Exhibit 10.13
THE TJX COMPANIES, INC.
DEFERRED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. INTRODUCTION. Reference is made to The TJX Companies, Inc. Retirement Plan for Directors (formerly
the Zayre Corp. Retirement Plan for Directors) (the "Directors Retirement Plan"), under which non-employee
members of the board of directors of The TJX Companies, Inc. (the "Company") earned benefits payable in
accordance with the terms of the Directors Retirement Plan. The Deferred Stock Plan for Non-Employee
Directors set forth herein (as the same may be amended, the "Plan") has been adopted (i) to replace benefits
under the Directors Retirement Plan with a commitment on the part of the Company to deliver to eligible directors
or their beneficiaries, upon the director's retirement or earlier termination, common stock of the Company
("Stock") in an amount and subject to the terms set forth below, and (ii) to provide for continuing awards of
deferred Stock to eligible directors on the terms set forth below. A maximum of 50,000 shares of Stock
(appropriately adjusted by the Administrator for mergers, consolidations, stock splits, stock dividends and similar
changes in capitalization affecting the Stock that occur after January 1, 1998) are authorized for delivery under
the Plan.
2. ELIGIBILITY. Participants in the Plan (each, a "Participant") shall consist of the individuals listed on Exhibit A
hereto and each other individual who from time to time after January 1, 1998 serves as a member of the Board of
Directors of the Company. No individual who is or at any time has been an employee of the Company or of any
company while such company is a direct or indirect subsidiary of the Company shall be eligible to participate in
the Plan.
3. ADMINISTRATION. The Plan shall be administered by the Executive Compensation Committee of the
Board of Directors of the Company, or its delegate (the "Administrator"). The Administrator shall have full
discretion, consistent with the terms of the Plan, to interpret the Plan