Exhibit 10.3


                             THE TJX COMPANIES, INC.
                    PERFORMANCE-BASED RESTRICTED STOCK AWARD
                       GRANTED UNDER STOCK INCENTIVE PLAN


                                   SERIES [  ]


This certificate evidences an award of performance-based restricted shares
("Restricted Stock") of Common Stock, $1.00 par value, of The TJX Companies,
Inc. (the "Company") granted to the grantee named below ("Grantee") under the
Company's Stock Incentive Plan (the "Plan"). This grant is subject to the terms
and conditions of the Plan, the provisions of which, as from time to time
amended, are incorporated by reference in this certificate. Terms defined in the
Plan are used in this certificate as so defined.


   1.  GRANTEE:


   2.  NUMBER OF SHARES OF RESTRICTED STOCK:



   3.  DATE OF GRANT:


   4.  PERFORMANCE VESTING CRITERIA:






                                          -  In the event that any shares with
                                             respect to a period do not vest as
                                             provided above, such shares shall
                                             immediately and automatically be
                                             forfeited.

   5.  CHANGE OF CONTROL. Upon the occurrence of a Change of Control, all shares
       of Restricted Stock shall immediately and automatically vest.

   6.  TERMINATION OF EMPLOYMENT: In the event of the termination of employment
       of the Grantee with the Company or any of its subsidiaries for any
       reason, all shares of Restricted Stock not then vested shall immediately
       and automatically be forfeited, except as follows:



       Event                              Vesting
       -----                              -------
                                       





   7.  DIVIDENDS: Grantee shall be entitled to receive regular cash dividends,
       if any, paid on, and to vote, shares of Restricted Stock held by Grantee
       on the record date. Any dividend or distribution (other than any regular
       cash dividend) distributed with respect to a share of Restricted Stock,
       and any share of stock or other security of the Company or any other
       entity, or other property, into which a share of Restricted Stock is
       converted or for which it is exchanged, (each share of Restricted Stock
       with respect to which any such dividend or distribution is made or which
       is so converted or exchanged, an "associated share"), including without
       limitation a distribution of stock by reason of a stock dividend, stock
       split or otherwise with respect to an associated share, or a distribution
       of other

       securities with respect to an associated share, shall be subject to the
       restrictions provided in this certificate in the same manner and for so
       long as the associated share remains or would have remained subject to
       such restrictions, and shall be forfeited if and when the associated
       share is so forfeited or would have been so forfeited. The Committee may
       require that any cash distribution with respect to an associated share
       other than a regular cash dividend, or any cash amount into which an
       associated share is converted or for which it is exchanged, be placed in
       escrow or otherwise made subject to such restrictions as the Committee
       deems appropriate. References to the shares of Restricted Stock in this
       certificate shall include any such restricted shares, securities,
       property or other amounts.

   8.  NO TRANSFERS; RESTRICTIVE LEGEND: Grantee shall not sell, assign, pledge,
       margin, give, transfer, hypothecate or otherwise dispose of any shares of
       Restricted Stock or any interest therein. Certificates representing
       shares of Restricted Stock will bear a restrictive legend to such effect,
       and stop orders will be entered with the Company's transfer agent.

   9.  TRANSFER UPON FORFEITURE: By acceptance of this grant, Grantee appoints
       the Company as attorney-in-fact of Grantee to take such actions as the
       Company determines necessary or appropriate to effectuate a transfer to
       the Company of the record ownership of any shares that are forfeited and
       agrees to sign such stock powers and take such other actions as the
       Company may reasonably request to accomplish the transfer or forfeiture
       of any forfeited shares.

   10. WITHHOLDING: Grantee shall, no later than the date as of which any shares
       of Restricted Stock first become includable in the gross income of
       Grantee 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.

   11. SECTION 83(B): Grantee should confer promptly with a professional tax
       advisor to consider whether or not to make a so-called "83(b) election"
       with respect to the Restricted Stock. Any such election, to be effective,
       must be made in accordance with applicable regulations and no later than
       (30) days following the date of grant. The Company makes no
       recommendation with respect to the advisability of making such an
       election.


                                          THE TJX COMPANIES, INC.



                                          BY:
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