This Agreement dated this October 28, 1999 by and between The TJX Companies, Inc. (the "Corporation") and
Bernard Cammarata ("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 insurance trusts designated by Executive (the "Trusts"); and
WHEREAS Executive participates in the Corporation's Supplemental Executive Retirement Plan ("SERP") and
continues to accrue a benefit under SERP; and
WHEREAS Executive has agreed to relinquish such rights as he has to benefits heretofore accrued under SERP
and to any future accruals under SERP, 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 any and all benefits heretofore earned
by Executive under SERP and further agrees that he shall forthwith cease to participate in SERP and shall earn no
future benefits thereunder. Nothing in this Agreement shall affect Executive's rights to other retirement benefits.
2. The Corporation will assist the Trusts in the purchase of split-dollar life insurance under the terms of separate
split-dollar life insurance agreements in the forms attached hereto as Exhibit A.
3. At the one-year anniversary of Executive's retirement, there shall be calculated the present value as of October
29, 1999 (the "Present Value"), using a 6% annual rate of interest as the discount factor between October 29,
1999 and such one-year anniversary, of the sum of (i) the monthly SERP payments that Executive would (but for
this Agreement) have been entitled to receive following retirement and prior to such one-year anniversary,
expressed as a single life annuity, and (ii)