retail business, however organized or conducted, that sells apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of merchandise sold by the Company or any of its Subsidiaries at the termination of the Employment Period. For purposes of this subsection (b), a “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or its Subsidiaries, and reference to any Person (the “first Person”) shall be deemed to include any other Person that controls, is controlled by or is under common control with the first Person. If, at any time, pursuant to action of any court, administrative, arbitral or governmental body or other tribunal, the operation of any part of this subsection shall be determined to be unlawful or otherwise unenforceable, then the coverage of this subsection shall be deemed to be reformed and restricted as to substantive reach, duration, geographic scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in which such determination is made.

     (c) Executive shall never use or disclose any confidential or proprietary information of the Company or its Subsidiaries other than as required by applicable law or during the Employment Period for the proper performance of Executive’s duties and responsibilities to the Company and its Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the exclusive property of the Company and its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the Company at such time or times as the Company may specify all Documents then in Executive’s possession or control. In addition, upon termination

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of employment for any reason other than the death of Executive, Executive shall immediately return all Documents, and shall execute a certificate representing and warranting that she has returned all such Documents in Executive’s possession or under his control.

     (d) If, during the Employment Period or at any time following termination of the Employment Period, regardless of the reason for such termination, Executive breaches any provision of this Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, with interest at the prime rate in effect at Bank of America, or its successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5; (ii) any unexercised stock options and stock appreciation rights held by Executive; (iii) if any other stock-based award vested in connection with termination of the Employment Period, whether occurring prior to, simultaneously with, or following such breach, or subsequent to such breach and prior to termination of the Employment Period, the value of such stock-based award at time of vesting plus any additional gain realized on a subsequent sale or disposition of the award or the underlying stock; and (iv) in respect of each stock option or stock appreciation right exercised by Executive within six (6) months prior to any such breach or subsequent thereto and prior to the forfeiture and disgorgement required by this Section 8(d), the excess over the exercise price (or base value, in the case of a stock appreciation right) of the greater of (A) the fair market value at time of exercise of the shares of stock subject to the award, or (B) the number of shares of stock subject to such award multiplied by the per-share proceeds of any sale of such stock by Executive.

     (e) Executive shall notify the Company immediately upon securing employment or becoming self-employed at any time within the Noncompetition Period or the Nonsolicitation Period, and shall provide to the Company such details concerning such employment or self-employment as it may reasonably request in order to ensure compliance with the terms hereof.

     (f) Executive hereby advises the Company that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 8, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, confidential information and other legitimate business interests of the Company and its Subsidiaries, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by them. Executive agrees that Executive will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were Executive to breach any of the provisions of this Section 8, the harm to the Company and its Subsidiaries would be irreparable. Executive therefore agrees that, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with enforcing its rights hereunder. Executive further agrees that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to

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be modified to permit its enforcement to the maximum extent permitted by law. Finally, Executive agrees that the Noncompetition Period and the Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which Executive is in violation of any of the terms of this Section 8, in order that the Company shall have the agreed-upon temporal protection recited herein.

     (g) Executive agrees that if any of the restrictions in this Section 8 is held to be void or ineffective for any reason but would be held to be valid and effective if part of its wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective. Executive further agrees that the restrictions contained in each subsection of this Section 8 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions.

     (h) Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company and its Subsidiaries, and any successor or permitted assign to whose employ Executive may be transferred, without the necessity that this Agreement be re-signed at the time of such transfer. Executive further agrees that no changes in the nature or scope of his employment with the Company will operate to extinguish the terms and conditions set forth in Section 8, or otherwise require the parties to re-sign this Agreement.

     (i) The provisions of this Section 8 shall survive the termination of the Employment Period and the termination of this Agreement, regardless of the reason or reasons therefor, and shall be binding on Executive regardless of any breach by the Company of any other provision of this Agreement.

9. ASSIGNMENT. The rights and obligations of the Company shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The rights and obligations of Executive are not assignable except only that payments payable to him after his death shall be made to his estate except as otherwise provided by the applicable plan or award documentation, if any.

10. NOTICES. All notices and other communications required hereunder shall be in writing and shall be given by mailing the same by certified or registered mail, return receipt requested, postage prepaid. If sent to the Company the same shall be mailed to the Company at 770 Cochituate Road, Framingham, Massachusetts 01701, Attention: Chairman of the Executive Compensation Committee, or other such address as the Company may hereafter designate by notice to Executive; and if sent to Executive, the same shall be mailed to Executive at his address as set forth in the records of the Company or at such other address as Executive may hereafter designate by notice to the Company.

11. WITHHOLDING; CERTAIN TAX MATTERS. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) to the extent any payment hereunder that is payable by reason of termination of Executive’s employment constitutes “nonqualified deferred compensation” subject to Section 409A and would otherwise have been required to be paid

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during the six (6)-month period following such termination of employment, it shall instead (unless at the relevant time Executive is no longer a Specified Employee) be delayed and paid, without interest, in a lump sum on the date that is six (6) months and one day after Executive’s termination (or, if earlier, the date of Executive’s death). The parties hereto acknowledge that in addition to any delay required under Section 11, it may be desirable, in view of regulations or other guidance issued under Section 409A, to amend provisions of the Agreement to avoid the acceleration of tax or the imposition of additional tax under Section 409A and that the Company will not unreasonably withhold its consent to any such amendments which in its determination are (i) feasible and necessary to avoid adverse tax consequences under Section 409A for Executive, and (ii) not adverse to the interests of the Company. Executive acknowledges and agrees that except for the gross-up entitlement described in Section 5(a)(ii) of this Agreement, the Company shall not be liable to make Executive whole for any taxes that may become due or payable by reason of this Agreement or any payment, benefit or entitlement hereunder.

12. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the Commonwealth of Massachusetts.

13. ARBITRATION. In the event that there is any claim or dispute arising out of or relating to this Agreement, or the breach thereof, and the parties hereto shall not have resolved such claim or dispute within sixty (60) days after written notice from one party to the other setting forth the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by binding arbitration in Boston, Massachusetts in accordance with the Rules Governing Resolutions of Employment Disputes of the American Arbitration Association by an arbitrator mutually agreed upon by the parties hereto or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing, if either the Company or Executive shall request, such arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by Executive and the third selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. Judgment upon the award rendered by such arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of either party.

14. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE. All references in the Agreement to termination of employment, a termination of the Employment Period, or separation from service, and correlative terms, that result in the payment or vesting of any amounts or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A shall be construed to require a Separation from Service, and the Date of Termination in any such case shall be construed to mean the date of the Separation from Service.

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15. ENTIRE AGREEMENT. This Agreement, including Exhibits, represents the entire agreement between the parties relating to the terms of Executive’s employment by the Company and supersedes all prior written or oral agreements between them, except to the extent provided herein; provided, that this Agreement shall not be construed as superseding or modifying the Restoration Agreement dated December 31, 2002 between the Company and Executive and the letter agreement dated December 31, 2002 relating to certain tax matters.

/s/ Bernard Cammarata
Executive
THE TJX COMPANIES, INC.
By	/s/ Carol Meyrowitz
President and Chief Executive Officer

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EXHIBIT A

Certain Definitions

     In this Agreement, the following terms shall have the following meanings:

     (a) “Base Salary” means, for any period, the amount described in Section 3(a).

     (b) “Board” means the Board of Directors of the Company.

     (c) “Cause” means dishonesty by Executive in the performance of his duties, conviction of a felony (other than a conviction arising solely under a statutory provision imposing criminal liability upon Executive on a per se basis due to the Company offices held by Executive, so long as any act or omission of Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board), gross neglect of duties (other than as a result of Disability or death), or conflict of interest which conflict shall continue for thirty (30) days after the Company gives written notice to Executive requesting the cessation of such conflict.

     In respect of any termination during a Standstill Period, Executive shall not be deemed to have been terminated for Cause until the later to occur of (i) the 30th day after notice of termination is given and (ii) the delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Company’s directors at a meeting called and held for that purpose (after reasonable notice to Executive), and at which Executive together with his counsel was given an opportunity to be heard, finding that Executive was guilty of conduct described in the definition of “Cause” above, and specifying the particulars thereof in detail; provided, however, that the Company may suspend Executive and withhold payment of his Base Salary from the date that notice of termination is given until the earliest to occur of (A) termination of Executive for Cause effected in accordance with the foregoing procedures (in which case Executive shall not be entitled to his Base Salary for such period), (B) a determination by a majority of the Company’s directors that Executive was not guilty of the conduct described in the definition of “Cause” effected in accordance with the foregoing procedures (in which case Executive shall be reinstated and paid any of his previously unpaid Base Salary for such period), or (C) ninety (90) days after notice of termination is given (in which case Executive shall then be reinstated and paid any of his previously unpaid Base Salary for such period). If Base Salary is withheld and then paid pursuant to clause (B) or (C) of the preceding sentence, the amount thereof shall be accompanied by simple interest, calculated on a daily basis, at a rate per annum equal to the prime or base lending rate, as in effect at the time, of the Company’s principal commercial bank. The Company shall exercise its discretion under this paragraph consistent with the requirements of Section 409A or the requirements for exemption from Section 409A.

     (d) “Change in Control Event” means a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company.

     (e) “Change of Control” has the meaning given it in Exhibit B.

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     (f) “Change of Control Termination” means the termination of Executive’s employment during a Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or (3) by reason of death or Disability.

     For purposes of this definition, termination for “good reason” shall mean the voluntary termination by Executive of his employment within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of any one of the events described below, provided, that Executive gives notice to the Company within sixty (60) days of the first occurrence of any such event or condition, requesting that the pertinent event or condition described therein be remedied, and the situation remains unremedied upon expiration of the thirty (30)-day period commencing upon receipt by the Company of such notice:

(I)	the assignment to him of any duties inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change of Control, or any removal of Executive from or any failure to reelect him to such positions, except in connection with the termination of Executive’s employment by the Company for Cause or by Executive other than for good reason, or any other action by the Company which results in a diminishment in such position, authority, duties or responsibilities; or
(II)	if Executive’s rate of Base Salary for any fiscal year is less than 100% of the rate of Base Salary paid to Executive in the completed fiscal year immediately preceding the Change of Control or if Executive’s total cash compensation opportunities, including salary and incentives, for any fiscal year are less than 100% of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control; or
(III)	the failure of the Company to continue in effect any benefits or perquisites, or any pension, life insurance, medical insurance or disability plan in which Executive was participating immediately prior to the Change of Control unless the Company provides Executive with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to the Change of Control; or
(IV)	any purported termination of Executive’s employment by the Company for Cause during a Standstill Period which is not effected in compliance with paragraph (c) above; or
(V)	any relocation of Executive of more than forty (40) miles from the place where Executive was located at the time of the Change of Control; or
(VI)	any other breach by the Company of any provision of this Agreement; or
(VII)	the Company sells or otherwise disposes of, in one transaction or a series of related transactions, assets or earning power aggregating more than 30% of the assets (taken at asset value as stated on the books of the Company determined in

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accordance with generally accepted accounting principles consistently applied) or earning power of the Company (on an individual basis) or the Company and its Subsidiaries (on a consolidated basis) to any other Person or Persons (as those terms are defined in Exhibit B).

     (g) “Code” means the Internal Revenue Code of 1986, as amended.

     (h) “Committee” means the Executive Compensation Committee of the Board.

     (i) “Constructive Termination” means a termination of employment by Executive (I) occurring within one hundred twenty (120) days of a requirement by the Company that Executive relocate, without his prior written consent, more than forty (40) miles from the current corporate headquarters of the Company, but only if (i) Executive shall have given to the Company notice of intent to terminate within sixty (60) days following notice to Executive of such required relocation and (ii) the Company shall have failed, within thirty (30) days thereafter, to withdraw its notice requiring Executive to relocate, or (II) in the event that Executive is removed, fails to be nominated to serve, or fails to be reelected, as a Director or as Chairman without his prior written consent. For purposes of clause (I) above, the one hundred twenty (120) day period shall commence upon the end of the thirty (30)-day cure period, if the Company fails to cure within such period.

     (j) “Date of Termination” means the date on which Executive’s employment terminates.

     (k) “Disabled”/“Disability” means a medically determinable physical or mental impairment that (i) can be expected either to result in death or to last for a continuous period of not less than six months and (ii) causes Executive to be unable to perform the duties of his position of employment or any substantially similar position of employment to the reasonable satisfaction of the Committee.

     (l) “Effective Date” has the meaning set forth in Section 1.

     (m) “Employment Period” has the meaning set forth in Section 1.

     (n) “ESP” means the Company’s Executive Savings Plan.

     (o) “GDCP” means the Company’s General Deferred Compensation Plan or any successor plan.

     (p) “Qualified Plans” has the meaning set forth in Section 3(d).

     (q) “Section 409A” means Section 409A of the Code.

     (r) “Separation from Service” shall mean a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations under Section 409A) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of such Treasury Regulations. The Committee may, but need not, elect in writing, subject to the applicable

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limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of the Agreement.

     (s) “SERP” has the meaning set forth in Section 3(d)(iv).

     (t) “Specified Employee” shall mean an individual determined by the Committee or its delegate to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of the Agreement.

     (u) “Standstill Period” means the period commencing on the date of a Change of Control and continuing until the close of business on the earlier of the day immediately preceding the 2012 meeting date or the last business day of the 24th calendar month following such Change of Control.

     (v) “Stock” means the common stock, $1.00 par value, of the Company.

     (w) “Stock Incentive Plan” has the meaning set forth in Section 3(b).

     (x) “Subsidiary” means any corporation in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock.

     (y) “2012 meeting date” has the meaning set forth in Section 1.

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EXHIBIT B

Definition of “Change of Control”

     “Change of Control” shall mean the occurrence of any one of the following events:

     (a) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that no transaction shall be deemed to be a Change of Control (i) if the person or each member of a group of persons acquiring control is excluded from the definition of the term “Person” hereunder or (ii) unless the Committee shall otherwise determine prior to such occurrence, if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring control; or

     (b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any employee benefit plan of the Company or such a subsidiary becomes the owner of 20% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or

     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Company’s Board of Directors and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; or

     (d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control if, immediately after such transaction, Executive or any Executive Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of the Company owned by Executive and any Executive Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of the Company immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in

B-1

the same manner as ownership of Common Stock); and provided further, that, for purposes of this paragraph (d), a Change of Control shall not be deemed to have taken place unless and until the acquisition, merger or consolidation contemplated by such agreement is consummated (but immediately prior to the consummation of such acquisition, merger or consolidation, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).

In addition, for purposes of this Exhibit B the following terms have the meanings set forth below:

     “Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board of Directors of the Company shall expressly so determine in any future transaction or transactions.

     A Person shall be deemed to be the “owner” of any Common Stock:

     (i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or

     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or

     (iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.

     An “Executive Related Party” shall mean any affiliate or associate of Executive other than the Company or a majority-owned subsidiary of the Company. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, the Company).

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EXHIBIT C

Change Of Control Benefits

     C.1. Benefits Upon a Change of Control Termination.

     (a) The Company shall pay to Executive (A) as hereinafter provided an amount equal to two times his Base Salary for one year at the rate in effect immediately prior to the Date of Termination or the Change of Control, whichever is higher plus (B) within thirty (30) days following the Change of Control Termination, the accrued and unpaid portion of his Base Salary through the Date of Termination, subject to the following. If Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under (A) shall be reduced by the annual long-term disability compensation benefit for which Executive is eligible under such plan for the two-year period over which the amount payable under (A) is measured. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under the first sentence of this paragraph (a), and if the sum of such payments (the “combined Change of Control/disability benefit”) exceeds the payment for such period to which Executive is entitled under the first sentence of this paragraph (a) (determined without regard to the second sentence of this paragraph (a)), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined Change of Control/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company. If the Change of Control Termination occurs in connection with a Change of Control that is also a Change in Control Event, the amount described under (A) above shall be paid in a lump sum on the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), unless the Executive is not a Specified Employee on the relevant date, in which case the amount described in this subsection (a) shall instead be paid thirty (30) days following the date of the Change of Control Termination. If the Change of Control Termination occurs in connection with a Change of Control that is not a Change in Control Event, the amount described under (A) above shall be paid, except as otherwise required by Section 11 of the Agreement, in the same manner as it would have been paid in the case of a termination by the Company other than for Cause under Section 5(a).

     (b) Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the continued benefit of Executive and his family all life insurance and medical insurance plans and programs in which Executive was entitled to participate immediately prior to the Change of Control provided that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive is ineligible to participate in such plans or programs, the Company shall arrange upon comparable terms to provide Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. Notwithstanding the foregoing, the Company’s obligations hereunder with respect to life or medical coverage or benefits shall be deemed satisfied to the extent (but only to the extent) of any such coverage or benefits provided by another employer.

C-1

     (c) On the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), the Company shall pay to Executive or his estate, in lieu of any automobile allowance, the present value of the automobile allowance (at the rate in effect prior to the Change of Control) it would have paid for the two years following the Change of Control Termination (or until the earlier date of Executive’s death, if Executive dies prior to the date of the payment under this Section C.1(c)); provided, that if the Change of Control is not a Change of Control Event, such amount shall instead be paid in the same manner as Executive’s automobile allowance would have been paid in the case of a termination by the Company other than for Cause under Section 5(a); and further provided, that if Executive is not a Specified Employee on the relevant date, any lump sum payable under this Section C.1(c) shall instead by paid within thirty (30) days following the Change of Control Termination.

     C.2. Payment Adjustment. Payments under Section C.1. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Executive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Section C.1. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change of Control, amounts payable under Section C.1. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Executive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Section C.1(a)(A) of this Exhibit, then against the vesting of any award described in Section 3(c) (New Award) that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change of Control, and then against all other payments, if any. The determination as to whether Executive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Section C.2. shall be made at the Company’s expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Committee may designate prior to a Change of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Executive or refunded to the Company, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

     C.3. Other Benefits. In addition to the amounts described in Section C.1., Executive or his legal representative shall be entitled to the benefits, if any, described at Section 3(b) (Existing Awards Under Stock Incentive Plan) and Section 3(c) (New Award), and any other awards under the Stock Incentive Plan, and to payment of any vested benefits under GDCP, ESP, and the Qualified Plans.

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     C.4. Noncompetition; No Mitigation of Damages; etc.

     (a) Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with the Company subsequent to the termination of his employment, whether contained in an employment contract or other agreement, shall no longer be effective.

     (b) No Duty to Mitigate Damages. Executive’s benefits under this Exhibit C shall be considered severance pay in consideration of his past service and his continued service from the date of this Agreement, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.

     (c) Legal Fees and Expenses. The Company shall pay all legal fees and expenses, including but not limited to counsel fees, stenographer fees, printing costs, etc. reasonably incurred by Executive in contesting or disputing that the termination of his employment during a Standstill Period is for Cause or other than for good reason (as defined in the definition of Change of Control Termination) or obtaining any right or benefit to which Executive is entitled under this Agreement following a Change of Control. Any amount payable under this Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at Bank of America, or its successor, until paid in full. All payments and reimbursements under this Section shall be made consistent with the applicable requirements of Section 409A.

     (d) Notice of Termination. During a Standstill Period, Executive’s employment may be terminated by the Company only upon thirty (30) days’ written notice to Executive.

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EXHIBIT D

Competitive Businesses

The following businesses (together with any subsidiaries and affiliates) are the specified businesses referred to in Section 8(b)(ii)(A) of the Agreement:

[*****]

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

D-1

EX-10.3

Exhibit 10.3

PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED AND WILL BE FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

EMPLOYMENT AGREEMENT

DATED AS OF FEBRUARY 1, 2009

BETWEEN CAROL MEYROWITZ AND THE TJX COMPANIES, INC.

INDEX

	PAGE
1. EFFECTIVE DATE; TERM OF AGREEMENT		1
2. SCOPE OF EMPLOYMENT		1
3. COMPENSATION AND BENEFITS		2
4. TERMINATION OF EMPLOYMENT; IN GENERAL		4
5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT		4
6. OTHER TERMINATION		6
7. BENEFITS UPON CHANGE OF CONTROL		7
8. AGREEMENT NOT TO SOLICIT OR COMPETE		7
9. ASSIGNMENT		11
10. NOTICES		11
11. CERTAIN EXPENSES		11
12. WITHHOLDING; CERTAIN TAX MATTERS		11
13. GOVERNING LAW		12
14. ARBITRATION		12
15. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE		12
16. ENTIRE AGREEMENT		13
EXHIBIT A Certain Definitions		A-1
EXHIBIT B Definition of “Change of Control”		B-1
EXHIBIT C Change of Control Benefits		C-1
EXHIBIT D Competitive Businesses		D-1

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CAROL MEYROWITZ

EMPLOYMENT AGREEMENT

     AGREEMENT dated as of February 1, 2009 between Carol Meyrowitz (“Executive”) and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framingham, Massachusetts 01701(the “Company”).

RECITALS

     The Company and Executive intend that Executive shall be employed by the Company on the terms set forth below and, to that end, deem it desirable and appropriate to enter into this Agreement.

AGREEMENT

     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

     1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of February 1, 2009 (the “Effective Date”). Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until January 29, 2011 (the “End Date”). The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period.” This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

     2. SCOPE OF EMPLOYMENT.

     (a) Nature of Services. Executive shall diligently perform the duties and assume the responsibilities of Chief Executive Officer and President of the Company and such other duties and responsibilities as shall from time to time be specified by the Board.

     (b) Extent of Services. Except for illnesses and vacation periods, Executive shall devote substantially all her working time and attention and her best efforts to the performance of her duties and responsibilities under this Agreement. However, Executive may (i) make any passive investments where she is not obligated or required to, and shall not in fact, devote any managerial efforts, (ii) subject to approval by the Board (which approval shall not be unreasonably withheld or withdrawn), participate in charitable or community activities or in trade or professional organizations, or (iii) subject to approval by the Board (which approval shall not be unreasonably withheld or withdrawn), hold directorships in public companies, except only that the Board shall have the right to limit such services as a director or such participation in charitable or community activities or in trade or professional organizations whenever the Board shall believe that the time spent on such activities infringes in any material respect upon the time

required by Executive for the performance of her duties under this Agreement or is otherwise incompatible with those duties.

     3. COMPENSATION AND BENEFITS.

     (a) Base Salary. Executive shall be paid a base salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. The rate at which Executive’s Base Salary shall be paid shall be $1,475,000 per year or such other rate (not less than $1,475,000 per year) as the Committee may determine after Committee review not less frequently than annually.

     (b) Existing Awards. Reference is made to outstanding awards to Executive of stock options and of performance-based restricted stock made prior to the Effective Date under the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), to the award opportunity granted to Executive for FYE 2009 under the Company’s Management Incentive Plan (“MIP”), and to award opportunities granted to Executive under the Company’s Long Range Performance Incentive Plan (“LRPIP”) for cycles beginning before the Effective Date. Each of such awards outstanding immediately prior to the Effective Date shall continue for such period or periods and in accordance with such terms as are set out in the applicable grant, award certificate, award agreement and other governing documents relating to such awards and shall not be affected by the terms of this Agreement except as otherwise expressly provided herein.

     (c) New Awards. During the Employment Period, Executive will be eligible to participate in awards under the Stock Incentive Plan, MIP and LRPIP at a level commensurate with her position and responsibilities and subject to such terms as shall be established by the Committee including without limitation an award of 300,000 shares of performance-based restricted stock in connection with the execution of this Agreement (the “new PBRS award”) that shall be subject to the vesting terms describe in (i) and (ii) below.

     (i) Subject to satisfaction by Executive of the service condition specified in Section 3(c)(ii) below, the new PBRS award will vest as follows: (A) as to 150,000 shares (the “2010 tranche”) on the April date in calendar 2010 when the Committee certifies as to MIP performance results for FYE 2010 (the “2010 tranche determination date”) but only if the Committee certifies that MIP performance for FYE 2010 has been achieved at a level providing for MIP payout of at least 67% of the target payout amount; provided that, if for FYE 2010 the Committee certifies that MIP performance has been achieved at a level authorizing some MIP payout but less than 67% of the target payout amount, the number of shares of the 2010 tranche vesting for such fiscal year shall be prorated on a straight line basis (with zero shares vesting if no MIP payout is authorized); and (B) as to the remaining 150,000 shares (the “2011 tranche”) on the April date in calendar 2011 when the Committee certifies as to MIP performance results for FYE 2011 (the “2011 tranche determination date”) but only if the Committee certifies that MIP performance for FYE 2011 has been achieved at a level providing for MIP payout of at least 67% of the target payout amount; provided that, if for FYE 2011 the Committee certifies that MIP performance has been achieved at a level authorizing some MIP payout but less than 67% of the target payout amount, the number of shares of the 2011 tranche

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vesting for such fiscal year shall be prorated on a straight line basis (with zero shares vesting if no MIP payout is authorized).

     (ii) Except as hereinafter provided, the 2010 tranche shall not vest unless Executive remains employed through January 30, 2010 and the 2011 tranche shall not vest unless Executive remains employed through January 29, 2011. Notwithstanding the foregoing, if Executive’s employment by the Company is terminated by the Company other than for Cause prior to January 29, 2011, subject to Section 8 below, (A) any portion of the 2010 tranche not previously vested shall remain outstanding following such termination and shall vest, if at all, in accordance with Section 3(c)(i) above, provided that, to the extent any portion of the 2010 tranche does not so vest, such portion shall be forfeited as of the 2010 tranche determination date and (B) any portion of the 2011 tranche not previously vested shall remain outstanding following such termination and shall vest, if at all, in accordance with Section 3(c)(i) above, provided that, to the extent any portion of the 2011 tranche does not so vest, such portion shall be forfeited as of the 2011 tranche determination date.

If Executive’s employment by the Company is terminated by the Company other than for Cause prior to January 29, 2011, subject to Section 8 below, any stock options held by Executive immediately prior to such termination will vest to the extent not previously vested and will thereafter remain exercisable only for such post-termination exercise period as is provided under the terms of the award. Executive will be entitled to tender shares acquired under the awards, or to have shares of stock deliverable under the awards held back, in satisfaction of the minimum withholding taxes required in respect of income realized in connection with the awards. Each award opportunity granted to Executive under MIP and LRPIP shall have a target award level that is one hundred percent (100%) of Executive’s Base Salary, determined in accordance with MIP and LRPIP.

     (d) Qualified Plans; Other Deferred Compensation Plans. Executive shall be entitled during the Employment Period to participate in the Company’s tax-qualified retirement and profit-sharing plans, in SERP (Category B benefits or Category C benefits, whichever are greater), and in the ESP, in each case in accordance with the terms of the applicable plan (including, for the avoidance of doubt and without limitation, the amendment and termination provisions thereof); provided, that, subject to the foregoing, Executive’s accrued benefit under SERP shall at all times be fully vested; and further provided, that Executive shall not be entitled to matching credits under ESP. The parties hereto acknowledge and agree that Executive is credited with the maximum number of years of service (20) taken into account in determining Category B benefits under SERP.

     (e) Policies and Fringe Benefits. Executive shall be subject to Company policies applicable to its executives generally and shall be entitled to receive an automobile allowance commensurate with her position and all such other fringe benefits as the Company shall from time to time make available to other executives generally (subject to the terms of any applicable fringe benefit plan).

     (f) Other. The Company is entitled to terminate Executive’s employment notwithstanding the fact that Executive may lose entitlement to benefits under the arrangements

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described above. Upon termination of her employment, Executive shall have no claim against the Company or Parent for loss arising out of ineligibility to exercise any stock options granted to her or otherwise in relation to any of the stock options or other stock-based awards granted to Executive, and the rights of Executive shall be determined solely by the rules of the relevant plan and award document (including, for the avoidance of doubt, any award-related provisions of this Agreement). In the event of any conflict between the provisions of this Agreement and the provisions of any plan or award document the provisions of this Agreement shall control.

     4. TERMINATION OF EMPLOYMENT; IN GENERAL.

     (a) The Company shall have the right to end Executive’s employment at any time and for any reason, with or without Cause.

     (b) Executive’s employment shall terminate upon written notice by the Company to Executive (or, if earlier, to the extent consistent with the requirements of Section 409A, upon the expiration of the twenty-nine (29)-month period commencing upon Executive’s absence from work) if, by reason of Disability, Executive is unable to perform her duties for at least six continuous months. Any termination pursuant to this Section 4(b) shall be treated for purposes of Section 5 and the definition of “Change of Control Termination” at subsection (f) of Exhibit A as a termination by reason of Disability.

     (c) Whenever her employment shall terminate, Executive shall resign all offices or other positions she shall hold with the Company and any affiliated corporations. For the avoidance of doubt, the Employment Period shall terminate upon termination of Executive’s employment for any reason.

     5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT.

     (a) Certain Terminations Prior to the End Date. If the Employment Period shall have terminated prior to the End Date by reason of (I) death or Disability of Executive, (II) termination by the Company for any reason other than Cause or (III) a Constructive Termination, then all compensation and benefits for Executive shall be as follows:

     (i) For a period of twenty-four (24) months after the Date of Termination (the “termination period”), the Company will pay to Executive or her legal representative, without reduction for compensation earned from other employment or self employment, continued Base Salary at the rate in effect at termination of employment in accordance with its regular payroll practices for executive employees of the Company (but not less frequently than monthly); provided, that if Executive is a Specified Employee at the relevant time, the Base Salary that would otherwise be payable during the six-month period beginning on the Date of Termination shall instead be accumulated and paid, without interest, in a lump sum on the date that is six (6) months and one day after such date (or, if earlier, the date of Executive’s death); and further provided, that if Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under this clause shall be paid at a rate equal to the excess of (a) the rate of Base Salary in effect at termination of employment, over (b) the

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long-term disability compensation benefits for which Executive is approved under such plan.

     (ii) If Executive elects so-called “COBRA” continuation of group health plan coverage provided pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, there shall be added to the amounts otherwise payable under Section 5(a)(i) above, during the continuation of such coverage, an amount (grossed up for federal and state income taxes) equal to the participant cost of such coverage, except to the extent that Executive shall obtain no less favorable coverage from another employer or from self-employment, in which case such additional payments shall cease immediately.

     (iii) The Company will pay to Executive or her legal representative, without offset for compensation earned from other employment or self-employment, (A) any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus (B) any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination. These amounts will be paid at the same time as other awards for such prior year or cycle are paid.

     (iv) For any MIP performance period in which Executive participates that begins before and ends after the Date of Termination, and at the same time as other MIP awards for such performance period are paid, but in no event later than by the 15th day of the third month following the close of the fiscal year to which such MIP award relates, the Company will pay to Executive or her legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to (A) the MIP award, if any, that Executive would have earned and been paid had she continued in office through the end of such fiscal year, determined without regard to any adjustment for individual performance factors, multiplied by (B) a fraction, the numerator of which is three hundred and sixty-five (365) plus the number of days during such fiscal year prior to termination, and the denominator of which is seven hundred and thirty (730); provided, however, that if the Employment Period shall have terminated by reason of Executive’s death or Disability, this clause (iv) shall not apply and Executive instead shall be entitled to the MIP benefit described in Section 5(a)(viii) below; and further provided, that if Executive is a Specified Employee at the relevant time, the amounts described in this clause (iv) shall be paid not sooner than six (6) months and one day after termination.

     (v) For each LRPIP cycle in which Executive participates that begins before and ends after the Date of Termination, and at the same time as other LRPIP awards for such cycle are paid, but in no event later than by the 15th day of the third month following the close of the last of the Company’s fiscal years in such cycle, the Company will pay to Executive or her legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to (A) the LRPIP award, if any, that Executive would have earned and been paid had she continued in office through the end of such cycle, determined without regard to any adjustment for individual performance factors, multiplied by (B) a fraction, the numerator of which is the number of full months

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in such cycle completed prior to termination of employment and the denominator of which is the number of full months in such cycle; provided, that if Executive is a Specified Employee at the relevant time, the amounts described in this clause (v) shall be paid not sooner than six (6) months and one day after termination.

     (vi) In addition, Executive or her legal representative shall be entitled to the Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) and Section 3(c) (New Awards), in each case in accordance with and subject to the terms of the applicable arrangement, and to payment of her vested benefits under the plans described in Section 3(d) (Qualified Plans; Other Deferred Compensation Plans), including any vested benefits under the Company’s frozen GDCP.

     (vii) If termination occurs by reason of Disability, Executive shall also be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term disability plan. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under Section 5(a)(i) above, and if the sum of such payments (the “combined salary/disability benefit”) exceeds the payment for such period to which Executive is entitled under Section 5(a)(i) above (determined without regard to the proviso set forth therein), she shall promptly pay such excess in reimbursement to the Company.

     (viii) If termination occurs by reason of death or Disability, Executive shall also be entitled to an amount equal to Executive’s MIP Target Award for the year of termination, without proration. This amount will be paid at the same time as other MIP awards for such performance period are paid.

     (ix) Except as expressly set forth above or as required by law, Executive shall not be entitled to continue participation during the termination period in any employee benefit or fringe benefit plans, except for continuation of any automobile allowance which shall be added to the amounts otherwise payable under Section 5(a)(i) above during the continuation of such coverage but not beyond the end of the termination period.

     (b) Termination on the End Date. Unless earlier terminated or except as otherwise mutually agreed by Executive and the Company, Executive’s employment with the Company shall terminate on the End Date. Upon termination of Executive’s employment with the Company on the End Date, Executive shall be treated as having been terminated under Section 5(a)(II) on the day immediately preceding the End Date and shall be entitled to the compensation and benefits described in Section 5(a) in respect of such a termination, subject, for the avoidance of doubt, to the other provisions of this Agreement including, without limitation, Section 8.

     6. OTHER TERMINATION.

     (a) Voluntary termination of employment. If Executive terminates her employment voluntarily, Executive or her legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits

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described in Section 3(b) (Existing Awards) or Section 3(c) (New Awards) and to any vested benefits under the plans described in Section 3(d) (Qualified Plans; Other Deferred Compensation Plans), including any vested benefits under the Company’s frozen GDCP. In addition, the Company will pay to Executive or her legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment.

     (b) Termination for Cause. If the Company should end Executive’s employment for Cause all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs; (y) any vested benefits to which Executive is entitled under the Company’s tax-qualified plans; and (z) Stock Incentive Plan Benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Awards).

     7. BENEFITS UPON CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C; provided, for the avoidance of doubt, that the provisions of Section 12 of this Agreement shall also apply to the determination and payment of any payments or benefits pursuant to Exhibit C.

     8. AGREEMENT NOT TO SOLICIT OR COMPETE

     (a) During the Employment Period and for a period of twenty-four (24) months thereafter (the “Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor) (i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an employee, director, consultant, advisor or other service provider, (ii) recommend any protected person for employment or other engagement with any person or entity other than the Company and its Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to persuade, induce or encourage any protected person to discontinue employment or engagement with the Company or its Subsidiaries, or recommend to any protected person any employment or engagement other than with the Company or its Subsidiaries, (iv) accept services of any sort (whether for compensation or otherwise) from any protected person, or (v) participate with any other person or entity in any of the foregoing activities. Any individual or entity to which Executive provides services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a shareholder, member, partner, joint venturer or investor, excluding interests in the common stock of any publicly traded corporation of one percent (1%) or less), and any individual or entity that is affiliated with any such individual or entity, shall, for purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of Executive with respect to any “protected person” who worked with Executive at any time during the six months prior to termination of the Employment Period.

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A “protected person” is a person who at the time of termination of the Employment Period, or within six (6) months prior thereto, is or was employed by the Company or any of its Subsidiaries either in a position of Assistant Vice President or higher, or in a salaried position in any merchandising group. As to (I) each “protected person” to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III) each limitation on (A) employment or other engagement, (B) solicitation and (C) unsolicited acceptance of services, of each “protected person” and (IV) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) shall be deemed to be separate and independent agreements. In the event of unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be deemed automatically reformed in order to allow for the greatest degree of enforceability authorized by law or, if no such reformation is possible, deleted from the provisions hereof entirely, and such reformation or deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.

     (b) During the course of her employment, Executive will have learned vital trade secrets of the Company and its Subsidiaries and will have access to confidential and proprietary information and business plans of the Company and its Subsidiaries. Therefore, during the Employment Period and for a period of twenty-four (24) months thereafter (the “Noncompetition Period”), Executive will not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor (disregarding in this connection passive ownership for investment purposes of common stock representing one percent (1%) or less of the voting power or value of any publicly traded corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or fees-for-services relationship or arrangement with, or advise with respect to the organization or conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person that engages in any “competitive business” as hereinafter defined, nor shall Executive undertake any planning to engage in any such activities. The term “competitive business” (i) shall mean any business (however organized or conducted) that competes with a business in which the Company or any of its Subsidiaries was engaged, or in which the Company or any Subsidiary was planning to engage, at any time during the 12-month period immediately preceding the date on which the Employment Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A) any business specified in Part I of Exhibit D to this Agreement, and (B) any other off-price, promotional, or warehouse-club-type retail business, however organized or conducted, that sells apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of merchandise sold by the Company or any of its Subsidiaries at the termination of the Employment Period. For purposes of this subsection (b), a “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or its Subsidiaries, and reference to any Person (the “first Person”) shall be deemed to include any other Person that controls, is controlled by or is under common control with the first Person. Notwithstanding the foregoing, Executive will not be deemed to have violated the provisions of this Section 8(b) merely by reason of serving as a director on the board of directors of a company listed in Part II of Exhibit D or merely by reason of being engaged, after the first anniversary of the Date of Termination, in an employment, consulting or other fees-for-services arrangement with an entity that manages a private equity, venture capital or leveraged buyout fund that in turn invests in one or more businesses deemed competitors of the Company and its Subsidiaries under this Section 8(b), provided that (I) such fund is not intended

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to, and does not in fact, invest primarily in a “specified competitive business” with respect to the Company as hereinafter defined, and (II) Executive demonstrates to the reasonable satisfaction of the Company that her arrangement with such entity will not involve the provision of employment, consulting or other services, directly or indirectly, to any “specified competitive business” with respect to the Company or to the fund with respect to its investment or proposed investment in any “specified competitive business” with respect to the Company and that she will not participate in any meetings, discussions, or interactions in which any such business or any such proposed investment is proposed or is likely to be discussed. For purposes of the foregoing, a business shall be deemed a “specified competitive business” with respect to the Company if and only if (aa) it shall be regarded as a competitor of the Company and its Subsidiaries by retailers generally, or (bb) it shall be a business specified in Part I of Exhibit D to this Agreement, or (cc) it shall operate an off-price apparel, off-price footwear, off-price jewelry, off-price accessories, off-price home furnishings and/or off-price home fashions business, including any such business that is store-based, catalogue-based, or an on-line, “e-commerce” or other off-price internet-based business. If, at any time, pursuant to action of any court, administrative, arbitral or governmental body or other tribunal, the operation of any part of this subsection shall be determined to be unlawful or otherwise unenforceable, then the coverage of this subsection shall be deemed to be reformed and restricted as to substantive reach, duration, geographic scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in which such determination is made.

     (c) Executive shall never use or disclose any confidential or proprietary information of the Company or its Subsidiaries other than as required by applicable law or during the Employment Period for the proper performance of Executive’s duties and responsibilities to the Company and its Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the exclusive property of the Company and its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the Company at such time or times as the Company may specify all Documents then in Executive’s possession or control. In addition, upon termination of employment for any reason other than the death of Executive, Executive shall immediately return all Documents, and shall execute a certificate representing and warranting that she has returned all such Documents in Executive’s possession or under her control.

     (d) If, during the Employment Period or at any time following termination of the Employment Period, regardless of the reason for such termination, Executive breaches any provision of this Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof, including without limitation any SERP benefits, shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, with interest at the prime rate in effect at Bank of America, or its successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5, including without limitation any SERP benefits; (ii) any unexercised stock options and stock appreciation rights held by Executive; (iii) if any other stock-based award vested in connection with termination of the Employment Period, whether occurring prior to, simultaneously with, or following such breach, or subsequent to such breach and prior to termination of the Employment Period, the value of such stock-based award at time of vesting

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plus any additional gain realized on a subsequent sale or disposition of the award or the underlying stock; and (iv) in respect of each stock option or stock appreciation right exercised by Executive within six (6) months prior to any such breach or subsequent thereto and prior to the forfeiture and disgorgement required by this Section 8(d), the excess over the exercise price (or base value, in the case of a stock appreciation right) of the greater of (A) the fair market value at time of exercise of the shares of stock subject to the award, or (B) the number of shares of stock subject to such award multiplied by the per-share proceeds of any sale of such stock by Executive.

     (e) Executive shall notify the Company immediately upon securing employment or becoming self-employed at any time within the Noncompetition Period, and shall provide to the Company such details concerning such employment or self-employment as it may reasonably request in order to ensure compliance with the terms hereof.

     (f) Executive hereby advises the Company that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 8, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, confidential information and other legitimate business interests of the Company and its Subsidiaries, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by them. Executive agrees that Executive will never assert, or permit to be asserted on his/her behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were Executive to breach any of the provisions of this Section 8, the harm to the Company and its Subsidiaries would be irreparable. Executive therefore agrees that, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with enforcing its rights hereunder. Executive further agrees that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, Executive agrees that the Noncompetition Period and the Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which Executive is in violation of any of the terms of this Section 8, in order that the Company shall have the agreed-upon temporal protection recited herein.

     (g) Executive agrees that if any of the restrictions in this Section 8 is held to be void or ineffective for any reason but would be held to be valid and effective if part of its wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective. Executive further agrees that the restrictions contained in each subsection of this Section 8 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions.

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     (h) Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company and its Subsidiaries, and any successor or permitted assign to whose employ Executive may be transferred, without the necessity that this Agreement be re-signed at the time of such transfer. Executive further agrees that no changes in the nature or scope of her employment with the Company will operate to extinguish the terms and conditions set forth in Section 8, or otherwise require the parties to re-sign this Agreement

     (i) The provisions of this Section 8 shall survive the termination of the Employment Period and the termination of this Agreement, regardless of the reason or reasons therefor, and shall be binding on Executive regardless of any breach by the Company of any other provision of this Agreement.

     9. ASSIGNMENT. The rights and obligations of the Company shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The rights and obligations of Executive are not assignable except only that stock issuable, awards and payments payable to her after her death shall be made to her estate except as otherwise provided by the applicable plan or award documentation, if any.

     10. NOTICES. All notices and other communications required hereunder shall be in writing and shall be given by mailing the same by certified or registered mail, return receipt requested, postage prepaid. If sent to the Company the same shall be mailed to the Company at 770 Cochituate Road, Framingham, Massachusetts 01701, Attention: Chairman of the Executive Compensation Committee, or other such address as the Company may hereafter designate by notice to Executive; and if sent to Executive, the same shall be mailed to Executive at her address as set forth in the records of the Company or at such other address as Executive may hereafter designate by notice to the Company.

     11. CERTAIN EXPENSES. The Company shall bear the reasonable fees and costs of Executive’s legal and financial advisors incurred in negotiating this Agreement.

     12. WITHHOLDING; CERTAIN TAX MATTERS. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) to the extent any payment hereunder that is payable by reason of termination of Executive’s employment constitutes “nonqualified deferred compensation” subject to Section 409A and would otherwise have been required to be paid during the six (6)-month period following such termination of employment, it shall instead (unless at the relevant time Executive is no longer a Specified Employee) be delayed and paid, without interest, in a lump sum on the date that is six (6) months and one day after Executive’s termination (or, if earlier, the date of Executive’s death). The parties hereto acknowledge that in addition to any delay required under Section 12(b), it may be desirable, in view of regulations or other guidance issued under Section 409A, to amend provisions of this Agreement to avoid the acceleration of tax or the imposition of additional tax under Section 409A and that the Company will not unreasonably withhold its consent to any such amendments which in its determination are (i) feasible and necessary to avoid adverse tax consequences under Section 409A for Executive, and (ii) not adverse to the interests of the Company. Executive acknowledges that

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she has reviewed the provisions of this Agreement with her advisors and agrees that except for the gross-up entitlement described in Section 5(a)(ii) of this Agreement, the Company shall not be liable to make Executive whole for any taxes that may become due or payable by reason of this Agreement or any payment, benefit or entitlement hereunder.

     13. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the Commonwealth of Massachusetts.

     14. ARBITRATION. In the event that there is any claim or dispute arising out of or relating to this Agreement, or the breach thereof, and the parties hereto shall not have resolved such claim or dispute within sixty (60) days after written notice from one party to the other setting forth the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by binding arbitration in Boston, Massachusetts in accordance with the Rules Governing Resolutions of Employment Disputes of the American Arbitration Association by an arbitrator mutually agreed upon by the parties hereto or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing, if either the Company or Executive shall request, such arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by Executive and the third selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. Judgment upon the award rendered by such arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of either party.

     15. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE. All references in the Agreement to termination of employment, a termination of the Employment Period, or separation from service, and correlative terms, that result in the payment or vesting of any amounts or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A shall be construed to require a Separation from Service, and the Date of Termination in any such case shall be construed to mean the date of the Separation from Service.

Remainder of Page Intentionally Left Blank

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     16. ENTIRE AGREEMENT. This Agreement, including Exhibits, represents the entire agreement between the parties relating to the terms of Executive’s employment by the Company and supersedes all prior written or oral agreements between them except to the extent provided herein.

	/s/ Carol Meyrowitz Executive
	THE TJX COMPANIES, INC.
By:	/s/ Bernard Cammarata Chairman of the Board

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EXHIBIT A

Certain Definitions

     (a) “Base Salary” means, for any period, the amount described in Section 3(a).

     (b) “Board” means the Board of Directors of the Company.

     (c) “Cause” means dishonesty by Executive in the performance of her duties, conviction of a felony (other than a conviction arising solely under a statutory provision imposing criminal liability upon Executive on a per se basis due to the Company offices held by Executive, so long as any act or omission of Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board), gross neglect of duties (other than as a result of Disability or death), or conflict of interest which conflict shall continue for thirty (30) days after the Company gives written notice to Executive requesting the cessation of such conflict.

     In respect of any termination during a Standstill Period, Executive shall not be deemed to have been terminated for Cause until the later to occur of (i) the 30th day after notice of termination is given and (ii) the delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Company’s directors at a meeting called and held for that purpose (after reasonable notice to Executive), and at which Executive together with her counsel was given an opportunity to be heard, finding that Executive was guilty of conduct described in the definition of “Cause” above, and specifying the particulars thereof in detail; provided, however, that the Company may suspend Executive and withhold payment of her Base Salary from the date that notice of termination is given until the earliest to occur of (A) termination of Executive for Cause effected in accordance with the foregoing procedures (in which case Executive shall not be entitled to her Base Salary for such period), (B) a determination by a majority of the Company’s directors that Executive was not guilty of the conduct described in the definition of “Cause” effected in accordance with the foregoing procedures (in which case Executive shall be reinstated and paid any of her previously unpaid Base Salary for such period), or (C) ninety (90) days after notice of termination is given (in which case Executive shall then be reinstated and paid any of her previously unpaid Base Salary for such period). If Base Salary is withheld and then paid pursuant to clause (B) or (C) of the preceding sentence, the amount thereof shall be accompanied by simple interest, calculated on a daily basis, at a rate per annum equal to the prime or base lending rate, as in effect at the time, of the Company’s principal commercial bank. The Company shall exercise its discretion under this paragraph consistent with the requirements of Section 409A or the requirements for exemption from Section 409A.

     (d) “Change in Control Event” means a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company.

     (e) “Change of Control” has the meaning given it in Exhibit B.

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     (f) “Change of Control Termination” means the termination of Executive’s employment during a Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or (3) by reason of death or Disability.

     For purposes of this definition, termination for “good reason” shall mean the voluntary termination by Executive of her employment within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of any one of the events described below; provided, that Executive gives notice to the Company within sixty (60) days of the first occurrence of any such event or condition, requesting that the pertinent event or condition described therein be remedied, and the situation remains unremedied upon expiration of the thirty (30)-day period commencing upon receipt by the Company of such notice:

(I)	the assignment to her of any duties inconsistent with her positions, duties, responsibilities, and status with the Company immediately prior to the Change of Control, or any removal of Executive from or any failure to reelect her to such positions, except in connection with the termination of Executive’s employment by the Company for Cause or by Executive other than for good reason, or any other action by the Company which results in a diminishment in such position, authority, duties or responsibilities; or
(II)	if Executive’s rate of Base Salary for any fiscal year is less than 100% of the rate of Base Salary paid to Executive in the completed fiscal year immediately preceding the Change of Control or if Executive’s total cash compensation opportunities, including salary and incentives, for any fiscal year are less than 100% of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control; or
(III)	the failure of the Company to continue in effect any benefits or perquisites, or any pension, life insurance, medical insurance or disability plan in which Executive was participating immediately prior to the Change of Control unless the Company provides Executive with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to the Change of Control; or
(IV)	any purported termination of Executive’s employment by the Company for Cause during a Standstill Period which is not effected in compliance with paragraph (c) above; or
(V)	any relocation of Executive of more than forty (40) miles from the place where Executive was located at the time of the Change of Control; or
(VI)	any other breach by the Company of any provision of this Agreement; or

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(VII) the Company sells or otherwise disposes of, in one transaction or a series of related transactions, assets or earning power aggregating more than 30% of the assets (taken at asset value as stated on the books of the Company determined in accordance with generally accepted accounting principles consistently applied) or earning power of the Company (on an individual basis) or the Company and its Subsidiaries (on a consolidated basis) to any other Person or Persons (as those terms are defined in Exhibit B).

     (g) “Code” means the Internal Revenue Code of 1986, as amended.

     (h) “Committee” means the Executive Compensation Committee of the Board.

     (i) “Constructive Termination” means a termination of employment by Executive occurring within one hundred twenty (120) days of a requirement by the Company that Executive relocate, without her prior written consent, more than forty (40) miles from the current corporate headquarters of the Company, but only if (i) Executive shall have given to the Company notice of intent to terminate within sixty (60) days following notice to Executive of such required relocation and (ii) the Company shall have failed, within thirty (30) days thereafter, to withdraw its notice requiring Executive to relocate. For purposes of the preceding sentence, the one hundred twenty (120) day period shall commence upon the end of the thirty (30)-day cure period, if the Company fails to cure within such period.

     (j) “Date of Termination” means the date on which Executive’s employment terminates.

     (k) “Disabled"/“Disability” means a medically determinable physical or mental impairment that (i) can be expected either to result in death or to last for a continuous period of not less than six months and (ii) causes Executive to be unable to perform the duties of her position of employment or any substantially similar position of employment to the reasonable satisfaction of the Committee.

     (l) “End Date” has the meaning set forth in Section 1 of the Agreement.

     (m) “ESP” means the Company’s Executive Savings Plan.

     (n) “GDCP” means the Company’s General Deferred Compensation Plan or any successor plan.

     (o) “LRPIP” has the meaning set forth in Section 3(b) of the Agreement.

     (p) “MIP” has the meaning set forth in Section 3(b) of the Agreement..

     (q) “Section 409A” means Section 409A of the Code.

     (r) “Separation from Service” shall mean a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations under Section 409A) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of such Treasury

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Regulations. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of the Agreement.

     (s) “SERP” means the Company’s Supplemental Executive Retirement Plan.

     (t) “Specified Employee” shall mean an individual determined by the Committee or its delegate to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of the Agreement.

     (u) “Standstill Period” means the period commencing on the date of a Change of Control and continuing until the close of business on the earlier of the day immediately preceding the End Date or the last business day of the 24th calendar month following such Change of Control.

     (v) “Stock” means the common stock, $1.00 par value, of the Company.

     (w) “Stock Incentive Plan” has the meaning set forth in Section 3(b) of the Agreement.

      (x) “Subsidiary” means any corporation in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock.

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EXHIBIT B

Definition of “Change of Control”

     “Change of Control” shall mean the occurrence of any one of the following events:

     (a) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that no transaction shall be deemed to be a Change of Control (i) if the person or each member of a group of persons acquiring control is excluded from the definition of the term “Person” hereunder or (ii) unless the Committee shall otherwise determine prior to such occurrence, if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring control; or

     (b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any employee benefit plan of the Company or such a subsidiary becomes the owner of 20% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or

     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Company’s Board of Directors and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least a majority of the Company’s Board of Directors; or

     (d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control if, immediately after such transaction, Executive or any Executive Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of the Company owned by Executive and any Executive Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of the Company immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in the same manner as

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ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d), a Change of Control shall not be deemed to have taken place unless and until the acquisition, merger or consolidation contemplated by such agreement is consummated (but immediately prior to the consummation of such acquisition, merger or consolidation, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).

     In addition, for purposes of this Exhibit B the following terms have the meanings set forth below:

     “Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board of Directors of the Company shall expressly so determine in any future transaction or transactions.

     A Person shall be deemed to be the “owner” of any Common Stock:

     (i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or

     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or

     (iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.

     An “Executive Related Party” shall mean any affiliate or associate of Executive other than the Company or a majority-owned subsidiary of the Company. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, the Company).

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EXHIBIT C

Change of Control Benefits

        C.1. Benefits Upon a Change of Control Termination.

     (a) The Company shall pay to Executive following a Change of Control Termination::

     (i) (A) as hereinafter provided, an amount equal to two times her Base Salary for one year at the rate in effect immediately prior to the Date of Termination or the Change of Control, whichever is higher, plus (B) within thirty (30) days following the Change of Control Termination, the accrued and unpaid portion of her Base Salary through the Date of Termination, subject to the following. If Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under (A) shall be reduced by the annual long-term disability compensation benefit for which Executive is eligible under such plan for the two-year period over which the amount payable under (A) is measured. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under the first sentence of this subsection (a), and if the sum of such payments (the “combined Change of Control/disability benefit”) exceeds the payment for such period to which Executive is entitled under the first sentence of this subsection (a) (determined without regard to the second sentence of this subsection (a)), she shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined Change of Control/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company

     (ii) as hereinafter provided, and in lieu of any other benefits under SERP, an amount equal to the present value of the payments that Executive would have been entitled to receive under SERP as a Category B or C participant, whichever is greater, applying the following rules and assumptions:

     (A) the monthly benefit under SERP determined using the foregoing criteria shall be multiplied by twelve (12) to determine an annual benefit; and

     (B) the present value of such annual benefit shall be determined by multiplying the result in (A) by the appropriate actuarial factor, using the most recently published interest and mortality rates published by the Pension Benefit Guaranty Corporation which are effective for plan terminations occurring on the Date of Termination, using Executive’s age to the nearest year determined as of that date. If, as of the Date of Termination, Executive has previously satisfied the eligibility requirements for Early Retirement under The TJX Companies, Inc. Retirement Plan, then the appropriate factor shall be that based on the most recently published “PBGC Actuarial Value of $1.00 Per Year Deferred to Age 60 and Payable for Life Thereafter — Healthy Lives,” except that if Executive’s age to the nearest year is more than sixty (60), then such higher age shall be

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substituted for sixty (60). If, as of the Date of Termination, Executive has not satisfied the eligibility requirements for Early Retirement under The TJX Companies, Inc. Retirement Plan, then the appropriate factor shall be based on the most recently published “PBGC Actuarial Value of $1.00 Per Year Deferred To Age 65 And Payable For Life Thereafter — Healthy Lives.”

     (C) the benefit determined under (B) above shall be reduced by the value of any portion of Executive’s SERP benefit already paid or provided to her in cash or through the transfer of an annuity contract.

If the Change of Control Termination occurs in connection with a Change of Control that is also a Change in Control Event, the amounts described in clause (i)(A) and clause (ii) of this Section C.1.(a) shall be paid in a lump sum on the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), unless Executive is not a Specified Employee on the relevant date, in which case the amount described in this subsection (a) shall instead be paid thirty (30) days following the date of the Change of Control Termination. If the Change of Control Termination occurs in connection with a Change of Control that is not a Change in Control Event, the amounts described in clause (i) and clause (ii) of this Section C.1.(a) shall be paid, except as otherwise required by Section 12 of the Agreement, in the same manner as they would have been paid in the case of a termination by the Company other than for Cause under Section 5(a), and in lieu of the MIP and LRPIP benefits described in section C.2. Executive shall be entitled to the MIP and LRPIP benefits, if any, described in Section 5(a)(iv) and Section 5(a)(v) of the Agreement, payable in accordance with such Sections.

     (b) Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the continued benefit of Executive and her family all life insurance and medical insurance plans and programs in which Executive was entitled to participate immediately prior to the Change of Control, provided, that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive is ineligible to participate in such plans or programs, the Company shall arrange upon comparable terms to provide Executive with benefits substantially similar to those which she is entitled to receive under such plans and programs. Notwithstanding the foregoing, the Company’s obligations hereunder with respect to life or medical coverage or benefits shall be deemed satisfied to the extent (but only to the extent) of any such coverage or benefits provided by another employer.

     (c) On the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), the Company shall pay to Executive or her estate, in lieu of any automobile allowance, the present value of the automobile allowance (at the rate in effect prior to the Change of Control (or immediately prior to the Date of Termination if greater)) it would have paid for the two years following the Change of Control Termination (or until the earlier date of Executive’s death, if Executive dies prior to the date of the payment under this Section C.1(c)); provided, that if the Change of Control is not a Change of Control Event, such amount shall instead be paid in the same manner as Executive’s automobile allowance would have been paid in the case of a termination by the Company other

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than for Cause under Section 5(a); and further provided, that if Executive is not a Specified Employee on the relevant date, any lump sum payable under this Section C.1(c) shall instead by paid within thirty (30) days following the Change of Control Termination.

     C.2. Incentive Benefits Upon a Change of Control. Within thirty (30) days following a Change of Control that is also a Change in Control Event, whether or not Executive’s employment has terminated or been terminated, the Company shall pay to Executive, in a lump sum, the sum of (i) and (ii), where:

     (i) is the sum of (A) the “Target Award” under MIP or any other annual incentive plan which is applicable to Executive for the fiscal year in which the Change of Control occurs, plus (B) an amount equal to such Target Award prorated for the period of active employment during such fiscal year through the Change of Control, plus (C) any unpaid amounts to which Executive is entitled under MIP with respect to any fiscal year completed prior to the Change of Control; and

     (ii) the sum of (A) for Performance Cycles not completed prior to the Change of Control, an amount with respect to each such cycle equal to the maximum Award under LRPIP specified for Executive for such cycle, plus (B) any unpaid amounts owing with respect to LRPIP cycles completed prior to the Change of Control.

If the Change of Control is not also a Change in Control Event, for the avoidance of doubt, Executive shall continue to participate in MIP and LRPIP (or such other incentive plans, if any, in which Executive was participating) in accordance with their terms, subject to Section C.1. above, and shall not be entitled to the supplemental or accelerated payments described in Section C.2.(i) and Section C.2.(ii) above.

     C.3. Payment Adjustment. Payments under Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Executive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Section C.1. or Section C.2. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change of Control, amounts payable under Section C.1. and Section C.2. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Executive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Section C.1(a)(i) of this Exhibit, then against any benefits payable under Section C.2. of this Exhibit, then against the vesting of any new PBRS awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change of Control, and finally against all other payments, if any. The

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determination as to whether Executive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Section C.3. shall be made at the Company’s expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Committee may designate prior to a Change of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Executive or refunded to the Company, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

     C.4. Other Benefits. In addition to the amounts described in Sections C.1. and C.2., Executive or her legal representative shall be entitled to her Stock Incentive Plan benefits, if any, under Section 3(b) (Existing Awards) and Section 3(c) (New Awards), and to the payment of her vested benefits under the plans described in Section 3(d) (Qualified Plans; Other Deferred Compensation Plans), including any vested benefits under the Company’s frozen GDCP.

     C.5. Noncompetition; No Mitigation of Damages; etc.

     (a) Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with the Company subsequent to the termination of her employment, whether contained in an employment agreement or other agreement, shall no longer be effective.

     (b) No Duty to Mitigate Damages. Executive’s benefits under this Exhibit C shall be considered severance pay in consideration of her past service and her continued service from the date of this Agreement, and her entitlement thereto shall neither be governed by any duty to mitigate her damages by seeking further employment nor offset by any compensation which she may receive from future employment.

     (c) Legal Fees and Expenses. The Company shall pay all legal fees and expenses, including but not limited to counsel fees, stenographer fees, printing costs, etc. reasonably incurred by Executive in contesting or disputing that the termination of her employment during a Standstill Period is for Cause or other than for good reason (as defined in the definition of Change of Control Termination) or obtaining any right or benefit to which Executive is entitled under this Agreement following a Change of Control. Any amount payable under this Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at Bank of America, or its successor, until paid in full. All payments and reimbursements under this Section shall be made consistent with the applicable requirements of Section 409A.

     (d) Notice of Termination. During a Standstill Period, Executive’s employment may be terminated by the Company only upon thirty (30) days’ written notice to Executive.

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EXHIBIT D

Competitive Businesses

Part I

The following businesses (together with any subsidiaries and affiliates) are the specified businesses referred to in Section 8(b)(ii)(A) of the Agreement:

[*****]

Part II

Service as a director on the board of directors of the following companies shall not be deemed to violate the provisions of Section 8(b) of the Agreement:

Amscan Holdings, Inc.

Staples, Inc.

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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EX-10.4

EXHIBIT 10.4

PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED AND WILL BE FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

EMPLOYMENT AGREEMENT

DATED AS OF APRIL 5, 2008

BETWEEN JEFFREY NAYLOR AND THE TJX COMPANIES, INC.

INDEX

		PAGE
1.	EFFECTIVE DATE; TERM OF AGREEMENT		1
2.	SCOPE OF EMPLOYMENT		1
3.	COMPENSATION AND BENEFITS		2
4.	TERMINATION OF EMPLOYMENT; IN GENERAL		3
5.	BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON
	EXPIRATION OF THE AGREEMENT		3
6.	OTHER TERMINATION; VIOLATION OF CERTAIN AGREEMENTS		5
7.	BENEFITS UPON CHANGE OF CONTROL		6
8.	AGREEMENT NOT TO SOLICIT OR COMPETE		6
9.	ASSIGNMENT		9
10.	NOTICES		9
11.	WITHHOLDING; CERTAIN TAX MATTERS		10
12.	GOVERNING LAW		10
13.	ARBITRATION		10
14.	ENTIRE AGREEMENT		10
EXHIBIT A Certain Definitions			A-1
EXHIBIT B Definition of “Change of Control”			B-1
EXHIBIT C Change of Control Benefits			C-1

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JEFFREY NAYLOR

EMPLOYMENT AGREEMENT

     AGREEMENT dated as of April 5, 2008 between Jeffrey Naylor (“Executive”) and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framingham, Massachusetts 01701(the “Company”).

RECITALS

     The Company and Executive intend that Executive shall be employed by the Company on the terms set forth below and, to that end, deem it desirable to enter into this Agreement.

AGREEMENT

     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

     1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of April 5, 2008 (the “Effective Date”). Executive’s employment hereunder shall continue on the terms provided herein until January 29, 2011 (the “End Date”), subject to earlier termination as provided herein. The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it being understood that nothing in this Agreement shall be construed as entitling Executive to continuation of his employment beyond the End Date and that any such continuation shall be subject to the agreement of the parties.

     2. SCOPE OF EMPLOYMENT.

     (a) Nature of Services. Executive shall diligently perform the duties and responsibilities of Senior Executive Vice President, Chief Administrative and Business Development Officer and such additional executive duties and responsibilities as shall from time to time be assigned to him by the Company.

     (b) Extent of Services. Except for illnesses and vacation periods, Executive shall devote substantially all his working time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement. However, Executive may (i) make any passive investments where he is not obligated or required to, and shall not in fact, devote any managerial efforts, (ii) subject to Board approval (which approval shall not be unreasonably withheld or withdrawn), participate in charitable or community activities or in trade or professional organizations, or (iii) subject to Board approval (which approval shall not be unreasonably withheld or withdrawn), hold directorships in public companies, except only that the Board shall have the right to limit such services as a director or such participation whenever the Board shall believe that the time spent on such activities infringes in any material respect upon the time

required by Executive for the performance of his duties under this Agreement or is otherwise incompatible with those duties.

     3. COMPENSATION AND BENEFITS.

     (a) Base Salary. Executive shall be paid a base salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. The rate at which Executive’s Base Salary shall be paid shall be $700,000 per year or such other rate (not less than $700,000 per year) as the Board may determine after Board review not less frequently than annually.

     (b) Existing Awards. Reference is made to outstanding awards of stock options and of performance-based restricted stock made prior to the Effective Date under the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), to the award opportunity granted to Executive for FYE 2008 under the Company’s Management Incentive Plan (“MIP”) and to the award opportunity granted to Executive under the Company’s Long Range Performance Incentive Plan (“LRPIP”) for cycles beginning before the Effective Date. Each of the foregoing awards shall continue for such period or periods and in accordance with such terms as are set out in the grant and other governing documents relating to such awards and shall not be affected by the terms of this Agreement except as otherwise expressly provided herein.

     (c) New Stock Awards. Consistent with the terms of the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), during the Employment Period, Executive will be entitled to stock-based awards under the Stock Incentive Plan at levels commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (d) LRPIP. During the Employment Period, Executive shall be eligible to participate in annual grants under LRPIP at a level commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (e) MIP. During the Employment Period, Executive shall be eligible to participate in annual grants under MIP at a level commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (f) Qualified Plans; Other Deferred Compensation Plans. Executive shall be entitled during the Employment Period to participate in the Company’s tax-qualified retirement and profit-sharing plans and its nonqualified deferred compensation plans, including the GDCP (with respect to amounts deferred in respect of services rendered prior to January 1, 2008) and ESP (but not including the Supplemental Executive Retirement Plan), in each case in accordance with the terms of the applicable plan (including, for the avoidance of doubt and without limitation, the amendment and termination provisions thereof).

     (g) Policies and Fringe Benefits. Executive shall be subject to Company policies applicable to its executives generally and shall be entitled to receive an automobile allowance commensurate with his position and all such other fringe benefits as the Company shall from time to time make available to other executives generally (subject to the terms of any applicable fringe benefit plan).

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     (h) Other. The Company is entitled to terminate Executive’s employment notwithstanding the fact that Executive may lose entitlement to benefits under the arrangements described above. Upon termination of his employment, Executive shall have no claim against the Company or Parent for loss arising out of ineligibility to exercise any stock options granted to him or otherwise in relation to any of the stock options or other stock-based awards granted to Executive, and the rights of Executive shall be determined solely by the rules of the relevant award document and plan.

     4. TERMINATION OF EMPLOYMENT; IN GENERAL.

     (a) The Company shall have the right to end Executive’s employment at any time and for any reason, with or without Cause.

     (b) To the extent consistent with applicable law, Executive’s employment shall terminate when Executive becomes Disabled. In addition, if by reason of Incapacity Executive is unable to perform his duties for at least six continuous months, upon written notice by the Company to Executive, and to the extent consistent with applicable law, the Employment Period will be terminated for Incapacity.

     (c) Whenever his employment shall terminate, Executive shall resign all offices or other positions he shall hold with the Company and any affiliated corporations. For the avoidance of doubt, the Employment Period shall terminate upon termination of Executive’s employment for any reason.

     5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT.

     (a) Certain Terminations Prior to the End Date. If the Employment Period shall have terminated prior to the End Date by reason of (i) death, Disability or Incapacity of Executive, (ii) termination by the Company for any reason other than Cause or (iii) termination by Executive in the event that Executive is relocated more than forty (40) miles from the current corporate headquarters of the Company, in either case without his prior written consent (a “Constructive Termination”), then all compensation and benefits for Executive shall be as follows:

     (i) For a period of eighteen (18) months after the Date of Termination (the “termination period”), the Company will pay to Executive or his legal representative, without reduction for compensation earned from other employment or self employment, continued Base Salary at the rate in effect at termination of employment; provided, that if Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under this clause shall be paid at a rate equal to the excess of (a) the rate of Base Salary in effect at termination of employment over (b) the long-term disability compensation benefits for which Executive is approved under such plan.

     (ii) If Executive elects so-called “COBRA” continuation of group health plan coverage provided pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, there shall be added to the amounts otherwise payable under Section 5(a)(i) above, during the continuation of such coverage, an amount

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(grossed up for federal and state income taxes) equal to the participant cost of such coverage, except to the extent that Executive shall obtain no less favorable coverage from another employer or from self-employment in which case such additional payments shall cease immediately.

     (iii) The Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, (A) any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment plus (B) any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination of employment. These amounts will be paid at the same time as other awards for such prior year or cycle are paid.

     (iv) The Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to the sum of (A) Executive’s MIP Target Award, if any, for the year of termination, (but only if the performance period in respect of such MIP award began on or before January 1, 2009) multiplied by a fraction the numerator of which is three hundred and sixty-five (365) plus the number of days during such year prior to termination, and the denominator of which is seven hundred and thirty (730), plus, (B) with respect to each LRPIP cycle in which Executive participated that began on or before January 1, 2009 and that had not ended prior to termination, if any, an amount equal to Executive’s LRPIP Target Award for such cycle multiplied by a fraction, the numerator of which is the number of full months in such cycle completed prior to termination and the denominator of which is the number of full months in such cycle. The amount, if any, described in clause (a)(iv)(A) above will be paid not later than MIP awards for the year of termination are paid. The amount, if any, described in clause (a)(iv)(B) above, to the extent measured by the LRPIP Target Award for any cycle, will be paid not later than the date on which LRPIP awards for such cycle are paid or would have been paid. The Company and Executive agree to negotiate in good faith an amendment of this Section 5(a)(iv) in respect of any termination described in this Section 5(a) occurring after January 31, 2009 and on or prior to the End Date, with a view to providing Executive separation pay determined in a manner (taking into account other payments to Executive) that is consistent in approach with the separation pay arrangements made with other senior executive officers of the Company and with the objective of qualifying any MIP, LRPIP or similar awards to Executive that are intended so to qualify with the performance-based compensation exception rules under Section 162(m) of the Code.

     (v) In addition, Executive or his legal representative shall be entitled to the Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), in each case in accordance with and subject to the terms of the applicable arrangement, and to the payment of his vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans).

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     (vi) If termination occurs by reason of Incapacity or Disability, Executive shall also be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term disability plan. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under (a)(i) above, and if the sum of such payments (the “combined salary/disability benefit”) exceeds the payment for such period to which Executive is entitled under (a)(i) above (determined without regard to the proviso set forth therein), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined salary/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (vii) If termination occurs by reason of death, Incapacity or Disability, Executive shall also be entitled to an amount equal to Executive’s MIP Target Award for the year of termination, without proration. This amount will be paid at the same time as the amount payable under paragraph (iv) above.

     (i) Except as expressly set forth above or as required by law, Executive shall not be entitled to continue participation during the termination period in any employee benefit or fringe benefit plan, except that during the termination period the Company shall continue to provide the Executive with an automobile or automobile allowance.

     (b) Termination on the End Date. Unless earlier terminated or except as otherwise mutually agreed by Executive and the Company, Executive’s employment with the Company shall terminate on the End Date. Unless the Company in connection with such termination shall offer to Executive continued service in a position on reasonable terms, Executive shall be treated as having terminated under Section 5(a) on the day immediately preceding the End Date and shall be entitled to the pay and benefits described therein. If the Company in connection with such termination offers to Executive continued service in a position on reasonable terms, and Executive declines such service, he shall be treated for all purposes of this Agreement as having terminated his employment voluntarily on the End Date and he shall be entitled only to those benefits to which he would be entitled under Section 6(a). For purposes of the two preceding sentences, “service in a position on reasonable terms” shall mean service in a position comparable to the position in which Executive was serving immediately prior to the End Date, as reasonably determined by the Board.

     6. OTHER TERMINATION; VIOLATION OF CERTAIN AGREEMENTS.

     (a) Voluntary termination of employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans). In addition, the Company will pay to Executive or his legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed

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prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment.

     (b) Termination for Cause; Violation of Certain Agreements. If the Company should end Executive’s employment for Cause or, notwithstanding Section 5 and Section 6(a) above, if Executive should violate the protected persons or noncompetition provisions of Section 8, all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs; (y) any vested benefits to which Executive is entitled by law under the Company’s tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards). The Company does not waive any rights it may have for damages for injunctive relief.

     7. BENEFITS UPON CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C.

     8. AGREEMENT NOT TO SOLICIT OR COMPETE

     (a) During the Employment Period and for a period of twenty-four (24) months thereafter (the “Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor) (i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an employee, director, consultant, advisor or other service provider, (ii) recommend any protected person for employment or other engagement with any person or entity other than the Company and its Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to persuade, induce or encourage any protected person to discontinue employment or engagement with the Company or its Subsidiaries, or recommend to any protected person any employment or engagement other than with the Company or its Subsidiaries, (iv) accept services of any sort (whether for compensation or otherwise) from any protected person, or (v) participate with any other person or entity in any of the foregoing activities. Any individual or entity to which Executive provides services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a shareholder, member, partner, joint venturer or investor, excluding interests in the common stock of any publicly traded corporation of one percent (1%) or less), and any individual or entity that is affiliated with any such individual or entity, shall, for purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of Executive with respect to any “protected person” who worked with Executive at any time during the six (6) months prior to termination of the Employment Period. A “protected person” is a person who at the time of termination of the Employment Period, or within six (6) months prior thereto, is or was employed by the Company or any of its Subsidiaries either in a position of Assistant Vice President or higher, or in a salaried position in any merchandising group. As to (I) each “protected person” to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III) each limitation on (A)

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employment or other engagement, (B) solicitation and (C) unsolicited acceptance of services, of each “protected person” and (IV) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) shall be deemed to be separate and independent agreements. In the event of unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be deemed automatically reformed in order to allow for the greatest degree of enforceability authorized by law or, if no such reformation is possible, deleted from the provisions hereof entirely, and such reformation or deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.

     (b) During the course of his employment, Executive will have learned vital trade secrets of the Company and its Subsidiaries and will have access to confidential and proprietary information and business plans of the Company and its Subsidiaries. Therefore, during the Employment Period and for a period of eighteen (18) months thereafter (the “Noncompetition Period”), Executive will not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor (disregarding in this connection passive ownership for investment purposes of common stock representing one percent (1%) or less of the voting power or value of any publicly traded corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or fees-for-services relationship or arrangement with, or advise with respect to the organization or conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person that engages in any “competitive business” as hereinafter defined, nor shall Executive undertake any planning to engage in any such activities. The term “competitive business” (i) shall mean any business (however organized or conducted) that competes with a business in which the Company or any of its Subsidiaries was engaged, or in which the Company or any Subsidiary was planning to engage, at any time during the 12-month period immediately preceding the date on which the Employment Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A) any business specified on Schedule I to this Agreement, and (B) any other off-price, promotional, or warehouse-club-type retail business, however organized or conducted, that sells apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of merchandise sold by the Company or any of its Subsidiaries at the termination of the Employment Period. For purposes of this subsection (b), a “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or its Subsidiaries, and reference to any Person (the “first Person”) shall be deemed to include any other Person that controls, is controlled by or is under common control with the first Person. If, at any time, pursuant to action of any court, administrative, arbitral or governmental body or other tribunal, the operation of any part of this subsection shall be determined to be unlawful or otherwise unenforceable, then the coverage of this subsection shall be deemed to be reformed and restricted as to substantive reach, duration, geographic scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in which such determination is made.

     (c) Executive shall never use or disclose any confidential or proprietary information of the Company or its Subsidiaries other than as required by applicable law or during the Employment Period for the proper performance of Executive’s duties and responsibilities to the Company and its Subsidiaries. This restriction shall continue to apply after Executive’s

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employment terminates, regardless of the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the exclusive property of the Company and its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the Company at such time or times as the Company may specify all Documents then in Executive’s possession or control. In addition, upon termination of employment for any reason other than the death of Executive, Executive shall immediately return all Documents, and shall execute a certificate representing and warranting that he has returned all such Documents in Executive’s possession or under his control.

     (d) If, during the Employment Period or at any time following termination of the Employment Period, regardless of the reason for such termination, Executive breaches any provision of this Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, with interest at the prime rate in effect at Bank of America, or its successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5; (ii) any unexercised stock options and stock appreciation rights held by Executive; (iii) if any other stock-based award vested in connection with termination of the Employment Period, whether occurring prior to, simultaneously with, or following such breach, or subsequent to such breach and prior to termination of the Employment Period, the value of such stock-based award at time of vesting plus any additional gain realized on a subsequent sale or disposition of the award or the underlying stock; and (iv) in respect of each stock option or stock appreciation right exercised by Executive within six (6) months prior to any such breach or subsequent thereto and prior to the forfeiture and disgorgement required by this Section 8(d), the excess over the exercise price (or base value, in the case of a stock appreciation right) of the greater of (A) the fair market value at time of exercise of the shares of stock subject to the award, or (B) the number of shares of stock subject to such award multiplied by the per-share proceeds of any sale of such stock by Executive.

     (e) Executive shall notify the Company immediately upon securing employment or becoming self-employed at any time within the Noncompetition Period, and shall provide to the Company such details concerning such employment or self-employment as it may reasonably request in order to ensure compliance with the terms hereof.

     (f) Executive hereby advises the Company that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 8, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, confidential information and other legitimate business interests of the Company and its Subsidiaries, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by them. Executive agrees that Executive will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were Executive to breach any of the provisions of this Section 8, the harm to the Company and its Subsidiaries would be irreparable. Executive therefore agrees that, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it,

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have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with enforcing its rights hereunder. Executive further agrees that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, Executive agrees that the Noncompetition Period and the Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which Executive is in violation of any of the terms of this Section 8, in order that the Company shall have the agreed-upon temporal protection recited herein.

     (g) Executive agrees that if any of the restrictions in this Section 8 is held to be void or ineffective for any reason but would be held to be valid and effective if part of its wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective. Executive further agrees that the restrictions contained in each subsection of this Section 8 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions.

     (h) Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company and its Subsidiaries, and any successor or permitted assign to whose employ Executive may be transferred, without the necessity that this Agreement be re-signed at the time of such transfer. Executive further agrees that no changes in the nature or scope of his employment with the Company will operate to extinguish the terms and conditions set forth in Section 8, or otherwise require the parties to re-sign this Agreement

     (i) The provisions of this Section 8 shall survive the termination of the Employment Period and the termination of this Agreement, regardless of the reason or reasons therefor, and shall be binding on Executive regardless of any breach by the Company of any other provision of this Agreement.

     9. ASSIGNMENT. The rights and obligations of the Company shall enure to the benefit of and shall be binding upon the successors and assigns of the Company. The rights and obligations of Executive are not assignable except only that stock issuable, awards and payments payable to him after his death shall be made to his estate except as otherwise provided by the applicable plan or award documentation, if any.

     10. NOTICES. All notices and other communications required hereunder shall be in writing and shall be given by mailing the same by certified or registered mail, return receipt requested, postage prepaid. If sent to the Company the same shall be mailed to the Company at 770 Cochituate Road, Framingham, Massachusetts 01701, Attention: Chairman of the Executive Compensation Committee, or other such address as the Company may hereafter designate by notice to Executive; and if sent to Executive, the same shall be mailed to Executive at his address as set forth in the records of the Company or at such other address as Executive may hereafter designate by notice to the Company.

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     11. WITHHOLDING; CERTAIN TAX MATTERS. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) to the extent any payment hereunder shall be required to be delayed until six months following separation from service to comply with the “specified employee” rules of Section 409A it shall be so delayed (but not more than is required to comply with such rules).

     12. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the Commonwealth of Massachusetts.

     13. ARBITRATION. In the event that there is any claim or dispute arising out of or relating to this Agreement, or the breach thereof, and the parties hereto shall not have resolved such claim or dispute within sixty (60) days after written notice from one party to the other setting forth the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by binding arbitration in Boston, Massachusetts in accordance with the Rules Governing Resolutions of Employment Disputes of the American Arbitration Association by an arbitrator mutually agreed upon by the parties hereto or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing, if either the Company or Executive shall request, such arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by Executive and the third selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. Judgment upon the award rendered by such arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of either party.

     14. ENTIRE AGREEMENT. This Agreement, including Exhibits, represents the entire agreement between the parties relating to the terms of Executive’s employment by the Company and supersedes all prior written or oral agreements between them except to the extent provided herein.

	/s/ Jeffrey G. Naylor Executive
	THE TJX COMPANIES, INC.
By:	/s/Carol Meyrowitz

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EXHIBIT A

Certain Definitions

     (a) “Base Salary” means, for any period, the amount described in Section 3(a).

     (b) “Board” means the Board of Directors of the Company.

     (c) “Cause” means dishonesty by Executive in the performance of his duties, conviction of a felony (other than a conviction arising solely under a statutory provision imposing criminal liability upon Executive on a per se basis due to the Company offices held by Executive, so long as any act or omission of Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board); gross neglect of duties (other than as a result of Incapacity, Disability or death), or conflict of interest which conflict shall continue for thirty (30) days after the Company gives written notice to Executive requesting the cessation of such conflict; or any fact or circumstance other than Incapacity, Disability or death that prevents Executive from continuing to provide services to the Company.

     In respect of any termination during a Standstill Period, Executive shall not be deemed to have been terminated for Cause until the later to occur of (i) the 30th day after notice of termination is given and (ii) the delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Company’s directors at a meeting called and held for that purpose (after reasonable notice to Executive), and at which Executive together with his counsel was given an opportunity to be heard, finding that Executive was guilty of conduct described in the definition of “Cause” above, and specifying the particulars thereof in detail; provided, however, that the Company may suspend Executive and withhold payment of his Base Salary from the date that notice of termination is given until the earliest to occur of (A) termination of Executive for Cause effected in accordance with the foregoing procedures (in which case Executive shall not be entitled to his Base Salary for such period), (B) a determination by a majority of the Company’s directors that Executive was not guilty of the conduct described in the definition of “Cause” effected in accordance with the foregoing procedures (in which case Executive shall be reinstated and paid any of his previously unpaid Base Salary for such period), or (C) ninety (90) days after notice of termination is given (in which case Executive shall then be reinstated and paid any of his previously unpaid Base Salary for such period). If Base Salary is withheld and then paid pursuant to clause (B) or (C) of the preceding sentence, the amount thereof shall be accompanied by simple interest, calculated on a daily basis, at a rate per annum equal to the prime or base lending rate, as in effect at the time, of the Company’s principal commercial bank.

     (d) “Change of Control” has the meaning given it in Exhibit B.

     (e) “Change of Control Termination” means the termination of Executive’s employment during a Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or (3) by reason of death, Incapacity or Disability.

     For purposes of this definition, termination for “good reason” shall mean the voluntary termination by Executive of his employment (A) within one hundred and twenty (120) days after

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the occurrence without Executive’s express written consent of any one of the events described in clauses (I), (II), (III), (IV), (V) or (VI) below, provided, that Executive gives notice to the Company at least thirty (30) days in advance requesting that the pertinent situation described therein be remedied, and the situation remains unremedied upon expiration of such 30-day period; (B) within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of the event described in clause (VII), provided, that Executive gives notice to the Company at least thirty (30) days in advance of his intent to terminate his employment in respect of such event; or (C) under the circumstances described in clause (VIII) below, provided, that Executive gives notice to the Company at least thirty (30) days in advance:

(I)	the assignment to him of any duties inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change of Control, or any removal of Executive from or any failure to reelect him to such positions, except in connection with the termination of Executive’s employment by the Company for Cause or by Executive other than for good reason, or any other action by the Company which results in a diminishment in such position, authority, duties or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Executive; or
(II)	if Executive’s rate of Base Salary for any fiscal year is less than 100% of the rate of Base Salary paid to Executive in the completed fiscal year immediately preceding the Change of Control or if Executive’s total cash compensation opportunities, including salary and incentives, for any fiscal year are less than 100% of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control; or
(III)	the failure of the Company to continue in effect any benefits or perquisites, or any pension, life insurance, medical insurance or disability plan in which Executive was participating immediately prior to the Change of Control unless the Company provides Executive with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to the Change of Control; or
(IV)	any purported termination of Executive’s employment by the Company for Cause during a Standstill Period which is not effected in compliance with paragraph (d) above; or
(V)	any relocation of Executive of more than forty (40) miles from the place where Executive was located at the time of the Change of Control; or
(VI)	any other breach by the Company of any provision of this Agreement; or

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(VII)

the Company sells or otherwise disposes of, in one transaction or a series of related transactions, assets or earning power aggregating more than 30% of the assets (taken at asset value as stated on the books of the Company determined in accordance with generally accepted accounting principles consistently applied) or earning power of the Company (on an individual basis) or the Company and its Subsidiaries (on a consolidated basis) to any other Person or Persons (as those terms are defined in Exhibit B); or

(VIII)

the voluntary termination by Executive of his employment at any time within one year after the Change of Control. Notwithstanding the foregoing, the Board may expressly waive the application of this clause (VIII) if it waives the applicability of substantially similar provisions with respect to all persons with whom the Company has a written severance agreement (or may condition its application on any additional requirements or employee agreements which the Board shall in its discretion deem appropriate in the circumstances). The determination of whether to waive or impose conditions on the application of this clause (VIII) shall be within the complete discretion of the Board but shall be made prior to the Change of Control.

     (f) “Code” means the Internal Revenue Code of 1986, as amended.

     (g) “Committee” means the Executive Compensation Committee of the Board.

     (h) “Date of Termination” means the date on which Executive’s employment terminates.

     (i) “Disabled"/“Disability” has the meaning given it in the Company’s long-term disability plan. Executive’s employment shall be deemed to be terminated for Disability on the date on which Executive is entitled to receive long-term disability compensation pursuant to such long-term disability plan.

     (j) “End Date” has the meaning set forth in Section 1 of the Agreement.

     (k) “ESP” means the Company’s Executive Savings Plan.

     (l) “GDCP” means the Company’s General Deferred Compensation Plan, or, if the General Deferred Compensation Plan is no longer maintained by the Company, a nonqualified deferred compensation plan (other than the ESP) or arrangement the terms of which are not less favorable to Executive than the terms of the General Deferred Compensation Plan as in effect on the Effective Date.

     (m) “Incapacity” means a disability (other than Disability within the meaning of (i) above) or other impairment of health that renders Executive unable to perform his duties (either with or without reasonable accommodation) to the reasonable satisfaction of the Committee.

     (n) “LRPIP” has the meaning set forth in Section 3(c) of the Agreement.

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     (o) “MIP” has the meaning set forth in Section 3(c) of the Agreement..

     (p) “Section 409A” means Section 409A of the Code.

     (q) “Standstill Period” means the period commencing on the date of a Change of Control and continuing until the close of business on the earlier of the day immediately preceding the End Date or the last business day of the 24th calendar month following such Change of Control.

     (r) “Stock” means the common stock, $1.00 par value, of the Company.

     (s) “Stock Incentive Plan” has the meaning set forth in Section 3(c) of the Agreement.

     (t) “Subsidiary” means any corporation in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock.

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EXHIBIT B

Definition of “Change of Control”

     “Change of Control” shall mean the occurrence of any one of the following events:

     (a) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that no transaction shall be deemed to be a Change of Control (i) if the person or each member of a group of persons acquiring control is excluded from the definition of the term “Person” hereunder or (ii) unless the Committee shall otherwise determine prior to such occurrence, if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring control; or

     (b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any employee benefit plan of the Company or such a subsidiary becomes the owner of 20% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least 1/4 of the Company’s Board of Directors; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or

     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Company’s Board of Directors and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least 1/4 of the Company’s Board of Directors; or

     (d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control if, immediately after such transaction, Executive or any Executive Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of the Company owned by Executive and any Executive Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of the Company immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in the same manner as

B-1

ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d), if such agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change of Control shall not be deemed to have taken place unless and until such approval is secured (but upon any such approval, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).

     In addition, for purposes of this Exhibit B the following terms have the meanings set forth below:

     “Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board of Directors of the Company shall expressly so determine in any future transaction or transactions.

     A Person shall be deemed to be the “owner” of any Common Stock:

     (i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or

     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or

     (iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.

     An “Executive Related Party” shall mean any affiliate or associate of Executive other than the Company or a majority-owned subsidiary of the Company. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, the Company).

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EXHIBIT C

Change of Control Benefits

     C.1. Benefits Upon a Change of Control Termination.

     (a) The Company shall pay the following to Executive in a lump sum, within thirty (30) days following a Change of Control Termination or on such delayed basis as may be necessary to comply with Section 409A: an amount equal to (A) two times his Base Salary for one year at the rate in effect immediately prior to the Date of Termination or the Change of Control, whichever is higher, plus (B) the accrued and unpaid portion of his Base Salary through the Date of Termination, subject to the following. If Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under (A) shall be reduced by the annual long-term disability compensation benefit for which Executive is eligible under such plan for the two-year period over which the amount payable under (A) is measured. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under the first sentence of this subsection (a), and if the sum of such payments (the “combined Change of Control/disability benefit”) exceeds the payment for such period to which Executive is entitled under the first sentence of this subsection (a) (determined without regard to the second sentence of this subsection (a)), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined Change of Control/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (b) Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the continued benefit of Executive and his family all life insurance and medical insurance plans and programs in which Executive was entitled to participate immediately prior to the Change of Control, provided, that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive is ineligible to participate in such plans or programs, the Company shall arrange upon comparable terms to provide Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. Notwithstanding the foregoing, the Company’s obligations hereunder with respect to life or medical coverage or benefits shall be deemed satisfied to the extent (but only to the extent) of any such coverage or benefits provided by another employer.

     (c) For a period of two years after the Date of Termination, the Company shall make available to Executive the use of any automobile that was made available to Executive prior to the Date of Termination, including ordinary replacement thereof in accordance with the Company’s automobile policy in effect immediately prior to the Change of Control (or, in lieu of making such automobile available, the Company may at its option pay to Executive the present value of its cost of providing such automobile).

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     C.2. Incentive Benefits Upon a Change of Control. Within thirty (30) days following a Change of Control, whether or not Executive’s employment has terminated or been terminated, the Company shall pay to Executive, in a lump sum, the sum of (i) and (ii), where:

     (i) is the sum of (A) the “Target Award” under the Company’s Management Incentive Plan or any other annual incentive plan which is applicable to Executive for the fiscal year in which the Change of Control occurs, plus (B) an amount equal to such Target Award prorated for the period of active employment during such fiscal year through the Change of Control; and

     (ii) the sum of (A) for Performance Cycles not completed prior to the Change of Control, an amount with respect to each such cycle equal to the maximum Award under LRPIP specified for Executive for such cycle, plus (B) any unpaid amounts owing with respect to cycles completed prior to the Change of Control.

     C.3. Gross-Up Payment. Payments under Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”). If any portion of the payments or benefits to or for the benefit of Executive (including, but not limited to, payments and benefits under this Agreement but determined without regard to this paragraph) constitutes an “excess parachute payment” within the meaning of Section 280G (the aggregate of such payments being hereinafter referred to as the “Excess Parachute Payments”), the Company shall promptly pay to Executive an additional amount (the “gross-up payment”) that after reduction for all taxes (including but not limited to the Excise Tax) with respect to such gross-up payment equals the Excise Tax with respect to the Excess Parachute Payments; provided, that to the extent any gross-up payment would be considered “deferred compensation” for purposes of Section 409A of the Code, the manner and time of payment, and the provisions of this Section C.3, shall be adjusted to the extent necessary (but only to the extent necessary) to comply with the requirements of Section 409A with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at Section 409A(a)(1)(B) or Section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the gross-up payment cannot be made to conform to the requirements of Section 409A of the Code, the amount of the gross-up payment shall be determined without regard to any gross-up for the Section 409A penalties. The determination as to whether Executive’s payments and benefits include Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax owed with respect thereto, and the amount of any gross-up payment shall be made at the Company’s expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Committee may designate prior to a Change of Control (the “accounting firm”). Notwithstanding the foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined by the accounting firm, the Company shall promptly augment the gross-up payment to address such higher Excise Tax liability.

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     C.4. Other Benefits. In addition to the amounts described in Sections C.1. and C.2., and C.3., Executive or his legal representative shall be entitled to his Stock Incentive Plan benefits, if any, under Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), and to the payment of his vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans).

     C.5. Noncompetition; No Mitigation of Damages; etc.

     (a) Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with the Company subsequent to the termination of his employment, whether contained in an employment agreement or other agreement, shall no longer be effective.

     (b) No Duty to Mitigate Damages. Executive’s benefits under this Exhibit C shall be considered severance pay in consideration of his past service and his continued service from the date of this Agreement, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.

     (c) Legal Fees and Expenses. The Company shall pay all legal fees and expenses, including but not limited to counsel fees, stenographer fees, printing costs, etc. reasonably incurred by Executive in contesting or disputing that the termination of his employment during a Standstill Period is for Cause or other than for good reason (as defined in the definition of Change of Control Termination) or obtaining any right or benefit to which Executive is entitled under this Agreement following a Change of Control. Any amount payable under this Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at Bank of America, or its successor, until paid in full.

     (d) Notice of Termination. During a Standstill Period, Executive’s employment may be terminated by the Company only upon thirty (30) days’ written notice to Executive.

B-3

SCHEDULE I

Competitive Businesses

The following businesses (together with any subsidiaries and affiliates) are the specified businesses referred to in Section 8(b)(ii)(A) of the Agreement:

[*****]

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

B-1

EX-10.5

Exhibit 10.5

PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED AND WILL BE FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

EMPLOYMENT AGREEMENT

DATED AS OF JANUARY 29, 2010

BETWEEN ERNIE HERRMAN AND THE TJX COMPANIES, INC.

INDEX

	PAGE
1. EFFECTIVE DATE; TERM OF AGREEMENT		1
2. SCOPE OF EMPLOYMENT		1
3. COMPENSATION AND BENEFITS		2
4. TERMINATION OF EMPLOYMENT; IN GENERAL		3
5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT		3
6. OTHER TERMINATION		6
7. BENEFITS UPON CHANGE OF CONTROL		6
8. AGREEMENT NOT TO SOLICIT OR COMPETE		6
9. ASSIGNMENT		10
10. NOTICES		10
11. WITHHOLDING; CERTAIN TAX MATTERS		10
12. GOVERNING LAW		10
13. ARBITRATION		10
14. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE		11
15. ENTIRE AGREEMENT		11
EXHIBIT A Certain Definitions		A-1
EXHIBIT B Definition of “Change of Control”		B-1
EXHIBIT C Change of Control Benefits		C-1
EXHIBIT D Competitive Businesses		D-1

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ERNIE HERRMAN

EMPLOYMENT AGREEMENT

     AGREEMENT dated as of January 29, 2010 between ERNIE HERRMAN (“Executive”) and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framingham, Massachusetts 01701(the “Company”).

RECITALS

     The Company and Executive intend that the Executive shall be employed by the Company on the terms set forth below and, to that end, deem it desirable and appropriate to enter into this Agreement.

AGREEMENT

     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

     1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of January 29, 2010 (the “Effective Date”). Upon effectiveness of this Agreement on the Effective Date, the Employment Agreement between the Company and the Executive dated as of September 8, 2006 (as amended, the “Prior Agreement”) shall terminate and be of no further force and effect. Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until February 2, 2013 (the “End Date”). The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it being understood that nothing in this Agreement shall be construed as entitling Executive to continuation of his employment beyond the End Date and that any such continuation shall be subject to the agreement of the parties. This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

     2. SCOPE OF EMPLOYMENT.

     (a) Nature of Services. Executive shall diligently perform such duties and assume such responsibilities as shall from time to time be specified by the Company.

     (b) Extent of Services. Except for illnesses and vacation periods, Executive shall devote substantially all his working time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement. However, Executive may (i) make any passive investments where he is not obligated or required to, and shall not in fact, devote any managerial efforts, (ii) subject to approval by the Company (which approval shall not be unreasonably withheld or withdrawn), participate in charitable or community activities or in trade or professional organizations, or (iii) subject to approval by the Company (which approval shall not be unreasonably withheld or withdrawn), hold directorships in public companies, except only that the Company shall have the right to limit such services as a director or such participation in

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charitable or community activities or in trade or professional organizations whenever the Company shall believe that the time spent on such activities infringes in any material respect upon the time required by Executive for the performance of his duties under this Agreement or is otherwise incompatible with those duties.

     3. COMPENSATION AND BENEFITS.

     (a) Base Salary. Executive shall be paid a base salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. The rate at which Executive’s Base Salary shall be paid shall be $925,000 per year or such other rate (not less than $925,000 per year) as the Committee may determine after Committee review not less frequently than annually.

     (b) Existing Awards. Reference is made to outstanding awards to Executive of stock options and of performance-based restricted stock made prior to the Effective Date under the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), to the award opportunity granted to Executive for FYE 2010 under the Company’s Management Incentive Plan (“MIP”), and to award opportunities granted to Executive under the Company’s Long Range Performance Incentive Plan (“LRPIP”) for cycles beginning before the Effective Date. Each of such awards outstanding immediately prior to the Effective Date shall continue for such period or periods and in accordance with such terms as are set out in the applicable grant, award certificate, award agreement and other governing documents relating to such awards and shall not be affected by the terms of this Agreement except as otherwise expressly provided herein.

     (c) New Stock Awards. Consistent with the terms of the Stock Incentive Plan, during the Employment Period, Executive will be entitled to stock-based awards under the Stock Incentive Plan at levels commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (d) LRPIP. During the Employment Period, Executive will be eligible to participate in annual grants under LRPIP at a level commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (e) MIP. During the Employment Period, Executive will be eligible to participate in annual awards under MIP at a level commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (f) Qualified Plans; Other Deferred Compensation Plans. Executive shall be entitled during the Employment Period to participate in the Company’s tax-qualified retirement and profit-sharing plans maintained for the benefit of Company employees, and in the ESP, in each case in accordance with the terms of the applicable plan (including, for the avoidance of doubt and without limitation, the amendment and termination provisions thereof).

     (g) Policies and Fringe Benefits. Executive shall be subject to Company policies applicable to its executives generally and shall be entitled to receive all such fringe benefits as the Company shall from time to time make available to other executives generally (subject to the terms of any applicable fringe benefit plan).

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     (h) Other. The Company is entitled to terminate Executive’s employment notwithstanding the fact that Executive may lose entitlement to benefits under the arrangements described above. Upon termination of his employment, Executive shall have no claim against the Company for loss arising out of ineligibility to exercise any stock options granted to him or otherwise in relation to any of the stock options or other stock-based awards granted to Executive, and the rights of Executive shall be determined solely by the rules of the relevant award document and plan.

     4. TERMINATION OF EMPLOYMENT; IN GENERAL.

     (a) The Company shall have the right to end Executive’s employment at any time and for any reason, with or without Cause.

     (b) Executive’s employment shall terminate upon written notice by the Company to Executive (or, if earlier, to the extent consistent with the requirements of Section 409A, upon the expiration of the twenty-nine (29)-month period commencing upon Executive’s absence from work) if, by reason of Disability, Executive is unable to perform his duties for at least six continuous months. Any termination pursuant to this Section 4(b) shall be treated for purposes of Section 5 and the definition of “Change of Control Termination” at subsection (a) of Exhibit A as a termination by reason of Disability.

     (c) Whenever his employment shall terminate, Executive shall resign all offices or other positions he shall hold with the Company and any affiliated corporations. For the avoidance of doubt, the Employment Period shall terminate upon termination of Executive’s employment for any reason.

     5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT.

     (a) Certain Terminations Prior to the End Date. If the Employment Period shall have terminated prior to the End Date by reason of (I) death or Disability of Executive, (II) termination by the Company for any reason other than Cause or (III) a Constructive Termination, then all compensation and benefits for Executive shall be as follows:

     (i) For a period of twenty-four (24) months after the Date of Termination (the “termination period”), the Company will pay to Executive or his legal representative, without reduction for compensation earned from other employment or self employment, continued Base Salary at the rate in effect at termination of employment in accordance with its regular payroll practices for executive employees of the Company (but not less frequently than monthly); provided, that if Executive is a Specified Employee at the relevant time, the Base Salary that would otherwise be payable during the six-month period beginning on the Date of Termination shall instead be accumulated and paid, without interest, in a lump sum on the date that is six (6) months and one day after such date (or, if earlier, the date of Executive’s death); and further provided, that if Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under this clause shall be paid at a rate equal to the excess of (a) the rate of Base Salary in effect at termination of employment, over (b) the

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long-term disability compensation benefits for which Executive is approved under such plan.

     (ii) If Executive elects so-called “COBRA” continuation of group health plan coverage provided pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, there shall be added to the amounts otherwise payable under Section 5(a)(i) above, during the continuation of such coverage, an amount (grossed up for federal and state income taxes) equal to the participant cost of such coverage, except to the extent that Executive shall obtain no less favorable coverage from another employer or from self-employment in which case such additional payments shall cease immediately.

     (iii) The Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, (A) any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus (B) any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination. These amounts will be paid at the same time as other awards for such prior year or cycle are paid.

     (iv) For any MIP performance period in which Executive participates that begins before and ends after the Date of Termination, and at the same time as other MIP awards for such performance period are paid, but in no event later than by the 15th day of the third month following the close of the fiscal year to which such MIP award relates, the Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to (A) the MIP award, if any, that Executive would have earned and been paid had he continued in office through the end of such fiscal year, determined without regard to any adjustment for individual performance factors, multiplied by (B) a fraction, the numerator of which is three hundred and sixty-five (365) plus the number of days during such fiscal year prior to termination, and the denominator of which is seven hundred and thirty (730); provided, however, that if the Employment Period shall have terminated by reason of Executive’s death or Disability, this clause (iv) shall not apply and Executive instead shall be entitled to the MIP benefit described in Section 5(a)(viii) below; and further provided, that if Executive is a Specified Employee at the relevant time, the amounts described in this clause (iv) shall be paid not sooner than six (6) months and one day after termination.

     (v) For each LRPIP cycle in which Executive participates that begins before and ends after the Date of Termination, and at the same time as other LRPIP awards for such cycle are paid, but in no event later than by the 15th day of the third month following the close of the last of the Company’s fiscal years in such cycle, the Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to (A) the LRPIP award, if any, that Executive would have earned and been paid had he continued in office through the end of such cycle, determined without regard to any adjustment for individual performance factors, multiplied by (B) a fraction, the numerator of which is the number of full months

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in such cycle completed prior to termination of employment and the denominator of which is the number of full months in such cycle; provided, that if Executive is a Specified Employee at the relevant time, the amounts described in this clause (v) shall be paid not sooner than six (6) months and one day after termination.

     (vi) In addition, Executive or his legal representative shall be entitled to the Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), in each case in accordance with and subject to the terms of the applicable arrangement, and to payment of his vested benefits, if any, under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans) and any vested benefits under the Company’s frozen GDCP.

     (vii) If termination occurs by reason of Disability, Executive shall also be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term disability plan. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under Section 5(a)(i) above, and if the sum of such payments (the “combined salary/disability benefit”) exceeds the payment for such period to which Executive is entitled under Section 5(a)(i) above (determined without regard to the proviso set forth therein), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined salary/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (viii) If termination occurs by reason of death or Disability, Executive shall also be entitled to an amount equal to Executive’s MIP Target Award for the year of termination, without proration. This amount will be paid at the same time as other MIP awards for such performance period are paid.

     (ix) Except as expressly set forth above or as required by law, Executive shall not be entitled to continue participation during the termination period in any employee benefit or fringe benefit plans, except for continuation of any automobile allowance which shall be added to the amounts otherwise payable under Section 5(a)(i) above during the continuation of such coverage but not beyond the end of the termination period.

     (b) Termination on the End Date. Unless earlier terminated or except as otherwise mutually agreed by Executive and the Company, Executive’s employment with the Company shall terminate on the End Date. Unless the Company in connection with such termination shall offer to Executive continued service in a position on reasonable terms, Executive shall be treated as having been terminated under Section 5(a)(II) on the day immediately preceding the End Date and shall be entitled to the compensation and benefits described in Section 5(a) in respect of such a termination, subject, for the avoidance of doubt, to the other provisions of this Agreement including, without limitation, Section 8. If the Company in connection with such termination offers to Executive continued service in a position on reasonable terms, and Executive declines such service, he shall be treated for all purposes of this Agreement as having terminated his employment voluntarily on the End Date and he shall be entitled only to those benefits to which

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he would be entitled under Section 6(a) (“Voluntary termination of employment”). For purposes of the two preceding sentences, “service in a position on reasonable terms” shall mean service in a position comparable to the position in which Executive was serving immediately prior to the End Date, as reasonably determined by the Committee.

     6. OTHER TERMINATION.

     (a) Voluntary termination of employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans) and any vested benefits under the Company’s frozen GDCP. In addition, the Company will pay to Executive or his legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment.

     (b) Termination for Cause. If the Company should end Executive’s employment for Cause all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive’s account (but not received) under the ESP and the frozen GDCP in accordance with the terms of those programs; (y) any vested benefits to which Executive is entitled under the Company’s tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards).

     7. BENEFITS UPON CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C; provided, for the avoidance of doubt, that the provisions of Section 11 of this Agreement shall also apply to the determination and payment of any payments or benefits pursuant to Exhibit C.

     8. AGREEMENT NOT TO SOLICIT OR COMPETE.

     (a) During the Employment Period and for a period of twenty-four (24) months thereafter (the “Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor) (i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an employee, director, consultant, advisor or other service provider, (ii) recommend any protected person for employment or other engagement with any person or entity other than the Company and its Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to persuade, induce or encourage any protected person to discontinue employment or engagement with the Company or its Subsidiaries, or recommend to any

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protected person any employment or engagement other than with the Company or its Subsidiaries, (iv) accept services of any sort (whether for compensation or otherwise) from any protected person, or (v) participate with any other person or entity in any of the foregoing activities. Any individual or entity to which Executive provides services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a shareholder, member, partner, joint venturer or investor, excluding interests in the common stock of any publicly traded corporation of one percent (1%) or less, and any individual or entity that is affiliated with any such individual or entity, shall, for purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of Executive with respect to any “protected person” who worked with Executive at any time during the six (6) months prior to termination of the Employment Period. A “protected person” is a person who at the time of termination of the Employment Period, or within six (6) months prior thereto, is or was employed by the Company or any of its Subsidiaries either in a position of Assistant Vice President or higher, or in a salaried position in any merchandising group. As to (I) each “protected person” to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III) each limitation on (A) employment or other engagement, (B) solicitation and (C) unsolicited acceptance of services, of each “protected person” and (IV) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) shall be deemed to be separate and independent agreements. In the event of unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be deemed automatically reformed in order to allow for the greatest degree of enforceability authorized by law or, if no such reformation is possible, deleted from the provisions hereof entirely, and such reformation or deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.

     (b) During the course of his employment, Executive will have learned vital trade secrets of the Company and its Subsidiaries and will have access to confidential and proprietary information and business plans of the Company and its Subsidiaries. Therefore, during the Employment Period and for a period of twenty-four (24) months thereafter (the “Noncompetition Period”), Executive will not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor (disregarding in this connection passive ownership for investment purposes of common stock representing one percent (1%) or less of the voting power or value of any publicly traded corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or fees-for-services relationship or arrangement with, or advise with respect to the organization or conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person that engages in any “competitive business” as hereinafter defined, nor shall Executive undertake any planning to engage in any such activities. The term “competitive business” (i) shall mean any business (however organized or conducted) that competes with a business in which the Company or any of its Subsidiaries was engaged, or in which the Company or any Subsidiary was planning to engage, at any time during the 12-month period immediately preceding the date on which the Employment Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A) any business specified on Exhibit D to this Agreement, and (B) any other off-price, promotional, or warehouse-club-type retail business, however organized or conducted, that sells apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of merchandise sold by the Company or any of its Subsidiaries at the termination of the Employment Period. For purposes of this subsection (b), a “Person” means an individual, a corporation, a limited liability company,

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an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or its Subsidiaries, and reference to any Person (the “first Person”) shall be deemed to include any other Person that controls, is controlled by or is under common control with the first Person. If, at any time, pursuant to action of any court, administrative, arbitral or governmental body or other tribunal, the operation of any part of this subsection shall be determined to be unlawful or otherwise unenforceable, then the coverage of this subsection shall be deemed to be reformed and restricted as to substantive reach, duration, geographic scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in which such determination is made.

     (c) Executive shall never use or disclose any confidential or proprietary information of the Company or its Subsidiaries other than as required by applicable law or during the Employment Period for the proper performance of Executive’s duties and responsibilities to the Company and its Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the exclusive property of the Company and its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the Company at such time or times as the Company may specify all Documents then in Executive’s possession or control. In addition, upon termination of employment for any reason other than the death of Executive, Executive shall immediately return all Documents, and shall execute a certificate representing and warranting that he has returned all such Documents in Executive’s possession or under his control.

     (d) If, during the Employment Period or at any time following termination of the Employment Period, regardless of the reason for such termination, Executive breaches any provision of this Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, with interest at the prime rate in effect at Bank of America, or its successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5; (ii) any unexercised stock options and stock appreciation rights held by Executive; (iii) if any other stock-based award vested in connection with termination of the Employment Period, whether occurring prior to, simultaneously with, or following such breach, or subsequent to such breach and prior to termination of the Employment Period, the value of such stock-based award at time of vesting plus any additional gain realized on a subsequent sale or disposition of the award or the underlying stock; and (iv) in respect of each stock option or stock appreciation right exercised by Executive within six (6) months prior to any such breach or subsequent thereto and prior to the forfeiture and disgorgement required by this Section 8(d), the excess over the exercise price (or base value, in the case of a stock appreciation right) of the greater of (A) the fair market value at time of exercise of the shares of stock subject to the award, or (B) the number of shares of stock subject to such award multiplied by the per-share proceeds of any sale of such stock by Executive.

     (e) Executive shall notify the Company immediately upon securing employment or becoming self-employed at any time within the Noncompetition Period or the Nonsolicitation

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Period, and shall provide to the Company such details concerning such employment or self-employment as it may reasonably request in order to ensure compliance with the terms hereof.

     (f) Executive hereby advises the Company that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 8, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, confidential information and other legitimate business interests of the Company and its Subsidiaries, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by them. Executive agrees that Executive will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were Executive to breach any of the provisions of this Section 8, the harm to the Company and its Subsidiaries would be irreparable. Executive therefore agrees that, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with enforcing its rights hereunder. Executive further agrees that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, Executive agrees that the Noncompetition Period and the Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which Executive is in violation of any of the terms of this Section 8, in order that the Company shall have the agreed-upon temporal protection recited herein.

     (g) Executive agrees that if any of the restrictions in this Section 8 is held to be void or ineffective for any reason but would be held to be valid and effective if part of its wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective. Executive further agrees that the restrictions contained in each subsection of this Section 8 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions.

     (h) Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company and its Subsidiaries, and any successor or permitted assign to whose employ Executive may be transferred, without the necessity that this Agreement be re-signed at the time of such transfer. Executive further agrees that no changes in the nature or scope of his employment with the Company will operate to extinguish the terms and conditions set forth in Section 8, or otherwise require the parties to re-sign this Agreement.

     (i) The provisions of this Section 8 shall survive the termination of the Employment Period and the termination of this Agreement, regardless of the reason or reasons therefor, and shall be binding on Executive regardless of any breach by the Company of any other provision of this Agreement.

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     9. ASSIGNMENT. The rights and obligations of the Company shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The rights and obligations of Executive are not assignable except only that stock issuable, awards and payments payable to him after his death shall be made to his estate except as otherwise provided by the applicable plan or award documentation, if any.

     10. NOTICES. All notices and other communications required hereunder shall be in writing and shall be given by mailing the same by certified or registered mail, return receipt requested, postage prepaid. If sent to the Company the same shall be mailed to the Company at 770 Cochituate Road, Framingham, Massachusetts 01701, Attention: Chairman of the Executive Compensation Committee, or other such address as the Company may hereafter designate by notice to Executive; and if sent to Executive, the same shall be mailed to Executive at his address as set forth in the records of the Company or at such other address as Executive may hereafter designate by notice to the Company.

     11. WITHHOLDING; CERTAIN TAX MATTERS. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) to the extent any payment hereunder that is payable by reason of termination of Executive’s employment constitutes “nonqualified deferred compensation” subject to Section 409A and would otherwise have been required to be paid during the six (6)-month period following such termination of employment, it shall instead (unless at the relevant time Executive is no longer a Specified Employee) be delayed and paid, without interest, in a lump sum on the date that is six (6) months and one day after Executive’s termination (or, if earlier, the date of Executive’s death). Executive acknowledges that he has reviewed the provisions of this Agreement with his advisors and agrees that except for the gross-up entitlement described in Section 5(a)(ii) of this Agreement, the Company shall not be liable to make Executive whole for any taxes that may become due or payable by reason of this Agreement or any payment, benefit or entitlement hereunder.

     12. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the Commonwealth of Massachusetts.

     13. ARBITRATION. In the event that there is any claim or dispute arising out of or relating to this Agreement, or the breach thereof, and the parties hereto shall not have resolved such claim or dispute within sixty (60) days after written notice from one party to the other setting forth the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by binding arbitration in Boston, Massachusetts in accordance with the Rules Governing Resolutions of Employment Disputes of the American Arbitration Association by an arbitrator mutually agreed upon by the parties hereto or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing, if either the Company or Executive shall request, such arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by Executive and the third selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. Judgment upon the award rendered by such arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of either party.

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     14. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE. All references in the Agreement to termination of employment, a termination of the Employment Period, or separation from service, and correlative terms, that result in the payment or vesting of any amounts or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A shall be construed to require a Separation from Service, and the Date of Termination in any such case shall be construed to mean the date of the Separation from Service.

     15. ENTIRE AGREEMENT. This Agreement, including Exhibits, represents the entire agreement between the parties relating to the terms of Executive’s employment by the Company and supersedes all prior written or oral agreements, including, without limitation, the Prior Agreement, between them.

	/s/ Ernie Herrman
	Executive
THE TJX COMPANIES, INC.
By:	/s/ Carol Meyrowitz

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EXHIBIT A

Certain Definitions

     (a) “Base Salary” means, for any period, the amount described in Section 3(a).

     (b) “Board” means the Board of Directors of the Company.

     (c) “Cause” means dishonesty by Executive in the performance of his duties, conviction of a felony (other than a conviction arising solely under a statutory provision imposing criminal liability upon Executive on a per se basis due to the Company offices held by Executive, so long as any act or omission of Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board), gross neglect of duties (other than as a result of Disability or death), or conflict of interest which conflict shall continue for thirty (30) days after the Company gives written notice to Executive requesting the cessation of such conflict.

     In respect of any termination during a Standstill Period, Executive shall not be deemed to have been terminated for Cause until the later to occur of (i) the 30th day after notice of termination is given and (ii) the delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Company’s directors at a meeting called and held for that purpose (after reasonable notice to Executive), and at which Executive together with his counsel was given an opportunity to be heard, finding that Executive was guilty of conduct described in the definition of “Cause” above, and specifying the particulars thereof in detail; provided, however, that the Company may suspend Executive and withhold payment of his Base Salary from the date that notice of termination is given until the earliest to occur of (A) termination of Executive for Cause effected in accordance with the foregoing procedures (in which case Executive shall not be entitled to his Base Salary for such period), (B) a determination by a majority of the Company’s directors that Executive was not guilty of the conduct described in the definition of “Cause” effected in accordance with the foregoing procedures (in which case Executive shall be reinstated and paid any of his previously unpaid Base Salary for such period), or (C) ninety (90) days after notice of termination is given (in which case Executive shall then be reinstated and paid any of his previously unpaid Base Salary for such period). If Base Salary is withheld and then paid pursuant to clause (B) or (C) of the preceding sentence, the amount thereof shall be accompanied by simple interest, calculated on a daily basis, at a rate per annum equal to the prime or base lending rate, as in effect at the time, of the Company’s principal commercial bank. The Company shall exercise its discretion under this paragraph consistent with the requirements of Section 409A or the requirements for exemption from Section 409A.

     (d) “Change in Control Event” means a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company.

     (e) “Change of Control” has the meaning given it in Exhibit B.

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     (f) “Change of Control Termination” means the termination of Executive’s employment during a Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or (3) by reason of death or Disability.

     For purposes of this definition, termination for “good reason” shall mean the voluntary termination by Executive of his employment within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of any one of the events described below, provided, that Executive gives notice to the Company within sixty (60) days of the first occurrence of any such event or condition, requesting that the pertinent event or condition described therein be remedied, and the situation remains unremedied upon expiration of the thirty (30)-day period commencing upon receipt by the Company of such notice:

(I)	the assignment to him of any duties inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change of Control, or any removal of Executive from or any failure to reelect him to such positions, except in connection with the termination of Executive’s employment by the Company for Cause or by Executive other than for good reason, or any other action by the Company which results in a diminishment in such position, authority, duties or responsibilities; or
(II)	if Executive’s rate of Base Salary for any fiscal year is less than 100% of the rate of Base Salary paid to Executive in the completed fiscal year immediately preceding the Change of Control or if Executive’s total cash compensation opportunities, including salary and incentives, for any fiscal year are less than 100% of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control; or
(III)	the failure of the Company to continue in effect any benefits or perquisites, or any pension, life insurance, medical insurance or disability plan in which Executive was participating immediately prior to the Change of Control unless the Company provides Executive with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to the Change of Control; or
(IV)	any purported termination of Executive’s employment by the Company for Cause during a Standstill Period which is not effected in compliance with paragraph (c) above; or
(V)	any relocation of Executive of more than forty (40) miles from the place where Executive was located at the time of the Change of Control; or
(VI)	any other breach by the Company of any provision of this Agreement; or

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(VII) the Company sells or otherwise disposes of, in one transaction or a series of related transactions, assets or earning power aggregating more than 30% of the assets (taken at asset value as stated on the books of the Company determined in accordance with generally accepted accounting principles consistently applied) or earning power of the Company (on an individual basis) or the Company and its Subsidiaries (on a consolidated basis) to any other Person or Persons (as those terms are defined in Exhibit B).

     (g) “Code” means the Internal Revenue Code of 1986, as amended.

     (h) “Committee” means the Executive Compensation Committee of the Board.

     (i) “Constructive Termination” means a termination of employment by Executive occurring within one hundred twenty (120) days of a requirement by the Company that Executive relocate, without his prior written consent, more than forty (40) miles from the current corporate headquarters of the Company, but only if (i) Executive shall have given to the Company notice of intent to terminate within sixty (60) days following notice to Executive of such required relocation and (ii) the Company shall have failed, within thirty (30) days thereafter, to withdraw its notice requiring Executive to relocate. For purposes of the preceding sentence, the one hundred twenty (120) day period shall commence upon the end of the thirty (30)-day cure period, if the Company fails to cure within such period.

     (j) “Date of Termination” means the date on which Executive’s employment terminates.

     (k) “Disabled”/“Disability” means a medically determinable physical or mental impairment that (i) can be expected either to result in death or to last for a continuous period of not less than six months and (ii) causes Executive to be unable to perform the duties of his position of employment or any substantially similar position of employment to the reasonable satisfaction of the Committee.

     (l) “End Date” has the meaning set forth in Section 1 of the Agreement.

     (m) “ESP” means the Company’s Executive Savings Plan.

     (n) “GDCP” means the Company’s General Deferred Compensation Plan.

     (o) “LRPIP” has the meaning set forth in Section 3(b) of the Agreement.

     (p) “MIP” has the meaning set forth in Section 3(b) of the Agreement.

     (q) “Section 409A” means Section 409A of the Code.

     (r) “Separation from Service” shall mean a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations under Section 409A) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of such Treasury Regulations. The Committee may, but need not, elect in writing, subject to the applicable

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limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of the Agreement.

     (s) “Specified Employee” shall mean an individual determined by the Committee or its delegate to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of the Agreement.

     (t) “Standstill Period” means the period commencing on the date of a Change of Control and continuing until the close of business on the earlier of the day immediately preceding the End Date or the last business day of the 24th calendar month following such Change of Control.

     (u) “Stock” means the common stock, $1.00 par value, of the Company.

     (v) “Stock Incentive Plan” has the meaning set forth in Section 3(b) of the Agreement.

     (w) “Subsidiary” means any corporation in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock.

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EXHIBIT B

Definition of “Change of Control”

     “Change of Control” shall mean the occurrence of any one of the following events:

     (a) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that no transaction shall be deemed to be a Change of Control (i) if the person or each member of a group of persons acquiring control is excluded from the definition of the term “Person” hereunder or (ii) unless the Committee shall otherwise determine prior to such occurrence, if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring control; or

     (b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any employee benefit plan of the Company or such a subsidiary becomes the owner of 20% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or

     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Company’s Board of Directors and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; or

     (d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control if, immediately after such transaction, Executive or any Executive Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of the Company owned by Executive and any Executive Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of the Company immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in the same manner as

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ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d), a Change of Control shall not be deemed to have taken place unless and until the acquisition, merger, or consolidation contemplated by such agreement is consummated (but immediately prior to the consummation of such acquisition, merger, or consolidation, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).

     In addition, for purposes of this Exhibit B the following terms have the meanings set forth below:

     “Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board of Directors of the Company shall expressly so determine in any future transaction or transactions.

     A Person shall be deemed to be the “owner” of any Common Stock:

     (i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or

     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or

     (iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.

     An “Executive Related Party” shall mean any affiliate or associate of Executive other than the Company or a majority-owned subsidiary of the Company. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, the Company).

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EXHIBIT C

Change of Control Benefits

     C.1. Benefits Upon a Change of Control Termination.

     (a) The Company shall pay the following to Executive (i) as hereinafter provided an amount equal to two times his Base Salary for one year at the rate in effect immediately prior to the Date of Termination or the Change of Control, whichever is higher, plus (ii) within thirty (30) days following the Change of Control Termination, the accrued and unpaid portion of his Base Salary through the Date of Termination, subject to the following. If Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under (i) shall be reduced by the annual long-term disability compensation benefit for which Executive is eligible under such plan for the two-year period over which the amount payable under (i) is measured. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under the first sentence of this subsection (a), and if the sum of such payments (the “combined Change of Control/disability benefit”) exceeds the payment for such period to which Executive is entitled under the first sentence of this subsection (a) (determined without regard to the second sentence of this subsection (a)), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined Change of Control/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company. If the Change of Control Termination occurs in connection with a Change of Control that is also a Change in Control Event, the amount described in subsection (a)(i) shall be paid in a lump sum on the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), unless the Executive is not a Specified Employee on the relevant date, in which case the amount described in this subsection (a) shall instead be paid thirty (30) days following the date of the Change of Control Termination. If the Change of Control Termination occurs in connection with a Change of Control that is not a Change in Control Event, the amount described in subsection (a)(i) above shall be paid, except as otherwise required by Section 11 of the Agreement, in the same manner as it would have been paid in the case of a termination by the Company other than for Cause under Section 5(a), and in lieu of the MIP and LRPIP benefits described in Section C.2, Executive shall be entitled to the MIP and LRPIP benefits, if any, described in Section 5(a)(iv) and Section 5(a)(v) of the Agreement, payable in accordance with such Sections.

     (b) Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the continued benefit of Executive and his family all life insurance and medical insurance plans and programs in which Executive was entitled to participate immediately prior to the Change of Control, provided, that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive is ineligible to participate in such plans or programs, the Company shall arrange upon comparable terms to provide Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. Notwithstanding the foregoing, the Company’s obligations hereunder with respect to life or medical coverage or benefits shall be

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deemed satisfied to the extent (but only to the extent) of any such coverage or benefits provided by another employer.

     (c) On the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), the Company shall pay to Executive or his estate, in lieu of any automobile allowance, the present value of the automobile allowance (at the rate in effect prior to the Change of Control) it would have paid for the two years following the Change of Control Termination (or until the earlier date of Executive’s death, if Executive dies prior to the date of the payment under this Section C.1(c)); provided, that if the Change of Control is not a Change of Control Event, such amount shall instead be paid in the same manner as Executive’s automobile allowance would have been paid in the case of a termination by the Company other than for Cause under Section 5(a); and further provided, that if Executive is not a Specified Employee on the relevant date, any lump sum payable under this Section C.1(c) shall instead by paid within thirty (30) days following the Change of Control Termination.

     C.2. Incentive Benefits Upon a Change of Control. Within thirty (30) days following a Change of Control that is also a Change in Control Event, whether or not Executive’s employment has terminated or been terminated, the Company shall pay to Executive, in a lump sum, the sum of (i) and (ii), where:

     (i) is the sum of (A) the “Target Award” under MIP or any other annual incentive plan which is applicable to Executive for the fiscal year in which the Change of Control occurs, plus (B) an amount equal to such Target Award prorated for the period of active employment during such fiscal year through the Change of Control, plus (C) any unpaid amounts to which Executive is entitled under MIP with respect to any fiscal year completed prior to the Change of Control; and

     (ii) the sum of (A) for Performance Cycles not completed prior to the Change of Control, an amount with respect to each such cycle equal to the maximum Award under LRPIP specified for Executive for such cycle, plus (B) any unpaid amounts owing with respect to LRPIP cycles completed prior to the Change of Control.

If the Change of Control is not also a Change in Control Event, for the avoidance of doubt, Executive shall continue to participate in MIP and LRPIP (or such other incentive plans, if any, in which Executive was participating) in accordance with their terms, subject to Section C.1. above, and shall not be entitled to the supplemental or accelerated payments described in Section C.2.(i) and Section C.2.(ii) above.

     C.3. Payment Adjustment. Payments under Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the excise tax under Section 4999 of the Code) with respect to such

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payments (“Executive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Section C.1. or Section C.2. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change of Control, amounts payable under Section C.1. and Section C.2. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Executive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Section C.1(a)(i) of this Exhibit, then against any benefits payable under Section C.2. of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change of Control, and finally against all other payments, if any. The determination as to whether Executive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Section C.3. shall be made at the Company’s expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Committee may designate prior to a Change of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Executive or refunded to the Company, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

     C.4. Other Benefits. In addition to the amounts described in Sections C.1. and C.2., Executive or his legal representative shall be entitled to his Stock Incentive Plan benefits, if any, under Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), and to the payment of his vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans) and any vested benefits under the Company’s frozen GDCP.

     C.5. Noncompetition; No Mitigation of Damages; etc.

     (a) Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with the Company subsequent to the termination of his employment, whether contained in an employment agreement or other agreement, shall no longer be effective.

     (b) No Duty to Mitigate Damages. Executive’s benefits under this Exhibit C shall be considered severance pay in consideration of his past service and his continued service from the date of this Agreement, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.

     (c) Legal Fees and Expenses. The Company shall pay all legal fees and expenses, including but not limited to counsel fees, stenographer fees, printing costs, etc. reasonably incurred by Executive in contesting or disputing that the termination of his employment during a Standstill Period is for Cause or other than for good reason (as defined in the definition of Change of Control Termination) or obtaining any right or benefit to which Executive is entitled under this Agreement following a Change of Control. Any amount payable under this Agreement that is not paid when due shall accrue interest at the prime rate as from time to time

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in effect at Bank of America, or its successor, until paid in full. All payments and reimbursements under this Section shall be made consistent with the applicable requirements of Section 409A.

     (d) Notice of Termination. During a Standstill Period, Executive’s employment may be terminated by the Company only upon thirty (30) days’ written notice to Executive.

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EXHIBIT D

Competitive Businesses

The following businesses (together with any subsidiaries and affiliates) are the specified businesses referred to in Section 8(b)(ii)(A) of the Agreement:

[*****]

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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EX-10.6

Exhibit 10.6

PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED AND WILL BE FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

EMPLOYMENT AGREEMENT

DATED AS OF JANUARY 29, 2010

BETWEEN JEROME ROSSI AND THE TJX COMPANIES, INC

INDEX

	PAGE
1. EFFECTIVE DATE; TERM OF AGREEMENT		1
2. SCOPE OF EMPLOYMENT		1
3. COMPENSATION AND BENEFITS		2
4. TERMINATION OF EMPLOYMENT; IN GENERAL		3
5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT		3
6. OTHER TERMINATION		6
7. BENEFITS UPON CHANGE OF CONTROL		6
8. AGREEMENT NOT TO SOLICIT OR COMPETE		7
9. ASSIGNMENT		10
10. NOTICES		10
11. WITHHOLDING; CERTAIN TAX MATTERS		10
12. GOVERNING LAW		10
13. ARBITRATION		11
14. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE		11
15. ENTIRE AGREEMENT		11
EXHIBIT A Certain Definitions		A-1
EXHIBIT B Definition of “Change of Control”		B-1
EXHIBIT C Change of Control Benefits		C-1
EXHIBIT D Competitive Businesses		D-1

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JEROME ROSSI

EMPLOYMENT AGREEMENT

     AGREEMENT dated as of January 29, 2010 between Jerome Rossi (“Executive”) and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framingham, Massachusetts 01701 (the “Company”).

RECITALS

     The Company and Executive intend that Executive shall be employed by the Company on the terms set forth below and, to that end, deem it desirable and appropriate to enter into this Agreement.

AGREEMENT

     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

     1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of January 29, 2010 (the “Effective Date”). Upon effectiveness of this Agreement on the Effective Date, the Employment Agreement between the Company and the Executive dated as of January 28, 2007 (as amended, the “Prior Agreement”) shall terminate and be of no further force and effect. Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until January 28, 2012 (the “End Date”). The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it being understood that nothing in this Agreement shall be construed as entitling Executive to continuation of his employment beyond the End Date and that any such continuation shall be subject to the agreement of the parties. This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

     2. SCOPE OF EMPLOYMENT.

     (a) Nature of Services. Executive shall diligently perform such duties and assume such responsibilities as shall from time to time be specified by the Company.

     (b) Extent of Services. Except for illnesses and vacation periods, Executive shall devote substantially all his working time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement. However, Executive may (i) make any passive investments where he is not obligated or required to, and shall not in fact, devote any managerial efforts, (ii) subject to approval by the Company (which approval shall not be unreasonably withheld or withdrawn), participate in charitable or community activities or in trade or professional organizations, or (iii) subject to approval by the Company (which approval shall not be unreasonably withheld or withdrawn), hold directorships in public companies, except only that the Company shall have the right to limit such services as a director or such participation in

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charitable or community activities or in trade or professional organizations whenever the Company shall believe that the time spent on such activities infringes in any material respect upon the time required by Executive for the performance of his duties under this Agreement or is otherwise incompatible with those duties.

     3. COMPENSATION AND BENEFITS.

     (a) Base Salary. Executive shall be paid a base salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. The rate at which Executive’s Base Salary shall be paid shall be $700,000 per year or such other rate (not less than $700,000 per year) as the Committee may determine after Committee review not less frequently than annually.

     (b) Existing Awards. Reference is made to outstanding awards to Executive of stock options and of performance-based restricted stock made prior to the Effective Date under the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), to the award opportunity granted to Executive for FYE 2010 under the Company’s Management Incentive Plan (“MIP”), and to award opportunities granted to Executive under the Company’s Long Range Performance Incentive Plan (“LRPIP”) for cycles beginning before the Effective Date. Each of such awards outstanding immediately prior to the Effective Date shall continue for such period or periods and in accordance with such terms as are set out in the applicable grant, award certificate, award agreement and other governing documents relating to such awards and shall not be affected by the terms of this Agreement except as otherwise expressly provided herein.

     (c) New Stock Awards. Consistent with the terms of the Stock Incentive Plan, during the Employment Period, Executive will be entitled to stock-based awards under the Stock Incentive Plan at levels commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (d) LRPIP. During the Employment Period, Executive will be eligible to participate in annual grants under LRPIP at a level commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (e) MIP. During the Employment Period, Executive will be eligible to participate in annual awards under MIP at a level commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (f) Qualified Plans; Other Deferred Compensation Plans. Executive shall be entitled during the Employment Period to participate in the Company’s tax-qualified retirement and profit-sharing plans maintained for the benefit of Company employees, in SERP (Category B or Category C benefits, whichever are greater), and in the ESP, in each case in accordance with the terms of the applicable plan (including, for the avoidance of doubt and without limitation, the amendment and termination provisions thereof); provided, that, subject to the foregoing, Executive’s accrued benefit under SERP shall at all times be fully vested, based on his actual years of service; and further provided, that, if more favorable to Executive, Executive’s benefit upon retirement under SERP Part B shall be determined not under Section 5.3 of SERP but by

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determining Executive’s “tentative life annuity” under Section 5.2 of SERP commencing on the date of Executive’s retirement rather than at age 65 (with Average Compensation, Years of Service, and each of the offsets in subsections (c) through (f) of said Section 5.2 also determined as of the date of Executive’s retirement rather than at age 65) and computing the present value of such tentative life annuity using as an interest assumption for purposes of Section 7.2(c)(i) of SERP the average of the Interest Rates for the calendar year in which Executive retires and the two preceding calendar years; and further provided, that Executive shall not be entitled to matching credits under ESP.

     (g) Policies and Fringe Benefits. Executive shall be subject to Company policies applicable to its executives generally and shall be entitled to receive all such fringe benefits as the Company shall from time to time make available to other executives generally (subject to the terms of any applicable fringe benefit plan).

     (h) Other. The Company is entitled to terminate Executive’s employment notwithstanding the fact that Executive may lose entitlement to benefits under the arrangements described above. Upon termination of his employment, Executive shall have no claim against the Company for loss arising out of ineligibility to exercise any stock options granted to him or otherwise in relation to any of the stock options or other stock-based awards granted to Executive, and the rights of Executive shall be determined solely by the rules of the relevant award document and plan.

     4. TERMINATION OF EMPLOYMENT; IN GENERAL.

     (a) The Company shall have the right to end Executive’s employment at any time and for any reason, with or without Cause.

     (b) Executive’s employment shall terminate upon written notice by the Company to Executive (or, if earlier, to the extent consistent with the requirements of Section 409A, upon the expiration of the twenty-nine (29)-month period commencing upon Executive’s absence from work) if, by reason of Disability, Executive is unable to perform his duties for at least six continuous months. Any termination pursuant to this Section 4(b) shall be treated for purposes of Section 5 and the definition of “Change of Control Termination” at subsection (f) of Exhibit A as a termination by reason of Disability.

     (c) Whenever his employment shall terminate, Executive shall resign all offices or other positions he shall hold with the Company and any affiliated corporations. For the avoidance of doubt, the Employment Period shall terminate upon termination of Executive’s employment for any reason.

     5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT.

     (a) Certain Terminations Prior to the End Date. If the Employment Period shall have terminated prior to the End Date by reason of (I) death or Disability of Executive, (II) termination by the Company for any reason other than Cause or (III) a Constructive Termination, then all compensation and benefits for Executive shall be as follows:

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     (i) For a period of twenty-four (24) months after the Date of Termination (the “termination period”), the Company will pay to Executive or his legal representative, without reduction for compensation earned from other employment or self employment, continued Base Salary at the rate in effect at termination of employment in accordance with its regular payroll practices for executive employees of the Company (but not less frequently than monthly); provided, that if Executive is a Specified Employee at the relevant time, the Base Salary that would otherwise be payable during the six-month period beginning on the Date of Termination shall instead be accumulated and paid, without interest, in a lump sum on the date that is six (6) months and one day after such date (or, if earlier, the date of Executive’s death); and further provided, that if Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under this clause shall be paid at a rate equal to the excess of (a) the rate of Base Salary in effect at termination of employment, over (b) the long-term disability compensation benefits for which Executive is approved under such plan.

     (ii) If Executive elects so-called “COBRA” continuation of group health plan coverage provided pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, there shall be added to the amounts otherwise payable under Section 5(a)(i) above, during the continuation of such coverage, an amount (grossed up for federal and state income taxes) equal to the participant cost of such coverage, except to the extent that Executive shall obtain no less favorable coverage from another employer or from self-employment in which case such additional payments shall cease immediately.

     (iii) The Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, (A) any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus (B) any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination. These amounts will be paid at the same time as other awards for such prior year or cycle are paid.

     (iv) For any MIP performance period in which Executive participates that begins before and ends after the Date of Termination, and at the same time as other MIP awards for such performance period are paid, but in no event later than by the 15th day of the third month following the close of the fiscal year to which such MIP award relates, the Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to (A) the MIP award, if any, that Executive would have earned and been paid had he continued in office through the end of such fiscal year, determined without regard to any adjustment for individual performance factors, multiplied by (B) a fraction, the numerator of which is three hundred and sixty-five (365) plus the number of days during such fiscal year prior to termination, and the denominator of which is seven hundred and thirty (730); provided, however, that if the Employment Period shall have terminated by reason of Executive’s death or Disability, this clause (iv) shall not apply and Executive instead shall be entitled to the MIP benefit described in Section 5(a)(viii) below; and further

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provided, that if Executive is a Specified Employee at the relevant time, the amounts described in this clause (iv) shall be paid not sooner than six (6) months and one day after termination.

     (v) For each LRPIP cycle in which Executive participates that begins before and ends after the Date of Termination, and at the same time as other LRPIP awards for such cycle are paid, but in no event later than by the 15th day of the third month following the close of the last of the Company’s fiscal years in such cycle, the Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to (A) the LRPIP award, if any, that Executive would have earned and been paid had he continued in office through the end of such cycle, determined without regard to any adjustment for individual performance factors, multiplied by (B) a fraction, the numerator of which is the number of full months in such cycle completed prior to termination of employment and the denominator of which is the number of full months in such cycle; provided, that if Executive is a Specified Employee at the relevant time, the amounts described in this clause (v) shall be paid not sooner than six (6) months and one day after termination.

     (vi) In addition, Executive or his legal representative shall be entitled to the Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), in each case in accordance with and subject to the terms of the applicable arrangement, and to payment of his vested benefits, if any, under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans) and any vested benefits under the Company’s frozen GDCP.

     (vii) If termination occurs by reason of Disability, Executive shall also be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term disability plan. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under Section 5(a)(i) above, and if the sum of such payments (the “combined salary/disability benefit”) exceeds the payment for such period to which Executive is entitled under Section 5(a)(i) above (determined without regard to the proviso set forth therein), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined salary/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (viii) If termination occurs by reason of death or Disability, Executive shall also be entitled to an amount equal to Executive’s MIP Target Award for the year of termination, without proration. This amount will be paid at the same time as other MIP awards for such performance period are paid.

     (ix) Except as expressly set forth above or as required by law, Executive shall not be entitled to continue participation during the termination period in any employee benefit or fringe benefit plans, except for continuation of any automobile allowance which shall be added to the amounts otherwise payable under Section 5(a)(i) above

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during the continuation of such coverage but not beyond the end of the termination period.

     (b) Termination on the End Date. Unless earlier terminated or except as otherwise mutually agreed by Executive and the Company, Executive’s employment with the Company shall terminate on the End Date. Except as otherwise hereafter expressly agreed by Executive and the Company, termination of Executive’s employment on or after the End Date shall not entitle Executive or any other person to any continued compensation or any benefits under this Agreement except for any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans), and any vested benefits under the Company’s frozen GDCP, to which Executive or his legal representative may then be entitled, in each case in accordance with and subject to the terms of the applicable arrangement. For the avoidance of doubt, Section 8 shall continue to apply following a termination of employment described in this Section 5(b).

     6. OTHER TERMINATION.

     (a) Voluntary termination of employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans) and any vested benefits under the Company’s frozen GDCP. In addition, the Company will pay to Executive or his legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment.

     (b) Termination for Cause. If the Company should end Executive’s employment for Cause all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive’s account (but not received) under the ESP and the frozen GDCP in accordance with the terms of those programs; (y) any vested benefits to which Executive is entitled under the Company’s tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards).

     7. BENEFITS UPON CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C; provided, for the avoidance of doubt, that the provisions of Section 11 of this Agreement shall also apply to the determination and payment of any payments or benefits pursuant to Exhibit C.

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     8. AGREEMENT NOT TO SOLICIT OR COMPETE

     (a) During the Employment Period and for a period of twenty-four (24) months thereafter (the “Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor) (i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an employee, director, consultant, advisor or other service provider, (ii) recommend any protected person for employment or other engagement with any person or entity other than the Company and its Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to persuade, induce or encourage any protected person to discontinue employment or engagement with the Company or its Subsidiaries, or recommend to any protected person any employment or engagement other than with the Company or its Subsidiaries, (iv) accept services of any sort (whether for compensation or otherwise) from any protected person, or (v) participate with any other person or entity in any of the foregoing activities. Any individual or entity to which Executive provides services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a shareholder, member, partner, joint venturer or investor, excluding interests in the common stock of any publicly traded corporation of one percent (1%) or less), and any individual or entity that is affiliated with any such individual or entity, shall, for purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of Executive with respect to any “protected person” who worked with Executive at any time during the six (6) months prior to termination of the Employment Period. A “protected person” is a person who at the time of termination of the Employment Period, or within six (6) months prior thereto, is or was employed by the Company or any of its Subsidiaries either in a position of Assistant Vice President or higher, or in a salaried position in any merchandising group. As to (I) each “protected person” to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III) each limitation on (A) employment or other engagement, (B) solicitation and (C) unsolicited acceptance of services, of each “protected person” and (IV) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) shall be deemed to be separate and independent agreements. In the event of unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be deemed automatically reformed in order to allow for the greatest degree of enforceability authorized by law or, if no such reformation is possible, deleted from the provisions hereof entirely, and such reformation or deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.

     (b) During the course of his employment, Executive will have learned vital trade secrets of the Company and its Subsidiaries and will have access to confidential and proprietary information and business plans of the Company and its Subsidiaries. Therefore, during the Employment Period and for a period of twenty-four (24) months thereafter (the “Noncompetition Period”), Executive will not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor (disregarding in this connection passive ownership for investment purposes of common stock representing one percent (1%) or less of the voting power or value of any publicly traded corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or fees-for-services relationship or arrangement with, or advise with respect to the organization or conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person that engages in any “competitive business” as hereinafter

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defined, nor shall Executive undertake any planning to engage in any such activities. The term “competitive business” (i) shall mean any business (however organized or conducted) that competes with a business in which the Company or any of its Subsidiaries was engaged, or in which the Company or any Subsidiary was planning to engage, at any time during the 12-month period immediately preceding the date on which the Employment Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A) any business specified on Exhibit D to this Agreement, and (B) any other off-price, promotional, or warehouse-club-type retail business, however organized or conducted, that sells apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of merchandise sold by the Company or any of its Subsidiaries at the termination of the Employment Period. For purposes of this subsection (b), a “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or its Subsidiaries, and reference to any Person (the “first Person”) shall be deemed to include any other Person that controls, is controlled by or is under common control with the first Person. If, at any time, pursuant to action of any court, administrative, arbitral or governmental body or other tribunal, the operation of any part of this subsection shall be determined to be unlawful or otherwise unenforceable, then the coverage of this subsection shall be deemed to be reformed and restricted as to substantive reach, duration, geographic scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in which such determination is made.

     (c) Executive shall never use or disclose any confidential or proprietary information of the Company or its Subsidiaries other than as required by applicable law or during the Employment Period for the proper performance of Executive’s duties and responsibilities to the Company and its Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the exclusive property of the Company and its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the Company at such time or times as the Company may specify all Documents then in Executive’s possession or control. In addition, upon termination of employment for any reason other than the death of Executive, Executive shall immediately return all Documents, and shall execute a certificate representing and warranting that he has returned all such Documents in Executive’s possession or under his control.

     (d) If, during the Employment Period or at any time following termination of the Employment Period, regardless of the reason for such termination, Executive breaches any provision of this Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof, including without limitation any SERP benefits, shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, with interest at the prime rate in effect at Bank of America, or its successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5, including without limitation any SERP benefits; (ii) any unexercised stock options and stock appreciation rights held by Executive; (iii) if any other stock-based award vested in connection with termination of the Employment Period, whether occurring prior to, simultaneously with, or following such breach, or subsequent to such breach and prior to termination of the Employment Period, the value of such stock-based award at time of vesting

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plus any additional gain realized on a subsequent sale or disposition of the award or the underlying stock; and (iv) in respect of each stock option or stock appreciation right exercised by Executive within six (6) months prior to any such breach or subsequent thereto and prior to the forfeiture and disgorgement required by this Section 8(d), the excess over the exercise price (or base value, in the case of a stock appreciation right) of the greater of (A) the fair market value at time of exercise of the shares of stock subject to the award, or (B) the number of shares of stock subject to such award multiplied by the per-share proceeds of any sale of such stock by Executive.

     (e) Executive shall notify the Company immediately upon securing employment or becoming self-employed at any time within the Noncompetition Period or the Nonsolicitation Period, and shall provide to the Company such details concerning such employment or self-employment as it may reasonably request in order to ensure compliance with the terms hereof.

     (f) Executive hereby advises the Company that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 8, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, confidential information and other legitimate business interests of the Company and its Subsidiaries, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by them. Executive agrees that Executive will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were Executive to breach any of the provisions of this Section 8, the harm to the Company and its Subsidiaries would be irreparable. Executive therefore agrees that, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with enforcing its rights hereunder. Executive further agrees that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, Executive agrees that the Noncompetition Period and the Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which Executive is in violation of any of the terms of this Section 8, in order that the Company shall have the agreed-upon temporal protection recited herein.

     (g) Executive agrees that if any of the restrictions in this Section 8 is held to be void or ineffective for any reason but would be held to be valid and effective if part of its wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective. Executive further agrees that the restrictions contained in each subsection of this Section 8 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions.

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     (h) Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company and its Subsidiaries, and any successor or permitted assign to whose employ Executive may be transferred, without the necessity that this Agreement be re-signed at the time of such transfer. Executive further agrees that no changes in the nature or scope of his employment with the Company will operate to extinguish the terms and conditions set forth in Section 8, or otherwise require the parties to re-sign this Agreement.

     (i) The provisions of this Section 8 shall survive the termination of the Employment Period and the termination of this Agreement, regardless of the reason or reasons therefor, and shall be binding on Executive regardless of any breach by the Company of any other provision of this Agreement.

     9. ASSIGNMENT. The rights and obligations of the Company shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The rights and obligations of Executive are not assignable except only that stock issuable, awards and payments payable to him after his death shall be made to his estate except as otherwise provided by the applicable plan or award documentation, if any.

     10. NOTICES. All notices and other communications required hereunder shall be in writing and shall be given by mailing the same by certified or registered mail, return receipt requested, postage prepaid. If sent to the Company the same shall be mailed to the Company at 770 Cochituate Road, Framingham, Massachusetts 01701, Attention: Chairman of the Executive Compensation Committee, or other such address as the Company may hereafter designate by notice to Executive; and if sent to Executive, the same shall be mailed to Executive at his address as set forth in the records of the Company or at such other address as Executive may hereafter designate by notice to the Company.

     11. WITHHOLDING; CERTAIN TAX MATTERS. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) to the extent any payment hereunder that is payable by reason of termination of Executive’s employment constitutes “nonqualified deferred compensation” subject to Section 409A and would otherwise have been required to be paid during the six (6)-month period following such termination of employment, it shall instead (unless at the relevant time Executive is no longer a Specified Employee) be delayed and paid, without interest, in a lump sum on the date that is six (6) months and one day after Executive’s termination (or, if earlier, the date of Executive’s death). Executive acknowledges that he has reviewed the provisions of this Agreement with his advisors and agrees that except for the gross-up entitlement described in Section 5(a)(ii) of this Agreement, the Company shall not be liable to make Executive whole for any taxes that may become due or payable by reason of this Agreement or any payment, benefit or entitlement hereunder.

     12. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the Commonwealth of Massachusetts.

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     13. ARBITRATION. In the event that there is any claim or dispute arising out of or relating to this Agreement, or the breach thereof, and the parties hereto shall not have resolved such claim or dispute within sixty (60) days after written notice from one party to the other setting forth the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by binding arbitration in Boston, Massachusetts in accordance with the Rules Governing Resolutions of Employment Disputes of the American Arbitration Association by an arbitrator mutually agreed upon by the parties hereto or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing, if either the Company or Executive shall request, such arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by Executive and the third selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. Judgment upon the award rendered by such arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of either party.

     14. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE. All references in the Agreement to termination of employment, a termination of the Employment Period, or separation from service, and correlative terms, that result in the payment or vesting of any amounts or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A shall be construed to require a Separation from Service, and the Date of Termination in any such case shall be construed to mean the date of the Separation from Service.

     15. ENTIRE AGREEMENT. This Agreement, including Exhibits, represents the entire agreement between the parties relating to the terms of Executive’s employment by the Company and supersedes all prior written or oral agreements, including, without limitation, the Prior Agreement, between them.

	/s/ Jerome R. Rossi
	Executive
	THE TJX COMPANIES, INC.
By:	/s/ Carol Meyrowitz

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EXHIBIT A

Certain Definitions

     (a) “Base Salary” means, for any period, the amount described in Section 3(a).

     (b) “Board” means the Board of Directors of the Company.

     (c) “Cause” means dishonesty by Executive in the performance of his duties, conviction of a felony (other than a conviction arising solely under a statutory provision imposing criminal liability upon Executive on a per se basis due to the Company offices held by Executive, so long as any act or omission of Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board), gross neglect of duties (other than as a result of Disability or death), or conflict of interest which conflict shall continue for thirty (30) days after the Company gives written notice to Executive requesting the cessation of such conflict.

     In respect of any termination during a Standstill Period, Executive shall not be deemed to have been terminated for Cause until the later to occur of (i) the 30th day after notice of termination is given and (ii) the delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Company’s directors at a meeting called and held for that purpose (after reasonable notice to Executive), and at which Executive together with his counsel was given an opportunity to be heard, finding that Executive was guilty of conduct described in the definition of “Cause” above, and specifying the particulars thereof in detail; provided, however, that the Company may suspend Executive and withhold payment of his Base Salary from the date that notice of termination is given until the earliest to occur of (A) termination of Executive for Cause effected in accordance with the foregoing procedures (in which case Executive shall not be entitled to his Base Salary for such period), (B) a determination by a majority of the Company’s directors that Executive was not guilty of the conduct described in the definition of “Cause” effected in accordance with the foregoing procedures (in which case Executive shall be reinstated and paid any of his previously unpaid Base Salary for such period), or (C) ninety (90) days after notice of termination is given (in which case Executive shall then be reinstated and paid any of his previously unpaid Base Salary for such period). If Base Salary is withheld and then paid pursuant to clause (B) or (C) of the preceding sentence, the amount thereof shall be accompanied by simple interest, calculated on a daily basis, at a rate per annum equal to the prime or base lending rate, as in effect at the time, of the Company’s principal commercial bank. The Company shall exercise its discretion under this paragraph consistent with the requirements of Section 409A or the requirements for exemption from Section 409A.

     (d) “Change in Control Event” means a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company.”

     (e) “Change of Control” has the meaning given it in Exhibit B.

A-1

     (f) “Change of Control Termination” means the termination of Executive’s employment during a Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or (3) by reason of death or Disability.

     For purposes of this definition, termination for “good reason” shall mean the voluntary termination by Executive of his employment within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of any one of the events described below, provided, that Executive gives notice to the Company within sixty (60) days of the first occurrence of any such event or condition, requesting that the pertinent event or condition described therein be remedied, and the situation remains unremedied upon expiration of the thirty (30)-day period commencing upon receipt by the Company of such notice:

(I)	the assignment to him of any duties inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change of Control, or any removal of Executive from or any failure to reelect him to such positions, except in connection with the termination of Executive’s employment by the Company for Cause or by Executive other than for good reason, or any other action by the Company which results in a diminishment in such position, authority, duties or responsibilities; or
(II)	if Executive’s rate of Base Salary for any fiscal year is less than 100% of the rate of Base Salary paid to Executive in the completed fiscal year immediately preceding the Change of Control or if Executive’s total cash compensation opportunities, including salary and incentives, for any fiscal year are less than 100% of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control; or
(III)	the failure of the Company to continue in effect any benefits or perquisites, or any pension, life insurance, medical insurance or disability plan in which Executive was participating immediately prior to the Change of Control unless the Company provides Executive with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to the Change of Control; or
(IV)	any purported termination of Executive’s employment by the Company for Cause during a Standstill Period which is not effected in compliance with paragraph (c) above; or
(V)	any relocation of Executive of more than forty (40) miles from the place where Executive was located at the time of the Change of Control; or
(VI)	any other breach by the Company of any provision of this Agreement; or

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(VII) the Company sells or otherwise disposes of, in one transaction or a series of related transactions, assets or earning power aggregating more than 30% of the assets (taken at asset value as stated on the books of the Company determined in accordance with generally accepted accounting principles consistently applied) or earning power of the Company (on an individual basis) or the Company and its Subsidiaries (on a consolidated basis) to any other Person or Persons (as those terms are defined in Exhibit B).

     (g) “Code” means the Internal Revenue Code of 1986, as amended.

     (h) “Committee” means the Executive Compensation Committee of the Board.

     (i) “Constructive Termination” means a termination of employment by Executive occurring within one hundred twenty (120) days of a requirement by the Company that Executive relocate, without his prior written consent, more than forty (40) miles from the current corporate headquarters of the Company, but only if (i) Executive shall have given to the Company notice of intent to terminate within sixty (60) days following notice to Executive of such required relocation and (ii) the Company shall have failed, within thirty (30) days thereafter, to withdraw its notice requiring Executive to relocate. For purposes of the preceding sentence, the one hundred twenty (120) day period shall commence upon the end of the thirty (30)-day cure period, if the Company fails to cure within such period.

     (j) “Date of Termination” means the date on which Executive’s employment terminates.

     (k) “Disabled”/“Disability” means a medically determinable physical or mental impairment that (i) can be expected either to result in death or to last for a continuous period of not less than six months and (ii) causes Executive to be unable to perform the duties of his position of employment or any substantially similar position of employment to the reasonable satisfaction of the Committee.

     (l) “End Date” has the meaning set forth in Section 1 of the Agreement.

     (m) “ESP” means the Company’s Executive Savings Plan.

     (n) “GDCP” means the Company’s General Deferred Compensation Plan.

     (o) “LRPIP” has the meaning set forth in Section 3(b) of the Agreement.

     (p) “MIP” has the meaning set forth in Section 3(b) of the Agreement.

     (q) “Section 409A” means Section 409A of the Code.

     (r) “Separation from Service” shall mean a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations under Section 409A) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of such Treasury Regulations. The Committee may, but need not, elect in writing, subject to the applicable

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limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of the Agreement.

     (s) “SERP” means the Company’s Supplemental Executive Retirement Plan.

     (t) “Specified Employee” shall mean an individual determined by the Committee or its delegate to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of the Agreement.

     (u) “Standstill Period” means the period commencing on the date of a Change of Control and continuing until the close of business on the earlier of the day immediately preceding the End Date or the last business day of the 24th calendar month following such Change of Control.

     (v) “Stock” means the common stock, $1.00 par value, of the Company.

     (w) “Stock Incentive Plan” has the meaning set forth in Section 3(b) of the Agreement.

     (x) “Subsidiary” means any corporation in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock.

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EXHIBIT B

Definition of “Change of Control”

     “Change of Control” shall mean the occurrence of any one of the following events:

     (a) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that no transaction shall be deemed to be a Change of Control (i) if the person or each member of a group of persons acquiring control is excluded from the definition of the term “Person” hereunder or (ii) unless the Committee shall otherwise determine prior to such occurrence, if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring control; or

     (b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any employee benefit plan of the Company or such a subsidiary becomes the owner of 20% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or

     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Company’s Board of Directors and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; or

     (d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control if, immediately after such transaction, Executive or any Executive Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of the Company owned by Executive and any Executive Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of the Company immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in the same manner as

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ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d), a Change of Control shall not be deemed to have taken place unless and until the acquisition, merger, or consolidation contemplated by such agreement is consummated (but immediately prior to the consummation of such acquisition, merger, or consolidation, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).

     In addition, for purposes of this Exhibit B the following terms have the meanings set forth below:

     “Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board of Directors of the Company shall expressly so determine in any future transaction or transactions.

     A Person shall be deemed to be the “owner” of any Common Stock:

     (i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or

     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or

     (iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.

     An “Executive Related Party” shall mean any affiliate or associate of Executive other than the Company or a majority-owned subsidiary of the Company. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, the Company).

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EXHIBIT C

Change of Control Benefits

     C.1. Benefits Upon a Change of Control Termination.

     (a) The Company shall pay to Executive following a Change of Control Termination:

     (i) (A) as hereinafter provided, an amount equal to two times his Base Salary for one year at the rate in effect immediately prior to the Date of Termination or the Change of Control, whichever is higher, plus (B) within thirty (30) days following the Change of Control Termination, the accrued and unpaid portion of his Base Salary through the Date of Termination, subject to the following. If Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under (A) shall be reduced by the annual long-term disability compensation benefit for which Executive is eligible under such plan for the two-year period over which the amount payable under (A) is measured. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under the first sentence of this subsection (a), and if the sum of such payments (the “combined Change of Control/disability benefit”) exceeds the payment for such period to which Executive is entitled under the first sentence of this subsection (a) (determined without regard to the second sentence of this subsection (a)), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined Change of Control/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (ii) as hereinafter provided, and in lieu of any other benefits under SERP, an amount equal to the present value of the payments that Executive would have been entitled to receive under SERP as a Category B or Category C participant (determined after taking into account Section 3(f) of the Agreement), whichever is greater, applying the following rules and assumptions:

     (A) the monthly benefit under SERP determined using the foregoing criteria shall be multiplied by 12 to determine an annual benefit; and

     (B) the present value of such annual benefit shall be determined by multiplying the result in (A) by the appropriate actuarial factor, using the most recently published interest and mortality rates published by the Pension Benefit Guaranty Corporation which are effective for plan terminations occurring on the Date of Termination, using Executive’s age to the nearest year determined as of that date. If, as of the Date of Termination, the Executive has previously satisfied the eligibility requirements for Early Retirement under The TJX Companies, Inc. Retirement Plan, then the appropriate factor shall be that based on the most recently published “PBGC Actuarial Value of $1.00 Per Year Deferred to Age 60 and Payable for Life Thereafter — Healthy Lives,” except that if the Executive’s

C-1

age to the nearest year is more than 60, then such higher age shall be substituted for 60. If, as of the Date of Termination, the Executive has not satisfied the eligibility requirements for Early Retirement under The TJX Companies, Inc. Retirement Plan, then the appropriate factor shall be based on the most recently published “PBGC Actuarial Value of $1.00 Per Year Deferred To Age 65 And Payable For Life Thereafter — Healthy Lives.”

     (C) the benefit determined under (B) above shall be reduced by the value of any portion of Executive’s SERP benefit already paid or provided to him in cash or through the transfer of an annuity contract.

If the Change of Control Termination occurs in connection with a Change of Control that is also a Change in Control Event, the amounts described in clause (i)(A) and clause (ii) of this Section C.1.(a) shall be paid in a lump sum on the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), unless the Executive is not a Specified Employee on the relevant date, in which case the amount described in this subsection (a) shall instead be paid thirty (30) days following the date of the Change of Control Termination. If the Change of Control Termination occurs in connection with a Change of Control that is not a Change in Control Event, the amounts described in clause (i) and clause (ii) of this Section C.1(a) shall be paid, except as otherwise required by Section 11 of the Agreement, in the same manner as they would have been paid in the case of a termination by the Company other than for Cause under Section 5(a), and in lieu of the MIP and LRPIP benefits described in Section C.2, Executive shall be entitled to the MIP and LRPIP benefits, if any, described in Section 5(a)(iv) and Section 5(a)(v) of the Agreement, payable in accordance with such Sections.

     (b) Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the continued benefit of Executive and his family all life insurance and medical insurance plans and programs in which Executive was entitled to participate immediately prior to the Change of Control, provided, that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive is ineligible to participate in such plans or programs, the Company shall arrange upon comparable terms to provide Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. Notwithstanding the foregoing, the Company’s obligations hereunder with respect to life or medical coverage or benefits shall be deemed satisfied to the extent (but only to the extent) of any such coverage or benefits provided by another employer.

     (c) On the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), the Company shall pay to Executive or his estate, in lieu of any automobile allowance, the present value of the automobile allowance (at the rate in effect prior to the Change of Control) it would have paid for the two years following the Change of Control Termination (or until the earlier date of Executive’s death, if Executive dies prior to the date of the payment under this Section C.1(c)); provided, that if the Change of Control is not a Change of Control Event, such amount shall instead be paid in the same manner as Executive’s automobile allowance would have been paid in the case of a termination by the Company other than for Cause under Section 5(a); and further provided, that

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if Executive is not a Specified Employee on the relevant date, any lump sum payable under this Section C.1(c) shall instead by paid within thirty (30) days following the Change of Control Termination.

     C.2. Incentive Benefits Upon a Change of Control. Within thirty (30) days following a Change of Control that is also a Change in Control Event, whether or not Executive’s employment has terminated or been terminated, the Company shall pay to Executive, in a lump sum, the sum of (i) and (ii), where:

     (i) is the sum of (A) the “Target Award” under MIP or any other annual incentive plan which is applicable to Executive for the fiscal year in which the Change of Control occurs, plus (B) an amount equal to such Target Award prorated for the period of active employment during such fiscal year through the Change of Control, plus (C) any unpaid amounts to which Executive is entitled under MIP with respect to any fiscal year completed prior to the Change of Control; and

     (ii) the sum of (A) for Performance Cycles not completed prior to the Change of Control, an amount with respect to each such cycle equal to the maximum Award under LRPIP specified for Executive for such cycle, plus (B) any unpaid amounts owing with respect to LRPIP cycles completed prior to the Change of Control.

If the Change of Control is not also a Change in Control Event, for the avoidance of doubt, Executive shall continue to participate in MIP and LRPIP (or such other incentive plans, if any, in which Executive was participating) in accordance with their terms, subject to Section C.1. above, and shall not be entitled to the supplemental or accelerated payments described in Section C.2.(i) and Section C.2.(ii) above.

     C.3. Payment Adjustment. Payments under Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Executive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Section C.1. or Section C.2. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change of Control, amounts payable under Section C.1. and Section C.2. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Executive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Section C.1(a)(i) of this Exhibit, then against any benefits payable under Section C.2. of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change of Control, and finally against all

C-3

other payments, if any. The determination as to whether Executive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Section C.3. shall be made at the Company’s expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Committee may designate prior to a Change of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Executive or refunded to the Company, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

     C.4. Other Benefits. In addition to the amounts described in Sections C.1. and C.2., Executive or his legal representative shall be entitled to his Stock Incentive Plan benefits, if any, under Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), and to the payment of his vested benefits under the plans (other than SERP) described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans) and any vested benefits under the Company’s frozen GDCP.

     C.5. Noncompetition; No Mitigation of Damages; etc.

     (a) Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with the Company subsequent to the termination of his employment, whether contained in an employment agreement or other agreement, shall no longer be effective.

     (b) No Duty to Mitigate Damages. Executive’s benefits under this Exhibit C shall be considered severance pay in consideration of his past service and his continued service from the date of this Agreement, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.

     (c) Legal Fees and Expenses. The Company shall pay all legal fees and expenses, including but not limited to counsel fees, stenographer fees, printing costs, etc. reasonably incurred by Executive in contesting or disputing that the termination of his employment during a Standstill Period is for Cause or other than for good reason (as defined in the definition of Change of Control Termination) or obtaining any right or benefit to which Executive is entitled under this Agreement following a Change of Control. Any amount payable under this Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at Bank of America, or its successor, until paid in full. All payments and reimbursements under this Section shall be made consistent with the applicable requirements of Section 409A.

     (d) Notice of Termination. During a Standstill Period, Executive’s employment may be terminated by the Company only upon thirty (30) days’ written notice to Executive.

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EXHIBIT D

Competitive Businesses

The following businesses (together with any subsidiaries and affiliates) are the specified businesses referred to in Section 8(b)(ii)(A) of the Agreement:

[*****]

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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EX-10.7

Exhibit 10.7

PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED AND WILL BE FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

EMPLOYMENT AGREEMENT

DATED AS OF JANUARY 29, 2010

BETWEEN AND AMONG

PAUL SWEETENHAM, TJX UK, AND THE TJX COMPANIES, INC.

INDEX

	PAGE
1. EFFECTIVE DATE; TERM OF AGREEMENT		1
2. SCOPE OF EMPLOYMENT		1
3. COMPENSATION AND BENEFITS		2
4. TERMINATION OF EMPLOYMENT; IN GENERAL		3
5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT		4
6. OTHER TERMINATION		6
7. BENEFITS UPON CHANGE OF CONTROL		7
8. AGREEMENT NOT TO SOLICIT OR COMPETE		7
9. ASSIGNMENT		11
10. NOTICES		11
11. WITHHOLDING; CERTAIN TAX MATTERS; CERTAIN DEDUCTIONS		11
12. GOVERNING LAW		12
13. CERTAIN STOCK-BASED RIGHTS		12
14. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE		12
15. ENTIRE AGREEMENT		12
EXHIBIT A Certain Definitions		A-1
EXHIBIT B Definition of “Change of Control”		B-1
EXHIBIT C Change of Control Benefits		C-1
EXHIBIT D Competitive Businesses		D-1
EXHIBIT E Certain International Benefits and Related Provisions		E-1

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PAUL SWEETENHAM

EMPLOYMENT AGREEMENT

     AGREEMENT dated as of January 29, 2010 between and among Paul Sweetenham (“Executive”), TJX UK (the “Company”), and The TJX Companies, Inc. (“Parent”).

RECITALS

     The Company and Executive intend that Executive shall be employed by the Company and be entitled to receive compensation and benefits from the Company and Parent on the terms set forth below and, to that end, deem it desirable and appropriate to enter into this Agreement.

AGREEMENT

     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

     1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of January 29, 2010 (the “Effective Date”). Upon effectiveness of this Agreement on the Effective Date, the Employment Agreement between the Company and the Executive dated as of January 28, 2007 (as amended, the “Prior Agreement”) shall terminate and be of no further force and effect. Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until February 2, 2013 (the “End Date”). The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it being understood that nothing in this Agreement shall be construed as entitling Executive to continuation of his employment beyond the End Date and that any such continuation shall be subject to the agreement of the parties. Executive’s previous employment with the Company shall count as part of his continuous employment, which therefore began on November 15, 1993. This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

     2. SCOPE OF EMPLOYMENT.

     (a) Nature of Services. Executive shall diligently perform such duties and assume such responsibilities as shall from time to time be specified by the Company Board.

     (b) Extent of Services. Except for illnesses and vacation periods, Executive shall devote substantially all his working time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement. However, Executive may (i) make any passive investments where he is not obligated or required to, and shall not in fact, devote any managerial efforts, (ii) subject to approval by Parent’s Chief Executive Officer (which approval shall not be unreasonably withheld or withdrawn), participate in charitable or community activities or in trade or professional organizations, and (iii) subject to approval by Parent’s Chief Executive Officer (which approval shall not be unreasonably withheld or withdrawn), hold directorships in

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public companies, except only that Parent’s Chief Executive Officer shall have the right to limit such services as a director or such participation in charitable or community activities or in trade or professional organizations whenever Parent’s Chief Executive Officer shall believe that the time spent on such activities infringes in any material respect upon the time required by Executive for the performance of his duties under this Agreement or is otherwise incompatible with those duties.

     3. COMPENSATION AND BENEFITS.

     (a) Base Salary. Executive shall be paid a base salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. Executive’s Base Salary shall be £462,000 per year. Effective as of February 1, 2010 (the “Designated Date”), Executive’s Base Salary shall be $850,000 per year (subject to conversion as described below) or such other amount (not less than $850,000 per year and subject to conversion as described below) as the Company Board with the approval of the Committee may determine from time to time, after review not less frequently than annually (any such Base Salary that is denominated in U.S. dollars, the “U.S. Reference Salary”). On the Designated Date, the U.S. Reference Salary shall be converted into an amount in pounds sterling based on the U.S. dollar/pound exchange rate of $1 to £0.6177 (i.e., £525,045). If effective as of any date following the Designated Date the Company Board, with the approval of the Committee, determines to adjust the U.S. Reference Salary (to an amount not less than $850,000 per year), such Base Salary, as so adjusted, shall be converted into an amount in pounds sterling based on the U.S. dollar/pound exchange rate in effect on the effective date of the salary adjustment (such date, a “Determination Date”); it being understood that if the rate of Executive’s Base Salary in pounds sterling on any Determination Date would be less than the rate of Executive’s Base Salary in pounds sterling immediately prior to such Determination Date solely as a result of the U.S. dollar/pound exchange rate in effect on the applicable Determination Date, the U.S. Reference Salary shall be increased to a level that will provide Executive with a rate of Base Salary in pounds sterling equal to the rate of Executive’s Base Salary in pounds sterling immediately prior to such Determination Date. All determinations necessary to construe or effectuate the foregoing, including, without limitation, the determination of the exchange rate, shall be made by the Parent.

     (b) Existing Awards. Reference is made to outstanding awards to Executive of stock options and of performance-based restricted stock made prior to the Effective Date under Parent’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), to the award opportunity granted to Executive for FYE 2010 under Parent’s Management Incentive Plan (“MIP”), and to award opportunities granted to Executive under Parent’s Long Range Performance Incentive Plan (“LRPIP”) for cycles beginning before the Effective Date. Each of such awards outstanding immediately prior to the Effective Date shall continue for such period or periods and in accordance with such terms as are set out in the applicable grant, award certificate, award agreement, and other governing documents relating to such awards, and shall not be affected by the terms of this Agreement except as otherwise expressly provided herein.

     (c) New Stock Awards. Consistent with the terms of the Stock Incentive Plan, during the Employment Period, Executive will be entitled to stock-based awards under the Stock Incentive

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Plan at levels commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (d) LRPIP. During the Employment Period, Executive will be eligible to participate in annual grants under LRPIP at a level commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (e) MIP. During the Employment Period, Executive will be eligible to participate in annual awards under MIP at a level commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.

     (f) Retirement and Other Deferred Compensation Plans. Executive shall be entitled during the Employment Period to participate in the Company’s retirement and profit-sharing plans, in each case in accordance with the terms of the applicable plan (including, for the avoidance of doubt and without limitation, the amendment and termination provisions thereof). In particular, Executive shall be entitled to participate in The T.K. Maxx Pension Plan (the “Company Pension”) and the Company shall match Executive’s contributions to the Company Pension, up to an amount equivalent to 8.0% of Executive’s pensionable salary, subject to its rule from time to time in force and any statutory limits imposed from time to time. The Company reserves the right to vary the benefits payable under the Company Pension or terminate or substitute another pension scheme for the existing Company Pension at any time.

     (g) Policies and Fringe Benefits. Executive shall be subject to policies of Parent and/or the Company applicable to executives generally, and shall be entitled to receive all such fringe benefits as shall from time to time be made available to other executives of Parent and its Subsidiaries generally (subject to the terms of any applicable fringe benefit plan). In addition, in connection with Executive’s performance of services in the United States for Parent and its affiliates, Executive shall be entitled to receive the benefits described in Exhibit E (subject to the limitations set forth therein).

     (h) Other. The Company is entitled to terminate Executive’s employment notwithstanding the fact that Executive may lose entitlement to benefits under the arrangements described above. Upon termination of his employment, Executive shall have no claim against the Company or Parent for loss arising out of ineligibility to exercise any stock options granted to him or otherwise in relation to any of the stock options or other stock-based awards granted to Executive, and the rights of Executive shall be determined solely by the rules of the relevant award document and plan.

     4. TERMINATION OF EMPLOYMENT; IN GENERAL.

     (a) The Company shall have the right to end Executive’s employment at any time and for any reason, with or without Cause.

     (b) Executive’s employment shall terminate upon written notice by the Company to Executive (or, if earlier, to the extent consistent with the requirements of Section 409A, upon the expiration of the twenty-nine (29)-month period commencing upon Executive’s absence from work) if, by reason of Disability, Executive is unable to perform his duties for at least six continuous months. Any termination pursuant to this Section 4(b) shall be treated for purposes

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of Section 5 and the definition of “Change of Control Termination” at subsection (e) of Exhibit A as a termination by reason of Disability.

     (c) Whenever his employment shall terminate, Executive shall resign all offices or other positions he shall hold with the Company, Parent and any affiliated corporations. For the avoidance of doubt, the Employment Period shall terminate upon termination of Executive’s employment for any reason.

     (d) During any period following notice of termination of employment (whether given by the Company or Executive), the Company shall be under no obligation to assign any duties to Executive and shall be entitled to exclude him from its premises, and require Executive not to contact any customers, suppliers or employees, provided that this shall not affect Executive’s entitlement, if any, during such period of exclusion to receive his Base Salary in accordance with Section 3(a) and benefits in accordance with Section 3(g). During any such period of exclusion Executive will continue to be bound by all of the provisions of this Agreement and shall at all times conduct himself with good faith towards the Company, Parent, and its Subsidiaries.

     5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT.

     (a) Certain Terminations Prior to the End Date. If the Employment Period shall have terminated prior to the End Date by reason of (I) death or Disability of Executive, (II) termination by the Company for any reason other than Cause or (III) a Constructive Termination, then all compensation and benefits for Executive shall be as follows:

     (i) For a period of twelve (12) months after the Date of Termination (the “termination period”), the Company will pay to Executive or his legal representative, without reduction for compensation earned from other employment or self employment, continued Base Salary at a rate equal to Executive’s U.S. Reference Salary in effect at termination of employment (without regard to the rate of Executive’s Base Salary in pounds sterling at such time), which U.S. Reference Salary shall be converted to pounds sterling based on the U.S. dollar/pound exchange rate in effect on the Date of Termination, such Base Salary to be paid in accordance with its regular payroll practices for executive employees of the Company (but not less frequently than monthly); provided, that if Executive is a Specified Employee at the relevant time, the Base Salary that would otherwise be payable during the six-month period beginning on the Date of Termination shall instead be accumulated and paid, without interest, in a lump sum on the date that is six (6) months and one day after such date (or, if earlier, the date of Executive’s death); and further provided, that if Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under this clause shall be paid at a rate equal to the excess of (a) the rate of Base Salary determined as provided above in this Section 5(a)(i), over (b) the long-term disability compensation benefits for which Executive is approved under such plan.

     (ii) The Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, (A) any unpaid amounts to which Executive is entitled under MIP for the fiscal year of Parent ended immediately prior to Executive’s termination of employment, plus (B) any unpaid

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amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination. These amounts will be paid at the same time as other awards for such prior year or cycle are paid.

     (iii) For any MIP performance period in which Executive participates that begins before and ends after the Date of Termination, and at the same time as other MIP awards for such performance period are paid, but in no event later than by the 15th day of the third month following the close of the fiscal year to which such MIP award relates, the Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to (A) the MIP award, if any, that Executive would have earned and been paid had he continued in office through the end of such fiscal year, determined without regard to any adjustment for individual performance factors, multiplied by (B) a fraction, the numerator of which is three hundred and sixty-five (365) plus the number of days during such fiscal year prior to termination, and the denominator of which is seven hundred and thirty (730); provided, however, that if the Employment Period shall have terminated by reason of Executive’s death or Disability, this clause (iii) shall not apply and Executive instead shall be entitled to the MIP benefit described in Section 5(a)(vii) below; and further provided, that if Executive is a Specified Employee at the relevant time, the amounts described in this clause (iii) shall be paid not sooner than six (6) months and one day after termination.

     (iv) For each LRPIP cycle in which Executive participates that begins before and ends after the Date of Termination, and at the same time as other LRPIP awards for such cycle are paid, but in no event later than by the 15th day of the third month following the close of the last of Parent’s fiscal years in such cycle, the Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to (A) the LRPIP award, if any, that Executive would have earned and been paid had he continued in office through the end of such cycle, determined without regard to any adjustment for individual performance factors, multiplied by (B) a fraction, the numerator of which is the number of full months in such cycle completed prior to termination of employment and the denominator of which is the number of full months in such cycle; provided, that if Executive is a Specified Employee at the relevant time, the amounts described in this clause (iv) shall be paid not sooner than six (6) months and one day after termination.

     (v) In addition, Executive or his legal representative shall be entitled to the Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), in each case in accordance with and subject to the terms of the applicable arrangement, and to payment of his vested benefits, if any, under the plans described in Section 3(f) (Retirement and Other Deferred Compensation Plans).

     (vi) If termination occurs by reason of Disability, Executive shall also be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term disability plan. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under Section 5(a)(i) above, and if the sum of such payments (the “combined salary/disability

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benefit”) exceeds the payment for such period to which Executive is entitled under Section 5(a)(i) above (determined without regard to the proviso set forth therein), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined salary/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (vii) If termination occurs by reason of death or Disability, Executive shall also be entitled to an amount equal to Executive’s MIP Target Award for the year of termination, without proration. This amount will be paid at the same time as other MIP awards for such performance period are paid.

     (viii) Except as expressly set forth above or as required by law, Executive shall not be entitled to continue participation during the termination period in any employee benefit or fringe benefit plans, except for continuation of any automobile allowance which shall be added to the amounts otherwise payable under Section 5(a)(i) above during the continuation of such coverage but not beyond the end of the termination period.

     (b) Termination on the End Date. Unless earlier terminated or except as otherwise mutually agreed by Executive and the Company, Executive’s employment with the Company shall terminate on the End Date. Unless the Company in connection with such termination shall offer to Executive continued service in a position on reasonable terms, Executive shall be treated as having been terminated under Section 5(a)(II) on the day immediately preceding the End Date and shall be entitled to the compensation and benefits described in Section 5(a) in respect of such a termination, subject, for the avoidance of doubt, to the other provisions of this Agreement including, without limitation, Section 8. If the Company in connection with such termination offers to Executive continued service in a position on reasonable terms, and Executive declines such service, he shall be treated for all purposes of this Agreement as having terminated his employment voluntarily on the End Date and he shall be entitled only to those benefits to which he would be entitled under Section 6(a) (“Voluntary termination of employment”). For purposes of the two preceding sentences, “service in a position on reasonable terms” shall mean service in a position comparable to the position in which Executive was serving immediately prior to the End Date, as reasonably determined by the Committee.

     6. OTHER TERMINATION.

     (a) Voluntary termination of employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested benefits under the plans described in Section 3(f) (Retirement and Other Deferred Compensation Plans). In addition, the Company will pay to Executive or his legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are

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paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment.

     (b) Termination for Cause. If the Company should end Executive’s employment for Cause all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (i) any vested benefits to which Executive is entitled by law under the Company’s retirement plans; and (ii) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards).

     7. BENEFITS UPON CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C; provided, for the avoidance of doubt, that the provisions of Section 11 of this Agreement shall also apply to the determination and payment of any payments or benefits pursuant to Exhibit C.

     8. AGREEMENT NOT TO SOLICIT OR COMPETE.

     (a) During the Employment Period and for a period of twelve (12) months thereafter (the “Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor) (i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an employee, director, consultant, advisor or other service provider, (ii) recommend any protected person for employment or other engagement with any person or entity other than Parent and its Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to persuade, induce or encourage any protected person to discontinue employment or engagement with Parent or its Subsidiaries, or recommend to any protected person any employment or engagement other than with Parent or its Subsidiaries, (iv) accept services of any sort (whether for compensation or otherwise) from any protected person, or (v) participate with any other person or entity in any of the foregoing activities.

     Any individual or entity to which Executive provides services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a shareholder, member, partner, joint venturer or investor, excluding interests in the common stock of any publicly traded corporation of one percent (1%) or less, and any individual or entity that is affiliated with any such individual or entity, shall, for purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of Executive with respect to any “protected person” who worked with Executive at any time during the six months prior to termination of the Employment Period.

     A “protected person” is a person who at the time of termination of the Employment Period, or within six months prior thereto, is or was employed by Parent or any of its Subsidiaries either in a position of Assistant Vice President or higher, or in a salaried position in any merchandising group.

     As to (I) each “protected person” to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III) each limitation on (A) employment or other

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engagement, (B) solicitation and (C) unsolicited acceptance of services, of each “protected person” and (IV) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) shall be deemed to be separate and independent agreements. In the event of unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be deemed automatically reformed in order to allow for the greatest degree of enforceability authorized by law or, if no such reformation is possible, deleted from the provisions hereof entirely, and such reformation or deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.

     (b) During the course of his employment, Executive will have learned vital trade secrets of Parent and its Subsidiaries and will have access to confidential and proprietary information and business plans of Parent and its Subsidiaries. Therefore, during the Employment Period and for a period of twelve (12) months thereafter (the “Noncompetition Period”), Executive will not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor (disregarding in this connection passive ownership for investment purposes of common stock representing one percent (1%) or less of the voting power or value of any publicly traded corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or fees-for-services relationship or arrangement with, or advise with respect to the organization or conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person that engages in any “competitive business” as hereinafter defined, nor shall Executive undertake any planning to engage in any such activities; provided, however, that this restriction shall apply only in North America (including, for the avoidance of doubt, Mexico) and Europe, and in such countries outside of North America and Europe if Parent or any Subsidiary was engaged, with Executive’s involvement, in business in such country at any time during the 12-month period immediately preceding the Date of Termination.

     The term “competitive business” (i) shall mean any business (however organized or conducted) that competes with a business in which Parent or any of its Subsidiaries was engaged, or in which Parent or any Subsidiary was planning to engage, at any time during the 12-month period immediately preceding the date on which the Employment Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A) any business specified on Exhibit D to this Agreement, and (B) any other off-price, promotional, or warehouse-club-type retail business, however organized or conducted, that sells apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of merchandise sold by Parent or any of its Subsidiaries at the termination of the Employment Period.

     For purposes of this subsection (b), a “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than Parent or its Subsidiaries.

     For purposes of this subsection (b), reference to any Person (the “first Person”) shall be deemed to include any other Person that controls, is controlled by or is under common control with the first Person.

     If, at any time, pursuant to action of any court, administrative, arbitral or governmental body or other tribunal, the operation of any part of this subsection shall be determined to be

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unlawful or otherwise unenforceable, then the coverage of this subsection shall be deemed to be reformed and restricted as to substantive reach, duration, geographic scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in which such determination is made.

     (c) Executive shall never use or disclose any confidential or proprietary information of Parent or its Subsidiaries other than as required by applicable law or during the Employment Period for the proper performance of Executive’s duties and responsibilities to Parent and its Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of Parent and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the exclusive property of Parent and its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the Company at such time or times as the Company may specify all Documents then in Executive’s possession or control. In addition, upon termination of employment for any reason other than the death of Executive, Executive shall immediately return all Documents, and shall execute a certificate representing and warranting that he has returned all such Documents in Executive’s possession or under his control. This Section 8(c) shall only bind Executive to the extent allowed by the applicable law of the jurisdiction in which enforcement is sought, and nothing in this Section 8(c) shall prevent Executive from making a statutory disclosure.

     (d) If, during the Employment Period or at any time following termination of the Employment Period, regardless of the reason for such termination, Executive breaches any provision of this Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, or in the case of any stock-based benefits to Parent, with interest at the prime rate in effect at Bank of America, or its successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5; (ii) any unexercised stock options and stock appreciation rights held by Executive; (iii) if any other stock-based award vested in connection with termination of the Employment Period, whether occurring prior to, simultaneously with, or following such breach, or subsequent to such breach and prior to termination of the Employment Period, the value of such stock-based award at time of vesting plus any additional gain realized on a subsequent sale or disposition of the award or the underlying stock; and (iv) in respect of each stock option or stock appreciation right exercised by Executive within six (6) months prior to any such breach or subsequent thereto and prior to the forfeiture and disgorgement required by this Section 8(d), the excess over the exercise price (or base value, in the case of a stock appreciation right) of the greater of (A) the fair market value at time of exercise of the shares of stock subject to the award, or (B) the number of shares of stock subject to such award multiplied by the per-share proceeds of any sale of such stock by Executive.

     (e) Executive shall notify the Company and Parent immediately upon securing employment or becoming self-employed at any time within the Noncompetition Period or the Nonsolicitation Period, and shall provide to the Company and Parent such details concerning such employment or self-employment as either of them may reasonably request in order to ensure compliance with the terms hereof.

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     (f) Executive hereby advises the Company that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 8, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, confidential information and other legitimate business interests of Parent and its Subsidiaries, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by them.

     Executive agrees that Executive will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing.

     Executive also acknowledges and agrees that, were Executive to breach any of the provisions of this Section 8, the harm to Parent and its Subsidiaries would be irreparable. Executive therefore agrees that, in the event of such a breach or threatened breach, the Company and/or Parent shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with enforcing its rights hereunder.

     Executive further agrees that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

     Finally, Executive agrees that the Nonsolicitation Period and the Noncompetition Period shall be tolled, and shall not run, during any period of time in which Executive is in violation of any of the terms of this Section 8, in order that the Company shall have the agreed-upon temporal protection recited herein.

     (g) Executive agrees that if any of the restrictions in this Section 8 is held to be void or ineffective for any reason but would be held to be valid and effective if part of its wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective. The Executive further agrees that the restrictions contained in each subsection of this Section 8 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions.

     (h) Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company, Parent and its Subsidiaries, and any successor or permitted assign to whose employ Executive may be transferred, without the necessity that this Agreement be re-signed at the time of such transfer. Executive further agrees that no changes in the nature or scope of his employment with the Company will operate to extinguish the terms and conditions set forth in Section 8, or otherwise require the parties to re-sign this Agreement.

     (i) The provisions of this Section 8 shall survive the termination of the Employment Period and the termination of this Agreement, regardless of the reason or reasons therefor, and

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shall be binding on Executive regardless of any breach by the Company of any other provision of this Agreement.

     9. ASSIGNMENT. The rights and obligations of the Company and Parent shall inure to the benefit of and shall be binding upon their respective successors and assigns. The rights and obligations of Executive are not assignable, except only that stock issuable, awards and payments payable to him after death shall be made to his estate, except as otherwise provided by the applicable plan or award documentation, if any.

     10. NOTICES. All notices and other communications required hereunder shall be in writing and shall be given by mailing the same by certified or registered mail, return receipt requested, postage prepaid. If sent to the Company, the same shall be mailed to the Company, with a copy to Parent, in each case at 770 Cochituate Road, Framingham, Massachusetts 01701, Attention: Chairman of the Executive Compensation Committee, or such other address as the Company (with respect to the Company) or Parent (with respect to Parent) may hereafter designate by notice to Executive; and, if sent to Executive, the same shall be mailed to Executive at his address as set forth in the records of the Company or at such other address as Executive may hereafter designate by notice to the Company with a copy to Parent.

     11. WITHHOLDING; CERTAIN TAX MATTERS; CERTAIN DEDUCTIONS. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) to the extent any payment hereunder that is payable by reason of termination of Executive’s employment constitutes “nonqualified deferred compensation” subject to Section 409A and would otherwise have been required to be paid during the six (6)-month period following such termination of employment, it shall instead (unless at the relevant time Executive is no longer a Specified Employee) be delayed and paid, without interest, in a lump sum on the date that is six (6) months and one day after Executive’s termination (or, if earlier, the date of Executive’s death). Executive acknowledges that he has reviewed the provisions of this Agreement with his advisors and agrees that except for any benefit under any tax equalization policy or program maintained by Parent or the Company in which Executive participates, as any such policy or program may be amended and in effect from time to time, neither the Company nor Parent shall be liable to make Executive whole for any taxes that may become due or payable by reason of this Agreement or any payment, benefit or entitlement hereunder.

     Without limiting any other provision of this agreement, Executive hereby authorizes the Company, Parent, and any of their affiliates to deduct from his remuneration, to the extent consistent with the offset-limitation and related provisions of Section 409A, any sums then due from him to the Company, Parent, or any of their affiliates, including, without limitation, any overpayments of salary, overpayments of holiday pay whether in respect of holiday taken in excess of that accrued during the holiday year or otherwise, loans or advances (if any) permitted under applicable law (including without limitation U.S. law) to be made to him by the Company, Parent, or any of their affiliates, any fines incurred by Executive and paid by the Company, Parent, or any of their affiliates, the cost of repairing any damage or loss to the property of the Company, Parent, or any of their affiliates caused by him and all losses suffered by the

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Company, Parent, or any of their affiliates as a result of any negligence or breach of duty by Executive.

     12. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed, except as provided in Section 13, by the laws of the England.

     13. CERTAIN STOCK-BASED RIGHTS. Executive acknowledges that the stock-based rights to which reference is made under Section 8 of this Agreement consist currently of awards made under the Stock Incentive Plan or a predecessor plan of Parent and may include awards made in the future under the Stock Incentive Plan (the “subject awards”). Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the provisions of Section 8(d), insofar as they pertain to the subject awards, as well as the provisions of this Section 13, shall be construed and shall be enforceable under, and shall be subject to, the laws of the Commonwealth of Massachusetts, applied without regard to the choice of laws provisions thereof. Executive further agrees that he will not assert as a defense to any attempted enforcement of Section 8(d) or this Section 13, or otherwise, the purported applicability of the laws of any other jurisdiction. The provisions of this Section 13 shall survive the termination of the Employment Period.

     14. TERMINATION OF EMPLOYMENT AND SEPARATION FROM SERVICE. All references in the Agreement to termination of employment, a termination of the Employment Period, or separation from service, and correlative terms, that result in the payment or vesting of any amounts or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A shall be construed to require a Separation from Service, and the Date of Termination in any such case shall be construed to mean the date of the Separation from Service.

     15. ENTIRE AGREEMENT. This Agreement, including Exhibits, represents the entire agreement between the parties relating to the terms of Executive’s employment by the Company and supersedes all prior written or oral agreements, including, without limitation, the Prior Agreement, between them.

	/s/ Paul Sweetenham
	Executive
	TJX UK
By:	/s/ Jeffrey G. Naylor
	THE TJX COMPANIES, INC.
By:	/s/ Carol Meyrowitz

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EXHIBIT A

Certain Definitions

     (a) “Base Salary” means, for any period, the amount described in Section 3(a).

     (b) “Cause” means dishonesty by Executive in the performance of his duties, conviction of a felony (other than a conviction arising solely under a statutory provision imposing criminal liability upon Executive on a per se basis due to the Company or Parent offices held by Executive, so long as any act or omission of Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Company Board or the Parent Board), gross neglect of duties (other than as a result of Disability or death), or conflict of interest which conflict shall continue for thirty (30) days after the Company gives written notice to Executive requesting the cessation of such conflict.

     In respect of any termination during a Standstill Period, Executive shall not be deemed to have been terminated for Cause until the later to occur of (i) the 30th day after notice of termination is given and (ii) the delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the directors of the Parent Board at a meeting called and held for that purpose (after reasonable notice to Executive), and at which Executive together with his counsel was given an opportunity to be heard, finding that Executive was guilty of conduct described in the definition of “Cause” above, and specifying the particulars thereof in detail; provided, however, that the Company may suspend Executive and withhold payment of his Base Salary from the date that notice of termination is given until the earliest to occur of (A) termination of Executive for Cause effected in accordance with the foregoing procedures (in which case Executive shall not be entitled to his Base Salary for such period), (B) a determination by a majority of the directors of the Parent Board that Executive was not guilty of the conduct described in the definition of “Cause” effected in accordance with the foregoing procedures (in which case Executive shall be reinstated and paid any of his previously unpaid Base Salary for such period), or (C) ninety (90) days after notice of termination is given (in which case Executive shall then be reinstated and paid any of his previously unpaid Base Salary for such period). If Base Salary is withheld and then paid pursuant to clause (B) or (C) of the preceding sentence, the amount thereof shall be accompanied by simple interest, calculated on a daily basis, at a rate per annum equal to the prime or base lending rate, as in effect at the time, of the Company’s principal commercial bank. The Company shall exercise its discretion under this paragraph consistent with the requirements of Section 409A or the requirements for exemption from Section 409A.

     (c) “Change in Control Event” means a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company.

     (d) “Change of Control” has the meaning given it in Exhibit B.

A-1

     (e) “Change of Control Termination” means the termination of Executive’s employment during a Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or (3) by reason of death or Disability.

     For purposes of this definition, termination for “good reason” shall mean the voluntary termination by Executive of his employment within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of any one of the events described below, provided, that Executive gives notice to the Company within sixty (60) days of the first occurrence of any such event or condition, requesting that the pertinent event or condition described therein be remedied, and the situation remains unremedied upon expiration of the thirty (30)-day period commencing upon receipt by the Company of such notice:

(I)	the assignment to him of any duties inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change of Control, or any removal of Executive from or any failure to reelect him to such positions, except in connection with the termination of Executive’s employment by the Company for Cause or by Executive other than for good reason, or any other action by the Company which results in a diminishment in such position, authority, duties or responsibilities; or
(II)	if Executive’s rate of Base Salary for any fiscal year is less than 100% of the rate of Base Salary paid to Executive in the completed fiscal year immediately preceding the Change of Control or if Executive’s total cash compensation opportunities, including salary and incentives, for any fiscal year are less than 100% of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control; or
(III)	the failure of Parent or its Subsidiaries to continue in effect any benefits or perquisites, or any pension, life insurance, medical insurance or disability plan in which Executive was participating immediately prior to the Change of Control unless Parent or its Subsidiaries provide Executive with a plan or plans that provide substantially similar benefits, or the taking of any action by Parent or its Subsidiaries that would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to the Change of Control; or
(IV)	any purported termination of Executive’s employment by the Company for Cause during a Standstill Period which is not effected in compliance with paragraph (b) above; or
(V)	any relocation of Executive of more than forty (40) miles from the place where Executive was located at the time of the Change of Control; or
(VI)	any other breach by the Company of any provision of this Agreement; or

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(VII) Parent sells or otherwise disposes of, in one transaction or a series of related transactions, assets or earning power aggregating more than 30% of the assets (taken at asset value as stated on the books of Parent determined in accordance with generally accepted accounting principles consistently applied) or earning power of Parent (on an individual basis) or Parent and its Subsidiaries (on a consolidated basis) to any other Person or Persons (as those terms are defined in Exhibit B)..

     (f) “Code” means the Internal Revenue Code of 1986, as amended.

     (g) “Committee” means the Executive Compensation Committee of the Parent Board.

     (h) “Company” means TJX UK.

     (i) “Company Board” means the Board of Directors of the Company.

     (j) “Constructive Termination” means a termination of employment by Executive occurring within one hundred twenty (120) days of a requirement by the Company that Executive relocate, without his prior written consent, more than forty (40) miles from the current corporate headquarters of the Company, but only if (i) Executive shall have given to the Company notice of intent to terminate within sixty (60) days following notice to Executive of such required relocation and (ii) the Company shall have failed, within thirty (30) days thereafter, to withdraw its notice requiring Executive to relocate. For purposes of the preceding sentence, the one hundred twenty (120) day period shall commence upon the end of the thirty (30)-day cure period, if the Company fails to cure within such period.

     (k) “Date of Termination” means the date on which Executive’s employment terminates.

     (l) “Disabled”/“Disability” means a medically determinable physical or mental impairment that (i) can be expected either to result in death or to last for a continuous period of not less than six months and (ii) causes Executive to be unable to perform the duties of his position of employment or any substantially similar position of employment to the reasonable satisfaction of the Committee.

     (m) “End Date” has the meaning set forth in Section 1 of the Agreement.

     (n) “LRPIP” has the meaning set forth in Section 3(b) of the Agreement.

     (o) “MIP” has the meaning set forth in Section 3(b) of the Agreement.

     (p) “Parent” means The TJX Companies, Inc.

     (q) “Parent Board” means the Board of Directors of Parent.

     (r) “Section 409A” means Section 409A of the Code.

     (s) “Separation from Service” shall mean a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations under Section 409A) from the

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Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of such Treasury Regulations. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of the Agreement.

     (t) “Specified Employee” shall mean an individual determined by the Committee or its delegate to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of the Agreement.

     (u) “Standstill Period” means the period commencing on the date of a Change of Control and continuing until the close of business on the earlier of the day immediately preceding the End Date or the last business day of the 24th calendar month following such Change of Control.

     (v) “Stock” means the common stock, $1.00 par value, of the Company.

     (w) “Stock Incentive Plan” has the meaning set forth in Section 3(b) of the Agreement.

     (x) “Subsidiary” means any corporation in which Parent owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock.

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EXHIBIT B

Definition of “Change of Control”

     “Change of Control” shall mean the occurrence of any one of the following events:

     (a) there occurs a change of control of Parent of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that no transaction shall be deemed to be a Change of Control (i) if the person or each member of a group of persons acquiring control is excluded from the definition of the term “Person” hereunder or (ii) unless the Committee shall otherwise determine prior to such occurrence, if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring control; or

     (b) any Person other than Parent, any wholly-owned subsidiary of Parent, or any employee benefit plan of Parent or such a subsidiary becomes the owner of 20% or more of Parent’s Common Stock and thereafter individuals who were not directors of Parent prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of Parent’s Board of Directors; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or

     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than Parent’s Board of Directors and thereafter individuals who were not directors of Parent prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of Parent’s Board of Directors; or

     (d) Parent executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of Parent shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of Parent when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control if, immediately after such transaction, Executive or any Executive Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of Parent owned by Executive and any Executive Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of Parent immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in the same manner as ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d), a Change of Control shall not be deemed to have taken place unless and until the acquisition, merger, or consolidation

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contemplated by such agreement is consummated (but immediately prior to the consummation of such acquisition, merger, or consolidation, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).

     In addition, for purposes of this Exhibit B the following terms have the meanings set forth below:

     “Common Stock” shall mean the then outstanding Common Stock of Parent plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board of Directors of Parent shall expressly so determine in any future transaction or transactions.

     A Person shall be deemed to be the “owner” of any Common Stock:

     (i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or

     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or

     (iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.

     An “Executive Related Party” shall mean any affiliate or associate of Executive other than Parent or a majority-owned subsidiary of Parent. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, Parent).

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EXHIBIT C

Change of Control Benefits

     C.1. Benefits Upon a Change of Control Termination.

     (a) The Company shall pay the following to Executive (i) as hereinafter provided an amount equal to two times his Base Salary for one year at the rate equal to Executive’s U.S. Reference Salary in effect immediately prior to the Date of Termination or the Change of Control, whichever is higher (and without regard to the rate of Executive’s Base Salary in pounds sterling at such times), which U.S. Reference Salary shall be converted to pounds sterling based on the U.S. dollar/pound exchange rate in effect on the Date of Termination, plus (ii) within thirty (30) days following the Change of Control Termination, the accrued and unpaid portion of his Base Salary through the Date of Termination, subject to the following. If Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under (i) shall be reduced by the annual long-term disability compensation benefit for which Executive is eligible under such plan for the two-year period over which the amount payable under (i) is measured. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under the first sentence of this subsection (a), and if the sum of such payments (the “combined Change of Control/disability benefit”) exceeds the payment for such period to which Executive is entitled under the first sentence of this subsection (a) (determined without regard to the second sentence of this subsection (a)), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined Change of Control/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company. If the Change of Control Termination occurs in connection with a Change of Control that is also a Change in Control Event, the amount described in subsection (a)(i) shall be paid in a lump sum on the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), unless the Executive is not a Specified Employee on the relevant date, in which case the amount described in this subsection (a) shall instead be paid thirty (30) days following the date of the Change of Control Termination. If the Change of Control Termination occurs in connection with a Change of Control that is not a Change in Control Event, the amount described in subsection (a)(i) above shall be paid, except as otherwise required by Section 11 of the Agreement, in the same manner as it would have been paid in the case of a termination by the Company other than for Cause under Section 5(a), and in lieu of the MIP and LRPIP benefits described in Section C.2, Executive shall be entitled to the MIP and LRPIP benefits, if any, described in Section 5(a)(iii) and Section 5(a)(iv) of the Agreement, payable in accordance with such Sections.

     (b) Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the continued benefit of Executive and his family all life insurance and medical insurance plans and programs in which Executive was entitled to participate immediately prior to the Change of Control, provided, that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive is ineligible to participate in such plans or programs, the Company shall arrange upon

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comparable terms to provide Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. Notwithstanding the foregoing, the Company’s obligations hereunder with respect to life or medical coverage or benefits shall be deemed satisfied to the extent (but only to the extent) of any such coverage or benefits provided by another employer.

     (c) On the date that is six (6) months and one day following the date of the Change of Control Termination (or, if earlier, the date of Executive’s death), the Company shall pay to Executive or his estate, in lieu of any automobile allowance, the present value of the automobile allowance (at the rate in effect prior to the Change of Control) it would have paid for the two years following the Change of Control Termination (or until the earlier date of Executive’s death, if Executive dies prior to the date of the payment under this Section C.1(c)); provided, that if the Change of Control is not a Change of Control Event, such amount shall instead be paid in the same manner as Executive’s automobile allowance would have been paid in the case of a termination by the Company other than for Cause under Section 5(a); and further provided, that if Executive is not a Specified Employee on the relevant date, any lump sum payable under this Section C.1(c) shall instead by paid within thirty (30) days following the Change of Control Termination.

     C.2. Incentive Benefits Upon a Change of Control. Within thirty (30) days following a Change of Control that is also a Change in Control Event, whether or not Executive’s employment has terminated or been terminated, the Company shall pay to Executive, in a lump sum, the sum of (i) and (ii), where:

     (i) is the sum of (A) the “Target Award” under MIP or any other annual incentive plan which is applicable to Executive for the fiscal year in which the Change of Control occurs, plus (B) an amount equal to such Target Award prorated for the period of active employment during such fiscal year through the Change of Control, plus (C) any unpaid amounts to which Executive is entitled under MIP with respect to any fiscal year completed prior to the Change of Control; and

     (ii) the sum of (A) for Performance Cycles not completed prior to the Change of Control, an amount with respect to each such cycle equal to the maximum Award under LRPIP specified for Executive for such cycle, plus (B) any unpaid amounts owing with respect to LRPIP cycles completed prior to the Change of Control.

If the Change of Control is not also a Change in Control Event, for the avoidance of doubt, Executive shall continue to participate in MIP and LRPIP (or such other incentive plans, if any, in which Executive was participating) in accordance with their terms, subject to Section C.1. above, and shall not be entitled to the supplemental or accelerated payments described in Section C.2.(i) and Section C.2.(ii) above.

     C.3. Payment Adjustment. Payments under Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Executive to the federal excise tax levied on

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certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Executive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Section C.1. or Section C.2. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change of Control, amounts payable under Section C.1. and Section C.2. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Executive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Section C.1(a)(i) of this Exhibit, then against any benefits payable under Section C.2. of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change of Control, and finally against all other payments, if any. The determination as to whether Executive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Section C.3. shall be made at the Company’s expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Committee may designate prior to a Change of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Executive or refunded to the Company, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

     C.4. Other Benefits. In addition to the amounts described in Sections C.1. and C.2., Executive or his legal representative shall be entitled to his Stock Incentive Plan benefits, if any, under Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), and to the payment of his vested benefits under the plans described in Section 3(f) (Retirement and Other Deferred Compensation Plans).

     C.5. Noncompetition; No Mitigation of Damages; etc.

     (a) Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with Parent and its Subsidiaries subsequent to the termination of his employment, whether contained in an employment agreement or other agreement, shall no longer be effective.

     (b) No Duty to Mitigate Damages. Executive’s benefits under this Exhibit C shall be considered severance pay in consideration of his past service and his continued service from the date of this Agreement, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.

     (c) Legal Fees and Expenses. The Company shall pay all legal fees and expenses, including but not limited to counsel fees, stenographer fees, printing costs, etc. reasonably incurred by Executive in contesting or disputing that the termination of his employment during a

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Standstill Period is for Cause or other than for good reason (as defined in the definition of Change of Control Termination) or obtaining any right or benefit to which Executive is entitled under this Agreement following a Change of Control. Any amount payable under this Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at Bank of America, or its successor, until paid in full. All payments and reimbursements under this Section shall be made consistent with the applicable requirements of Section 409A.

     (d) Notice of Termination. During a Standstill Period, Executive’s employment may be terminated by the Company only upon thirty (30) days’ written notice to Executive.

     (e) Continued Affiliation With Parent A Condition Precedent. The provisions of this Exhibit C shall not apply unless, at the time of the Change of Control, the Company is a Subsidiary of Parent.

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EXHIBIT D

Competitive Businesses

The following businesses (together with any subsidiaries and affiliates) are the specified businesses referred to in Section 8(b)(ii)(A) of the Agreement:

[*****]

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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EXHIBIT E

Certain International Benefits and Related Provisions

E.1. From and after the Effective Date, and for so long as Executive’s duties and responsibilities include the performance of services in the United States for Parent or its affiliates, Executive shall be eligible to receive the following compensation and benefits from Parent or its affiliates in respect of such services:

(a)	the provision of rental housing in the Boston area, the cost of which is paid by Parent or its affiliates and subject to a cap of $7,200 per month or such higher amount, if any, as may be approved in writing by Parent or its affiliates to reflect reasonable increases in the cost of rental housing in such area;
(b)	the payment of immigration expenses associated with Executive’s visa enabling him to work in the United States.

All benefits under this Section E.1 shall cease upon the termination of Executive’s employment for any reason.

E.2. The Company or its affiliates shall provide, in accordance with any tax equalization policy or program maintained by Parent or its affiliates, as any such policy or program may be amended and in effect from time to time, (i) tax equalization assistance for any additional tax liability Executive incurs in respect of his services in the United States that Executive would not have incurred had he only provided services and remained located in the United Kingdom, (ii) a tax-gross-up payment or payments for applicable U.S. federal, state, and local and U.K. taxes paid by Executive in connection with the compensation and benefits paid to Executive under Section E.1, and (iii) tax preparation assistance to Executive for filing his U.S. federal and Massachusetts tax returns. Payments under this Section E.2 are intended to be consistent with the requirements of Section 409A or an exemption from Section 409A; provided, that in no event shall Parent or its affiliates be liable by reason of any failure of such arrangements, or any of them, to comply with Section 409A or the requirements for an exemption from Section 409A. Any tax equalization payments under this Section E.2 with respect to Executive’s compensation for a particular year (a “compensation year”) shall be paid no later than the end of the second calendar year following the calendar year in which Executive’s U.S. federal tax return is required to be filed (including any extensions) for the compensation year, or at such other time consistent with the requirements for an exemption from Section 409A under Treasury Regulation § 1.409A-1(b)(8)(iii). Any tax gross-up payments under this Section E.2 shall be paid no later than the end of the calendar year following the calendar year in which the underlying taxes were paid by Executive. Executive shall cooperate with the Company to provide any documentation necessary for the determination of any tax equalization assistance due to Executive under this Section E.2.

E.3. Parent’s 409A Reimbursement Policy is hereby incorporated by reference. For the avoidance of doubt, all reimbursements, benefits, and payments under this Exhibit E shall be subject to the terms of Parent’s 409A Reimbursement Policy, as amended and in effect from time to time, to the extent applicable.

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EX-10.8

Exhibit 10.8

SETTLEMENT AGREEMENT

Dated April 2, 2008

by and between

MASTERCARD INTERNATIONAL INCORPORATED

and

THE TJX COMPANIES, INC.

TABLE OF CONTENTS

1. DEFINITIONS; CERTAIN RULES OF CONSTRUCTION	1
1.1. Definitions	1
1.2. Certain Rules of Construction	5
2. ACCOUNTING STATEMENT	5
3. ALTERNATIVE RECOVERY OFFER	6
3.1. Alternative Recovery Acceptance	7
3.2. Alternative Recovery Amount	7
3.3. Maximum Settlement Amount	7
3.4. Reduction for Non-Acceptances	7
4. UNSATISFIED THRESHOLD EVENT; ALTERNATIVE RECOVERY ACCEPTANCE REPORT; MASTERCARD REPRESENTATIONS; DELIVERY OF ACCEPTANCES	7
4.1. Unsatisfied Threshold Event	7
4.2. Alternative Recovery Acceptance Report	8
4.3. MasterCard Representations	8
4.4. Delivery of Alternative Recovery Acceptances	9
5. PAYMENT AND POST-CONSUMMATION COVENANT BY TJX	9
6. FINE APPEALS/MASTERCARD RELEASE	9
7. RELEASE; CONSUMMATION DATE	10
7.1. Release	10
7.2. Conditions to Consummation; Consummation Date	10
8. OPT-IN THRESHOLD CONDITION; TERMINATION, ETC.	11
8.1. Opt-In Threshold Condition	11
8.2. Termination	11
8.3. Effect of Termination	12
9. REPRESENTATIONS AND WARRANTIES; MASTERCARD AND TJX INDEMNIFICATION	12
9.1. Representations and Warranties	12
9.2. MasterCard Indemnification	13
9.3. TJX Indemnification	14

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10. MISCELLANEOUS	14
10.1. Notices	14
10.2. Succession and Assignment; No Third-Party Beneficiary	15
10.3. Amendments and Waivers	16
10.4. Entire Agreement	16
10.5. Counterparts; Effectiveness	16
10.6. Non-Severability	16
10.7. Headings	17
10.8. Construction	17
10.9. Survival of Covenants, Reliance, etc	17
10.10. Governing Law	17
10.11. Jurisdiction; Venue and Limitation on Actions; Service of Process	17
10.12. Specific Performance	18
10.13. Waiver of Jury Trial	18
10.14. No Admission of Liability	19
10.15. SEC Filings; Public Announcements	19

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EXHIBITS

Exhibit 1.1	MasterCard Online Issuer Claim for Reimbursement Worksheet
Exhibit 2	Accounting Statement
Exhibit 3.1	Form of Alternative Recovery Acceptance
Exhibit 7.1	Form of TJX Release
Exhibit 10.15A	TJX Press Release
Exhibit 10.15B	MasterCard Press Release

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SETTLEMENT AGREEMENT

     SETTLEMENT AGREEMENT dated as of April 2, 2008 (together with the attached Exhibits called this “Settlement Agreement”), by and between MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation (“MasterCard”), and THE TJX COMPANIES, INC., a Delaware corporation (“TJX”).

     WHEREAS, on January 17, 2007, TJX publicly announced that prior to December 19, 2006, the portion of TJX’s computer system that processes and stores information related to certain customer transactions at certain TJX-operated stores was subjected to one or more unauthorized intrusions (further defined collectively below as the TJX Intrusion), during which certain payment card account data were stolen;

     WHEREAS, certain issuers of payment cards bearing the “MasterCard,” “MasterCard Electronic,” “Maestro,” and/or “Cirrus” brand names may have certain rights under the MasterCard Operating Regulations (as defined below) to recover certain amounts (which amounts may be indemnifiable by TJX) by reason of losses and costs associated with the TJX Intrusion allegedly incurred by those issuers; and

     WHEREAS, in order to settle claims and resolve other disputes among TJX and its acquiring banks, on the one hand, and MasterCard and certain MasterCard issuers, on the other hand, with respect to the possible rights of MasterCard issuers described above and actual and potential associated claims by MasterCard and MasterCard issuers asserting such possible rights, TJX and MasterCard have entered into this Settlement Agreement.

     NOW, THEREFORE, in consideration of the representations, warranties and covenants set forth in this Settlement Agreement and subject to all the terms and conditions set forth in this Settlement Agreement, MasterCard and TJX agree as follows:

     1. DEFINITIONS; CERTAIN RULES OF CONSTRUCTION.

          1.1. Definitions. The following capitalized terms and non-capitalized words and phrases have the meanings respectively assigned to them below, which meanings are applicable equally to the singular and plural forms of the terms so defined:

     “Acceptance Deadline” has the meaning set forth in Section 8.1.

     “Acceptance Delivery Date” has the meaning set forth in Section 4.4.

     “Accepting Issuer” has the meaning set forth in Section 3.1.

     “Accounting Statement” means a written statement (i) which sets forth MasterCard’s calculation of the aggregate numbers of the Eligible MasterCard Issuers’ Alerted-On Accounts and Claimed-On Accounts (including MasterCard’s calculation of how many of the Eligible MasterCard Issuers’ Claimed-On Accounts constitute Reissued Accounts and how many constitute Specially Monitored Accounts), and which contains detail sufficient to confirm the accuracy of the MasterCard representation and warranty contained in clauses (i), (ii) and (iii) of

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the second sentence of Section 2, and (ii) which includes an issuer-by-issuer breakdown identifying each Eligible MasterCard Issuer by means of a numerical identifier, rather than by name; setting forth, as to each Eligible MasterCard Issuer, its number of Alerted-On Accounts and its number of Claimed-On Accounts; and setting forth, as to each Eligible MasterCard Issuer’s Claimed-On Accounts, how many of the Claimed-On Accounts of each Eligible MasterCard Issuer are Reissued Accounts and how many are Specially Monitored Accounts.

     “Adjusted Settlement Amount” has the meaning set forth in Section 3.4.

     “Adjusted Worksheet Account Total” means, as to any Issuer Claim, the number appearing in Item 4.1 of the Worksheet for such Issuer Claim after eliminating any duplicate MasterCard Accounts that were originally included in the number used by MasterCard to populate such Item 4.1.

     “Affiliated Issuer” means, with respect to any MasterCard Issuer, any other MasterCard Issuer that controls, is controlled by, or is under common control with, such MasterCard Issuer.

     “Affiliated Person” means, as to any Person, the past, present, and future representatives, attorneys, agents, accountants, assigns, insurers, administrators, officers, directors, trustees, employees, retained contractors, parents, affiliates, subsidiaries, predecessors, and successors of the Person, and any other Persons acting on behalf of the Person, all in their capacities as such.

     “Aggregate Non-Accepted Offers Amount” has the meaning set forth in Section 3.4.

     “Alerted-On Account” means (i) in general, any MasterCard Account with respect to which MasterCard issued an alert in connection with the TJX Intrusion, and (ii) with respect to any MasterCard Issuer, any MasterCard Account issued by that particular MasterCard Issuer, or by a Sponsored Issuer of that particular MasterCard Issuer, with respect to which MasterCard issued such an alert.

     “Alleged Non-Compliance” has the meaning set forth in Section 6.

     “Alternative Recovery Acceptance” has the meaning set forth in Section 3.1.

     “Alternative Recovery Acceptance Report” has the meaning set forth in Section 4.2.

     “Alternative Recovery Amount” has the meaning set forth in Section 3.

     “Alternative Recovery Offer” has the meaning set forth in Section 3.

     “Business Day” means any day other than any Saturday, Sunday or other day on which commercial banks are authorized or required to close in Boston or New York City.

     “Claimed-On Account” means (i) in general, any Alerted-On Account with respect to which a MasterCard Issuer has made an Issuer Claim, and (ii) with respect to any particular Eligible MasterCard Issuer, any Alerted-On Account issued by that particular Eligible

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MasterCard Issuer, or by a Sponsored Issuer of that particular Eligible MasterCard Issuer, with respect to which that particular Eligible MasterCard Issuer or an Affiliated Issuer of that particular Eligible MasterCard Issuer has made an Issuer Claim.

     “Claiming Sponsored Issuer” means, with respect to any Eligible MasterCard Issuer, a Sponsored Issuer (a) that (i) issued one or more of such Eligible MasterCard Issuer’s Claimed-On Accounts and (ii) is identified as one of such Eligible MasterCard Issuer’s Claiming Sponsored Issuers in such Eligible MasterCard Issuer’s Alternative Recovery Acceptance, or (b) that is an Affiliated Issuer of such Eligible MasterCard Issuer.

     “Consummation Date” has the meaning set forth in Section 7.2.

     “Eligible MasterCard Issuer” means a MasterCard Issuer that is listed by MasterCard in the Accounting Statement as a MasterCard Issuer entitled to receive an Alternative Recovery Offer under the terms of this Settlement Agreement; provided, however, that no MasterCard Issuer shall be an Eligible MasterCard Issuer if such MasterCard Issuer is a Sponsored Issuer of an Eligible MasterCard Issuer.

     “Extended Acceptance Deadline” has the meaning set forth in Section 8.1.

     “Issuer Claim” means a compliance claim and/or a timely operating expense reimbursement claim made with MasterCard by a MasterCard Issuer under the MasterCard Operating Regulations with respect to one or more of the Alerted-On Accounts that under the applicable MasterCard Operating Regulations were eligible to be made the subject of such a claim, in each case regardless of whether such claim has been waived by the MasterCard Issuer in question after such claim was made with MasterCard, but otherwise giving effect to any amendment of such claim by such MasterCard Issuer as of the date of the Settlement Agreement.

     “MasterCard Account” means a payment card account utilized by a payment card bearing the MasterCard symbol or MasterCard brand mark, the MasterCard Electronic symbol or MasterCard Electronic brand mark, the Maestro symbol or Maestro brand mark, and/or the Cirrus symbol or Cirrus brand mark, and issued by or through a member of MasterCard (or by or through some other entity sponsored directly or indirectly by an Affiliated Person of a member of MasterCard), that enables the purchase of goods from a merchant.

     “MasterCard Issuer” means an issuer of a MasterCard Account.

     “MasterCard Operating Regulations” means the governing bylaws, rules and regulations, published policies, and any other manuals of MasterCard prepared in connection with any program or service or activity of MasterCard and published to the members of MasterCard from time to time, for example, and not by way of limitation, the Bylaws and Rules manual, the Security Rules and Procedures manual, the Chargeback Guide manual, the Operations Manual, and the Authorization System Manual.

     “Maximum Settlement Amount” has the meaning set forth in Section 3.3.

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     “Mistaken Issuer Claim” means any Issuer Claim as to which the number of Claimed-On Accounts exceeds the Adjusted Worksheet Account Total.

     “Non-Accepted Offer Amount” has the meaning set forth in Section 3.4.

     “Non-Accepting Issuers” has the meaning set forth in Section 3.4.

     “Opt-In Threshold Condition” has the meaning set forth in Section 8.1.

     “Person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, governmental authority or other entity of any kind.

     “Reissued Account” means an Alerted-On Account with respect to which an Eligible MasterCard Issuer (or an Affiliated Issuer of such Eligible MasterCard Issuer) has submitted an Issuer Claim asserting that the MasterCard card of the accountholder of that particular Alerted-On Account was reissued as a result of the TJX Intrusion.

     “Release” has the meaning set forth in Section 7.1.

     “Reports on Compliance” means the following four reports prepared for TJX in conjunction with the annual assessment of TJX’s compliance with the Payment Card Industry Data Security Standards and/or other then existing data security standards: the 2007 Level 1 — PCI Data Security Standards Report on Compliance dated October 16, 2007 prepared for TJX by VeriSign Inc.; the 2006 Report of Compliance (RoC) of TJX dated September 29, 2006 prepared for TJX by Cybertrust, Inc.; the 2005 Report of Compliance (RoC) of TJX dated September 30, 2005 prepared for TJX by Cybertrust, Inc.; and the 2004 Report of Compliance dated September 29, 2004 prepared for TJX by VeriSign Inc.

     “Settlement Agreement” has the meaning set forth in the preamble hereto.

     “Specially Monitored Account” means an Alerted-On Account with respect to which an Eligible MasterCard Issuer (or an Affiliated Issuer of such Eligible MasterCard Issuer) has submitted an Issuer Claim asserting that special monitoring procedures were implemented with respect to that particular Alerted-On Account as a result of the TJX Intrusion.

     “Sponsored Issuer” means (A) in general, any MasterCard Issuer (i) that is an Affiliated Issuer of an Eligible MasterCard Issuer, or (ii) that is sponsored directly or indirectly by an Eligible MasterCard Issuer or by an Affiliated Issuer of an Eligible MasterCard Issuer, or (iii) on behalf of which an Eligible MasterCard Issuer or an Affiliated Issuer of an Eligible MasterCard Issuer made an Issuer Claim, and (B) with respect to any Eligible MasterCard Issuer, any MasterCard Issuer (i) that is an Affiliated Issuer of such Eligible MasterCard Issuer, or (ii) that is sponsored directly or indirectly by such Eligible MasterCard Issuer or by an Affiliated Issuer of such Eligible MasterCard Issuer, or (iii) on behalf of which such Eligible MasterCard Issuer or an Affiliated Issuer of such Eligible MasterCard Issuer made an Issuer Claim.

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     “Termination Date” has the meaning set forth in Section 8.2.

     “TJX Acquirers” means, in their capacities as acquiring banks for TJX or an Affiliated Person of TJX, Fifth Third Bank, Chase Paymentech Solutions LLC (formerly known as Chase Merchant Services LLC), First Data Loan Company, Canada, National Westminster Bank plc and Banco Popular de Puerto Rico.

     “TJX Intrusion” means TJX computer systems intrusion(s) referenced in the MasterCard Alerts having main case numbers MCA024-US-07, MCA024-CAN-07, MCA024-LAC-07, and MCA106-EU-07, including all of their subparts.

     “Unsatisfied Threshold Event” means that the Eligible MasterCard Issuers that validly accept their Alternative Recovery Offers by the Acceptance Deadline, or, if applicable, by the Extended Acceptance Deadline, did not issue (together with their Claiming Sponsored Issuers), in the aggregate, at least 90% of the Claimed-On Accounts of all the Eligible MasterCard Issuers.

     “Worksheet” means, with respect to any Issuer Claim, the MasterCard Online Issuer Claim for Reimbursement Worksheet for such Issuer Claim, the form of which is attached hereto as Exhibit 1.1.

          1.2. Certain Rules of Construction. Except as otherwise explicitly specified to the contrary, (a) references to a Section, Exhibit or Schedule means a Section of, or Schedule or Exhibit to, this Settlement Agreement, unless another agreement or document is specified, (b) the word “including” will be construed as “including without limitation,” (c) references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time, (d) words in the singular or plural form include the plural and singular form, respectively and (e) references to a particular Person include such Person’s successors and assigns to the extent not expressly prohibited by this Settlement Agreement.

     2. ACCOUNTING STATEMENT. Prior to the execution and delivery of this Settlement Agreement, MasterCard has delivered to TJX the Accounting Statement, a copy of which is attached as Exhibit 2 to this Settlement Agreement. MasterCard hereby represents and warrants to TJX that (i) the Alerted-On Accounts constitute not more than 26.1 million unique MasterCard Accounts; (ii) the Eligible MasterCard Issuers’ Alerted-On Accounts constitute, in the aggregate, not less than 86% of all MasterCard Issuers’ Alerted-On Accounts; (iii) the Claimed-On Accounts that are the subject of the operating expense reimbursement Issuer Claims filed with MasterCard by Eligible MasterCard Issuers and their Affiliated Issuers in connection with the TJX Intrusion constitute, in the aggregate, 13,354,885 MasterCard Accounts and include, in the aggregate, 3,537,530 Reissued Accounts and 9,817,355 Specially Monitored Accounts; (iv) except for the Mistaken Issuer Claims, MasterCard has no reason to believe that any Eligible MasterCard Issuer or any Affiliated Issuer of any Eligible MasterCard Issuer has failed to comply with the “one-claim-per-account” provisions of Section 10.3.4 of the MasterCard Security Rules and Procedures manual in its operating expense reimbursement Issuer Claim relative to its Claimed-On Accounts; and (v) each entity identified in the Accounting Statement as an Eligible MasterCard Issuer is a MasterCard Issuer and no

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MasterCard Issuer identified in the Accounting Statement as an Eligible MasterCard Issuer is a Sponsored Issuer of any other MasterCard Issuer identified in the Accounting Statement as an Eligible MasterCard Issuer. MasterCard hereby further represents and warrants to TJX that (i) the Accounting Statement correctly sets forth the information required to be set forth therein by the terms of the definition of the term “Accounting Statement”; (ii) except with respect to the Mistaken Issuer Claims (as to which the number of Claimed-On Accounts evidenced by each Mistaken Issuer Claim has been reduced by the number of such Accounts in excess of the Adjusted Worksheet Account Total for such Claim), the calculations and the numbers set forth in the Accounting Statement with respect to the Eligible MasterCard Issuers’ Claimed-On Accounts, Reissued Accounts, and Specially Monitored Accounts accurately reflect the numerical information provided to MasterCard by the Eligible MasterCard Issuers and their Affiliated Issuers in the Issuer Claims; (iii) the numerical information included in any Issuer Claim was included by MasterCard once and only once in the calculations and numbers set forth in the Accounting Statement; and (iv) the Mistaken Issuer Claims were filed by the Eligible MasterCard Issuers (or by Affiliated Issuers of the Eligible MasterCard Issuers) indicated by a check mark on the Accounting Statement, and the aggregate number of Claimed-On Accounts evidenced by all Mistaken Issuer Claims is less than 70,000 and does not exceed the aggregate number of all Adjusted Worksheet Account Totals evidenced by all Mistaken Issuer Claims by more than 1,000. MasterCard shall in no event be deemed to be in breach of the representations and warranties contained in clause (iv) of the second sentence of this Section 2 and clause (iii) of the first sentence of Section 4.3 merely because, in regard to the Issuer Claim in question, MasterCard failed to notify the MasterCard Issuer that filed such Issuer Claim that MasterCard populated Item 4.1 of the Worksheet for such Issuer Claim with a number of MasterCard Accounts that was not fully deduplicated and/or failed to determine whether (i) the number of Claimed-On Accounts in such Issuer Claim before deducting the number of MasterCard Accounts, if any, appearing in Items 5.2-5.4 and 6.2-6.3 of the Worksheet for such Issuer Claim was greater than (ii) the Adjusted Worksheet Account Total for such Issuer Claim minus the number of MasterCard Accounts, if any, appearing in Items 4.2-4.5 of the Worksheet for such Issuer Claim.

     3. ALTERNATIVE RECOVERY OFFER. MasterCard hereby agrees to send to each Eligible MasterCard Issuer an offer of a certain specified dollar amount (which amount shall be determined by MasterCard, as to each Eligible MasterCard Issuer, in its sole discretion) (the amount so determined by MasterCard for each Eligible MasterCard Issuer is herein called the “Alternative Recovery Amount”) as an alternative to any recovery in connection with such Eligible MasterCard Issuer’s Claimed-On Accounts that such Eligible MasterCard Issuer and its Claiming Sponsored Issuers might be entitled to under the MasterCard Operating Regulations by reason of losses or costs allegedly incurred by such Eligible MasterCard Issuer and its Claiming Sponsored Issuers by reason of the TJX Intrusion (each such offer to an Eligible MasterCard Issuer is called an “Alternative Recovery Offer”), and MasterCard agrees to recommend acceptance by each Eligible MasterCard Issuer of its Alternative Recovery Offer. In communicating the Alternative Recovery Offers to Eligible MasterCard Issuers, MasterCard shall provide each Eligible MasterCard Issuer with a copy of this Settlement Agreement (without Exhibit 2) and with full and fair disclosure regarding the pros and cons of accepting its Alternative Recovery Offer.

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          3.1. Alternative Recovery Acceptance. Any Eligible MasterCard Issuer which desires to accept its Alternative Recovery Offer must, on or before the Acceptance Deadline (or the Extended Acceptance Deadline, if applicable) duly execute and deliver to MasterCard an “Alternative Recovery Acceptance” of such Eligible MasterCard Issuer in the form attached as Exhibit 3.1 to this Settlement Agreement or in such other form as may be approved in writing by TJX and MasterCard as to such Eligible MasterCard Issuer (an Eligible MasterCard Issuer’s “Alternative Recovery Acceptance”) (each such Eligible MasterCard Issuer is herein called an “Accepting Issuer”). No Eligible MasterCard Issuer shall be deemed to have validly accepted its Alternative Recovery Offer and thereby have become an Accepting Issuer unless such Eligible MasterCard Issuer shall have duly executed and timely delivered to MasterCard its Alternative Recovery Acceptance and such duly executed Alternative Recovery Acceptance shall have been timely delivered to TJX by MasterCard.

          3.2. Alternative Recovery Amount. Effective on the Consummation Date, each Accepting Issuer shall be entitled to receive from MasterCard the Alternative Recovery Amount as calculated by MasterCard for such Accepting Issuer.

          3.3. Maximum Settlement Amount. The aggregate amount of TJX’s payment obligation under this Settlement Agreement shall not in any event exceed $23,989,750 (the “Maximum Settlement Amount”), which amount is subject to reduction as provided in Section 3.4 below.

          3.4. Reduction for Non-Acceptances. The Maximum Settlement Amount was agreed upon by the parties based upon an assumed 100% acceptance of the Alternative Recovery Offers by all Eligible MasterCard Issuers. Accordingly, in the event the Opt-In Threshold Condition shall have been satisfied but one or more Eligible MasterCard Issuers shall not have validly accepted its or their Alternative Recovery Offer(s) (the “Non-Accepting Issuers”), the Maximum Settlement Amount shall be reduced by the “Aggregate Non-Accepted Offers Amount,” which shall be determined as follows: for each Non-Accepting Issuer, that Non-Accepting Issuer’s “Non-Accepted Offer Amount” shall be an amount equal to the sum of (x) the number of such Non-Accepting Issuer’s Reissued Accounts as shown in the Accounting Statement multiplied by $0.50, plus (y) the number of such Non-Accepting Issuer’s Specially Monitored Accounts as shown in the Accounting Statement multiplied by $0.125; the “Aggregate Non-Accepted Offers Amount” shall be the aggregate amount of the Non-Accepted Offer Amounts of all Non-Accepting Issuers up to but not exceeding a maximum aggregate amount of $400,000 for all such Non-Accepted Offer Amounts; and the “Adjusted Settlement Amount” shall be the amount obtained by subtracting the Aggregate Non-Accepted Offers Amount from the Maximum Settlement Amount.

     4. UNSATISFIED THRESHOLD EVENT; ALTERNATIVE RECOVERY ACCEPTANCE REPORT; MASTERCARD REPRESENTATIONS; DELIVERY OF ACCEPTANCES.

          4.1. Unsatisfied Threshold Event. In the event that the Unsatisfied Threshold Event shall occur, MasterCard shall deliver (as provided in clause (a), (b) or (d) of Section 10.1) to TJX a written certification to that effect not later than 5:00 p.m., Eastern time, three (3) Business Days following the Acceptance Deadline or, if applicable, the Extended Acceptance

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Deadline, and the delivery of such written certification shall constitute a representation and warranty by MasterCard, and MasterCard shall be deemed to represent and warrant by such delivery, that the information contained therein is true and correct.

          4.2. Alternative Recovery Acceptance Report. If the Unsatisfied Threshold Event shall not have occurred, and, accordingly, the Opt-In Threshold Condition shall have been satisfied, MasterCard shall deliver (as provided in clause (a), (b) or (d) of Section 10.1) to TJX not later than 5:00 p.m., Eastern Time three (3) Business Days following the Acceptance Deadline or, if applicable, the Extended Acceptance Deadline, a written report (the “Alternative Recovery Acceptance Report”) identifying by name and MasterCard BID number (and by the numerical identifier used for such Eligible MasterCard Issuer in the Accounting Statement) each Eligible MasterCard Issuer that validly accepted its Alternative Recovery Offer and is thereby an Accepting Issuer. The Alternative Recovery Acceptance Report shall set forth (i) MasterCard’s calculation of the Accepting Issuers’ aggregate number of Alerted-On Accounts and Claimed-On Accounts, such calculation to be broken down on an issuer-by-issuer basis that sets forth for each Accepting Issuer (together with the name and MasterCard BID number of such Accepting Issuer and the numerical identifier used for such Accepting Issuer in the Accounting Statement) the number of its Alerted-On Accounts and Claimed-On Accounts, and how many of its Claimed-On Accounts constitute Reissued Accounts and how many constitute Specially Monitored Accounts, (ii) MasterCard’s calculation demonstrating that the Opt-In Threshold Condition has been satisfied as provided in Section 8.1, and (iii) MasterCard’s calculation of the Adjusted Settlement Amount as provided in Section 3.4.

          4.3. MasterCard Representations. The delivery of the Alternative Recovery Acceptance Report by MasterCard shall constitute a representation and warranty by MasterCard, and MasterCard shall be deemed to represent and warrant by such delivery, that (i) except with respect to the Mistaken Issuer Claims (as to which the number of Claimed-On Accounts evidenced by each Mistaken Issuer Claim has been reduced by the number of such Accounts in excess of the Adjusted Worksheet Account Total for such Claim), MasterCard has in the Alternative Recovery Acceptance Report correctly set forth the names and MasterCard BID numbers of the Accepting Issuers and the number of each Accepting Issuer’s Alerted-On Accounts and Claimed-On Accounts (including the number of each Accepting Issuer’s Reissued Accounts and Specially Monitored Accounts), (ii) each Accepting Issuer identified as such in the Alternative Recovery Acceptance Report has timely provided MasterCard with a complete and duly executed Alternative Recovery Acceptance, (iii) except for the Mistaken Issuer Claims, MasterCard has no reason to believe that any Accepting Issuer or any Affiliated Issuer of any Accepting Issuer failed to comply with the “one-claim-per-account” provisions of Section 10.3.4 of the MasterCard Security Rules and Procedures manual in its operating expense reimbursement Issuer Claim relative to such Accepting Issuer’s Claimed-On Accounts, (iv) MasterCard has in the Alternative Recovery Acceptance Report correctly calculated that the Opt-In Threshold Condition has been satisfied as provided in Section 8.1 and has correctly calculated the Adjusted Settlement Amount as provided in Section 3.4, and (v) the numerical information contained in the Alternative Recovery Acceptance Report with respect to the Accepting Issuers’ Claimed-On Accounts accurately reflects such numerical information as it was provided to MasterCard by the Accepting Issuers in their Alternative Recovery Acceptances and matches such numerical information as it was provided to MasterCard by the Accepting Issuers and their Affiliated Issuers in their Issuer Claims and as it was set forth as to the Accepting Issuers in the Accounting

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Statement. MasterCard’s liability for breach of the representation and warranty contained in clause (iii) of the preceding sentence shall be limited to the extent provided in the last sentence of Section 2.

          4.4. Delivery of Alternative Recovery Acceptances. In the event that the Unsatisfied Threshold Event shall not have occurred and, accordingly, the Opt-In Threshold Condition shall have been satisfied, not later than five (5) Business Days after MasterCard has delivered the Alternative Recovery Acceptance Report to TJX, MasterCard shall deliver to TJX a true and correct copy of each of the Alternative Recovery Acceptances executed and delivered by each of the Accepting Issuers that is identified as an Accepting Issuer in the Alternative Recovery Acceptance Report. The delivery of the Alternative Recovery Acceptances by MasterCard shall constitute a representation and warranty by MasterCard, and MasterCard shall be deemed to represent and warrant by such delivery, that Schedule I of each Alternative Recovery Acceptance accurately sets forth, as shown in MasterCard’s records at December 31, 2007, the Sponsored Issuer(s), including any Affiliated Issuer(s), of the Accepting Issuer that executed such Alternative Recovery Acceptance. The date on which MasterCard has delivered all of such Alternative Recovery Acceptances to TJX as required by this Section 4.4 is defined herein as the “Acceptance Delivery Date.”

     5. PAYMENT AND POST-CONSUMMATION COVENANT BY TJX. In the event that the Unsatisfied Threshold Event shall not have occurred and, accordingly, the Opt-In Threshold Condition shall have been satisfied, TJX agrees to pay the Adjusted Settlement Amount to MasterCard in same day funds on the Consummation Date (by federal wire transfer to a bank account specified by MasterCard on not less than two (2) Business Days advance written notice), provided that (i) the Alternative Recovery Acceptance Report shall have been delivered to TJX by MasterCard as provided in Section 4.2; (ii) copies of all of the Alternative Recovery Acceptances shall have been delivered to TJX by MasterCard as provided in Section 4.4; and (iii) the other conditions to consummation of the Settlement Agreement and to the occurrence of the Consummation Date set forth herein shall have been satisfied. TJX agrees that, upon and subject to the Consummation Date having occurred, TJX and the TJX Acquirers and its and their Affiliated Persons shall have no claim against any Accepting Issuer based upon an alleged breach of the representation and warranty contained in clause (iv) of the first sentence of the second paragraph of such Accepting Issuer’s Alternative Recovery Acceptance to the extent, and only to the extent, that the misrepresentation in question was made innocently and occurred as a result of MasterCard’s having populated Item 4.1 of the Worksheet for such Issuer Claim with a number of MasterCard Accounts that was not fully deduplicated; provided, however, that this sentence shall not prevent TJX or any of the TJX Acquirers or any of its or their Affiliated Persons from raising any such misrepresentation as a defense, offset, or counterclaim to any claim such Accepting Issuer may assert against any of them.

     6. FINE APPEALS/MASTERCARD RELEASE. Upon and subject to the Consummation Date having occurred, TJX shall cause the appropriate TJX Acquirers to withdraw with prejudice their pending appeals of the non-compliance assessments previously imposed on and collected from the TJX Acquirers in connection with the TJX Intrusion, which non-compliance assessments aggregate $1,210,250 in amount. Subject to the Consummation Date occurring as provided herein, MasterCard hereby agrees that no further non-compliance assessments will be imposed or collected and no changes in interchange fee rates will be

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imposed by MasterCard in connection with the TJX Intrusion, and MasterCard hereby releases and agrees not to assert any claim or assessment of any kind (including any claim or assessment seeking to recover any amount that MasterCard may award or allow on, or otherwise asserting any rights or obligations or demanding any payment in connection with or by reason of, any issuer compliance or operating expense reimbursement claim asserted under the MasterCard Operating Regulations by or on behalf of any MasterCard Issuer before or after the date of this Settlement Agreement) that otherwise might be asserted by MasterCard against TJX or any of the TJX Acquirers or any of its or their Affiliated Persons (a) with respect to the TJX Intrusion (whether or not such claim or assessment or the facts, events, or occurrences giving rise thereto were known, suspected, or anticipated by MasterCard as of the date of this Settlement Agreement and may have materially affected MasterCard’s decision to agree to this Settlement Agreement if known) or (b) by reason of any alleged non-compliance by TJX or the TJX Acquirers or any of its or their Affiliated Persons with any of the data security requirements of the MasterCard Operating Regulations on or before the date of this Settlement Agreement (an “Alleged Non-Compliance”) to the extent such Alleged Non-Compliance relates to the TJX Intrusion (whether or not such Alleged Non-Compliance was known, suspected or anticipated by MasterCard as of the date of this Settlement Agreement and may have materially affected MasterCard’s decision to agree to this Settlement Agreement if known) or was known to MasterCard as of the date of this Settlement Agreement, or had been disclosed in one of the Reports on Compliance (whether or not such Alleged Non-Compliance relates to the TJX Intrusion); provided, however, that the release and agreement not to assert certain claims or assessments contained in clause (b) shall not be interpreted to extend to any claim or assessment by MasterCard (i) where an Alleged Non-Compliance is alleged to have continued after the date of this Settlement Agreement and such claim or assessment is asserted or imposed with respect to that portion of the Alleged Non-Compliance that is alleged to have occurred or continued after the date of this Settlement Agreement, (ii) where an Alleged Non-Compliance is alleged to have resulted in an actual or possible account data compromise event and such alleged account data compromise event was not known to MasterCard as of the date of this Settlement Agreement and such claim or assessment is asserted or imposed with respect to such account data compromise event, (iii) where such claim or assessment is the return of a transaction by a MasterCard Issuer to a TJX Acquirer as a chargeback pursuant to Chapters 1 and 3 of the MasterCard Chargeback Guide manual, or (iv) where such claim or assessment is based upon an Alleged Non-Compliance by a TJX Acquirer that concerns a merchant other than TJX and its Affiliated Persons.

     7. RELEASE; CONSUMMATION DATE.

          7.1. Release. On the Consummation Date, upon and subject to the satisfaction of all of the other conditions set forth in Section 7.2 below, TJX hereby agrees that it shall deliver to MasterCard a duly executed version of the form of release attached to this Settlement Agreement as Exhibit 7.1 (the “Release”).

          7.2. Conditions to Consummation; Consummation Date. It is a condition to the consummation of the settlement contemplated by this Settlement Agreement that the Opt-In Threshold Condition shall have been satisfied and a termination notice pursuant to Section 8.2 shall not have been given by TJX or MasterCard. In the event that the Opt-In Threshold Condition shall have been satisfied and such a termination notice has not been given, this

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Settlement Agreement shall be consummated on the date that is five (5) Business Days after the Acceptance Delivery Date (the “Consummation Date”) by TJX paying MasterCard the Adjusted Settlement Amount as required by Section 5 and delivering the Release to MasterCard as required by Section 7.1, provided that all of the following additional conditions to consummation of the settlement contemplated by this Settlement Agreement shall have also been satisfied:

     (a) MasterCard shall have delivered to TJX (i) the Alternative Recovery Acceptance Report as required by Section 4.2 and (ii) copies of the Alternative Recovery Acceptances as required by Section 4.4; and

     (b) The representations and warranties of MasterCard shall be true and correct in all material respects on the Consummation Date with the same force and effect as if made as of the Consummation Date and MasterCard shall have performed and complied with all agreements, obligations and covenants contained in this Settlement Agreement that are required to be performed or complied with by it.

     8. OPT-IN THRESHOLD CONDITION; TERMINATION, ETC.

          8.1. Opt-In Threshold Condition. The obligations of TJX to pay MasterCard the Adjusted Settlement Amount and to deliver the Release to MasterCard as set forth in Section 7 are subject to the condition that at or before 5:00 p.m., Eastern time, on May 2, 2008 (the “Acceptance Deadline”) the Alternative Recovery Offers shall have been validly accepted by Eligible MasterCard Issuers that (together with their Claiming Sponsored Issuers) in the aggregate issued not less than ninety percent (90%) of the Claimed-On Accounts of all the Eligible MasterCard Issuers (such percentage acceptance by Eligible MasterCard Issuers is herein called the “Opt-In Threshold Condition”); provided, however, that in the event that as of the Acceptance Deadline Eligible MasterCard Issuers that (together with their Claiming Sponsored Issuers) in the aggregate issued at least 80% (but less than 90%) of the Claimed-On Accounts of all the Eligible MasterCard Issuers have validly accepted their Alternative Recovery Offers, MasterCard may, by written notice to TJX delivered not later than 5:00 p.m., Eastern Time, on the day after the Acceptance Deadline, extend the Acceptance Deadline by five (5) Business Days (as so extended, the “Extended Acceptance Deadline”).

          8.2. Termination. This Agreement shall automatically terminate in the event that the Opt-In Threshold Condition shall not have been satisfied, and this Agreement may also be terminated (the date on which the Agreement is terminated, the “Termination Date”) at any time prior to the Consummation Date

          8.2.1. by mutual written consent of TJX and MasterCard;

          8.2.2. by TJX, by written notice to MasterCard, if either (i) there has been or will be a material breach of, or inaccuracy in, any representation or warranty of MasterCard contained in this Settlement Agreement as of the date of this Settlement Agreement or as of any subsequent date (other than representations or warranties that expressly speak only as of a specific date or time, with respect to which TJX’s right to terminate will arise only in the event of a breach of, or inaccuracy in, such representation or warranty as of such specified date

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or time), or (ii) MasterCard has breached or violated any of its covenants and agreements contained in this Settlement Agreement; and

               8.2.3. by MasterCard, by written notice to TJX, if either (i) there has been or will be a material breach of, or inaccuracy in, any representation or warranty of TJX contained in this Settlement Agreement as of the date of this Settlement Agreement or as of any subsequent date (other than representations or warranties that expressly speak only as of a specific date or time, with respect to which MasterCard’s right to terminate will arise only in the event of a breach of, or inaccuracy in, such representation or warranty as of such specified date or time), or (ii) TJX has breached or violated any of its covenants and agreements contained in this Settlement Agreement.

Effective upon the occurrence of the Unsatisfied Threshold Event and effective upon the giving of any such notice (delivered as provided in Section 10.1), this Settlement Agreement shall terminate and be void and shall be of no further force or effect, except as provided in Section 8.3.

          8.3. Effect of Termination. If this Settlement Agreement is terminated as provided by or pursuant to the provisions of Section 8.2, such termination shall be effective as against both parties to this Settlement Agreement and shall be without liability of either party to the other party to this Settlement Agreement, except for liabilities arising in respect of breaches of representations and warranties and covenants under this Agreement by either party on or prior to the Termination Date. In the event of such termination it is agreed by the parties that, as provided in Section 10.14, none of MasterCard’s agreement to present the Alternative Recovery Offers to Eligible MasterCard Issuers, TJX’s agreement to pay the Adjusted Settlement Amount, or any other provision of this Settlement Agreement shall be cited in any way by MasterCard or TJX, or be deemed evidence of an admission on the part of either of the parties, in any subsequent dispute regarding the propriety of the standard compliance or issuer reimbursement processes under the MasterCard Operating Regulations or in any other subsequent dispute other than a dispute relative to the enforcement of this Settlement Agreement. The provisions of this Section 8.3 and Section 10 shall survive any termination pursuant to Section 8.2.

     9. REPRESENTATIONS AND WARRANTIES; MASTERCARD AND TJX INDEMNIFICATION.

          9.1. Representations and Warranties. Each of the parties to this Settlement Agreement hereby makes the following representations and warranties to the other party:

               9.1.1. Representations and Warranties of MasterCard. In addition to its representations and warranties made (i) in Section 2, and (ii) in connection with either the delivery of the certification regarding the Unsatisfied Threshold Event as provided in Section 4.1 or the delivery of the Alternative Recovery Acceptance Report and the Alternative Recovery Acceptances as provided in Section 4.3 and Section 4.4, MasterCard hereby represents and warrants that:

          (a) The execution, delivery and performance of this Settlement Agreement, including the Exhibits to which MasterCard is a party, and the consummation by MasterCard of the transactions contemplated hereby and

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thereby, are within its corporate powers and have been duly authorized by all necessary corporate action. This Settlement Agreement constitutes, and each of the Exhibits to which MasterCard is a party when executed and delivered by it will constitute, a valid and binding agreement of MasterCard, enforceable against MasterCard in accordance with its terms, except to the extent such enforceability may be limited to bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity.

               (b) The execution, delivery and performance by MasterCard of this Settlement Agreement and the Exhibits to which MasterCard is a party (a) do not and will not (i) violate the certificate of incorporation or by-laws of MasterCard, or (ii) require any consent that has not been given or other action that has not been taken by any Person under any instrument binding upon MasterCard, and (b) do not require any action by or filing with any domestic or foreign, federal, state or local governmental authority, department, court or agency.

               9.1.2. Representations and Warranties of TJX. TJX hereby represents and warrants that:

               (a) The execution, delivery and performance of this Settlement Agreement, including the Exhibits to which TJX is a party, and the consummation by TJX of the transactions contemplated hereby and thereby, are within its corporate powers and have been duly authorized by all necessary corporate action. This Settlement Agreement constitutes, and each of the Exhibits to which TJX is a party when executed and delivered by it will constitute, a valid and binding agreement of TJX, enforceable against TJX in accordance with its terms, except to the extent such enforceability may be limited to bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity.

               (b) The execution, delivery and performance by TJX of this Settlement Agreement and the Exhibits to which TJX is a party (a) do not and will not (i) violate the certificate of incorporation or by-laws of TJX, or (ii) require any consent that has not been given or other action that has not been taken by any Person under any instrument binding upon TJX, and (b) do not require any action by or filing with any domestic or foreign, federal, state or local governmental authority, department, court or agency.

               (c) The 2007 Level 1 — PCI Data Security Standards Report on Compliance dated October 16, 2007 prepared for TJX by VeriSign Inc. found all applicable requirements of the Payment Card Industry Data Security Standards to be “in place.”

          9.2. MasterCard Indemnification. MasterCard agrees to indemnify TJX and the TJX Acquirers and its and their respective Affiliated Persons against and shall hold each of them harmless from any and all damage, loss, liability, fines, penalties and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection

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with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto) incurred or suffered by TJX or any of the TJX Acquirers or any of its or their respective Affiliated Persons arising out of any misrepresentation or breach of warranty or breach of covenant or agreement made or to be performed by MasterCard pursuant to this Settlement Agreement.

          9.3. TJX Indemnification. TJX agrees to indemnify MasterCard and its Affiliated Persons against and shall hold each of them harmless from any and all damage, loss, liability, fines, penalties and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto) incurred or suffered by MasterCard or any of its Affiliated Persons arising out of any misrepresentation or breach of warranty or breach of covenant or agreement made or to be performed by TJX pursuant to this Settlement Agreement.

     10. MISCELLANEOUS.

          10.1. Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Settlement Agreement must be in writing and must be delivered, given or otherwise provided:

     (a) by hand (in which case, it will be effective upon delivery);

     (b) by facsimile (in which case, it will be effective upon receipt of confirmation of good transmission);

     (c) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the Business Day after being deposited with such courier service); or

     (d) by electronic mail (in which case it will be effective on transmission to each representative of a party for whom an email address is listed below, unless the party making delivery is notified that it was not received by such a representative of the other party);

in each case, to the address (or facsimile number or e-mail address) listed below:

     If to MasterCard, to it at:

MasterCard International Incorporated
2000 Purchase Street
Purchase, NY 10577
Facsimile Number: (914) 249-3040
joshua_peirez@mastercard.com
Attention: Joshua Peirez

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     with a copy to:

Mastercard International Incorporated
2000 Purchase Street
Purchase, NY 10577
Facsimile Number: (914) 249-4262
Attention: Noah Hanft, Esq., General Counsel

Golenbock Eiseman Assor Bell & Peskoe LLP
437 Madison Avenue, 35th Floor
New York, NY 10022
Facsimile number: (212) 754-0777
mhyman@golenbock.com
Attention: Martin S. Hyman, Esq.

     If to TJX, to it at:

770 Cochituate Road
Framingham, Massachusetts 01701
Facsimile number: (508) 390-5022
Ann_McCauley@tjx.com
Attention: Ann McCauley, Esq., Senior Vice President and General Counsel

     with a copy to:

Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Facsimile number: (617) 951-7050
Douglas.Meal@ropesgray.com
Attention: Douglas H. Meal, Esq.

Each of the parties to this Settlement Agreement may specify a different address or facsimile number or email address by giving notice in accordance with this Section 10.1 to each of the other parties. Any party delivering, giving, or otherwise providing any notice pursuant to clause (b) or (d) above shall follow up such notice by delivering a hard copy of such notice to the other party pursuant to clause (a) or (c) above; provided, however, that the failure of such party to deliver such a follow-up hard copy to the other party shall not affect the effectiveness of the notice in question.

          10.2. Succession and Assignment; No Third-Party Beneficiary. This Settlement Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party for all purposes of this Settlement Agreement. No party may assign, delegate or otherwise transfer either this Settlement Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. This Settlement

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Agreement is for the sole benefit of the parties and nothing in this Settlement Agreement (whether expressed or implied) will give or be construed to give any Person (including without limitation Eligible MasterCard Issuers), other than the parties, any legal or equitable rights in connection with this Settlement Agreement except that (i) the TJX Acquirers and their Affiliated Persons and the Affiliated Persons of TJX are intended beneficiaries of the provisions of Section 6 and Section 9.2 to the extent of enforcing the release and covenant provided to them in Section 6, (ii) the TJX Acquirers and their Affiliated Persons and the Affiliated Persons of TJX are the intended beneficiaries of the Alternative Recovery Acceptances to the extent of enforcing the release and covenant not to sue and indemnity provided to them therein, (iii) the Affiliated Persons of MasterCard are intended beneficiaries of the Alternative Recovery Acceptances to the extent of enforcing the release and covenant not to sue and indemnity provided to them therein and the provisions of Section 9.3 to the extent of enforcing the release provided to them in the Release, and (iv) the Released Parties (as that term is defined in the Release) are intended beneficiaries of the Release to the extent of enforcing the release provided to them therein.

          10.3. Amendments and Waivers. No amendment or waiver of any provision of this Settlement Agreement will be valid and binding unless it is in writing and signed, in the case of an amendment, by MasterCard and TJX, or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation of or, default under or inaccuracy in any representation, warranty or covenant hereunder, whether intentional or not, will extend to any prior or subsequent breach or violation of, default under, or inaccuracy in, any such representation, warranty or covenant or affect in any way any rights arising by virtue of any such prior or subsequent occurrence. No delay or omission on the part of any party in exercising any right, power or remedy under this Settlement Agreement will operate as a waiver thereof.

          10.4. Entire Agreement. This Settlement Agreement, together with any documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the parties with respect to the subject matter of this Settlement Agreement and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect such subject matter (other than the parties’ existing confidentiality obligations to one another with respect to such subject matter).

          10.5. Counterparts; Effectiveness. This Settlement Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. A facsimile signature shall be deemed an original for purposes of this Settlement Agreement. This Settlement Agreement will become effective when duly executed by each party hereto.

          10.6. Non-Severability. The parties to this Settlement Agreement have negotiated the provisions of this Settlement Agreement as an integral whole and would not have entered into this Settlement Agreement if the provisions hereof had not been written as they appear herein. Accordingly, if at any time, whether before or after the Consummation Date, any term or provision of this Settlement Agreement or any document delivered pursuant to this Settlement Agreement should be held invalid or unenforceable by any court of competent jurisdiction, the parties intend that this Settlement Agreement may be terminated by written notice to the other party referencing this Section 10.6 and delivered in accordance with Section

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10.1, which notice shall have the same effect as if a termination notice pursuant to Section 8.2 had been delivered, as provided in Section 8.3, and that each party shall thereafter take such action as may be necessary to restore the other party to its position immediately prior to its execution of this Settlement Agreement.

          10.7. Headings. The headings contained in this Settlement Agreement are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

          10.8. Construction. The parties have participated jointly in the negotiation and drafting of this Settlement Agreement. In the event an ambiguity or question of intent or interpretation arises, this Settlement Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Settlement Agreement. The parties intend that each representation, warranty and covenant contained herein will have independent significance. If any party has breached or violated, or if there is an inaccuracy in, any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached or violated, or in respect of which there is not an inaccuracy, will not detract from or mitigate the fact that the party has breached or violated, or there is an inaccuracy in, the first representation, warranty or covenant.

          10.9. Survival of Covenants, Reliance, etc. All covenants, agreements, representations and warranties made in this Settlement Agreement shall survive the execution and delivery of this Agreement, the delivery of the other instruments referenced herein as Exhibits, and if it should occur, the Consummation Date, provided that representations and warranties shall not be required to be true and correct on and as of any date after the Consummation Date. No investigation made by any party and no knowledge of any breach of the other party obtained by any party or on its behalf shall impair the materiality or enforceability of any covenant, agreement, representation or warranty contained in this Settlement Agreement or the right of such party to rely upon each such covenant, agreement, representation and warranty notwithstanding such party’s investigation or knowledge.

          10.10. Governing Law. This Settlement Agreement, and the rights of the parties and all actions arising in whole or in part under it, will be governed by and construed in accordance with the domestic substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

          10.11. Jurisdiction; Venue and Limitation on Actions; Service of Process.

                    10.11.1. Jurisdiction. Each party to this Settlement Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state courts located in the Borough of Manhattan of the State of New York and the United States District Court located in the Southern District of New York for the purpose of any action between the parties arising in whole or in part under or in connection with this Settlement Agreement, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally

-17-

to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Settlement Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

                    10.11.2. Venue and Limitation on Actions. Each party agrees that for any action between the parties arising in whole or in part under or in connection with this Settlement Agreement, such party may bring actions only in the state courts located in the Borough of Manhattan or in the United States District Court for the Southern District of New York. Each party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. Notwithstanding anything to the contrary in any otherwise applicable law or statute, no action arising in whole or in part under or in connection with this Settlement Agreement may be brought unless such action is commenced within two years after the accrual of the claim that is the basis for such action.

                    10.11.3. Service of Process. Each party hereby (a) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Settlement Agreement in any manner permitted by New York law, (b) agrees that service of process made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.1, will constitute good and valid service of process in any such action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

          10.12. Specific Performance. The parties will have such entitlement as may be provided under applicable law to seek and obtain an injunction or injunctions to prevent breaches or violations of the provisions of this Settlement Agreement and to enforce specifically this Settlement Agreement and the terms and provisions hereof in any action instituted in accordance with Section 10.11, in addition to any other remedy to which the parties may be entitled, at law or in equity.

          10.13. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS SETTLEMENT AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT

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AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS SETTLEMENT AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

          10.14. No Admission of Liability. Neither this Settlement Agreement nor the Alternative Recovery Offers, nor any act performed or document executed pursuant to or in furtherance of this Settlement Agreement or the Alternative Recovery Offers: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the validity or lack thereof of any claim or right of recovery or cause of action against or by, or of any wrongdoing or liability of either of the parties to this Settlement Agreement, the TJX Acquirers or the Affiliated Persons of each of them; or (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of either of the parties to this Settlement Agreement, the TJX Acquirers or the Affiliated Persons of each of them, in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. Either of the parties to this Settlement Agreement may file this Settlement Agreement, the Release, and/or the Alternative Recovery Acceptances in any action that may be brought against it in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

          10.15. SEC Filings; Public Announcements. The parties agree that, in the event this Settlement Agreement is filed by either of them with the Securities and Exchange Commission, such filing will not include Exhibit 2. The parties further agree that their public announcement of this Settlement Agreement will be made by means of a press release by TJX (in the form attached hereto as Exhibit 10.15A), and by public disclosure by MasterCard (in the form attached hereto as Exhibit 10.15B).

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, each of the undersigned has executed this Settlement Agreement as an agreement under seal as of the date first above written.

MASTERCARD INTERNATIONAL INCORPORATED
By:	/s/ Eileen S. Simon
	Name:	Eileen S. Simon
	Title:	Group Executive, Associate General Counsel
THE TJX COMPANIES, INC.
By:	/s/ Donald G. Campbell
	Name:	Donald G. Campbell
	Title:	Vice Chairman

Exhibit 1.1

[Issuer’s Letterhead]
Issuer Claim for Reimbursement Worksheet

	Issuers must ensure that the claim worksheet includes all of the following items and is completed accurately. MasterCard may audit the claim worksheet for accuracy. Inaccurate or incomplete information may lead to a claim being reduced or rejected by MasterCard.
1.	MasterCard Alerts case number a
2	Issuing member ID/ICA number: b
3.	E-mail address of the issuer’s Security Contact: c
4.1	Number of accounts reported to the issuer via MasterCard Alerts:d
4.2	Number of accounts closed before the date of the MasterCard Alerts notification:
4.3	Number of accounts sold or transferred to another issuer’s member ID/ICA number before the MasterCard Alerts notification, or within 60 calendar days after such notification:
4.4	Number of accounts reissued that had prior fraudulent activity or that the issuer reissued as a result of a compromise event for which the issuer bore responsibility, except for those cards reissued with a new expiration date before the MasterCard Alerts notification date:
4.5	Number of accounts that the issuer scheduled for the reissuance under the normal course of business:
4.6	Add lines 4.2, 4.3, 4.4, and 4.5:	SUBTOTAL:	—
4.7	Line 4.1 less line 4.6:	TOTAL:	—
5.1.	Of the Total accounts resulting from the calculation set forth in item 4.7 above, the number of accounts closed and reissued with a new account number:
5.2	Number of accounts reissued with the same account number and the same expiration date:
5.3	Number of accounts reissued with a new account number for reasons unrelated to the event reported by MasterCard Alerts:
5.4	Number of accounts reissued more than 60 calendar days after the MasterCard Alerts notification date (unless the issuer submitted to MasterCard within the 60-day period a written statement of the issuer’s intent to reissue a large volume of cards after the 60-day period): e
	Provide proof (insert a copy of e-mail or certified Letter in the text box below) that the issuer has submitted a written statement to MasterCard within the 60-day period after the MasterCard Allerts notification stating the issuer’s intent to reissue a large volume of cards for the compromised accounts.
	Position TEXT BOX here
5.5	Add lines 5.2, 5.3, and 5.4:	SUBTOTAL:	—
5.6	Line 5.1 lessline 5.5:	TOTAL:	—
6.1	Of the Total accounts resulting from the calculation set forth in item 4.7 above, determine the number of accounts for which the issuer implemented special monitoring procedures in response to the MasterCard Alerts notification:
6.2	Number of accounts that were not subject to special monitoring procedures initialed specifically as a result of the above MasterCard Alerts notification:
6.3	Number of accounts not monitored during all of the 60 calendar days following the MasterCard Alerts notification date:
6.4	Add lines 6.2 and 6.3:	SUBTOTAL:	—
6.5	Line 6.3 less 6.4:	TOTAL:	—
7.	Provide a description of the special monitoring, the card reissuance process initiated in response to the MasterCard Alerts notification, or both. Include analysts, system initiatives, and reporting. Indicate the criteria used to reissue the accounts specified in item 5.6 above. Describe specifically how the process differs from the “normal” monitoring and reissuance process.
8.	Provide a quantification of the incremental monitoring procedure or card reissuance cost to the issuer regarding the case. These costs must be incremental to “normal” monitoring and card reissuance cost and apply only to the monitored and reissued accounts as reported in the Total of lines 5.6 and 6.5. Identify the specific, direct cost components attributed to the process described above and include; manual processing, cardholder communications, automated systems costs, card resissuance costs, and other relevant costs.

Issuer Claim for Reimbursement Worksheet

4/1/2008/1:03 PM

9.	Summarize the costs indicated in item 8 above on a per-account basis for both monitoring and reissuance. f
	Monitored Accounts:
	9.1 Number of accounts monitored (line 6.5):			—
	9.2 Unit cost per monitored account (USD):
	9.3 Total monitoring costs {Multiply line 9.1 by 9.2):	SUBTOTAL:	$	—
	Reissued Accounts:
	9.4 Number of accounts reissued (line 5.6):			—
	9.5 Unit cost per reissued account (USD):
	9.6 Total reissuing costs (Multiply line 9.4 by 9.5):	SUBTOTAL:	$	—
	Total:
	9.7 Total monitor and reissuance costs associated with the MasterCard Alerts case number (Add lines 9.3 and 9.6):	TOTAL:	$	—

Notes:
a	Use the main MasterCard Alerts Case Number in this field Members need only submit one Issuer Claim for Reimbursement Worksheet for a group of related MasterCard Alerts case numbers for all affected accounts related to this specific case.
b	Use the member’s parent member ID/ICA number under which MasterCard reported the account numbers to the issuer via MasterCard Alerts. Do not list a child member or affiliate ID/ICA number, BIN, or processor ID. Parent members must aggregate all child, affiliate, or processor claims and submit a single claim under the parent member ID/ICA number.
c	Provide the e-mail address of the issuer’s Security Contact This is the member contact responsible for the claim.
d	The number of MasterCard accounts affected as a result of the specific compromise event. This count may include only those accounts reported to the issuer via MasterCard Alerts. Issuers must ensure that the number of accounts submitted for reimbursement does not exceed the number of accounts MasterCard reported to the issuer via MasterCard Alerts.
e	An issuer may include in its claim the applicable recovery cose for cards reissued 60 calendar days or more after the MasterCard Alerts notification date only if the issuer submits a written statement to MasterCard within the 60-day period after the MasterCard Alerts notification stating the issuer’s intent to reissue a large volume of cards for the compromised accounts and providing the reason why cards cannot be issued within the 60-day period MasterCard will use its sole discretion to determine whether to permit any reissuance cost reimbursement amount for cards issued after the 60-day time frame.
f	An issuer’s claim for reimbursement can reflect only the costs related to reissuance of a card or monitoring of a potentially compromised account that remains open. For example, if an account was monitored, and then subsequently a card was reissued, the member only may seek reimbursement of the reissuance cost and not submit a claim seeking reimbursement for both monitoring and reissuance costs.

Issuer Claim for Reimbursement Worksheet

4/1/2008/1:03 PM

Exhibit 2

CONFIDENTIAL

TJX
Accounting Statement

	# of Unique Accounts
	Published via MC Alerts
Total Unique MC Accounts Published to Issuers That Submitted Claims (“Eligible Issuers’ Alerted-On Accounts”)		22,453,626
Total Unique MC Accounts Published to Issuers That Did Not Submit Claims		3,597,168
Total Unique MC Accounts Published to All Issuers (“Alerted-On Accounts”)		26,050,794
Total Unique MC Accounts Published to Issuers That Submitted Claims/Total Unique MC Accounts Published to All Issuers		86.19	%
22,453,626 (Total Unique MC Accounts Published to Issuers That Submitted Claims)      = 86.19% 26,050,794 (Total Unique MC Accounts Published to All Issuers)
Total Unique MC Accts Published to Issuers That Did Not Submit Claims/Total Unique MC Accts Published to All Issuers		13.81	%
3.597.168 (Total Unique MC Accounts Published to Issuers That Did Not Submit Claims)      = 13.81% 26,050,794 (Total Unique MC Accounts Published to All Issuers)

Page 1 of 1

CONFIDENTIAL

TJX
Issuer Claims
(With Adjustments for Mistaken Issuer Claims)

	# Accounts					Total	# Unique
	Specially		# Accounts		Accounts		Accounts Pub.
Member Name	Monitored		Reissued		Claimed		via MC Alerts
Bank 1		1,226,143		2,057,527		3,283,670		5,852,479
Bank 2		1,826,730		3,298		1,830,028		2,015,730
Bank 3		1,539,474		113,354		1,652,828		2,321,876
Bank 4		1,333,070		4,054		1,337,124		1,919,667
Bank 5		1,148,016		3,954		1,151,970		1,388,270
Bank 6		1,008,374		66,189		1,074,563		2,331,598
Bank 7		695,938		17,682		713,620		804,379
Bank 8		540,408		34,543		574,951		575,003
Bank 9		0		446,251		446,251		797,089
Bank 10		122,416		874		123,290		239,717
Bank 11		0		87,611		87,611		97,373
Bank 12		77,861		114		77,975		134,435
Bank 13		5,754		68,503		74,257		88,323
Bank 14		38,352		34,800		73,152		158,250
Bank 15		0		71,781		71,781		76,167
Bank 16		0		70,870		70,870		128,011
Bank 17		70,862		0		70,862		83,300
Bank 18		10,297		59,285		69,582		238,822
Bank 19		34,353		11,017		45,370		45,373
Bank 20		2,752		35,399		38,151		213,827
Bank 21		0		31,999		31,999		32,008
Bank 22		15,579		15,579		31,158		46,139
Bank 23		0		30,339		30,339		153,409
Bank 24		0		30,242		30,242		67,912
Bank 25		26,680		106		26,786		49,359
Bank 26		0		26,752		26,752		1,327,992
Bank 27		19,716		0		19,716		24,576
Bank 28		0		18,978		18,978		33,440
Bank 29		0		17,965		17,965		28,880
Bank 30		0		16,173		16,173		16,173
Bank 31		95		14,356		14,451		84,329
Bank 32		0		13,903		13,903		27,306
Bank 33		12,783		497		13,280		27,696
Bank 34		11,890		0		11,890		11,904
Bank 35		0		11,296		11,296		91,607
Bank 36		0		10,623		10,623		11,804
Bank 37		0		10,299		10,299		28,756
Bank 38		979		9,097		10,076		53,194
Bank 39		0		9,452		9,452		14,437
Bank 40		8,762		0		8,762		229,863
Bank 41		0		8,582		8,582		12,790
Bank 42		5,628		2,322		7,950		54,666
Bank 43		7,853		0		7,853		10,517
Bank 44		2,053		5,008		7,061		8,752
Bank 45		4,263		1,756		6,019		8,443
Bank 46		0		5,685		5,685		46,843

Page 1 of 3

CONFIDENTIAL

TJX
Issuer Claims
(With Adjustments for Mistaken Issuer Claims)

	# Accounts				Total		# Unique
	Specially		# Accounts		Accounts		Accounts Pub.
Member Name	Monitored		Reissued		Claimed		via MC Alerts
Bank 47		0		4,864		4,864		7,502
Bank 48		3,164		1,565		4,729		10,682
Bank 49		0		4,402		4,402		6,130
Bank 50		2,078		2,078		4,156		18,426
Bank 51		2,283		1,753		4,036		8,915
Bank 52		3,704		39		3,743		12,101
Bank 53		838		2,773		3,611		13,714
Bank 54		101		3,230		3,331		28,685
Bank 55		0		3,261		3,261		4,696
Bank 56		0		3,234		3,234		6,374
Bank 57		0		3,196		3,196		6,113
Bank 58		128		2,963		3,091		3,713
Bank 59		96		2,882		2,978		3,169
Bank 60		2,884		35		2,919		3,608
Bank 61		2,036		876		2,912		3,062
Bank 62		63		2,273		2,336		2,490
Bank 63		0		2,215		2,215		2,215
Bank 64		0		2,176		2,176		2,584
Bank 65		0		2,083		2,083		14,113
Bank 66		874		775		1,649		2,171
Bank 67		0		1,610		1,610		1,610
Bank 68		0		1,409		1,409		5,270
Bank 69		0		1,341		1,341		2,505
Bank 70		703		524		1,227		1,711
Bank 71		0		1,184		1,184		1,937
Bank 72		0		958		958		2,204
Bank 73		0		927		927		1,311
Bank 74		0		812		812		1,597
Bank 75		236		349		585		1,187
Bank 76		0		548		548		933
Bank 77		23		453		476		16,239
Bank 78		395		41		436		514
Bank 79		100		327		427		432
Bank 80		0		319		319		427
Bank 81		0		285		285		415
Bank 82		0		253		253		308
Bank 83		0		240		240		465
Bank 84		211		23		234		115,022
Bank 85		0		226		226		1,005
Bank 86		0		221		221		694
Bank 87		128		9		137		190
Bank 88		31		102		133		6,008
Bank 89		0		116		116		197
Bank 90		0		96		96		107
Bank 91		0		89		89		227
Bank 92		0		87		87		87

Page 2 of 3

CONFIDENTIAL

TJX
Issuer Claims
(With Adjustments for Mistaken Issuer Claims)

	# Accounts				Total		# Unique
	Specially		# Accounts		Accounts		Accounts Pub.
Member Name	Monitored		Reissued		Claimed		via MC Alerts
Bank 93		72		3		75		97
Bank 94		29		27		56		4,865
Bank 95		43		0		43		86,707
Bank 96		7		34		41		41
Bank 97		0		39		39		88
Bank 98		0		27		27		31
Bank 99		26		0		26		65
Bank 100		7		13		20		33
Bank 101		0		17		17		17
Bank 102		14		2		16		711
Bank 103		0		9		9		12
Bank 104		0		9		9		32
Bank 105		0		7		7		7
Bank 106		0		3		3		25,368
Bank 107		0		3		3		3
Total		9,817,355		3,537,530		13,354,885
Total Unique MC Accounts Published to Issuers That Submitted Claims								22,453,626

Page 3 of 3

Schedule I

[MasterCard to list names of Issuer’s Sponsored Issuers and to identify which Sponsored
Issuers are Affiliated Issuers; Issuer to identify which of its Sponsored Issuers, if any, are
not one of its “Claiming Sponsored Issuers”]

Issuer:

Sponsored Issuers of the Issuer (Affiliated Issuers Indicated by an Asterisk):

Above-Listed Sponsored Issuers that Are Not Claiming Sponsored Issuers of the Issuer:

-1-

Exhibit 3.1

Acceptance of Alternative Recovery Offer

     [Name of accepting MasterCard issuer] (the “Issuer”), on its own behalf and on behalf of each of its Claiming Sponsored Issuers (as defined below), hereby accepts the Alternative Recovery Offer contained in the communication from MasterCard International Incorporated (“MasterCard”) dated [___], 2008, which communication in turn references the Settlement Agreement dated April 2, 2008 (the “Settlement Agreement”) between MasterCard and The TJX Companies, Inc. (“TJX”), a copy of which (other than Exhibit 2) was previously provided to the Issuer by MasterCard. Capitalized terms not otherwise defined herein shall have the same meanings as in the Settlement Agreement.

     The Issuer represents and warrants that (i) this acceptance has been duly authorized, executed and delivered by the Issuer, (ii) Schedule I hereto contains a complete and accurate list of the Issuer’s Sponsored Issuers and accurately identifies which of the Sponsored Issuers are Affiliated Issuers, and the Issuer has accurately identified on Schedule I hereto any of its Sponsored Issuers that is not one of the Issuer’s “Claiming Sponsored Issuers” (the term Claiming Sponsored Issuers being defined herein as those of the Issuer’s Sponsored Issuers that either issued one or more of the Issuer’s Claimed-On Accounts or are Affiliated Issuers of the Issuer), (iii) the Issuer is authorized to execute and deliver this acceptance on behalf of its Claiming Sponsored Issuers, (iv) the Issuer’s Claimed-On Accounts constitute [MasterCard to fill in the number of Issuer’s Claimed-On Accounts as shown on the Accounting Statement] unique MasterCard Accounts and include [MasterCard to fill in the number of Issuer’s Reissued Accounts as shown on the Accounting Statement] unique MasterCard Accounts with respect to which the Issuer (or a Claiming Sponsored Issuer) reissued the accountholder’s MasterCard card as a result of the TJX Intrusion (the “Reissued Cards”) and [MasterCard to fill in the number of Issuer’s Specially Monitored Accounts as shown on the Accounting Statement] unique MasterCard Accounts with respect to which the Issuer (or a Claiming Sponsored Issuer) implemented special monitoring procedures as a result of the TJX Intrusion (the “Monitored Accounts”); (v) each operating expense reimbursement claim that the Issuer and its Affiliated Issuers made with MasterCard with respect to the Issuer’s Claimed-On Accounts quantifies with reasonable accuracy the incremental unit costs that the Issuer (or a Claiming Sponsored Issuer) incurred to reissue the Reissued Cards and to monitor the Monitored Accounts; and (vi) none of the Issuer’s Claimed-On Accounts was issued by any of the Issuer’s Sponsored Issuers that the Issuer identified on Schedule I hereto as not being one of the Issuer’s Claiming Sponsored Issuers.

     This acceptance shall become effective when, and only if, the Consummation Date has occurred. Subject to this acceptance having become effective, the Issuer, on its own behalf and on behalf of each of its Claiming Sponsored Issuers and on behalf of its and their Affiliated Persons, irrevocably waives any right to assert against MasterCard, TJX, the TJX Acquirers, and the Affiliated Persons of each of them (collectively, the “Releasees”), and fully and finally releases the Releasees from, the following (collectively, the “Released Issuer Claims”) (whether or not any Released Issuer Claims, any injury or harm, including injury or harm that arises or occurs after the date of this acceptance, and/or any facts, events, or occurrences giving rise thereto are known, suspected, or anticipated as of the date of this acceptance, including those which if known may have materially affected the Issuer’s decision to execute this acceptance):

-1-

     (a) any claim or right of recovery the Issuer or any Claiming Sponsored Issuer or any of its or their Affiliated Persons might otherwise have had in respect of any of its or their Alerted-On Accounts under the MasterCard Operating Regulations (whether under the compliance rules contained in said Regulations, the operating expense reimbursement rules contained in said Regulations, or otherwise) by reason of any matter, occurrence, or event pertaining to the TJX Intrusion,

     (b) any dispute or objection the Issuer or any Claiming Sponsored Issuer or any of its or their Affiliated Persons might otherwise be entitled to raise or make with respect to the amount or the calculation of the amount by MasterCard of its Alternative Recovery Amount as shown in the Alternative Recovery Offer, and

     (c) any claim or right the Issuer or any Claiming Sponsored Issuer or any of its or their Affiliated Persons might be entitled to assert, and any monetary recovery or other relief that the Issuer or any Claiming Sponsored Issuer or any of its or their Affiliated Persons might be entitled to seek or receive in any litigation or other proceeding (including without limitation the pending putative class action proceedings consolidated under the caption entitled In re TJX Companies Retail Security Breach Litigation, No. 07-2828, currently pending before the United States Court of Appeals for the First Circuit and the pending putative class action proceedings captioned AmeriFirst Bank et al v. TJX Companies, Inc. et al, No. 08-0229, currently pending before the Massachusetts Superior Court for Middlesex County), under any applicable laws, rules or regulations, in connection with any injury or harm the Issuer or any Claiming Sponsored Issuer or any of its or their Affiliated Persons may have incurred in its or their capacity as a MasterCard Issuer by reason any of its or their Alerted-On Accounts, or by reason of any matter, occurrence, or event pertaining to the TJX Intrusion.

     Subject to this acceptance having become effective, the Issuer covenants and agrees that neither it nor any of its Claiming Sponsored Issuers nor any of its or their respective Affiliated Persons will assert any of the Released Issuer Claims against, or otherwise seek to obtain any monetary recovery or other relief by reason of any of the Released Issuer Claims from, MasterCard or TJX or any of the TJX Acquirers or any of the Affiliated Persons of each of them.

     Subject to this acceptance having become effective, the Issuer agrees to indemnify MasterCard, TJX, the TJX Acquirers, and each of their respective Affiliated Persons against and shall hold each of them harmless from any and all damage, loss, liability, fines, penalties and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto), incurred or suffered by MasterCard, TJX, the TJX Acquirers, or any of each of their respective Affiliated Persons arising out of any misrepresentation or breach of warranty made by the Issuer in this acceptance or any breach of any covenant or agreement made or to be performed by the Issuer or any of its Claiming Sponsored Issuers or any of its or their respective Affiliated Persons pursuant to this acceptance.

     This acceptance, the rights of any person or entity hereunder, and any action arising hereunder, will be governed by and construed in accordance with the substantive laws of the State of New York, without giving effect to any choice or conflict of law provision that would cause the application of the laws of any other jurisdiction.

Dated: [                    ], 2008

-2-

[Name of Accepting MasterCard Issuer]
 

By:  

-3-

EXHIBIT 7.1

TJX’s Release of MasterCard Relating to TJX Intrusion

     The TJX Companies, Inc. (“TJX”) hereby grants the full, complete and final release, discharge, and covenant not to sue set forth in detail below, on its own behalf and, to the extent any of the following persons or entities purports to assert any Claim(s) (as defined below) of TJX, on behalf of each of its past, present and future representatives, attorneys, associates, parents, subsidiaries, affiliates, agents, assigns, insurers, administrators, trustees, officers, directors, employees, retained contractors, predecessors, successors, and any other person or entity claiming on behalf of either of them. Capitalized terms not otherwise defined herein have the meanings set forth in the Settlement Agreement dated April 2, 2008 between TJX and MasterCard International Incorporated (the “Settlement Agreement”).

     For purposes of this release, the “Released Parties” are MasterCard International Incorporated (“MasterCard”), and (in their capacities as MasterCard Issuers) Eligible MasterCard Issuers that validly accept their Alternative Recovery Offers and their Claiming Sponsored Issuers (such Eligible MasterCard Issuers and their Claiming Sponsored Issuers, collectively, in their capacities as MasterCard Issuers, the “Released MasterCard Issuers”), and (in their capacities as such) MasterCard’s and any Released MasterCard Issuer’s past, present, and future representatives, attorneys, agents, accountants, assigns, insurers, administrators, officers, directors, trustees, employees, retained contractors, parents, affiliates, subsidiaries, predecessors, successors, and any other person or entity acting on behalf of any of them; provided, however, that the Released Parties do not include (i) MasterCard Issuers that are not eligible to receive or that do not validly accept their Alternative Recovery Offers, or (ii) any Sponsored Issuer that is not a Claiming Sponsored Issuer of an Accepting Issuer.

     For purposes of this release, the term “Claims” shall mean any and all claims, causes of action, suits at law or in equity, assertions of wrongdoing or fault, liabilities, awards, judgments, demands, debts, defenses, losses and expenses, damages, obligations, attorney fees, costs and/or sanctions, of whatever kind or nature, whether now known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, including even those Claims that, if known as of the date of this release, may have materially affected TJX’s decision to agree to the Settlement Agreement.

     By this release, TJX releases the Released Parties from any and all Claims that TJX ever had, now has, or may have in the future against MasterCard, or any of the other Released Parties in their capacities as such, by reason of any act, omission or occurrence before the date of the Settlement Agreement on the part of MasterCard or any Released MasterCard Issuer related to the TJX Intrusion, whether those Claims are (a) affirmatively made against MasterCard or any Released MasterCard Issuer, (b) made as a defense to any acts or omissions by MasterCard or any Released MasterCard Issuer relating to the MasterCard Operating Regulations, or (c) assertions of MasterCard’s or a Released MasterCard Issuer’s fault as a defense to allegations by a third party, including but not limited to MasterCard Issuers that are not Released Parties (all the Claims described in this sentence as having been released being defined herein as the “Released Claims”).

     Notwithstanding anything to the contrary in the preceding paragraphs, the Released Claims do not include (i) any objection, dispute, or Claim TJX might otherwise be entitled to assert with respect to (A) any Claim with respect to the TJX Intrusion that may be submitted to MasterCard by a MasterCard Issuer after the date of the Settlement Agreement under the MasterCard Operating Regulations or (B) any ruling made by MasterCard with respect to any such Claim described in clause (i)(A) of this sentence; (ii) any right TJX otherwise would have to assert or seek to establish, as a defense to any Claim asserted against it by a MasterCard Issuer in litigation or otherwise, the facts or results of any actions or inactions involving MasterCard or a Released MasterCard Issuer, provided that TJX does not seek to establish that any such actions or inactions, or the results thereof, constituted legal wrongdoing on MasterCard’s or a Released MasterCard Issuer’s part or created legal liability on MasterCard’s or a Released MasterCard Issuer’s part; or (iii) any of the rights and obligations created by or under the Settlement Agreement or any document delivered pursuant thereto.

     This release, the rights of any person or entity hereunder, and any action arising hereunder, will be governed by and construed in accordance with the substantive laws of the State of New York, without giving effect to any choice or conflict of law provision that would cause the application of the laws of any other jurisdiction.

Dated: [                 ], 2008

By:	Officer’s Signature
	Officer’s Name and Title
On behalf of The TJX Companies, Inc.

Exhibit 10.15A

	NEWS RELEASE
CONTACT: Sherry Lang Senior Vice President Investor and Public Relations (508) 390-2323
	FOR IMMEDIATE RELEASE Wednesday, April 2, 2008

THE TJX COMPANIES, INC. ANNOUNCES SETTLEMENT AGREEMENT WITH MASTERCARD; ESTIMATED COSTS ALREADY REFLECTED IN PREVIOUSLY ANNOUNCED RESERVE

     Framingham, MA — The TJX Companies, Inc. (NYSE: TJX) today announced that it has entered into a Settlement Agreement with MasterCard International Incorporated. Under the agreement, alternative recovery offers will be made by MasterCard to eligible MasterCard issuers worldwide that issued payment cards claimed by them to have been affected by TJX’s previously announced unauthorized computer intrusion(s), and MasterCard will recommend that eligible MasterCard issuers accept such offers.

     TJX has agreed to fund up to a maximum of $24 million pre-tax in alternative recovery payments depending on the extent of acceptance. The settlement is conditioned on issuers of at least 90% of the claimed-on MasterCard accounts accepting their alternative recovery offers by May 2, 2008. The estimated costs of this settlement are already reflected in the reserve related to the computer intrusion(s) that TJX established during fiscal 2008.

     Carol Meyrowitz, President and Chief Executive Officer of The TJX Companies, Inc., stated, “We believe this Settlement Agreement provides a fair resolution for MasterCard and its issuing banks and look forward to a high level of issuer acceptance. Providing a secure shopping environment for our customers remains a priority for TJX. Beyond the many millions of dollars we have spent to add significant security to our computer system, we are installing security measures which exceed those of many other retailers and current industry requirements.”

     Accepting issuers will release and indemnify TJX and its acquiring banks with respect to claims of such issuers, their affiliated issuers, and their sponsored issuers as MasterCard issuers with respect to the intrusion(s), including any claims in putative class actions in federal and Massachusetts state courts.

-MORE-

THE TJX COMPANIES, INC. ANNOUNCES SETTLEMENT AGREEMENT WITH MASTERCARD; ESTIMATED COSTS ALREADY REFLECTED IN PREVIOUSLY ANNOUNCED RESERVE
Wednesday, April 2, 2008
Page 2

     The TJX Companies, Inc. is the leading off-price retailer of apparel and home fashions in the U.S. and worldwide. The Company operates 848 T.J. Maxx, 776 Marshalls, 291 HomeGoods, and 129 A.J. Wright stores, as well as 34 Bob’s Stores, in the United States. In Canada, the Company operates 191 Winners and 71 HomeSense stores, and in Europe, 226 T.K. Maxx stores. TJX’s press releases and financial information are also available on the Internet at www.tjx.com.

SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this release are forward-looking and involve a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. The following are some of the factors that could cause actual results to differ materially from the forward-looking statements: matters relating to the computer intrusion(s) including completion of the MasterCard settlement, potential losses that could exceed our reserve, potential effects on our reputation and sales and other consequences to the value of our Company and related value of our stock; our ability to successfully expand our store base and increase same store sales; risks of expansion and costs of contraction; risks inherent in foreign operations; our ability to successfully implement our opportunistic buying strategies and to manage our inventories effectively; successful advertising and promotion; consumer confidence, demand, spending habits and buying preferences; effects of unseasonable weather; competitive factors; availability of store and distribution center locations on suitable terms; our ability to recruit and retain associates; factors affecting expenses; success of our acquisition and divestiture activities; our ability to successfully implement technologies and systems and protect data; our ability to continue to generate adequate cash flows; our ability to execute our share repurchase program; availability and cost of financing; general economic conditions, including fluctuations in the price of oil; potential disruptions due to wars, natural disasters and other events beyond our control; changes in currency and exchange rates; issues with merchandise quality and safety; import risks; adverse outcomes for any significant litigation; compliance with and changes in laws and regulations and accounting rules and principles; adequacy of reserves; closing adjustments; failure to meet market expectations; and other factors that may be described in our filings with the Securities and Exchange Commission. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

-END-

Exhibit 10.15B

News Release

MasterCard Reaches Agreement with TJX to Provide
Issuers Worldwide up to $24 million for
Data Breach Claims

Purchase, NY, April 2, 2008 — MasterCard Worldwide today announced it has reached an agreement with The TJX Companies Inc. (TJX) to offer an Alternative Recovery Program to MasterCard issuers affected by the previously announced data breach of TJX.

The agreement calls for TJX to provide up to $24 million to support an Alternative Recovery Program to settle claims made by issuers to recover costs and losses they claimed to have incurred in connection with the breach. Issuers must have previously filed claims and agree to the Alternative Recovery Program’s terms to be eligible for compensation funded by the agreement.

“This agreement reflects MasterCard’s continuing commitment to working with merchants and our customers to reach appropriate and fair resolutions of data breach events,” said Joshua Peirez, chief payment system integrity officer for MasterCard Worldwide. “We believe that by working closely and cooperatively with issuers and merchants we can reduce the overall impact and costs of security breaches, while protecting consumers and accelerating fair and equitable resolutions of claims.”

Under the terms of the agreement, MasterCard card issuers that filed claims for operational expenses related to accounts designated by MasterCard in alerts to issuers or for reimbursement of fraud losses on such accounts used at TJX stores during time periods identified by MasterCard will be eligible to receive financial restitution in Q2 2008, provided they choose to participate in the optional program.

The agreement is contingent upon the acceptance of issuing financial institutions representing at least 90 percent of the claimed-on MasterCard accounts.

Issuers that choose to participate in the Alternative Recovery Program must agree not to seek or participate in any other recoveries that may be available to issuers and must also release MasterCard, TJX and TJX’s acquirers from all legal and financial liability associated with the TJX data breach.

-more-

Page 2/MasterCard Announces Agreement with TJX

All eligible issuers will soon receive notification from MasterCard with further details about the Alternative Recovery Program and the steps necessary to participate. To facilitate and expedite payment, eligible issuers will have 30 days from the date of the Settlement Agreement (April 2, 2008) to decide whether to opt-in to the program before the offer expires.

About MasterCard Worldwide

MasterCard Worldwide advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes more than 18 billion transactions each year, and provides industry-leading analysis and consulting services to financial institution customers and merchants. Through its family of brands, including MasterCard®, Maestro® and Cirrus®, MasterCard serves consumers and businesses in more than 210 countries and territories. For more information go to www.mastercard.com.

###

Contact: Chris Monteiro
Chris_monteiro@mastercard.com
914-249-5826

EX-10.9

Exhibit 10.9

PORTIONS OF CERTAIN EXHIBITS TO THIS AGREEMENT HAVE BEEN OMITTED AND WILL BE FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

EMPLOYMENT AGREEMENT

DATED AS OF JUNE 6, 2008

BETWEEN DONALD G. CAMPBELL AND THE TJX COMPANIES, INC.

INDEX

		PAGE
1.	EFFECTIVE DATE; TERM OF AGREEMENT		1
2.	SCOPE OF EMPLOYMENT		1
3.	COMPENSATION AND BENEFITS		2
4.	TERMINATION OF EMPLOYMENT; IN GENERAL		4
5.	BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT		4
6.	OTHER TERMINATION; VIOLATION OF CERTAIN AGREEMENTS		6
7.	BENEFITS UPON CHANGE OF CONTROL		7
8.	AGREEMENT NOT TO SOLICIT OR COMPETE		7
9.	ASSIGNMENT		10
10.	NOTICES		10
11.	WITHHOLDING; CERTAIN TAX MATTERS		10
12.	GOVERNING LAW		11
13.	ARBITRATION		11
14.	ENTIRE AGREEMENT		11
EXHIBIT A Certain Definitions			A-1
EXHIBIT B Definition of “Change of Control”			B-1
EXHIBIT C Change of Control Benefits			C-1

 -i- 

DONALD G. CAMPBELL

EMPLOYMENT AGREEMENT

     AGREEMENT dated as of June 6, 2008 between Donald G. Campbell (“Executive”) and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framingham, Massachusetts 01701(the “Company”).

RECITALS

     The Company and Executive intend that Executive shall be employed by the Company on the terms set forth below and, to that end, deem it desirable to enter into this Agreement.

AGREEMENT

     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

     1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of June 6, 2008 (the “Effective Date”). Executive’s employment hereunder shall continue on the terms provided herein until January 29, 2011 (the “End Date”), subject to earlier termination as provided herein (such period of employment being hereinafter called the “Employment Period”).

     2. SCOPE OF EMPLOYMENT.

     (a) Nature of Services. Executive shall diligently perform such duties and responsibilities as shall from time to time be assigned to him by the Company.

     (b) Extent of Services. Except for illnesses and vacation periods, and subject to Section 2(c) below, Executive shall devote substantially all his working time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement. However, Executive may (i) make any passive investments where he is not obligated or required to, and shall not in fact, devote any managerial efforts, (ii) participate in charitable or community activities or in trade or professional organizations, or (iii) subject to Board approval (which approval shall not be unreasonably withheld or withdrawn), hold directorships in public companies, except only that the Board shall have the right to limit such services as a director or such participation whenever the Board shall believe that the time spent on such activities infringes in any material respect upon the time required by Executive for the performance of his duties under this Agreement or is otherwise incompatible with those duties.

     (c) Reduced Time. Executive may at any time, by notice to the Committee given pursuant to Section 10 below, request that his full-time commitment to the Company under this Agreement as described in Section 2(b), or any modification thereof as described in this Section 2(c), be modified or further modified. The Committee shall consider any such request in

good faith and, subject to such changes to Executive’s request and to such other conditions (including, without limitation, a change in the effective date of any such modification to Executive’s commitment) as it may reasonably impose, shall approve Executive’s request unless it determines that to do so would substantially and adversely affect the business of the Company. Executive may withdraw any request under this Section 2(c) if he does not agree with the any changes or conditions imposed by the Committee. Any modification of Executive’s commitment as described in Section 2(b), or of any prior modification thereof, that is approved by the Committee pursuant to this Section 2(c) shall be referred to herein as Executive’s “Modified Schedule.” In no event shall Executive’s Modified Schedule be such as to result in a level of services performed by Executive for the Company and its Subsidiaries that could reasonably be anticipated to be permanently equal to or less than twenty (20%) percent or less of the average level of bona fide services performed by Executive for the Company and its Subsidiaries over the preceding thirty six (36) months. For the avoidance of doubt, employment under a Modified Schedule shall not, without more, constitute a termination of Executive’s employment under this Agreement.

     3. COMPENSATION AND BENEFITS.

     (a) Base Salary. Executive shall be paid a base salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. The rate at which Executive’s Base Salary shall be paid shall be $785,000 per year or such other rate (not less than $785,000 per year) as the Committee may determine after Committee review not less frequently than annually. Notwithstanding the foregoing, during any period during which Executive is providing services hereunder under a Modified Schedule, the foregoing provisions of this Section 3(a) shall not apply and Executive shall instead be entitled to receive, as basic cash remuneration for his services under the Modified Schedule, such amounts and in such form (which may include an hourly, daily or other periodic rate) as shall be specified in connection with approval of the Modified Schedule under Section 2(b) above.

     (b) Existing Awards. Reference is made to outstanding awards of stock options and of performance-based restricted stock made prior to the Effective Date under the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), to the award opportunity granted to Executive for FYE 2009 under the Company’s Management Incentive Plan (“MIP”) and to award opportunities granted to Executive under the Company’s Long Range Performance Incentive Plan (“LRPIP”) for cycles beginning before the Effective Date. Each of the foregoing awards shall continue for such period or periods and in accordance with such terms as are set out in the grant and other governing documents relating to such awards and shall not be affected by the terms of this Agreement except as otherwise expressly provided herein; provided, that in connection with its approval of any Modified Schedule, the Committee may equitably adjust, in a manner consistent with continued qualification for the performance-based compensation exception under Section 162(m) of the Code of any LRPIP award intended to qualify for such exception, payments under any LRPIP award described in this Section 3(c) to reflect the portion, if any, of the performance period applicable to such award during which Executive is providing services under a Modified Schedule.

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     (c) New Stock Awards. Consistent with the terms of the Stock Incentive Plan, during the Employment Period Executive will be entitled to stock-based awards under the Stock Incentive Plan at levels commensurate with his position and responsibilities (taking into account any Modified Schedule) and subject to such terms as shall be established by the Committee.

     (d) LRPIP. During the Employment Period, Executive shall be eligible to participate in annual grants under LRPIP at a level commensurate with his position and responsibilities (taking into account any Modified Schedule) and subject to such terms as shall be established by the Committee.

     (e) MIP. During the Employment Period, Executive shall be eligible to participate in annual grants under MIP at a level commensurate with his position and responsibilities (taking into account any Modified Schedule) and subject to such terms as shall be established by the Committee.

     (f) Qualified Plans; Other Deferred Compensation Plans. Executive shall be entitled during the Employment Period to participate in the Company’s tax-qualified retirement and profit-sharing plans and its nonqualified deferred compensation plans, in each case in accordance with the terms of the applicable plan (including, for the avoidance of doubt and without limitation, the amendment and termination provisions thereof). For the avoidance of doubt, Executive is entitled to Category B benefits under SERP and shall at all times have a fully vested right to his accrued benefit, including any future accruals, under SERP based on his actual years of service; provided, that Executive shall not be entitled to matching credits under ESP.

     (g) Policies and Fringe Benefits. Executive shall be subject to Company policies applicable to its executives generally and shall be entitled to receive an automobile allowance commensurate with his position and all such other fringe benefits as the Company shall from time to time make available to other executives generally (subject to the terms of any applicable fringe benefit plan). For the avoidance of doubt, if during any period of service under a Modified Schedule Executive’s level of service would render Executive ineligible for any Company benefit program, Executive shall be ineligible to participate in such program during such period. In any case described in the preceding sentence, at Executive’s request the Company shall in good faith consider providing to Executive, or facilitating Executive’s obtaining from another provider, alternative programs that can provide coverage to Executive on a basis that is cost-neutral to the Company (taking into account its reduced remuneration obligations to Executive under the Modified Schedule).

     (h) Other. The Company is entitled to terminate Executive’s employment notwithstanding the fact that Executive may lose entitlement to benefits under the arrangements described above. Upon termination of his employment, Executive shall have no claim against the Company or Parent for loss arising out of ineligibility to exercise any stock options granted to him or otherwise in relation to any of the stock options or other stock-based awards granted to Executive, and the rights of Executive shall be determined solely by the rules of the relevant award document and plan. For the avoidance of doubt, nothing herein shall be construed as limiting such rights as Executive may have under the terms of any Stock Incentive Plan award to the acceleration of vesting or the extension of exercise rights under such award upon a termination of employment that qualifies him for such benefits under such terms.

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     4. TERMINATION OF EMPLOYMENT; IN GENERAL.

     (a) The Company shall have the right to end Executive’s employment at any time and for any reason, with or without Cause.

     (b) To the extent consistent with applicable law, Executive’s employment shall terminate when Executive becomes Disabled. In addition, if by reason of Incapacity Executive is unable to perform his duties for at least six continuous months, upon written notice by the Company to Executive, and to the extent consistent with applicable law, the Employment Period will be terminated for Incapacity.

     (c) Whenever his employment shall terminate, Executive shall resign all offices or other positions he shall hold with the Company and any affiliated corporations. For the avoidance of doubt, the Employment Period shall terminate upon termination of Executive’s employment for any reason.

     5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT.

     (a) Certain Terminations Prior to the End Date. If the Employment Period shall have terminated prior to the End Date by reason of (i) death, Disability or Incapacity of Executive, (ii) termination by the Company for any reason other than Cause or (iii) termination by Executive in the event that Executive is required to relocate more than forty (40) miles from the current corporate headquarters of the Company, in either case without his prior written consent (a “Constructive Termination”), then all compensation and benefits for Executive shall be as follows:

     (i) For a period of eighteen (18) months after the Date of Termination (the “termination period”), the Company will pay to Executive or his legal representative, without reduction for compensation earned from other employment or self employment, continued Base Salary at the rate in effect at termination of employment; provided, that if Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under this clause shall be paid at a rate equal to the excess of (a) the rate of Base Salary in effect at termination of employment over (b) the long-term disability compensation benefits for which Executive is approved under such plan. If the Date of Termination occurs during a period of service under a Modified Schedule, Executive’s rate of Base Salary for purposes of this Section 5(a)(i) shall be deemed to be the base cash remuneration that Executive was receiving immediately prior to the Date of Termination, expressed as an annualized rate (as reasonably determined by the Board).

     (ii) If Executive elects so-called “COBRA” continuation of group health plan coverage provided pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, there shall be added to the amounts otherwise payable under Section 5(a)(i) above, during the continuation of such coverage, an amount (grossed up for federal and state income taxes) equal to the participant cost of such coverage, except to the extent that Executive shall obtain no less favorable coverage from

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another employer or from self-employment in which case such additional payments shall cease immediately.

     (iii) The Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, (A) any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment plus (B) any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination of employment. These amounts will be paid at the same time as other awards for such prior year or cycle are paid.

     (iv) The Company will pay to Executive or his legal representative, without offset for compensation earned from other employment or self-employment, an amount equal to the sum of (A) Executive’s MIP Target Award, if any, for the year of termination, (but only if the performance period in respect of such MIP award began on or before January 1, 2009) multiplied by a fraction the numerator of which is three hundred and sixty-five (365) plus the number of days during such year prior to termination, and the denominator of which is seven hundred and thirty (730), plus, (B) with respect to each LRPIP cycle in which Executive participated that began on or before January 1, 2009 and that had not ended prior to termination, if any, an amount equal to Executive’s LRPIP Target Award for such cycle multiplied by a fraction, the numerator of which is the number of full months in such cycle completed prior to termination and the denominator of which is the number of full months in such cycle. The amount, if any, described in clause (a)(iv)(A) above will be paid not later than MIP awards for the year of termination are paid. The amount, if any, described in clause (a)(iv)(B) above, to the extent measured by the LRPIP Target Award for any cycle, will be paid not later than the date on which LRPIP awards for such cycle are paid or would have been paid. The Company and Executive agree to negotiate in good faith an amendment of this Section 5(a)(iv) in respect of any termination described in this Section 5(a) occurring after January 31, 2009 and on or prior to the End Date, with a view to providing Executive separation pay determined in a manner (taking into account other payments to Executive) that is consistent in approach with the separation pay arrangements made with other senior executive officers of the Company and with the objective of qualifying any MIP, LRPIP or similar awards to Executive that are intended so to qualify with the performance-based compensation exception rules under Section 162(m) of the Code.

     (v) In addition, Executive or his legal representative shall be entitled to the Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), in each case in accordance with and subject to the terms of the applicable arrangement, and to the payment of his vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans).

     (vi) If termination occurs by reason of Incapacity or Disability, Executive shall also be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term disability plan. If for any period Executive receives long-term disability

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compensation payments under a long-term disability plan of the Company as well as payments under (a)(i) above, and if the sum of such payments (the “combined salary/disability benefit”) exceeds the payment for such period to which Executive is entitled under (a)(i) above (determined without regard to the proviso set forth therein), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined salary/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (vii) If termination occurs by reason of death, Incapacity or Disability, Executive shall also be entitled to an amount equal to Executive’s MIP Target Award for the year of termination, without proration. This amount will be paid at the same time as the amount payable under paragraph (iv) above.

     (i) Except as expressly set forth above or as required by law, Executive shall not be entitled to continue participation during the termination period in any employee benefit or fringe benefit plan, except that during the termination period the Company shall continue to provide the Executive with an automobile or automobile allowance.

     (b) Termination on the End Date. Unless earlier terminated or except as otherwise mutually agreed by Executive and the Company, Executive’s employment with the Company shall terminate on the End Date and Executive shall be treated for all purposes of this Agreement as having terminated his employment voluntarily on the End Date and he shall be entitled only to those benefits to which he would be entitled under Section 6(a) (“Voluntary termination of employment”).

     6. OTHER TERMINATION; VIOLATION OF CERTAIN AGREEMENTS.

     (a) Voluntary termination of employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans). In addition, the Company will pay to Executive or his legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive’s termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment.

     (b) Termination for Cause; Violation of Certain Agreements. If the Company should end Executive’s employment for Cause or, notwithstanding Section 5 and Section 6(a) above, if Executive should violate the protected persons or noncompetition provisions of Section 8, all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive’s account (but not received) under any nonqualified deferred compensation plan of the Company and its Subsidiaries in accordance with

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the terms of those programs; (y) any vested benefits to which Executive is entitled by law under the Company’s tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards). The Company does not waive any rights it may have for damages for injunctive relief.

     7. BENEFITS UPON CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C.

     8. AGREEMENT NOT TO SOLICIT OR COMPETE

     (a) During the Employment Period and for a period of twenty-four (24) months thereafter (the “Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor) (i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an employee, director, consultant, advisor or other service provider, (ii) recommend any protected person for employment or other engagement with any person or entity other than the Company and its Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to persuade, induce or encourage any protected person to discontinue employment or engagement with the Company or its Subsidiaries, or recommend to any protected person any employment or engagement other than with the Company or its Subsidiaries, (iv) accept services of any sort (whether for compensation or otherwise) from any protected person, or (v) participate with any other person or entity in any of the foregoing activities. Any individual or entity to which Executive provides services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a shareholder, member, partner, joint venturer or investor, excluding interests in the common stock of any publicly traded corporation of one percent (1%) or less), and any individual or entity that is affiliated with any such individual or entity, shall, for purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of Executive with respect to any “protected person” who worked with Executive at any time during the six (6) months prior to termination of the Employment Period. A “protected person” is a person who at the time of termination of the Employment Period, or within six (6) months prior thereto, is or was employed by the Company or any of its Subsidiaries either in a position of Assistant Vice President or higher, or in a salaried position in any merchandising group. As to (I) each “protected person” to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III) each limitation on (A) employment or other engagement, (B) solicitation and (C) unsolicited acceptance of services, of each “protected person” and (IV) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) shall be deemed to be separate and independent agreements. In the event of unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be deemed automatically reformed in order to allow for the greatest degree of enforceability authorized by law or, if no such reformation is possible, deleted from the provisions hereof entirely, and such reformation or deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.

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     (b) During the course of his employment, Executive will have learned vital trade secrets of the Company and its Subsidiaries and will have access to confidential and proprietary information and business plans of the Company and its Subsidiaries. Therefore, during the Employment Period and for a period of eighteen (18) months thereafter (the “Noncompetition Period”), Executive will not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor (disregarding in this connection passive ownership for investment purposes of common stock representing one percent (1%) or less of the voting power or value of any publicly traded corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or fees-for-services relationship or arrangement with, or advise with respect to the organization or conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person that engages in any “competitive business” as hereinafter defined, nor shall Executive undertake any planning to engage in any such activities. The term “competitive business” (i) shall mean any business (however organized or conducted) that competes with a business in which the Company or any of its Subsidiaries was engaged, or in which the Company or any Subsidiary was planning to engage, at any time during the 12-month period immediately preceding the date on which the Employment Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A) any business specified on Schedule I to this Agreement, and (B) any other off-price, promotional, or warehouse-club-type retail business, however organized or conducted, that sells apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of merchandise sold by the Company or any of its Subsidiaries at the termination of the Employment Period. For purposes of this subsection (b), a “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or its Subsidiaries, and reference to any Person (the “first Person”) shall be deemed to include any other Person that controls, is controlled by or is under common control with the first Person. If, at any time, pursuant to action of any court, administrative, arbitral or governmental body or other tribunal, the operation of any part of this subsection shall be determined to be unlawful or otherwise unenforceable, then the coverage of this subsection shall be deemed to be reformed and restricted as to substantive reach, duration, geographic scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in which such determination is made.

     (c) Executive shall never use or disclose any confidential or proprietary information of the Company or its Subsidiaries other than as required by applicable law or during the Employment Period for the proper performance of Executive’s duties and responsibilities to the Company and its Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the exclusive property of the Company and its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the Company at such time or times as the Company may specify all Documents then in Executive’s possession or control. In addition, upon termination of employment for any reason other than the death of Executive, Executive shall immediately return all Documents, and shall execute a certificate representing and warranting that he has returned all such Documents in Executive’s possession or under his control.

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     (d) If, during the Employment Period or at any time following termination of the Employment Period, regardless of the reason for such termination, Executive breaches any provision of this Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, with interest at the prime rate in effect at Bank of America, or its successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5; (ii) any unexercised stock options and stock appreciation rights held by Executive; (iii) if any other stock-based award vested in connection with termination of the Employment Period, whether occurring prior to, simultaneously with, or following such breach, or subsequent to such breach and prior to termination of the Employment Period, the value of such stock-based award at time of vesting plus any additional gain realized on a subsequent sale or disposition of the award or the underlying stock; and (iv) in respect of each stock option or stock appreciation right exercised by Executive within six (6) months prior to any such breach or subsequent thereto and prior to the forfeiture and disgorgement required by this Section 8(d), the excess over the exercise price (or base value, in the case of a stock appreciation right) of the greater of (A) the fair market value at time of exercise of the shares of stock subject to the award, or (B) the number of shares of stock subject to such award multiplied by the per-share proceeds of any sale of such stock by Executive.

     (e) Executive shall notify the Company immediately upon securing employment or becoming self-employed at any time within the Noncompetition Period, and shall provide to the Company such details concerning such employment or self-employment as it may reasonably request in order to ensure compliance with the terms hereof.

     (f) Executive hereby advises the Company that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 8, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, confidential information and other legitimate business interests of the Company and its Subsidiaries, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by them. Executive agrees that Executive will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. Executive also acknowledges and agrees that, were Executive to breach any of the provisions of this Section 8, the harm to the Company and its Subsidiaries would be irreparable. Executive therefore agrees that, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with enforcing its rights hereunder. Executive further agrees that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, Executive agrees that the Noncompetition Period and the Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which Executive is in violation of any of the terms

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of this Section 8, in order that the Company shall have the agreed-upon temporal protection recited herein.

     (g) Executive agrees that if any of the restrictions in this Section 8 is held to be void or ineffective for any reason but would be held to be valid and effective if part of its wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective. Executive further agrees that the restrictions contained in each subsection of this Section 8 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions.

     (h) Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company and its Subsidiaries, and any successor or permitted assign to whose employ Executive may be transferred, without the necessity that this Agreement be re-signed at the time of such transfer. Executive further agrees that no changes in the nature or scope of his employment with the Company will operate to extinguish the terms and conditions set forth in Section 8, or otherwise require the parties to re-sign this Agreement

     (i) The provisions of this Section 8 shall survive the termination of the Employment Period and the termination of this Agreement, regardless of the reason or reasons therefor, and shall be binding on Executive regardless of any breach by the Company of any other provision of this Agreement.

     9. ASSIGNMENT. The rights and obligations of the Company shall enure to the benefit of and shall be binding upon the successors and assigns of the Company. The rights and obligations of Executive are not assignable except only that stock issuable, awards and payments payable to him after his death shall be made to his estate except as otherwise provided by the applicable plan or award documentation, if any.

     10. NOTICES. All notices and other communications required hereunder shall be in writing and shall be given by mailing the same by certified or registered mail, return receipt requested, postage prepaid. If sent to the Company the same shall be mailed to the Company at 770 Cochituate Road, Framingham, Massachusetts 01701, Attention: Chairman of the Executive Compensation Committee, or other such address as the Company may hereafter designate by notice to Executive; and if sent to Executive, the same shall be mailed to Executive at his address as set forth in the records of the Company or at such other address as Executive may hereafter designate by notice to the Company.

     11. WITHHOLDING; CERTAIN TAX MATTERS. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) to the extent any payment hereunder shall be required to be delayed until six months following separation from service to comply with the “specified employee” rules of Section 409A it shall be so delayed (but not more than is required to comply with such rules).

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     12. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the Commonwealth of Massachusetts.

     13. ARBITRATION. In the event that there is any claim or dispute arising out of or relating to this Agreement, or the breach thereof, and the parties hereto shall not have resolved such claim or dispute within sixty (60) days after written notice from one party to the other setting forth the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by binding arbitration in Boston, Massachusetts in accordance with the Rules Governing Resolutions of Employment Disputes of the American Arbitration Association by an arbitrator mutually agreed upon by the parties hereto or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing, if either the Company or Executive shall request, such arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by Executive and the third selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. Judgment upon the award rendered by such arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of either party.

     14. ENTIRE AGREEMENT. This Agreement, including Exhibits, represents the entire agreement between the parties relating to the terms of Executive’s employment by the Company and supersedes all prior written or oral agreements between them except to the extent provided herein.

	/s/ Donald Campbell
	Executive
	THE TJX COMPANIES, INC.
By:	/s/ Carol Meyrowitz

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EXHIBIT A

Certain Definitions

     (a) “Base Salary” means, for any period, the amount described in Section 3(a).

     (b) “Board” means the Board of Directors of the Company.

     (c) “Cause” means dishonesty by Executive in the performance of his duties, conviction of a felony (other than a conviction arising solely under a statutory provision imposing criminal liability upon Executive on a per se basis due to the Company offices held by Executive, so long as any act or omission of Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board); gross neglect of duties (other than as a result of Incapacity, Disability or death), or conflict of interest which conflict shall continue for thirty (30) days after the Company gives written notice to Executive requesting the cessation of such conflict; or any fact or circumstance other than Incapacity, Disability or death that prevents Executive from continuing to provide services to the Company; provided, for the avoidance of doubt, that neither a request by Executive for a Modified Schedule nor the provision of services by Executive under a Modified Schedule and in accordance with the terms thereof shall, in and of itself, constitute “Cause” hereunder.

     In respect of any termination during a Standstill Period, Executive shall not be deemed to have been terminated for Cause until the later to occur of (i) the 30th day after notice of termination is given and (ii) the delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Company’s directors at a meeting called and held for that purpose (after reasonable notice to Executive), and at which Executive together with his counsel was given an opportunity to be heard, finding that Executive was guilty of conduct described in the definition of “Cause” above, and specifying the particulars thereof in detail; provided, however, that the Company may suspend Executive and withhold payment of his Base Salary from the date that notice of termination is given until the earliest to occur of (A) termination of Executive for Cause effected in accordance with the foregoing procedures (in which case Executive shall not be entitled to his Base Salary for such period), (B) a determination by a majority of the Company’s directors that Executive was not guilty of the conduct described in the definition of “Cause” effected in accordance with the foregoing procedures (in which case Executive shall be reinstated and paid any of his previously unpaid Base Salary for such period), or (C) ninety (90) days after notice of termination is given (in which case Executive shall then be reinstated and paid any of his previously unpaid Base Salary for such period). If Base Salary is withheld and then paid pursuant to clause (B) or (C) of the preceding sentence, the amount thereof shall be accompanied by simple interest, calculated on a daily basis, at a rate per annum equal to the prime or base lending rate, as in effect at the time, of the Company’s principal commercial bank.

     (d) “Change of Control” has the meaning given it in Exhibit B.

     (e) “Change of Control Termination” means the termination of Executive’s employment during a Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or (3) by reason of death, Incapacity or Disability.

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     For purposes of this definition, termination for “good reason” shall mean the voluntary termination by Executive of his employment (A) within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of any one of the events described in clauses (I), (II), (III), (IV), (V) or (VI) below, provided, that Executive gives notice to the Company at least thirty (30) days in advance requesting that the pertinent situation described therein be remedied, and the situation remains unremedied upon expiration of such 30-day period; (B) within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of the event described in clause (VII), provided, that Executive gives notice to the Company at least thirty (30) days in advance of his intent to terminate his employment in respect of such event; or (C) under the circumstances described in clause (VIII) below, provided, that Executive gives notice to the Company at least thirty (30) days in advance:

(I)	the assignment to him of any duties inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change of Control, or any removal of Executive from or any failure to reelect him to such positions, except in connection with the termination of Executive’s employment by the Company for Cause or by Executive other than for good reason, or any other action by the Company which results in a diminishment in such position, authority, duties or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Executive; or
(II)	if Executive’s rate of Base Salary for any fiscal year is less than 100% of the rate of Base Salary paid to Executive in the completed fiscal year immediately preceding the Change of Control or if Executive’s total cash compensation opportunities, including salary and incentives, for any fiscal year are less than 100% of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control; or
(III)	the failure of the Company to continue in effect any benefits or perquisites, or any pension, life insurance, medical insurance or disability plan in which Executive was participating immediately prior to the Change of Control unless the Company provides Executive with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to the Change of Control; or
(IV)	any purported termination of Executive’s employment by the Company for Cause during a Standstill Period which is not effected in compliance with paragraph (d) above; or
(V)	any relocation of Executive of more than forty (40) miles from the place where Executive was located at the time of the Change of Control; or

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(VI)	any other breach by the Company of any provision of this Agreement; or
(VII)	the Company sells or otherwise disposes of, in one transaction or a series of related transactions, assets or earning power aggregating more than 30% of the assets (taken at asset value as stated on the books of the Company determined in accordance with generally accepted accounting principles consistently applied) or earning power of the Company (on an individual basis) or the Company and its Subsidiaries (on a consolidated basis) to any other Person or Persons (as those terms are defined in Exhibit B); or
(VIII)	the voluntary termination by Executive of his employment at any time within one year after the Change of Control. Notwithstanding the foregoing, the Board may expressly waive the application of this clause (VIII) if it waives the applicability of substantially similar provisions with respect to all persons with whom the Company has a written severance agreement (or may condition its application on any additional requirements or employee agreements which the Board shall in its discretion deem appropriate in the circumstances). The determination of whether to waive or impose conditions on the application of this clause (VIII) shall be within the complete discretion of the Board but shall be made prior to the Change of Control.

     (f) “Code” means the Internal Revenue Code of 1986, as amended.

     (g) “Committee” means the Executive Compensation Committee of the Board.

     (h) “Date of Termination” means the date on which Executive’s employment terminates.

     (i) “Disabled”/“Disability” has the meaning given it in the Company’s long-term disability plan. Executive’s employment shall be deemed to be terminated for Disability on the date on which Executive is entitled to receive long-term disability compensation pursuant to such long-term disability plan.

     (j) “End Date” has the meaning set forth in Section 1 of the Agreement.

     (k) “ESP” means the Company’s Executive Savings Plan.

     (l) “Incapacity” means a disability (other than Disability within the meaning of (i) above) or other impairment of health that renders Executive unable to perform his duties (either with or without reasonable accommodation) to the reasonable satisfaction of the Committee.

     (m) “LRPIP” has the meaning set forth in Section 3(c) of the Agreement.

     (n) “MIP” has the meaning set forth in Section 3(c) of the Agreement..

     (o) “Section 409A” means Section 409A of the Code.

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     (p) “SERP” means the Company’ Supplement Executive Retirement Plan as from time to time amended and in effect.

     (q) “Standstill Period” means the period commencing on the date of a Change of Control and continuing until the close of business on the earlier of the day immediately preceding the End Date or the last business day of the 24th calendar month following such Change of Control.

     (r) “Stock” means the common stock, $1.00 par value, of the Company.

     (s) “Stock Incentive Plan” has the meaning set forth in Section 3(c) of the Agreement.

     (t) “Subsidiary” means any corporation in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock.

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EXHIBIT B

Definition of “Change of Control”

     “Change of Control” shall mean the occurrence of any one of the following events:

     (a) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that no transaction shall be deemed to be a Change of Control (i) if the person or each member of a group of persons acquiring control is excluded from the definition of the term “Person” hereunder or (ii) unless the Committee shall otherwise determine prior to such occurrence, if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring control; or

     (b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any employee benefit plan of the Company or such a subsidiary becomes the owner of 20% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least 1/4 of the Company’s Board of Directors; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control if Executive or an Executive Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or

     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Company’s Board of Directors and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least 1/4 of the Company’s Board of Directors; or

     (d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control if, immediately after such transaction, Executive or any Executive Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of the Company owned by Executive and any Executive Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of the Company immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in the same manner as

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ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d), if such agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change of Control shall not be deemed to have taken place unless and until such approval is secured (but upon any such approval, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).

     In addition, for purposes of this Exhibit B the following terms have the meanings set forth below:

     “Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board of Directors of the Company shall expressly so determine in any future transaction or transactions.

A Person shall be deemed to be the “owner” of any Common Stock:

     (i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or

     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or

     (iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.

     An “Executive Related Party” shall mean any affiliate or associate of Executive other than the Company or a majority-owned subsidiary of the Company. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, the Company).

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EXHIBIT C

Change of Control Benefits

     C.1. Benefits Upon a Change of Control Termination.

     (a) The Company shall pay the following to Executive in a lump sum, within thirty (30) days following a Change of Control Termination or on such delayed basis as may be necessary to comply with Section 409A:

     (i) an amount equal to (A) two times his Base Salary for one year at the rate in effect immediately prior to the Date of Termination or the Change of Control, whichever is higher, plus (B) the accrued and unpaid portion of his Base Salary through the Date of Termination, subject to the following. If Executive is eligible for long-term disability compensation benefits under the Company’s long-term disability plan, the amount payable under (A) shall be reduced by the annual long-term disability compensation benefit for which Executive is eligible under such plan for the two-year period over which the amount payable under (A) is measured. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under the first sentence of this subsection (a), and if the sum of such payments (the “combined Change of Control/disability benefit”) exceeds the payment for such period to which Executive is entitled under the first sentence of this subsection (a) (determined without regard to the second sentence of this subsection (a)), he shall promptly pay such excess in reimbursement to the Company; provided, that in no event shall application of this sentence result in reduction of Executive’s combined Change of Control/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company. If the Date of Termination occurs during a period of service under a Modified Schedule, Executive’s rate of Base Salary for purposes of clause (A) of this Section C.1.(a)(i) shall be deemed to be the base cash remuneration that Executive was receiving immediately prior to the Change of Control or the Date of Termination, whichever is higher, expressed as an annualized rate (as reasonably determined by the Board).

     (ii) In lieu of any other benefits under SERP, an amount equal to the present value of the payments that Executive would have been entitled to receive under SERP as a Category B or Category C participant, whichever is greater, applying the following rules and assumptions:

     (A) the monthly benefit under SERP determined using the foregoing criteria shall be multiplied by 12 to determine an annual benefit; and

     (B) the present value of such annual benefit shall be determined by multiplying the result in (A) by the appropriate actuarial factor, using the most recently published interest and mortality rates published by the Pension Benefit Guaranty Corporation which are effective for plan terminations occurring on the Date of Termination, using Executive’s age to the nearest year determined as of

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that date. If, as of the Date of Termination, the Executive has previously satisfied the eligibility requirements for Early Retirement under The TJX Companies, Inc. Retirement Plan, then the appropriate factor shall be that based on the most recently published “PBGC Actuarial Value of $1.00 Per Year Deferred to Age 60 and Payable for Life Thereafter — Healthy Lives,” except that if the Executive’s age to the nearest year is more than 60, then such higher age shall be substituted for 60. If, as of the Date of Termination, the Executive has not satisfied the eligibility requirements for Early Retirement under The TJX Companies, Inc. Retirement Plan, then the appropriate factor shall be based on the most recently published “PBGC Actuarial Value of $1.00 Per Year Deferred To Age 65 And Payable For Life Thereafter — Healthy Lives.”

     (C) the benefit determined under (B) above shall be reduced by the value of any portion of Executive’s SERP benefit already paid or provided to him in cash or through the transfer of an annuity contract.

     (b) Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the continued benefit of Executive and his family all life insurance and medical insurance plans and programs in which Executive was entitled to participate immediately prior to the Change of Control, provided, that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive is ineligible to participate in such plans or programs, the Company shall arrange upon comparable terms to provide Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs. Notwithstanding the foregoing, the Company’s obligations hereunder with respect to life or medical coverage or benefits shall be deemed satisfied to the extent (but only to the extent) of any such coverage or benefits provided by another employer.

     (c) For a period of two years after the Date of Termination, the Company shall make available to Executive the use of any automobile that was made available to Executive prior to the Date of Termination, including ordinary replacement thereof in accordance with the Company’s automobile policy in effect immediately prior to the Change of Control (or, in lieu of making such automobile available, the Company may at its option pay to Executive the present value of its cost of providing such automobile).

     C.2. Incentive Benefits Upon a Change of Control. Within thirty (30) days following a Change of Control, whether or not Executive’s employment has terminated or been terminated, the Company shall pay to Executive, in a lump sum, the sum of (i) and (ii), where:

     (i) is the sum of (A) the “Target Award” under the Company’s Management Incentive Plan or any other annual incentive plan which is applicable to Executive for the fiscal year in which the Change of Control occurs, plus (B) an amount equal to such Target Award prorated for the period of active employment during such fiscal year through the Change of Control; and

     (ii) the sum of (A) for Performance Cycles not completed prior to the Change of Control, an amount with respect to each such cycle equal to the maximum Award under

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LRPIP specified for Executive for such cycle, plus (B) any unpaid amounts owing with respect to cycles completed prior to the Change of Control.

     C.3. Gross-Up Payment. Payments under Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”). If any portion of the payments or benefits to or for the benefit of Executive (including, but not limited to, payments and benefits under this Agreement but determined without regard to this paragraph) constitutes an “excess parachute payment” within the meaning of Section 280G (the aggregate of such payments being hereinafter referred to as the “Excess Parachute Payments”), the Company shall promptly pay to Executive an additional amount (the “gross-up payment”) that after reduction for all taxes (including but not limited to the Excise Tax) with respect to such gross-up payment equals the Excise Tax with respect to the Excess Parachute Payments; provided, that to the extent any gross-up payment would be considered “deferred compensation” for purposes of Section 409A of the Code, the manner and time of payment, and the provisions of this Section C.3, shall be adjusted to the extent necessary (but only to the extent necessary) to comply with the requirements of Section 409A with respect to such payment so that the payment does not give rise to the interest or additional tax amounts described at Section 409A(a)(1)(B) or Section 409A(b)(4) of the Code (the “Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding proviso, the gross-up payment cannot be made to conform to the requirements of Section 409A of the Code, the amount of the gross-up payment shall be determined without regard to any gross-up for the Section 409A penalties. The determination as to whether Executive’s payments and benefits include Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax owed with respect thereto, and the amount of any gross-up payment shall be made at the Company’s expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Committee may designate prior to a Change of Control (the “accounting firm”). Notwithstanding the foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than the Excise Tax (if any) determined by the accounting firm, the Company shall promptly augment the gross-up payment to address such higher Excise Tax liability.

     C.4. Other Benefits. In addition to the amounts described in Sections C.1. and C.2., and C.3., Executive or his legal representative shall be entitled to his Stock Incentive Plan benefits, if any, under Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), and to the payment of his vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans).

     C.5. Noncompetition; No Mitigation of Damages; etc.

     (a) Noncompetition. Upon a Change of Control, any agreement by Executive not to engage in competition with the Company subsequent to the termination of his employment, whether contained in an employment agreement or other agreement, shall no longer be effective.

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     (b) No Duty to Mitigate Damages. Executive’s benefits under this Exhibit C shall be considered severance pay in consideration of his past service and his continued service from the date of this Agreement, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation which he may receive from future employment.

     (c) Legal Fees and Expenses. The Company shall pay all legal fees and expenses, including but not limited to counsel fees, stenographer fees, printing costs, etc. reasonably incurred by Executive in contesting or disputing that the termination of his employment during a Standstill Period is for Cause or other than for good reason (as defined in the definition of Change of Control Termination) or obtaining any right or benefit to which Executive is entitled under this Agreement following a Change of Control. Any amount payable under this Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at Bank of America, or its successor, until paid in full.

     (d) Notice of Termination. During a Standstill Period, Executive’s employment may be terminated by the Company only upon thirty (30) days’ written notice to Executive.

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SCHEDULE I

Competitive Businesses

The following businesses (together with any subsidiaries and affiliates) are the specified businesses referred to in Section 8(b)(ii)(A) of the Agreement:

[*****]

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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EX-10.10

Exhibit 10.10

THE TJX COMPANIES, INC.
MANAGEMENT INCENTIVE PLAN

Amendment

     Pursuant to Section 17 of The TJX Companies, Inc. Management Incentive Plan (as amended, the “Plan”), the Plan is hereby amended as follows:

1. Section 2(d) is hereby amended to read in its entirety as follows, effective as of September 18, 2009:

“‘Fiscal Year’ shall mean the fifty-two or fifty-three week period ending on the Saturday nearest to the last day of January, and commencing on the Sunday following the Saturday nearest to the last day of January of the preceding calendar year.”

2. The first paragraph of Section 7(a) is hereby amended to read in its entirety as follows, effective for Performance Periods commencing after January 29, 2010 in the case of any award subject to the provisions of Section 21 of the Plan, and otherwise effective to award determinations made after the date hereof:

“Upon completion of each Performance Period, the E.C.C. shall review performance relative to Performance Goals, as adjusted from time to time in accordance with paragraph (b) of Section 6 above, and determine the value of the awards for each Performance Period, subject to the approval of the President of TJX and/or the Chairman of the E.C.C.”

3. Subsection (b) of Section 21 is hereby amended, effective for Performance Periods commencing after January 29, 2010, by replacing “(as determined by the E.C.C. based on advice from its outside auditors)” in clause (ii) and “(as determined by the E.C.C. based on advice from the Company’s outside auditor)” in clause (iii), in each case, with “(as objectively determined by the E.C.C.)”.

     IN WITNESS WHEREOF, The TJX Companies, Inc. has caused this Amendment to be executed in its name and behalf by its officer thereunto duly authorized.

THE TJX COMPANIES, INC.
By:	/s/ Jeffrey G. Naylor
Title:	Chief Financial and Administrative Officer

Dated: February 2, 2010

EX-10.11

Exhibit 10.11

THE TJX COMPANIES, INC.
MANAGEMENT INCENTIVE PLAN

(As amended and restated effective as of March 5, 2010)

THE TJX COMPANIES, INC.
MANAGEMENT INCENTIVE PLAN

Table of Contents

1. Purpose	1
2. Definitions	1
3. Effective Date	2
4. Administration	2
5. Eligibility	3
6. Description of Awards	3
7. Determination of Awards	4
8. Payment of Awards	6
9. Deferral of Award	6
10. Designation of Beneficiary	7
11. Notices	7

12. Rights of Participants	8
13. No Employment Rights	8
14. Certain Payments Upon a Change of Control	8
15. Nonalienation of Award	8
16. Withholding Taxes	9
17. Termination, Amendment and Modification	9
18. Headings and Captions	9
19. Controlling Law	9
20. Miscellaneous Provisions	9
21. Awards to Certain Officers	10

THE TJX COMPANIES, INC.
MANAGEMENT INCENTIVE PLAN

1.	Purpose
	The purpose of The TJX Companies, Inc. (“TJX”) Management Incentive Plan (the “Plan”) is to provide officers and other employees who are key to the annual growth and profitability of TJX with reward opportunities commensurate with their performance relative to annual objectives.
2.	Definitions
	Unless the context requires otherwise, the following expressions as used in the Plan shall have the meanings ascribed to each below, it being understood that masculine, feminine, and neuter pronouns are used interchangeably, and that each comprehends the others.

(a)	“Change of Control” shall have the meaning set forth in the Company’s 1986 Stock Incentive Plan, as in effect from time to time.
(b)	“Company” shall mean TJX and its subsidiaries.
(c)	“Disability” shall mean disability as determined in accordance with the standards and procedures similar to those used under the Company’s long term disability program, and subject to any applicable legal or regulatory requirements in the relevant jurisdictions.
(d)	“E.C.C.” shall mean the Executive Compensation Committee of the Board of Directors of TJX. A member of the E.C.C. shall not be eligible to participate in the Plan while serving as a member of the E.C.C. or one year prior to becoming a member of the E.C.C.
(e)	“Fiscal Year” shall mean the fifty-two or fifty-three week period ending on the Saturday nearest to the last day of January, and commencing on the Sunday following the Saturday nearest to the last day of January of the preceding calendar year.

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(f)	“Participant” shall mean any officer or other employee of TJX or any subsidiary of TJX who is designated a Participant pursuant to Section 5 below.
(g)	“Performance Criteria” shall mean the standards of measurement of performance by the Company, performance by any division or subsidiary of the Company, and/or individual performance for each Performance Period as established by the E.C.C. pursuant to paragraph (a) of Section 6 below.
(h)	“Performance Goal” shall mean the level of performance with respect to each Performance Criterion at which awards are payable pursuant to this Plan. Performance Goals are established by the E.C.C. pursuant to paragraph (b) of Section 6 below.
(i)	“Performance Period” shall mean one Fiscal Year.
(j)	“Section 162(m)” shall mean Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
(k)	“Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

3.	Effective Date
	The effective date of the Plan shall be January 28, 1979. The effective date of this amendment and restatement of the Plan shall be March 5, 2010.
4.	Administration
	This Plan shall be administered by the E.C.C. The E.C.C. shall have full authority to interpret the Plan; to establish, amend, and rescind rules for carrying out the Plan; to administer the Plan; to determine the terms and provisions of any agreements pertaining to the Plan; and to make all other determinations necessary or advisable for its administration. The E.C.C. shall not be bound to any standards of uniformity or similarity of action, interpretation, or conduct in the discharge of its duties hereunder, regardless of the apparent similarity of the matters coming before it. Its determination shall be binding on all parties.

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	No member or former member of the E.C.C. or the Board of Directors of TJX shall be liable for any action or determination made in good faith with respect to the Plan or any award or payment made under the Plan.
5.	Eligibility
	For each Performance Period, the E.C.C. shall designate those Participants who may be entitled to receive annual management incentive awards, subject to the terms and conditions of the Plan.
6.	Description of Awards
	No Participant (or beneficiary or estate of a Participant) shall be entitled to an award under the Plan until the E.C.C. has approved all of the terms of the award applicable to such Participant for the Performance Period, including as set forth in this Section 6, and then any such entitlement shall be only in accordance with such terms and the Plan.

(a)	Designation of Performance Criteria
	At the commencement of each Performance Period, the E.C.C. shall determine the Performance Criteria for said Performance Period and the relative weight to be given to each Performance Criterion. Performance Criteria and the weighing thereof may vary by Participant and may be different for different Performance Periods. Such Performance Criteria may include, but shall not be limited to, measures such as pre-tax income, pre-tax income as a percentage of sales, return on investment, or other measures specific to a Participant’s annual performance objectives. These criteria may be based on Company, divisional, subsidiary and/or individual performance as designated by the E.C.C.
(b)	Performance Goals
	At the commencement of each Performance Period, the E.C.C. shall determine a range of Performance Goals from minimum to target to maximum for each Performance Criterion for said Performance Period, based upon the Company, divisional or subsidiary Business Plan for said Fiscal Year. Performance Goals are subject to the approval of the President of TJX. Performance Goals may vary by Participant and may be different for different Performance Periods.
	At any time designated by the E.C.C. during a Performance Period or thereafter, but prior to award payment, appropriate adjustments in the Performance Goals may be made to avoid undue windfalls or hardships due to external conditions

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	outside the control of management, changes in method of accounting, nonrecurring or abnormal items, or other matters as the E.C.C. shall, in its sole discretion, determine.
(c)	Award Opportunity
	At the commencement of each Performance Period, the E.C.C. shall assign to each Participant the minimum, target and maximum opportunity to be earned for said Performance Period, based upon the Participant’s position and ability to affect annual performance relative to goals during the Performance Period. Award opportunity may be expressed as a fixed amount or as a percentage of the Participant’s actual base salary earned for the Performance Period (as determined by the Company in a manner consistent with and subject to the applicable legal and regulatory requirements and payroll practices in the relevant jurisdictions).

From time to time, discretionary awards, in addition to the annual management incentive awards, may be made by the E.C.C. to any Participant in recognition of outstanding performance or extraordinary circumstances which occur during the Performance Period. Recommendations of Participants to receive discretionary awards shall be made by the President of TJX.

7. Determination of Awards

(a)	Upon completion of each Performance Period, the E.C.C. shall review performance relative to Performance Goals, as adjusted from time to time in accordance with paragraph (b) of Section 6 above, and determine the value of the awards for each Performance Period, subject to the approval of the President of TJX and/or the Chairman of the E.C.C.
	Achievement of Performance Goals shall result in payment of the target award. Failure to achieve Performance Goals will result in a decrease or elimination of the Participant’s award. Exceeding Performance Goals will result in an increased award.
	Performance Goal awards may be adjusted upward or downward by the E.C.C. due to special circumstances or individual performance review. Without limiting the generality of the foregoing, the E.C.C. may reduce or eliminate (i) awards to Participants receiving “Needs Improvement” performance ratings and (ii) awards otherwise payable to Participants who were on a leave of absence for any portion of the applicable Performance Period.

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(b)	If an employee becomes a Participant after the beginning of a Performance Period, the award payable to him or her shall be prorated in accordance with the portion of the Performance Period in which he or she is a Participant.
(c)	In the event of termination of employment of a Participant for any reason prior to the last day of the Performance Period, a Participant thereafter shall have no further rights under the Plan and shall not be entitled to payment of any award, except as follows (and subject to the last sentence of this Section 7):

(i)	If, prior to the last day of the Performance Period, a Participant’s employment terminates by reason of death, the beneficiary or estate of the Participant (as determined under Section 10) shall be entitled to a prorated award under Section 7(c)(iv).
(ii)	If, prior to the last day of the Performance Period, a Participant’s employment is terminated by the Company by reason of Disability, the Participant (or, if the Participant is deceased, the beneficiary or estate of a Participant, as determined under Section 10) shall be entitled to a prorated award under Section 7(c)(iv).
(iii)	If termination of employment occurs (A) by reason of normal retirement under a retirement plan of the Company, (B) with the consent of the Company, or (C) after the commencement of a Performance Period but before an award was (or would have been) granted to the Participant for such Performance Period, the E.C.C. may, in its sole discretion, value and direct that all or some portion of the award that was (or would have been) granted to the Participant with respect to the Performance Period be deemed earned and payable, taking into account the duration of employment during the Performance Period, the Participant’s performance, and other matters as the E.C.C. shall deem appropriate. Notwithstanding the foregoing, no Participant will be deemed to have a nonforfeitable right to payment of any prorated award under this Section 7(c)(iii) until the end of such Performance Period, and then only to the extent provided under the terms of such award.
(iv)	Unless otherwise provided by the E.C.C. (including, without limitation, pursuant to Section 7(a)), a prorated award under subsections (i), (ii), or (iii) of this Section 7(c) shall be the award, if any, that the Participant would have earned and been paid had he or she continued in employment through the end of the Performance Period, determined without regard to any individual performance factors, and (except in the case of an award opportunity expressed as a percentage of actual base salary earnings

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during the Performance Period) multiplied by a fraction, the numerator of which is the number of days for which the Participant was employed during such Performance Period and the denominator of which is the total number of days in the Performance Period, and further reduced, as applicable, under Section 7(b). Any such prorated award shall be paid, if at all, at the same time other awards for such Performance Period are paid, in accordance with Section 8.

(v)

In the event of termination of employment for cause, as defined and determined by the E.C.C. in its sole discretion, no payment shall be made with regard to any prior or current Performance Period.

	The provisions in this Section 7 are subject to the terms of any employment agreement, severance agreement or severance plan applicable to any one or more participants and in the event of any conflict, such terms shall control payment.
8.	Payment of Awards
	As soon as practicable after the end of each Performance Period and the valuation of the award for such Performance Period, but in no event later than two and one-half (21/2) months after the later of the end of the calendar year or the fiscal year of the Company in which such Performance Period ends, payment (including, for the avoidance of doubt, any prorated payment made pursuant to Section 7) shall be made in cash with respect to the award earned by each Participant for such Performance Period. Any such payment shall be subject to applicable withholding as set forth in Section 16 below. Payments hereunder are intended to constitute short-term deferrals exempt from Section 409A and shall be construed and administered accordingly.
9.	Deferral of Award
	Participants who are designated by the E.C.C. as being eligible to participate in the TJX General Deferred Compensation Plan or the Executive Savings Plan may elect under such plan to defer all or a portion of their awards solely to the extent (1) permitted under the terms of the General Deferred Compensation Plan and the Executive Savings Plan at the time a deferral election with respect to amounts otherwise payable hereunder is required to be irrevocably made under the terms of such plans, and (2) consistent with the requirements of Section 409A. If a Participant has an effective salary reduction agreement in place under the Company’s General Savings/Profit Sharing Plan, any similar U.S. tax-qualified pension plan, or any pension or retirement plan maintained outside the U.S. for the benefit of any employees of the Company, amounts will be withheld from any payment made hereunder to the extent, and solely to the extent,

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	provided in such plan and consistent with the requirements, to the extent applicable, of Section 409A.
10.	Designation of Beneficiary

(a)

Subject to applicable law, each Participant shall have the right to file with the human resources/benefits administrator in the relevant jurisdiction who has been appointed by the Company to administer the provisions of this Section 10 for such jurisdiction (the “applicable administrator”) a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amount, if any, payable under the Plan upon his or her death. A Participant may from time to time revoke or change his or her beneficiary by filing a new designation with the applicable administrator. The last such designation received by the applicable administrator shall be controlling, provided, however, that no designation change or revocation thereof shall be effective unless received by the applicable administrator prior to the Participant’s death and in no event shall it be effective as of a date prior to receipt.

(b)

If no such beneficiary designation is in effect at the time of a Participant’s death, or if no designated beneficiary survives the Participant, or if such designation conflicts with law, the payment of the amount, if any, payable under the Plan upon his or her death shall be made to the Participant’s estate. If the applicable administrator is in doubt as to the right of any person to receive any amount, the applicable administrator may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the applicable administrator may pay such amount into any court of appropriate jurisdiction, and such payment shall be a complete discharge of the liability of the Plan, the Company, and the applicable administrator therefor.

	All determinations necessary to construe or effectuate this Section 10 shall be made by the Company.
11.	Notices
	Each Participant whose employment relationship with the Company has terminated, either voluntarily or involuntarily, shall be responsible for furnishing the human resources/benefits administrator in the relevant jurisdiction who has been appointed by the Company to administer the provisions of this Section 11 for such jurisdiction with the current and proper address for the mailing of notices and the delivery of agreements and payments. Any notice required or permitted to be given shall be deemed given if directed to the person to whom addressed at such address and mailed by regular United States

7

	mail, first-class and prepaid. If any item mailed to such address is returned as undeliverable to the addressee, mailing shall be suspended until the Participant furnishes the proper address.
12.	Rights of Participants
	Nothing contained in the Plan and no action taken pursuant to the Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant or his or her legal representative or designated beneficiary, or other persons.
	If and to the extent that any Participant or his or her legal representative or designated beneficiary, as the case may be, acquires a right to receive any payment from the Company pursuant to the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.
13.	No Employment Rights
	Nothing in this Plan or any other document describing or referring to this Plan shall be deemed to confer on any Participant the right to continue in the employ of the Company or his or her respective employer or affect the right of such employer to terminate the employment of any such person with or without cause.
14.	Certain Payments Upon a Change of Control
	If, upon a Change of Control of TJX, amounts payable or that would or might be payable in respect of an individual under the Plan instead are paid to such individual or his or her estate or beneficiary pursuant to any change of control severance plan or agreement, or any similar plan, agreement or arrangement, to which the Company is a party, payments in respect of such individual hereunder shall be reduced pro tanto.
15.	Nonalienation of Award
	No amounts or other rights under the Plan shall be sold, transferred, assigned, pledged, or otherwise disposed of or encumbered by a Participant, except as provided herein, and shall not be subject to attachment, garnishment, execution, or other creditor’s processes.

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16.	Withholding Taxes
	The Company shall have the right to deduct withholding taxes from any payments made pursuant to the Plan, or make such other provisions as it deems necessary or appropriate to satisfy its obligations to withhold federal, state, or local income or other taxes incurred by reason of payments pursuant to the Plan.
17.	Termination, Amendment and Modification
	The E.C.C. or the Board of Directors of TJX may from time to time amend, modify, or discontinue the Plan or any provision hereof. No amendment to or discontinuance or termination of the Plan, shall, without the written consent of the Participant, adversely affect any rights of such Participant that have vested. This Plan shall continue until terminated by the E.C.C. or the Board of Directors of TJX.
18.	Headings and Captions
	The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
19.	Controlling Law
	This Plan shall be construed and enforced according to the laws of the Commonwealth of Massachusetts, to the extent not preempted by Federal law, which shall otherwise control.
20.	Miscellaneous Provisions

(a)

All costs and expenses involved in administering the Plan as provided herein, or incident thereto, shall be borne by the Company.

(b)

The E.C.C. may, in its sole discretion, reduce or eliminate awards granted or money payable to any Participant or all Participants if it determines that such awards or payment may cause the Company to violate any applicable law, regulation, controls, or guidelines. Such reduction or elimination may be made notwithstanding that the possible violation might be eliminated by reducing or not increasing compensation or benefits of other associates, it being the intent of the Plan not to inhibit the discretion of the Company to provide such forms and amounts of compensation and benefits to employees as it deems advisable.

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21.

Awards to Certain Officers

The provisions of this Section 21 shall apply, notwithstanding any other provision of the Plan to the contrary, in the case of any award made to a person expected to be described in Section 162(m) at the time the award is to be paid, as determined by the E.C.C. at the time of the award. In the case of any such award: (a) Performance Criteria shall be based on any one or more of the following (on a consolidated, divisional, line of business, geographical or area of executive’s responsibilities basis): one or more items of or within (i) sales, revenues, assets or expenses; (ii) earnings, income or margins, before or after deduction for all or any portion of interest, taxes, depreciation, amortization, or such other items as the E.C.C. may determine at the time the Performance Criteria are preestablished (within the meaning of Section 162(m)), whether or not on a continuing operations and aggregate or per share basis; (iii) return on investment, capital, assets, sales or revenues; and (iv) stock price; (b) unless otherwise determined by the E.C.C. in a manner that is consistent with the requirement that the Performance Goals be preestablished within the meaning of, and that the Award otherwise comply with the performance-based compensation exemption under, Section 162(m), the specific Performance Goals established by the E.C.C. with respect to any Award shall be subject to mandatory adjustment where such Performance Goal is affected by any of the following objectively determinable factors occurring after the Performance Goal has been established by the E.C.C., such that performance with respect to such Performance Goal for such Award shall be determined without regard to such factor: (i) any change in, or elimination or addition of, an accounting standard or principle, or any change in the interpretation thereof, whether identified as a change, error, correction or otherwise denominated, by the FASB, the SEC or its staff, the PCAOB, or other competent accounting or regulatory body, as determined by the E.C.C., (ii) any change in laws, rules, regulations or other interpretations or guidance issued by a competent regulatory body if the effect of such change would be to affect the financial measure by more than 1% (as objectively determined by the E.C.C.), (iii) any acquisition or disposition by the Company of a business or portion thereof, however structured, if the effect of such acquisition or disposition would be to affect the financial measure by more than 1% (as objectively determined by the E.C.C.), and (iv) any other objectively determinable factor that is specified by the E.C.C. within 90 days of the commencement of the applicable performance period (or within the first one-quarter of the applicable performance period, if shorter); (c) the maximum amount payable under any Plan award to any such individual shall be $5,000,000; (d) no payment shall be made under the award unless the applicable Performance Goals, which shall have been preestablished within the meaning of Section 162(m), have been met, nor shall any such payment be made until the E.C.C. certifies in accordance with Section 162(m) that such Goals have been met; and (e) those provisions of the Plan generally applicable to awards hereunder which give to the E.C.C. or any other person discretion to modify the award after the establishment and grant of the award, or which if applied to an award described in this Section 21 might otherwise

10

cause such award to fail to qualify as a performance-based award under Section 162(m) shall be deemed inapplicable to the extent (but only to the extent) the retention of such discretion by such person or the application of such provision would be deemed inconsistent with qualification of the award as performance-based under Section 162(m).

     IN WITNESS WHEREOF, the Company has caused the Plan to be executed, effective as of March 5, 2010.

ATTEST/WITNESS
/s/Julio C. Mantilla	THE TJX COMPANIES, INC
Print Name: Julio C. Mantilla
	By:	/s/ Greg Flores
	Print Name:	Greg Flores
	Title:	Executive Vice President, Chief Human Resources Officer
	Date:	May 26, 2010

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EX-10.12

Exhibit 10.12

THE TJX COMPANIES, INC.
LONG RANGE PERFORMANCE INCENTIVE PLAN

Amendment

     Pursuant to Section 12 of The TJX Companies, Inc. Long Range Performance Incentive Plan (as amended, the “Plan”), the Plan is hereby amended as follows:

1. The first paragraph of Section 7(a) is hereby amended to read in its entirety as follows, effective for Performance Cycles commencing after January 29, 2010 in the case of any Award subject to the provisions of Section 16 of the Plan, and otherwise effective as to Award determinations made after the date hereof:

“Upon completion of each Performance Cycle, the Committee shall review performance relative to Performance Goals, and determine the value of the Awards for each Performance Cycle, subject to the approval of the President of TJX and/or the Chairman of the Committee.”

2. Subsection (b) of Section 16 is hereby amended, effective for Performance Cycles commencing after January 29, 2010, by replacing “(as determined by the Committee based on advice from its outside auditors)” in clause (ii) and “(as determined by the Committee based on advice from the Company’s outside auditor)” in clause (iii), in each case, with “(as objectively determined by the Committee)”.

     IN WITNESS WHEREOF, The TJX Companies, Inc. has caused this Amendment to be executed in its name and behalf by its officer thereunto duly authorized.

THE TJX COMPANIES, INC.
By:	/s/ Jeffrey G. Naylor
Title: Chief Financial and Administrative Officer

Dated: February 2, 2010

EX-10.13

Exhibit 10.13

THE TJX COMPANIES, INC.
LONG RANGE PERFORMANCE INCENTIVE PLAN

(As amended and restated effective as of March 5, 2010)

THE TJX COMPANIES, INC.
LONG RANGE PERFORMANCE INCENTIVE PLAN

Table of Contents

1. Purpose	1
2. Definitions	1
3. Term	1
4. Plan Administration	1
5. Eligibility and Target Award	1
6. Award Goals	2
7. Determination of Awards	2
8. Payment	4
9. Transferability	4
10. Designation of Beneficiary	4
11. Change of Control; Mergers, etc.	5
12. Amendment and Modification	6
13. Withholding Taxes	6
14. Future Rights	6
15. Controlling Law	6
16. Awards to Certain Officers	6

THE TJX COMPANIES, INC.
LONG RANGE PERFORMANCE INCENTIVE PLAN

1.	Purpose
	The purpose of The TJX Companies, Inc. Long Range Performance Incentive Plan (the “Plan”) is to promote the long-term success of The TJX Companies, Inc. (the “Company”) and its shareholders by providing competitive incentive compensation to those officers and selected employees upon whose judgment, initiative, and efforts the Company depends for its profitable growth.
2.	Definitions
	Reference is hereby made to the Company’s 1986 Stock Incentive Plan (the “1986 Plan”). Terms defined in the 1986 Plan and not otherwise defined herein are used herein with the meanings so defined.
3.	Term
	The plan shall be effective as of January 25, 1992 (the start of fiscal year 1993), and the Plan shall remain in effect until terminated by the Company’s Board of Directors (the “Board”). The effective date of this amendment and restatement of the Plan shall be March 5, 2010.
4.	Plan Administration
	The Plan shall be administered by the same Committee that administers the 1986 Plan. The Committee shall have full and exclusive power to interpret the Plan and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, consistent with the 1986 Plan.
5.	Eligibility and Target Award
	Any key employee (an “Employee”) of the Company or any of its Subsidiaries who could receive an award under the 1986 Plan shall be eligible to receive awards under the Plan.
	At the commencement of each performance cycle (the “Performance Cycle”), which shall be a two-year or a three-year cycle as specified by the Committee at the commencement of such Performance Cycle, the Committee shall designate those who will participate in the Plan (the “Participants”) and their target awards (the “Awards”).

1

	Subsequent to the commencement of a Performance Cycle, the Committee may, in special circumstances, designate additional Participants and their target Awards for such Performance Cycle.
6.	Award Goals
	At the commencement of each Performance Cycle, the Committee shall set one or more performance goals (the “Performance Goals”) for such Performance Cycle, the relative weight to be given to each Performance Goal, and a schedule for determining payments if actual performance is above or below the goal. For the Performance Cycles for fiscal years 1995-1997 and thereafter, Awards shall not provide for any minimum payment; however, the Committee for each such Cycle shall establish a maximum (not to exceed 150%) of the Award which may be earned. No Participant (or beneficiary or estate of a Participant) shall be entitled to an award under the Plan until the Committee has approved all of the terms of the award applicable to such Participant for the Performance Cycle, including as set forth in this Section 6, and then any such entitlement shall be only in accordance with such terms and the Plan.
	At any time designated by the Committee during a Performance Cycle or thereafter, but prior to Award payment, appropriate adjustments in the goals may be made by the Committee to avoid undue windfalls or hardships due to external conditions outside the control of management, nonrecurring or abnormal items, or other matters as the Committee shall, in its sole discretion, determine appropriate to avoid undue windfalls or hardships.
	As soon as practicable after the end of the Performance Cycle, the Committee shall determine what portion of each Award has been earned in accordance with Section 7(a). The Award payment shall be paid in cash in accordance with Section 8.
7.	Determination of Awards

(a)	Upon completion of each Performance Cycle, the Committee shall review performance relative to Performance Goals, and determine the value of the Awards for each Performance Cycle, subject to the approval of the President of TJX and/or the Chairman of the Committee.
	Achievement of Performance Goals shall result in payment of the target Award. Failure to achieve Performance Goals will result in a decrease or elimination of the Participant’s Award. Exceeding Performance Goals will result in an increased Award.
	Performance Goal Awards may be adjusted upward or downward by the Committee due to special circumstances or individual performance review. Without limiting the generality of the foregoing, the Committee may reduce or eliminate (i) Awards to Participants receiving “Needs Improvement” performance

2

	ratings, and (ii) awards otherwise payable to Participants who were on a leave of absence for any portion of the applicable Performance Cycle.
(b)	If an employee becomes a Participant after the beginning of a Performance Cycle, the Award payable to him or her shall be prorated in accordance with the portion of the Performance Cycle in which he or she is a Participant.
(c)	In the event of termination of employment of a Participant for any reason prior to the last day of the Performance Cycle, a Participant thereafter shall have no further rights under the Plan and shall not be entitled to payment of any Award, except as follows (and subject to the last sentence of this Section 7):

(i)	If, prior to the last day of the Performance Cycle, a Participant’s employment terminates by reason of death, the beneficiary or estate of the Participant (as determined under Section 10) shall be entitled to a prorated Award under Section 7(c)(iv).
(ii)	If, prior to the last day of the Performance Cycle, a Participant’s employment is terminated by the Company by reason of Disability, the Participant (or, if the Participant is deceased, the beneficiary or estate of a Participant, as determined under Section 10) shall be entitled to a prorated Award under Section 7(c)(iv). “Disability” shall mean disability as determined in accordance with the standards and procedures similar to those used under the Company’s long term disability program, and subject to any applicable legal or regulatory requirements in the relevant jurisdictions.
(iii)	If termination of employment occurs (A) by reason of normal retirement under a retirement plan of the Company, (B) with the consent of the Company, or (C) after the commencement of a Performance Cycle but before an award was (or would have been) granted to the Participant for such Performance Cycle, the Committee may, in its sole discretion, value and direct that all or some portion of the Award that was (or would have been) granted to the Participant for the Performance Cycle be deemed earned and payable, taking into account the duration of employment during the Performance Cycle, the Participant’s performance, and other matters as the Committee shall deem appropriate. Notwithstanding the foregoing, no participant will be deemed to have a nonforfeitable right to payment of any prorated Award under this section 7(c)(iii) until the end of such Performance Cycle, and then only to the extent provided under the terms of such Award.
(iv)	Unless otherwise provided by the Committee (including, without limitation, pursuant to Section 7(a)), a prorated Award under subsections (i), (ii), or (iii) of this Section 7(c) shall be the Participant’s target Award,

3

if any, for each Performance Cycle that begins before and ends after the date of termination, and multiplied by a fraction, the numerator of which is the number of full months in such Cycle completed prior to such termination and the denominator of which is the total number of full months in such Cycle, and further reduced, as applicable, under Section 7(b). Any such prorated Award shall be paid, if at all, in accordance with Section 8.

(v)

In the event of termination of employment for cause, as defined and determined by the Committee in its sole discretion, no payment shall be made with regard to any prior or current Performance Cycle.

The provisions in this Section 7 are subject to the terms of any employment agreement, severance agreement or severance plan applicable to any one or more participants and in the event of any conflict, such terms shall control payment.

8.	Payment
	As soon as practicable after the end of each Performance Cycle and the valuation of the award for such Performance Cycle, but in no event later than two and one-half (2 1/2) months after the later of the end of the calendar year or the fiscal year of the Company in which such Performance Cycle ends, payment (including, for the avoidance of doubt, any prorated payment made pursuant to Section 7 that is based on actual performance for a Performance Cycle) shall be made in cash with respect to the award earned by each Participant for such Performance Cycle; provided, that any prorated target Award under Section 7(c)(iv) shall be paid at the same time other Awards are paid for the next completed Performance Cycle following termination of employment (without regard to the Performance Cycle to which such Award relates). Any such payment shall be subject to applicable withholding as set forth in Section 13 below. Payments hereunder are intended to constitute short-term deferrals exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder and shall be construed and administered accordingly.
9.	Transferability
	Awards under the Plan will be nontransferable and shall not be assignable, alienable, saleable or otherwise transferable by the Participant other than by will or the laws of descent and distribution.
10.	Designation of Beneficiary

(a) Subject to applicable law, each Participant shall have the right to file with the human resources/benefits administrator in the relevant jurisdiction who has been appointed by the Company to administer the provisions of this Section 10 for such jurisdiction (the “applicable administrator”) a written designation of one or more

4

persons as the beneficiary(ies) who shall be entitled to receive the amount, if any, payable under the Plan upon his or her death. A Participant may from time to time revoke or change his or her beneficiary by filing a new designation with the applicable administrator. The last such designation received by the applicable administrator shall be controlling, provided, however, that no designation change or revocation thereof shall be effective unless received by the applicable administrator prior to the Participant’s death and in no event shall it be effective as of a date prior to receipt.

(b)

If no such beneficiary designation is in effect at the time of a Participant’s death, or if no designated beneficiary survives the Participant, or if such designation conflicts with law, the payment of the amount, if any, payable under the Plan upon his or her death shall be made to the Participant’s estate. If the applicable administrator is in doubt as to the right of any person to receive any amount, the applicable administrator may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the applicable administrator may pay such amount into any court of appropriate jurisdiction, and such payment shall be a complete discharge of the liability of the Plan, the Company, and the applicable administrator therefor.

	All determinations necessary to construe or effectuate this Section 10 shall be made by the Company.
11.	Change of Control; Mergers, etc.

(a)

In the event the Company undergoes a Change of Control as defined in the 1986 Plan, this Plan shall automatically terminate and within 30 days following such Change of Control, whether or not a Participant’s employment has been terminated, the Company shall pay to the Participant the following in a lump sum in full payment of his or her Award:

An amount with respect to each Performance Cycle for which the Participant has been designated as a Plan Participant equal to 50 percent of the product of (i) the maximum Award for the Participant for such Performance Cycle and (ii) a fraction, the denominator of which is the total number of fiscal years in the Performance Cycle and the numerator of which is the number of fiscal years which have elapsed in such Performance Cycle prior to the Change of Control (for purposes of this fraction, if the Change of Control occurs during the first quarter of a fiscal year, then one quarter of the fiscal year shall be deemed to have lapsed prior to the Change of Control, and if the Change of Control occurs after the first quarter of the fiscal year, then the full fiscal year shall be deemed to have elapsed prior to the Change of Control). For purposes of this paragraph (a), the Valuation Date shall be the day preceding the date of the Change of Control. This paragraph (a) shall not apply to any Participant whose rights under this Plan upon a Change of Control are governed by another agreement or plan.

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(b) In the event of a merger or consolidation with another company or in the event of a liquidation or reorganization of the Company, other than any merger, consolidation, reorganization or other event that constitutes a Change of Control, the Committee may in its sole discretion determine whether to provide for adjustments and settlements of Awards. The Committee may make such determination at the time of the Award or at a subsequent date.

12.	Amendment and Modification
	The Board may from time to time amend, modify, or discontinue the Plan or any provision hereof. No such amendment to, or discontinuance, or termination of the Plan shall, without the written consent of a Participant, adversely affect any rights of such Participant under an outstanding Award.
13.	Withholding Taxes
	The Company shall have the right to deduct withholding taxes from any payments made pursuant to the Plan, or make such other provisions as it deems necessary or appropriate to satisfy its obligations for withholding federal, state, or local income or other taxes incurred by reason of payments pursuant to the Plan.
	Participants may elect in a writing furnished to the Committee prior to the Valuation Date to satisfy their federal tax obligations with respect to any shares paid hereunder by directing the Company to withhold an equivalent value of shares.
14.	Future Rights
	No person shall have any claim or rights to be granted an Award under the Plan, and no Participant shall have any rights under the Plan to be retained in the employ of the Company.
	If and to the extent that any Participant or his or her legal representative or designated beneficiary, as the case may be, acquires a right to receive any payment from the Company pursuant to the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.
15.	Controlling Law
	This Plan shall be construed and enforced according to the laws of the Commonwealth of Massachusetts, to the extent not preempted by Federal law, which shall otherwise control.
16.	Awards to Certain Officers
	The provisions of this Section 16 shall apply, notwithstanding any other provision of the Plan to the contrary, in the case of any Award made to a person expected to be described

6

in Section 162(m) of the Internal Revenue Code (“Section 162(m)”) at the time the Award is to be paid, as determined by the Committee at the time of the Award. In the case of any such Award: (a) Performance Goals shall be based on any one or more of the following (on a consolidated, divisional, line of business, geographical or area of executive’s responsibilities basis): one or more items of or within (i) sales, revenues, assets or expenses; (ii) earnings, income or margins, before or after deduction for all or any portion of interest, taxes, depreciation, amortization, or such other items as the Committee may determine at the time the Performance Goals are preestablished (within the meaning of Section 162(m)), whether or not on a continuing operations and aggregate or per share basis; (iii) return on investment, capital, assets, sales or revenues; and (iv) stock price; (b) unless otherwise determined by the Committee in a manner that is consistent with the requirement that the Performance Goals be preestablished within the meaning of, and that the Award otherwise comply with the performance-based compensation exemption under, Section 162(m), the specific Performance Goals established by the Committee with respect to any Award shall be subject to mandatory adjustment where such Performance Goal is affected by any of the following objectively determinable factors occurring after the Performance Goal has been established by the Committee, such that performance with respect to such Performance Goal for such Award shall be determined without regard to such factor: (i) any change in, or elimination or addition of, an accounting standard or principle, or any change in the interpretation thereof, whether identified as a change, error, correction or otherwise denominated, by the FASB, the SEC or its staff, the PCAOB, or other competent accounting or regulatory body, as determined by the Committee, (ii) any change in laws, rules, regulations or other interpretations or guidance issued by a competent regulatory body if the effect of such change would be to affect the financial measure by more than 1% (as objectively determined by the Committee), (iii) any acquisition or disposition by the Company of a business or portion thereof, however structured, if the effect of such acquisition or disposition would be to affect the financial measure by more than 1% (as objectively determined by the Committee), and (iv) any other objectively determinable factor that is specified by the Committee within 90 days of the commencement of the applicable performance period (or within the first one-quarter of the applicable performance period, if shorter); (c) the maximum amount payable under any Plan Award to any such individual shall be $5,000,000; (d) no payment shall be made under the Award unless the applicable Performance Goals, which shall have been preestablished within the meaning of Section 162(m), have been met, nor shall any such payment be made until the Committee certifies in accordance with Section 162(m) that such Goals have been met; and (e) those provisions of the Plan generally applicable to Awards hereunder which give to the Committee or any other person discretion to modify the Award after the establishment and grant of the Award, or which if applied to an Award described in this Section 16 might otherwise cause such Award to fail to qualify as a performance-based award under Section 162(m), shall be deemed inapplicable to the extent (but only to the extent) the retention of such discretion by such person or the application of such provision would be deemed inconsistent with qualification of the Award as performance-based within the meaning of Section 162(m).

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     IN WITNESS WHEREOF, the Company has caused the Plan to be executed, effective as of March 5, 2010.

ATTEST/WITNESS

/s/Julio C. Mantilla	THE TJX COMPANIES, INC
Print Name: Julio C. Mantilla
	By:	/s/ Greg Flores
	Print Name:	Greg Flores
	Title:	Executive Vice President, Chief Human Resources Officer
	Date:	May 26, 2010

8

EX-10.14

Exhibit 10.14

THE TJX COMPANIES, INC.
EXECUTIVE SAVINGS PLAN

(2010 Restatement)

TABLE OF CONTENTS

ARTICLE	PAGE
PURPOSE; BACKGROUND		1
PART A: 409A PLAN
ARTICLE 1. DEFINITIONS		3
1.1. “Account”		3
1.2. “Administrator”		3
1.3. “Basic Deferral Account”		3
1.4. “Bonus Deferral Account”		3
1.5. “Beneficiary”		3
1.6. “Change of Control”		3
1.7. “Company”		3
1.8. “Code”		3
1.9. “Designated Executive”		3
1.10. “Director”		3
1.11. “Disability”		3
1.12. “Effective Date”		4
1.13. “Elective Deferral”		4
1.14. “Eligible Basic Compensation”		4
1.15. “Eligible Bonus”		4
1.16. “Eligible Deferrals”		4
1.17. “Eligible Individual”		5
1.18. “Employee”		5
1.19. “Employer”		5
1.20. “Employer Credit Account”		5
1.21. “Employer Credits”		5
1.22. “Enhanced Matching Credits”		5
1.23. “ERISA”		5
1.24. “MIP (Corporate)”		5
1.25. “Participant”		5

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ARTICLE	PAGE
1.26. “Period of Participation”		5
1.27. “Plan”		6
1.28. “Plan Year”		6
1.29. “Section 162(m)”		6
1.30. “Section 409A”		6
1.31. “Separation from Service”		6
1.32. “Specified Employee”		6
1.33. “Supplemental Employer Credits”		6
1.34. “Unforeseeable Emergency”		6
ARTICLE 2. ELIGIBILITY AND PARTICIPATION		7
2.1. Eligibility to Participate		7
2.2. Termination of Eligibility		7
ARTICLE 3. CREDITS		8
3.1. Timing and Form of Compensation Deferrals		8
3.2. Limit on Elective Deferrals		9
3.3. Employer Credits		10
3.4. Vesting of Employer Credit Accounts		15
ARTICLE 4. ADJUSTMENTS TO ACCOUNTS; DEEMED INVESTMENTS		16
4.1. Deemed Investment Experience		16
4.2. Distributions and Withdrawals		16
4.3. Notional Investment of Accounts		16
4.4. Expenses		17
ARTICLE 5. ENTITLEMENT TO AND TIMING OF DISTRIBUTIONS		18
5.1. Timing of Distributions as a result of Separation from Service, Death		18
5.2. Unforeseeable Emergency		20
ARTICLE 6. AMOUNT AND FORM OF DISTRIBUTIONS		22
6.1. Amount of Distributions		22
6.2. Form of Payment		23
6.3. Death Benefits		24
ARTICLE 7. BENEFICIARIES; PARTICIPANT DATA		25
7.1. Designation of Beneficiaries		25

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ARTICLE	PAGE
7.2. Available Information; Missing Persons		25
ARTICLE 8. ADMINISTRATION		26
8.1. Administrative Authority		26
8.2. Litigation		26
8.3. Claims Procedure		26
ARTICLE 9. AMENDMENT		27
9.1. Right to Amend		27
9.2. Amendments to Ensure Proper Characterization of Plan		27
ARTICLE 10. TERMINATION		28
10.1. Right of the Company to Terminate or Suspend Plan		28
10.2. Allocation and Distribution		28
ARTICLE 11. MISCELLANEOUS		29
11.1. Limitation on Liability of Employer		29
11.2. Construction		29
11.3. Taxes		29
11.4. Section 409A Transition Relief		30
11.5. Spendthrift Provision		30

Exhibit A — Definition of “Change of Control”

PART B: GRANDFATHERED PLAN

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THE TJX COMPANIES, INC.
EXECUTIVE SAVINGS PLAN

PURPOSE; BACKGROUND

     The TJX Companies, Inc. Executive Savings Plan (the “Plan”) is intended to provide a means whereby eligible employees and directors may defer compensation that would otherwise be received on a current basis and the Employer may credit certain additional amounts on a deferred basis for the benefit of participating Employees. The Plan, as it applies to Employees, is intended to be an unfunded “top-hat” plan under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan consists of two parts: The TJX Companies, Inc. 409A Executive Savings Plan (the “409A Plan”) and The TJX Companies, Inc. Executive Savings Plan as restated effective October 1, 1998 and as in effect on October 3, 2004 (the “Grandfathered Plan”). The 409A Plan was previously restated effective as of January 1, 2008, and is further amended, restated, and continued, effective as of January 1, 2010, as provided herein.

     The 409A Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and guidance issued thereunder and shall be interpreted and administered in a manner consistent with such requirements. For the avoidance of doubt, the terms of the 409A Plan shall apply to benefits accrued on or after January 1, 2005 and benefits accrued but not vested as of December 31, 2004 under the Grandfathered Plan. The terms of the 409A Plan are set forth as Part A below.

     All benefits accrued and vested as of December 31, 2004 and not materially modified after October 3, 2004, plus notional earnings thereon (the “Grandfathered Benefit Amount”) shall be grandfathered for purposes of Code Section 409A and shall be governed by The TJX Companies, Inc. Executive Savings Plan as it was in effect on October 3, 2004. The Grandfathered Plan is frozen as of December 31, 2004. No additional benefit shall accrue after December 31, 2004 under the Grandfathered Plan (except, for the avoidance of doubt, the continued deferral of any previously deferred Grandfathered Benefit Amounts) and no individual not a Participant as of December 31, 2004 shall thereafter become a Participant in the Grandfathered Plan. The Grandfathered Plan has not been materially modified after October 3, 2004, and a copy of the Grandfathered Plan as it was in effect immediately prior to the Effective

Date is attached as Part B. Part B memorializes the methodology for calculating, in accordance with applicable provisions of the Grandfathered Plan, the Grandfathered Benefit Amount credited to each Participant under the Grandfathered Plan.

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PART A

THE TJX COMPANIES, INC. 409A EXECUTIVE SAVINGS PLAN

Article 1. Definitions

     1.1. “Account” means any or all, as the context requires, of a Participant’s or Beneficiary’s Basic Deferral Account, Bonus Deferral Account and/or Employer Credit Account.

     1.2. “Administrator” means the Executive Compensation Committee of the Board of Directors of the Company. The Executive Compensation Committee may delegate to one or more Employees, including a committee, such powers and responsibilities hereunder as it deems appropriate, in which case the term “Administrator” shall include the person or persons to whom such delegation has been made, in each case during the continuation of and to the extent of such delegation.

     1.3. “Basic Deferral Account” means the unfunded book-entry account maintained by the Administrator to reflect that portion of a Participant’s balance under the Plan which is attributable to his or her Elective Deferrals attributable to deferred Eligible Basic Compensation.

     1.4. “Bonus Deferral Account” means the unfunded book-entry account maintained by the Administrator to reflect that portion of a Participant’s balance under the Plan which is attributable to his or her Elective Deferrals attributable to deferred Eligible Bonuses.

     1.5. “Beneficiary” means a Participant’s beneficiary determined in accordance with the provisions of Article 7.

     1.6. “Change of Control” means a Change of Control as defined in Exhibit A hereto.

     1.7. “Company” means The TJX Companies, Inc.

     1.8. “Code” means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time to time.

     1.9. “Designated Executive” means a Participant, of any age, who is a Senior Executive Vice President of the Company or above, or any other Participant designated by the Administrator as a “Designated Executive” hereunder from time to time.

     1.10. “Director” means a member of the Board of Directors of the Company.

     1.11. “Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to

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result in death or can be expected to last for a continuous period of not less than twelve (12) months, all within the meaning of Section 409A.

     1.12. “Effective Date” means January 1, 2010.

     1.13. “Elective Deferral” is defined in Section 3.1.

     1.14. “Eligible Basic Compensation” means, with respect to any Plan Year: (i) the base salary payable by the Employer to an Employee Participant during the Plan Year in respect of services performed during the Plan Year, determined before reduction for deferrals under any qualified or nonqualified plan (including, without limitation, the Plan); (ii) in the case of Directors, annual retainers and/or meeting fees payable in the Plan Year in respect of services performed during the Plan Year; and (iii) to the extent provided by the Administrator, other cash compensation payable in the Plan Year in respect of services performed during the Plan Year.

     1.15. “Eligible Bonus” means a cash bonus payable on or after January 1, 2009 pursuant to one or more of the Company’s annual and long-term incentive bonus plans, subject to such exceptions as the Administrator may determine prior to the deadline for any Elective Deferral that might be affected by such determination.

     1.16. “Eligible Deferrals” means (a) in the case of any Participant who is an Employee, who is a Vice President or higher, Elective Deferrals attributable to Eligible Basic Compensation with respect to a Plan Year not in excess of ten percent (10%) of the Participant’s Eligible Basic Compensation, and (b) in the case of any Participant who is an Employee with a title of Assistant Vice President or Buyer III, and any Participant who is an Employee with a title below Assistant Vice President or Buyer III who previously held the title of Assistant Vice President or Buyer III and has been selected by the Administrator (in its sole discretion) for eligibility for Employer Credits under the Plan, Elective Deferrals attributable to Eligible Basic Compensation with respect to a Plan Year not in excess of five percent (5%) of the Participant’s Eligible Basic Compensation. Notwithstanding the preceding, in the case of any Participant who is a Director, any Participant who is an Employee and who is eligible for Category A Key Employee Benefits or Category B Key Employee Benefits under the Company’s Supplemental Executive Retirement Plan, as from time to time in effect, and any Participant who is an Employee with a title below Assistant Vice President or Buyer III who is eligible to participate in the Plan but not described in subclause (b) above, none of the Elective Deferrals deferred under the Plan shall

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constitute Eligible Deferrals. For the avoidance of doubt, no Elective Deferral shall constitute an Eligible Deferral to the extent it relates to remuneration other than Eligible Basic Compensation.

     1.17. “Eligible Individual” means, for any Plan Year (or applicable portion thereof) commencing on or after the Effective Date, an Employee or a Director who is determined by the Administrator to be eligible to participate in the Plan consistent with the intended purpose of the Plan as set forth in the “RECITALS” above.

     1.18. “Employee” means an employee of an Employer.

     1.19. “Employer” means The TJX Companies, Inc. and its subsidiaries.

     1.20. “Employer Credit Account” means the unfunded book-entry account maintained by the Administrator to reflect that portion, if any, of a Participant’s balance under the Plan which is attributable to Employer Credits allocable to the Participant.

     1.21. “Employer Credits” is defined in Section 3.3.

     1.22. “Enhanced Matching Credits” means those Employer Credits allocated to Participants under subsections (a) and (b) of Sections 3.3, either (A) by reason of a Participant having a specified title and having attained age 50 or above, or (B) by reason of a Participant being a Designated Executive.

     1.23. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     1.24. “MIP (Corporate)” means (i) in the case of Participants other than those whose compensation is expected to be subject to Section 162(m) (as determined by the Administrator) (“Section 162(m) Employees”), the Management Incentive Plan award program for a fiscal year of the Company as applied to Employees (other than Section 162(m) Employees) whose performance is measured by corporate-level performance of the Company and its subsidiaries, and (ii) in the case of Section 162(m) Employees, the Management Incentive Plan award program for a fiscal year of the Company as applied to Section 162(m) Employees whose performance is measured by corporate-level performance of the Company and its subsidiaries.

     1.25. “Participant” means any Eligible Individual who participates in the Plan.

     1.26. “Period of Participation” means, with respect to any Participant, the period commencing with the commencement of participation in the Plan and ending on the earlier of (A) the date of a Participant’s Separation from Service, or (B) the date on which the Participant’s Accounts have been completely distributed, withdrawn or forfeited. For the avoidance of doubt,

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“Period of Participation” will commence on the date that any amounts (including, for the avoidance of doubt, any Supplemental Employer Credits) are first credited to the Account of a Participant, and can include periods before or after the Effective Date.

     1.27. “Plan” means The TJX Companies, Inc. Executive Savings Plan as set forth herein and as the same may be amended from time to time.

     1.28. “Plan Year” means the calendar year.

     1.29. “Section 162(m)” means Section 162(m) of the Code.

     1.30. “Section 409A” means Section 409A of the Code.

     1.31. “Separation from Service” and correlative terms mean a “separation from service” from the Employer, determined in accordance with Treas. Regs. § 1.409A-1(h). The Administrator may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Treas. Regs. § 1.409A-1(h) for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed part of the Plan.

     1.32. “Specified Employee” means an individual determined by the Administrator or its delegate to be a specified employee as defined in Section 409A(a)(2)(B)(i). The Administrator may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Treas. Regs. § 1.409A-1(i) for purposes of determining “specified employee” status. Any such written election shall be deemed part of the Plan.

     1.33. “Supplemental Employer Credits” is defined in Section 3.3(c).

     1.34. “Unforeseeable Emergency” shall mean an unforeseeable emergency as defined in Section 409A(a)(2)(B)(ii), including a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

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Article 2. Eligibility and Participation

     2.1. Eligibility to Participate. Each Employee or Director who is an Eligible Individual may participate in the Plan.

     2.2. Termination of Eligibility. An individual shall cease to be eligible to participate in the Plan when he or she is no longer an Eligible Individual (whether by reason of a Separation from Service or by reason of a change in job classification or otherwise) but shall again become eligible to participate if he or she again becomes an Eligible Individual. No termination of eligibility shall affect Elective Deferrals for which the applicable election deadline has passed.

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Article 3. Credits

     3.1. Timing and Form of Compensation Deferrals.

     (a) In General. A Participant may elect to defer Eligible Basic Compensation and Eligible Bonuses (any such deferral accomplished in accordance with this Section 3.1, an “Elective Deferral”) by making a timely written election in accordance with this Section 3.1. Each such election shall become irrevocable not later than the applicable election deadline. The applicable election deadline for a deferral election is such deadline as the Administrator shall establish, which deadline shall in no event be later than (except as provided at Section 3.1(b) below) the following:

     (i) with respect to Eligible Basic Compensation or Eligible Bonuses other than those described in subsection (ii) below, the last day of the calendar year preceding the calendar year in which any services relating to the deferred Eligible Basic Compensation or deferred Eligible Bonuses, as the case may be, are to be performed; and

     (ii) with respect to an Eligible Bonus, if in the Administrator’s judgment the Eligible Bonus will qualify under Section 409A as “performance-based compensation” that has not yet become readily ascertainable, the date that is six (6) months before the end of the performance period, but only if the Participant has been in continuous employment with the Employer since the later of the beginning of the performance period or the date the performance criteria are established.

In order to participate in the Plan for any Plan Year, an Eligible Individual must make an affirmative written election pursuant to this Section 3.1(a) (or Section 3.1(b), if applicable) in respect of such Plan Year by the applicable election deadline for such Plan Year; provided, however, that the Administrator may permit an Eligible Individual or Eligible Individuals to make an affirmative election in writing that remains in effect for such Plan Year and future Plan Years, unless changed or revoked prior to the applicable election deadline for the relevant Plan Year, in accordance with such rules and procedures as the Administrator may establish from time to time and consistent, in the Administrator’s judgment, with the requirements of Section 409A.

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     (b) Special Election for Certain Newly Eligible Individuals. Notwithstanding Section 3.1(a) above, an individual who first becomes an Eligible Individual after the beginning of a calendar year by reason of (i) the commencement of employment by the Company, (ii) the promotion to a position, or a designation by the Administrator, that results in the individual becoming an Eligible Individual or (iii) an election or appointment to the Board of Directors, may, if permitted by the Administrator, become a Participant for the remainder of such calendar year by executing an irrevocable deferral election (on a form prescribed by the Administrator) with respect to his or her Eligible Basic Compensation and Eligible Bonuses in respect of services to be performed following such election, provided that such election is submitted to the Administrator within thirty (30) days of the date that he or she becomes an Eligible Individual. The amount that a Participant may defer under this Section 3.1(b) with respect to Eligible Bonuses based on a specified performance period may not exceed an amount equal to the total amount of the Eligible Bonuses for the applicable performance period multiplied by the ratio of the number of days remaining in the performance period after the effective date of the election over the total number of days in the performance period applicable to the Eligible Bonuses. An individual who already participates or is eligible to participate in (including, except to the extent otherwise provided in Section 1.409A-2(a)(7) of the Treasury Regulations, an individual who has any entitlement, vested or unvested, to payments under) any other nonqualified deferred compensation plan that would be required to be aggregated with the Plan for purposes of Section 1.409A-1(c)(2) of the Treasury Regulations shall not be treated as eligible for the mid-year election rules of this Section 3.1(b) with respect to the Plan, even if he or she had never previously been eligible to participate in the Plan itself. For the avoidance of doubt, nothing in this Section 3.1(b) shall limit the availability of an election under Section 3.1(a) to the extent consistent with the requirements of Section 409A.

     3.2. Limit on Elective Deferrals. With respect to an Employee, no more than twenty percent (20%) of a Participant’s Eligible Basic Compensation for any pay period may be deferred pursuant to an election under Section 3.1. A Director who participates in the Plan may elect to defer up to one hundred percent (100%) of his or her Eligible Basic Compensation. Subject to

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the foregoing, a Participant’s deferral election in respect of Eligible Basic Compensation may specify different deferral percentages for different pay periods. Up to one hundred percent (100%) of a Participant’s Eligible Bonuses may be deferred pursuant to an election under Section 3.1. The Administrator shall establish and maintain a Basic Deferral Account and Bonus Deferral Account in the name of each Participant to which shall be credited amounts equal to the Participant’s Elective Deferrals attributable to deferred Eligible Basic Compensation and deferred Eligible Bonuses, respectively, and which shall be further adjusted as provided in Article 4 to reflect any withdrawals or distributions and any deemed earnings, losses or other charges allocable to such Account. Elective Deferrals shall be credited to a Participant’s Compensation Deferral Account or Bonus Deferral Account as soon as practicable following the date the related Eligible Basic Compensation or Eligible Bonuses, as the case may be, would have been payable absent deferral. A Participant shall at all times be 100% vested in his or her Basic Deferral Account and Bonus Deferral Account, subject to adjustment pursuant to Article 4.

     3.3. Employer Credits. The Administrator shall establish and maintain a separate Employer Credit Account in the name of each Participant to which shall be credited amounts equal to the employer credits, if any, allocable to the Participant (any such amounts credited in accordance with this Section 3.3, “Employer Credits”) and which shall be further adjusted as provided in Article 4 to reflect any withdrawals, distributions or forfeitures and any deemed earnings, losses or other charges allocable to the Employer Credit Account. The Employer Credits allocable to a Participant shall be determined as follows:

     (a) Non-Performance-Based Employer Credits. For each Plan Year, for each Participant (i) who is an Assistant Vice President, Buyer III or Vice President, (ii) who is a Senior Vice President or above under age fifty (50), or (iii) who is not eligible for the Enhanced Matching Credits described in the next sentence, the Administrator shall credit to the Participant’s Employer Credit Account an amount equal to ten percent (10%) of the Participant’s Eligible Deferrals for the Plan Year. In lieu of the credits set forth in the preceding sentence and subject to the following sentence, for each Plan Year, for each Participant who is: (i) a Senior Vice President or above, and age fifty (50) or older, or (ii) a Designated Executive, the Administrator shall credit to the Participant’s Employer Credit Account an Enhanced Matching Credit equal to the following percentage of the

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Participant’s Eligible Deferrals for the Plan Year, based on the Participant’s title and age (or, if applicable, status as a Designated Executive) as of the effective time of such credit:

Category	Percentage of Eligible Deferrals
Designated Executive		100	%
Division President (age 50 or older) (other than a Designated Executive)		25	%
Executive Vice President (age 50 or older) (other than a Designated Executive)		20	%
Senior Vice President (age 50 or older) (other than a Designated Executive)		15	%

The maximum number of Plan Years in respect of which any Participant shall be entitled to the Enhanced Matching Credits set forth in the immediately preceding sentence shall be fifteen (15). For each Plan Year after the fifteenth Plan Year for which any Participant has received such Enhanced Matching Credits, the Administrator shall credit to the Participant’s Employer Credit Account an amount equal to ten percent (10%) of the Participant’s Eligible Deferrals for the Plan Year. The non-performance-based matching credits described in this subsection (a) shall be credited to the Participant’s Employer Credit Account as of the same dates as the Eligible Deferrals to which such matching credits relate and based on the age and title or status as a Designated Executive (to the extent applicable) of the Participant as of such date; provided, however, that any Employer Credits to which a Participant, by reason of being a Designated Executive, is entitled under this subsection (a) with respect to Eligible Deferrals credited to such Participant’s Account on or after the Effective Date and prior to April 30, 2010 shall be credited (without interest) as of April 30, 2010.

     (b) Performance-Based Employer Credits at 90% or Greater Payout of MIP (Corporate) Awards.

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     (i) In General. For each Plan Year ending within a fiscal year of the Company for which MIP (Corporate) performance produces a payout at or above 90% of MIP (Corporate) target award opportunities as determined by the Administrator, the Administrator shall credit to the Employer Credit Account of each eligible Participant with a title of Assistant Vice President or Buyer III or above an amount (in addition to the credit described at Section 3.3(a) above) equal to the following percentage of the Participant’s Eligible Deferrals for the Plan Year, in each case based (to the extent applicable) on the age and title of the Participant, or status as a Designated Executive, as of the date the Eligible Deferrals to which such matching credits relate were credited pursuant to Section 3.2 above:

		Percentage of Eligible Deferrals
		(based on the percentage payout of MIP
		(Corporate) target award opportunities)
		90% Payout			100% Payout			125% Payout
		for MIP			for MIP			for MIP
		(Corporate)			(Corporate)			(Corporate)
Category	Age	awards			awards			awards
Designated Executive	N/A		50	%		100	%		150	%
Division President (other than a Designated Executive)	50 or older		25	%		50	%		75	%
	Under 50		7.5	%		15	%		30	%
Executive Vice President (other than a Designated Executive)	50 or older		15	%		30	%		50	%
	Under 50		7.5	%		15	%		30	%
Senior Vice President (other than a Designated Executive)	50 or older		12.5	%		25	%		40	%
	Under 50		7.5	%		15	%		30	%
Vice President (other than a Designated Executive)	50 or older		10	%		20	%		35	%
	Under 50		7.5	%		15	%		30	%
Assistant Vice President or Buyer III (other than a Designated Executive)	50 or older		7.5	%		15	%		20	%
	Under 50		7.5	%		15	%		15	%

The maximum number of Plan Years in respect of which any Participant shall be entitled to an Enhanced Matching Credit pursuant to the immediately preceding

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sentence shall be fifteen (15). For each Plan Year after the fifteenth Plan Year for which any Participant has received such Enhanced Matching Credits, the Administrator shall credit to the Participant’s Employer Credit Account an amount equal to the percentage of the Participant’s Eligible Deferrals for the Plan Year indicated in the table above for a Participant with the same title as such individual (or, in the case of a Designated Executive with the title of Senior Executive Vice President or higher, the title of Division President) and an age under 50.

     (ii) Pro-ration. If MIP (Corporate) performance produces a payout between ninety percent (90%) and one hundred percent (100%) of MIP (Corporate) target award opportunities, the Employer Credit described in this Section 3.2(b) shall be an amount equal to: (A) the percentage of the Participant’s Eligible Deferrals specified in the table under subsection (i) above for a ninety percent (90%) payout of MIP (Corporate) awards; plus (B) an additional amount equal to the Participant’s Eligible Deferrals, multiplied by the product of (1) the percentage-point excess of the percentage specified in such table above for a one hundred percent (100%) payout of MIP (Corporate) awards over the percentage specified for a ninety percent (90%) payout of MIP (Corporate) awards, (2) the percentage-point excess of the actual payout percentage of MIP (Corporate) target award opportunities over ninety percent (90%), and (3) ten (10). For example, if MIP (Corporate) performance is such to produce payouts equal to ninety-five percent (95%) of the MIP (Corporate) target award opportunities, the performance-based Employer Credit described in this Section 3.3(b) for a Participant under age fifty (50) (other than Designated Executives) shall be equal to the Participant’s Eligible Deferrals multiplied by 11.25% (7.5%, plus 3.75% (7.5% (15% less 7.5%), multiplied by 5% (95% less 90%), multiplied by 10)).

     If MIP (Corporate) performance produces a payout between one hundred percent (100%) and one hundred twenty-five percent (125%) of MIP (Corporate) target award opportunities, the Employer Credit described in this Section 3.2(b) shall be an amount equal to: (A) the percentage of the Participant’s Eligible Deferrals specified in the table under subsection (i) above for a one hundred percent (100%) payout of MIP (Corporate) awards; plus (B) an additional amount

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equal to the Participant’s Eligible Deferrals, multiplied by the product of (1) the percentage-point excess of the percentage specified in such table above for a one hundred twenty-five percent (125%) payout of MIP (Corporate) awards over the percentage specified for a one hundred percent (100%) payout of MIP (Corporate) awards, (2) the percentage-point excess of the actual payout percentage of MIP (Corporate) target award opportunities over one hundred percent (100%), and (3) four (4). For example, if MIP (Corporate) performance is such to produce payouts equal to one hundred twenty percent (120%) of the MIP (Corporate) target award opportunities, the performance-based Employer credit described in this Section 3.3(b) for a Participant under age fifty (50) with a title of Vice President or above (other than Designated Executives) shall be equal to the Participant’s Eligible Deferrals multiplied by 27% (15%, plus 12% (15% (30% less 15%) multiplied by 20% (120% less 100%), multiplied by 4)).

     (iii) Timing of Performance-Based Employer Credits. The performance-based Employer Credit described in this Section 3.3(b) shall be credited as soon as practicable following the close of the fiscal year and only to the Employer Credit Accounts of those Participants who were employed by the Employer on the last day of such fiscal year.

     (c) Supplemental Employer Credits. The Administrator may credit such additional amounts (whether or not such amounts are described as a percentage of Eligible Deferrals or are otherwise related to any Elective Deferrals under the Plan) to the Employer Credit Account of any Participant as the Administrator may determine in its sole discretion from time to time, and on such terms and conditions as the Administrator may specify from time to time (any such Employer Credits under this Section 3.3(c), “Supplemental Employer Credits”) . Except as provided by the Administrator, any Supplemental Employer Credits shall be subject to the same vesting and payment terms and conditions that apply to all other Employer Credits allocated to Participants under the Plan. Any alternative vesting or payment terms shall be established by the Administrator at the time such Supplemental Employer Credits are allocated to a Participant, to the extent required by Section 409A.

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     3.4. Vesting of Employer Credit Accounts. A Participant shall become vested in the balance of his or her Employer Credit Account, subject to adjustment pursuant to Article 4, in accordance with the following vesting schedule:

Completed Period of Participation	Vested Percentage
Fewer than five years		0	%
Five years or more, but fewer than ten years		50	%
Ten or more years		100	%

     Notwithstanding the foregoing, if a Participant who is 50% but not 100% vested in his or her Employer Credit Account takes an in-service withdrawal under Section 5.2, the Participant’s vested interest in his or her Employer Credit Account as of any subsequent date prior to full vesting (the “determination date”) shall be

¹/₂(AB+W) - W

     where “AB” is the balance of the Employer Credit Account as of the determination date and “W” is that portion of the withdrawal (or withdrawals, if more than one) under Section 5.2 that was attributable to the Employer Credit Account.

     In addition, a Participant will become immediately vested in his or her Employer Credit Account, subject to adjustment pursuant to Article 4, upon attainment by the Participant of age fifty-five (55), upon Separation from Service by reason of Disability or death, or upon the earlier occurrence of a Change of Control. For purposes of this Section 3.4 and for all other purposes under the Plan, a Participant shall be deemed to have Separated from Service by reason of Disability upon the earlier of the Participant’s termination of employment or the expiration of the twenty-nine (29)-month period commencing upon such Participant’s absence from work.

     Any vesting terms and conditions established by the Administrator with respect to any Supplemental Employer Credits that are different from, supplement, or otherwise modify those set forth in this Section 3.4 shall apply in lieu of the provisions of this Section 3.4 to the extent that any portion of the Participant’s Employer Credit Account is attributable to such Supplemental Employer Credits.

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Article 4. Adjustments to Accounts; Deemed Investments

     4.1. Deemed Investment Experience. Each Account shall be adjusted on such periodic basis and subject to such rules as the Administrator may prescribe to reflect the investment performance of the notional investments in which the Account is deemed invested pursuant to Section 4.3, including without limitation any interest, dividends or other distributions deemed to have been received with respect to such notional investments.

     4.2. Distributions and Withdrawals. As of the date of any distribution or withdrawal hereunder, the Administrator shall reduce the affected Participant’s Accounts to reflect such distribution or withdrawal. Any such adjustment shall reduce ratably each affected Account’s share of each of the notional investments in which the Account is deemed to be invested, except as the Administrator may otherwise determine.

     4.3. Notional Investment of Accounts. The Administrator shall from time to time specify one or more mutual funds or other investment alternatives that shall be available as measures of notional investment return for Accounts under the Plan (each such specified alternative, a “measuring investment option”). Subject to such rules and limitations as the Administrator may from time to time prescribe, each Participant shall have the right to have the balance of his or her Accounts treated for all purposes of the Plan as having been notionally invested in one or more measuring investment options and to change the notional investment of his or her Accounts from time to time. The Administrator shall have complete discretion at any time and from time to time to eliminate or add a measuring investment option. The Administrator may designate one or more measuring investment options as the default in which a Participant’s Accounts shall be deemed to be invested to the extent the Participant does not affirmatively, timely and properly provide other notional investment directions.

     Nothing in this Section 4.3 shall be construed as giving any Participant the right to cause the Administrator, the Employer or any other person to acquire or dispose of any investment, to set aside (in trust or otherwise) money or property to meet the Employer’s obligations under the Plan, or in any other way to fund the Employer’s obligations under the Plan. The sole function of the notional investment provisions of this Section 4.3 is to provide a computational mechanism for measuring the Employer’s unfunded contractual deferred compensation

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obligation to Participants. Consistent with the foregoing, the Employer may (although it shall not be obligated to do any of the following): (i) establish and fund a so-called “rabbi” trust or similar trust or account to hold and invest amounts to help the Employer meet its obligations under the Plan; and (ii) if it establishes and funds such a trust or account, cause the trustee or other person holding the assets in such trust or account to invest them in a manner that is consistent with the notional investment directions of Participants under the Plan.

     Each reference in this Section 4.3 to a Participant shall be deemed to include, where applicable, a reference to a Beneficiary.

     4.4. Expenses. All expenses associated with the Plan shall be paid by the Employer; but if a trust or account is established as described at Section 4.3 above, the Employer may provide that expenses associated with that trust or account shall be paid out of the assets held therein.

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Article 5. Entitlement to and Timing of Distributions

     5.1. Timing of Distributions as a result of Separation from Service, Death.

     (a) Basic Deferral Account and Bonus Deferral Account. A Participant’s Basic Deferral Account and Bonus Deferral Account will be distributed, in the form and amount specified in Article 6, upon the earlier to occur of (i) the date specified by the Participant pursuant to a distribution election made under this Section 5.1, or (ii) the Participant’s Separation from Service for any reason. When the Participant makes a deferral election in respect of Eligible Basic Compensation for a Plan Year beginning on or after January 1, 2008 or Eligible Bonuses payable on or after January 1, 2009 under Sections 3.1 and 3.2, he or she shall also elect the time at which payment of the amounts credited to the Basic Deferral Account and Bonus Deferral Account, respectively, established in respect of such Plan Year shall commence. The earliest time a Participant may elect to have payment commence in respect of any such amounts credited to the Participant’s Basic Deferral Account or Bonus Deferral Account shall be January 1st of the second calendar year commencing after the date such amounts were credited to such Accounts. A Participant may subsequently elect to change his or her prior election of the date of commencement of payments from his or her Basic Deferral Account or Bonus Deferral Account, as the case may be, but only if such change (i) shall not take effect for at least twelve (12) months after the date on which the subsequent election is made; (ii) is made at least twelve (12) months prior to the date on which the first payment was scheduled to be made (“prior election payment date”); and (iii) results in a new payment date that is delayed by at least five (5) years, as measured from the prior election payment date. Any such change of the time of commencement of payment shall be made in the manner specified by the Administrator. In the absence of a timely and proper election as to the time of distribution pursuant to this Section 5.1(a) on a form acceptable to the Administrator, the Participant shall be deemed to have elected distribution under this Section 5.1(a) upon Separation from Service. Distribution of the Participant’s Basic Deferral Account and Bonus Deferral Account shall be made (or commence, if installments have been properly elected under Section 6.2(b)(ii) below) upon the date specified, or deemed to have been specified, in this Section 5.1(a), subject to subsections

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(c) and (d) of this Section 5.1. With respect to amounts credited to a Participant’s Basic Deferral Account for Plan Years commencing on or after January 1, 2005 and before January 1, 2008, the Administrator may, in its sole discretion, provide an opportunity to elect distribution upon a date specified by the Participant, to the extent that such date occurs prior to the Participant’s Separation from Service, pursuant to an election permitted under applicable transition relief rules promulgated by the Internal Revenue Service under Section 409A of the Code. Any such election shall be made, if at all, by the deadline and on the form prescribed by the Administrator.

     (b) Employer Credit Account. A Participant’s vested Employer Credit Account will be valued and paid in accordance with the provisions of Article 6 upon the earliest to occur of (i) the Participant’s death, (ii) the Participant’s Separation from Service by reason of Disability (as determined under Section 3.4), or (iii) the later of (A) the Participant’s Separation from Service for any reason, and (B) the Participant’s attainment of age 55; provided, that if the Participant’s Separation from Service is for cause (as determined by the Administrator), no portion of the Participant’s Employer Credit Account shall be paid and the entirety of the Employer Credit Account shall instead be immediately forfeited; and further provided, that a current or former Designated Executive’s right to receive and/or retain any portion of his or her Employer Credit Account attributable to the additional Employer Credits earned by reason of his or her status as a Designated Executive (such portion, the “Restricted Portion”) is conditioned on the Participant’s full and continued compliance with any applicable confidentiality, noncompetition, or nonsoliciation agreement, or any similar or related agreement, with the Employer, and upon any breach or threatened breach of any covenant contained in such agreements, in addition to the remedies set forth in such agreement, the Company shall have the right to immediately cease making any payment with respect to the Restricted Portion and shall have the right to require a Participant who has so breached or threatened to breach such covenant or agreement to repay the Company, with interest at the prime rate in effect at Bank of America, or its successor, any amount or amounts previously paid with respect to the Restricted Portion. Distribution of the Participant’s vested Employer Credit Account in accordance with the previous sentence shall be made (or commence, if installments have been properly elected under Section

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6.2(b)(ii) below) upon the date specified in Section 5.1(b), subject to subsections (c) and (d) of this Section 5.1.

     (c) Notwithstanding any provision of this Section 5.1 or any other provision of the Plan to the contrary, in the case of a Participant who is an individual determined by the Administrator or its delegate to be a Specified Employee, payment of such Participant’s benefit as a result of a Separation from Service (other than by reason of death) shall not commence until the date which is six (6) months and one (1) day after the date of such Separation from Service or, if earlier than the end of such period, the date of death of such Participant.

     (d) Notwithstanding any provision of this Section 5.1 or any other provision of the Plan to the contrary, the Company may delay distributions to any Participant under the Plan to the extent permitted under Treas. Regs. §1.409A-2(b)(7)(i) to the extent that the Company reasonably anticipates that if the distribution were made at the time specified in Section 5.1(a) above, the Company’s deduction with respect to such distribution would not be permitted due to the application of Section 162(m), provided that the distribution is made either during the Participant’s first taxable year in which the Company reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m) or during the period beginning with the date of the Participant’s Separation from Service (or such later date as required under Treas. Regs. §1.409A-2(b)(7)(i)) and ending on the later of the last day of the taxable year of the Company in which such date occurs or the 15th day of the third month following such date. For the avoidance of doubt, the Participant shall have no election with respect to the timing of the payment under this paragraph.

     5.2. Unforeseeable Emergency. In the event of an Unforeseeable Emergency, the Participant may apply to the Administrator for the distribution of all or any part of his or her vested Account. The Administrator shall consider the circumstances of each case and shall have the right, in its sole discretion, subject to compliance with Section 409A, to allow or disallow the application in whole or in part. The Administrator shall have the right to require such Participant to submit such documentation as it deems appropriate for the purpose of determining the existence of an Unforeseeable Emergency, the amount reasonably necessary to satisfy the

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emergency need, and other related matters. Distributions under this Section 5.2 in connection with the occurrence of an Unforeseeable Emergency shall be made as soon as practicable after the Administrator’s determination under this Section 5.2, which shall be made in accordance with the rules of Section 1.409A-3(i)(3) of the Treasury Regulations.

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Article 6. Amount and Form of Distributions

     6.1. Amount of Distributions.

     (a) Basic Deferral Account. The amount distributable to the Participant under Section 5.1(a) in respect of his or her Basic Deferral Account shall be the balance of the Participant’s Basic Deferral Account determined as of the date of distribution, unless a timely installment election has been submitted pursuant to Section 6.2 below in which case the amount of each installment shall be calculated in accordance with Section 6.2 below.

     (b) Bonus Deferral Account. The amount distributable to the Participant under Section 5.1(a) in respect of his or her Bonus Deferral Account shall be the balance of the Participant’s Bonus Deferral Account determined as of the date of distribution, unless a timely installment election has been submitted pursuant to Section 6.2 below in which case the amount of each installment shall be calculated in accordance with Section 6.2 below.

     (c) Employer Credit Account. The amount distributable to the Participant under Section 5.1(b) in respect of his or her Employer Credit Account shall be the balance of the Participant’s Employer Credit Account determined as of the date of distribution, unless a timely installment election has been submitted pursuant to Section 6.2 below in which case the amount of each installment shall be calculated in accordance with Section 6.2 below.

     (d) Distributions upon Unforeseeable Emergency. The amount of a distribution to the Participant under Section 5.2 shall be determined by the Administrator, provided that in no event shall the aggregate amount of any distribution under Section 5.2 exceed the lesser of the vested portion of the Participant’s Account or the amount determined by the Administrator to be necessary to alleviate the Participant’s Unforeseeable Emergency (including any taxes or penalties reasonably anticipated to result from the distribution) and which is not reasonably available from other resources of the Participant. A withdrawal under Section 5.2 shall be allocated between the Participant’s Basic Deferral Account, Bonus Deferral Account and the vested portion of

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the Participant’s Employer Credit Account pro rata based on the balance credited to the vested portion of each such Account immediately prior to the hardship distribution.

     6.2. Form of Payment.

     (a) Cash Payment. All payments under the Plan shall be made in cash.

     (b) Lump sums; installments.

     (i) Except as provided at (ii) immediately below, all distributions under the Plan shall be made in the form of a lump sum payment.

      (ii) A Participant who Separates from Service (other than by reason of death or for cause (as determined by the Administrator)) upon or after attaining age 55 may elect, in accordance with this Section 6.2(b)(ii), to have amounts distributable under Section 6.1 paid either as a lump sum or in annual installments over a period of not more than ten years. In the absence of a proper advance election to have such amounts paid in installments, amounts distributable under Section 6.1 shall be paid as a lump sum. With respect to amounts deferred for any Plan Year beginning on or after January 1, 2005 and prior to January 1, 2009, any election by a Participant to have amounts distributable under Section 6.1 paid in installments (an “installment election”) must be delivered to the Administrator, in a form acceptable to the Administrator, not later than the earlier of the date prescribed by the Administrator or the latest date permissible under transition relief promulgated by the Internal Revenue Service under Section 409A. With respect to amounts deferred for any Plan Year beginning on or after January 1, 2009, any election by a Participant to have amounts distributable under Section 6.1 paid in installments (an “installment election”) must be delivered to the Administrator, in a form acceptable to the Administrator, not later than the “applicable election deadline” for such Plan Year (as defined in Section 3.1). A Participant may subsequently elect to change his or her prior election to have amounts distributable under Section 6.1 paid in a lump sum or in annual installments, as the case may be, but only if such change (i) shall not take effect for at least twelve (12) months after the date on which the subsequent election is made; (ii) is made at least twelve (12) months prior to the date on which the first payment was scheduled to be made (“prior election payment date”); and (iii)

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results in a new payment date that is delayed by at least five (5) years, as measured from the prior election payment date. Any such change of the time of commencement of payment shall be made in the manner specified by the Administrator.

     (iii) Where an Account is payable in installments, the amount of each installment shall be determined by dividing the vested portion of the Account (as adjusted through the date of such installment distribution) by the number of installments remaining to be paid. The Administrator may, in its sole discretion, require that, at the time payment of a Participant’s Account for which an installment election is made is scheduled to commence under Article 5, the total balance in all such Participant’s Accounts must exceed, together with any other amounts payable to a Participant pursuant to any other nonqualified deferred compensation plan of the Company (and all other all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Treas. Regs. § 1.409A-1(h)(3)) that is an account balance plan described in Treas. Regs. § 1.409A-1(c)(2)(i)(A) or § 1.409A-1(c)(2)(i)(B), the dollar amount in effect under Code section 402(g)(1)(B). For the avoidance of doubt, any installments payable hereunder shall be treated as a single payment pursuant to Treas. Regs. § 1.409A-2(b)(2)(iii).

     (c) Employer’s Obligation. All payments under the Plan not made from a trust or account described in Section 4.3 above shall be made by the Employer.

     6.3. Death Benefits. Notwithstanding any other provision of the Plan, if a Participant dies before distribution of his or her Account has occurred or (if payable in installments) has been completed, the entire value of the Participant’s vested Account shall be paid, as soon as practicable following the Participant’s death, in a lump sum to the Participant’s Beneficiary or Beneficiaries.

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Article 7. Beneficiaries; Participant Data

     7.1. Designation of Beneficiaries. Subject to such rules and limitations as the Administrator may prescribe, each Participant from time to time may designate one or more persons (including a trust) to receive benefits payable with respect to the Participant under the Plan upon or after the Participant’s death, and may change such designation at any time. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Administrator, and will be effective only when filed in writing with the Administrator during the Participant’s lifetime.

     In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary there is no living Beneficiary validly named by the Participant, the Administrator shall cause such benefit to be paid to the Participant’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Administrator may rely conclusively upon information supplied by the Participant’s personal representative, executor or administrator.

     7.2. Available Information; Missing Persons. Any communication, statement or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Administrator’s records shall be binding on the Participant or Beneficiary for all purposes of the Plan. A benefit shall be deemed forfeited if, after diligent effort, the Administrator is unable to locate the Participant or Beneficiary to whom payment is due; provided, however, that the Administrator shall have the authority (but not the obligation) to reinstate such benefit upon the later discovery of a proper payee for such benefit, but solely to the extent permitted under Section 409A. Mailing of a notice in writing, by certified or registered mail, to the last known address of the Participant and the Beneficiaries (if the addresses of such Beneficiaries are known to the Administrator) shall be considered a diligent effort for this purpose. The Administrator shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If a benefit payable to an un-located Participant or Beneficiary is subject to escheat pursuant to applicable state law, neither the Administrator, the Company, nor the Employer shall be liable to any person for any payment made in accordance with such law.

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Article 8. Administration

     8.1. Administrative Authority. Except as otherwise specifically provided herein, the Plan shall be administered by the Administrator. The Administrator shall have full discretionary authority to construe and administer the terms of the Plan and its actions under the Plan shall be binding on all persons. Without limiting the foregoing, the Administrator shall have full discretionary authority, consistent with the requirements of Section 409A, to:

     (a) Resolve and determine all disputes or questions arising under the Plan, and to remedy any ambiguities, inconsistencies or omissions in the Plan.

     (b) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan.

     (c) Implement the Plan in accordance with its terms and the rules and regulations adopted as above.

     (d) Make determinations with respect to the eligibility of any person to participate in the Plan or derive benefits hereunder and make determinations concerning the crediting and adjustment of Accounts.

     (e) Appoint such persons or firms, or otherwise act to obtain such advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Administrator shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons.

     8.2. Litigation. Except as may be otherwise required by law, in any action or judicial proceeding affecting the Plan, no Participant or Beneficiary shall be entitled to any notice or service of process, and any final judgment entered in such action shall be binding on all persons interested in, or claiming under, the Plan.

     8.3. Claims Procedure. The Administrator shall establish claims procedures under the Plan consistent with the requirements of Section 503 of ERISA.

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Article 9. Amendment

     9.1. Right to Amend. The Administrator, by written instrument executed by a duly authorized representative, shall have the right to amend the Plan, at any time and with respect to any provisions hereof; provided, however, that no such amendment shall materially or adversely affect the rights of any Participant with respect to Elective Deferrals and Employer Credits already made under the Plan as of the date of such amendment, except as permitted under Section 409A.

     9.2. Amendments to Ensure Proper Characterization of Plan. The Plan, as it applies to Employees, is intended to be an unfunded “top-hat” plan under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and therefore participation in the Plan by Employees shall be limited to Employees who (i) qualify for inclusion in a “select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA and (ii) are designated by the Company as being eligible to participate. If the Administrator determines that a Participant no longer qualifies as being a member of a select group of management or highly compensated employees, then the compensation deferral elections made by such Participant in accordance with the provisions of the Plan will continue for the remainder of the Plan Year. However, no additional amounts shall be deferred and credited to the Account of such individual under the Plan for any future Plan Year until such time as the individual is again determined to be eligible to participate in the Plan and makes a new election under the provisions of the Plan; except that all prior amounts credited to the Account of such individual shall continue to be adjusted for earnings or losses pursuant to the other provisions of the Plan until fully distributed.

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Article 10. Termination

     10.1. Right of the Company to Terminate or Suspend Plan. The Company reserves the right at any time to terminate the Plan or to suspend the operation of the Plan for a fixed or indeterminate period of time, by action of the Administrator. In the event of a suspension of the Plan, the Administrator shall continue all aspects of the Plan, other than any elections to make Elective Deferrals that have not yet become irrevocable pursuant to Section 3.1(a) and Employer Credits, during the period of the suspension, in which event accounts as they then exist shall continue to be credited in accordance with respect to Article 3 and payments hereunder will continue to be made during the period of the suspension in accordance with Articles 5 and 6.

     10.2. Allocation and Distribution. This Section 10.2 shall become operative on a complete termination of the Plan. The provisions of this Section 10.2 shall also become operative in the event of a partial termination of the Plan, as determined by the Administrator, but only with respect to that portion of the Plan attributable to the Participants to whom the partial termination is applicable. Upon the effective date of any such event, notwithstanding any other provisions of the Plan, no persons who were not theretofore Participants shall be eligible to become Participants. Each Participant’s Accounts as they then exist will be maintained, credited and paid pursuant to the provisions of this Plan and the Participant’s elections. Notwithstanding the foregoing, the Company may provide for the accelerated distribution of all accounts upon termination of the Plan as a whole or with respect to any Participant or group of Participants, but only to the extent the Company determines this to be permissible under Section 409A.

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Article 11. Miscellaneous

     11.1. Limitation on Liability of Employer. The Employer’s sole liability under the Plan shall be to pay benefits under the Plan as expressly set forth herein and subject to the terms hereof. Subject to the preceding sentence, neither the establishment or administration of the Plan, nor any modification nor the termination or suspension of the Plan, nor the creation of any account under the Plan, nor the payment of any benefits under the Plan, nor any other action taken by the Employer or the Administrator with respect to the Plan shall be construed as giving to any Participant, any Beneficiary or any other person any legal or equitable right against the Administrator, the Employer, or any officer or employer thereof. Without limiting the foregoing, neither the Administrator nor the Employer in any way guarantees any Participant’s or Beneficiary’s Account from loss or decline for any reason.

     11.2. Construction. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but the illegal or void provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or void provision had never been inserted herein. For all purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Articles and Sections herein are inserted only for convenience of reference and are not to be considered in the construction of the Plan. The laws of the Commonwealth of Massachusetts shall govern, control and determine all questions of law arising with respect to the Plan and the interpretation and validity of its respective provisions, except where those laws are preempted by the laws of the United States. Participation under the Plan will not give any Participant the right to be retained in the service of the Employer, nor shall any loss or claimed loss of present or future benefits, whether accrued or unaccrued, constitute an element of damages in any claim brought in connection with a Participant’s Separation from Service.

     No provision of the Plan shall be interpreted so as to give any individual any right in any assets of the Employer which right is greater than the rights of a general unsecured creditor of the Employer.

     11.3. Taxes. Notwithstanding any other provision of the Plan, all distributions and withdrawals hereunder shall be subject to reduction for applicable income tax withholding and other legally or contractually required withholdings. To the extent amounts credited under the

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Plan are includible in “wages” for purposes of Chapter 21 of the Code, or are otherwise includible in taxable income, prior to distribution or withdrawal the Employer may deduct the required withholding with respect to such wages or income from compensation currently payable to the Participant or the Administrator may reduce the Participant’s Accounts hereunder or require the Participant to make other arrangements satisfactory to the Administrator for the satisfaction of the Employer’s withholding obligations. If at any time this Plan is found to fail to meet the requirements of Section 409A, the Administrator may distribute the amount required to be included in the Participant’s income as a result of such failure. Any amount distributed under the immediately preceding sentence will be charged against amounts owed to the Participant hereunder and offset against future payments hereunder. For the avoidance of doubt, the Participant will have no discretion, and will have no direct or indirect election, as to whether a payment will be accelerated under this Section 11.3.

     11.4. Section 409A Transition Relief. The Company may, by action of the Administrator, authorize changes to time and form of payment elections made under the Plan to the extent consistent with the transition rules, and during the transition relief period, provided under Section 409A and guidance issued thereunder by the Internal Revenue Service.

     11.5. Spendthrift Provision. No amount payable to a Participant or a Beneficiary under the Plan will, except as otherwise specifically provided by law, be subject in any manner to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy, execution, pledge, encumbrance, charge or any other legal or equitable process, and any attempt to do so will be void; nor will any benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled thereto. Nothing herein shall be construed as limiting the Employer’s right to cause its obligations hereunder to be assumed by a successor to all or a portion of its business or assets.

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     IN WITNESS WHEREOF, the Employer has caused the Plan to be executed, effective as of the 1st day of January, 2010.

ATTEST/WITNESS

/s/ Camillo Davis	THE TJX COMPANIES, INC
Print Name: Camillo Davis
	By:	/s/ Greg Flores
	Print Name:	Greg Flores
	Title:	Executive Vice President, Chief Human Resources Officer
	Date:	May 26, 2010

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EXHIBIT A

Definition of “Change of Control”

“Change of Control” shall mean the occurrence of any one of the following events:

     (a) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other filing under the Exchange Act; provided, however, that if the Participant or a Participant Related Party is the Person or a member of a group constituting the Person acquiring control, a transaction shall not be deemed to be a Change of Control as to a Participant unless the Committee shall otherwise determine prior to such occurrence; or

     (b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any employee benefit plan of the Company or such a subsidiary becomes the owner of 20% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; provided, however, that unless the Committee shall otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership shall not constitute a Change of Control as to a Participant if the Participant or a Participant Related Party is the Person or a member of a group constituting the Person acquiring such ownership; or

     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Company’s Board of Directors and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute a majority of the Company’s Board of Directors; or

     (d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in such agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, that unless otherwise determined by the Committee, no transaction shall constitute a Change of Control as to a Participant if, immediately after such transaction, the Participant or any Participant Related Party shall own equity securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of the fair value of the equity securities of such Surviving Entity greater than 125% of the fair value of the equity securities of the Company owned by the Participant and any Participant Related Party immediately prior to such transaction, expressed as a percentage of the fair value of all equity securities of the Company

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immediately prior to such transaction (for purposes of this paragraph ownership of equity securities shall be determined in the same manner as ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d), if such agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change of Control shall not be deemed to have taken place unless and until the acquisition, merger, or consolidation contemplated by such agreement is consummated (but immediately prior to the consummation of such acquisition, merger, or consolidation, a Change of Control shall be deemed to have occurred on the date of execution of such agreement).

In addition, for purposes of this Exhibit A the following terms have the meanings set forth below:

     “Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes of determining the stock ownership of any Person, the number of unissued shares of Common Stock which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise thereof) to the extent that the Board of Directors of the Company shall expressly so determine in any future transaction or transactions.

     A Person shall be deemed to be the “owner” of any Common Stock:

     (i) of which such Person would be the “beneficial owner,” as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under the Exchange Act, as in effect on March 1, 1989; or

     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on March 1, 1989; or

     (iii) which such Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on March 1, 1989) has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on March 1, 1989.

A “Participant Related Party” shall mean, with respect to a Participant, any affiliate or associate of the Participant other than the Company or a Subsidiary of the Company. The terms “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in the definition of “associate” meaning, in this case, the Company).

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     “Subsidiary” shall mean any corporation or other entity (other than the Company) in an unbroken chain beginning with the Company if each of the entities (other than the last entity in the unbroken chain) owns stock or other interests possessing 50% or more of the total combined voting power of all classes of stock or other interests in one of the other corporations or other entities in the chain.

     “Committee” shall mean the Executive Compensation Committee of the Board of Directors of the Company.

     Initially capitalized terms not defined above shall have the meanings assigned to those terms in Article I of the Plan.

     Notwithstanding the foregoing, in any case where the occurrence of a Change of Control could affect the vesting or payment of amounts subject to the requirements of Section 409A, the term “Change of Control” shall mean an occurrence that both (i) satisfies the requirements set forth above in this Exhibit A, and (ii) is a “change in control event” as that term is defined in the regulations under Section 409A.

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EX-31.1

Exhibit 31.1

Section 302 Certification

CERTIFICATION

I, Carol Meyrowitz, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of The TJX Companies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 28, 2010	/s/ Carol Meyrowitz
	Name:	Carol Meyrowitz
	Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Section 302 Certification

CERTIFICATION

I, Jeffry G. Naylor, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of The TJX Companies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 28, 2010	/s/ Jeffrey G. Naylor
	Name:	Jeffrey G. Naylor
	Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of The TJX Companies, Inc. (the “Company”), does hereby certify that to my knowledge:

1.	the Company’s Form 10-Q for the fiscal quarter ended May 1, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Company’s Form 10-Q for the fiscal quarter ended May 1, 2010 fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Carol Meyrowitz
Name:	Carol Meyrowitz
Title:	President and Chief Executive Officer

Dated: May 28, 2010

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of The TJX Companies, Inc. (the “Company”), does hereby certify that to my knowledge:

1.	the Company’s Form 10-Q for the fiscal quarter ended May 1, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Company’s Form 10-Q for the fiscal quarter ended May 1, 2010 fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jeffrey G. Naylor
Name:	Jeffrey G. Naylor
Title:	Senior Executive Vice President, Chief Financial and Administrative Officer

Dated: May 28, 2010