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                                                                    Exhibit 10.5


                                    AMENDMENT

         This instrument dated as of December 6, 2001, amends the Amended and
Restated Employment Agreement dated as of January 31, 1998 (the "1998
Agreement") by and between The TJX Companies, Inc. (the "Company") and Richard
Lesser ("Mr. Lesser"):

         WHEREAS Mr. Lesser is currently employed by the Company pursuant to the
post-February 1, 2001 provisions of the second sentence of Section 1 of the 1998
Agreement; and

         WHEREAS Mr. Lesser resigned as an officer of the Company by instrument
dated December 6, 2001 (the "Resignation Date"); and

         WHEREAS the Company, following Mr. Lesser's resignation as an officer,
wishes to clarify the basis on which Mr. Lesser will continue to provide
services to the Company;

         NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Mr. Lesser agree as follows:

         1. CLARIFICATION OF TERMS. Consistent with Mr. Lesser's resignation on
the Resignation Date as an officer of the Company and its subsidiaries, the text
of the 1998 Agreement is hereby clarified, effective as of the Resignation Date,
by (i) amending Section 2(a) thereof to read: "Mr. Lesser shall serve as Senior
Corporate Advisor and, in that capacity, shall perform such duties and perform
such responsibilities as shall from time to time be assigned to him by the
President or the Board.", and (ii) otherwise deleting references to Mr. Lesser's
role as an executive or officer of the Company or its subsidiaries. Effective as
of the Resignation Date, all references in the 1998 Agreement to Mr. Lesser as
"Executive" are replaced by references to "Mr. Lesser." The parties hereto agree
and acknowledge that during the term of the 1998 Agreement Mr. Lesser will
continue to be employed by the Company but does not, and will not, have the
responsibilities of, or the authority to act as, an executive or officer of the
Company or of any of the Company's subsidiaries. Nothing in this 1998 Agreement,
however, shall be construed as limiting Mr. Lesser's service as a director of
the Company.

         2. BASE SALARY. For the fiscal year of the Company ended in ("FYE")
2002 and for any subsequent fiscal year in which Mr. Lesser remains employed
under the 1998 Agreement, Section 3(a) of the 1998 Agreement is amended by
deleting "$900,000" and replacing it with "$500,000".

         3. LRPIP. For the three-year cycle beginning with FYE 2002 and ending
with FYE 2004, Mr. Lesser was awarded an LRPIP opportunity based on a deemed
base salary of $1,000,000 (target award level: $550,000). For any subsequent
three-year LRPIP cycle beginning prior to Mr. Lesser's retirement, including
without limitation the three-year LRPIP cycle beginning with FYE 2003 and ending
with FYE 2005, Mr. Lesser will participate in LRPIP with award opportunities
that are based on his actual rate of Base Salary at the beginning of such cycle
(currently $500,000), with a target award percentage of 55%.

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         4. MIP. For the avoidance of doubt, Mr. Lesser will continue to share
in MIP award opportunities until he retires from the Company, based on the
opportunity percentages set forth in Section 3(c) of the 1998 Agreement and his
actual rate of Base Salary for the applicable year. For the year in which Mr.
Lesser retires pursuant to Section 5(b) of the 1998 Agreement, he will be
entitled to a MIP award payment equal to his target MIP award opportunity for
such year prorated for the period of his employment during such year prior to
retirement. The prorated MIP award payment described in the preceding sentence
will be in addition to the prorated LRPIP payments described in Section 5(b) of
the 1998 Agreement.

        5. OTHER PROVISIONS. Except as set forth in paragraphs 1 through 4
above, the 1998 Agreement (to the extent consistent with the foregoing) shall
continue in full force and effect.

        6. GOVERNING LAW. This instrument of amendment shall be construed in
accordance with, and shall be governed by, the laws of the Commonwealth of
Massachusetts, other than the conflict-of-laws provisions thereof, and shall be
treated for all purposes as an agreement under seal.

         IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this instrument of amendment, and Mr. Lesser has set his hand hereto,
all as of the date first above written.


                                                   THE TJX COMPANIES, INC.

                                             By:  /s/ EDMOND ENGLISH
                                                  ------------------------------
                                                   Edmond English



                                                   /s/ RICHARD LESSER
                                                   -----------------------------
                                                   Richard Lesser

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