EXHIBIT 10.5

EMPLOYMENT AGREEMENT

AGREEMENT dated as of April 9, 1999 between Carol Meyrowitz, whose address is 8 Sylvan Avenue, West Newton, Massachusetts 02465, ("Executive") and The TJX Companies, Inc., a Delaware corporation, whose principal office is in Framingham, Massachusetts ("Company").

WHEREAS, The Company desires that Executive serve as Senior Vice President, Merchandising of the Marmaxx Division of The TJX Companies, Inc.

NOW THEREFORE, the parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

1. EMPLOYMENT. The Company will employ Executive and Executive will be an employee of the Company under the terms and conditions hereinafter set forth. This Agreement supersedes and replaces any prior employment agreement between Executive and the Company or any of its subsidiaries or divisions.

2. TERM. Executive's employment hereunder shall commence upon the commencement of her performance of her duties hereunder, which shall be on a mutually agreeable date not later than September 15, 1999 (the "Start Date"), and shall continue until the third anniversary of the Start Date (the "Original Term") and thereafter until terminated by either Executive or the Company, subject to earlier termination as provided herein (such period of employment hereinafter called the "Employment Period").

3. DUTIES. Executive shall diligently perform the duties and exercise the responsibilities of Senior Vice President, Merchandising of the Company's Marmaxx Division and such additional executive duties and responsibilities as shall from time to time be assigned to her by the Board of Directors or by the Executive Vice President, Merchandising of the Marmaxx Division. Unless the Employment Period shall have earlier terminated, Executive will be promoted to Executive Vice President, Merchandising of the Marmaxx Division, reporting to the President of the Division, no later than 8-12 months after the Start Date.

4. EXTENT OF SERVICES. Except for illnesses and vacation periods, Executive shall devote all her working time and attention and her best efforts to the performance of her duties and responsibilities under this Employment Agreement; PROVIDED, HOWEVER, that nothing herein contained shall be deemed to prevent or limit the right of Executive (a) to make any passive

investments where Executive is not obligated or required to, and shall not in fact, devote any managerial efforts or (b) to participate in charitable or community activities or in trade or professional organizations except only that the President of the Company shall have the right to limit such participation if the President believes that the time spent on such activities infringes upon the time required by Executive for the performance of her duties under this Agreement or is otherwise incompatible with those duties.

5. COMPENSATION AND BENEFITS.

(a) Base Salary. During the Employment Period, Executive shall receive a base salary at the rate of $500,000 per year, rising to $525,000 in June, 2000 and to $555,000 in June 2001, or such higher amount as the Company may determine from time to time. Base salary shall be payable in such manner and at such times as the Company shall pay base salary to other executive employees.

(b) Signing Bonus. Executive shall be entitled to receive a $200,000 signing bonus 60 days after the Start Date.

(c) MIP. During the Employment Period, Executive shall be eligible to receive annual awards under the Company's Management Incentive Plan ("MIP"). To the extent provided in Section 162(m) of the Code, the goals, scope and conditions of any award shall be established annually by the Executive Compensation Committee ("Committee"). Subject to the foregoing, Executive shall be entitled to earn up to a specified percentage (initially 40%) of her Base Salary actually earned during each fiscal year if the target established by the Committee for the Marmaxx Division is met and up to a specified percentage (initially 80%) of such salary if such target is exceeded by a specified amount.

Although Executive will start her employment after the current MIP year has commenced, Executive will be entitled to receive payments under the MIP goals as if she were participating in the current years MIP, subject to the following:

- For the current MIP year, Executive will be guaranteed a minimum payment of $200,000.00 and will participate (pro rated for her period of employment during such year) on the basis of the Marmaxx Division's performance for the entire fiscal year.

(d) LRPIP. During the Employment Period, Executive will be entitled to participate in the Company's Long Range Performance Incentive Plan ("LRPIP") at a level commensurate with her position in the Company. To the extent provided in
Section 162(m) of the Code, the terms of such awards shall be established by the Committee. Subject to the foregoing, Executive shall be entitled to earn 100% of her target award (initially $225,000) for a complete three year cycle if the target established by the

Committee is met by the Marmaxx Division and up to 150% of her target award (initially $337,500) if the target is exceeded by a specified amount.

Although Executive will start her employment after the three year cycles ending in January, 2000, 2001 and 2002 have commenced, Executive will be entitled to receive payments with respect to each of such cycles as if she were participating in such cycles, subject to the following:

- For the three year cycle ending in January, 2000, Executive will receive a fixed $75,000.00 payment contingent on her being employed by the Company at the end of fiscal 2000.

- For the three year cycle ending in January, 2001, Executive can earn $150,000.00 if the 3 year target performance goals are met and a maximum of $225,000.00 if such goals are exceeded by a specified amount.

- For the three year cycle ending in January 2002, Executive can earn up to $225,000.00 if target performance goals are met and up to 150% of target or $337,500.00) if such goals are exceeded by a specified amount.

(e) Stock Options. At the earlier of the first meeting of the Committee following the Start Date or the September, 1999 meeting of the Committee, Executive will be granted a non qualified stock option for 50,000 shares of common stock pursuant to the Company's 1986 Stock Incentive Plan, as amended (the "Plan"). The exercise price of the shares will be the closing price of the stock on the later of the Start Date and the applicable Committee meeting date, such date constituting the grant date for purposes of the Plan. The option will expire ten years from the grant date and will be exercisable cumulatively at the rate of 33 1/3% each year on the anniversary of the grant date. The options will otherwise have the terms provided for in the Plan or as set forth in the form of grant award previously furnished to Executive.

(f) SERP. Except as provided in [Exhibit C] ("Change of Control Benefits"), Executive will be entitled to the greater of Category B or C benefits determined and made payable in accordance with the generally applicable provisions of the Company's Supplemental Executive Retirement Plan ("SERP"), including vesting requirements. Executive will receive service credit for her period of prior employment with the Company and its subsidiaries.

(g) Restricted Stock. At the earlier of the first meeting of the Committee to be held following the Start Date or the September, 1999 meeting of the Committee, Executive will be

granted, effective as of the later of the Start Date or the applicable Committee meeting date, an award of shares of Restricted Stock under the Plan equal to the number derived by dividing $1.5 million by the closing price of the Company's common stock on the effective date. The shares will vest as follows:

- No vesting until completion of three years of service from the Start Date, at which time 75% of the shares will vest, except that such 75% shall automatically vest upon any (i) termination of employment hereunder by the Company other than for cause, disability or incapacity, other than any termination of employment hereunder by reason of death or(ii) termination by Executive within 30 days of the relocation of her principal place of employment more than 50 miles from her present residence ("Relocation Termination"). In the event of termination of employment by reason of death, disability or incapacity, Executive shall vest in such shares on a pro rata basis according to the length of the Employment Period in relation to the three year period commencing on the Start Date.

- The final 25% of the shares will vest upon completion of four years of service from the Start Date.

- In the event that the Employment Period is not renewed by reason of the Company choosing not to so renew, and the Employment Period is not terminated for any reason by the Company or Executive prior to the last day of the Original Term, the final 25% of the shares will automatically vest on such date.

The shares of Restricted Stock will otherwise have the terms provided for in the Plan or as set forth in the form of certificate for Restricted Stock previously furnished to Executive.

(h) FlexPlus. Executive will be eligible to participate in the Company's FlexPlus Plan which covers medical, dental, life insurance and disability program. Upon the Start Date, Executive will be provided with Management Life Insurance in the amount of $975,000.00, plus FlexPlus basic life insurance for an additional $100,000.00 under a Company group policy. In addition, Executive may elect Optional Life coverage up to an additional $300,000.00. Executive will also be eligible for the Company's alternative Split Dollar Life Insurance Program instead of FlexPlus Management Life Insurance.

(i) Qualified Plans. Executive shall be entitled during the Employment Period to participate in the Company's tax-qualified retirement plan and 401(k) plan and its General

Deferred Compensation Plan and Executive Savings Plan in accordance with the terms of those plans.

(j) Policies and Fringe Benefits. Executive shall be subject to Company policies applicable to its Executives generally and Executive 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).

6. 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. Cause shall consist of dishonesty relating to or arising from Executive's employment hereunder or the affairs of the Company, conviction of a felony, gross neglect of duties (other than as a result of disability or death), or conflict of interest which conflict continues for 30 days after the Company gives written notice to Executive requesting the cessation of such conflict.

(b) The Employment Period shall terminate should the Executive become entitled to receive long-term disability compensation pursuant to the Company's long-term disability plan ("disability"). In addition, if by reason of any disability (other than a disability as defined) or other impairment of health that renders her unable to perform her duties to the satisfaction of the Committee, Executive is unable to perform her duties for at least six months in any twelve month period ("incapacity"), upon written notice by the Company to Executive, the Employment Period will be terminated for incapacity.

(c) Whenever the Employment Period shall terminate, Executive shall resign all office or other positions she shall hold with the Company and any subsidiaries or divisions of the Company.

7. BENEFITS UPON TERMINATION OF EMPLOYMENT.

(a) Termination on or Prior to the last day of the Original Term by The Company Other Than For Cause, Disability or Incapacity or by Executive for a Relocation Termination. If the Employment Period shall have been terminated on or prior to the last day of the Original Term by the Company for any reason other than cause, disability or incapacity, or by Executive for a Relocation Termination, no compensation or other benefits shall be payable to or accrue to Executive hereunder except as follows:

(i) For the longer of twelve months after such termination or until the last day of the Original Term, the Company will continue to pay to Executive her base salary at the rate in effect at termination of employment. Base salary shall be paid for the first twelve months of the period without reduction for compensation earned from other employment or

self-employment, and shall thereafter be reduced by such compensation.

(ii) Until the expiration of the period of base salary payments described in (i) immediately above or until Executive shall commence other employment or self-employment, whichever shall first occur, the Company will provide such medical and dental insurance (but not long-term disability insurance or life insurance) for Executive and her family, comparable to the insurance provided for executives generally, as the Company shall reasonably determine in good faith, and upon the same terms and conditions as shall be provided for the Company executives generally.

(iii) Executive shall not be entitled to any MIP payment but shall be entitled to payment, if any, in the nature of severance equal to the payment she would have earned under MIP if her employment had continued until the end of the fiscal year (pro-rated for the period of active employment during such year).

Executive shall also be entitled to payments or benefits under other grants hereunder (including (i) payment of the signing bonus referred to in Section 5(b) and (ii)the automatic vesting of the shares of Restricted Stock referred to in the first bullet under Section 5(g)) and under other Company plans to the extent, if any, therein provided in the circumstances.

(b) Termination after the last day of the Original Term by The Company Other Than For Cause, Disability or Incapacity or by Executive for a Relocation Termination. If the Employment Period shall have been terminated after the last day of the Original Term (i) by the Company for any reason other than cause, disability or incapacity, or (ii) by Executive for a Relocation Termination, no compensation or other benefits shall be payable to or accrue to Executive hereunder except as follows:

(i) The Company will continue to pay to Executive her then base salary for a period of twelve months from the date of termination, which base salary shall be reduced after six months for compensation earned from other employment or self-employment.

(ii) Until the expiration of the period of base salary payments described in (i) immediately above or until Executive shall commence other employment or self-employment, whichever shall first occur, the Company will provide such medical and dental insurance (but not long-term disability insurance or life insurance) for Executive and her family, comparable to the insurance provided for executives generally, as the Company shall reasonably determine in good faith, and upon the same terms and

conditions as shall be provided for the Company executives generally.

(iii) Executive shall not be entitled to any MIP payment but shall be entitled to payment, if any, in the nature of severance equal to the payment she would have earned under MIP if her employment had continued until the end of the fiscal year (pro-rated for the period of active employment during such year).

Executive shall also be entitled to payments or benefits under other grants hereunder and under other Company plans to the extent provided therein in the circumstances.

(c) Termination for Death, Disability or Incapacity. If the Employment Period shall terminate at any time by reason of death, disability or incapacity, no compensation or other benefits shall be payable to or accrue to Executive hereunder except as follows:

Executive shall not be entitled to any MIP payment but shall be entitled to payment, if any, in the nature of severance equal to the payment she would have earned under MIP if her employment had continued until the end of the fiscal year (pro-rated for the period of active employment during such year).

Executive shall also be entitled to payments or benefits under other grants hereunder and under other Company plans, including any long-term disability plan, to the extent therein provided in the circumstances.

(d) Voluntary Termination; Termination for Cause; Violation of Certain Covenants. If Executive should end her employment voluntarily (other than for a Relocation Termination) or if the Company should end Executive's employment for cause, or 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. Executive shall be entitled to (i) payment of accrued but unpaid Base Salary and other fully accrued but unpaid benefits to the extent not inconsistent with the provisions of any applicable plan and (ii) such rights, if any, as shall be applicable in the circumstances under the terms of any grant hereunder or any Company plan. The Company does not waive any rights it may have for damages or for injunctive relief and, in addition to any arbitration rights under Section 16, may pursue any claim for injunctive relief in any court of competent jurisdiction.

(e) Employment Period Not Extended. If the Company determines not to extend the Employment Period beyond the Original Term or any extension thereof, or offers to extend the Employment Period on terms less favorable to Executive than those set forth herein, and Executive declines, it shall be deemed a termination of the Employment Period by the Company pursuant to

(a) above. If Executive should choose not to continue her employment beyond the Original Term or any extension of the Employment Period, other than in response to an offer by the Company to extend the Employment Period on terms less favorable to Executive than those set forth herein, it shall be deemed a voluntary termination by Executive and the provisions of (d) above shall apply.

8. AGREEMENT NOT TO SOLICIT OR COMPETE.

(a) Upon the termination of the Employment Period at any time for any reason, Executive shall not during the Prohibited Period under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization in which Executive has any direct or indirect interest (other than a less-than-one percent equity interest in an entity), with which Executive is affiliated or for which Executive renders any services. "Prohibited Period" shall mean a period coterminous with the period of base salary continuation (without regard to reduction for income from other employment or self-employment) which is applicable or which would have been applicable had the termination been pursuant to Section 7(a), in the case of termination on or prior to the last day of the Original Term, or 7(b), in the case of termination after the last day of the Original Term. A "protected person" shall be a person known by Executive to be employed by the Company or its subsidiaries at or within six months prior to the commencement of conversations with such person with respect to employment.

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 of, (B) solicitation of, and (C) unsolicited acceptance of services from, 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) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such 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 many trade secrets of the Company and will have access to confidential information and business plans of the Company. Therefore, if Executive should end her employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for cause, then during the Prohibited Period, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-one percent equity interest in an entity), in a business which is a

competitor of the Company. A business shall be deemed a competitor of the Company only if it shall then be so regarded by retailers generally or if it shall operate a promotional off-price family apparel store (such as T.J. Maxx, Marshalls, A.J. Wright or an off price home fashion store such as Home Goods) within ten miles of any "then existing" T.J. Maxx, Marshalls, A.J. Wright or Home Goods store". The term "then existing" in the previous sentence shall refer to any such location that is, at the time of termination of the Employment Period, operated by the Company or any wholly-owned subsidiary of the Company or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full mark-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.

If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon her securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or her benefits provided by the Company shall be subject to termination as provided in Section 7 and (ii) to furnish to the Company written evidence of her compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that she has returned all such items in her possession or under her control.

9. RELATIONSHIP WITH CHANGE OF CONTROL SEVERANCE AGREEMENT. Upon the occurrence of a Change of Control under Executive's Change of Control Severance Agreement, Executive's rights under MIP for the fiscal year of such occurrence and her rights under LRPIP for the cycles then in effect shall be governed by such agreement and not by this Agreement. Upon a Qualified Termination under the Change of Control Severance Agreement, Executive's rights to base salary continuation and under SERP shall be governed by such agreement and not by this Agreement.

10. EXECUTIVE ACKNOWLEDGMENT. Executive acknowledges that she and the Company have not entered into, and you have not relied on any agreements or representations, written or oral, express or implied, with respect to her employment that are not set forth expressly in this Agreement. In addition, Executive

acknowledges and represents that (a) she has fully disclosed to the Company all prior employment agreements or understandings to which she is a party or by which she is bound; and (b) she has not and will not disclose to the Company or to any division thereof, or use for the benefit of the Company or any division thereof, any trade secrets or proprietary information of any prior employer.

11. 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 her after her death shall be made to her estate.

12. INDEMNIFICATION. The Company shall defend, indemnify and hold Executive harmless of and from any and all amounts that may be claimed from Executive by, or that may become due from Executive to, Brylane, Inc. or any of its affiliates or successors ("Brylane") at any time (other than amounts for which she is otherwise indemnified or insured),and any Lost Compensation (meaning any base salary, Management Incentive Plan entitlement, car or car allowance, and health benefits other than disability and life insurance that would have accrued from the date of the Company offer letter dated February 24, 1999 to the earliest Start Date proposed by the Company) that otherwise would have but that is not in fact paid to Executive under her employment agreement with Brylane as now in effect, to the extent any such amount or any such Lost Compensation arises from the making to Executive by the Company of any offer of employment, any acceptance by Executive of any such offer of employment, the communication of the making of such offer to Brylane or the taking of any action by Brylane arising therefrom. Executive shall promptly notify the Company of any actual or potential amount, or any actual or potential Lost Compensation, as to which Executive has or would have a right of indemnification hereunder (an "Indemnifiable Matter"); provided that the failure to give such prompt notice shall affect such indemnification rights only to the extent the Company is prejudiced thereby. The Company shall have the right to control, defend and settle any Indemnifiable Matter, including without limitation the right to determine in good faith any and all actions to be taken by Executive in defense of or otherwise regarding the Indemnifiable Matter in question and the right to retain counsel of the Company's choice to represent Executive in regard to such Indemnifiable Matter. The Company shall not effect a settlement of any claim against Executive without Executive's prior written consent (which consent shall not be unreasonably withheld) unless the settlement includes a complete release of the Executive with respect to such claim. In the event of any Indemnifiable Matter, the Company shall be subrogated to all rights of Executive against Brylane or any other third party in respect of such Indemnifiable Matter, and such right of subrogation shall include without limitation the right to bring actions, including

arbitration proceedings, in Executive's name to enforce such rights of Executive. Executive shall cooperate fully with the Company at the Company's expense in the Company's exercise of its right of control and its right of subrogation in respect of any Indemnifiable Matter and, in so cooperating, in addition to and without limitation upon such other actions as the Company may reasonably request, shall at the Company's request at the Company's expense attend hearings and trials and reasonably assist in effecting settlements, in securing and giving evidence, in obtaining the attendance of witnesses and in conducting suits as to any Indemnifiable Matter, provided the Company acts reasonably in accordance with the Executive's schedule. Notwithstanding any provisions of this Agreement to the contrary, the provisions of this Section 12 shall survive any termination of this Agreement.

13. LEGAL EXPENSES. The Company shall pay the reasonable fees and expenses (not to exceed $15,000) of Hale and Dorr LLP counsel for Executive, in the negotiation and drafting of this Agreement and the related Change of Control Severance Agreement.

14. NOTICES. All notices and other communications required hereunder shall be in writing and shall be given either by personal delivery or 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, MA 01701, Attention: General Counsel, 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 set forth above, or at such other address as Executive may hereafter designate by notice to the Company, with a copy to:

Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attn: Hal Leibowitz, Esq.

Notices shall be effective upon receipt.

15. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of The Commonwealth of Massachusetts.

16. ARBITRATION. Except for claims or disputes failing within the last sentence of this paragraph, in the event that there is any claim or dispute arising out of or relating to this Agreement, or an alleged breach thereof, such claim or dispute, shall be settled exclusively by binding arbitration in Boston, Massachusetts, in accordance with the Rules Governing Resolution 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, and judgment upon the award rendered by

the Arbitrator shall be entered in any Court having jurisdiction thereof upon the application of either party. Nothing in this Section 16 shall prevent the Company or Executive from seeking interim measures of protection in the form of pre-award attachment of assets or preliminary or temporary equitable relief.

In witness whereof the parties have entered into this Agreement as of April 9, 1999.

/s/ Carol Meyrowitz
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Carol Meyrowitz

THE TJX COMPANIES, INC.

By:      /s/ Bernard Cammarata
         -------------------------------------

Title:   President and Chief Executive Officer
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CHANGE OF CONTROL SEVERANCE AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT between The TJX Companies, Inc., a Delaware corporation (the "Company"), and Carol Meyrowitz ("Executive"), is dated as of April 9, 1999.

Executive is expected to be a key executive of the Company or a Subsidiary and an integral part of its management.

The Company recognizes that the possibility of a change of control of the Company may result in the departure or distraction of management to the detriment of the Company and its shareholders.

The Company wishes to assure Executive of fair severance should her employment terminate in specified circumstances following a change of control of the Company and to assure Executive of certain other benefits upon a change of control.

In consideration of Executive's continued employment with the Company or a Subsidiary and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS. The following terms as used in this Agreement shall have the following meanings:

(a) "Base Salary" shall mean Executive's annual base salary, exclusive of any bonus or other benefits she may receive.

(b) "Cause" shall mean dishonesty relating to or arising from Executive's employment hereunder or the affairs of the Company, conviction of a felony, gross neglect of duties (other than as a result of Disability or death), or conflict of interest which conflict shall continue for 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 (but not 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, (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" above (in which case Executive shall be reinstated), or
(c) the 90th day after notice of termination is given (in which case Executive shall be reinstated).

(c) "Change of Control" shall have the meaning set forth in Exhibit A.

(d) "Committee" shall mean the Executive Compensation Committee of the Board of Directors of the Company.

(e) "Company" shall mean The TJX Companies, Inc. or any successor.

(f) "Current Title" shall mean Executive's title on the date 180 days prior to the commencement of a Standstill Period.

(g) "Date of Termination" shall mean the date on which Executive's employment is terminated.

(h) "Disability" shall have 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.

(i) "Incapacity" shall mean a disability (other than Disability within the meaning of the immediately preceding definition) or other impairment of health that renders Executive unable to perform her duties to the satisfaction of the Committee. If by reason of Incapacity Executive is unable to perform her duties for at least six months in any twelve month period, upon written notice by the Company the employment of Executive shall be deemed to have terminated by reason of Incapacity

(j) "Executive" shall have the meaning set forth in the first paragraph of this Agreement.

(k) "Qualified Termination" shall mean 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 her employment (A) within 120 days after the occurrence without Executive's express written consent of any of the events described in clauses (I), (II), (III), (IV), (V) or (VI) below, provided that Executive gives notice to the Company at least 30 days in advance requesting that the situation described in those clauses be remedied, and the situation remains unremedied upon expiration of such 30-day period; (B) within 120 days after the occurrence without Executive's express written consent of the events described in clauses (VII) or (VIII) below, provided that Executive gives notice to the Company at least 30 days in advance; or (C) upon occurrence of the events described in clauses (IX) or (X) below, provided that Executive gives notice to the Company at least 30 days in advance:

(I) The assignment to her of any duties inconsistent with her positions, duties, responsibilities, reporting requirements, and status with the Company (or a Subsidiary) immediately prior to a Change of Control, or a substantive change in Executive's titles or offices as in effect immediately prior to a Change of Control, or any removal of Executive from or any failure to re-elect her to such positions, except in connection with the termination of Executive's employment by the Company (or a Subsidiary) for Cause or by the Executive other than for good reason; or any other action by the Company (or a Subsidiary) 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 or the Subsidiary promptly after receipt of notice thereof given by Executive; or

(II) if Executive's Base Salary for any fiscal year is less than 100 percent of the 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 percent of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control, unless any further reduction represents an overall reduction in the Base Salary paid or cash compensation opportunities made available, as the case may be, to executives in the same organizational level (it being the Company's burden to establish this fact); or

(III) the failure of the Company (or a Subsidiary) 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 a Change of Control unless the Company (or a Subsidiary) provides Executive

with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company (or a Subsidiary) 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 a Change of Control, unless the elimination or reduction of any such benefit, perquisite or plan affects all other executives in the same organizational level (it being the Company's burden to establish this fact); or

(IV) any purported termination of Executive's employment by the Company (or a Subsidiary) 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 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 of Executive's employment agreement with the Company; 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 percent 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 A); or

(VIII) if Executive is employed by a Subsidiary of the Company, such Subsidiary either ceases to be a Subsidiary of the Company or sells or otherwise disposes of, in one transaction or a series of related transactions, assets or earning power aggregating more than 30 percent of the assets (taken at asset value as stated on the books of the Subsidiary determined in accordance with generally accepted accounting principles consistently applied) or earning power of such Subsidiary (on an individual basis) or such Subsidiary and its subsidiaries (on a consolidated basis) to any other Person or Persons (as those terms are defined in Exhibit A); or

(IX) termination by Executive of her employment for Retirement; or

(X) the voluntary termination by Executive of her employment (i) at any time within one year after the Change of

Control or (ii) at any time during the second year after the Change of Control until the Company (or a Subsidiary) offers Executive an employment contract having a minimum two-year duration which provides Executive with substantially the same title, responsibilities, annual and long-range compensation, benefits and perquisites that she had immediately prior to the Standstill Period. Notwithstanding the foregoing, the Board of Directors of the Company may expressly waive the application of this clause (X) 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 such 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 (X) shall be within the complete discretion of the Board of Directors of the Company but shall be made prior to the Change of Control.

(1) "Retirement" shall mean voluntary termination by Executive of her employment in accordance with the Company's retirement plan or program generally applicable to its salaried employees or in accordance with any retirement arrangement established with Executive's consent with respect to her. Nothing in this Agreement shall affect any agreement between Executive and the Company with respect to her retirement.

(m) "Standstill Period" shall be the period commencing on the date of a Change of Control and continuing until the close of business on the last business day of the 24th calendar month following such Change of Control.

(n) "Subsidiary" shall mean any corporation in which the Company owns, directly or indirectly, 50 percent or more of the total combined voting power of all classes of stock.

2. BENEFITS UPON CHANGE OF CONTROL.

2.1 BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT.

Executive shall be entitled to the following benefits upon a Qualified Termination:

(a) Within 30 days following the Date of Termination, the Company shall pay to Executive the following in a lump sum:

(i) an amount equal to two times Executive's Base Salary for one year at the rate in effect immediately prior to the Date of Termination or the Change of Control (or if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement

of a Standstill Period, the rate in effect immediately prior to such change), whichever is highest, plus the accrued and unpaid portion of Executive's Base Salary through the Date of Termination. Any payments made to Executive under any long term disability plan of the Company with respect to the two years following termination of employment shall be offset against such two times Base Salary payment. Executive shall promptly make reimbursement payments to the Company to the extent any such disability payments are received after the Base Salary payment.

(ii) if Executive was a participant in the Company's Supplemental Executive Retirement Plan ("SERP") immediately prior to a Change of Control and the number of years Executive has been employed by the Company (or a Subsidiary) is five or more, including if applicable service for Zayre Corp. and its subsidiaries, an amount equal to the present value of the payments that Executive would have been entitled to receive under SERP as the higher of a Category B or C participant (regardless of whether she was participating in SERP on the Date of Termination). The present value of such payment shall be calculated using the following rules and assumptions.

(A) a credit equal to the number of Years of Service (as that term is defined in SERP) that Executive has been employed by the Company and Subsidiaries at the Date of Termination, including if applicable service for Zayre Corp. and its Subsidiaries, shall be added to her Years of Service in determining Executive's total Years of Service. However, the total Years of Service determined hereunder shall not exceed the lesser of (x) 20 or (y) the Years of Service that Executive would have had if she had retired at the age of 65;

(B) Executive's Average Compensation (as that term is defined in SERP)

shall be determined as of the Date of Termination;

(C) Executive's Primary Social Security Benefit (as that term is defined in SERP) shall mean the annual primary insurance amount to which Executive is entitled or would, upon application therefor, become entitled at age 65 under the provisions of the Federal Social Security Act as in effect on the Date of Termination assuming that Executive received annual income at the rate of her Base Salary from the Date of Termination until her 65th birthdate which would be treated as wages for purposes of the Social Security Act;

(D) the monthly benefit under SERP determined using the criteria set forth in (A), (B), and (C) above shall be multiplied by 12 to determine an annual benefit; and

(E) the present value of such annual benefit shall be determined by multiplying the result in (D) by the appropriate actuarial factor from the most recently published table 4A (or its equivalent) as published by the Pension Benefit Guaranty Corporation and which is 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 Company's 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 60, then such higher age shall be substituted for 60. If, as of the Date of Termination, Executive has not satisfied the eligibility requirements for Early Retirement under the Company's 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".

If Executive receives a payment under this subparagraph (ii), she shall not be entitled to any other payments under SERP.

(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, medical insurance and disability plans and programs in which Executive was entitled to participate immediately prior to the Change of Control (or if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, all such plans and programs in which Executive was entitled to participate immediately prior to such change, if the benefits thereunder are greater), 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, medical or disability coverage or benefits shall be deemed satisfied to the extent (but only to the extent) of any such coverage of 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 immediately 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 if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, the Company shall make available to Executive the use of an automobile of a type comparable to the automobile that was made available to her immediately prior to such change (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). If, immediately prior to the Date of Termination, the Company provided Executive with an automobile allowance rather than with the use of an automobile, the Company shall pay to Executive in a lump sum within 30 days following the Date of Termination an amount equal to (i) two times Executive's automobile allowance for one year at the rate in effect immediately prior to the Date of Termination or the Change of Control (or if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, the rate in effect immediately prior to such change), whichever is highest, including any increase in such rate which would have become effective during the two-year period following the Date of Termination (had a Qualified Termination not occurred), in accordance with the Company's automobile policy in effect immediately prior to the Change of Control, plus
(ii) the accrued and unpaid portion of Executive's automobile allowance through the Date of Termination.

Payments under this Section 2.1 and Section 2.2 below shall be made without regard to whether the deductibility of such payments (or any other payments to or for the benefit of Executive) would be limited or precluded by Internal Revenue Code Section 280G and without regard to whether such payments (or any other payments) would subject Executive to the federal excise tax levied on certain "excess parachute payments" under Internal Revenue Code Section 4999; PROVIDED, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the tax described in Internal Revenue Code Section 4999, if applicable) with respect to such payments ("Executive's total after-tax payments"), would be increased by the limitation or elimination of any payment under this Section 2.1 or Section 2.2, amounts payable under this Section 2.1 and Section 2.2 shall be reduced to the extent, and only to the extent, necessary to maximize Executive's total after-tax payments. The determination as to whether and to what extent payments under this
Section 2.1 or Section 2.2 are required to be reduced in accordance with the preceding sentence shall be made at the Company's expense by Pricewaterhouse- Coopers LLC or by such other certified public accounting firm as the Committee may designate prior to a Change of Control. In the

event of any underpayment or overpayment under this Section 2.1 or Section 2.2, as determined by PricewaterhouseCoopers LLC (or such other firm as may have been designated in accordance with the preceding sentence), the amount of such underpayment or overpayment shall forthwith 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 Internal Revenue Code.

2.2 OTHER BENEFITS. Within 30 days following a Change of Control, whether or not Executive's employment has been terminated, the Company shall pay to Executive the following in a lump sum:

(i) an amount equal to the "Target Bonus" 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 (or if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, the "Target Bonus" applicable to Executive for the fiscal year in which such change occurred as if she continued to hold Executive's Current Title, if higher); and

(ii) if Executive is a participant in the Company's Long Range Management Incentive Plan ("LRMIP"), Long Range Performance Incentive Plan ("LRPIP") or any other performance-based long-range incentive plan at the Change of Control, an amount with respect to each Award Period (as that term is defined in LRMIP) or Performance Cycle (as that term is defined in LRPIP) for which Executive has been designated as a participant equal to 50 percent of the product of (A) the maximum award payable to Executive for such Award Period or Performance Cycle, as designated by the Committee under LRMIP or LRPIP, as the case may be (or, if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, in the case of an Award Period or Performance Cycle which commences after such change, the maximum award payable to Executive for such Award Period or Performance Cycle shall be deemed to be the maximum award payable to Executive for the Award Period or Performance Cycle which commenced immediately prior to such change, if higher), and (B) a fraction, the denominator of which is the total number of fiscal years in the Award Period or Performance Cycle and the numerator of which is the number of years which have elapsed in such Award Period or 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 elapsed 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).

3. NONCOMPETITION; NO MITIGATION OF DAMAGES; OTHER SEVERANCE PAYMENTS; WITHHOLDING.

3.1 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 contract or other agreement, shall no longer be effective.

3.2 NO DUTY TO MITIGATE DAMAGES. Executive's benefits under this Agreement 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.

3.3 OTHER SEVERANCE PAYMENTS. In the event that Executive has an employment contract or any other agreement with the Company (or a Subsidiary) which entitles Executive to severance payments upon the termination of her employment with the Company, the amount of any such severance payments shall be deducted from the payments to be made under this Agreement.

3.4 WITHHOLDING. Anything to the contrary notwithstanding, 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.

4. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by arbitration in Boston, Massachusetts in accordance with the Rules Governing Resolution of Employment Disputes of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

5. 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 Section 1(k)) or in obtaining any right or benefit to which Executive is entitled under this Agreement. 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 the First National Bank of Boston, until paid in full.

6. NOTICE OF TERMINATION. During a Standstill Period, Executive's employment may be terminated by the Company (or a Subsidiary) only upon 30 days' written notice to Executive.

7. NOTICES. All notices shall be in writing and shall be deemed given five days after mailing in the continental United States by registered or certified mail, or upon personal receipt after delivery, telex, telecopy or telegram, to the party entitled thereto at the address stated below or to such changed address as the addressee may have given by a similar notice:

To the Company:                    The TJX Companies, Inc.
                                   770 Cochituate Road
                                   Framingham, MA  01701
                                   Attn:  General Counsel

To the Executive:                  At her home address,
                                   as last shown on the
                                   records of the Company

8. SEVERABILITY. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be enforceable in any other jurisdiction in which valid and enforceable and in any event the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

9. GENERAL PROVISIONS

9.1 BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties and be enforceable by Executive's personal or legal representatives or successors. If Executive dies while any amounts would still be payable to her hereunder, benefits would still be provided to her family hereunder or rights would still be exercisable by her hereunder as if she had continued to live, such amounts shall be paid to Executive's estate, such benefits shall be provided to Executive's family and such rights shall remain exercisable by Executive's estate in accordance with the terms of this Agreement. This Agreement shall not otherwise be assignable by Executive.

9.2 SUCCESSORS. This Agreement shall inure to and be binding upon the Company's successors. The Company will require any successor to all or substantially all of the business and/or assets of the Company by sale, merger (where the Company is not

the surviving corporation), lease or otherwise, by agreement in form and substance satisfactory to Executive, to assume expressly this Agreement. If the Company shall not obtain such agreement prior to the effective date of any succession, Executive shall have all rights resulting from termination by Executive for good reason (as defined in Section 1(k) under this Agreement). This Agreement shall not otherwise be assignable by the Company.

9.3 AMENDMENT OR MODIFICATION; WAIVER. This Agreement may not be amended unless agreed to in writing by Executive and the Company. No waiver by either party of any breach of this Agreement shall be deemed a waiver of a subsequent breach.

9.4 TITLES. No provision of this Agreement is to be construed by reference to the title of any section.

9.5 CONTINUED EMPLOYMENT. This Agreement shall not give Executive any right of continued employment or any right to compensation or benefits from the Company or any Subsidiary except the right specifically stated herein to certain severance and other benefits, and shall not limit the Company's (or a Subsidiary's) right to change the terms of or to terminate Executive's employment, with or without Cause, at any time other than during a Standstill Period, except as may be otherwise provided in a written employment agreement between the Company (or a Subsidiary) and Executive.

9.6 TERMINATION OF AGREEMENT OUTSIDE OF STANDSTILL PERIOD. This Agreement shall be automatically terminated upon the first to occur of (i) the termination of Executive's employment for any reason, whether voluntary or involuntary, at any time other than during a Standstill Period or (ii) if Executive is employed by a Subsidiary of the Company, the date on which the Subsidiary either ceases to be a Subsidiary of the Company or sells or otherwise disposes of all or substantially all of its assets, unless such event occurs during a Standstill Period and Executive's employment shall have been terminated in a Qualified Termination within 90 days of such event.

9.7 PRIOR AGREEMENT. This Agreement shall supersede and replace any prior change of control severance agreement between the Company or any of its Subsidiaries, or any predecessor, and Executive.

9.8 BINDING ON SUCCESSORS. This Agreement shall be binding on any successor to all or substantially all of the Company's business or assets.

9.9 GOVERNING LAW. The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of The Commonwealth of Massachusetts.

9.10 EMPLOYMENT AGREEMENT. This Agreement shall only become effective on the Start Date as defined in the related Employment Agreement between Executive and the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THE TJX COMPANIES, INC.

By:  /s/ Edmond English
     -----------------------------------------


     /s/ Carol Meyrowitz
     -----------------------------------------
     Executive

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 1(a) of the Current Report on Form 8-K 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 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 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 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 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 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.

An "Executive Related Party" shall mean any affiliate or associate of Executive 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).

EXHIBIT 10.10

THE TJX COMPANIES, INC.
GENERAL DEFERRED COMPENSATION PLAN
(1998 RESTATEMENT)

SECOND AMENDMENT

The TJX Companies, Inc. hereby amends its General Deferred Compensation Plan (1998 Restatement), effective as of January 1, 2000, by deleting the definition of "Interest Rate" (Section 2.G.) and replacing it with the following:

"G. "Interest Rate" for a Plan Year (the "Plan Year of reference") shall be determined as follows. First, there shall be determined for each month of the preceding Plan Year a rate equal to the yield upon the issue of United States Treasury Notes which has a period remaining to maturity of not less than, but closest to, ten years after the last trading day of such month, as quoted in the Wall Street Journal next published after such last trading day. If there is no such quote for a month, the E.C.C. shall determine a rate of interest for the month. The twelve rates so determined for the preceding Plan Year shall then be averaged, and the average so determined shall be the Interest Rate for the Plan Year of reference."

IN WITNESS WHEREOF, The TJX Companies, Inc. has caused this instrument of amendment to be executed by its duly authorized officer this 25 day of January, 2000.

THE TJX COMPANIES, INC.

By: /s/ Donald G. Campbell

    -------------------------------

By: /s/ Donald G. Campbell
    --------------------------------
    Donald G. Campbell
    Executive Vice President/Chief
    Financial Officer

/s/ Richard G. Lesser
-------------------------------
Richard G. Lesser

By: /s/ Donald G. Campbell
   ------------------------------------
    Donald G. Campbell
    Executive Vice President/Chief
    Financial Officer

By: /s/ Gerald Wolin
   ------------------------------------
Gerald Wolin, Trustee


/s/ Richard G. Lesser
---------------------------------------

Richard G. Lesser

By /s/ Donald G. Campbell
   --------------------------

FLEET NATIONAL BANK


By /s/ A. H. Mira
   --------------------------

                                                                             Fiscal Year Ended January
Dollars In Thousands                             -------------------------------------------------------------------------------
Except Per Share Amounts                         2000              1999              1998              1997              1996
--------------------------------------------------------------------------------------------------------------------------------
                                                                                (53 weeks)                                   (1)

Income statement and per share data:
    Net sales                               $  8,795,347      $  7,949,101      $  7,389,069      $  6,689,410      $  3,975,115

    Income from continuing operations
      before extraordinary item
      and cumulative effect of
      accounting change                          526,822           433,202           306,592           213,826            51,589(2)

    Weighted average common
      shares for diluted earnings
      per share calculation                  317,790,764       334,647,950       349,612,184       350,650,100       290,781,900

    Diluted earnings per share from
      continuing operations before
      extraordinary item and cumulative
      effect of accounting change           $       1.66      $       1.29      $        .88      $        .61      $        .15(2)

    Cash dividends declared per share                .14               .12               .10               .07               .12

Balance sheet data:
    Cash                                    $    371,759      $    461,244      $    404,369      $    474,732      $    209,226
    Working capital                              334,197           436,259           464,974           425,595           332,864
    Total assets                               2,804,963         2,747,846         2,609,632         2,506,761         2,545,825
    Capital expenditures                         238,569           207,742           192,382           119,153           105,864
    Long-term debt                               319,367           220,344           221,024           244,410           690,713
    Shareholders' equity                       1,119,228         1,220,656         1,164,092         1,127,186           764,634

Other financial data:
    After-tax return on average
      shareholders' equity                          45.0%             36.3%             26.8%             22.6%              7.5%
    Long-term debt as a percentage
      of long-term capitalization(3)                22.2%             15.3%             16.0%             17.8%             47.5%

Stores in operation at year-end:
    T.J. Maxx                                        632               604               580               578               587
    Marshalls                                        505               475               461               454               496
    Winners                                          100                87                76                65                52
    HomeGoods                                         51                35                23                21                22
    T.K. Maxx                                         54                39                31                18                 9
    A.J. Wright                                       15                 6                --                --                --
                                            ------------------------------------------------------------------------------------
      Total                                        1,357             1,246             1,171             1,136             1,166

                                                                                              Fiscal Year Ended
                                                                            -------------------------------------------------------
                                                                            January 29,           January 30,           January 31,
Dollars In Thousands Except Per Share Amounts                                  2000                  1999                  1998
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        (53 weeks)
Net sales                                                                $   8,795,347         $   7,949,101         $   7,389,069
                                                                         ---------------------------------------------------------
Cost of sales, including buying and occupancy costs                          6,579,400             5,957,415             5,676,541
Selling, general and administrative expenses                                 1,354,665             1,285,988             1,185,755
Interest expense, net                                                            7,345                 1,686                 4,502
                                                                         ---------------------------------------------------------
Income from continuing operations before income taxes,
    extraordinary item and cumulative effect of accounting change              853,937               704,012               522,271
Provision for income taxes                                                     327,115               270,810               215,679
                                                                         ---------------------------------------------------------
Income from continuing operations before extraordinary
    item and cumulative effect of accounting change                            526,822               433,202               306,592
(Loss) from discontinued operations, net of income taxes                            --                (9,048)                   --
                                                                         ---------------------------------------------------------
Income before extraordinary item and cumulative effect
    of accounting change                                                       526,822               424,154               306,592
Extraordinary (charge), net of income taxes                                         --                    --                (1,777)
Cumulative effect of accounting change, net of income taxes                     (5,154)                   --                    --
                                                                         ---------------------------------------------------------
Net income                                                                     521,668               424,154               304,815
Preferred stock dividends                                                           --                 3,523                11,668
                                                                         ---------------------------------------------------------
Net income available to common shareholders                              $     521,668         $     420,631         $     293,147
                                                                         =========================================================

Basic earnings per share:
    Income from continuing operations before extraordinary
      item and cumulative effect of accounting change                    $        1.67         $        1.35         $         .92
    Net income                                                           $        1.66         $        1.32         $         .91
    Weighted average common shares - basic                                 314,577,145           318,073,081           321,474,046

Diluted earnings per share:
    Income from continuing operations before extraordinary
      item and cumulative effect of accounting change                    $        1.66         $        1.29         $         .88
    Net income                                                           $        1.64         $        1.27         $         .87
    Weighted average common shares - diluted                               317,790,764           334,647,950           349,612,184

Cash dividends declared per share                                        $         .14         $         .12         $         .10

                                                                           January 29,           January 30,
In Thousands                                                                     2000                  1999
------------------------------------------------------------------------------------------------------------
Assets
    Current assets:
      Cash and cash equivalents                                           $   371,759           $   461,244
      Accounts receivable                                                      55,461                67,345
      Merchandise inventories                                               1,229,587             1,186,068
      Prepaid expenses and other current assets                                43,758                28,448
                                                                          ---------------------------------
          Total current assets                                              1,700,565             1,743,105
                                                                          ---------------------------------
    Property at cost:
      Land and buildings                                                      116,005               115,485
      Leasehold costs and improvements                                        622,962               547,099
      Furniture, fixtures and equipment                                       849,932               711,320
                                                                          ---------------------------------
                                                                            1,588,899             1,373,904
      Less: accumulated depreciation and amortization                         754,314               617,302
                                                                          ---------------------------------
                                                                              834,585               756,602

    Other assets                                                               55,826                27,436
    Deferred income taxes, net                                                 23,143                22,386
    Goodwill and tradename, net of amortization                               190,844               198,317
                                                                          ---------------------------------
          Total Assets                                                    $ 2,804,963           $ 2,747,846
                                                                          =================================

Liabilities
    Current liabilities:
      Current installments of long-term debt                              $   100,359           $       694
      Accounts payable                                                        615,671               617,159
      Accrued expenses and other current liabilities                          650,338               688,993
                                                                          ---------------------------------
          Total current liabilities                                         1,366,368             1,306,846
                                                                          ---------------------------------

    Long-term debt, exclusive of current installments                         319,367               220,344
    Commitments and contingencies

Shareholders' Equity
    Common stock, authorized 1,200,000,000 shares, par value $1,
      issued and outstanding 299,979,363 and 322,140,770 shares               299,979               322,141
    Additional paid-in capital                                                     --                    --
    Accumulated other comprehensive income (loss)                              (1,433)               (1,529)
    Retained earnings                                                         820,682               900,044
                                                                          ---------------------------------
          Total shareholders' equity                                        1,119,228             1,220,656
                                                                          ---------------------------------
          Total Liabilities and Shareholders' Equity                      $ 2,804,963           $ 2,747,846
                                                                          =================================

                                                                                             Fiscal Year Ended
                                                                             --------------------------------------------------
                                                                             January 29,         January 30,        January 31,
In Thousands                                                                       2000                1999               1998
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     (53 weeks)

Cash flows from operating activities:
    Net income                                                               $ 521,668           $ 424,154           $ 304,815
    Adjustments to reconcile net income to net cash
      provided by operating activities:
          Loss from discontinued operations                                         --               9,048                  --
          Extraordinary charge                                                      --                  --               1,777
          Cumulative effect of accounting change                                 5,154                  --                  --
          Depreciation and amortization                                        160,393             136,531             124,891
          Property disposals                                                     4,624               6,037              18,778
          Other, net                                                           (27,744)             (6,296)             (3,928)
          Changes in assets and liabilities:
            (Increase) in accounts receivable                                   (8,199)             (6,610)             (3,460)
            (Increase) decrease in merchandise inventories                     (28,886)              4,102            (130,665)
            (Increase) in prepaid expenses and other current assets            (15,532)             (1,091)            (10,978)
            Increase (decrease) in accounts payable                             (1,488)             34,368              48,846
            Increase (decrease) in accrued expenses
                and other current liabilities                                  (34,789)             48,670              37,211
            Increase (decrease) in deferred income taxes                         2,769             (19,965)             (3,793)
                                                                             -------------------------------------------------
Net cash provided by operating activities                                      577,970             628,948             383,494
                                                                             -------------------------------------------------

Cash flows from investing activities:
    Property additions                                                        (238,569)           (207,742)           (192,382)
    Proceeds from sale of other assets                                              --               9,421              15,697
    Proceeds adjustment to sale
      of discontinued operations                                                    --                  --             (33,190)
                                                                             -------------------------------------------------
Net cash (used in) investing activities                                       (238,569)           (198,321)           (209,875)
                                                                             -------------------------------------------------

Cash flows from financing activities:
    Proceeds from borrowings of long-term debt, net                            198,060                  --                  --
    Principal payments on long-term debt                                          (695)            (23,360)            (27,179)
    Proceeds from sale and issuance of common stock                             21,048              27,763              15,471
    Stock repurchased                                                         (604,560)           (337,744)           (245,198)
    Cash dividends paid                                                        (42,739)            (40,411)            (41,527)
                                                                             -------------------------------------------------
Net cash (used in) financing activities                                       (428,886)           (373,752)           (298,433)
                                                                             -------------------------------------------------
Net cash provided by (used in) continuing operations                           (89,485)             56,875            (124,814)
Net cash provided by discontinued operations                                        --                  --              54,451
                                                                             -------------------------------------------------
Net increase (decrease) in cash and cash equivalents                           (89,485)             56,875             (70,363)
Cash and cash equivalents at beginning of year                                 461,244             404,369             474,732
                                                                             -------------------------------------------------
Cash and cash equivalents at end of year                                     $ 371,759           $ 461,244           $ 404,369
                                                                             =================================================

                                                                                        Accumulated
                                                  Preferred     Common      Additional     Other
                                                   Stock      Stock, Par     Paid-in   Comprehensive    Retained
In Thousands                                     Face Value    Value $1      Capital   Income (Loss)    Earnings         Total
---------------------------------------------------------------------------------------------------------------------------------
Balance, January 25, 1997                         $150,000     $ 79,576     $ 430,055     $(1,038)    $   468,593     $ 1,127,186
    Comprehensive income:
      Net income                                        --           --            --          --         304,815         304,815
      Foreign currency translation                      --           --            --        (643)             --            (643)
      Unrealized gains on securities                    --           --            --       4,998              --           4,998
                                                                                                                      -----------
    Total comprehensive income                                                                                            309,170
    Cash dividends declared:
      Preferred stock                                   --           --            --          --         (11,668)        (11,668)
      Common stock                                      --           --            --          --         (31,832)        (31,832)
    Conversion of cumulative Series E
      preferred stock into common stock            (77,020)       8,315        68,705          --              --              --
    Stock repurchased:
      Preferred                                       (250)          --            --          --            (500)           (750)
      Common                                            --       (8,528)     (235,920)         --              --        (244,448)
    Stock split, two-for-one                            --       79,823       (79,823)         --              --              --
    Issuance of common stock under stock
      incentive plans and related tax benefits          --          715        15,719          --              --          16,434
                                                  -------------------------------------------------------------------------------

Balance, January 31, 1998                           72,730      159,901       198,736       3,317         729,408       1,164,092
    Comprehensive income:
      Net income                                        --           --            --          --         424,154         424,154
      Foreign currency translation                      --           --            --         152              --             152
      Reclassification of unrealized gains              --           --            --      (4,998)             --          (4,998)
                                                                                                                      -----------
    Total comprehensive income                                                                                            419,308
    Cash dividends declared:
      Preferred stock                                   --           --            --          --          (3,523)         (3,523)
      Common stock                                      --           --            --          --         (38,134)        (38,134)
    Conversion of cumulative Series E
      preferred stock into common stock            (72,730)      14,682        58,048          --              --              --
    Common stock repurchased                            --      (12,998)     (187,859)         --        (149,462)       (350,319)
    Stock split, two-for-one                            --      158,954       (96,555)         --         (62,399)             --
    Issuance of common stock under stock
      incentive plans and related tax benefits          --        1,602        27,630          --              --          29,232
                                                  -------------------------------------------------------------------------------

Balance, January 30, 1999                               --      322,141            --      (1,529)        900,044       1,220,656
    Comprehensive income:
      Net income                                        --           --            --          --         521,668         521,668
      Foreign currency translation                      --           --            --         229              --             229
      Unrealized (loss) on securities                   --           --            --        (133)             --            (133)
                                                                                                                      -----------
    Total comprehensive income                                                                                            521,764
    Cash dividends declared on common stock             --           --            --          --         (43,716)        (43,716)
    Common stock repurchased                            --      (23,578)      (20,368)         --        (557,314)       (601,260)
    Issuance of common stock under stock
      incentive plans and related tax benefits          --        1,416        20,368          --              --          21,784
                                                  -------------------------------------------------------------------------------

Balance, January 29, 2000                         $     --     $299,979     $      --     $(1,433)    $   820,682     $ 1,119,228
                                                  ===============================================================================

                                                                                             Fiscal Year Ended
                                                                    January 29,          January 30,           January 31,
In Thousands                                                               2000                 1999                  1998
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                 (53 weeks)
Net sales:
    Off-price family apparel stores                                 $ 8,588,537          $ 7,816,563           $ 7,290,959
    Off-price home fashion stores                                       206,810              132,538                98,110
                                                                    ------------------------------------------------------
                                                                    $ 8,795,347          $ 7,949,101           $ 7,389,069
                                                                    ======================================================

Operating income (loss):
    Off-price family apparel stores                                 $   896,492          $   782,706           $   596,908
    Off-price home fashion stores (1)                                     4,581               (4,950)               (8,615)
                                                                    ------------------------------------------------------
                                                                        901,073              777,756               588,293
General corporate expense (2)                                            37,182               69,449                58,906
Goodwill amortization                                                     2,609                2,609                 2,614
Interest expense, net                                                     7,345                1,686                 4,502
                                                                    ------------------------------------------------------
Income from continuing operations before income
    taxes, extraordinary item and cumulative effect of
    accounting change                                               $   853,937          $   704,012           $   522,271
                                                                    ======================================================

Identifiable assets:
    Off-price family apparel stores                                 $ 2,189,403          $ 2,093,879           $ 2,033,945
    Off-price home fashion stores                                        63,888               49,515                39,074
    Corporate, primarily cash, goodwill and deferred taxes              551,672              604,452               536,613
                                                                    ------------------------------------------------------
                                                                    $ 2,804,963          $ 2,747,846           $ 2,609,632
                                                                    ======================================================

Capital expenditures:
    Off-price family apparel stores                                 $   227,750          $   202,054           $   190,720
    Off-price home fashion stores                                        10,819                5,688                 1,662
                                                                    ------------------------------------------------------
                                                                    $   238,569          $   207,742           $   192,382
                                                                    ======================================================

Depreciation and amortization:
    Off-price family apparel stores                                 $   153,525          $   130,325           $   115,967
    Off-price home fashion stores                                         3,911                3,302                 3,186
    Corporate, including goodwill                                         2,957                2,904                 5,738
                                                                    ------------------------------------------------------
                                                                    $   160,393          $   136,531           $   124,891
                                                                    ======================================================

                                                                                             January 29,       January 30,
In Thousands                                                                                        2000              1999
--------------------------------------------------------------------------------------------------------------------------
Equipment notes, interest at 11% to 11.25% maturing
    December 12, 2000 to December 30, 2001                                                    $     73          $    433
                                                                                              --------------------------
General corporate debt:
    Medium term notes, interest at 5.87% to 7.97%, $15 million maturing
      October 21, 2003 and $5 million maturing September 20, 2004                               20,000            20,000
    65/8% unsecured notes, maturing June 15, 2000                                                   --           100,000
    7% unsecured notes, maturing June 15, 2005 (effective interest rate of 7.02%
      after reduction of the unamortized debt discount of $75,000 and $89,000
      in fiscal 2000 and 1999, respectively)                                                    99,925            99,911
    7.45% unsecured notes, maturing December 15, 2009 (effective interest rate of
      7.50% after reduction of unamortized debt discount of $631,000 in fiscal 2000)           199,369                --
                                                                                              --------------------------
    Total general corporate debt                                                               319,294           219,911
                                                                                              --------------------------
Long-term debt, exclusive of current installments                                             $319,367          $220,344
                                                                                              ==========================

                                                                General
                                             Equipment         Corporate
In Thousands                                   Notes              Debt             Total
-----------------------------------------------------------------------------------------
Fiscal Year
2002                                         $     73          $     --          $     73
2003                                               --                --                --
2004                                               --            15,000            15,000
2005                                               --             5,000             5,000
Later years                                        --           299,294           299,294
                                             --------------------------------------------
Aggregate maturities of long-term debt,
exclusive of current installments            $     73          $319,294          $319,367
                                             ============================================

                                               Capital            Operating
In Thousands                                   Leases               Leases
---------------------------------------------------------------------------
Fiscal Year
2001                                         $       --          $  361,037
2002                                              3,415             334,796
2003                                              3,726             310,638
2004                                              3,726             278,996
2005                                              3,726             243,653
Later years                                      41,574           1,053,016
                                             ------------------------------
Total future minimum lease payments          $   56,167          $2,582,136
                                             ==============================

                                                                                Fiscal Year Ended
                                            ----------------------------------------------------------------------------------------
                                                January 29, 2000               January 30, 1999                January 31, 1998

                                            ----------------------------------------------------------------------------------------
                                            Shares            WAEP         Shares             WAEP         Shares             WAEP
------------------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of year            10,105         $   12.04       10,507          $    9.04        8,192          $    6.10
Granted                                      3,164             29.26        1,964              21.77        4,338              12.97
Exercised                                   (1,275)             7.13       (2,215)              6.31       (1,756)              5.31
Canceled                                      (162)            20.52         (151)             13.35         (267)              7.31
                                            ----------------------------------------------------------------------------------------
Outstanding at end of year                  11,832             17.06       10,105              12.04       10,507               9.04
                                            ----------------------------------------------------------------------------------------
Options exercisable at end of year           5,980         $   10.77        4,796          $    8.01        3,932          $    5.89
                                            ========================================================================================

                                                                   Unaudited Pro Forma Fiscal Year Ended

                                                             -----------------------------------------------------
                                                             January 29,          January 30,          January 31,
Dollars In Thousands Except Per Share Amounts                   2000                 1999                 1998
------------------------------------------------------------------------------------------------------------------
                                                                                                        (53 weeks)
Income from continuing operations before extraordinary
    item and cumulative effect of accounting change          $   513,862          $   424,512          $   301,129
    Per diluted share                                        $      1.62          $      1.27          $       .86

Net income                                                   $   508,708          $   415,464          $   299,352
    Per diluted share                                        $      1.60          $      1.24          $       .85

                                         Options Outstanding                      Options Exercisable

                              ------------------------------------------------------------------------------
                                              Weighted
                                              Average            Weighted                        Weighted
Range of                                     Remaining           Average                         Average
Exercise Prices               Shares       Contract Life      Exercise Price    Shares        Exercise Price
------------------------------------------------------------------------------------------------------------
$ 2.5625 - $ 6.3125           1,575          4.2 Years          $    5.06        1,575          $    5.06
$ 6.3126 - $10.6875           2,766          6.8 Years               9.71        2,433               9.58
$10.6876 - $14.4688           2,503          7.5 Years              13.97        1,340              14.44
$14.4689 - $21.7500           1,829          8.6 Years              21.74          604              21.74
$21.7501 - $30.5000           3,159          9.6 Years              29.21           28              23.94
                             ------                                              -----
              Total          11,832          7.6 Years          $   17.06        5,980          $   10.77

                                                                                            Fiscal Year Ended
                                                                           -------------------------------------------------------
                                                                           January 29,           January 30,           January 31,
Dollars In Thousands Except Per Share Amounts                                 2000                  1999                  1998
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     (53 weeks)
Basic earnings per share:
    Income from continuing operations before extraordinary item
      and cumulative effect of accounting change                         $    526,822          $    433,202          $    306,592
    Less preferred stock dividends                                                 --                 3,523                11,668
                                                                         --------------------------------------------------------
    Income from continuing operations before extraordinary
      item and cumulative effect of accounting change
      available to common shareholders                                   $    526,822          $    429,679          $    294,924
                                                                         --------------------------------------------------------
    Weighted average common stock outstanding
      for basic earnings per share                                        314,577,145           318,073,081           321,474,046
    Basic earnings per share                                             $       1.67          $       1.35          $        .92

Diluted earnings per share:
    Income from continuing operations before extraordinary
      item and cumulative effect of accounting change
      available to common shareholders                                   $    526,822          $    429,679          $    294,924
    Add preferred stock dividends                                                  --                 3,523                11,668
                                                                         --------------------------------------------------------
    Income from continuing operations before extraordinary item
      and cumulative effect of accounting change for diluted
      earnings per share calculation                                     $    526,822          $    433,202          $    306,592
                                                                         --------------------------------------------------------

    Weighted average common stock outstanding
      for basic earnings per share                                        314,577,145           318,073,081           321,474,046
    Assumed conversion of:
      Convertible preferred stock                                                  --            10,914,354            24,032,172
      Stock options and awards                                              3,213,619             5,660,515             4,105,966
                                                                         --------------------------------------------------------
    Weighted average common shares for
      diluted earnings per share calculation                              317,790,764           334,647,950           349,612,184
                                                                         ========================================================
    Diluted earnings per share                                           $       1.66          $       1.29          $        .88

                                                    Fiscal Year Ended
                                    ---------------------------------------------------
                                    January 29,         January 30,         January 31,
In Thousands                           2000                1999                1998
---------------------------------------------------------------------------------------
                                                                             (53 weeks)
Current:
    Federal                         $ 255,277           $ 231,811           $ 172,026
    State                              49,836              45,117              39,200
    Foreign                            20,212              13,784               8,117
Deferred:
    Federal                             3,885             (13,084)             (3,432)
    State                               1,984              (2,306)               (326)
    Foreign                            (4,079)             (4,512)                 94
                                    -------------------------------------------------
Provision for income taxes          $ 327,115           $ 270,810           $ 215,679
                                    =================================================

                                                                      January 29,         January 30,
In Thousands                                                             2000                1999
-----------------------------------------------------------------------------------------------------
Deferred tax assets:
    Foreign net operating loss carryforward                            $  30,107           $  30,660
    Reserve for discontinued operations                                   10,900              12,074
    Reserve for closed store and restructuring costs                      11,569              19,767
    Insurance costs not currently deductible for tax purposes              1,025               7,496
    Pension, postretirement and employee benefits                         48,968              48,556
    Leases                                                                15,596              13,379
    Other                                                                 24,709              24,255
    Valuation allowance                                                  (15,678)            (27,321)
                                                                       -----------------------------
      Total deferred tax assets                                          127,196             128,866
                                                                       -----------------------------
Deferred tax liabilities:
    Property, plant and equipment                                         19,240              17,056
    Safe harbor leases                                                    24,450              31,738
    Tradename                                                             45,408              47,373
    Other                                                                 14,955              10,313
                                                                       -----------------------------
      Total deferred tax liabilities                                     104,053             106,480
                                                                       -----------------------------
Net deferred tax asset                                                 $  23,143           $  22,386
                                                                       =============================

                                                         Fiscal Year Ended
                                             -----------------------------------------
                                             January 29,    January 30,    January 31,
                                                2000           1999           1998
--------------------------------------------------------------------------------------
U.S. federal statutory income tax rate           35%            35%            35%
Effective state income tax rate                   4              4              5
Impact of foreign operations                     (1)            (1)            --
All other                                        --             --              1
                                                 --------------------------------
Worldwide effective income tax rate              38%            38%            41%
                                                 ================================

                                                                       Pension                           Postretirement Medical
                                                          --------------------------------          --------------------------------
                                                                  Fiscal Year Ended                         Fiscal Year Ended
                                                          --------------------------------          --------------------------------
                                                          January 29,          January 30,          January 29,          January 30,
Dollars In Thousands                                         2000                 1999                 2000                 1999
------------------------------------------------------------------------------------------------------------------------------------
Change in benefit obligation:
    Benefit obligation at beginning of year                $ 152,047            $ 127,148            $  24,992            $  21,172
      Service cost                                            11,781               10,538                1,366                1,405
      Interest cost                                           10,768                9,647                1,430                1,610
      Participants' contributions                                 --                   --                   14                   11
      Actuarial (gains) losses                               (20,393)              11,027               (8,165)               1,712
      Settlement                                              (7,434)                  --                   --                   --
      Benefits paid                                           (6,039)              (5,497)              (1,108)                (918)
      Expenses paid                                             (720)                (816)                  --                   --
                                                           ------------------------------            ------------------------------
    Benefit obligation at end of year                      $ 140,010            $ 152,047            $  18,529            $  24,992
                                                           ==============================            ==============================

Change in plan assets:
    Fair value of plan assets at beginning of year         $ 123,191            $ 110,234            $      --            $      --
      Actual return on plan assets                            15,024                8,164                   --                   --
      Employer contribution                                    8,735               11,106                1,094                  907
      Participants' contributions                                 --                   --                   14                   11
      Benefits paid                                           (6,039)              (5,497)              (1,108)                (918)
      Expenses paid                                             (720)                (816)                  --                   --
                                                           ------------------------------            ------------------------------
    Fair value of plan assets at end of year               $ 140,191            $ 123,191            $      --            $      --
                                                           ==============================            ==============================

Reconciliation of funded status:
    Benefit obligation at end of year                      $ 140,010            $ 152,047            $  18,529            $  24,992
    Fair value of plan assets at end of year                 140,191              123,191                   --                   --
                                                           ------------------------------            ------------------------------
    Funded status - excess (assets) obligations                 (181)              28,856               18,529               24,992
    Unrecognized transition obligation                           447                  522                   --                   --
    Unrecognized prior service cost                              685                  773                1,278                1,616
    Unrecognized actuarial (gains) losses                    (21,282)               4,909               (4,167)               3,997
                                                           ------------------------------            ------------------------------
    Net accrued liability recognized                       $  19,969            $  22,652            $  21,418            $  19,379
                                                           ========================================================================

Weighted average assumptions:
    Discount rate                                               7.66%                6.63%                7.75%                6.75%
    Expected return on plan assets                              9.00%                9.00%                 N/A                  N/A
    Rate of compensation increase                               4.00%                4.00%                4.00%                4.00%

                                                         Pension                           Postretirement Medical
                                                    Fiscal Year Ended                         Fiscal Year Ended
                                         ---------------------------------------   -------------------------------------
                                         January 29,   January 30,   January 31,   January 29,  January 30,  January 31,
In Thousands                                2000          1999          1998          2000         1999         1998
--------------------------------------------------------------------------------   -------------------------------------
Service cost                              $ 11,781      $ 10,538      $  8,372      $  1,366     $  1,405     $  1,366
Interest cost                               10,768         9,647         8,398         1,430        1,610        1,649
Expected return on plan assets             (11,060)       (9,991)       (7,937)           --           --           --
Amortization of transition obligation           75            75            75            --           --           --
Amortization of prior service cost              87            87           837           332          338          749
Recognized actuarial losses                    415         2,702           206            --          103           --
                                          ------------------------------------      ----------------------------------
Net periodic benefit cost                 $ 12,066      $ 13,058      $  9,951      $  3,128     $  3,456     $  3,764
                                          ====================================      ==================================

                                                                       January 29,       January 30,
In Thousands                                                              2000              1999
----------------------------------------------------------------------------------------------------
Employee compensation and benefits                                      $197,237          $173,630
Reserve for discontinued operations                                       27,304            29,660
Store closing and restructuring reserve, continuing operations            15,731            44,598
Insurance                                                                 26,436            44,654
Rent, utilities, advertising and other                                   383,630           396,451
                                                                        --------------------------
Accrued expenses and other current liabilities                          $650,338          $688,993
                                                                        ==========================

                                                                       Fiscal Year Ended
                                                        -------------------------------------------------
                                                        January 29,        January 30,        January 31,
In Thousands                                                2000              1999               1998
---------------------------------------------------------------------------------------------------------
Balance at beginning of year                             $ 44,598           $ 57,966           $ 95,867
Additions to the reserve                                       --              1,961                 --
Reserve adjustments:
    Adjust Marshalls restructuring reserve                 (3,000)                --            (15,843)
    Adjust T.J. Maxx store closing reserve                   (300)            (1,800)               700
Charges against the reserve:
    Lease related obligations                             (23,734)           (12,521)           (13,593)
    Severance and all other cash charges                       --               (927)            (1,876)
    Net activity relating to HomeGoods closings            (1,833)               (81)            (1,887)
    Non-cash property write-offs                               --                 --             (5,402)
                                                         ----------------------------------------------
Balance at end of year                                   $ 15,731           $ 44,598           $ 57,966
                                                         ==============================================

                                                                           Fiscal Year Ended
                                                          --------------------------------------------------
                                                          January 29,         January 30,        January 31,
In Thousands                                                 2000                1999               1998
-----------------------------------------------------------------------------------------------------------
                                                                                                  (53 weeks)
Cash paid for:
    Interest                                               $  19,018           $  22,542          $  26,359
    Income taxes                                             332,622             275,538            199,025
Non-cash investing and financing activities:
    Conversion of Series E cumulative convertible
      preferred stock into common stock                           --              72,730             77,020
    Distribution of two-for-one stock split                       --             158,954             79,823
Change in accrued expenses due to:
    Stock repurchase                                          (3,300)             12,575                 --
    Dividends payable                                            977               1,246              1,973

Boston, Massachusetts                           /s/ PricewaterhouseCoopers LLP
February 29, 2000

/s/ Bernard Cammarata                                             /s/ Donald G. Campbell
Bernard Cammarata                                                 Donald G. Campbell
Chairman and Chief Executive Officer                              Executive Vice President - Finance and
                                                                  Chief Financial Officer

                                                 13 Weeks Ended                13 Weeks Ended                13 Weeks Ended

                                           ---------------------------------------------------------------------------------------
Dollars In Thousands                              May 1, 1999                   July 31, 1999               October 30, 1999
Except Per Share Amounts                   As Reported    As Restated     As Reported    As Restated    As Reported    As Restated
----------------------------------------------------------------------------------------------------------------------------------
Net sales                                  $ 1,952,084    $ 1,930,506     $ 2,098,644    $ 2,102,851    $ 2,257,094    $ 2,235,054
Cost of sales, including buying
    and occupancy costs                      1,431,479      1,418,792       1,583,132      1,585,248      1,659,885      1,646,270
Income before cumulative effect
    of accounting change                       127,662        122,274         114,679        115,881        156,974        151,717
Cumulative effect of accounting change,
    net of income taxes                             --         (5,154)             --             --             --             --
Net income                                 $   127,662    $   117,120     $   114,679    $   115,881    $   156,974    $   151,717
Diluted earnings per share:
    Income before cumulative effect
      of accounting change                 $       .39    $       .38     $       .36    $       .36    $       .50    $       .48
    Net income                             $       .39    $       .36     $       .36    $       .36    $       .50    $       .48

                                                                 Fiscal Year Ended
                                                             ----------------------------
                                                             January 29,      January 30,
                                                                2000             1999
-----------------------------------------------------------------------------------------
Marmaxx                                                         + 4%             + 5%
Winners                                                         + 8%             +13%
T.K. Maxx                                                       +12%             +12%
HomeGoods                                                       +13%             + 9%

                                   Net Sales                       Operating Income                  Operating Margin
                               Fiscal Year Ended                   Fiscal Year Ended                 Fiscal Year Ended
                                    January                             January                           January
                        --------------------------------------------------------------------------------------------------
Dollars In Millions     2000         1999         1998        2000       1999        1998        2000      1999      1998
--------------------------------------------------------------------------------------------------------------------------
TJX Consolidated     $  8,795.3   $  7,949.1   $  7,389.1   $  901.1   $  777.8    $  588.3      10.2%      9.8%      8.0%

Marmaxx                 7,779.8      7,196.3      6,814.4      849.6      753.9       574.9      10.9      10.5       8.4
Winners                   466.8        387.4        326.3       54.9       39.8        25.5      11.8      10.3       7.8
T.K. Maxx                 298.7        222.1        150.2        6.5       (2.2)       (3.4)      2.2      (1.0)     (2.3)
HomeGoods                 206.8        132.5         98.1        4.6       (5.0)       (8.6)      2.2      (3.7)     (8.8)

                                                                        Fiscal Year Ended
                                                        -------------------------------------------------
                                                        January 29,        January 30,        January 31,
In Thousands                                               2000               1999               1998
---------------------------------------------------------------------------------------------------------
Balance at beginning of year                             $ 44,598           $ 57,966           $ 95,867
Additions to the reserve                                       --              1,961                 --
Reserve adjustments:
    Adjust Marshalls restructuring reserve                 (3,000)                --            (15,843)
    Adjust T.J. Maxx store closing reserve                   (300)            (1,800)               700
Charges against the reserve:
    Lease related obligations                             (23,734)           (12,521)           (13,593)
    Severance and all other cash charges                       --               (927)            (1,876)
    Net activity relating to HomeGoods closings            (1,833)               (81)            (1,887)
    Non-cash property write-offs                               --                 --             (5,402)
                                                         ----------------------------------------------
Balance at end of year                                   $ 15,731           $ 44,598           $ 57,966
                                                         ==============================================

                                                                   Fiscal Year Ended
                                                               ---------------------------
                                                               January 29,     January 30,
In Millions                                                       2000            1999
------------------------------------------------------------------------------------------
New stores                                                      $   81.2        $   66.7
Store renovations and improvements                                  96.1            92.1
Office and distribution centers                                     61.3            48.9
------------------------------------------------------------------------------------------
    Capital expenditures                                        $  238.6        $  207.7
==========================================================================================

                                     Fiscal 2000                       Fiscal 1999
                                  ----------------                ---------------------
Quarter                           High         Low                High              Low
------------------------------------------------------------------------------------------
First                         $ 37          $ 27 1/16          $ 23 3/4          $ 17 3/16
Second                          35 15/16      28 3/4             28 7/16           22 3/16
Third                           33 1/2        24                 28                15 1/2
Fourth                          27 13/16      16 1/4             31 1/16           18 3/4

                                                             First              Second               Third              Fourth
In Thousands Except Per Share Amounts                       Quarter             Quarter             Quarter             Quarter
-------------------------------------------------------------------------------------------------------------------------------
Fiscal year ended January 29, 2000
    Net sales                                             $1,930,506          $2,102,851          $2,235,054          $2,526,936
    Gross earnings*                                          511,714             517,603             588,784             597,846
    Income before cumulative effect of
      accounting change                                      122,274             115,881             151,717             136,950
          Diluted earnings per share                             .38                 .36                 .48                 .44
    Net income                                               117,120             115,881             151,717             136,950
          Diluted earnings per share                             .36                 .36                 .48                 .44

Fiscal year ended January 30, 1999 - Pro Forma
    Net sales                                             $1,753,748          $1,867,668          $2,003,503          $2,323,952
    Gross earnings*                                          436,715             447,286             537,223             569,962
    Income from continuing operations                         82,427              85,803             128,337             136,335
          Diluted earnings per share                             .24                 .25                 .39                 .41
    Net income                                                82,427              85,803             119,289             136,335
          Diluted earnings per share                             .24                 .25                 .36                 .41

Fiscal year ended January 30, 1999 - As Reported
    Net sales                                             $1,775,847          $1,864,236          $2,026,578          $2,282,440
    Gross earnings*                                          445,586             445,746             546,077             554,277
    Income from continuing operations                         87,767              84,876             133,667             126,892
          Diluted earnings per share                             .26                 .25                 .40                 .39
    Net income                                                87,767              84,876             124,619             126,892
          Diluted earnings per share                             .26                 .25                 .38                 .39

                                                           Effect of Change
                                                            in Fiscal 2000
                                                     -----------------------------
                                                                        Net Income
Quarter                                              Net Income         Per Share
First                                                 $(5,388)          $  (.01)
Second                                                  1,202                --
Third                                                  (5,257)             (.02)
Fourth                                                  9,261               .03
----------------------------------------------------------------------------------
Full Year                                             $  (182)          $    --
==================================================================================

                                                        STATE OR JURISDICTION              NAME UNDER WHICH
                                                          OF INCORPORATION                  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
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                                 Puerto Rico                           Marshalls
    de Puerto Rico, Inc.
Marshalls of Richfield, MN, Inc.                           Minnesota
Marshalls of Northridge-Devonshire, CA, Inc.               California
Marshalls of Glen Burnie, MD, Inc.                         Maryland
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
Marshalls of Nevada, Inc.                                  Nevada
Strathmex Corp.                                            Delaware
HomeGoods, Inc.                                            Delaware
H.G. Merchants, Inc.                                       Massachusetts
Winners Apparel Ltd.                                       Ontario, Canada
Winners Merchants Ltd.                                     Ontario, Canada
NBC Apparel, Inc.                                          Delaware
TKM Holding Corp.                                          Delaware
NBC Apparel                                                United Kingdom                        T.K. Maxx
NBC Apparel Group                                          United Kingdom
T.K. Maxx                                                  United Kingdom
NBC Apparel Management Limited                             United Kingdom
TJX Netherlands B.V.                                       Netherlands                           T.K. Maxx
Concord Buying Group, Inc.                                 New Hampshire                         A.J. Wright
NBC Operating, LLC                                         Delaware
NBC Trust                                                  Massachusetts
Newton Buying Company of CA, Inc.                          Delaware                              Marshalls
HomeGoods of Puerto Rico, Inc.                             Puerto Rico
NBC Manager, LLC                                           Delaware

                                                        STATE OR JURISDICTION              NAME UNDER WHICH
                                                          OF INCORPORATION                  DOES BUSINESS
OPERATING SUBSIDIARIES                                     OR ORGANIZATION                  (IF DIFFERENT)
----------------------                                  ---------------------              ----------------

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

LEASING SUBSIDIARIES
--------------------

Cochituate Realty, Inc.                                    Massachusetts
NBC First Realty Corp.                                     Indiana
NBC Second Realty Corp.                                    Massachusetts
NBC Fourth Realty Corp.                                    Nevada
NBC Fifth Realty Corp.                                     Illinois
NBC Sixth Realty Corp.                                     North Carolina
AJW Realty of Fall River                                   Massachusetts

/s/ EDMOND ENGLISH                                            /s/ DONALD G. CAMPBELL
---------------------------------------                       --------------------------------------------
Edmond English, President,                                    Donald G. Campbell, Executive Vice
Principal Executive Officer and                               President-Finance, Principal Financial
Director                                                      and Accounting Officer

/s/ BERNARD CAMMARATA                                         /s/ JOHN F. O'BRIEN
---------------------------------------                       --------------------------------------------
Bernard Cammarata, Director                                   John F. O'Brien, Director

/s/ DENNIS F. HIGHTOWER                                       /s/ ROBERT F. SHAPIRO
---------------------------------------                       --------------------------------------------
Dennis F. Hightower, Director                                 Robert F. Shapiro, Director

/s/ RICHARD LESSER                                            /s/ WILLOW B. SHIRE
---------------------------------------                       --------------------------------------------
Richard Lesser, Director                                      Willow B. Shire, Director

/s/ ARTHUR F. LOEWY                                           /s/ FLETCHER H. WILEY
---------------------------------------                       --------------------------------------------
Arthur F. Loewy, Director                                     Fletcher H. Wiley, Director

/s/ JOHN M. NELSON
---------------------------------------
John M. Nelson, Director