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                                                                  Exhibit 10.4

[STAPLES LOGO]

STAPLES, INC.
EXECUTIVE OFFICER INCENTIVE PLAN
FISCAL YEAR 2003 THROUGH FISCAL YEAR 2007

I.       SUMMARY AND OBJECTIVES
         Staples, Inc. has developed this Executive Officer Incentive Plan (the
         "Plan") to provide opportunities for eligible associates of Staples,
         Inc. and its subsidiaries to earn meaningful rewards for excellent
         annual performance. The Plan aims to align the interests of the plan
         participants with those of our shareholders. Bonus awards are based on
         actual results measured against pre-established company financial
         performance. Bonus awards are intended to provide a reward to eligible
         plan participants and supplement the base salary program.

II.      TERM OF PLAN
         The Incentive Plan will cover five fiscal years, beginning with the
         fiscal year ending January 31, 2004 and ending with the fiscal year
         ending February 1, 2008. Each such fiscal year is referred to herein as
         a "Plan Year".

III.     ELIGIBILITY
A.       GENERAL ELIGIBILITY REQUIREMENTS
         Each executive officer of Staples, within the meaning of the rules and
         regulations promulgated by the SEC, will be eligible to participate in
         the Incentive Plan. Unless specifically determined otherwise by the
         Compensation Committee, an executive officer whose employment
         terminates prior to the end of a Plan Year, other than as a result of
         permanent disability, death or retirement, will not be eligible to
         receive a bonus award under the Incentive Plan for that Plan Year.

B.       TRANSFERS TO OTHER BUSINESS UNITS
         A plan participant who transfers out of the Plan into a position in
         another business unit is eligible for a partial bonus award based on
         the number of days the associate was a plan participant. The
         associate's eligibility for a bonus for the new position, if any, will
         be determined in accordance with any applicable bonus plan for that
         position. In general, when an associate transfers to a new position,
         any bonus awards are prorated based on the number of days employed in
         the bonus plan.

C.       CHANGES IN POSITION
         Plan participants who change from one management position to another,
         through a promotion, transfer, or demotion are eligible for a prorated
         award for each position based on the number of days the associate held
         each position during the fiscal year.

D.       TERMINATION
         To be eligible for a bonus, a plan participant must be employed as of
         the last day of the fiscal year. Any plan participant who commits a
         policy violation of a serious nature warranting immediate termination
         (as defined by Staples Policy and Procedures) and who is terminated
         prior to award distribution will not be eligible to receive an award.

E.       COMPLIANCE WITH APPLICABLE REGULATIONS
         In order to be eligible to receive a bonus award under this Plan, a
         plan participant must comply with all applicable state and federal
         regulations and Staples policies.

                                 STAPLES, INC., EXECUTIVE OFFICER INCENTIVE PLAN
                                                                         2/14/03
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F.       LEAVES OF ABSENCE
         A plan participant who is on a company-approved leave of absence in
         excess of 90 days (per fiscal year) is not eligible for a bonus award
         for the portion of his/her leave over 90 days unless otherwise approved
         by the Compensation Committee of the Board of Directors.

G.       RETIREMENT, DEATH OR DISABILITY
         If a plan participant retires (upon reaching Full Retirement age as
         defined by Social Security) or leaves employment due to death or
         permanent disability before the end of the Plan year, he/she will
         receive a pro-rated bonus award. The pro-rated award will be based on
         the number of days of active employment in the fiscal year, provided
         there is an earned payout for that Plan year and all other eligibility
         requirements are met.

IV.      THE PLAN
         Within 90 days after the beginning of each Plan Year, the Compensation
         Committee will establish specific performance criteria for the payment
         of bonus awards for that Plan Year. The performance criteria for each
         Plan Year will be based on one or more of the following measures:
         sales, earnings per share, return on net assets, return on equity, and
         customer service levels. The Committee may determine that special
         one-time or extraordinary gains and/or losses should or should not be
         included in the calculation of such measures. In addition, customer
         service target levels will be based on pre-determined tests of customer
         service levels such as scores on blind test ("mystery") shopping,
         customer comment card statistics, customer relations statistics (e.g.,
         number of customer complaints), and delivery response levels. The
         Compensation Committee believes that disclosure of further detail
         concerning the performance criteria for each Plan Year may be
         confidential commercial or business information, the disclosure of
         which would adversely affect the Company.

         For each Plan Year, a specified percentage of each bonus award will be
         based upon each of the performance criteria selected by the
         Compensation Committee for that Plan Year. For each of the performance
         criteria, a specified percentage of the portion of the bonus award that
         is based on that particular performance criteria will be paid,
         dependent upon the performance of the Company as measured against such
         performance criteria. Each performance criteria has an associated
         threshold level that must be achieved for any of the bonus award
         associated with such criteria to be paid. No bonus will be paid under
         the Incentive Plan if a minimum earnings per share goal is not
         achieved.

         The maximum bonus award payable to an executive officer for any Plan
         Year will be $3 million. In addition, the Compensation Committee
         presently intends to limit bonus awards to 200% of an executive's
         Target Award.

V.       PAYMENT CALCULATIONS
         Each executive officer will have a target bonus award (a "Target
         Award") for each Plan Year. Target Awards will be expressed as a
         percentage of the actual base salary paid to the executive officer
         during that Plan Year. The percentages will be determined by the
         Compensation Committee based upon the executive officer's job level and
         responsibilities and may vary for different officers and/or business
         units.

         At the end of the Plan Year, the Compensation Committee shall
         determine the amount, if any, to be paid to each participant based
         on the extent that the performance goals established for such
         participant were achieved and shall authorize Staples to pay the
         participant the amount so determined.

         Any bonus checks will be distributed within 90 days following the
         fiscal year close.

VI.      PLAN ADMINISTRATION
A.       ADMINISTRATION
         The Incentive Plan will be administered by the Compensation Committee
         of the Board of Directors. The Compensation Committee will have broad
         authority for determining target bonuses and selecting performance
         criteria, as described below; for adopting rules and regulations
         relating to the Incentive Plan; and for making decisions and
         interpretations regarding the provisions of the Incentive Plan, the
         satisfaction of performance criteria and the payment of bonuses under
         the Incentive Plan.

                                 STAPLES, INC., EXECUTIVE OFFICER INCENTIVE PLAN
                                                                         2/14/03
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B.       EMPLOYMENT AT WILL
         This Plan does not create an express or implied contract of employment
         between Staples and a plan participant. Both Staples and the plan
         participants retain the right to terminate the employment relationship
         at any time and for any reason.

C.       BONUS PROVISIONS (AMENDMENTS AND TERMINATION)
         Bonuses are not earned or vested until actual payments are made;
         Staples, Inc. reserves the right at any time prior to actual payment of
         bonus awards to amend, terminate and/or discontinue the Plan in whole
         or in part whenever it is considered necessary.

         The Incentive Plan may be amended or terminated by either the Board of
         Directors or the Compensation Committee, provided that (i) no amendment
         or termination of the Incentive Plan after the end of a Plan Year may
         adversely affect the rights of executive officers with respect to their
         bonus awards for that Plan Year, and (ii) no amendment which would
         require stockholder approval under Section 162(m) of the Code may be
         effected without such stockholder approval.

D.       RIGHTS ARE NON-ASSIGNABLE
         Neither the participant nor any beneficiary nor any other person shall
         have any right to assign the right to receive payments hereunder, in
         whole or in part, which payments are non-assignable and
         non-transferable, whether voluntarily or involuntarily.

E.       WITHHOLDING
         All required deductions will be withheld from the bonus awards prior to
         distribution. This includes federal, state or local taxes.



                                 STAPLES, INC., EXECUTIVE OFFICER INCENTIVE PLAN
                                                                         2/14/03
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