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                                                                   EXHIBIT 10.20

                             MODIFICATION AGREEMENT

         This Modification Agreement dated this January 20, 2003 by and among
The TJX Companies, Inc. (the "Corporation"), Boston Private Bank and Trust
Company as trustee (the "Trustee") of The Richard and Clare Lesser 1998
Irrevocable Insurance Trust (the "Trust"), and Richard G. Lesser ("Executive").

         WHEREAS the Trust is the owner of the life insurance policies
identified on Exhibit A to this Agreement (the "Policies"); and

         WHEREAS, by an agreement among the Corporation, the Trust and Executive
dated as of March 1, 2000 (the "Prior Agreement"), (i) the Corporation agreed to
pay specified premiums with respect to the Policies, (ii) Executive and the
Trustees agreed that an amount equal to those premiums would be repaid to the
Corporation in accordance with and subject to terms more fully set forth in the
Prior Agreement, and (iii) the Trustees assigned the Policies to the Corporation
as collateral to secure the Corporation's rights to repayment (the "Collateral
Assignment"); and

         WHEREAS the parties hereto have determined that it is in their
respective best interests to amend the Prior Agreement;

         NOW, THEREFORE, the parties hereto, intending to be bound hereby, agree
as follows:

         1. Repayment and Termination. At a closing to be held on a mutually
agreed date but in no event later than January 20, 2003 (the "Closing"), the
following transactions shall occur simultaneously: (a) the Trust will pay to the
Corporation $825,000 in immediately available funds; and (b) a mutual release in
the form attached hereto as Exhibit B shall be executed and delivered by the
parties specified therein. Upon the consummation of the Closing: (i) the Prior
Agreement shall forthwith terminate; (ii) the Corporation shall be relieved of
any obligation to make premium payments or payments of any kind with respect to
the Policies; and (iii) the Corporation shall have no further right to any
refund or death benefit payment from the Policies.

         2. Representations and Warranties of the Trustee. The Trustee
represents to the Corporation that the following representations and warranties
are correct and complete as of the date of this Agreement and will be correct
and complete as of the Closing:

                  2.1 Authority. The Trustee has the power and authority to
         execute and deliver this Agreement and to perform his respective
         obligations hereunder. All actions or proceedings to be taken by or on
         the part of the Trustee to authorize and permit the execution and
         delivery by the Trustee of this Agreement and the instruments required
         to be executed and delivered by Trustee pursuant hereto, the
         performance by the Trustee of its obligations hereunder, and the
         consummation by the Trustee of the transactions contemplated herein,
         have been duly and properly taken. This Agreement has been duly
         executed and delivered by the Trustee and constitutes the legal, valid
         and binding

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         obligation of the Trustee, enforceable against the Trustee in
         accordance with its terms and conditions.

                  2.2 Noncontravention. Neither the execution and the delivery
         of this Agreement, nor the consummation of the transactions
         contemplated hereby will violate any constitution, statute, regulation,
         rule, injunction, judgment, order, decree, ruling, charge, or other
         restriction of any government, governmental agency, or court to which
         the Trustee or the Trust is subject or any provision of the Trust.

                  2.3 Beneficiaries. The persons named on Exhibit C (the
         "Beneficiaries") are the sole beneficiaries of the Trust.

         3. Representations and Warranties of Executive. Executive represents to
the Corporation that the following representations and warranties are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing:

                  3.1 Authority. Executive has the power and authority to
         execute and deliver this Agreement and to perform his obligations
         hereunder. This Agreement has been duly executed and delivered by
         Executive and constitutes his legal, valid and binding obligation,
         enforceable against him in accordance with its terms and conditions.

                  3.2 Noncontravention. Neither the execution and the delivery
         of this Agreement, nor the consummation of the transactions
         contemplated hereby will violate any constitution, statute, regulation,
         rule, injunction, judgment, order, decree, ruling, charge, or other
         restriction of any government, governmental agency, or court to which
         Executive is subject.

                  3.3 Beneficiaries. The Beneficiaries are the sole
         beneficiaries of the Trust.

         4. Representations and Warranties of the Corporation. The Corporation
represents to the Trustee and Executive that the following representations and
warranties are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing:

                  4.1 Authority. The Corporation has the power and authority to
         execute and deliver this Agreement and to perform its obligations
         hereunder. All actions or proceedings to be taken by or on the part of
         the Corporation to authorize and permit the execution and delivery by
         the Corporation of this Agreement and the instruments required to be
         executed and delivered by Corporation pursuant hereto, the performance
         by Corporation of its obligations hereunder, and the consummation by
         Corporation of the transactions contemplated herein, have been duly and
         properly taken. This Agreement has been duly executed and delivered by
         the Corporation and constitutes the legal, valid and binding obligation
         of the Corporation, enforceable against it in accordance with its terms
         and conditions.

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                  4.2 Noncontravention. Neither the execution and the delivery
         of this Agreement, nor the consummation of the transactions
         contemplated hereby will violate any constitution, statute, regulation,
         rule, injunction, judgment, order, decree, ruling, charge, or other
         restriction of any government, governmental agency, or court to which
         the Corporation is subject.

         5. Cooperation and Waiver. The Corporation agrees to cooperate with the
Trustee in effectuating the release of the collateral assignment of the
Policies.

         6. Indemnification. Executive hereby agree to indemnify, defend and
hold harmless the Corporation and each of its directors and officers against and
in respect of any liabilities arising out of or resulting from any claim by any
trustee or beneficiary of the Trust with respect to this Agreement or any breach
of any representation or warranty made by Executive or the Trustee herein. The
indemnity given by Executive hereunder shall be in addition to, and not in lieu
of, any and all other indemnities given by Executive with respect to the matters
described herein or otherwise.

         7. Entire Agreement. The agreement of the parties that is comprised of
this Agreement, the Exhibits hereto and the other documents referred to herein
sets forth the entire agreement and understanding between the parties and
supersedes any prior agreement or understanding, whether oral or written,
relating to the subject matter of this Agreement.

         8. Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the successors and permissible assigns of
the parties hereto. This Agreement and any rights hereunder shall not be
assigned, hypothecated or otherwise transferred by any party hereto without the
prior written consent of the other parties hereto.

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         9. Governing Law. Except to the extent federal law applies, this
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts and shall be deemed for all purposes to be an
agreement under seal. Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the Commonwealth of Massachusetts and of the United States of America located
in the Commonwealth of Massachusetts for any actions, suits or proceedings
arising out of or relating to this Agreement and the transactions contemplated
hereby, and each of the parties hereto agrees not to commence any action, suit
or proceeding relating hereto or thereto except in such courts. Each of the
parties hereto hereby irrevocably and unconditionally waives any objection to
the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby or thereby, in the courts of
the Commonwealth of Massachusetts or the United States of America located in the
Commonwealth of Massachusetts, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum. In any action or suit to enforce any right or remedy
under this Agreement or to interpret any provision of this Agreement, the
prevailing party shall be entitled to recover its costs, including reasonable
attorneys' fees.

         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by its duly authorized officer, and the Trustee and
Executive have each hereunto set their hands, all as of the date first above
written.

                                             THE TJX COMPANIES, INC.

                                    By:      /s/  Donald G. Campbell
                                             ----------------------------------
                                             BOSTON PRIVATE BANK AND
                                             TRUST COMPANY, as Trustee of
                                             The Richard and Clare Lesser 1998
                                             Irrevocable Insurance Trust

                                    By:      /s/
                                             ________________________________

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

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