EXHIBIT 10.16
AGREEMENT
This Agreement dated this 1st day of March 2000 by and between The TJX Companies, Inc. (the
"Corporation") and Richard G. Lesser ("Executive").
WHEREAS Executive and the Corporation have agreed to enter into a so-called "Split dollar" insurance
arrangement more particularly described below under which the Corporation will pay premiums to fund a life
insurance policy or policies to be owned by an insurance trust designated by Executive (the "Trust"); and
WHEREAS Executive participates in the Corporation's Supplemental Executive Retirement Plan ("SERP") and
WHEREAS Executive has agreed to relinquish a portion of certain rights to benefits accrued under SERP as
described below, subject to the terms of this Agreement;
NOW, THEREFORE, the parties hereto, intending to be bound hereby, agree as follows:
1. Executive agrees to relinquish such rights as he has (whether under the terms of SERP or under the terms of
Executive's employment agreement with the Corporation or otherwise) to all benefits heretofore or hereafter
accrued under SERP, excepting only (i) such periodic benefits as has received as of the date of this agreement or
is scheduled to receive prior to December 1, 2000 pursuant to Section 4(e) of his employment agreement dated
as of January 31, 1998 (the "Employment Agreement") plus (ii) a monthly benefit of $105,075 payable either to
Executive or (in the event of Executive's death) to Executive's beneficiary under SERP for sixty (60) months
commencing December 2000. The parties hereto agree that Executive's residual benefits under SERP, as
described in the preceding sentence, shall be paid in the manner therein described notwithstanding the generally
applicable terms of SERP of the Employment Agreement. Nothing in this Agreement shall affect Executive's rights
to other retirement benefits.
2. The Corporation will assist the Trust in the purchase of split-dollar life insurance under the terms of separate
split-dollar life insurance agreements in the forms a