EXECUTION COPY







                            RETENTION AGREEMENT

                                  BETWEEN

                             TOYS "R" US, INC.

                                    AND

                              KEITH VAN BEEK

                               DATED AS OF

                            February 25, 1998

























                                                                VAN BEEK



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                            TOYS "R" US, INC.
                           RETENTION AGREEMENT

     AGREEMENT (this "Agreement"), by and between Toys "R" Us, Inc., a 
Delaware corporation (the "Company"), and Keith Van Beek (the 
"Officer"), dated as of February 25, 1998.  Capitalized terms used in 
this Agreement and in Exhibit A hereto that are not defined in the 
operative provisions shall have the meanings ascribed to them on Exhibit 
B hereto.

     1.  Employment Period.  The Company hereby agrees to continue to 
employ the Officer and the Officer hereby agrees to remain in the employ 
of the Company subject to the terms and conditions of this Agreement, 
for the Employment Period.  The term "Employment Period" means the 
period commencing on the date hereof and ending on the second 
anniversary of such date as automatically extended for successive 
additional one-year periods unless, at least six months prior to the 
scheduled expiration of the Employment Period, the Company shall give 
notice to the Officer that the Employment Period shall not be so 
extended.  

     2.  Terms of Employment.  (a)  Position. (i)  Commencing on the 
date hereof and for the remainder of the Employment Period, the Officer 
shall serve in the position of President - Toys "R" Us U.S. 
Merchandising and Marketing of the Company or such other senior Officer 
position to which the Officer may be appointed by the Company.  The 
Officer shall be based in Northeastern New Jersey.

     (ii)  During the Employment Period, and excluding any periods of 
vacation and sick leave to which the Officer is entitled, the Officer 
agrees to devote full time during normal business hours to the business 
and affairs of the Company and to use the Officer's best efforts to 
perform faithfully and efficiently such responsibilities.  During the 
Employment Period, the Officer may, so long as such activities do not 
interfere with the performance of the Officer's responsibilities as an 
employee of the Company in accordance with this Agreement, continue the 
corporate directorships on which the Officer serves, if any, as of the 
date hereof and such other corporate directorships as are consented to 
by the Chief Executive Officer.  It is expressly understood and agreed 
that to the extent that any such activities have been conducted by the 
Officer with the knowledge of the Company prior to a Change of Control, 
the continued conduct of such activities (or the conduct of activities 
similar in nature and scope thereto) subsequent to a Change of Control 
shall not thereafter be deemed to violate this Agreement.



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     (b)  Compensation.  

     (i)   Base Salary.  During the Employment Period, the Officer shall 
receive the Officer's Annual Base Salary which will be paid in 
accordance with the Company's regular payroll policies as in effect from 
time to time.  

     (ii)  Incentive Bonus.  The Officer shall also be eligible, for 
each fiscal year ending during the Employment Period, to receive an 
annual incentive bonus and long-term incentive awards pursuant to the 
Company's incentive Plans and subject to the terms thereof at a level 
commensurate with the Company's grants to the officer currently serving 
as President - Toys "R" Us U.S. Merchandising and Marketing or any more 
senior position(s) to which the Officer may be appointed.  Each such 
incentive bonus shall be paid in accordance with the Company's incentive 
Plans.  

     (iii)  Participation in Other Plans.  During the Employment Period, 
the Officer shall be eligible to participate in all other Plans at a 
level commensurate with the Officer's position.

     (iv)  Stock Units.  As further inducement for the Officer to enter 
into this Agreement and to continue in the employ of the Company, the 
Company has granted to the Officer stock units contingent on performance 
and future service, pursuant to the Stock Unit Agreement executed and 
delivered by the Company on the date hereof in the form attached as 
Annex A hereto.

     3.  Termination of Employment Upon Death, Disability or Retirement.  
The Officer's employment shall terminate upon the Officer's death, 
Disability or Retirement during the Employment Period and the 
obligations of the Company upon such termination shall be limited to 
those benefits provided by the Plans at the Date of Termination, except 
as specifically set forth herein or in the Stock Unit Agreement.

     4.  Other Termination of Employment. (a)  Company Termination.  The 
Company may terminate the Officer's employment during the Employment 
Period with or without Cause.  

     (b)  Good Reason. The Officer's employment may be terminated during 
the Employment Period by the Officer for Good Reason.








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     (c)  Notice of Termination.  Any termination by the Company for 
Cause, or by the Officer for Good Reason, shall be communicated by 
Notice of Termination to the other party hereto given in accordance with 
this Agreement.  The failure by the Officer or the Company to set forth 
in the Notice of Termination any fact or circumstance that contributes 
to a showing of Good Reason or Cause shall not waive any right of the 
Officer or the Company, respectively, hereunder or preclude the Officer 
or the Company, respectively, from asserting such fact or circumstance 
in enforcing the Officer's or the Company's rights hereunder.

     (d)  Obligations of the Company Upon Termination Under Section 4.  
If the Officer's employment shall have been terminated under Section 
4(a) (other than for Cause) or 4(b):

     (i)  the Company shall make a lump sum cash payment to the Officer 
within 30 days after the Date of Termination in an amount equal to the 
sum of (1) the Officer's pro rata Annual Base Salary payable through the 
Date of Termination to the extent not theretofore paid, (2) the targeted 
amount of the Officer's annual bonus and long-term incentive awards that 
would have been payable with respect to the fiscal year in which the 
Date of Termination occurs in each case absent the termination of the 
Officer's employment prorated for the portion of such fiscal year 
through the Date of Termination taking into account the number of 
complete months during such fiscal year through the Date of Termination 
and (3) the Officer's actual earned annual or long-term incentive awards 
for any completed fiscal year or period not theretofore paid or 
deferred; 

     (ii)  the Company shall pay to the Officer in equal installments, 
made at least monthly, over the twenty-four months following the Date of 
Termination an aggregate amount equal to (1) two times the Officer's 
Annual Base Salary in effect on the Date of Termination, (2) two times 
the targeted amount of the annual incentive bonus that would have been 
paid to the Officer with respect to the Company's fiscal year in which 
such Date of Termination occurs and (3) two times the targeted amount of 
the long-term incentive award that would have been paid to the Officer 
with respect to such fiscal year;












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     (iii)  the Company shall continue to provide, in the manner and 
timing provided for in the Plans (other than stock options and except as 
set forth in this Section 4(d) and in Section 7(b)), the benefits 
provided under the Plans that the Officer would receive on an after-tax 
basis if the Officer's employment had continued for two years after the 
Date of Termination assuming for this purpose that the Officer's 
compensation for each such year would have been one-half of the amount 
paid pursuant to clause (ii) above, and the Officer shall be fully 
vested in any account balance and all other benefits continuation under 
such Plans; provided, however that the benefits provided under this 
clause (iii) shall be limited to the coverage permitted by law or as 
would otherwise not potentially adversely impact on the tax 
qualification of any Plans; provided, further, that if such benefits may 
not be continued under the Plans, the Company shall pay to the Officer 
an amount equal to the Company's cost had such benefits been continued.

     (iv)  (1) all unvested options held by the Officer shall continue 
to vest in accordance with their terms for two years after the Date of 
Termination, and all remaining unvested options held by the Officer 
shall vest on the two year anniversary date of the Date of Termination, 
(2) all unvested profit shares held by the Officer or for the benefit of 
the Officer by a grantor trust established by the Company shall continue 
to vest in accordance with their terms for two years after the Date of 
Termination and all remaining profit shares shall vest on the two year 
anniversary date of the Date of Termination, provided that, if permitted 
by the terms of any such trust, any unvested profit shares shall 
continue to be held by such grantor trust until such profit shares vest 
pursuant to this clause (iv) and any such unvested profit share not 
permitted to be so held shall vest immediately and be delivered to the 
Officer, (3) any other unvested equity based award (including, without 
limitation, restricted stock and stock units) held by the Officer shall 
vest on the two year anniversary date of the Date of Termination on a 
pro rata basis determined by a fraction, the numerator of which is the 
number of months elapsed from the grant of such equity award through the 
Date of Termination plus the twenty-four months after the Date of 
Termination and the denominator of which is the total number of months 
in the vesting period for such award and shall be promptly delivered to 
the Officer entirely in the form of Common Stock, (4) any options held 
by the Officer that are vested on the Date of Termination or vest 
thereafter pursuant to this clause (iv) may be exercised until the 
earlier of (x) the thirty-month anniversary date of the Date of 
Termination and (y) the expiration date of such options and (5) the 
Officer shall not be entitled to any additional grants of any stock 
options, restricted stock, other equity based or long-term awards; and






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     (v)  the Officer will be entitled to continuation of health 
benefits under the Plans at a level commensurate with the Officer's 
current position or more senior position(s) to which the Officer may be 
appointed, and if the Officer elects to receive such health benefits, 
the Company shall pay the medical premiums therefore for the first 
twenty-four months after the Date of Termination, and thereafter the 
Officer shall pay the premium charged to former employees of the Company 
pursuant to Section 4980B of the Code until the Officer is sixty-five 
years of age; provided, that the Company can amend or otherwise alter 
the Plans to provide benefits to the Officer that are no less than those 
commensurate with the Officer's current position or more senior 
position(s) to which the Officer may be appointed; provided, that to the 
extent such benefits cannot be provided to the Officer under the terms 
of the Plans or the Plans cannot be so amended in any manner not adverse 
to the Company, the Company shall pay the Officer, on an after-tax 
basis, an amount necessary for the Officer to acquire such benefits from 
an independent insurance carrier; and provided, further, that the 
obligations of the Company under this clause (v) shall be terminated if, 
at any time after the Date of Termination, the Officer is employed by or 
is otherwise affiliated with a party that offers comparable health 
benefits to the Officer.

     (e)  Cause.  If the Officer's employment shall be terminated for 
Cause during the Employment Period or if the Officer voluntarily 
terminates employment during the Employment Period, excluding a 
termination for Good Reason, death, Disability or Retirement, the 
Employment Period shall terminate without further obligations to the 
Officer other than the obligation to pay to the Officer all payments and 
benefits due, in accordance with the Company's Plans through the Date of 
Termination.  

     5.  Release Agreement.  The benefits pursuant to Section 4 are 
contingent upon the Officer (i) executing a Separation and Release 
Agreement (the "Release Agreement") upon or after any Date of 
Termination, a copy of which is attached as Exhibit A to this Agreement 
and (ii) not revoking or challenging the enforceability of the Release 
Agreement or this Agreement.

     6.  Offset.  The Company shall have the right to offset the amounts 
required to be paid to the Officer under this Agreement against any 
amounts owed by the Officer to the Company, and nothing in this 
Agreement shall prevent the Company from pursuing any other available 
remedies against the Officer.





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7.  Compensation and Benefits Following Change of Control. 

     (a)  Notwithstanding any provision of this Agreement or any Plan, 
in no event shall any compensation or benefits, individually or in the 
aggregate, to which the Officer would be entitled be less favorable for 
the two years following a Change of Control than the Officer would have 
been entitled based upon the most favorable of the Company's Plans in 
effect for the Officer at any time during the 120-day period immediately 
preceding such Change of Control.

     (b)  In the event of termination of the Officer's employment under 
Section 4(a) (other than for Cause) or 4(b), whether before or after a 
Change of Control, following a Change of Control: (i) any remaining 
amounts payable under Sections 4(d)(i), (ii) and (iii) shall be payable 
in a lump sum within 30 days after the later of the Date of Termination 
or the Change of Control and (ii) in lieu of the Company's obligations 
under Section 4(d)(iv), all unvested options and equity based awards 
shall vest immediately on the later of the Date of Termination or the 
Change of Control and all such options may be exercised until the 
earlier of (x) the thirty-month anniversary date of the Date of 
Termination and (y) the expiration date of such options.

     8.  Nonexclusivity of Rights.  Nothing in this Agreement shall 
prevent or limit the Officer's continuing or future participation in any 
Plan for which the Officer may qualify nor shall anything herein limit 
or otherwise affect such rights as the Officer may have under any 
contract or agreement with the Company.  Amounts that are vested 
benefits or that the Officer is otherwise entitled to receive under any 
Plan, contract or agreement with the Company at or subsequent to the 
Date of Termination shall be payable in accordance with such Plan, or 
contract or agreement except as explicitly modified by this Agreement.

     9.  Full Settlement; Legal Fees.  

     (a)  No Obligation to Mitigate.  In no event shall the Officer be 
obligated to seek other employment or take any other action by way of 
mitigation of the amounts payable to the Officer under any of the 
provisions of this Agreement, and, except as specifically provided in 
this Agreement, such amounts shall not be reduced whether or not the 
Officer obtains other employment.

     (b)  Expenses of Contests.








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     (i)  The following shall apply for any dispute arising hereunder, 
under the Release Agreement or under the Stock Unit Agreement prior to a 
Change of Control:  In each case solely to the extent that the Officer 
is successful with respect thereto, the Company agrees to pay all 
reasonable legal and professional fees and expenses that the Officer may 
reasonably incur as a result of any contest by the Officer, by the 
Company or others of the validity or enforceability of, or liability 
under, any provision of this Agreement, the Release Agreement or the 
Stock Unit Agreement (including as a result of any contest by the 
Officer about the amount of any payment pursuant to this Agreement), 
plus in each case interest on any delayed payment at the applicable 
Federal rate provided for in Section 7872(f)(2)(A) of the Code or any 
successor Section of the Code.  

     (ii)  The following shall apply for any dispute arising hereunder, 
under the Release Agreement or under the Stock Unit Agreement upon or 
following a Change of Control:  The Company agrees to advance to the 
Officer all reasonable legal and professional fees and expenses that the 
Officer may reasonably incur as a result of any contest by the Officer, 
by the Company or others of the validity or enforceability of, or 
liability under, any provision of this Agreement, the Release Agreement 
or the Stock Unit Agreement (including as a result of any contest by the 
Officer about the amount of any payment pursuant to this Agreement), 
plus  in each case interest on any delayed payment at the applicable 
Federal rate provided for in Section 7872(f)(2)(A) of the Code or any 
successor Section of the Code.

     (iii)  The Officer shall reimburse the Company for its reasonable 
legal and professional fees and expenses, and in the case of advances 
made pursuant to paragraph (ii) above, shall refund the Company the 
amount of such advances, to the extent there is a final determination 
that  such fees, expenses or advances relate to claims brought by the 
Officer against, or defenses by the Officer of any claim of, the Company 
with respect to this Agreement, the Release Agreement or the Stock Unit 
Agreement that were determined to have been made or asserted by the 
Officer in bad faith or frivolously.

     10.  Certain Additional Payments by the Company.   Anything in this 
Agreement to the contrary notwithstanding, in the event that any actual 
or constructive payment or distribution by the Company to or for the 
benefit of the Officer (whether paid or payable or distributed or 
distributable pursuant to the terms of this Agreement, the Stock Unit 
Agreement or otherwise) is subject to the excise tax imposed by Section 
4999 of the Code or any successor provision of the Code (the "Excise 
Tax"), then the Company shall make the payments described on Exhibit C 
hereto.




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     11.  Restrictions and Obligations of the Officer.

     (a)  Consideration for Restrictions and Covenants.  The parties 
hereto acknowledge and agree that the principal consideration for the 
agreement to make the payments provided in Sections 3 and 4 hereof from 
the Company to the Officer and the grant to the Officer of the stock 
units of the Company as set forth in Section 2 hereof is the Officer's 
compliance with the undertakings set forth in this Section 11.  
Specifically, Officer agrees to comply with the provisions of this 
Section 11 irrespective of whether the Officer is entitled to receive 
any payments under Section 3 or 4 of this Agreement.

     (b)  Confidentiality.  The confidential and proprietary information 
and in any material respect trade secrets of the Company are among its 
most valuable assets, including but not limited to, its customer and 
vendor lists, database, computer programs, frameworks, models, its 
marketing programs, its sales, financial, marketing, training and 
technical information, and any other information, whether communicated 
orally, electronically, in writing or in other tangible forms concerning 
how the Company creates, develops, acquires or maintains its products 
and marketing plans, targets its potential customers and operates its 
retail and other businesses.  The Company has invested, and continues to 
invest, considerable amounts of time and money in obtaining and 
developing the goodwill of its customers, its other external 
relationships, its data systems and data bases, and all the information 
described above (hereinafter collectively referred to as "Confidential 
Information"), and any misappropriation or unauthorized disclosure of 
Confidential Information in any form would irreparably harm the Company.  
The Officer shall hold in a fiduciary capacity for the benefit of the 
Company all Confidential Information relating to the Company and its 
business, which shall have been obtained by the Officer during the 
Officer's employment by the Company and which shall not be or become 
public knowledge (other than by acts by the Officer or representatives 
of the Officer in violation of this Agreement).  After termination of 
the Officer's employment with the Company, the Officer shall not, 
without the prior written consent of the Company or as may otherwise be 
required by law or legal process, communicate, divulge or use any such 
information, knowledge or data to anyone other than the Company and 
those designated by it.  











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     (c)  Non-Solicitation or Hire.  During the Employment Period and 
for a two-year period following the termination of the Officer's 
employment for any reason, the Officer shall not, directly or indirectly 
(i) employ or seek to employ any person who is at the Date of 
Termination, or was at any time within the six-month period preceding 
the Date of Termination, an officer, general manager or director or 
equivalent or more senior level employee of the Company or any of its 
subsidiaries or otherwise solicit, encourage, cause or induce any such 
employee of the Company or any of its subsidiaries to terminate such 
employee's employment with the Company or such subsidiary for the 
employment of another company (including for this purpose the 
contracting with any person who was an independent contractor  
(excluding consultant) of the Company during such period) or (ii) take 
any action that would interfere with the relationship of the Company or 
its subsidiaries with their suppliers and franchisees without, in either 
case, the prior written consent of the Company's Board of Directors, or 
engage in any other action or business that would have a material 
adverse effect on the Company.

     (d)  Non-Competition and Consulting.  (i)  During the Employment 
Period and for a two-year period (the "Consulting Period") following the 
termination of the Officer's employment for any reason, the Officer 
shall not, directly or indirectly:

     (x)  engage in any managerial, administrative, advisory, 
consulting, operational or sales activities in a Restricted Business 
anywhere in the Restricted Area, including, without limitation, as a 
director or partner of such Restricted Business, or

     (y)  organize, establish, operate, own, manage, control or have a 
direct or indirect investment or ownership interest in a Restricted 
Business or in any corporation, partnership (limited or general), 
limited liability company enterprise or other business entity that 
engages in a Restricted Business anywhere in the Restricted Area; and

     (ii)  During the Consulting Period, the Officer shall 

     (x)  be available to render services to the Company as an 
independent contractor/consultant but not as an employee of the Company; 
and  

     (y)  perform such duties as may be reasonably requested in writing 
from time to time during the Consulting Period by the Chief Executive 
Officer; provided that such duties shall not conflict with the duties of 
the Officer for a new employer if such employment does not violate the 
terms of Section 11(d)(i)  hereof.



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     (iii)  Section 11(d) shall not bind the Officer during any period 
following the termination of the Officer's employment if there has been 
a Change of Control irrespective of whether the Change of Control occurs 
before or after the Date of Termination.  

     (iv)  Nothing contained in this Section 11(d) shall prohibit or 
otherwise restrict the Officer from acquiring or owning, directly or 
indirectly, for passive investment purposes not intended to circumvent 
this Agreement, securities of any entity engaged, directly or 
indirectly, in a Restricted Business if either (i) such entity is a 
public entity and such Officer (A) is not a controlling Person of, or a 
member of a group that controls, such entity and (B) owns, directly or 
indirectly, no more than 3% of any class of equity securities of such 
entity or (ii) such entity is not a public entity and the Officer (A) is 
not a controlling Person of, or a member of a group that controls, such 
entity and (B) does not own, directly or indirectly, more than 1% of any 
class of equity securities of such entity.

     (e)  Definitions.  For purposes of this Section 11  TC "(e)   
Definitions.  For purposes of this Section 11" \f C \l "2"  :

     (i)  "Restricted Business" means the retail store or mail order 
business or any business, in each case if it is involved in the 
manufacture or marketing of toys, juvenile or baby products, juvenile 
furniture or children's clothing or any other business in which the 
Company may be engaged on the Date of Termination.

     (ii)  "Restricted Area" means any country in which the Company or 
its subsidiaries owns or franchises any retail store operations or 
otherwise has operations on the Date of Termination.

     (f)  Relief.  The parties hereto hereby acknowledge that the 
provisions of this Section 11 are reasonable and necessary for the 
protection of the Company and its subsidiaries.  In addition, the 
Officer further acknowledges that the Company and its subsidiaries will 
be irrevocably damaged if such covenants are not specifically enforced.  
Accordingly, the Officer agrees that, in addition to any other relief to 
which the Company may be entitled, the Company will be entitled to seek 
and obtain injunctive relief (without the requirement of any bond) from 
a court of competent jurisdiction for the purposes of restraining the 
Officer from any actual or threatened breach of such covenants.  In 
addition, without limiting the Company's remedies for any breach of any 
restriction on the Officer set forth in Section 11, except as required 
by law, the Officer shall not be entitled to any payments set forth in 
Section 3 or 4 hereof if the Officer breaches any of the covenants 
applicable to the Officer contained in this Section 11, the Officer will 
immediately return to the Company any such payments previously received 


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upon such a breach, and, in the event of such breach, the Company will 
have no obligation to pay any of the amounts that remain payable by the 
Company under Section 3 or 4.


     12.  Successors.  (a)  This Agreement is personal to the Officer 
and without the prior written consent of the Company shall not be 
assignable by the Officer otherwise than by will or the laws of descent 
and distribution.  This Agreement shall inure to the benefit of and be 
enforceable by the Officer's legal representatives.

     (b)  This Agreement shall inure to the benefit of and be binding 
upon the Company and its successors and assigns.

     (c)  The Company will, within thirty days after a Change of 
Control, and the Company will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Company within 
thirty days after any such event of succession to, assume expressly and 
agree to perform this Agreement in the same manner and to the same 
extent that the Company would be required to perform it if no such 
succession had taken place.  As used in this Agreement, "Company" shall 
mean the Company as hereinbefore defined and any successor to its 
business and/or assets as aforesaid that assumes and agrees to perform 
this Agreement by operation of law, or otherwise.

     13.  Miscellaneous.  (a)  Governing Law.  This Agreement shall be 
governed by and construed in accordance with the laws of the State of 
New Jersey, without reference to principles of conflict of laws.  

     (b)  Captions.  The captions of this Agreement are not part of the 
provisions hereof and shall have no force or effect.  

     (c)  Amendment.  This Agreement may not be amended or modified 
otherwise than by a written agreement executed by the parties hereto or 
their respective successors and legal representatives.

     (d)  Notices.  All notices and other communications hereunder shall 
be in writing and shall be given by hand delivery to the other party or 
by registered or certified mail, return receipt requested, postage 
prepaid, addressed as follows:

     (i)  If to the Officer, to the address on file with the Company; 
and

(ii)  If to the Company, to it at Toys "R" Us, Inc., 461 From Road, 
Paramus, New Jersey 07652, Attention: Senior Vice President - Human 
Resources;


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     or to such other address as either party shall have furnished to 
the other in writing in accordance herewith.  Notice and communications 
shall be effective when actually received by the addressee.

     (e)  Assistance to Company.  At all times during and after the 
Employment Period and at the Company's expense for significant out-of-
pocket expenses actually and reasonably incurred by the Officer in 
connection therewith, the Officer shall provide reasonable assistance to 
the Company in the collection of information and documents and shall 
make the Officer available when reasonably requested by the Company in 
connection with claims or actions brought by or against third parties or 
investigations by governmental agencies based upon events or 
circumstances concerning the Officer's duties, responsibilities and 
authority during the Employment Period.

     (f)  Severability of Provisions.  Each of the sections contained in 
this Agreement shall be enforceable independently of every other section 
in this Agreement, and the invalidity or nonenforceability of any 
section shall not invalidate or render unenforceable any other section 
contained in this Agreement.  The Officer acknowledges that the 
restrictive covenants contained in Section 11 are a condition of this 
Agreement and are reasonable and valid in geographical and temporal 
scope and in all other respects.  If any court or arbitrator determines 
that any of the covenants in Section 11, or any part of any of them, is 
invalid or unenforceable, the remainder of such covenants and parts 
thereof shall not thereby be affected and shall be given full effect, 
without regard to the invalid portion.  If any court or arbitrator 
determines that any of such covenants, or any part thereof, is invalid 
or unenforceable because of the geographic or temporal scope of such 
provision, such court or arbitrator shall reduce such scope to the 
minimum extent necessary to make such covenants valid and enforceable.

     (g)  Withholding.  The Company may withhold from any amounts 
payable under this Agreement such Federal, state, local or foreign taxes 
as shall be required to be withheld pursuant to any applicable law or 
regulation.

     (h)  Waiver.  The Officer's or the Company's failure to insist upon 
strict compliance with any provision hereof or any other provision of 
this Agreement or the failure to assert any right the Officer or the 
Company may have hereunder shall not be deemed to be a waiver of such 
provision or right or any other provision or right of this Agreement.






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     (i)  Arbitration.  Except as otherwise provided for herein, any 
controversy arising under, out of, in connection with, or relating to, 
this Agreement, and any amendment hereof, or the breach hereof or 
thereof, shall be determined and settled by arbitration in New York, New 
York, by a three person panel mutually agreed upon, or in the event of a 
disagreement as to the selection of the arbitrators, in accordance with 
the Employment Dispute Resolution Rules of the American Arbitration 
Association.  Any award rendered therein shall specify the findings of 
fact of the arbitrator or arbitrators and the reasons of such award, 
with the reference to and reliance on relevant law.  Any such award 
shall be final and binding on each and all of the parties thereto and 
their personal representatives, and judgment may be entered thereon in 
any court having jurisdiction thereof.

     (j)  Resignation.  Without limiting the obligations of the Officer, 
or the rights of the Company, in connection with, or relating to, this 
Agreement, the Officer agrees that in order for the Officer to resign 
his employment with the Company or any of its Subsidiaries, the Officer 
shall provide the Company with six (6) months notice of resignation 
prior to the effective date of such resignation.

     IN WITNESS WHEREOF, the Officer has hereunto set the Officer's hand 
and the Company has caused these presents to be executed in its name on 
its behalf, all as of the day and year first above written.

                                    KEITH VAN BEEK


                                    /s/ Keith Van Beek



                                    TOYS "R" US, INC.

                                    By: /s/ Roger C. Gaston
                                        Name: Roger C. Gaston
                                        Title: Sr. V.P. - Human Resources













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                                EXHIBIT A
                    SEPARATION AND RELEASE AGREEMENT


     This Separation and Release Agreement ("Agreement") is entered into 
as of this    day of                       , 19  , between TOYS "R" US, 
INC. and any successor thereto (collectively, the "Company") and Keith 
Van Beek (the "Officer").

     The Officer and the Company agree as follows:

     1.  The employment relationship between the Officer and the Company 
terminated on                             (the "Termination Date").

     2.  In accordance with the Officer's Retention Agreement, the 
Company has agreed to pay the Officer certain payments and to make 
certain benefits available after the Termination Date.

     3.  In consideration of the above, the sufficiency of which the 
Officer hereby acknowledges, the Officer, on behalf of the Officer and 
the Officer's heirs, executors and assigns, hereby releases and forever 
discharges the Company and its members, parents, affiliates, 
subsidiaries, divisions, any and all current and former directors, 
officers, employees, agents, and contractors and their heirs and 
assigns, and any and all employee pension benefit or welfare benefit 
plans of the Company, including current and former trustees and 
administrators of such employee pension benefit and welfare benefit 
plans, from all claims, charges, or demands, in law or in equity, 
whether known or unknown, which may have existed or which may now exist 
from the beginning of time to the date of this letter agreement, 
including, without limitation, any claims the Officer may have arising 
from or relating to the Officer's employment or termination from 
employment with the Company, including a release of any rights or claims 
the Officer may have under Title VII of the Civil Rights Act of 1964, as 
amended, and the Civil Rights Act of 1991 (which prohibit discrimination 
in employment based upon race, color, sex, religion, and national 
origin); the Americans with Disabilities Act of 1990, as amended, and 
the Rehabilitation Act of 1973 (which prohibit discrimination based upon 
disability); the Family and Medical Leave Act of 1993 (which prohibits 
discrimination based on requesting or taking a family or medical leave); 
Section 1981 of the Civil Rights Act of 1866 (which prohibits 
discrimination based upon race); Section 1985(3) of the Civil Rights Act 
of 1871 (which prohibits conspiracies to discriminate); the Employee 
Retirement Income Security Act of 1974, as amended (which prohibits 
discrimination with regard to benefits); any other federal, state or 
local laws against discrimination; or any other federal, state, or local 
statute, or common law relating to employment, wages, hours, or any 



                            <Page 15 of 29>

<PAGE>



other terms and conditions of employment.  This includes a release by 
the Officer of any claims for wrongful discharge, breach of contract, 
torts or any other claims in any way related to the Officer's employment 
with or resignation or termination from the Company.  This release also 
includes a release of any claims for age discrimination under the Age 
Discrimination in Employment Act, as amended ("ADEA").  The ADEA 
requires that the Officer be advised to consult with an attorney before 
the Officer waives any claim under ADEA.  In addition, the ADEA provides 
the Officer with at least 21 days to decide whether to waive claims 
under ADEA and seven days after the Officer signs the Agreement to 
revoke that waiver.  This release does not release the Company from any 
obligations due to the Officer under Section 4, 7, 9(b), 10, 11 or 13(e) 
of the Officer's Retention Agreement, the Officer's Indemnification 
Agreement with the Company or under this Agreement.

     Additionally, the Company agrees to discharge and release the 
Officer and the Officer's heirs from any claims, demands, and/or causes 
of action whatsoever, presently known or unknown, that are based upon 
facts occurring prior to the date of this Agreement, including, but not 
limited to, any claim, matter or action related to the Officer's 
employment and/or affiliation with, or termination and separation from 
the Company; provided that such release shall not release the Officer 
from any loan or advance by the Company or any of its subsidiaries, any 
act that would constitute "Cause" under the Officer's Retention 
Agreement or a breach under Section 9(b), 11 or 13(e) of the Officer's 
Retention Agreement.

     4.  This Agreement is not an admission by either the Officer or the 
Company of any wrongdoing or liability.

     5.  The Officer waives any right to reinstatement or future 
employment with the Company following the Officer's separation from the 
Company on the Termination Date.

     6.  The Officer agrees not to engage in any act after execution of 
the Separation and Release Agreement that is intended, or may reasonably 
be expected to harm the reputation, business, prospects or operations of 
the Company, its officers, directors, stockholders or employees.  The 
Company further agrees that it will engage in no act which is intended, 
or may reasonably be expected to harm the reputation, business or 
prospects of the Officer.

     7.  The Officer shall continue to be bound by Sections 11 and 13(e) 
of the Officer's Retention Agreement.



                            <Page 16 of 29>

<PAGE>



     8.  The Officer shall promptly return all the Company property in 
the Officer's possession, including, but not limited to, the Company 
keys, credit cards, cellular phones, computer equipment, software and 
peripherals and originals or copies of books, records, or other 
information pertaining to the Company business.  The Officer shall 
return any leased or Company car at the expiration of the Consulting 
Period (as defined in the Officer's Retention Agreement).

     9.  This Agreement shall be governed by and construed in accordance 
with the laws of the State of New Jersey, without reference to the 
principles of conflict of laws.  Exclusive jurisdiction with respect to 
any legal proceeding brought concerning any subject matter contained in 
this Agreement shall be settled by arbitration as provided in the 
Officer's Retention Agreement.

     10.  This Agreement represents the complete agreement between the 
Officer and the Company concerning the subject matter in this Agreement 
and supersedes all prior agreements or understandings, written or oral.  
This Agreement may not be amended or modified otherwise than by a 
written agreement executed by the parties hereto or their respective 
successors and legal representatives.

     11.  Each of the sections contained in this Agreement shall be 
enforceable independently of every other section in this Agreement, and 
the invalidity or nonenforceability of any section shall not invalidate 
or render unenforceable any other section contained in this Agreement.

     12.  It is further understood that for a period of 7 days following 
the execution of this Agreement in duplicate originals, the Officer may 
revoke this Agreement, and this Agreement shall not become effective or 
enforceable until the revocation period has expired.  No revocation of 
this Agreement by the Officer shall be effective unless the Company has 
received within the 7-day revocation period, written notice of any 
revocation, all monies received by the Officer under this Agreement and 
all originals and copies of this Agreement.

     13.  This Agreement has been entered into voluntarily and not as a 
result of coercion, duress, or undue influence.  The Officer 
acknowledges that the Officer has read and fully understands the terms 
of this Agreement and has been advised to consult with an attorney 
before executing this Agreement.  Additionally, the Officer acknowledges 
that the Officer has been afforded the opportunity of at least 21 days 
to consider this Agreement.






                            <Page 17 of 29>

<PAGE>



     The parties to this Agreement have executed this Agreement as of 
the day and year first written above.
TOYS "R" US, INC.

By:  ________________________

Name:
Title:

KEITH VAN BEEK


_____________________________




































                            <Page 18 of 29>

<PAGE>



                                EXHIBIT B


     Capitalized terms used in the Agreement that are not elsewhere 
defined in the Agreement have the definitions set forth below:

     "Annual Base Salary" means $375,000 per annum as may be increased 
from time to time in the discretion of either the Committee, the Board 
or any appropriate committee of the Board.

     "Board" means the Board of Directors of the Company.

     "Cause" means:  (i) the conviction of, or pleading guilty or nolo 
contendere to, a felony involving moral turpitude; (ii)  the commission 
of any fraud, misappropriation or misconduct which causes demonstrable 
injury to the Company or a subsidiary; (iii) an act of dishonesty 
resulting or intended to result, directly or indirectly, in material 
gain or personal enrichment to the Officer at the expense of the Company 
or a subsidiary; (iv) any material breach of the Officer's fiduciary 
duties to the Company as an employee or officer; (v) a serious violation 
of the Toys "R" Us Ethics Agreement or any other serious violation of a 
Company policy; (vi) the willful and continued failure of the Officer to 
perform substantially the Officer's duties with the Company or one of 
its subsidiaries (other than any such failure resulting from incapacity 
due to physical or mental illness resulting in a Disability), within a 
reasonable time after a written demand for substantial performance is 
delivered to the Officer by the Board, which specifically identifies the 
manner in which the Board believes that the Officer has not 
substantially performed the Officer's duties; (vii) the failure by the 
Officer to comply, in any material respect, with the provisions of 
Section 11 of the Agreement; or (viii) the failure by the Officer to 
comply with any other undertaking set forth in the Agreement or any 
breach by the Officer hereof that is reasonably likely to result in a 
material injury to the Company.

     For purposes of this provision, no act or failure to act, on the 
part of the Officer, shall be considered "willful" unless it is done, or 
omitted to be done, by the Officer in bad faith or without reasonable 
belief that the Officer's action or omission was in the best interests 
of the Company.  Any act, or failure to act, based upon authority given 
pursuant to a resolution duly adopted by the Board or based upon the 
advice of regular outside counsel for the Company shall be conclusively 
presumed to be done, or omitted to be done, by the Officer in good faith 
and in the best interests of the Company.  The cessation of employment 
of the Officer shall not be deemed to be for Cause unless and until 
there shall have been delivered to the Officer a copy of a resolution 
duly adopted by the affirmative vote of a majority of the entire 


                           <Page 19 of 29>

<PAGE>



membership of the Board at a meeting of the Board called and held for 
such purpose (after reasonable notice is provided to the Officer and the 
Officer is given an opportunity, together with counsel, to be heard 
before the Board), finding that, in the good faith opinion of the Board, 
the Officer is guilty of the conduct described, and specifying the 
particulars thereof in detail.

     "Change of Control" - See Exhibit C.

     "Committee" means the Company's Management Compensation and Stock 
Option Committee of the Board of Directors or any successor committee of 
the Board performing equivalent functions.

     "Date of Termination" means (i) if the Officer's employment is 
terminated by the Company for Cause, or by the Officer for Good Reason, 
the date of receipt of the Notice of Termination or any later date 
specified therein, as the case may be (although such Date of Termination 
shall retroactively cease to apply if the circumstances providing the 
basis of termination for Cause or Good Reason are cured in accordance 
with the Agreement), (ii) if the Officer's employment is terminated by 
the Company other than for Cause, the Date of Termination shall be the 
date so designated by the Company in its notification to the Officer of 
such termination, (iii) if the Officer's employment is terminated by 
reason of death or Disability, the Date of Termination shall be the date 
of death of the Officer or the effective date of the Disability, as the 
case may be, and (iv) the last day of the Employment Period during which 
the Company shall have given notice to the Officer that the Employment 
Period shall not be extended.

     "Disability" means the determination that the Officer is disabled 
pursuant to the terms of the TRU Partnership Employees' Savings and 
Profit Sharing Plan, as amended and restated as of October 1, 1993, as 
the same may be amended from time to time.

     "Good Reason" means, without the Officer's prior written consent, 
the occurrence of any of the following, provided that the Officer 
delivers a Notice of Termination specifying such occurrence within 30 
days thereof:










                            <Page 20 of 29>

<PAGE>



     (i)  the assignment of the Officer to a position materially 
inconsistent with the requirements of Section 2(a) of the Agreement, 
excluding for this purpose an action not taken in bad faith and which is 
remedied by the Company promptly after receipt of notice thereof given 
by the Officer; provided, however, that the foregoing shall not 
constitute "Good Reason" if it is not attendant to a reduction in the 
Officer's Annual Base Salary or total target compensation except that a 
request by the Company for the Officer to relocate outside Northeastern 
New Jersey shall constitute "Good Reason";

     (ii)  any failure by the Company to comply in any material respect 
with any of the provisions of Section 2(b) of the Agreement, other than 
failure not occurring in bad faith and that is remedied by the Company 
within a reasonable time after receipt of notice thereof given by the 
Officer;

     (iii)  any failure by the Company to comply with and satisfy 
Section 12(c) of the Agreement; or

     (iv)  notice by the Company that it is not extending the 
termination date of the Employment Period.

     "Notice of Termination" means a written notice that (i) indicates 
the specific termination provision in this Agreement relied upon, (ii) 
to the extent applicable, sets forth in reasonable detail the facts and 
circumstances claimed to provide a basis for termination of the 
Officer's employment under the provision so indicated and (iii) if the 
Date of Termination (as defined above) is other than the date of receipt 
of such notice, specifies the termination date (which date shall be not 
more than thirty days after the giving of such notice).

     "Plans" means all employee compensation, benefit and welfare plans, 
policies and programs of the Company, which may include, without 
limitation, incentive, savings, retirement, stock option, restricted 
stock, supplemental Officer retirement, pension, medical, prescription, 
dental, disability, salary continuance, employee life, group life, 
accidental death and travel accident insurance plans, vacation 
practices, fringe benefit practices and policies relating to the 
reimbursement of business expenses.

     "Retirement" shall have the meaning ascribed to that term in the 
Plan under which benefits are being sought by the Officer.






                            <Page 21 of 29>

<PAGE>



                               EXHIBIT C
                  CHANGE OF CONTROL AND TAX GROSS-UP


     I.  Certain Definitions

     "Change of Control" means, after the date hereof:

     (a)  The acquisition by any individual, entity or group (within the 
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act 
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial 
ownership (within the meaning of Rule 13d-3 promulgated under the 
Exchange Act) of 25% or more of either (i) the then outstanding shares 
of common stock of the Company (the "Outstanding Company Common Stock") 
or (ii) the combined voting power of the then outstanding voting 
securities of the Company entitled to vote generally in the election of 
directors (the "Outstanding Company Voting Securities"); provided, 
however, that for purposes of this subsection (a), the following 
acquisitions shall not constitute a Change of Control:   (i) any 
acquisition by the Company or any of its subsidiaries,  (ii) any 
acquisition by any employee benefit plan (or related trust) sponsored or 
maintained by the Company or any subsidiary of the Company, (iii) any 
acquisition by any Person pursuant to a transaction that complies with 
clauses (i), (ii) and (iii) of subsection (c) below, or (iv) any 
acquisition by any entity in which the Officer has a material direct or 
indirect equity interest; or

     (b)  The cessation of the "Incumbent Board" for any reason to 
constitute at least a majority of the Board.  "Incumbent Board" means 
the members of the Board on the date hereof and any member of the Board 
subsequent to the date hereof whose election, or nomination for election 
by the Company's stockholders, was approved by a vote of at least a 
majority of the directors then comprising the Incumbent Board, except 
that the Incumbent Board shall not include any member of the Board whose 
initial assumption of office occurs as a result of an actual or 
threatened election contest with respect to the election or removal of 
directors or other actual or threatened solicitation of proxies or 
consents by or on behalf of a Person other than the Board.

     (c)  The consummation of a reorganization, merger or consolidation 
or sale or other disposition of all or substantially all of the assets 
of the Company (a "Business Combination"), in each case, unless, 
immediately following such Business Combination each of the following 
would be correct: 




                            <Page 22 of 29>

<PAGE>



     (i)  all or substantially all of the individuals and entities who 
were the beneficial owners, respectively, of the  Outstanding Company 
Common Stock and Outstanding Company Voting Securities immediately prior 
to such Business Combination beneficially own, directly or indirectly, 
more than 60% of, respectively, the then outstanding shares of common 
stock and the combined voting power of the then outstanding voting 
securities entitled to vote generally in the election of directors, as 
the case may be, of the Person resulting from such Business Combination 
(including, without limitation, a Person which as a result of such 
transaction owns the Company or all or substantially all of the 
Company's assets either directly or through one or more subsidiaries) in 
substantially the same proportions as their ownership, immediately prior 
to such Business Combination of the Outstanding Company Common Stock and 
Outstanding Company Voting Securities, as the case may be, and 

     (ii)  no Person (excluding (A) any employee benefit plan (or 
related trust) sponsored or maintained by the Company or any subsidiary 
of the Company, or such corporation resulting from such Business 
Combination or any Affiliate of such corporation, or (B) any entity in 
which the Officer has a material equity interest, or any "Affiliate" (as 
defined in Rule 405 under the Securities Act of 1933, as amended) of 
such entity) beneficially owns, directly or indirectly, 25% or more of, 
respectively, the then outstanding shares of common stock of the 
corporation resulting from such Business Combination, or the combined 
voting power of the then outstanding voting securities of such 
corporation except to the extent that such ownership existed prior to 
the Business Combination, and 

     (iii)  at least a majority of the members of the board of directors 
of the corporation resulting from such Business Combination were members 
of the Incumbent Board at the time of the execution of the initial 
agreement, or of the action of the Board, providing for such Business 
Combination; or

     (d)  Approval by the stockholders of the Company of a complete 
liquidation or dissolution of the Company.

     II.  Tax Gross-Up

     (a)  If required by Section 10 of the Agreement, in addition to the 
payments described in Sections 4 and 7 of the Agreement and the grants 
described in the Stock Unit Agreement, the Company shall pay to the 
Officer an amount (the "Gross-up") such that the net amount retained by 
the Officer, after deduction of any Excise Tax and any United States 
Federal, state and local income taxes, equals the amount of such 
payments that the Officer would have retained had such Excise Tax not 
been imposed.  In addition, the Company shall indemnify and hold the 
Officer harmless on an after-tax basis from any Excise Tax imposed on or


                            <Page 23 of 29>

<PAGE>



with respect to any such payment (including, without limitation, any 
interest, penalties and additions to tax) payable in connection with any 
such Excise Tax.  For purposes of determining the amount of any Gross-up 
or the amount required to make an indemnity payment on an after-tax 
basis, it shall be assumed that the Officer is subject to Federal, state 
and local income tax at the highest marginal statutory rates in effect 
for the relevant period after taking into account any deduction 
available in respect of any such tax (e.g., if state and local taxes are 
deductible for Federal income tax purposes in the relevant period, it 
shall be assumed that such taxes offset income that would otherwise be 
subject to Federal income tax at the highest marginal statutory rate in 
effect for such period).  

     (b)  Subject to the provisions of paragraph (c) of this Exhibit C , 
the determination of (i) whether a Gross-up is required and the amount 
of such Gross-up and (ii) the amount necessary to make any payment on an 
after-tax basis, shall be made in accordance with the assumptions set 
forth in paragraph (a) of this Exhibit C  by Ernst & Young LLP or such 
other "Big Six" accounting firm designated by the Officer and reasonably 
acceptable to the Company.

     (c)  The Officer shall notify the Company as soon as practicable in 
writing of any claim by the Internal Revenue Service that, if 
successful, would require any Gross-up or indemnity payment.  The 
Officer shall not pay such claim prior to the expiration of the 30-day 
period following the date on which it gives such notice to the Company.  
If the Company notifies the Officer in writing prior to the expiration 
of such period that it desires to contest such claim, the Officer shall 
take all actions necessary to permit the Company to control all 
proceedings taken in connection with such contest.  In that connection, 
the Company may, at its sole option, pursue or forgo any and all 
administrative appeals, proceedings, hearings and conferences in respect 
of such claim and may, at its sole option, either direct the Officer to 
pay the tax claimed and sue for a refund or contest the claim in any 
permissible manner; provided, however, that the Company shall pay and 
indemnify the Officer from and against all costs and expenses incurred 
in connection with such contest; provided further, however, that if the 
Company directs the Officer to pay such claim and sue for a refund, the 
Company shall advance the amount of such payment to the Officer on an 
interest-free basis and at no net after-tax cost to the Officer.  If the 
Officer becomes entitled to receive any refund or credit with respect to 
such claim (or would be entitled to a refund or credit but for a 
counterclaim for taxes not indemnified hereunder), the Officer shall 
promptly pay to the Company the amount of such refund (together with any 
interest paid or credited thereon) plus the amount of any tax benefit 
available to the Officer as a result of making such payment (any such 
benefit calculated based on the assumption that any deduction available 
to the Officer offsets income that would otherwise be taxed at the 
highest marginal statutory rates of Federal, state and local income tax 
for the relevant periods).

                             <Page 24 of 29>
<PAGE>



                                ANNEX A

                         STOCK UNIT AGREEMENT


     STOCK UNIT AGREEMENT, dated as of February 25, 1998 (the "Unit 
Agreement"), between TOYS "R" US, INC., a Delaware corporation (the 
"Company"), and Keith Van Beek (the "Officer").

                        W I T N E S S E T H:

     WHEREAS, the Company proposed for the approval of the stockholders 
of the Company at the 1997 Annual Meeting of Stockholders an Amendment 
(the "Amendment") to the Company's 1994 Stock Option and Performance 
Incentive Plan (the "Plan") providing for performance criteria that may 
be utilized by the Management Compensation and Stock Option Committee 
(the "Committee") in connection with the grant of Performance Shares (as 
defined in the Plan and referred to herein as "Stock Units"), and the 
Stockholders approved such Amendment;

     WHEREAS, the Officer and the Company are entering into a Retention 
Agreement, dated as of even date herewith (the "Retention Agreement");

     WHEREAS, as further inducement for the Officer to execute the 
Retention Agreement and continue in the employ of the Company, the 
Committee has determined to grant the Officer the Stock Units as 
described in this Unit Agreement, and

     WHEREAS, the Board and the Committee desire that the compensation 
arising from the Stock Units shall qualify as "performance-based 
compensation" for purposes of Section 162(m) of the Internal Revenue 
Code of 1986, as amended.

     NOW, THEREFORE, in consideration of the covenants set forth herein 
and for other good and valuable consideration, the parties agree as 
follows:

     1.  Definitions.  Capitalized terms used herein without definition 
shall have the meanings ascribed to them in the Plan.







                           <Page 25 of 29>

<PAGE>



     2.  Stock Unit Grant.  Subject to the terms and conditions set 
forth in this Unit Agreement and in Section 10 of the Plan, the Officer 
is hereby granted 20,000 Stock Units.  Each Stock Unit represents the 
right to receive one share of Common Stock (collectively, with other 
shares of Common Stock relating to the Stock Units and held in the 
Officer's account in the Trust (as defined below) in respect of the 
Stock Units, the "Shares").  The 20,000 Shares shall be promptly 
deposited after the date hereof in the grantor trust created pursuant to 
the Grantor Trust Agreement, dated as of October 1, 1995 between the 
Company and American Express Trust Company, a Minnesota trust company 
(together with any grantor trust subsequently established by the 
Company, the "Trust") and shall be allocated by the Trust to the 
Officer's account therein subject to the forfeiture conditions of 
Section 3 below.  Any property attributable to the Shares, including, 
without limitation, dividends and distributions thereon, shall be 
deposited into the Trust, shall as promptly as practicable be reinvested 
in shares of Common Stock, and shall be allocated by the Trust to the 
Officer's account therein subject to the forfeiture conditions of 
Section 3 below.

     3.  Forfeiture Conditions.  The Stock Units granted to the Officer 
hereunder shall be forfeited in their entirety, subject to the terms of 
the Retention Agreement, if:

     (i)  the Officer's employment with the Company terminates prior to 
the fifth anniversary of the date hereof ; or

     (ii)  the Performance Objective set forth on Exhibit A hereto is 
not achieved.

     4.  Payment of Stock Units.  As soon as practicable but no later 
than February 25, 2003, the Committee shall determine whether the 
Performance Objective set forth on Exhibit A has been achieved.  The 
Shares, together with any property attributable thereto (including, 
without limitation, dividends and distributions thereon), shall be 
delivered to the Officer promptly following February 25, 2003 unless the 
Officer has elected to defer receipt of such Shares in accordance with 
the terms and conditions of any deferred compensation program maintained 
by the Company or has failed to satisfy the condition set forth in 
Section 3(i) hereof.  








                           <Page 26 of 29>

<PAGE>



     5.  Investment Representation.  The Shares acquired by the Officer 
under this Unit Agreement will be acquired for the Officer's account and 
not with a view to the distribution thereof, and the Officer will not 
sell or otherwise dispose of the Shares unless the Shares are registered 
under the Securities Act of 1933, as amended (the "Act"), or the Officer 
shall furnish the Company with an opinion of counsel reasonably 
satisfactory to the Company that such registration is not required, and 
a legend to such effect may be placed on the certificate for the Shares.

     6.  Liability; Indemnification.  No member of the Committee, nor 
any person to whom ministerial duties have been delegated, shall be 
personally liable for any action, interpretation or determination made 
with respect to this Unit Agreement, and each member of the Committee 
shall be fully indemnified and protected by the Company with respect to 
any liability such member may incur with respect to any such action, 
interpretation or determination, to the extent permitted by applicable 
law and to the extent provided in the Company's Certificate of 
Incorporation and Bylaws, as amended from time to time, or under any 
agreement between any such member and the Company.

     7.  Severability.  Each of the Sections contained in this Unit 
Agreement shall be enforceable independently of every other section in 
this Unit Agreement, and the invalidity or nonenforceability of any 
section shall not invalidate or render unenforceable any other section 
contained in this Unit Agreement

     8.  Governing Law.  This Unit Agreement shall be governed by and 
construed in accordance with the laws of the State of New Jersey, 
without reference to principles of conflict of laws.  Exclusive 
jurisdiction with respect to any legal proceeding brought concerning any 
subject matter contained in this Unit Agreement shall be settled by 
arbitration as provided in the Retention Agreement.

     9.  Captions.  The captions of this Unit Agreement are not part of 
the provisions hereof and shall have no force or effect.  

     10.  Amendment.  This Unit Agreement may not be amended or modified 
otherwise than by a written agreement executed by the parties hereto or 
their respective successors and legal representatives.

     11.  Notices.  All notices and other communications hereunder shall 
be in writing and shall be given by hand delivery to the other party or 
by registered or certified mail, return receipt requested, postage 
prepaid, addressed as follows:




                            <Page 27 of 29>

<PAGE>



     (i)  If to the Officer, to the address on file with the Company; 
and

     (ii)  If to the Company, to it at Toys "R" Us, Inc., 461 From Road, 
Paramus, New Jersey 07652, Attention: Senior Vice President - Human 
Resources;

     or to such other address as either party shall have furnished to 
the other in writing in accordance herewith.  Notice and communications 
shall be effective when actually received by the addressee.

     12.  Interpretation.  The interpretation and decision with regard 
to any question arising under this Unit Agreement or with respect to the 
Stock Units made by the Committee shall be final and conclusive on the 
Officer.

     13.  Successors.  This Unit Agreement shall be binding upon the 
Company and its successors and assigns.





























                            <Page 28 of 29>

<PAGE>


     IN WITNESS WHEREOF, this Agreement has been executed by the Company 
by one of its duly authorized officers as of the date specified above.

                               TOYS "R" US, INC.

                               By:  /s/ Roger C. Gaston
                               Title:  Sr. V.P. - Human Resources
                               I hereby acknowledge receipt of
                               the Stock Units and agree to the 
                               provisions set forth in this Agreement.


                               /s/ Keith Van Beek
                               KEITH VAN BEEK



































                          <Page 29 of 29>

<PAGE>