THE TJX COMPANIES, INC.
                              STOCK INCENTIVE PLAN
                               (2004 RESTATEMENT)
 
                                 First Amendment
 
      Pursuant to Section 10 of The TJX Companies, Inc. Stock Incentive Plan
(2004 Restatement) (as amended, the "Plan"), the Plan is hereby amended as
follows:
 
1.    Section 6(k) is hereby amended by adding the following sentence to the end
      thereof:
 
      "Notwithstanding the preceding, there shall be no further Awards granted
      to Eligible Directors under this Section 6(k) in respect of any fiscal
      year after the fiscal year ending in January 2006."
 
2.    New Section 7(e) is hereby added to the end of Article 7 to read as
      follows:
 
"(e)  Annual Deferred Stock Awards, Additional Deferred Stock Awards and
      Dividend Awards for Eligible Directors.
 
      (i)   Accounts. The Company shall establish and maintain an Account in the
            name of each Eligible Director to which the Annual Deferred Stock
            Awards, Additional Deferred Stock Awards and Dividend Awards shall
            be credited.
 
      (ii)  Annual Awards. On the date of each Annual Meeting commencing at the
            Annual Meeting in the year ending in January 2007, each Eligible
            Director who is elected a Director at such Annual Meeting shall
            automatically and without further action by the Board or Committee
            be granted an Annual Deferred Stock Award as provided in subsection
            (iv) and an Additional Deferred Stock Award as provided in
            subsection (v). On each date other than the date of an Annual
            Meeting on which an Eligible Director is first elected a Director by
            the Board, the Eligible Director then so elected shall automatically
            and without further action by the Board or Committee be granted a
            prorated Annual Deferred Stock Award as provided in subsection (iv)
            and a prorated Additional Deferred Stock Award as provided in
            subsection (v). The grant of each Annual Deferred Stock Award and
            Additional Deferred Stock Award shall entitle each recipient,
            automatically and without further action by the Board or the
            Committee, to Dividend Awards as provided in subsection (vi).
 
      (iii) Nature of Awards. Each Annual Deferred Stock Award, Additional
            Deferred Stock Award and Dividend Award shall be an Other
            Stock-based Award subject to the terms of this Plan and shall
            constitute an unfunded and unsecured promise of the Company to
            deliver in the future to such Eligible Director, without payment,
            the number of shares of Stock in the amounts and at the times
            hereinafter provided. The shares of Stock notionally credited to the
            Accounts of Eligible Directors shall
 
 
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            be notional shares only and shall not entitle the Eligible Director
            to any voting rights, dividend or distribution or other rights
            except as expressly set forth herein. Nothing herein shall obligate
            the Company to issue or set aside shares of Stock, in trust or
            otherwise, to meet its contractual obligations hereunder.
 
      (iv)  Annual Deferred Stock Award. In respect of each Annual Deferred
            Stock Award granted on the date of an Annual Meeting, the Company
            shall credit to each Eligible Director's Account, effective as of
            the date of such Annual Meeting, the number of notional shares of
            Stock, including any fractional share, equal to $50,000 divided by
            the Fair Market Value of a share of Stock on the date of such Annual
            Meeting. In respect of each Annual Deferred Stock Award granted on a
            date other than the date of an Annual Meeting, the Company shall
            credit to the Account of the Eligible Director first elected on such
            date the number of notional shares of Stock, including any
            fractional share, equal to (i) $50,000 divided by the Fair Market
            Value of a share of Stock on the date of such first election
            multiplied by (ii) the quotient (not greater than one) obtained by
            dividing (A) the number of days starting with the date of such first
            election and ending on the day first preceding the anticipated date
            (as determined by the Administrator) of the next Annual Meeting, by
            (B) 365.
 
      (v)   Additional Deferred Stock Award. In addition to the Annual Deferred
            Stock Award, the Company shall credit to the Account of each
            Eligible Director, effective as of the date that any Annual Deferred
            Stock Award is credited to such Account, an Additional Deferred
            Stock Award covering the same number of shares as are covered by
            such Annual Deferred Stock Award determined in the same manner
            prescribed in subsection (iv) above.
 
      (vi)  Dividend Awards. The Company shall credit (each such credit, a
            "Dividend Award") the Account of each Eligible Director on the date
            of each Annual Meeting and on the date on which an Eligible Director
            ceases to be a Director if not the date of an Annual Meeting with a
            number of notional shares of Stock, including any fractional share,
            equal to the product of (x) the aggregate number of shares of Stock
            credited to such Account, excluding any shares first credited as of
            such date, (such previously credited shares being referred to in
            this subsection (vi) as the "subject shares"), multiplied by (y) the
            aggregate amount of the cash dividends per share of Stock for which
            record dates occurred during the period from the immediately
            preceding Annual Meeting (or, in the case a subject share, from the
            date of the initial crediting of such subject share) to the date of
            such credit, divided by (z) the Fair Market Value of a share of
            Stock the date of such credit.
 
      (vii) Vesting. Each Annual Deferred Stock Award, and any Dividend Awards
            in respect of Annual Deferred Stock Awards and/or Additional
            Deferred Stock Awards, shall vest immediately upon grant and be
            non-forfeitable. Each Additional Deferred Stock Award shall vest and
            become non-forfeitable on the date immediately preceding the date of
            the Annual Meeting next succeeding the date of grant of such Award;
            provided, that the recipient is still a Director on such date. In
            the event that an Eligible Director terminates his or her service as
            a Director for any reason prior
 
 
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            to such vesting date, the Eligible Director shall forfeit any then
            unvested Additional Deferred Stock Award.
 
     (viii) Delivery. The Company shall deliver to an Eligible Director (or a
            former Eligible Director) the number of shares of Stock, rounded up
            to the next full share, represented by notional shares of Stock
            credited to the Account of such Eligible Director in respect of
            Annual Deferred Stock Awards (including any Dividend Awards made in
            respect of such Annual Deferred Stock Awards) at the earlier of the
            following: (x) immediately prior to a Change in Control or (y) as
            soon as practicable following the termination of the Eligible
            Director's service as a Director for any reason (including death).
            With respect to any Additional Deferred Stock Award, absent an
            election to defer delivery of the shares of Stock subject to such
            Award pursuant to subsection (ix) below, the Company shall deliver
            to an Eligible Director the number of shares of Stock, rounded up to
            the next full share, represented by notional shares of Stock
            credited to the Account of such Eligible Director in respect of such
            Additional Deferred Stock Award (including any Dividend Awards made
            in respect of such Additional Deferred Stock Award) at the earlier
            of the following: (x) immediately prior to a Change in Control or
            (y) the date following the date of vesting pursuant to subsection
            (vii) above. In the event of a termination by reason of death, such
            shares of Stock shall be delivered to such beneficiary or
            beneficiaries designated by the Eligible Director in writing in such
            form, and delivered prior to his or her death to such person at the
            Company, as specified by the Company or, in the absence of such a
            designation, to the legal representative of Eligible Director's
            estate.
 
      (ix)  Deferral of Delivery of Additional Deferred Stock Awards. By filing
            a written notice to the Company in such form, and delivered to such
            person at the Company, as specified by the Company, an Eligible
            Director may irrevocably elect to defer receipt of the delivery of
            shares of Stock representing all or a portion of the notional shares
            of Stock subject to any Additional Deferred Stock Award (including
            any Dividend Awards made in respect of such notional shares) until
            the earlier of the following: (x) immediately prior to a Change in
            Control or (y) as soon as practicable following the termination of
            the Eligible Director's service as a Director for any reason
            (including death). Any election made pursuant to this subsection
            (ix) must be submitted with respect to any Additional Deferred Stock
            Award (A) in the case of the Additional Deferred Stock Award granted
            on the date an Eligible Director is first elected as a Director, no
            later than 30 days after the date of such Eligible Director's
            election to the Board or (B) in the case of any other Additional
            Deferred Stock Award, no later than December 31 of the calendar year
            preceding the calendar year in which such Award is granted, or (C)
            at such other time as is necessary to satisfy the requirements of
            Section 409A, as determined by the Administrator. "
 
 
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3.    Section 14 is hereby amended to read as follows:
 
"SECTION 14. DEFINITIONS.
 
      The following terms shall be defined as set forth below:
 
            (a) "Account" means a bookkeeping account established and maintained
      under Section 7(e) in the name of each Eligible Director to which Annual
      Deferred Stock Awards, Additional Deferred Stock Awards, and Dividend
      Awards are credited hereunder.
 
            (b) "Act" means the Securities Exchange Act of 1934.
 
            (c) "Additional Deferred Stock Award" means an Award granted to an
      Eligible Director pursuant to Section 7(e)(v).
 
            (d) "Adoption Date" means April 7, 2004.
 
            (e) "Annual Deferred Stock Award" means an Award granted to an
      Eligible Director pursuant to Section 7(e)(iv).
 
            (f) "Annual Meeting" shall mean the annual meeting of stockholders
      of the Company.
 
            (g) "Approved Performance Criteria" means criteria based on any one
      or more of the following (on a consolidated, divisional, line of business,
      geographical or area of executive's responsibilities basis): one or more
      items of or within (i) sales, revenues, assets or expenses; (ii) earnings,
      income or margins, before or after deduction for all or any portion of
      interest, taxes, depreciation, or amortization, whether or not on a
      continuing operations and aggregate or per share basis; (iii) return on
      investment, capital, assets, sales or revenues; and (iv) stock price. In
      determining whether a performance goal based on one or more Approved
      Performance Criteria has been satisfied for any period, any extraordinary
      item, change in generally accepted accounting principles, or change in law
      (including regulations) that would affect the determination as to whether
      such performance goal had been achieved will automatically be disregarded
      or taken into account, whichever would cause such performance goal to be
      more likely to be achieved, and to the extent consistent with Section
      162(m) of the Code the Committee may provide for other objectively
      determinable and nondiscretionary adjustments; provided, that nothing
      herein shall be construed as limiting the Committee's authority to reduce
      or eliminate a Performance Award (including, without limitation, by
      restricting vesting under any such Award) that would otherwise be deemed
      to have been earned.
 
            (h) "Award" or "Awards" except where referring to a particular
      category of grant under the Plan shall include Stock Options, Other
      Stock-based Awards and Performance Awards.
 
            (i) "Board" means the Board of Directors of the Company.
 
 
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            (j) "Cause" means a felony conviction of a participant or the
      failure of a participant to contest prosecution for a felony, or a
      participant's willful misconduct or dishonesty, any of which is directly
      harmful to the business or reputation of the Company or any Subsidiary.
 
            (k) "Code" means the Internal Revenue Code of 1986, as amended, and
      any successor Code, and related rules, regulations and interpretations.
 
            (l) "Committee" means the Committee referred to in Section 2. If at
      any time no Committee shall be in office, the functions of the Committee
      shall be exercised by the Board.
 
            (m) "Company" is defined in Section 1.
 
            (n) "Director" means a member of the Board.
 
            (o) "Disability" means disability as determined in accordance with
      standards and procedures similar to those used under the Company's long
      term disability program.
 
            (p) "Dividend Award" means an Award granted to an Eligible Director
      pursuant to Section 7(e)(vi).
 
            (q) "Eligible Director" means a Director who is not employed (other
      than as a Director) by the Company or by any Subsidiary.
 
            (r) "Fair Market Value" on any given date means the last sale price
      regular way at which Stock is traded on such date as reflected in the New
      York Stock Exchange Composite Transactions Index or, where applicable, the
      value of a share of Stock as determined by the Committee in accordance
      with the applicable provisions of the Code.
 
            (s) "Full Value Award" means an Award other than a Stock Option or
      an SAR.
 
            (t) "ISO" means a Stock Option intended to be and designated as an
      "incentive stock option" as defined in the Code.
 
            (u) "New Awards" is defined in Section 3(a).
 
            (v) "Non-Employee Director" shall have the meaning set forth in Rule
      16b-3(b)(3) promulgated under the Act, or any successor definition under
      the Act.
 
            (w) "NSO" means any Stock Option that is not an ISO.
 
            (x) "Normal Retirement" means retirement from active employment with
      the Company and its Subsidiaries at or after age 65 with at least five
      years of service for the Company and its Subsidiaries as specified in The
      TJX Companies, Inc. Retirement Plan.
 
            (y) "Other Stock-based Award" means an Award of one of the types
      described in Section 7.
 
 
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            (z) "Outside Director" means a member of the Board who is treated as
      an "outside director" for purposes of Section 162(m) of the Code.
 
            (aa) "Performance Award" means an Award described in Section 8.
 
            (bb) "Plan" is defined in Section 1.
 
            (cc) "Restricted Stock" is defined in Section 7(a).
 
            (dd) "SAR" means an Award described in Section 6(m)(i).
 
            (ee) "Share Limit" is defined in Section 3(a).
 
            (ff) "Special Service Retirement" means retirement from active
      employment with the Company and its Subsidiaries (i) at or after age 60
      with at least twenty years of service for the Company and its
      Subsidiaries, or (ii) at or after age 65 with at least ten years of
      service for the Company and its Subsidiaries.
 
            (gg) "Stock" means the Common Stock, $1.00 par value, of the
      Company, subject to adjustments pursuant to Section 3.
 
            (hh) "Stock Option" means any option to purchase shares of Stock
      granted pursuant to Section 6.
 
            (ii) "Subsidiary" means any corporation or other entity (other than
      the Company) in an unbroken chain beginning with the Company if each of
      the entities (other than the last entity in the unbroken chain) owns stock
      or other interests possessing 50% or more of the total combined voting
      power of all classes of stock or other interest in one of the other
      corporations or other entities in the chain."
 
 
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