THE TJX COMPANIES, INC.
TRUST AGREEMENT FOR EXECUTIVE SAVINGS PLAN
This Agreement made as of this 6th day of October, 1998 by and between The TJX Companies, Inc. (the
"Company") with its principal offices at 770 Cochituate Road, Framingham, MA 02110 and Fleet National Bank
(the "Trustee"), of Providence, Rhode Island.
WHEREAS the Company has adopted the Executive Savings Plan (the "Plan") to provide deferred
compensation and supplemental credits for certain management or highly compensated employees and their
WHEREAS the Company wishes to establish a trust (the "Trust") to assist the Company in the payment of
benefits under the Plan;
NOW, THEREFORE, the parties hereby establish the Trust and agree that the Trust shall be comprised, held
and disposed of as follows:
SECTION 1. TRUST FUND
(a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with the Trustee
in trust one hundred dollars ($100) which shall become the principal of the Trust to be held, administered and
disposed of by the Trustee as provided in this Trust Agreement.
(b) The purpose of the Trust is to pay as they come due benefits under the Plan to persons who are entitled to
such benefits under the Plan ("Trust Beneficiaries").
(c) The Trust hereby established shall become irrevocable upon a Change of Control, as hereinafter defined, as
to all amounts held in Trust as of the Change of Control and all amounts contributed in Trust thereafter, and
earnings on such amounts. Prior to a Change of Control the Trust may be revoked by the Company at any time
by a writing delivered to the Trustee. Upon such revocation, all amounts held in the Trust shall be paid to, or
upon the direction of, the Company.
(d) The Trust is intended to be a trust of which the Company is treated as the owner under Subpart E of
Subchapter J, Chapter 1 of the Internal Revenue Code of 1986, as from time to time amended, and shall be