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                                                                    EXHIBIT 10.1

                                                 As amended through June 5, 2006

                             THE TJX COMPANIES, INC.
                              STOCK INCENTIVE PLAN
                               (2004 Restatement)



                                TABLE OF CONTENTS



                                                                           Page
                                                                          ------
                                                                    
SECTION 1.    NAME; EFFECTIVE DATE; GENERAL PURPOSE ...................        1

SECTION 2.    PLAN ADMINISTRATION......................................        1

SECTION 3.    SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION....        2

SECTION 4.    ELIGIBILITY..............................................        3

SECTION 5.    DURATION OF AWARDS; TERM OF PLAN.........................        3

SECTION 6.    STOCK OPTIONS; SARs......................................        3

SECTION 7.    OTHER STOCK-BASED AWARDS.................................        7

SECTION 8.    PERFORMANCE AWARDS.......................................       11

SECTION 9.    TRANSFER, LEAVE OF ABSENCE...............................       13

SECTION 10.   AMENDMENTS AND TERMINATION...............................       13

SECTION 11.   STATUS OF PLAN...........................................       13

SECTION 12.   CHANGE OF CONTROL PROVISIONS.............................       14

SECTION 13.   GENERAL PROVISIONS.......................................       14

SECTION 14.   DEFINITIONS..............................................       15




                             THE TJX COMPANIES, INC.
                              STOCK INCENTIVE PLAN
                               (2004 Restatement)

SECTION 1. NAME; EFFECTIVE DATE; GENERAL PURPOSE

     The name of the plan is The TJX Companies, Inc. Stock Incentive Plan (the
"Plan"). The Plan is an amendment, effective as to Awards made on or after April
7, 2004, of The TJX Companies, Inc. 1986 Stock Incentive Plan. In the case of an
Award made prior to April 7, 2004, the terms of such Award (including the
applicable provisions of the Plan as in effect when such Award was granted)
shall apply.

     The purpose of the Plan is to secure for The TJX Companies, Inc. (the
"Company") and its stockholders the benefit of the incentives inherent in stock
ownership and the receipt of incentive awards by selected key employees and
directors of the Company and its Subsidiaries who contribute to and will be
responsible for its continued long term growth. The Plan is intended to
stimulate the efforts of such key individuals by providing an opportunity for
capital appreciation and giving suitable recognition for services that
contribute materially to the success of the Company. Initially capitalized terms
used in the Plan shall have the meaning set forth in Section 14.

SECTION 2. PLAN ADMINISTRATION

     The Plan shall be administered by a committee (the "Committee") of one or
more directors appointed by the Board and serving at the pleasure of the Board.
The Committee shall consist of not less than two directors, each of whom is both
a Non-Employee Director and an Outside Director. If at any time the Committee
shall include one or more members who are not Non-Employee Directors or Outside
Directors, a subcommittee consisting solely of two or more individuals who are
both Non-Employee Directors and Outside Directors shall constitute the Committee
for purposes of the immediately preceding sentence.

     The Committee shall have the power and authority to: grant Awards
consistent with the terms of the Plan, including the power and authority to
select from among those eligible the persons to whom Awards may from time to
time be granted; determine the time or times of grant of any Awards; to
determine the number of shares to be covered by any Award; determine the terms
and conditions of any Award; adopt such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem
advisable; interpret the terms and provisions of the Plan and any Award;
prescribe such forms and agreements as it deems advisable in connection with any
Award; make all determinations it deems advisable for the administration of the
Plan; decide all disputes arising in connection with the Plan; and otherwise
supervise the administration of the Plan. All decisions and interpretations of
the Committee shall be binding on all persons, including the Company and Plan
participants.



SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.

     (a) Shares Issuable. The maximum number of shares of Stock ("Share Limit")
that may be issued under Awards granted after the Adoption Date ("New Awards")
shall be the sum of (i) 45,216,649 plus (ii) the number of shares of Stock
subject to Awards outstanding as of the Adoption Date that after the Adoption
Date are forfeited, expire or are satisfied without the issuance of Stock.(1)
For the avoidance of doubt, if a New Award is forfeited, expires, or is
satisfied without the issuance of Stock, the shares of Stock subject to such New
Award shall not be treated as issued for purposes of the preceding sentence.
Each share issued under a New Award that is a Stock Option or SAR shall reduce
the Share Limit by one (1) share, and each share of Stock issued under any other
New Award (unless reacquired by the Company through forfeiture) shall reduce the
Share Limit by two and two tenths (2.2) shares. Subject to the Share Limit, no
more than 45,000,000 shares of Stock in the aggregate may be issued pursuant to
NSOs, and no more than 45,000,000 shares of Stock (less the number of shares
issued pursuant to NSOs) in the aggregate may be issued pursuant to the exercise
of ISOs. The number of shares of Stock subject to each of Stock Options, SARs
and Performance Awards that may be awarded to any participant during any
consecutive three-year period commencing after the Adoption Date shall be
limited to 8,000,000 shares each. Shares issued under the Plan may be authorized
but unissued shares or shares reacquired by the Company. The Company shall
appropriately reserve shares in connection with the grant of Awards to reflect
the limitations set forth above.

     (b) Stock Dividends, Mergers, etc. In the event of a stock dividend, stock
split, reverse stock split, or similar change in capitalization, or
extraordinary dividend or distribution or restructuring transaction affecting
the Stock, the Committee shall make appropriate adjustments in the number and
kind of shares of stock or securities on which Awards may thereafter be granted,
including the limits described in Section 3(a) and Section 7(c), and shall make
such adjustments in the number and kind of shares remaining subject to
outstanding Awards, and the option or purchase price in respect of such shares
as it may deem appropriate with a view toward preserving the value of
outstanding awards. In the event of any merger, consolidation, dissolution or
liquidation of the Company, the Committee in its sole discretion may, as to any
outstanding Awards, make such substitution or adjustment in the aggregate number
of shares reserved for issuance under the Plan and in the number and purchase
price (if any) of shares subject to such Awards as it may determine, or
accelerate, amend or terminate such Awards upon such terms and conditions as it
shall provide (which, in the case of the termination of the vested portion of
any Award, shall require payment or other consideration which the Committee
deems equitable in the circumstances), subject, however, to the provisions of
Section 12.

     (c) Substitute Awards. The Company may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who become employees or Eligible Directors of the Company or a
Subsidiary as described in the first sentence of

- ----------
(1)  For the avoidance of doubt, there may also be issued under the Plan shares
     of Stock required to satisfy Awards outstanding as of the Adoption Date,
     which shares shall be in addition to the shares described in the first
     sentence of Section 3(a).


                                      -2-



     Section 4 as the result of a merger or consolidation of the employing
     corporation with the Company or a Subsidiary or the acquisition by the
     Company or a Subsidiary of property or stock of the employing corporation.
     The Committee may direct that the substitute awards be granted on such
     terms and conditions as the Committee considers appropriate in the
     circumstances. The shares which may be delivered under such substitute
     Awards shall be in addition to the limitations set forth in Section 3(a) on
     the number of shares available for issuance under Awards, and such
     substitute Awards shall not be subject to the per-participant Award limits
     described in Section 3(a).

SECTION 4. ELIGIBILITY.

     Participants in the Plan will be (i) such full or part time officers and
other key employees of the Company and its Subsidiaries who are responsible for
or contribute to the management, growth or profitability of the Company and its
Subsidiaries and who are selected from time to time by the Committee in its sole
discretion, and (ii) Eligible Directors. Persons who are not employees of the
Company or a subsidiary (within the meaning of Section 424 of the Code) shall
not be eligible to receive grants of ISOs.

SECTION 5. DURATION OF AWARDS; TERM OF PLAN.

     (a) Duration of Awards. Subject to Sections 13(a) and 13(e) below, no Stock
Option or SAR may remain exercisable beyond 10 years from the grant date, and no
other Award shall have a vesting or restriction period that extends beyond 10
years from the grant date, except that deferrals elected by participants of the
receipt of Stock or other benefits under the Plan may extend beyond such date.

     (b) Latest Grant Date. No Award shall be granted after June 30, 2009, but
then outstanding Awards may extend beyond such date.

SECTION 6. STOCK OPTIONS; SARs.

     Any Stock Option or SAR granted under the Plan shall be in such form as the
Committee may from time to time approve. Stock Options granted under the Plan
may be either ISOs or NSOs. Any Stock Option that is not expressly designated as
an ISO at time of grant shall be deemed to have been expressly designated at
time of grant as an NSO. Anything in the Plan to the contrary notwithstanding,
no term of this Plan relating to ISOs shall be interpreted, amended or altered,
nor shall any discretion or authority granted to the Committee under the Plan be
exercised, so as to disqualify the Plan or, without the consent of the optionee,
any ISO under Section 422 of the Code.

     Stock Options granted under the Plan shall be subject to the provisions of
Sections 6(a) through Section 6(k) below and of Section 6(m)(ii) below; SARs
shall be subject to the provisions of Section 6(m)(i) below; and Stock Options
and SARs shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:


                                      -3-



     (a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant but shall
be not less than 100% of Fair Market Value on the date of grant.

     (b) Exercisability. Stock Options shall be exercisable at such future time
or times, whether or not in installments, as shall be determined by the
Committee at or after the grant date. The Committee may at any time accelerate
the exercisability of all or any portion of any Stock Option.

     (c) Method of Exercise. The person holding a Stock Option may exercise the
Stock Option in whole or in part by giving written notice of exercise to the
Company specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price, either by certified or
bank check (or other check acceptable to the Committee), by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or by such other means or
combination of means (other than delivery of the purchaser's promissory note) as
may be acceptable to the Committee. If so permitted by the Committee in its
discretion and subject to such limitations and restrictions as the Committee may
impose, payment in full or in part of the exercise price or payment of
withholding taxes (as provided in Section 13(d)) may also be made in the form of
shares of Stock not then subject to restrictions under any Company plan. The
person holding a Stock Option shall have the rights of a shareholder only as to
shares acquired upon the exercise of a Stock Option and not as to unexercised
Stock Options.

     (d) Non-transferability of Options. No ISO (and, except as determined by
the Committee, no NSO) shall be transferable by the person to whom such Stock
Option was granted otherwise than by will or by the laws of descent and
distribution, and all ISOs (and, except as determined by the Committee, all
NSOs) shall be exercisable during the lifetime of the person to whom such Stock
Options were granted only by such person. Where an NSO is permitted by the
Committee to be transferred, references in the Plan to the "person to whom the
Stock Option was granted" and similar terms shall be construed, as the Committee
in its discretion deems appropriate, to include any permitted transferee to whom
the Stock Option is transferred.

     (e) Termination by Death. If the employment by the Company and its
Subsidiaries of a person to whom a Stock Option was granted terminates by reason
of death, the Stock Option may thereafter be exercised, to the extent then
exercisable (or on such accelerated or other basis as the Committee shall at any
time determine), by the legal representative or legatee of the decedent, for a
period of five years (or such shorter period as the Committee shall specify at
time of grant) from the date of death or until the expiration of the stated term
of the option, if earlier.

     (f) Termination by Reason of Disability. If the employment by the Company
and its Subsidiaries of a person to whom a Stock Option was granted terminates
by reason of Disability, or if such person has been designated an inactive
employee by reason of Disability, any Stock Option previously granted to such
person may thereafter be exercised to the extent it was exercisable at the time
of the earlier of such termination or such designation (or on such accelerated
or other basis as the Committee shall at any time determine prior to such
termination or designation), by the person to whom the Stock Option was granted
or, in the event of his or


                                      -4-



her death following termination, by his or her legal representative or legatee,
for a period of five years (or such shorter period as the Committee shall
specify at time of grant) from the date of such termination of employment or
designation or until the expiration of the stated term of the option, if
earlier. Except as otherwise provided by the Committee at the time of grant, the
death during the final year of such exercise period of the person to whom such
Stock Option was granted shall, if such person still holds such Stock Option,
extend such period for one year following death, subject to termination on the
expiration of the stated term of the option, if earlier. The Committee shall
have the authority to determine whether a participant has been terminated or
designated an inactive employee by reason of Disability.

     (g) Termination by Reason of Normal Retirement. If the employment by the
Company and its Subsidiaries of a person to whom a Stock Option has been granted
terminates by reason of Normal Retirement, the Stock Option may thereafter be
exercised to the extent that it was then exercisable (or on such accelerated or
other basis as the Committee shall at any time determine), by the person to whom
the Stock Option was granted or, in the event of his or her death following
Normal Retirement, by his or her legal representative or legatee, for a period
of five years (or such shorter period as the Committee shall specify at time of
grant) from the date of Normal Retirement or until the expiration of the stated
term of the option, if earlier. Except as otherwise provided by the Committee at
the time of grant, the death during the final year of such exercise period of
the person to whom such Stock Option was granted shall, if such person still
holds such Stock Option, extend such period for one year following death,
subject to termination on the expiration of the stated term of the option, if
earlier.

     (h) Termination by Reason of Special Service Retirement. If the employment
by the Company and its Subsidiaries of a person to whom a Stock Option has been
granted terminates by reason of a Special Service Retirement, the Stock Option
may thereafter be exercised (to the extent exercisable from time to time during
the extended exercise period as hereinafter determined), by the person to whom
the Stock Option was granted or, in the event of his or her death following the
Special Service Retirement, by his or her legal representative or legatee, for a
period of five years (or such shorter period as the Committee shall specify at
time of grant) from the date of the Special Service Retirement or until the
expiration of the stated term of the option, if earlier. Except as otherwise
provided by the Committee at the time of grant, the death during the final year
of such exercise period of the person to whom such Stock Option was granted
shall, if such person still holds such Stock Option, extend such period for one
year following death, subject to termination on the expiration of the stated
term of the option, if earlier. A Stock Option that is outstanding but not yet
fully exercisable at the date of the Special Service Retirement of the person to
whom the Stock Option was granted shall continue to become exercisable, over the
period of three years following the Special Service Retirement Date (subject to
the stated term of the option, or on such accelerated or other basis as the
Committee shall at any time determine), on the same basis as if such person had
not retired.

     (i) Other Termination. If the employment by the Company and its
Subsidiaries of a person to whom a Stock Option has been granted terminates for
any reason other than death, Disability, Normal Retirement, Special Service
Retirement or for Cause, the Stock Option may thereafter be exercised to the
extent it was exercisable on the date of termination of employment (or on such
accelerated basis as the Committee shall determine at or after grant) for a
period of


                                      -5-



three months (or such other period up to three years as the Committee shall
specify at or after grant), by the person to whom the Stock Option was granted
or, in the event of his or her death following termination, by his or her legal
representative or legatee, from the date of termination of employment or until
the expiration of the stated term of the option, if earlier. If the employment
of such person terminates or is terminated for Cause, the unexercised portion of
any Stock Option previously granted to such person shall immediately terminate.

     (j) Form of Settlement. Subject to Section 13(a) and Section 13(e) below,
shares of Stock issued upon exercise of a Stock Option shall be free of all
restrictions under the Plan, except as provided in the following sentence. The
Committee may provide at time of grant that the shares to be issued upon the
exercise of a Stock Option shall be in the form of Restricted Stock or shall be
issued on a deferred basis, or may reserve the right to so provide after time of
grant.

     (k) Options for Certain Directors. Except as the Board may otherwise
determine, an NSO shall annually be granted hereunder to each Eligible Director.
Each such Award shall be granted in accordance with the generally applicable
provisions of this Section 6, subject to the following:

          (i) The grant and all terms of the Award, including the number of
     shares of Stock subject to each Award shall, subject to the special
     provisions of this subsection (l), be determined by the Board rather than
     by the Committee.

          (ii) Each Award shall vest and become exercisable one year after the
     date of grant, provided that the Award recipient is then still a Director
     or has ceased to be a Director and is still alive at such one-year
     anniversary.

          (iii) The provisions of subsections (h) ("Termination by Reason of
     Normal Retirement"), (i) ("Termination by Reason of Special Service
     Retirement") and (j) ("Other Termination") shall not apply to Awards
     pursuant to this subsection (k). If an individual to whom an Award has been
     granted pursuant to this subsection (k) ceases to be a Director for any
     reason other than removal by the stockholders of the Company of such
     Director for cause, such Award, to the extent then or thereafter vested,
     shall be exercisable for a period of five years from the date of such
     cessation of Board service or until the end of the stated term of the Award
     if earlier by the person to whom the Award was granted or, in the event of
     his or her death, by his or her legal representative or legatee; provided,
     that if the former Director dies within the last year of such five-year
     period while holding the Award and before the Award has been exercised or
     has expired, the Award shall remain exercisable for a period of one year
     following death (or until the end of the stated term of the Award, if
     earlier).

     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.


                                      -6-



     (l) [Reserved]

     (m) SARs; Discretionary Payments.

     (i)  An SAR is an award entitling the recipient to receive an amount in
          cash or shares of Stock (or in any other form of payment acceptable to
          the Committee) or a combination thereof having a value determined by
          reference to the excess of the Fair Market Value of a share of Stock
          on the date of exercise over the Fair Market Value of a share of Stock
          on the date of grant (or over the option exercise price, if the SAR
          was granted in tandem with a Stock Option). The Committee shall
          determine all terms of SARs granted under the Plan. SARs may be
          granted in tandem with, or independently of, any Stock Option granted
          under the Plan. Any SAR granted in tandem with ISOs shall comply with
          the ISO rules relating to tandem SARs.

     (ii) If the market price of the shares subject to a Stock Option exceeds
          the exercise price of such Stock Option at the time of its exercise,
          the Committee may, in its discretion, upon the written request of the
          person exercising the option (which request shall not be binding on
          the Committee), cancel such Stock Option, whereupon the Company shall
          pay to the person exercising such Stock Option an amount equal to the
          difference between the Fair Market Value of the Stock to have been
          purchased pursuant to such exercise of such Stock Option (determined
          on the date the Stock Option is canceled) and the aggregate
          consideration to have been paid by such person upon such exercise.
          Such payment shall be by check, bank draft or in Stock (or in another
          form of payment acceptable both to the Committee and the person
          exercising the option) having a Fair Market Value (determined on the
          date the payment is to be made) equal to the amount of such payments
          or any combination thereof, as determined by the Committee.

SECTION 7. OTHER STOCK-BASED AWARDS.

     (a) Nature of Stock Awards. Awards under this Section 7 include Awards
other than Stock Options or SARs that entitle the recipient to acquire for a
purchase price (which may be zero) shares of Stock subject to restrictions under
the Plan (including a right on the part of the Company during a specified period
to repurchase such shares at their original purchase price, or to require
forfeiture if the purchase price was zero, upon the participant's termination of
employment) determined by the Committee ("Restricted Stock"); Awards that
entitle the recipient to acquire for a purchase price (which may be zero) shares
of Stock not subject to any such restrictions; Awards that entitle the
recipient, with or without payment, to the future delivery of shares of Stock,
subject to such conditions and restrictions as may be determined by the
Committee; and other Awards under which Stock may be acquired or which are
otherwise based on the value of Stock.

     (b) Rights as a Shareholder. A participant shall have all the rights of a
shareholder, including voting and dividend rights, (i) only as to shares of
Stock received by the participant under an Other Stock-based Award, and (ii) in
any case, subject to such nontransferability


                                      -7-



restrictions, Company repurchase or forfeiture rights, and other conditions as
are made applicable to the Award. Unless the Committee shall otherwise
determine, certificates evidencing shares of Restricted Stock shall remain in
the possession of the Company until such shares are free of any restrictions
under the Plan.

     (c) Restrictions. The Committee may determine the conditions under which an
Other Stock-based Award, or Stock acquired under an Other Stock-based Award,
shall be forfeited, and may at any time accelerate, waive or, subject to Section
10, amend any or all of such limitations or conditions. Each Award of shares of
Restricted Stock shall specify the terms on which such shares shall vest (become
free of restrictions under the Plan), which may include, without limitation,
terms that provide for vesting on a specified date or dates, vesting based on
the satisfaction of specified performance conditions, and accelerated vesting in
the event of termination of employment under specified circumstances.
Notwithstanding the foregoing, no grants of Full Value Awards, other than grants
made in connection with a participant's commencement of employment with the
Company or any Subsidiary, shall specify a vesting date which is less than three
years from the date of grant except as follows: (i) the vesting date may be one
year (or a greater period) from the date of grant in the case of a Full Value
Award subject to the attainment of performance goals, (ii) Full Value Awards may
be granted which specify full vesting in no less than three years and partial
vesting at a rate no faster than one-third of such shares each year, (iii) Full
Value Awards may provide for accelerated vesting in the event of death,
disability, retirement or a Change of Control, and (iv) Full Value Awards may be
granted without regard to the foregoing limitations provided that the maximum
number of shares subject to such Awards granted after the Adoption Date, when no
longer subject to restrictions under the Plan, do not exceed 3,000,000 shares.

     Except as otherwise determined by the Committee, (A) neither any Other
Stock-based Award nor any unvested Restricted Stock acquired under an Other
Stock-based Award may be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as specifically provided herein, and (B) in the
event of termination of employment with the Company and its Subsidiaries for any
reason, any shares of Restricted Stock that are not then vested (taking into
account any accelerated vesting applicable to such shares under the terms of the
Award or otherwise) shall be resold to the Company at their purchase price or
forfeited to the Company if the purchase price was zero. The Committee at any
time may accelerate the vesting date or dates for an Other Stock-based Award or
for Restricted Stock, if any, granted thereunder and may otherwise waive or,
subject to Section 10, amend any conditions of the Award.

     (d) Waiver, Deferral and Reinvestment of Dividends; Dividend Equivalents.
An Other Stock-based Award may require or permit the immediate payment, waiver,
deferral or investment of dividends paid on Stock delivered under the Award and
in the case of Stock subject to such an Award but not yet delivered under the
Award may provide for the payment, deferral or investment of amounts determined
by reference to dividends that would have been payable on such Stock had it been
outstanding.

     (e) Annual Deferred Stock Awards, Additional Deferred Stock Awards and
Dividend Awards for Eligible Directors.


                                      -8-



     (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 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


                                      -9-



          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 (i) plus (ii), divided by (iii), where:

          (i)  is the product obtained by multiplying the number of shares then
               allocated to such Eligible Director's Account (disregarding, for
               purposes of this clause (i), any shares credited to such Account
               since the date of the immediately preceding Annual Meeting) by
               the aggregate per-share amount of dividends for which the record
               date occurred since the date of the immediately preceding Annual
               Meeting;

          (ii) is the product obtained by multiplying the number of shares first
               credited to such Eligible Director's Account since the date of
               the immediately preceding Annual Meeting but prior to the date of
               such Dividend Award by the aggregate per-share amount of
               dividends for which the record date occurred since the date that
               such shares were credited to such Account; and

          (iii) is the Fair Market Value of one share of Stock on the date of
               such Dividend Award.

     (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 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,


                                      -10-



          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.

SECTION 8. PERFORMANCE AWARDS.

     (a) Nature of Performance Awards. A Performance Award is an award entitling
the recipient to acquire cash or shares of Stock, or a combination of cash and
Stock, upon the attainment of specified performance goals. If the grant,
vesting, or exercisability of a Stock Option or Other Stock-Based Award is
conditioned upon attainment of a specified performance goal or goals, it shall
be treated as a Performance Award for purposes of this Section and shall be


                                      -11-



subject to the provisions of this Section in addition to the provisions of the
Plan applicable to such form of Award.

     (b) Qualifying and Nonqualifying Performance Awards. Performance Awards may
include Awards intended to qualify for the performance-based compensation
exception under Section 162(m)(4)(C) of the Code ("Qualifying Awards") and
Awards not intended so to qualify ("Nonqualifying Awards").

     (c) Terms of Performance Awards. The Committee in its sole discretion shall
determine the performance goals applicable under each such Award, the periods
during which performance is to be measured, and all other limitations and
conditions applicable to the Award. Performance Awards may be granted
independently or in connection with the granting of other Awards. In the case of
a Qualifying Award (other than a Stock Option), the following special rules
shall apply: (i) the Committee shall preestablish the performance goals and
other material terms of the Award not later than the latest date permitted under
Section 162(m) of the Code; (ii) the performance goal or goals fixed by the
Committee in connection with the Award shall be based exclusively on one or more
Approved Performance Criteria; (iii) no payment (including, for this purpose,
vesting or exercisability where vesting or exercisability, rather than the grant
of the award, is linked to satisfaction of performance goals) shall be made
unless the preestablished performance goals have been satisfied and the
Committee has certified (pursuant to Section 162(m) of the Code) that they have
been satisfied; (iv) no payment shall be made in lieu or in substitution for the
Award if the preestablished performance goals are not satisfied (but this clause
shall not limit the ability of the Committee or the Company to provide other
remuneration to the affected participant, whether or not under the Plan, so long
as the payment of such remuneration would not cause the Award to fail to be
treated as having been contingent on the preestablished performance goals) and
(v) in all other respects the Award shall be construed and administered
consistent with the intent that any compensation under the Award be treated as
performance-based compensation under Section 162(m)(4)(C) of the Code.

     (d) Rights as a Shareholder. A participant receiving a Performance Award
will have rights of a shareholder only as to shares actually received by the
participant under the Plan and not with respect to shares subject to the Award
but not received by the participant. A participant shall be entitled to receive
a stock certificate evidencing the acquisition of shares of Stock under a
Performance Award (to the extent the Award provides for the delivery of shares
of Stock) only upon satisfaction of all conditions therefor specified in the
Performance Award agreement.

     (e) Termination. Except as may otherwise be provided by the Committee
(consistent with Section 162(m), in the case of a Qualifying Award), a
participant's rights in all Performance Awards shall automatically terminate
upon the participant's termination of employment by the Company and its
Subsidiaries for any reason (including death).

     (f) Acceleration, Waiver, etc.. The Committee may in its sole discretion
(but subject to Section 162(m), in the case of a Qualifying Award) accelerate,
waive or, subject to Section 10, amend any or all of the goals, restrictions or
conditions imposed under any Performance Award.


                                      -12-



SECTION 9. TRANSFER, LEAVE OF ABSENCE.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:

     (a)  a transfer to the employment of the Company from a Subsidiary or from
          the Company to a Subsidiary, or from one Subsidiary to another;

     (b)  an approved leave of absence for military service or sickness, or for
          any other purpose approved by the Company, but in each case only if
          the employee's right to reemployment is guaranteed either by a statute
          or by contract or under the policy pursuant to which the leave of
          absence was granted or if the Committee otherwise so provides in
          writing.

For purposes of the Plan, the employees of a Subsidiary of the Company shall be
deemed to have terminated their employment on the date on which such Subsidiary
ceases to be a Subsidiary of the Company. Subject to the foregoing, an
individual's employment with the Company and its Subsidiaries shall be
considered to have terminated on the last day of his or her actual employment,
whether such day is determined by agreement between the Company or a Subsidiary
and the individual or unilaterally, and whether such termination is with or
without notice, and no period of advance notice, if any, that is or ought to
have been given under applicable law in respect of such termination of
employment shall be taken into account in determining the individual's
entitlements, if any, under the Plan or any Award.

SECTION 10. AMENDMENTS AND TERMINATION.

     The Board may at any time amend or discontinue the Plan and the Committee
may at any time amend or cancel any outstanding Award for the purpose of
satisfying changes in law or for any other lawful purpose, but no such action
shall adversely affect rights under any outstanding Award without the holder's
consent. However, no such amendment shall be effective unless approved by
stockholders if it would (i) reduce the exercise price of any option previously
granted hereunder or otherwise constitute a repricing requiring stockholder
approval under applicable New York Stock Exchange rules, or (ii) effect a change
which, in the determination of the Committee, would jeopardize the qualification
of an Award that the Committee has determined is intended to qualify (and to
continue to qualify) as an ISO or as exempt performance-based compensation under
Section 162(m) of the Code. Notwithstanding any provision of this Plan, the
Board or the Committee may at any time adopt any subplan or otherwise grant
Stock Options or other Awards under this Plan having terms consistent with
applicable foreign tax or other foreign regulatory requirements or laws.

SECTION 11. STATUS OF PLAN.

     With respect to the portion of any Award which has not been exercised and
any payments in cash, stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion,


                                      -13-



the Committee may authorize the creation of trusts or other arrangements to meet
the Company's obligations to deliver Stock or make payments with respect to
awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the provision of the foregoing sentence.

SECTION 12. CHANGE OF CONTROL PROVISIONS.

     As used herein, a Change of Control and related definitions shall have the
meanings set forth in Exhibit A to this Plan.

     Upon the occurrence of a Change of Control:

     (i)  Each Stock Option shall automatically become fully exercisable unless
          the Committee shall otherwise expressly provide at the time of grant.

     (ii) Restrictions and conditions on Other Stock-based Awards (including
          without limitation Restricted Stock) and Performance Awards shall
          automatically be deemed waived unless the Committee shall otherwise
          expressly provide at the time of grant.

The Committee may at any time prior to or after a Change of Control accelerate
the exercisability of any Stock Options and may waive restrictions, limitations
and conditions on Other Stock-based Awards (including without limitation
Restricted Stock) and Performance Awards to the extent it shall in its sole
discretion determine.

SECTION 13. GENERAL PROVISIONS.

     (a) No Distribution; Compliance with Legal Requirements, etc. The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof. No shares of Stock shall be issued
pursuant to an Award until all applicable securities law and other legal and
stock exchange requirements have been satisfied. The Committee may require the
placing of such stop-orders and restrictive legends on certificates for Stock
and Awards as it deems appropriate.

     (b) References to Employment. Wherever reference is made herein to
"employee," "employment" (or correlative terms), except in Section 4, the term
shall be deemed to include both common law employees and others.

     (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board of Directors from adopting other
or additional compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases. The adoption of the Plan does not confer
upon any employee any right to continued employment with the Company or a
Subsidiary, nor does it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any time.


                                      -14-



     (d) Tax Withholding, etc. Each participant shall, no later than the date as
of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any Federal, state, or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant. The Company may withhold or otherwise administer the Plan to comply
with tax obligations under any applicable foreign laws.

     The Committee may provide, in respect of any transfer of Stock under an
Award, that if and to the extent withholding of any Federal, state or local tax
is required in respect of such transfer or vesting, the participant may elect,
at such time and in such manner as the Committee shall prescribe, to (i)
surrender to the Company Stock not then subject to restrictions under any
Company plan or (ii) have the Company hold back from the transfer or vesting
Stock having a value calculated to satisfy such withholding obligation. In no
event shall Stock be surrendered under clause (i) or held back by the Company
under clause (ii) in excess of the minimum amount required to be withheld for
Federal, state and local taxes.

     (e) Deferral of Awards. Participants may elect to defer receipt of Awards
or vesting of Awards only in such cases and to the extent that the Committee
shall determine at or after the grant date.

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


                                      -15-



     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.

          (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.


                                      -16-



          (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.

          (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.


                                      -17-



          (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."

                                                                       EXHIBIT A

                        DEFINITION OF "CHANGE OF CONTROL"

     "Change of Control" shall mean the occurrence of any one of the following
events:

          (a) there occurs a change of control of the Company of a nature that
     would be required to be reported in response to Item 1(a) of the Current
     Report on Form 8-K pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 (the "Exchange Act") or in any other filing under the
     Exchange Act; provided, however, that if the Participant or a Participant
     Related Party is the Person or a member of a group constituting the Person
     acquiring control, a transaction shall not be deemed to be a Change of
     Control as to a Participant unless the Committee shall otherwise determine
     prior to such occurrence; or

          (b) any Person other than the Company, any wholly-owned subsidiary of
     the Company, or any employee benefit plan of the Company or such a
     subsidiary becomes the owner of 20% or more of the Company's Common Stock
     and thereafter individuals who were not directors of the Company prior to
     the date such Person became a 20% owner are elected as directors pursuant
     to an arrangement or understanding with, or upon the request of or
     nomination by, such Person and constitute at least 1/4 of the Company's
     Board of Directors; provided, however, that unless the Committee shall
     otherwise determine prior to the acquisition of such 20% ownership, such
     acquisition of ownership shall not constitute a Change of Control as to a
     Participant if the Participant or a Participant Related Party is the Person
     or a member of a group constituting the Person acquiring such ownership; or

          (c) there occurs any solicitation or series of solicitations of
     proxies by or on behalf of any Person other than the Company's Board of
     Directors and thereafter individuals who were not directors of the Company
     prior to the commencement of such solicitation or series of solicitations
     are elected as directors pursuant to an arrangement or understanding with,
     or upon the request of or nomination by, such Person and constitute at
     least 1/4 of the Company's Board of Directors; or


                                      -18-



          (d) the Company executes an agreement of acquisition, merger or
     consolidation which contemplates that (i) after the effective date provided
     for in such agreement, all or substantially all of the business and/or
     assets of the Company shall be owned, leased or otherwise controlled by
     another Person and (ii) individuals who are directors of the Company when
     such agreement is executed shall not constitute a majority of the board of
     directors of the survivor or successor entity immediately after the
     effective date provided for in such agreement; provided, however, that
     unless otherwise determined by the Committee, no transaction shall
     constitute a Change of Control as to a Participant if, immediately after
     such transaction, the Participant or any Participant Related Party shall
     own equity securities of any surviving corporation ("Surviving Entity")
     having a fair value as a percentage of the fair value of the equity
     securities of such Surviving Entity greater than 125% of the fair value of
     the equity securities of the Company owned by the Participant and any
     Participant Related Party immediately prior to such transaction, expressed
     as a percentage of the fair value of all equity securities of the Company
     immediately prior to such transaction (for purposes of this paragraph
     ownership of equity securities shall be determined in the same manner as
     ownership of Common Stock); and provided, further, that, for purposes of
     this paragraph (d), if such agreement requires as a condition precedent
     approval by the Company's shareholders of the agreement or transaction, a
     Change of Control shall not be deemed to have taken place unless and until
     such approval is secured (but upon any such approval, a Change of Control
     shall be deemed to have occurred on the date of execution of such
     agreement).

     In addition, for purposes of this Exhibit A the following terms have the
meanings set forth below:

     "Common Stock" shall mean the then outstanding Common Stock of the Company
plus, for purposes of determining the stock ownership of any Person, the number
of unissued shares of Common Stock which such Person has the right to acquire
(whether such right is exercisable immediately or only after the passage of
time) upon the exercise of conversion rights, exchange rights, warrants or
options or otherwise. Notwithstanding the foregoing, the term Common Stock shall
not include shares of Preferred Stock or convertible debt or options or warrants
to acquire shares of Common Stock (including any shares of Common Stock issued
or issuable upon the conversion or exercise thereof) to the extent that the
Board of Directors of the Company shall expressly so determine in any future
transaction or transactions.

     A Person shall be deemed to be the "owner" of any Common Stock:

          (i) of which such Person would be the "beneficial owner," as such term
     is defined in Rule 13d-3 promulgated by the Securities and Exchange
     Commission (the "Commission") under the Exchange Act, as in effect on March
     1, 1989; or

          (ii) of which such Person would be the "beneficial owner" for purposes
     of Section 16 of the Exchange Act and the rules of the Commission
     promulgated thereunder, as in effect on March 1, 1989; or


                                      -19-



          (iii) which such Person or any of its affiliates or associates (as
     such terms are defined in Rule 12b-2 promulgated by the Commission under
     the Exchange Act, as in effect on March 1, 1989) has the right to acquire
     (whether such right is exercisable immediately or only after the passage of
     time) pursuant to any agreement, arrangement or understanding or upon the
     exercise of conversion rights, exchange rights, warrants or options or
     otherwise.

     "Person" shall have the meaning used in Section 13(d) of the Exchange Act,
as in effect on March 1, 1989.

     A "Participant Related Party" shall mean, with respect to a Participant,
any affiliate or associate of the Participant other than the Company or a
Subsidiary of the Company. The terms "affiliate" and "associate" shall have the
meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term
"registrant" in the definition of "associate" meaning, in this case, the
Company).

     "Participant" means a participant in the Plan.


                                      -20-