<PAGE>

                                                                    Exhibit 10.2

                                 AMENDMENT NO. 1

                                       to

                        5-YEAR REVOLVING CREDIT AGREEMENT

      THIS AMENDMENT NO. 1 TO THE 5-YEAR REVOLVING CREDIT AGREEMENT (the
"Amendment") is made as of May 12, 2006 by and among THE TJX COMPANIES, INC.
(the "Borrower"), the financial institutions listed on the signature pages
hereof (the "Lenders"), BANK OF AMERICA, N.A., as administrative agent (the
"Administrative Agent"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and THE BANK
OF NEW YORK, as syndication agents (the "Syndication Agents") and CITIZENS BANK
OF MASSACHUSETTS, KEYBANK NATIONAL ASSOCIATION and UNION BANK OF CALIFORNIA,
N.A., as documentation agents (the "Documentation Agents"; collectively with the
Administrative Agent and the Syndication Agents, the "Agents") under that
certain 5-Year Revolving Credit Agreement dated as of May 5, 2005 by and among
the Borrower, the financial institutions party thereto, the Administrative
Agent, the Syndication Agents and the Documentation Agents (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"). Defined terms used herein and not otherwise defined herein
shall have the meaning given to them in the Credit Agreement.

                                   WITNESSETH

      WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Syndication Agents and the Documentation Agents are parties to the Credit
Agreement; and

      WHEREAS, the Borrower has requested that the Agents and all of the Lenders
amend the Credit Agreement on the terms and conditions set forth herein; and

      WHEREAS, the Borrower, the Lenders and the Agents have agreed to amend the
Credit Agreement on the terms and conditions set forth herein;

      NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto have agreed to the following amendments to the Credit Agreement:

      1. Amendments to the Credit Agreement. Effective as of May 12, 2006 (the
"Effective Date") and subject to the satisfaction of the conditions precedent
set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

<PAGE>

            1.1 Section 1.1 of the Credit Agreement is amended to delete the
      phrase "May 5, 2010" now appearing in the definition of "Facility
      Termination Date", and to substitute the following therefor: "May 5,
      2011".

            1.2 Section 2.21 of the Credit Agreement is amended to delete the
      table now appearing therein, and to substitute the following therefor:

                          EURODOLLAR APPLICABLE MARGINS
                          APPLICABLE FACILITY FEE RATES
                      AND APPLICABLE UTILIZATION FEE RATES
                                (IN BASIS POINTS)

<TABLE>
<CAPTION>
                   AT LEAST                                       AT LEAST      AT LEAST
                   A+ FROM       AT LEAST A      AT LEAST A-      BBB+ FROM     BBB FROM      NO OTHER
                  S&P OR A1       FROM S&P        FROM S&P        S&P OR          S&P OR      PRICING
   CREDIT            FROM        OR A2 FROM      OR A3 FROM      Baa1 FROM      Baa2 FROM      LEVEL
   RATINGS         MOODY'S         MOODY'S        MOODY'S          MOODY'S        MOODY'S      APPLIES
------------      ---------      ----------      -----------     ----------     ---------     --------
<S>               <C>            <C>             <C>             <C>            <C>           <C>
Eurodollar
Applicable
Margin              17.5            19.0            23.0            29.5           35.0         42.5

Applicable
Facility Fee         5.0             6.0             7.0             8.0           10.0         12.5

Applicable
Utilization
Fee Rate             5.0             5.0             5.0             5.0           10.0         10.0
</TABLE>

            1.3 Sections 5.4 and 5.5 of the Credit Agreement are amended to
      delete the phrase "January 29, 2005" now appearing therein, and to
      substitute the following therefor: "January 28, 2006".

            2. Conditions of Effectiveness. The effectiveness of this Amendment
      is subject to the conditions precedent that the Administrative Agent shall
      have received the following:

            (a) duly executed copies of this Amendment from each of the
Borrower, the Administrative Agent, the Syndication Agents, the Documentation
Agents and the Lenders;

            (b) the Upfront Fee (as defined below);

            (c) any other fee (including, but not limited to, to the extent
invoiced, reasonable attorneys' fees and expenses) payable to the Agents in
connection with this Amendment, which fees may be paid directly to the Agents;
and

                                      -2-
<PAGE>

            (d) a Certificate of the Secretary of the Borrower certifying (i)
its certificate of incorporation and by-laws (or equivalent governing
documents), together with all amendments thereto, (ii) resolutions of the board
of directors (or similar governing body or committee with authority to approve
the proposed transactions) of the Borrower approving and authorizing the
execution, delivery and performance of this Amendment, and (iii) only to the
extent of any changes from the incumbency certified as of May 5, 2005, the
incumbency and the signatures of the officers, identified by name and title, of
the Borrower authorized to execute this Amendment.

      3. Upfront Fee. On the Effective Date, the Borrower shall pay to the
Administrative Agent for the account of each Lender an upfront fee (the "Upfront
Fee") in an amount equal to 0.015% (1.5 basis points) multiplied by such
Lender's Commitment.

      4. Representations and Warranties of the Borrower.

            4.1   The Borrower hereby represents and warrants that this
                  Amendment and the Credit Agreement as previously executed and
                  as amended hereby, constitute legal, valid and binding
                  obligations of the Borrower and are enforceable against the
                  Borrower in accordance with their terms (except as
                  enforceability may be limited by bankruptcy, insolvency or
                  similar laws affecting the enforcement of creditors' rights
                  generally).

            4.2   Upon the effectiveness of this Amendment and after giving
                  effect hereto, the Borrower hereby (i) reaffirms all
                  representations and warranties contained in Article V of the
                  Credit Agreement, as amended hereby, and agrees that all such
                  representations and warranties are true and correct in all
                  material respects, as though made on and as of the Effective
                  Date, except to the extent any such representation or warranty
                  is stated to relate solely to an earlier date, in which case
                  such representation or warranty shall be true and correct on
                  and as of such earlier date and (ii) certifies to the Agents
                  and the Lenders that no Default or Unmatured Default has
                  occurred and is continuing.

      5. Reference to the Effect on the Credit Agreement.

            5.1   Upon the effectiveness of Section 1 hereof, on and after the
                  date hereof, each reference in the Credit Agreement or in any
                  other Loan Document (including any reference therein to "this
                  Credit Agreement," "hereunder," "hereof," "herein" or words of
                  like import referring thereto) or in any other Loan Document
                  shall mean and be a reference to the Credit Agreement as
                  amended hereby.

                                      -3-
<PAGE>

            5.2   Except as specifically amended above, the Credit Agreement and
                  all other documents, instruments and agreements executed
                  and/or delivered in connection therewith, shall remain in full
                  force and effect, and are hereby ratified and confirmed.

            5.3   The execution, delivery and effectiveness of this Amendment
                  shall not operate as a waiver of any right, power or remedy of
                  the Administrative Agent or the Lenders, nor constitute a
                  waiver of any provision of the Credit Agreement or any other
                  documents, instruments and agreements executed and/or
                  delivered in connection therewith.

      6. Governing Law. THE ADMINISTRATIVE AGENT ACCEPTS THIS AMENDMENT, ON
BEHALF OF ITSELF AND THE LENDERS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE BORROWER AND ANY OF THE
ADMINISTRATIVE AGENT, ANY LENDER, OR ANY OTHER HOLDER OF THE OBLIGATIONS ARISING
OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICTS
OF LAWS PROVISIONS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

      7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

      8. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                                      -4-
<PAGE>

                                                                    Exhibit 10.2

      IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.

                                         THE TJX COMPANIES, INC., as the
                                         Borrower

                                         By: /s/ Mary B. Reynolds
                                             -----------------------------------
                                             Name:  Mary B. Reynolds
                                             Title: Vice President - Finance
                                                    Treasurer

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         BANK OF AMERICA, N.A., as
                                         Administrative Agent and as a Lender

                                         By: /s/ Mollie S. Canup
                                             -----------------------------------
                                             Name:  Mollie S. Canup
                                             Title: Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         THE BANK OF NEW YORK, as a
                                         Syndication Agent and as a Lender

                                         By: /s/ Michael V. Flannery
                                             -----------------------------------
                                             Name:  Michael V. Flannery
                                             Title: Managing Director

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         JPMORGAN CHASE BANK NATIONAL
                                         ASSOCIATION, as a Syndication Agent
                                         and as a Lender

                                         By: /s/ Teri Streusand
                                             -----------------------------------
                                             Name:  Teri Streusand
                                             Title: Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         CITIZENS BANK OF
                                         MASSACHUSETTS, as a Documentation
                                         Agent and as a Lender

                                         By: /s/ Stephen F. Foley
                                             -----------------------------------
                                             Name:  Stephen F. Foley
                                             Title: Senior Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         KEYBANK NATIONAL ASSOCIATION,
                                         as a Documentation Agent and as a
                                         Lender

                                         By: /s/ Marianne T. Meil
                                             -----------------------------------
                                             Name:  Marianne T. Meil
                                             Title: Senior Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         UNION BANK OF CALIFORNIA, N.A., as a
                                         Documentation Agent and as a Lender

                                         By: /s/ Theresa L. Rocha
                                             -----------------------------------
                                             Name:  Theresa L. Rocha
                                             Title: Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         FIFTH THIRD BANK, as a Lender

                                         By: /s/ Brooke Balcom
                                             -----------------------------------
                                             Name:  Brooke Balcom
                                             Title: Assistant Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         WELLS FARGO BANK, NATIONAL
                                         ASSOCIATION, as a Lender

                                         By: /s/ Jordan R. Fragiacomo
                                             -----------------------------------
                                             Name:  Jordan R. Fragiacomo
                                             Title: Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         PNC BANK, NATIONAL ASSOCIATION,
                                         as a Lender

                                         By: /s/ Michael Nardo
                                             -----------------------------------
                                             Name:  Michael Nardo
                                             Title: Senior Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         MELLON BANK, N.A., as a Lender

                                         By: /s/ William M. Feathers
                                             -----------------------------------
                                             Name:  William M. Feathers
                                             Title: Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         U.S. BANK NATIONAL ASSOCIATION,
                                         as a Lender

                                         By: /s/ Heather Hinkelman
                                             -----------------------------------
                                             Name:  Heather Hinkelman
                                             Title: Banking Officer

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         THE BANK OF NOVA SCOTIA, as a Lender

                                         By: /s/ Todd Meller
                                             -----------------------------------
                                             Name:  Todd Meller
                                             Title: Managing Director

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         SUNTRUST BANK, N.A., as a Lender

                                         By: /s/ Robert Maddox
                                             -----------------------------------
                                             Name:  Robert Maddox
                                             Title: Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>

                                         SOVEREIGN BANK, as a Lender

                                         By: /s/ Judith C.E. Kelly
                                             -----------------------------------
                                             Name:  Judith C.E. Kelly
                                             Title: Senior Vice President

     SIGNATURE PAGE TO AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT