EXHIBIT 99
EXHIBIT INDEX
(3i) Articles of Incorporation.
(a) Second Restated Certificate of Incorporation filed
June 5, 1985, is filed herewith.
(b) Certificate of Amendment of Second Restated
Certificate of Incorporation filed June 3, 1986, is
filed herewith.
(c) Certificate of Amendment of Second Restated
Certificate of Incorporation filed June 2, 1987, is
filed herewith.
(d) Certificate of Amendment of Second Restated
Certificate of Incorporation filed June 20, 1989, is
filed herewith.
(e) Certificate of Designations, Preferences and Rights
of New Series A Cumulative Convertible Preferred
Stock of the Company is filed herewith.
(f) Certificate of Designations, Preferences and Rights
of $3.125 Series C Cumulative Convertible Preferred
Stock of the Company is filed herewith.
(3ii) By-laws.
(a) The by-laws of the Company, as amended, are filed
herewith.
(4) Instruments defining the rights of security holders,
including indentures.
(a) Common and Preferred Stock: See the Second Restated
Certificate of Incorporation, as amended (Exhibit
(3i)(a)-(f) hereto).
(b) A composite copy of the Share Purchase Agreements
dated as of April 15, 1992 regarding Series A
Cumulative Convertible Preferred Stock is
incorporated by reference to Exhibit 4(c) to the
Form 10-K filed for the fiscal year ended January
25, 1992.
(c) Exchange Agreement dated as of August 6, 1992
between the Company and the holders of New Series A
Cumulative Convertible Preferred Stock is
incorporated by reference to Exhibit 19.1 to the
Form 10-Q filed for the quarter ended July 25, 1992.
Each other instrument relates to securities the
total amount of which does not exceed 10% of the total
assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish to the
Securities and Exchange Commission copies of each such
instrument not otherwise filed herewith or incorporated
herein by reference.
(10) Material Contracts.
(a) The Amended and Restated Employment Agreement dated
as of April 26, 1988 with Stanley Feldberg is
incorporated herein by reference to Exhibit 10(a) to
the Form 10-K filed for the fiscal year ended
January 30, 1988. The First Amendment to the 1988
Amended and Restated Employment Agreement of Stanley
Feldberg dated June 8, 1993 is incorporated herein
by reference to Exhibit 10(a) to the Form 10-K filed
for the fiscal year ended January 29, 1994. *
(b) The Amended and Restated Employment Agreement dated
as of June 1, 1989 with Sumner L. Feldberg is
incorporated herein by reference to Exhibit 10(b) to
the Form 10-K filed for the fiscal year ended
January 27, 1990. The First Amendment dated as of
December 9, 1992 to Sumner L. Feldberg's Amended and
Restated Employment Agreement is incorporated herein
by reference to Exhibit 10(b) to the Form 10-K for
the fiscal year ended January 30, 1993. *
(c) The Employment Agreement dated as of June 1, 1989
with Arthur F. Loewy is incorporated herein by
reference to Exhibit 10(c) to the Form 10-K filed
for the fiscal year ended January 27, 1990. The
Amendment dated as of January 26, 1991 to Arthur F.
Loewy's Employment Agreement is incorporated herein
by reference to Exhibit 10(c) to the Form 10-K filed
for the fiscal year ended January 26, 1991.
Amendment No. 2 dated as of January 25, 1992 to
Arthur F. Loewy's Employment Agreement is
incorporated herein by reference to Exhibit 10(c) to
the Form 10-K filed for the fiscal year ended
January 25, 1992. Amendment No. 3 dated as of
January 30, 1993 to Arthur F. Loewy's Employment
Agreement is incorporated herein by reference to
Exhibit 10(c) to the Form 10-K filed for the fiscal
year ended January 30, 1993. Amendment No. 4, dated
as of January 29, 1994, to Arthur F. Loewy's
Employment Agreement is incorporated herein by
reference to Exhibit 10(c) to the Form 10-K filed
for the fiscal year ended January 29, 1994. *
(d) The Employment Agreement dated as of January 30,
1994 with Bernard Cammarata is filed herewith.*
(e) The Amended and Restated Employment Agreement dated
as of February 1, 1995 with Richard Lesser is filed
herewith.*
(f) The Amended and Restated Employment Agreement dated
as of February 1, 1995 with Donald G. Campbell is
filed herewith.*
(g) The Management Incentive Plan, as amended, is
incorporated herein by reference to Exhibit 10(g) to
the Form 10-K filed for the fiscal year ended
January 29, 1994. *
(h) The 1982 Long Range Management Incentive Plan, as
amended, is incorporated herein by reference to
Exhibit 10(h) to the Form 10-K filed for the fiscal
year ended January 29, 1994. *
(i) The 1986 Stock Incentive Plan, as amended, is
incorporated herein by reference to Exhibit 10(i) to
the Form 10-K filed for the fiscal year ended
January 29, 1994. *
(j) The TJX Companies, Inc. Long Range Performance
Incentive Plan, as amended, is incorporated herein
by reference to Exhibit 10(j) to the Form 10-K filed
for the fiscal year ended January 29, 1994. *
(k) The General Deferred Compensation Plan, as amended,
is incorporated herein by reference to Exhibit 10(n)
to the Form 10-K filed for the fiscal year ended
January 27, 1990. *
(l) The Supplemental Executive Retirement Plan, as
amended, is incorporated herein by reference to
Exhibit 10(l) to the Form 10-K filed for the fiscal
year ended January 25, 1992. *
(m) The 1993 Stock Option Plan for Non-Employee
Directors is incorporated herein by reference to
Exhibit 10.1 to the Form 10-Q filed for the quarter
ended May 1, 1993. *
(n) The Retirement Plan for Directors, as amended, is
incorporated herein by reference to Exhibit 10.2 to
the Form 10-Q filed for the quarter ended May 1,
1993. *
(o) The form of Indemnification Agreement between the
Company and each of its officers and directors is
incorporated herein by reference to Exhibit 10(r) to
the Form 10-K filed for the fiscal year ended
January 27, 1990. *
(p) The Trust Agreement dated as of April 8, 1988
between the Company and State Street Bank and Trust
Company is incorporated herein by reference to
Exhibit 10(y) to the Form 10-K filed for the fiscal
year ended January 30, 1988. *
(q) The Trust Agreement dated as of April 8, 1988
between the Company and Shawmut Bank of Boston, N.A.
is incorporated herein by reference to Exhibit 10(z)
to the Form 10-K filed for the fiscal year ended
January 30, 1988. *
(r) The Distribution Agreement dated as of May 1, 1989
between the Company and Waban Inc. is incorporated
herein by reference to Exhibit 3 to the Company's
Current Report on Form 8-K dated June 21, 1989.
(s) The Services Agreement between the Company and Waban
Inc. dated as of May 1, 1989 is incorporated herein
by reference to Exhibit 4 to the Company's Current
Report on Form 8-K dated June 21, 1989.
Correspondence related to the Services Agreement is
incorporated herein by reference to Exhibit 10(dd)
to the Form 10-K filed for fiscal year ended January
27, 1990. Correspondence related to the Services
Agreement is incorporated herein by reference to
Exhibit 10(z) to the Form 10-K filed for fiscal year
ended January 26, 1991. Correspondence related to
the Services Agreement is incorporated herein by
reference to Exhibit 10(x) to the Form 10-K filed
for the fiscal year ended January 25, 1992.
Correspondence related to the Services Agreement is
incorporated herein by reference to Exhibit 10(s) to
the Form 10-K filed for fiscal year ended January
30, 1993. Correspondence related to the Services
Agreement is incorporated herein by reference to
Exhibit 10(s) to the Form 10-K filed for the fiscal
year ended January 30, 1994.
(t) The Agreement between the Company and Waban Inc.
related to computer services dated as of January 29,
1995 is filed herewith.
(u) The Executive Services Agreement between the Company
and Waban Inc. dated as of June 1, 1989, with
respect to the services of Sumner L. Feldberg is
incorporated herein by reference to Exhibit 10(ff)
to the Form 10-K filed for the fiscal year ended
January 27, 1990.
(v) The Executive Services Agreement between the Company
and Waban Inc. dated as of June 1, 1989, with
respect to the services of Arthur F. Loewy is
incorporated herein by reference to Exhibit 10(gg)
to the Form 10-K filed for the fiscal year ended
January 27, 1990. Amendment dated as of January 26,
1991 to Executive Services Agreement between the
Company and Waban Inc. with respect to the services
of Arthur F. Loewy is incorporated herein by
reference to Exhibit 10(cc) to Form 10-K filed for
the fiscal year ended January 26, 1991. Amendment
No. 2 dated as of January 25, 1992 to Executive
Services Agreement between the Company and Waban
Inc. with respect to the services of Arthur F. Loewy
is incorporated herein by reference to Exhibit
10(aa) to the Form 10-K filed for the fiscal year
ended January 25, 1992. Amendment No. 3 dated as of
January 30, 1993 to Executive Services Agreement
between the Company and Waban Inc. with respect to
the services of Arthur F. Loewy is incorporated
herein by reference to Exhibit 10(u) to Form 10-K
filed for the fiscal year ended January 30, 1993.
Amendment No. 4 dated as of January 29, 1994 to
Executive Services Agreement between the Company and
Waban Inc. with respect to the services of Arthur F.
Loewy is incorporated herein by reference to Exhibit
10(u) to the Form 10-K filed for the fiscal year
ended January 29, 1994.
(w) The Agreement dated as of July 5, 1989 between the
Company and Waban Inc. is incorporated herein by
reference to Exhibit 10(hh)
to the Form 10-K filed for the fiscal year ended
January 27, 1990.
(11) Statement re computation of per share earnings.
This statement is filed herewith.
(13) Annual Report to security holders.
Portions of the Annual Report to Stockholders for the
fiscal year ended January 28, 1995 are filed herewith.
(21) Subsidiaries.
A list of the Registrant's subsidiaries is filed
herewith.
(23) Consents of experts and counsel.
The Consent of Coopers & Lybrand is contained on Page F-2
of the Financial Statements filed herewith.
(24) Power of Attorney.
The Power of Attorney given by the Directors and certain
Executive Officers of the Company is filed herewith.
* Management contract or compensatory plan or arrangement.