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                                                                  CONFORMED COPY

                              EMPLOYMENT AGREEMENT

                            DATED AS OF JUNE 3, 2003

              BETWEEN EDMOND J. ENGLISH AND THE TJX COMPANIES, INC.

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                                     INDEX

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                                                                                                                    PAGE
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<S>                                                                                                                 <C>
1.       EFFECTIVE DATE; TERM OF AGREEMENT........................................................................    1

2.       SCOPE OF EMPLOYMENT......................................................................................    1

3.       COMPENSATION AND BENEFITS................................................................................    2

4.       TERMINATION OF EMPLOYMENT; IN GENERAL...................................................................     5

5.       BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT...............     5

6.       OTHER TERMINATION; VIOLATION OF CERTAIN AGREEMENTS......................................................     7

7.       BENEFITS UPON CHANGE IN CONTROL.........................................................................     8

8.       AGREEMENT NOT TO SOLICIT OR COMPETE.....................................................................     8

9.       ASSIGNMENT..............................................................................................     9

10.      NOTICES.................................................................................................     9

11.      CERTAIN EXPENSES........................................................................................    10

12.      WITHHOLDING.............................................................................................    10

13.      GOVERNING LAW...........................................................................................    10

14.      ARBITRATION.............................................................................................    10

15.      ENTIRE AGREEMENT........................................................................................    10

EXHIBIT A  Certain Definitions..................................................................................    A-1

EXHIBIT B  Definition of "Change of Control"....................................................................    B-1

EXHIBIT C  Change of Control Benefits...........................................................................    C-1
</TABLE>

                                      -i-

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                                                               EDMOND J. ENGLISH

                              EMPLOYMENT AGREEMENT

         AGREEMENT dated as of June 3, 2003 between EDMOND J. ENGLISH of 10
Stonegate Road, Hopkinton, MA 01748 ("Executive") and The TJX Companies, Inc., a
Delaware corporation whose principal office is in Framingham, Massachusetts
01701.

                                    RECITALS

         The TJX Companies, Inc. (the "Company") and Executive intend that
Executive shall serve the Company as President and Chief Executive Officer on
the terms set forth below and, to that end, deem it desirable and appropriate to
enter into this Agreement.

                                    AGREEMENT

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

         1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become
effective as of June 3, 2003 (the "Effective Date"). Executive's employment
shall continue on the terms provided herein until the date of the annual meeting
of stockholders of the Company occurring in 2008 (the "2008 meeting date"),
subject to earlier termination as provided herein (such period of employment
hereinafter called the "Employment Period").

         2. SCOPE OF EMPLOYMENT.

         (a) Nature of Services. Executive shall diligently perform the duties
and assume the responsibilities of President and Chief Executive Officer of the
Company and such additional executive duties and responsibilities as shall from
time to time be assigned to him by the Board.

         (b) Extent of Services. Except for illnesses and vacation periods,
Executive shall devote substantially all his working time and attention and his
best efforts to the performance of his duties and responsibilities under this
Agreement. However, Executive may (i) make any passive investments where he is
not obligated or required to, and shall not in fact, devote any managerial
efforts, (ii) participate in charitable or community activities or in trade or
professional organizations, or (iii) subject to Board approval (which approval
shall not be unreasonably withheld or withdrawn), hold directorships in public
companies, except only that the Board shall have the right to limit such
services as a director or such participation whenever the Board shall believe
that the time spent on such activities infringes in any material respect upon
the time required by Executive for the performance of his duties under this
Agreement or is otherwise incompatible with those duties.

<PAGE>

         3. COMPENSATION AND BENEFITS.

         (a) Base Salary. Executive shall be paid a base salary at the rate
hereinafter specified, such Base Salary to be paid in the same manner and at the
same times as the Company shall pay base salary to other executive employees.
The rate at which Executive's Base Salary shall be paid shall be $1,200,000 per
year or such other rate (not less than $1,200,000 per year) as the Board may
determine after Board review not less frequently than annually.

         (b) Awards Under Stock Incentive Plan And LRPIP Made Prior to FYE 2004.
Reference is made to the following awards made prior to FYE 2004 to Executive
under the Company's Stock Incentive Plan (including any successor, the "Stock
Incentive Plan") and Long Range Performance Incentive Plan (the "LRPIP"):

                  (i) Options: Grant Nos. 86-56, 86-57, 86-58, 86-59 and 86-60;
         and

                  (ii) Performance-Based Restricted Stock: 191,666 shares of
         Restricted Stock awarded in April 2001 and scheduled to vest in
         accordance with the terms of that award; and

                  (iii) LRPIP: Awards under LRPIP for the FYE 2003 to FYE 2005
         cycle and prior cycles.

Each of the above-referenced awards shall continue for such period or periods
and in accordance with such terms as are set out in the grant and other
governing documents relating to such awards and shall not be affected by the
terms of this Agreement except as otherwise expressly provided herein.

         (c) New Stock Awards.

                  (i) Consistent with the terms of the Stock Incentive Plan,
         Executive will be entitled to awards of stock options under the Stock
         Incentive Plan at levels commensurate with his position but not less
         than 300,000 stock options annually, beginning in calendar 2003.

                  (ii) In addition, the Committee on June 3, 2003 awarded
         Executive a Performance Award under the Stock Incentive Plan consisting
         of 500,000 shares of Performance-Based Restricted Stock (the "New
         Restricted Stock") subject to Executive's continued employment and
         satisfaction of specified performance goals. The New Restricted Stock
         shall be subject to the following vesting schedule during the
         Employment Period: (A) 100,000 shares shall vest on April 15, 2004;
         provided that the Committee has theretofore certified that the 2004
         performance target (as hereinafter defined) has been met; (B) 100,000
         shares shall vest on April 15, 2005; provided that the Committee has
         theretofore certified that MIP performance (Company performance
         measures) for FYE 2005 has been achieved at a level providing for a MIP
         payout of at least 67% of target; (C) 100,000 shares shall vest on
         April 15, 2006; provided, that the Committee has theretofore certified
         that MIP performance (Company performance measures) for FYE 2006 has
         been achieved at a level providing for a MIP payout of at least 67% of
         target; (D) 100,000 shares shall vest on April 15, 2007; provided, that
         the

                                      -2-

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         Committee has theretofore certified that MIP performance (Company
         performance measures) for FYE 2007 has been achieved at a level
         providing for a MIP payout of at least 67% of target; and (E) 100,000
         shares shall vest on April 15, 2008; provided, that the Committee has
         theretofore certified that MIP performance (Company performance
         measures) for FYE 2008 has been achieved at a level providing for a MIP
         payout of at least 67% of target. If for any of FYEs 2004, 2005, 2006,
         2007 or 2008 the Committee certifies that MIP performance or 2004
         performance (Company performance measures) has been achieved at a level
         authorizing some MIP payout but less than a 67% of target payout, the
         number of shares of restricted stock vesting under this paragraph for
         such fiscal year shall be prorated on a straight line basis (with zero
         shares vesting if no MIP payout is authorized). If for any reason the
         Committee's certification as to MIP performance (or 2004 performance)
         for any fiscal year is delayed until after the vesting dates specified
         above, the actual date of the Committee's certification shall be
         substituted for the vesting date specified above. For purposes of
         clause (A) above, the "2004 performance" target shall mean the
         performance target established by the Committee at the time of its
         award of the New Restricted Stock, as measured by references to
         performance for the last three fiscal quarters of FYE 2004.

                  (iii) Other. Notwithstanding the service and performance
         conditions specified in (ii) above, the New Restricted Stock shall vest
         upon the occurrence of a Change of Control, in the event of Executive's
         death, Disability or Incapacity, or in the event of a Constructive
         Termination (as defined in Section 5(a) below) or termination of
         Executive's employment by the Company other than for Cause. If
         Executive's employment with the Company terminates for any other
         reason, any shares of New Restricted Stock not then vested shall be
         immediately forfeited. Executive shall be entitled to tender vested
         shares in satisfaction of minimum required tax withholding with respect
         to vesting under the New Restricted Stock award.

         (d) LRPIP. Executive has been awarded a grant under LRPIP for the FYE
2004 to FYE 2006 cycle and, during the Employment Period, will be eligible to
participate in additional annual grants under LRPIP. To the extent provided in
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
the terms of any such award shall be established by the Committee. Subject to
the foregoing, Executive shall be entitled with respect to the FYE 2004 to FYE
2006 cycle to earn up to 75% of his Base Salary as in effect on the Effective
Date (or, for any subsequent award cycles, up to 75% of his Base Salary as in
effect at the beginning of such cycle) if the target established by the
Committee is met and up to 112.5% of such Base Salary if such target is
exceeded, with the payment potential ranging from 0% to 112.5% of Executive's
Base Salary as established by the terms of the award. To the extent the material
terms of LRPIP are required to be approved by stockholders, Executive's
eligibility to receive awards under LRPIP for any cycle to which such
stockholder vote pertains shall be subject to such stockholder approval.

         (e) MIP. Executive has been awarded a grant under the Company's
Management Incentive Plan ("MIP") for FYE 2004 and, during the Employment
Period, will be eligible to participate in additional annual awards under 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 Committee. Subject
to the foregoing, Executive shall be entitled to earn up to 75% of his Base

                                      -3-

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Salary if the target established by the Committee is met and up to 150% of his
Base Salary if such target is exceeded, with the payment potential ranging from
0% to 150% of Executive's Base Salary as established by the terms of the award.
To the extent the material terms of MIP are required to be approved by
stockholders, Executive's eligibility to receive annual awards under MIP for any
year to which such stockholder vote pertains shall be subject to such
stockholder approval.

         (f) SERP. Except as provided in Exhibit C ("Change of Control
Benefits") and this subsection (f), Executive is 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"). If Executive retires under SERP on or after attaining
age 55, his SERP benefit shall be calculated taking into account the following:

                  (i) For purposes of determining any Category B early
         retirement reduction under SERP, Executive's age at the time of
         retirement shall be deemed to be his actual age at retirement plus five
         (5) years (but not greater than the greater of Executive's actual age
         at retirement or age 65); and

                  (ii) Any Category B lump sum payment under SERP shall be
         determined under the generally applicable terms of SERP as in effect at
         the time of Executive's retirement; provided, that if Executive's lump
         sum benefit as so determined (the "unmodified lump sum amount") does
         not take into account the early retirement subsidy applicable to
         payment of Executive's benefit in annuity form, his Category B SERP
         lump sum benefit as modified by this Agreement shall instead equal the
         unmodified lump sum amount multiplied by a fraction, the numerator of
         which is Executive's Category B annual SERP retirement benefit
         calculated in accordance with clause (f)(i) above and the denominator
         of which is the Category B annual SERP retirement benefit to which he
         would be entitled without regard to clause (f)(i) above.

Executive shall at all times have a fully vested right to his accrued benefit,
including any future accruals (and including, for the avoidance of doubt, any
related death benefit), under SERP, in each case taking into account where
applicable the adjustments described above but otherwise based on Executive's
actual years of service.

         (g) Qualified Plans; Other Deferred Compensation Plans. Executive shall
be entitled during the Employment Period to participate in the Company's
tax-qualified retirement and profit-sharing plans and its nonqualified deferred
compensation plans, including the GDCP and ESP, in each case in accordance with
the terms of the applicable plan; provided, that for the avoidance of doubt,
Executive shall not be entitled to any Company matching credits under ESP.

         (h) Policies and Fringe Benefits. Executive shall be subject to Company
policies applicable to its executives generally and shall be entitled to receive
all such fringe benefits as the Company shall from time to time make available
to other executives generally (subject to the terms of any applicable fringe
benefit plan).

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         4. TERMINATION OF EMPLOYMENT; IN GENERAL.

         (a) The Company shall have the right to end Executive's employment at
any time and for any reason, with or without Cause.

         (b) The Employment Period shall terminate when Executive becomes
Disabled. In addition, if by reason of Incapacity Executive is unable to perform
his duties for at least six continuous months, upon written notice by the
Company to Executive the Employment Period will be terminated for Incapacity.

         (c) Whenever the Employment Period shall terminate, Executive shall
resign all offices or other positions he shall hold with the Company and any
affiliated corporations, including any position on the Board.

         5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON
EXPIRATION OF THE AGREEMENT.

         (a) Certain Terminations Prior to the 2008 meeting date. If the
Employment Period shall have terminated prior to the 2008 meeting date by reason
of (i) death, Disability or Incapacity of Executive, (ii) termination by the
Company for any reason other than Cause or (iii) termination by Executive in the
event that either (A) Executive shall be removed from or fail to be reelected to
the offices of Chief Executive Officer, a Director and a member of any Executive
Committee of the Board, or (B) Executive is relocated more than forty (40) miles
from the current corporate headquarters of the Company, in either case without
his prior written consent, (a "Constructive Termination") then all compensation
and benefits for Executive shall be as follows:

                  (i) Until the third anniversary of the Date of Termination or
         until the 2008 meeting date, whichever is earlier, but in no event for
         less than twelve (12) months after the Date of Termination, (such
         three-year or shorter period being herein referred to as the
         "termination period") the Company will pay to Executive or his legal
         representative continued Base Salary at the rate in effect at
         termination of employment, subject to the following:

                           (A) If Executive is eligible for long-term disability
                  compensation benefits under the Company's long-term disability
                  plan or any successor Company long-term disability plan, the
                  amount payable under this clause shall be paid at a rate equal
                  to the excess of (I) the rate of Base Salary in effect at
                  termination of employment, over (II) the long-term disability
                  compensation benefits for which Executive is eligible under
                  such plan.

                           (B) Payments pursuant to this clause (a)(i) shall be
                  paid for the first twelve (12) months of the termination
                  period without reduction for compensation earned from other
                  employment or self-employment, and shall thereafter be reduced
                  by such compensation received by Executive from other
                  employment or self-employment.

                  (ii) Until the expiration of the termination period as defined
         at (a)(i) above and subject to such minimum coverage-continuation
         requirements as may be required by law,

                                      -5-

<PAGE>

         the Company will provide (except to the extent that Executive shall
         obtain no less favorable coverage from another employer or from
         self-employment) such medical and hospital insurance and term life
         insurance for Executive and his family, comparable to the insurance
         provided for executives generally, as the Company shall determine, and
         upon the same terms and conditions as the same shall be provided for
         other Company executives generally; provided, however, that in no event
         shall such benefits or the terms and conditions thereof be less
         favorable to Executive than those afforded to him as of the Date of
         Termination; and further provided, that to the extent it is impossible
         or impracticable to provide any such coverage to Executive under the
         Company's then existing employee benefit plans or arrangements, the
         Company shall arrange for alternative comparable coverage or, if such
         alternative coverage is not available, shall pay to Executive the cost
         of such coverage, all as reasonably determined by the Committee.

                  (iii) The Company will pay to Executive or his legal
         representative, without offset for compensation earned from other
         employment or self-employment, (A) any unpaid amounts to which
         Executive is entitled under MIP for the fiscal year of the Company
         ended immediately prior to Executive's termination of employment, plus
         (B) any unpaid amounts owing with respect to LRPIP cycles in which
         Executive participated and which were completed prior to termination.
         These amounts will be paid at the same time as other awards for such
         prior year or cycle are paid.

                  (iv) The Company will pay to Executive or his legal
         representative, without offset for compensation earned from other
         employment or self-employment, an amount in the nature of severance
         equal to the sum of (A) Executive's MIP Target Award, if any, for the
         year of termination, multiplied by a fraction, the numerator of which
         is three hundred and sixty-five (365) plus the number of days during
         such year prior to termination, and the denominator of which is seven
         hundred and thirty (730), plus (B) with respect to each LRPIP cycle in
         which Executive participated and which had not ended prior to
         termination of employment, 1/36 of an amount equal to Executive's LRPIP
         Target Award for such cycle multiplied by the number of full months in
         such cycle completed prior to termination of employment. The severance
         component described in clause (a)(iv)(A) above will be paid not later
         than MIP awards for the year of termination are paid. The severance
         component described in clause (a)(iv)(B) above, to the extent measured
         by the LRPIP Target Award for any cycle, will be paid not later than
         the date on which LRPIP awards for such cycle are paid or would have
         been paid.

                  (v) In addition, Executive or his legal representative shall
         be entitled to the benefits described in Sections 3(b)(i) (Existing
         Options), Section 3(c) (New Stock Awards), and 3(f) (SERP) and to
         payment of his vested benefits under the plans described in 3(g)
         (Qualified Plans; Other Deferred Compensation Plans).

                  (vi) If termination occurs by reason of Incapacity or
         Disability, Executive shall be entitled to such compensation, if any,
         as is payable pursuant to the Company's long-term disability plan or
         any successor Company disability plan. If for any period Executive
         receives long-term disability compensation payments under a long-term
         disability plan of the Company as well as payments under (a)(i) above,
         and if the sum of such payments (the "combined salary/disability
         benefit") exceeds the payment for such

                                      -6-

<PAGE>

         period to which Executive is entitled under (a)(i) above (determined
         without regard to paragraph (A) thereof), he shall promptly pay such
         excess in reimbursement to the Company; provided, that in no event
         shall application of this sentence result in reduction of Executive's
         combined salary/disability benefit below the level of long-term
         disability compensation payments to which Executive is entitled under
         the long-term disability plan or plans of the Company.

                  (vii) If termination occurs by reason of death, Incapacity or
         Disability, Executive shall also be entitled to an amount in the nature
         of severance equal to Executive's MIP Target Award for the year of
         termination, without proration. This amount will be paid at the same
         time as the amount payable under paragraph (iv) above.

                  (viii) Except as expressly set forth above or as required by
         law, Executive shall not be entitled to continue participation during
         the termination period in any employee benefit or fringe benefit plans,
         other than a Company-provided automobile or automobile allowance.

         (b) Termination on the 2008 meeting date. Unless earlier terminated or
except as otherwise mutually agreed by Executive and the Company, Executive's
employment with the Company shall terminate on the 2008 meeting date. Unless the
Company in connection with such termination shall offer to Executive continued
service in a position acceptable to Executive and upon mutually and reasonably
agreeable terms, Executive shall be treated as having terminated under Section
5(a) on the day immediately preceding the 2008 meeting date and shall be
entitled to the pay and benefits described therein. If the Company in connection
with such termination offers to Executive continued service in a position
acceptable to Executive and upon mutually and reasonably agreeable terms, and
Executive declines such service, he shall be treated for all purposes of this
Agreement as having terminated his employment voluntarily (other than for Valid
Reason) on the 2008 meeting date and he shall be entitled only to those benefits
to which he would be entitled under Section 6(a) ("Voluntary termination of
employment"). For purposes of the two preceding sentences, "service in a
position acceptable to Executive" shall mean service as Chief Executive Officer
of the Company or service in such other position, if any, as may be acceptable
to Executive.

         6. OTHER TERMINATION; VIOLATION OF CERTAIN AGREEMENTS.

             (a)  Voluntary termination of employment. If Executive terminates
                  his employment voluntarily, Executive or his legal
                  representative shall be entitled (in each case in accordance
                  with and subject to the terms of the applicable arrangement)
                  to any benefits described in Sections 3(b)(i) (Existing
                  Options), Section 3(c) (New Stock Awards), and 3(f) (SERP)
                  (determined without regard to Section 3(f) of this Agreement
                  unless Executive's voluntary termination constitutes a
                  retirement at or after age 55 under the terms of SERP), and to
                  any vested benefits under the plans described in
                  3(g)(Qualified Plans; Other Deferred Compensation Plans). No
                  other benefits shall be paid under this Agreement upon a
                  voluntary termination of employment. Any benefits payable
                  under SERP shall be payable only if Executive does not violate
                  the provisions of Section 8 of this Agreement

                                      -7-

<PAGE>

                  (other than, in the case of a voluntary termination for Valid
                  Reason, the provisions of Section 8(b)).

             (b)  Termination for Cause; violation of certain agreements. If the
                  Company should end Executive's employment for Cause, or,
                  notwithstanding Section 5 and Section 6(a) above, if Executive
                  should violate the protected persons or noncompetition
                  provisions of Section 8, all compensation and benefits
                  otherwise payable pursuant to this Agreement shall cease,
                  other than (x) such vested amounts as are credited to
                  Executive's account (but not received) under GDCP and ESP in
                  accordance with the terms of those programs; (y) provided that
                  Executive does not violate the provisions of Section 8 of this
                  Agreement, any benefits to which Executive may be entitled
                  under SERP (determined without regard to Section 3(f) of this
                  Agreement), and (z) benefits, if any, to which Executive may
                  be entitled under Sections 3(b)(i) (Existing Options) or 3(c)
                  (New Stock Awards) and any vested benefits to which the
                  Executive is entitled under the Company's tax-qualified plans.
                  The Company does not waive any rights it may have for damages
                  or for injunctive relief.

         7. BENEFITS UPON CHANGE IN CONTROL. Notwithstanding any other provision
of this Agreement, in the event of a Change of Control, the determination and
payment of any benefits payable thereafter with respect to Executive shall be
governed exclusively by the provisions of Exhibit C.

         8. AGREEMENT NOT TO SOLICIT OR COMPETE.

         (a) Upon the termination of employment at any time, then for a period
of two years after the termination of the Employment Period, Executive shall not
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. A "protected person"
shall be a person known by Executive to be employed by the Company or its
Subsidiaries or to have been employed by Company or its Subsidiaries 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, (B) solicitation and (C) unsolicited acceptance of services,
of each "protected person" and (iv) each month of the period during which the
provisions of this subsection (a) apply to each of the foregoing, the provisions
set forth in this subsection (a) 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 his employment, Executive will have learned
many trade secrets of the Company and will have access to confidential
information and business plans for the Company. Therefore, upon termination of
the Employment Period on the 2008 meeting date or if Executive should end his
employment voluntarily at any time, including by reason of retirement or
Disability but not including a voluntary termination for Valid Reason, or if the

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<PAGE>

Company should end Executive's employment at any time for Cause, then for a
period of two years thereafter, Executive will not engage, either as a
principal, employee, partner, consultant or investor (other than a less-than-1%
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 if and only (i)
if it shall then be so regarded by retailers generally, or (ii) if it shall
operate a promotional off-price family apparel and/or home furnishings store
within ten (10) miles of any "then existing or proposed Company store," or (iii)
if it shall operate an on-line, "e-commerce" or other internet-based off-price
family apparel and/or home furnishings business; provided, that a business shall
be deemed a competitor of the Company under clause (iii) only if the Company is
then also operating an on-line, "e-commerce" or other internet-based off-price
family apparel and/or home furnishings business; and further provided, that a
business shall be deemed a competitor of the Company by reason of engaging in a
promotional off-price home furnishings business only if the Company is then also
engaged in such a business. The term "then existing or proposed Company store"
in the previous sentence shall refer to any such store that is, at the time of
termination of the Employment Period, operated by the Company or any direct or
indirect 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, as the case may be, 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.

         (c) If the Employment Period terminates, Executive agrees (i) to notify
the Company immediately upon his securing employment or becoming self-employed
during any period when Executive's compensation from the Company shall be
subject to reduction or his benefits provided by the Company shall be subject to
termination as provided in Section 6 and (ii) to furnish to the Company written
evidence of his 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 the 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 he has returned all such items in his possession or under his
control.

         9. ASSIGNMENT. The rights and obligations of the Company shall enure to
the benefit of and shall be binding upon the successors and assigns of the
Company. The rights and obligations of Executive are not assignable except only
that payments payable to him after his death shall be made by devise or descent.

         10. NOTICES. All notices and other communications required hereunder
shall be in writing and shall be given by mailing the same by certified or
registered mail, return receipt requested, postage prepaid. If sent to the
Company the same shall be mailed to the Company at 770 Cochituate Road,
Framingham, Massachusetts 01701, Attention: Chairman of the Executive
Compensation Committee, or other such address as the Company may hereafter
designate by notice to Executive; and if sent to the Executive, the same shall
be mailed to Executive at 10

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Stonegate Road, Hopkinton, MA 01748 or at such other address as Executive may
hereafter designate by notice to the Company.

         11. CERTAIN EXPENSES. The Company shall bear the reasonable fees and
costs of Executive's legal and financial advisors (not to exceed $10,000 in the
aggregate) incurred in negotiating this Agreement.

         12. 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.

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

         14. ARBITRATION. In the event that there is any claim or dispute
arising out of or relating to this Agreement, or an alleged breach thereof, and
the parties hereto shall not have resolved such claim or dispute within sixty
(60) days after written notice from one party to the other setting forth the
nature of such claim or dispute, then such claim or dispute shall be settled
exclusively by binding arbitration in Boston, Massachusetts in accordance with
the Rules Governing 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. Notwithstanding the foregoing, if either the Company or Executive
shall request, such arbitration shall be conducted by a panel of three
arbitrators, one selected by the Company, one selected by Executive and the
third selected by agreement of the first two, or, in the absence of such
agreement, in accordance with such Rules. Judgment upon the award rendered by
such arbitrator(s) shall be entered in any Court having jurisdiction thereof
upon the application of either party.

         15. ENTIRE AGREEMENT. This Agreement, including Exhibits A through C,
represents the entire agreement between the parties relating to the terms of
Executive's employment by the Company and supersedes all prior written or oral
agreements between them.

                                            /s/ Edmond J. English
                                            ------------------------------------
                                                Executive

                                            THE TJX COMPANIES, INC.

                                            By /s/ Dennis F. Hightower
                                               ---------------------------------

                                      -10-

<PAGE>

                                   EXHIBIT A

                               Certain Definitions

         (a) "Base Salary" means, for any period, the amount described in
Section 3(a).

         (b) "Board" means the Board of Directors of the Company.

         (c) "Committee" means the Executive Compensation Committee of the
Board.

         (d) "Cause" means dishonesty by Executive in the performance of his
duties, conviction of a felony (other than a conviction arising solely under a
statutory provision imposing criminal liability upon Executive on a per se basis
due to the Company offices held by Executive, so long as any act or omission of
Executive with respect to such matter was not taken or omitted in contravention
of any applicable policy or directive of the Board), gross neglect of duties
(other than as a result of Disability or death), or conflict of interest which
conflict shall continue for thirty (30) days after the Company gives written
notice to Executive requesting the cessation of such conflict.

         In respect of any termination during a Standstill Period, Executive
shall not be deemed to have been terminated for Cause until the later to occur
of (i) the 30th day after notice of termination is given and (ii) the delivery
to Executive of a copy of a resolution duly adopted by the affirmative vote of
not less than a majority of the Company's directors at a meeting called and held
for that purpose (after reasonable notice to Executive), and at which Executive
together with his counsel was given an opportunity to be heard, finding that the
Executive was guilty of conduct described in the definition of "Cause" above,
and specifying the particulars thereof in detail; provided, however, that the
Company may suspend Executive and withhold payment of his Base Salary from the
date that notice of termination is given until the earliest to occur of (A)
termination of Executive for Cause effected in accordance with the foregoing
procedures (in which case Executive shall not be entitled to his Base Salary for
such period), (B) a determination by a majority of the Company's directors that
Executive was not guilty of the conduct described in the definition of "Cause"
effected in accordance with the foregoing procedures (in which case Executive
shall be reinstated and paid any of his previously unpaid Base Salary for such
period), or (C) ninety (90) days after notice of termination is given (in which
case Executive shall then be reinstated and paid any of his previously unpaid
Base Salary for such period). If Base Salary is withheld and then paid pursuant
to clauses (B) or (C) of the preceding sentence, the amount thereof shall be
accompanied by simple interest, calculated on a daily basis, at a rate per annum
equal to the prime or base lending rate, as in effect at the time, of the
Company's principal commercial bank.

         (e) "Change of Control" has the meaning given it in Exhibit B.

         (f) "Change of Control Termination" means the termination of
Executive's employment during a Standstill Period (1) by the Company other than
for Cause, or (2) by Executive for good reason, or (3) by reason of death,
Incapacity or Disability.

         For purposes of this definition, termination for "good reason" shall
mean the voluntary termination by Executive of his employment (A) within one
hundred and twenty (120) days after

                                      A-1

<PAGE>

the occurrence without Executive's express written consent of any one of the
events described in clauses (I), (II), (III), (IV), (V) or (VI) below, provided,
that Executive gives notice to the Company at least thirty (30) days in advance
requesting that the pertinent situation described therein be remedied, and the
situation remains unremedied upon expiration of such 30-day period; (B) within
one hundred and twenty (120) days after the occurrence without Executive's
express written consent of the event described in clause (VII), provided, that
Executive gives notice to the Company at least thirty (30) days in advance of
his intent to terminate his employment in respect of such event; or (C) under
the circumstances described in clause (VIII) below, provided, that Executive
gives notice to the Company at least thirty (30) days in advance:

                  (I)     the assignment to him of any duties inconsistent with
                          his positions, duties, responsibilities, reporting
                          requirements, and status with the Company immediately
                          prior to the Change of Control, or any removal of
                          Executive from or any failure to reelect him to such
                          positions, except in connection with the termination
                          of Executive's employment by the Company for Cause or
                          by Executive other than for good reason, or any other
                          action by the Company which results in a diminishment
                          in such position, authority, duties or
                          responsibilities, other than an insubstantial and
                          inadvertent action which is remedied by the Company
                          promptly after receipt of notice thereof given by
                          Executive; or

                  (II)    if Executive's rate of Base Salary for any fiscal year
                          is less than 100% of the rate of Base Salary paid to
                          Executive in the completed fiscal year immediately
                          preceding the Change of Control or if Executive's
                          total cash compensation opportunities, including
                          salary and incentives, for any fiscal year are less
                          than 100% of the total cash compensation opportunities
                          made available to Executive in the completed fiscal
                          year immediately preceding the Change of Control; or

                  (III)   the failure of the Company to continue in effect any
                          benefits or perquisites, or any pension, life
                          insurance, medical insurance or disability plan in
                          which Executive was participating immediately prior to
                          the Change of Control unless the Company provides
                          Executive with a plan or plans that provide
                          substantially similar benefits, or the taking of any
                          action by the Company that would adversely affect
                          Executive's participation in or materially reduce
                          Executive's benefits under any of such plans or
                          deprive Executive of any material fringe benefit
                          enjoyed by Executive immediately prior to the Change
                          of Control; or

                  (IV)    any purported termination of Executive's employment by
                          the Company for Cause during a Standstill Period which
                          is not effected in compliance with paragraph (d)
                          above; or

                  (V)     any relocation of Executive of more than forty (40)
                          miles from the place where Executive was located at
                          the time of the Change of Control; or

                  (VI)    any other breach by the Company of any provision of
                          this Agreement; or

                                      A-2

<PAGE>

                  (VII)   the Company sells or otherwise disposes of, in one
                          transaction or a series of related transactions,
                          assets or earning power aggregating more than 30% of
                          the assets (taken at asset value as stated on the
                          books of the Company determined in accordance with
                          generally accepted accounting principles consistently
                          applied) or earning power of the Company (on an
                          individual basis) or the Company and its Subsidiaries
                          (on a consolidated basis) to any other Person or
                          Persons (as those terms are defined in Exhibit B); or

                  (VIII)  the voluntary termination by Executive of his
                          employment at any time within one year after the
                          Change of Control. Notwithstanding the foregoing, the
                          Board may expressly waive the application of this
                          clause (VIII) if it waives the applicability of
                          substantially similar provisions with respect to all
                          persons with whom the Company has a written severance
                          agreement (or may condition its application on any
                          additional requirements or employee agreements which
                          the Board shall in its discretion deem appropriate in
                          the circumstances). The determination of whether to
                          waive or impose conditions on the application of this
                          clause (VIII) shall be within the complete discretion
                          of the Board but shall be made prior to the Change of
                          Control.

         (g) "Code" has the meaning set forth in Section 3(d) of the Agreement.

         (h) "Date of Termination" means the date on which Executive's
employment terminates.

         (i) "Disability" has the meaning given it in the Company's long-term
disability plan. Executive's employment shall be deemed to be terminated for
Disability on the date on which Executive is entitled to receive long-term
disability compensation pursuant to such long-term disability plan.

         (j) "GDCP" means the Company's General Deferred Compensation Plan, or,
if the General Deferred Compensation Plan is no longer maintained by the
Company, a nonqualified deferred compensation plan (other than the ESP) or
arrangement the terms of which are not less favorable to Executive than the
terms of the General Deferred Compensation Plan as in effect on the Effective
Date.

         (k) "ESP" means the Company's Executive Savings Plan.

         (l) "Incapacity" means a disability (other than Disability within the
meaning of (i) above) or other impairment of health that renders Executive
unable to perform his duties to the reasonable satisfaction of the Committee.

         (m) "LRPIP" has the meaning set forth in Section 3(b) of the Agreement.

         (n) "MIP" has the meaning set forth in Section 3(e) of the Agreement.

         (o) "SERP" has the meaning set forth in Section 3(f) of the Agreement.

                                      A-3

<PAGE>

         (p) "Standstill Period" means the period commencing on the date of a
Change of Control and continuing until the close of business on the earlier of
the day immediately preceding the 2008 meeting date or the last business day of
the 24th calendar month following such Change of Control.

         (q) "Stock" means the common stock, $1.00 par value, of the Company.

         (r) "Stock Incentive Plan" has the meaning set forth in Section 3(b) of
the Agreement.

         (s) "Subsidiary" means any corporation in which the Company owns,
directly or indirectly, 50% or more of the total combined voting power of all
classes of stock.

         (t) "2008 meeting date" has the meaning set forth in Section 1 of the
Agreement.

         (u) "Valid Reason" means the voluntary termination by Executive of his
employment (A) within one hundred and twenty (120) days after the occurrence
without Executive's express written consent of any one of the events described
in clauses (I), (II), (III), (IV), or (V) below, provided, that Executive gives
notice to the Company at least thirty (30) days in advance requesting that the
pertinent situation described therein be remedied, and the situation remains
unremedied upon expiration of such 30-day period; or (B) within one hundred and
twenty (120) days after the occurrence without Executive's express written
consent of the event described in clause (VI) below:

                  (I)     the assignment to him of any duties inconsistent with
                          his positions, duties, responsibilities, reporting
                          requirements, and status with the Company immediately
                          prior to such assignment, or a substantive change in
                          Executive's titles or offices as in effect immediately
                          prior to such assignment, or any removal of Executive
                          from or any failure to reelect him to such positions,
                          except in connection with the termination of
                          Executive's employment by the Company for Cause or by
                          Executive other than for Valid Reason, or any other
                          action by the Company which results in a diminishment
                          in such position, authority, duties or
                          responsibilities, other than an insubstantial and
                          inadvertent action which is remedied by the Company
                          promptly after receipt of notice thereof given by
                          Executive; or

                  (II)    the failure of the Company to continue in effect any
                          benefits or perquisites, or any pension, life
                          insurance, medical insurance or disability plan in
                          which Executive was participating immediately prior to
                          such failure unless the Company provides Executive
                          with a plan or plans that provide substantially
                          similar benefits, or the taking of any action by the
                          Company that would adversely affect Executive's
                          benefits under any of such plans or deprive Executive
                          of any material fringe benefit enjoyed by Executive
                          immediately prior to such action, 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

                                      A-4

<PAGE>

                  (III)   any purported termination of Executive's employment by
                          the Company for Cause which is not effected in
                          compliance with paragraph (d) above; or

                  (IV)    any relocation of Executive of more than forty (40)
                          miles from the place where Executive was located at
                          the time of such relocation; or

                  (V)     any other breach by the Company of any provision of
                          this Agreement; or

                  (VI)    the Company sells or otherwise disposes of, in one
                          transaction or a series of related transactions,
                          assets or earning power aggregating more than 30% of
                          the assets (taken at asset value as stated on the
                          books of the Company determined in accordance with
                          generally accepted accounting principles consistently
                          applied) or earning power of the Company (on an
                          individual basis) or the Company and its Subsidiaries
                          (on a consolidated basis) to any other Person or
                          Persons (as those terms are defined in Exhibit B).

                                      A-5

<PAGE>

                                   EXHIBIT B

                        Definition of "Change of Control"

         "Change of Control" shall mean the occurrence of any one of the
following events:

         (a) there occurs a change of control of the Company of a nature that
would be required to be reported in response to Item 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
(i) if the person or each member of a group of persons acquiring control is
excluded from the definition of the term "Person" hereunder or (ii) unless the
Committee shall otherwise determine prior to such occurrence, if Executive or an
Executive Related Party is the Person or a member of a group constituting the
Person acquiring control; or

         (b) any Person other than the Company, any wholly-owned subsidiary of
the Company, or any employee benefit plan of the Company or such a subsidiary
becomes the owner of 20% or more of the Company's Common Stock and thereafter
individuals who were not directors of the Company prior to the date such Person
became a 20% owner are elected as directors pursuant to an arrangement or
understanding with, or upon the request of or nomination by, such Person and
constitute at least 1/4 of the Company's Board of Directors; provided, however,
that unless the Committee shall otherwise determine prior to the acquisition of
such 20% ownership, such acquisition of ownership shall not constitute a Change
of Control if Executive or an Executive Related Party is the Person or a member
of a group constituting the Person acquiring such ownership; or

         (c) there occurs any solicitation or series of solicitations of proxies
by or on behalf of any Person other than the Company's Board of Directors and
thereafter individuals who were not directors of the Company prior to the
commencement of such solicitation or series of solicitations are elected as
directors pursuant to an arrangement or understanding with, or upon the request
of or nomination by, such Person and constitute at least 1/4 of the Company's
Board of Directors; or

         (d) the Company executes an agreement of acquisition, merger or
consolidation which contemplates that (i) after the effective date provided for
in the agreement, all or substantially all of the business and/or assets of the
Company shall be owned, leased or otherwise controlled by another Person and
(ii) individuals who are directors of the Company when such agreement is
executed shall not constitute a majority of the board of directors of the
survivor or successor entity immediately after the effective date provided for
in such agreement; provided, however, that unless otherwise determined by the
Committee, no transaction shall constitute a Change of Control if, immediately
after such transaction, Executive or any Executive Related Party shall own
equity securities of any surviving corporation ("Surviving Entity") having a
fair value as a percentage of the fair value of the equity securities of such
Surviving Entity greater than 125% of the fair value of the equity securities of
the Company owned by Executive and any Executive Related Party immediately prior
to such transaction, expressed as a percentage of the fair value of all equity
securities of the Company immediately prior to such transaction (for purposes of
this paragraph ownership of equity securities shall be determined in the same
manner as

                                      B-1

<PAGE>

ownership of Common Stock); and provided, further, that, for purposes of this
paragraph (d), if such agreement requires as a condition precedent approval by
the Company's shareholders of the agreement or transaction, a Change of Control
shall not be deemed to have taken place unless and until such approval is
secured (but upon any such approval, a Change of Control shall be deemed to have
occurred on the date of execution of such agreement).

         In addition, for purposes of this Exhibit B the following terms have
the meanings set forth below:

         "Common Stock" shall mean the then outstanding Common Stock of the
Company plus, for purposes of determining the stock ownership of any Person, the
number of unissued shares of Common Stock which such Person has the right to
acquire (whether such right is exercisable immediately or only after the passage
of time) upon the exercise of conversion rights, exchange rights, warrants or
options or otherwise. Notwithstanding the foregoing, the term Common Stock shall
not include shares of Preferred Stock or convertible debt or options or warrants
to acquire shares of Common Stock (including any shares of Common Stock issued
or issuable upon the conversion or exercise thereof) to the extent that the
Board of Directors of the Company shall expressly so determine in any future
transaction or transactions.

         A Person shall be deemed to be the "owner" of any Common Stock:

                  (i) of which such Person would be the "beneficial owner," as
         such term is defined in Rule 13d-3 promulgated by the Securities and
         Exchange Commission (the "Commission") under the Exchange Act, as in
         effect on March 1, 1989; or

                  (ii) of which such Person would be the "beneficial owner" for
         purposes of Section 16 of the Exchange Act and the rules of the
         Commission promulgated thereunder, as in effect on March 1, 1989; or

                  (iii) which such Person or any of its affiliates or associates
         (as such terms are defined in Rule 12b-2 promulgated by the Commission
         under the Exchange Act, as in effect on March 1, 1989), has the right
         to acquire (whether such right is exercisable immediately or only after
         the passage of time) pursuant to any agreement, arrangement or
         understanding or upon the exercise of conversion rights, exchange
         rights, warrants or options or otherwise.

         "Person" shall have the meaning used in Section 13(d) of the Exchange
Act, as in effect on March 1, 1989.

         An "Executive Related Party" shall mean any affiliate or associate of
Executive other than the Company or a majority-owned subsidiary of the Company.
The terms "affiliate" and "associate" shall have the meanings ascribed thereto
in Rule 12b-2 under the Exchange Act (the term "registrant" in the definition of
"associate" meaning, in this case, the Company).

                                      B-2

<PAGE>

                                   EXHIBIT C

                           Change of Control Benefits

         C.1. Benefits Upon a Change of Control Termination.

         (a) The Company shall pay the following to Executive in a lump sum
within thirty (30) days following a Change of Control Termination:

                  (i) an amount equal to (A) two times his Base Salary for one
         year at the rate in effect immediately prior to the Date of Termination
         or the Change of Control, whichever is higher, plus (B) the accrued and
         unpaid portion of his Base Salary through the Date of Termination,
         subject to the following. If Executive is eligible for long-term
         disability compensation benefits under the Company's long-term
         disability plan or any successor Company long-term disability plan, the
         amount payable under (A) shall be reduced by the annual long-term
         disability compensation benefit for which Executive is eligible under
         such plan for the two-year period over which the amount payable under
         (A) is measured. If for any period Executive receives long-term
         disability compensation payments under a long-term disability plan of
         the Company as well as payments under the first sentence of this clause
         (i), and if the sum of such payments (the "combined Change of
         Control/disability benefit") exceeds the payment for such period to
         which Executive is entitled under the first sentence of this clause (i)
         (determined without regard to the second sentence of this clause (i)),
         he shall promptly pay such excess in reimbursement to the Company;
         provided, that in no event shall application of this sentence result in
         reduction of Executive's combined Change of Control/disability benefit
         below the level of long-term disability compensation payments to which
         Executive is entitled under the long-term disability plan or plans of
         the Company.

                  (ii) in lieu of any other benefits under SERP, an amount equal
         to the present value of the payments that Executive would have been
         entitled to receive under SERP as a Category B or C participant,
         whichever is greater, applying the following rules and assumptions:

                           (A) the monthly benefit under SERP, determined using
                  the foregoing criteria and further adjusted pursuant to
                  Section 3(f) of the Agreement if Executive's Change of Control
                  Termination occurs on or after his attainment of age 55, shall
                  be multiplied by twelve (12) to determine an annual benefit;
                  and

                           (B) the present value of such annual benefit shall be
                  determined by multiplying the result in (A) by the appropriate
                  actuarial factor, using the most recently published interest
                  and mortality rates published by the Pension Benefit Guaranty
                  Corporation which are effective for plan terminations
                  occurring on the Date of Termination, using Executive's age to
                  the nearest year determined as of that date. If, as of the
                  Date of Termination, the Executive has previously satisfied
                  the eligibility requirements for Early Retirement under The
                  TJX Companies, Inc. Retirement Plan, then the appropriate
                  factor shall be that based on the most recently published
                  "PBGC Actuarial Value of $1.00 Per Year Deferred to Age 60

                                      C-1

<PAGE>

                  and Payable for Life Thereafter -- Healthy Lives," except that
                  if the Executive's age to the nearest year is more than sixty
                  (60), then such higher age shall be substituted for sixty
                  (60). If, as of the Date of Termination, the Executive has not
                  satisfied the eligibility requirements for Early Retirement
                  under The TJX Companies, Inc. Retirement Plan, then the
                  appropriate factor shall be based on the most recently
                  published "PBGC Actuarial Value of $1.00 Per Year Deferred To
                  Age 65 And Payable For Life Thereafter -- Healthy Lives."

                           (C) the benefit determined under (B) above shall be
                  reduced by the value of any portion of Executive's SERP
                  benefit already paid or provided to him in cash or through the
                  transfer of an annuity contract.

         (b) Until the second anniversary of the Date of Termination, the
Company shall maintain in full force and effect for the continued benefit of
Executive and his family all life insurance and medical insurance plans and
programs in which Executive was entitled to participate immediately prior to the
Change of Control, provided, that Executive's continued participation is
possible under the general terms and provisions of such plans and programs. In
the event that Executive is ineligible to participate in such plans or programs,
the Company shall arrange upon comparable terms to provide Executive with
benefits substantially similar to those which he is entitled to receive under
such plans and programs. Notwithstanding the foregoing, the Company's
obligations hereunder with respect to life or medical coverage or benefits shall
be deemed satisfied to the extent (but only to the extent) of any such coverage
or benefits provided by another employer.

         (c) For a period of two years after the Date of Termination, the
Company shall make available to Executive the use of any automobile that was
made available to Executive prior to the Date of Termination, including ordinary
replacement thereof in accordance with the Company's automobile policy in effect
immediately prior to the Change of Control (or, in lieu of making such
automobile available, the Company may at its option pay to Executive the present
value of its cost of providing such automobile).

         C.2. Incentive Benefits Upon a Change of Control. Within thirty (30)
days following a Change of Control, whether or not Executive's employment has
terminated or been terminated, the Company shall pay to the Executive, in a lump
sum, the sum of (i) and (ii), where:

                  (i) is the sum of (A) the "Target Award" under the Company's
         Management Incentive Plan or any other annual incentive plan which is
         applicable to Executive for the fiscal year in which the Change of
         Control occurs, plus (B) an amount equal to such Target Award prorated
         for the period of active employment during such fiscal year through the
         Change of Control; and

                  (ii) the sum of (A) for Performance Cycles not completed prior
         to the Change of Control, an amount with respect to each such cycle
         equal to the maximum Award under LRPIP specified for Executive for such
         cycle, plus (B) any unpaid amounts owing with respect to cycles
         completed prior to the Change of Control.

                                      C-2

<PAGE>

         C.3. Gross-Up Payment. Payments under Section C.1. and Section C.2. of
this Exhibit shall be made without regard to whether the deductibility of such
payments (or any other payments or benefits to or for the benefit of Executive)
would be limited or precluded by Section 280G of the Code ("Section 280G") and
without regard to whether such payments (or any other payments or benefits)
would subject Executive to the federal excise tax levied on certain "excess
parachute payments" under Section 4999 of the Code (the "Excise Tax"). If any
portion of the payments or benefits to or for the benefit of Executive
(including, but not limited to, payments and benefits under this Agreement but
determined without regard to this paragraph) constitutes an "excess parachute
payment" within the meaning of Section 280G (the aggregate of such payments
being hereinafter referred to as the "Excess Parachute Payments"), the Company
shall promptly pay to Executive an additional amount (the "gross-up payment")
that after reduction for all taxes (including but not limited to the Excise Tax)
with respect to such gross-up payment equals the Excise Tax with respect to the
Excess Parachute Payments. The determination as to whether Executive's payments
and benefits include Excess Parachute Payments and, if so, the amount of such
payments, the amount of any Excise Tax owed with respect thereto, and the amount
of any gross-up payment shall be made at the Company's expense by
PricewaterhouseCoopers LLP or by such other certified public accounting firm as
the Committee may designate prior to a Change of Control (the "accounting
firm"). Notwithstanding the foregoing, if the Internal Revenue Service shall
assert an Excise Tax liability that is higher than the Excise Tax (if any)
determined by the accounting firm, the Company shall promptly augment the
gross-up payment to address such higher Excise Tax liability.

         C.4. Other Benefits. In addition to the amounts described in Sections
C.1., C.2., and C.3. Executive shall be entitled to his benefits, if any, under
Sections 3(b)(i) (Existing Options) and 3(c) (New Stock Awards), and to payment
of his vested benefits under the plans described in 3(g) (Qualified Plans; Other
Deferred Compensation Plans).

         C.5. Noncompetition; No Mitigation of Damages; etc.

         (a) Noncompetition. Upon a Change of Control, any agreement by
Executive not to engage in competition with the Company subsequent to the
termination of his employment, whether contained in an employment contract or
other agreement, shall no longer be effective.

         (b) No Duty to Mitigate Damages. Executive's benefits under this
Exhibit C shall be considered severance pay in consideration of his past service
and his continued service from the date of this Agreement, and his entitlement
thereto shall neither be governed by any duty to mitigate his damages by seeking
further employment nor offset by any compensation which he may receive from
future employment.

         (c) Legal Fees and Expenses. The Company shall pay all legal fees and
expenses, including but not limited to counsel fees, stenographer fees, printing
costs, etc. reasonably incurred by Executive in contesting or disputing that the
termination of his employment during a Standstill Period is for Cause or other
than for good reason (as defined in the definition of Change of Control
Termination) or obtaining any right or benefit to which Executive is entitled
under this Agreement following a Change of Control. Any amount payable under
this Agreement that is not paid when due shall accrue interest at the prime rate
as from time to time in effect at Fleet National Bank, or its successor, until
paid in full.

                                      C-3

<PAGE>

         (d) Notice of Termination. During a Standstill Period, Executive's
employment may be terminated by the Company only upon thirty (30) days' written
notice to Executive.

                                      C-4