Exhibit 10.2


                             THE TJX COMPANIES, INC.
                     NON-QUALIFIED STOCK OPTION CERTIFICATE
                       GRANTED UNDER STOCK INCENTIVE PLAN


                                   SERIES [  ]


This certificate evidences a non-qualified stock option to purchase shares of
Common Stock, $1.00 par value, of The TJX Companies, Inc. (the "Company")
granted to the optionee named below under the Company's Stock Incentive Plan
(the "Plan"). This option is subject to the terms and conditions of the Plan,
the provisions of which, as from time to time amended, are incorporated in this
certificate by reference. Terms defined in the Plan are used in this certificate
as so defined.


   1.  OPTIONEE:


   2.  NUMBER OF SHARES OF
       COMMON STOCK OF THE
       COMPANY SUBJECT
       TO THIS OPTION:

   3.  DATE OF GRANT:


   4.  EXPIRATION DATE:

   5.  OPTION PRICE:     per share, payable by (i) certified or bank check, (ii)
       through a broker-assisted exercise as described in the plan, or (iii)
       shares of Common Stock of the Company not then subject to restrictions
       under any Company plan (which shares, if acquired directly from the
       Company, must have been held for at least six months), or a combination
       of (i), (ii) and (iii).

   6.  EXERCISE OF OPTION: This option shall become exercisable in annual
       installments as specified below:




                               RECORD OF EXERCISE
                        (TO BE COMPLETED BY THE COMPANY)




   NUMBER OF SHARES
PURCHASED UNDER OPTION          DATE OF EXERCISE              OFFICIAL SIGNATURE
----------------------          ----------------              ------------------
                                                        


       This option may be exercised to the extent it has become exercisable in
       full at any time prior to the Expiration Date or in part from time to
       time prior to the Expiration Date.

   7.  TERMINATION OF EMPLOYMENT: In the event of the termination of employment
       of the optionee or in the event of the designation of the optionee as an
       inactive employee by reason of Disability, this option may thereafter be
       exercised during the following applicable period (or until the Expiration
       Date, if earlier) but only to the extent it was exercisable at the
       earlier of such termination or designation (except as otherwise indicated
       below):



       Reason for Termination or Designation      Subsequent Period for Exercise
       -------------------------------------      ------------------------------
                                               





   8.  PARTIAL ACCELERATION OF EXERCISABILITY UPON DEATH AND DISABILITY: Subject
       to Paragraph 7 above, in the event of the termination of employment due
       to the death or Disability of the optionee, or in the event of the
       designation of the optionee as an inactive employee by reason of
       Disability, this option shall be exercisable as to the number of shares
       for which it could have been exercised immediately prior to such
       termination or designation or, if greater, (i) the total number of shares
       subject to this option multiplied by a fraction the numerator of which
       shall be the number of days between the grant of this option and such
       termination or designation and the denominator of which shall be the
       number of days between the grant of this option and the date upon which
       this option, by its terms, would have become fully exercisable, minus
       (ii) the number of shares, if any, previously purchased under this
       option, provided, however, that no shares may be purchased under this
       option in the event that such termination or designation occurs within
       three months after the grant of this option.

   9.  LIMITED TRANSFERABILITY: This option may not be transferred by the
       optionee other than by will or by the laws of descent and distribution,
       and is exercisable during the optionee's lifetime only by the optionee.

   10. WITHHOLDING: No shares will be delivered pursuant to the exercise of this
       option unless and until the person exercising the option has paid to the
       Company any taxes required to be withheld by the Company as a consequence
       of such exercise, or otherwise provided to the Company's satisfaction for
       the payment of such taxes.

                                          THE TJX COMPANIES, INC.



                                          BY:
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