CHADWICKS OF BOSTON LTD, S-1/A, 1996-07-15

CHADWICKS OF BOSTON LTD
S-1/A, 1996-07-15
CATALOG & MAIL-ORDER HOUSES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1996

REGISTRATION NO. 333-4427
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

CHADWICK'S OF BOSTON, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 5961 06-1458458
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

35 UNITED DRIVE
WEST BRIDGEWATER, MASSACHUSETTS 02379
508-583-8110
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)

------------------------

DHANANJAYA K. RAO, PRESIDENT AND CHIEF EXECUTIVE OFFICER
CHADWICK'S OF BOSTON, LTD.
35 UNITED DRIVE
WEST BRIDGEWATER, MASSACHUSETTS 02379
508-583-8110
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

------------------------

COPIES TO:

<TABLE>
<S> <C> <C>
CONSTANTINE ALEXANDER ARTHUR G. SILER ALLAN G. SPERLING
NUTTER, MCCLENNEN & FISH, LLP ROPES & GRAY CLEARY, GOTTLIEB, STEEN & HAMILTON
ONE INTERNATIONAL PLACE ONE INTERNATIONAL PLACE ONE LIBERTY PLAZA
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110 NEW YORK, NEW YORK 10006
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ________

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2

CHADWICK'S OF BOSTON, LTD.

------------------------

<TABLE>
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K
SHOWING THE LOCATION IN THE PROSPECTUS
OF THE INFORMATION REQUIRED BY PART I OF FORM S-1

<CAPTION>
REGISTRATION STATEMENT ITEM NUMBER AND CAPTION LOCATION OR CAPTION IN PROSPECTUS
- ------------------------------------------------- --------------------------------------------
<S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus..... Outside Front Cover Page of the Registration
Statement; Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus................................. Inside Front and Outside Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............... Prospectus Summary; Risk Factors; The
Company
4. Use of Proceeds............................. Use of Proceeds
5. Determination of Offering Price............. Outside Front Cover Page of Prospectus;
Underwriting
6. Dilution.................................... *
7. Selling Security Holders.................... Relationship with TJX; Ownership of
Securities
8. Plan of Distribution........................ Outside Front Cover Page of Prospectus;
Underwriting
9. Description of Securities to be
Registered................................. Outside Front Cover Page of Prospectus;
Prospectus Summary; Dividend Policy;
Description of Capital Stock
10. Interests of Named Experts and Counsel...... *
11. Information with Respect to the
Registrant................................. Outside Front Cover Page; Prospectus
Summary; Risk Factors; The Company;
Dividend Policy; Selected Financial Data;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; Business; Relationship with
TJX; Ownership of Securities; Shares
Eligible for Future Sale; Description of
Capital Stock
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................. *

- ---------------
<FN>
* Omitted because inapplicable.
</TABLE>

<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION

JULY 15, 1996

PROSPECTUS

9,260,000 SHARES

[CHADWICK'S LOGO]

COMMON STOCK
($.01 PAR VALUE)

All of the shares of common stock, $.01 par value per share (the "Common Stock")
of Chadwick's of Boston, Ltd. ("Chadwick's" or the "Company") being offered
hereby are being sold by The TJX Companies, Inc. ("TJX"). The Company will not
receive any of the proceeds from the sale of the shares of Common Stock offered
hereby.

Prior to this offering (the "Offering"), there has been no public market for the
Common Stock. It is currently anticipated that the initial public offering price
will be between $16.00 and $18.00 per share. See "Underwriting" for a discussion
of the factors to be considered in determining the initial public offering
price.

The Common Stock has been approved for listing on the New York Stock Exchange
(the "NYSE") under the symbol "CWK."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THE COMMON STOCK OFFERED
HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
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<S> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT TJX(1)
Per Share.................... $ $ $
Total(2)..................... $ $ $
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<FN>
(1) Before deducting expenses payable by TJX estimated to be $ .
(2) TJX has granted to the Underwriters a 30-day option to purchase up to an
aggregate of 1,389,000 additional shares of Common Stock at the Price to
Public, less Underwriting Discount, solely to cover over-allotments, if any.
If the Underwriters exercise such option in full, the total Price to Public,
Underwriting Discount and Proceeds to TJX will be $ , $ and
$ , respectively. See "Underwriting."
</TABLE>

The shares of Common Stock are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Common Stock will be made at the office of
Salomon Brothers Inc, Seven World Trade Center, New York, New York or through
the facilities of The Depository Trust Company, on or about , 1996.

SALOMON BROTHERS INC GOLDMAN, SACHS & CO.

The date of this Prospectus is , 1996.
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[Montage of photographs depicting the Company's
principal facility in West Bridgewater, Massachusetts,
fashion models, associates and catalog layout]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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2
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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated or the context
otherwise requires: (i) all references to a year in connection with statements
concerning the Company's financial or operating results means the Company's
fiscal year which ends on the last Saturday in January in the following calendar
year (e.g., "1995" means the fiscal year ended January 27, 1996); (ii) the
information contained in this Prospectus assumes that the Exchange Transaction
(as defined and described below under "Relationship with TJX") occurred prior to
all relevant periods presented herein; (iii) the information contained in this
Prospectus assumes no exercise of the Underwriters' over-allotment option; and
(iv) the "Company" or "Chadwick's" refers to Chadwick's of Boston, Ltd., its
subsidiary, Chadwick's, Inc. and its subsidiary, and "TJX" refers to The TJX
Companies, Inc. and its subsidiaries.

THE COMPANY

Chadwick's of Boston, Ltd. is the nation's first and largest catalog
retailer of off-price women's apparel and one of the largest participants in
women's apparel catalog retailing. The Company offers a broad selection of high
quality branded and private label apparel at prices typically 25% to 50% below
the regular prices of department and specialty retail stores. The Company
believes that it has developed a strong and unique franchise and a well
recognized brand name by consistently delivering exceptional value while
satisfying its customers' wardrobe needs for career, casual and social wear, all
in a broad selection of colors, styles and sizes. Chadwick's believes that its
success in executing this merchandising strategy is the result of its thorough
understanding of the Company's target customer, extensive off-price
merchandising experience, powerful catalog presentation, strong product
development and worldwide sourcing capabilities. As a result, Chadwick's has
increased sales at a compound annual growth rate of 28.0%, from $173.4 million
in 1991 to $465.6 million in 1995.

The Company believes that Chadwick's of Boston is one of the most well
recognized brand names in women's apparel catalog retailing, and that its
customer list is one of the largest and most valuable in the women's apparel
industry. Chadwick's has over 10 million names on its customer list, more than
six million of which are active customers, having made one or more purchases in
the preceding 18 months. Management believes that its brand name and customer
list provide the Company with distinct competitive advantages that can be
neither easily nor cost-effectively replicated.

The Company's target customers are middle to upper middle income women
between the ages of 25 and 55, who the Company believes represent approximately
one-third of the adult female population in the United States or approximately
33 million women. The overall women's apparel industry generated approximately
$81 billion in sales in 1995, of which catalog sales represented approximately
9.4% or $7.6 billion. While sales in the overall women's apparel industry grew
by approximately one percent from 1994 to 1995, catalog sales of women's apparel
grew by 6.1% during the same period. The Company believes that catalog sales of
women's apparel will continue to increase because the busy lifestyles of today's
women demand the convenience and time savings afforded by catalog shopping.

From 1987 through 1993, the Company's net sales grew at a compound annual
growth rate of 46.7%. By the fall of 1994, the Company's order fulfillment and
customer service operations were unable to keep pace with its rapid sales
growth, resulting in a decline in sales growth, an increase in operating
expenses and a substantial decline in profitability. In response, the Company
reorganized its management team in the first quarter of 1995. This new
management team implemented a series of initiatives to increase operational
efficiencies and improve customer service to levels necessary to support the
Company's strong and established merchandising organization. Catalog circulation

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3
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was reduced and improvements were made in fulfillment center and telemarketing
operations, inventory management and coordination among all facets of the
business.

The Company's initiatives produced substantial and rapid improvement.
Between 1994 and 1995, the initial fulfillment rate (percentage of merchandise
available to be shipped at the time of order) increased from 57.1% to a Company
record of 72.3% and the final fulfillment rate (percentage of total merchandise
orders filled) increased from 86.5% to 90.5%. Over the same period, gross margin
increased from 37.2% to 40.1% and selling, general and administrative expenses
as a percentage of net sales declined from 35.9% to 34.4%. These initiatives,
together with an expansion of the Company's deferred billing program, increased
profits, sales and average order value. Income before extraordinary items grew
from $1.3 million in 1994 to $11.7 million in 1995, and, over the same time
period, average order value increased from $81 to $86 and net sales increased
7.6%, from $432.7 million to $465.6 million, despite a 16.6% reduction in
catalog circulation, from 235.0 million to 196.1 million. This strong
performance continued into the first quarter of 1996, as net income increased
from $2.1 million in the first quarter of 1995 to $6.7 million and net sales
increased 13.2%, to $132.0 million.

The Company believes that its new operational structure, combined with
strong customer acceptance of its value-oriented merchandise, provides a solid
foundation for future growth. The Company intends to capitalize on opportunities
to increase sales to both existing and new customers, continue improvements in
operating efficiencies and increase leveraging of operating expenses through the
following strategies:

EXPAND THE COMPANY'S CORE WOMEN'S APPAREL BUSINESS. The Company
believes it has a substantial opportunity to increase sales to
existing customers by capturing a greater share of their apparel
purchases. The Company plans to expand its offering of women's apparel
by increasing average page count in its existing catalogs by
approximately 20% over the next three years.

EXPAND THE COMPANY'S COMPLEMENTARY PRODUCT OFFERINGS. The Company
plans to build on its success in women's apparel by expanding its
offering of complementary products to existing and new customers.
These products, which have been tested and offered on a limited basis,
include men's apparel, children's apparel, women's special sizes,
accessories, gifts and cosmetics. Since the Company began offering
complementary products in 1992, sales of these products have grown to
represent 16.2% of total net sales in 1995. The Company believes that
a significant opportunity exists to further increase sales of these
products.

DEVELOP AND GROW NEW CATALOG CONCEPTS. The Company intends to offer
in separate and distinct catalogs complementary products and new
product concepts that have the potential for significant sales growth.
In May 1996, the Company mailed Bridgewater, its first new concept
catalog, which offers an assortment of classic fashions for men and
women. To date, customer response to Bridgewater has exceeded the
Company's expectations.

CONTINUE TO REFINE CATALOG MAILING SEGMENTATION TECHNIQUES. The
Company plans to further develop and refine its statistical models and
analyses to better target its catalog mailings and more profitably
capitalize on its current customer list of over 10 million names. By
refining its catalog mailing segmentation techniques, the Company
hopes to be able to increase its response rate and the dollar amount
of purchases for each catalog mailed.

EXPAND THE COMPANY'S CUSTOMER BASE. Chadwick's intends to grow its
customer base through its aggressive name acquisition program,
including the rental of customer lists and the implementation of
advertising campaigns specifically designed to add new customers.

4
<PAGE> 7

INCREASE THE COMPANY'S DEFERRED BILLING PROGRAM. The Company intends
to expand the use of its "buy now, pay later" deferred billing program
which it initiated in 1995. The Company believes that its deferred
billing program has contributed to an increase in average order value
and net sales.

CONTINUE TO IMPROVE ORDER FULFILLMENT OPERATIONS AND INVENTORY
MANAGEMENT. The Company plans to make additional improvements in the
areas of order fulfillment and inventory management. Chadwick's
believes continued opportunity exists to increase operating
efficiencies.

ENHANCE TELEMARKETING, CUSTOMER SERVICE AND MANAGEMENT INFORMATION
SYSTEMS. The Company intends to continue to upgrade its telemarketing
and management information systems that will enhance its ability to
increase sales, operating efficiency and overall customer service.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by TJX(1)....... 9,260,000 shares
Common Stock outstanding after the
Offering(2)........................ 15,178,847 shares
Use of Proceeds...................... The Company will not receive any of the proceeds from
the sale of the shares of Common Stock offered hereby.
All proceeds will be received by TJX.
Listing.............................. The Company's Common Stock has been approved for
listing on the NYSE.
NYSE Symbol.......................... CWK
</TABLE>

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(1) Assumes the Underwriters' over-allotment option is not exercised.

(2) Exclusive of 850,000 shares that will be reserved for issuance upon exercise
of stock options and similar awards under the Company's 1996 Equity
Incentive Plan and the 1996 Stock Option Plan for Non-Employee Directors.
For a description of stock options to be issued contemporaneously with this
Offering, see "Executive Compensation -- Equity Incentive Plan."

RELATIONSHIP WITH TJX

The Chadwick's of Boston catalog was established by TJX in 1983. The
Company's assets are held by Chadwick's, Inc. which, prior to the Offering, has
been a wholly-owned subsidiary of TJX. In connection with the Offering, TJX will
exchange all of the outstanding shares of common stock of Chadwick's, Inc. for
15,178,847 shares of Common Stock of the Company (the "Exchange Transaction"),
9,260,000 shares of which are being offered hereby by TJX. Concurrently with the
closing of the Offering (the "Closing"), TJX will contribute $20.0 million to
the equity of the Company and the Company will repay to TJX the balance of
outstanding intercompany indebtedness over the equity contribution at such time,
which balance is currently estimated to be approximately $50 million (such
repayment, together with the related equity contribution, is hereinafter
referred to as the "Debt Repayment"). The Company expects to generate the funds
for the repayment of this indebtedness entirely from credit facilities which it
will establish prior to the Offering. See "Risk Factors -- Financing
Requirements" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

Upon completion of the Offering, TJX will own approximately 39% of the
Company's outstanding Common Stock (approximately 30% if the Underwriters
exercise their over-allotment option in

5
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full), and likely will be the Company's largest stockholder. As a result of its
ownership interest, TJX could have effective control of the vote on matters
submitted to stockholders following completion of the Offering, including the
election of directors and the approval of extraordinary corporate transactions.
TJX has advised the Company that it expects to reduce its ownership interest in
the Company over time, subject to prevailing market and other conditions. See
"Relationship with TJX." Currently, two of the four members of the Company's
Board of Directors (the "Board") are officers and directors of TJX. Either
simultaneously with the completion of the Offering or within six months
thereafter, the Company anticipates that the Board will be increased to seven
members through the addition of three persons who are neither affiliates of TJX
nor employees ("associates") or officers of the Company.

To the extent the Company has in the past had excess inventory which it
wished to liquidate in bulk, it has sold this inventory to TJX and others.
During 1994 and 1995, the Company liquidated approximately $14.4 million and
$10.6 million, respectively, of its total inventory liquidations through TJX,
representing in each year more than half of such liquidations. To continue and
formalize this mutually advantageous arrangement, the Company and TJX have
entered into an Inventory Purchase Agreement expiring on January 29, 2000. See
"Relationship with TJX -- Liquidation."

As part of their ongoing relationship following the Offering, TJX and the
Company will enter into a number of other agreements including a Services
Agreement and a Tax Sharing and Separation Agreement. See "Relationship with
TJX."

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Chadwick's[Registered Trademark] and Chadwick's of Boston, Ltd.[Registered
Trademark] are federally registered trademarks owned by the Company.
Bridgewater[Trademark] is a trademark owned by the Company.

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<TABLE>
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SUMMARY FINANCIAL DATA

The following summary financial data is qualified by and should be read in
conjunction with the Company's Combined Financial Statements and Pro Forma
Combined Financial Statements and the notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this Prospectus.
<CAPTION>

PRO FORMA(1)
HISTORICAL ------------------
-------------------------------------------------------------------------- FISCAL THIRTEEN
THIRTEEN YEAR WEEKS
FISCAL YEAR ENDED WEEKS ENDED ENDED ENDED
---------------------------------------------------- ------------------- -------- --------
JAN. 25, JAN. 30, JAN. 29, JAN. 28, JAN. 27, APR. 29, APR. 27, JAN. 27, APR. 27,
1992 1993(2) 1994 1995 1996 1995 1996 1996 1996
-------- -------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, NET SALES PER CATALOG AND AVERAGE ORDER VALUE)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............. $173,374 $295,532 $424,276 $432,660 $465,598 $116,611 $131,996 $465,598 $131,996
-------- -------- -------- -------- -------- -------- -------- -------- --------
Gross profit........ 67,263 112,346 155,043 160,786 186,730 47,467 58,696 186,730 58,696
Selling, general and
administrative
expenses, including
catalog and order
processing costs.... 55,656 90,366 131,439 155,329 160,282 42,387 45,831 161,982 46,231
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income from
operations........ 11,607 21,980 23,604 5,457 26,448 5,080 12,865 24,748 12,465
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before
extraordinary items
and cumulative
effect of accounting
changes............. $ 7,108 $ 13,184 $ 12,285 $ 1,262 $ 11,674 $ 2,116 $ 6,697 $ 11,332 $ 6,664
======== ======== ======== ======== ======== ======== ======== ======== ========
Net income(3)......... $ 7,108 $ 13,184 $ 12,665 $ 1,070 $ 8,336 $ 2,116 $ 6,697 $ 7,994 $ 6,664
======== ======== ======== ======== ======== ======== ======== ======== ========
PRO FORMA EARNINGS PER
COMMON SHARE:
Income before
extraordinary items
and cumulative
effect of accounting
changes............. $ .74 $ .44
======== ========
Net income............ $ .52 $ .44
======== ========
BALANCE SHEET DATA:
Total assets.......... $ 70,673 $121,094 $156,095 $177,625 $199,215 $210,540 $199,648 $186,401
Long-term debt(4)..... 7,580 22,152 52,154 47,391 70,769 81,712 60,277 30,000
Stockholder's
equity.............. 21,420 34,604 47,269 48,339 56,675 50,455 63,372 83,372

OTHER FINANCIAL AND
OPERATING DATA:
EBITDA(5)............. $ 13,580 $ 25,116 $ 28,109 $ 11,156 $ 33,160 $ 6,717 $ 14,524 $ 31,460 $ 14,124
Total catalog
circulation......... 78,555 123,064 213,168 234,973 196,073 64,150 48,487
Net sales per
catalog(6).......... $ 2.21 $ 2.40 $ 1.99 $ 1.84 $ 2.37 $ 1.82 $ 2.72
Average order
value(7)............ $ 84 $ 83 $ 81 $ 81 $ 86 $ 78 $ 94
<FN>

- ---------------
(1) The pro forma financial data for the year ended January 27, 1996 and for the
thirteen weeks ended April 27, 1996, have been derived from, and should be
read in conjunction with the unaudited pro forma combined financial
statements of the Company and the notes thereto (including a description of
the assumptions used in the pro forma data) included elsewhere in this
Prospectus.

(2) 53 week period.

(3) Net income includes a credit of $380,000 for the cumulative effect of
accounting changes in the fiscal year ended January 29, 1994 and includes
extraordinary charges for the early retirement of debt of $192,000 in the
fiscal year ended January 28, 1995 and $3.3 million in the fiscal year ended
January 27, 1996.

(4) Includes loans and advances from TJX.

(5) Earnings before interest, taxes, depreciation and amortization.

(6) Net sales per catalog equals net sales divided by total catalog circulation.

(7) Average order value equals total value of orders received divided by the
number of orders received.

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</TABLE>

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RISK FACTORS

Before making an investment decision, prospective purchasers of the Common
Stock offered hereby should carefully consider the following factors, in
addition to the other information in this Prospectus.

ABSENCE OF HISTORY AS A STAND-ALONE COMPANY

Following the consummation of the Offering, the Company will no longer be a
subsidiary of TJX, and TJX will have no obligation to provide management,
financial or other assistance to the Company or any of its subsidiaries except
as described in "Relationship with TJX -- Services." In addition, the Company
has never operated as, and the Company's management team has never managed, a
stand-alone company. The inability of the Company to operate competitively or of
management to manage the Company effectively and efficiently as a stand-alone
company could have a material adverse effect on the Company's business,
financial condition and results of operations.

VOLATILITY OF CONSUMER PREFERENCES AND SPENDING PATTERNS

Apparel sales have historically been dependent, in part, upon discretionary
consumer spending which is affected by general economic conditions, consumer
confidence, availability of consumer credit and other factors beyond the control
of the Company. In addition, the Company's performance is subject to risks
associated with changing fashion and the Company's ability to deliver fashion
that is in demand. Although the Company believes that its strategy of offering a
broad range of merchandise limits the risk attendant to the volatility of
consumer preferences, there can be no assurance that this strategy will be
successful. Misjudgment by the Company as to fashion trends or consumer
preferences or a downturn in discretionary consumer spending could have a
material adverse effect on the Company's business, financial condition and
results of operations.

IMPACT OF INCREASES IN COSTS OF POSTAGE, PAPER AND PRINTING

Postal rates and paper and printing costs affect the cost of the Company's
order fulfillment and catalog and promotional mailings. The Company relies
heavily on discounts from the basic United States Postal Service ("USPS") rate
structure, such as discounts for bulk mailings and pre-sorting by zip code and
carrier routes. Like others in the catalog industry, the Company passes on a
significant portion of its shipping and handling expenses directly to the
customer, but it does not directly pass on the costs of preparing and mailing
catalogs and other promotional materials. The Company historically has not
entered into long-term contracts for its paper purchases. Consequently, there
can be no assurance that the Company will not be subject to an increase in paper
costs. For instance, from January 1993 through December 1995, the price of paper
available to the Company increased approximately 75%, resulting in higher
catalog production costs and contributing to the Company's decision to reduce
catalog circulation in 1995. In addition, although the Company currently has
contracts for the printing of its catalogs, these contracts typically have
three-year terms, and offer no assurance that the Company's printing costs will
not increase upon renegotiation of these contracts. Significant increases in
postal rates or paper or printing costs could have a material adverse effect on
the Company's business, financial condition and results of operations,
particularly to the extent that the Company is unable to pass on such increases
directly to customers or to offset such increases by either raising prices or
reducing other costs. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for the effect of increases in paper and
postage costs.

DEPENDENCE ON KEY PERSONNEL

The Company's continued success will depend to a significant extent upon
the efforts and abilities of Dhananjaya K. Rao, the Company's President and
Chief Executive Officer, and Carol Meyrowitz, the Company's Executive Vice
President -- Merchandising. The loss of the services of Mr. Rao or Ms. Meyrowitz
could have a material adverse effect on the Company's business, financial
condition and results of operations.

8
<PAGE> 11

FINANCING REQUIREMENTS

As a subsidiary of TJX, the Company has benefitted from its ability to
finance its operations and growth through funding provided by TJX. Following the
Offering, the Company's capital needs will be provided through internally
generated funds and bank credit facilities. The Company has received a
commitment from two banks to provide the Company with a three-year credit
facility composed of a $30 million term loan and a revolving line of credit of
up to $120 million, of which up to $50 million may be used for letters of
credit. The closing of the Offering is conditioned upon the closing and funding
of the credit facility. The closing of the credit facility, in turn, is
conditioned upon the banks' receipt of satisfactory evidence that the Company's
deferred billing receivables can be sold in a securitization arrangement
providing at least $30 million of financing. In addition, the terms of the
credit facility loan agreement are expected to require the Company to enter into
such a securitization arrangement within 90 days after the closing of the credit
facility. The Company has signed an engagement letter with a financial
institution contemplating a three-year revolving deferred billing receivables
purchase facility. The facility initially will be funded in the amount of $50
million. There can be no assurance that the Company will be successful in
closing the deferred billing receivables purchase facility when required by the
credit facility. The Company will be subject to compliance with various loan
covenants under the credit and receivables purchase facilities. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." To the extent that internally
generated funds and funds available under any credit facilities obtained by the
Company are insufficient for its needs, the Company will have to seek additional
financing through public or private equity or debt financings. There can be no
assurance, however, that any such additional financing will be available on
acceptable terms, if at all. If adequate funds through the proposed credit
facilities or otherwise are not available for any reason, the Company's
business, financial condition and results of operations would be materially
adversely affected.

RELATIONSHIP WITH TJX; POTENTIAL CONFLICTS OF INTEREST

Upon completion of the Offering, TJX will own approximately 39% of the
Company's outstanding Common Stock (approximately 30% if the Underwriters
exercise their over-allotment option in full), and likely will be the Company's
largest stockholder. As a result of its ownership interest, TJX could have
effective control of the vote on matters submitted to stockholders following
completion of the Offering, including the approval of extraordinary corporate
transactions and the election of directors. Currently, two of the four members
of the Company's Board of Directors are officers and directors of TJX, which may
permit TJX to exert additional influence over the Company. Either simultaneously
with the completion of the Offering or within six months thereafter, the Company
anticipates that the Board will be increased to seven members through the
addition of three persons who are neither affiliates of TJX nor associates or
officers of the Company. See "Relationship with TJX." The inability of the
Company to operate free from the influences of TJX could have a material adverse
effect on the Company's business, financial condition and results of operations.

The executive officers of TJX who serve as directors of the Company may
have conflicts of interest in addressing business opportunities and strategies
with respect to which the Company's and TJX's interests differ. Neither the
Company nor TJX has adopted any formal procedures designed to assure that such
conflicts of interest will not occur or to resolve any such conflicts.

The Company and TJX currently intend to continue their past practice of
having the Company sell excess inventory to TJX, among others. The Company and
TJX have entered into an Inventory Purchase Agreement expiring on January 29,
2000. See "Relationship with TJX -- Liquidation." The Company believes that the
Inventory Purchase Agreement will allow the Company and TJX to maintain their
mutually advantageous inventory liquidation relationship. If the terms of the
agreement do not continue to be advantageous to the Company during the term of
the agreement or if the liquidation arrangements were not to be continued upon
their expiration, there could be a material adverse effect on the Company's
business, financial condition and results of operations.

9
<PAGE> 12

DEPENDENCE ON SUPPLIERS; FOREIGN SOURCING

The Company's broad range of merchandise requires that it maintain
relationships with many manufacturing sources and suppliers. Although the
Company believes that it has established strong relationships with its principal
manufacturing sources, the Company does not have long-term contracts. The
inability of the Company to source quality goods in a timely fashion at
favorable prices could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business -- Purchasing;
Suppliers."

In 1995, approximately 34% of the Company's merchandise was directly
imported. Approximately 10% of all merchandise purchased was directly imported
from China. In addition, many of the Company's domestic vendors import a
substantial portion of their merchandise from abroad. Many of the Company's
imports are subject to existing or potential duties, tariffs or quotas that may
limit the quantity of certain types of goods that may be imported into the
United States. The Company competes with other companies for production
facilities and production capacity. The Company's business is also subject to a
variety of other risks associated with doing business abroad, such as political
instability, currency and exchange risks and other local issues. The Company's
future performance will be subject to such risks, which are beyond its control,
and there can be no assurance that the occurrence of any destabilizing event
abroad would not have a material adverse effect on the Company's business,
financial condition and results of operations.

RISK OF DISASTER

The Company conducts its operations primarily from a single facility in
West Bridgewater, Massachusetts. If a disaster (such as a fire or hurricane)
were to destroy or significantly damage the facility, the Company would have to
obtain alternative facilities from which to conduct its operations and replenish
its inventory, all of which would result in increased operating costs and
significant delays in fulfillment of customer orders. While the Company intends
to maintain business interruption insurance, any such increased costs or delays
could have a material adverse effect on the Company's business, financial
condition and results of operations.

COMPETITION

All aspects of the retail apparel industry are highly competitive. The
Company competes with all retail sellers of apparel, including T.J. Maxx and
Marshalls. The Company competes primarily with other catalog retailers,
department stores and specialty retailers, many of which have greater financial
resources than the Company. While the Company is currently the nation's largest
catalog retailer of off-price women's apparel, there can be no assurance that
other retailers of apparel will not decide in the future to enter the Company's
market. If the Company is unable to continue to compete effectively in the
women's apparel and other markets, the Company's business, financial condition
and results of operations would be materially adversely affected. See
"Business -- Competition."

RISKS RELATED TO UNIONIZED EMPLOYEES

At April 27, 1996, the Company had 2,452 associates, of whom approximately
992 were members of a labor union. If unionized associates were to engage in a
strike or other work stoppage or if additional associates were to become
unionized, the Company could experience a significant disruption of operations
and higher labor costs, all of which could have a material adverse effect on the
Company's business, financial condition and results of operations.

NO CASH DIVIDENDS ON COMMON STOCK

The Company anticipates that for the foreseeable future all earnings, if
any, will be retained for the operation and expansion of its business.
Accordingly, the Company does not currently anticipate paying any cash dividends
on its Common Stock. See "Dividend Policy."

10
<PAGE> 13

NO PRIOR PUBLIC MARKET; DETERMINATION OF OFFERING PRICE; MARKET VOLATILITY

Prior to this Offering, there has been no public market for the Company's
Common Stock. The Company has been approved to list the shares of Common Stock
on the NYSE, but there can be no assurance that following the Offering an active
public trading market will develop or be sustained or that shares of the Common
Stock will be resold at or above the initial public offering price. The initial
public offering price of the Common Stock was determined by negotiations among
the Company, TJX and the Representatives of the Underwriters based on several
factors and does not necessarily bear any relationship to the Company's asset
value, net worth or other established criteria of value. Accordingly, such price
should not be considered an indication of the Company's actual value. See
"Underwriting." Additionally, the market price of the Common Stock may be
subject to significant fluctuations and may trade below the initial public
offering price in response to changes in the general condition of the economy or
the retail and catalog industries or other factors beyond the control of the
Company. The Company's quarterly results of operations may also fluctuate
significantly as a result of several factors, including the timing of catalog
mailings and changes in the selection of merchandise offered and sold. Any
public market that may develop for the Company's Common Stock may be materially
adversely affected by any such stock price or operational fluctuations.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, TJX will own approximately 39% of the
Company's outstanding Common Stock (approximately 30% if the Underwriters
exercise their over-allotment option in full). In connection with the Offering,
the Company and TJX will enter into an agreement that will provide TJX with
certain rights to have the shares of Common Stock owned by it after the Offering
registered by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), in order to permit the public sale of such shares. See
"Relationship with TJX -- Registration Rights Agreement." In addition, subject
to the restrictions described below and applicable law, TJX will be free to sell
any and all of the shares of Common Stock it owns after completion of the
Offering. TJX has advised the Company that it expects to reduce its ownership
interest in the Company over time, subject to prevailing market and other
conditions. TJX has agreed, however, not to offer, sell or contract to sell or
otherwise dispose of, directly or indirectly, or announce the offering of, or
exercise any registration rights with respect to, or register, cause to be
registered or announce the registration or intended registration of, any shares
of Common Stock or any stock option or other security convertible into or
exchangeable for, any shares of Common Stock for a period of 180 days from the
date of the Underwriting Agreement relating to the Offering without the prior
written consent of the Representatives of the Underwriters except for (a) in the
case of the Company, Common Stock issued pursuant to any employee or director
plan described herein and (b) in the case of directors and executive officers,
the exercise of stock options pursuant to benefit plans described herein and
shares of Common Stock disposed of as bona fide gifts. See "Underwriting." No
prediction can be made as to the effect, if any, that future sales of Common
Stock, or the availability of Common Stock for future sales, will have on the
market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock or the perception that sales could occur
could adversely affect prevailing market prices for the Common Stock. See
"Shares Eligible For Future Sale" and "Underwriting."

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Certificate of Incorporation and
By-laws and Delaware law could, together or separately, discourage potential
acquisition proposals, delay or prevent a change in control of the Company or
limit the price that certain investors might be willing to pay in the future for
shares of the Common Stock. Certain of those provisions provide for a classified
Board of Directors, the issuance, without further stockholder approval, of
preferred stock with rights and privileges that could be senior to the Common
Stock, no right of the stockholders to call a special meeting of stockholders,
restrictions on the ability of stockholders to nominate directors and submit
proposals to be considered at stockholders' meetings and a supermajority voting
requirement in connection with stockholders' proposed amendments to the By-laws.
The Company also is subject

11
<PAGE> 14

to Section 203 of the Delaware General Corporation Law (the "DGCL") which,
subject to certain exceptions, prohibits a Delaware corporation from engaging in
any of a broad range of business combinations with any "interested stockholder"
for a period of three years following the date that such stockholder became an
interested stockholder. See "Description of Capital Stock."

THE COMPANY

The Chadwick's of Boston catalog was established by TJX in 1983. The
Company was organized under Delaware law on May 16, 1996 for the purpose of
facilitating the Exchange Transaction in connection with the Offering. The
Company's principal executive offices are located at 35 United Drive, West
Bridgewater, Massachusetts 02379 and its telephone number is (508) 583-8110.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of shares of
Common Stock offered hereby. All proceeds will be received by TJX.

DIVIDEND POLICY

The Company plans to retain any future earnings for expansion of its
business and, accordingly, the Company does not anticipate paying cash dividends
in the foreseeable future. Payment of dividends is within the discretion of the
Company's Board of Directors and will depend, among other factors, upon the
Company's earnings, financial condition and capital requirements.

12
<PAGE> 15

CAPITALIZATION

<TABLE>
The following table sets forth the capitalization of the Company as of
April 27, 1996 on a historical basis and on a pro forma basis, giving effect to
the Debt Repayment. This table should be read in conjunction with "Selected
Financial Data," the Combined Financial Statements, the Pro Forma Combined
Financial Statements and notes thereto included elsewhere in this Prospectus.

<CAPTION>
APRIL 27, 1996
-------------------------
HISTORICAL PRO FORMA
---------- ------------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt...................................................... -- --
Long-term debt:
Loans and advances from TJX(1)..................................... $ 60,277 --
Term loan.......................................................... -- 30,000
Stockholder's equity:
Preferred Stock, $.01 par value, authorized 5,000,000 shares, no
shares outstanding.............................................. -- --
Common Stock, $.01 par value, authorized 35,000,000 shares, issued
and outstanding 15,178,847 shares............................... 152 152
Additional paid-in capital......................................... -- 20,000
Retained earnings.................................................. 63,220 63,220
--------- --------
Total stockholder's equity........................................... 63,372 83,372
--------- --------
Total capitalization....................................... $ 123,649 $113,372
========= ========
<FN>
- ---------------
(1) Assumes $15,322,000 is repaid with the proceeds from the sale of deferred
billing receivables.

</TABLE>
13
<PAGE> 16

SELECTED FINANCIAL DATA

The selected financial data set forth below for each of the fiscal years in
the five-year period ended January 27, 1996, is derived from the Combined
Financial Statements of the Company. The information related to the income
statement data for the years ended January 29, 1994, January 28, 1995, and
January 27, 1996, and the balance sheet data as of January 28, 1995 and January
27, 1996, are derived from audited Combined Financial Statements of the Company.
The income statement data for the thirteen weeks ended April 29, 1995 and April
27, 1996, and for the years ended January 25, 1992 and January 30, 1993, and the
balance sheet data as of January 25, 1992, January 30, 1993, January 29, 1994,
April 29, 1995 and April 27, 1996, is derived from unaudited Combined Financial
Statements of the Company. In the opinion of the Company's management, all
adjustments (all of which were normal recurring adjustments) necessary for a
fair presentation of the financial position and results of operations have been
included in the aforementioned unaudited Combined Financial Statements. The
results of operations for the thirteen weeks ended April 27, 1996, are not
necessarily indicative of the results of operations expected for the entire
fiscal year.

The pro forma financial data for the year ended January 27, 1996 and as of
and for the thirteen weeks ended April 27, 1996, have been derived from and
should be read in conjunction with the unaudited Pro Forma Combined Financial
Statements of the Company and the notes thereto (including a description of the
assumptions used in the pro forma data) included elsewhere in this Prospectus.

14
<PAGE> 17
<TABLE>
SELECTED FINANCIAL DATA

PRO FORMA
HISTORICAL -------------------
-------------------------------------------------------------------------- FISCAL THIRTEEN
THIRTEEN YEAR WEEKS
FISCAL YEAR ENDED WEEKS ENDED ENDED ENDED
---------------------------------------------------- ------------------- -------- --------
JAN. 25, JAN. 30, JAN. 29, JAN. 28, JAN. 27, APR. 29, APR. 27, JAN. 27, APR. 27,
1992 1993(1) 1994 1995 1996 1995 1996 1996 1996
-------- -------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, NET SALES PER CATALOG AND AVERAGE ORDER VALUE)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.................... $173,374 $295,532 $424,276 $432,660 $465,598 $116,611 $131,996 $465,598 $131,996
-------- -------- -------- -------- -------- -------- -------- -------- --------
Cost of sales, including
buying and order
fulfillment costs.......... 106,111 183,186 269,233 271,874 278,868 69,144 73,300 278,868 73,300
-------- -------- -------- -------- -------- -------- -------- -------- --------
Gross profit............... 67,263 112,346 155,043 160,786 186,730 47,467 58,696 186,730 58,696
Selling, general and
administrative expenses,
including catalog and order
processing costs........... 55,656 90,366 131,439 155,329 160,282 42,387 45,831 161,982 46,231
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income from operations..... 11,607 21,980 23,604 5,457 26,448 5,080 12,865 24,748 12,465
Interest expense (income),
net........................ (213) (33) 3,378 3,940 6,920 1,542 1,404 5,800 1,060
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before income taxes,
extraordinary items and
cumulative effect of
accounting changes......... 11,820 22,013 20,226 1,517 19,528 3,538 11,461 18,948 11,405
Provision for income taxes... 4,712 8,829 7,941 255 7,854 1,422 4,764 7,616 4,741
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income before extraordinary
items and cumulative effect
of accounting changes...... $ 7,108 $ 13,184 $ 12,285 $ 1,262 $ 11,674 $ 2,116 $ 6,697 $ 11,332 $ 6,664
======== ======== ======== ======== ======== ======== ======== ======== ========
Net income(2)................ $ 7,108 $ 13,184 $ 12,665 $ 1,070 $ 8,336 $ 2,116 $ 6,697 $ 7,994 $ 6,664
======== ======== ======== ======== ======== ======== ======== ======== ========
PRO FORMA EARNINGS PER COMMON
SHARE:
Income before extraordinary
items and cumulative effect
of accounting changes...... $ .74 $ .44
======== ========
Net income................... $ .52 $ .44
======== ========
BALANCE SHEET DATA:
Working capital.............. $ 9,228 $ 20,777 $ 52,368 $ 44,409 $ 77,843 $ 81,187 $ 75,140 $ 62,788
Total assets................. 70,673 121,094 156,095 177,625 199,215 210,540 199,648 186,401
Long-term debt(3)............ 7,580 22,152 52,154 47,391 70,769 81,712 60,277 30,000
Stockholder's equity......... 21,420 34,604 47,269 48,339 56,675 50,455 63,372 83,372

OTHER FINANCIAL AND OPERATING
DATA:
EBITDA(4).................... $ 13,580 $ 25,116 $ 28,109 $ 11,156 $ 33,160 $ 6,717 $ 14,524 $ 31,460 $ 14,124
Total catalog circulation.... 78,555 123,064 213,168 234,973 196,073 64,150 48,487
Net sales per catalog(5)..... $ 2.21 $ 2.40 $ 1.99 $ 1.84 $ 2.37 $ 1.82 $ 2.72
Average order value(6)....... $ 84 $ 83 $ 81 $ 81 $ 86 $ 78 $ 94

<FN>
- ---------------
(1) 53 week period.

(2) Net income includes a credit of $380,000 for the cumulative effect of
accounting changes in the fiscal year ended January 29, 1994 and includes
extraordinary charges for the early retirement of debt of $192,000 in the
fiscal year ended January 28, 1995 and $3.3 million in the fiscal year ended
January 27, 1996.

(3) Includes loans and advances from TJX.

(4) Earnings before interest, taxes, depreciation and amortization.

(5) Net sales per catalog equals net sales divided by total catalog circulation.

(6) Average order value equals total value of orders received divided by the
number of orders received.

</TABLE>

15
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or the context otherwise requires in this
section, each reference to a year is to the Company's fiscal year which ends on
the last Saturday in January in the following calendar year (e.g., "1995" means
the fiscal year ended January 27, 1996). The following discussion and analysis
should be read in conjunction with "Selected Financial Data" and the Combined
Financial Statements and related notes thereto which appear elsewhere in this
Prospectus.

OVERVIEW

RESULTS OF OPERATIONS

The following table is derived from the Company's statements of income for
the periods indicated and expresses the results of operations in such periods as
a percentage of net sales:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THIRTEEN WEEKS ENDED
---------------------------------- ---------------------
JAN. 29, JAN. 28, JAN. 27, APR. 29, APR. 27,
1994 1995 1996 1995 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales, including buying and order
fulfillment costs......................... 63.5 62.8 59.9 59.3 55.5
----- ----- ----- ----- -----
Gross margin...................... 36.5 37.2 40.1 40.7 44.5
Selling, general and administrative
expenses, including catalog and order
processing costs.......................... 31.0 35.9 34.4 36.3 34.7
----- ----- ----- ----- -----
Income from operations............ 5.6 1.3 5.7 4.4 9.7
Interest expense, net....................... 0.8 0.9 1.5 1.3 1.1
Income before income taxes, extraordinary
items and cumulative effect of accounting
changes................................... 4.8% 0.4% 4.2% 3.0% 8.7%
===== ===== ===== ===== =====
</TABLE>

A comparison of the results of operations for the most recent quarter and
for the past three years follows.

THIRTEEN WEEKS ENDED APRIL 27, 1996 COMPARED WITH THIRTEEN WEEKS ENDED APRIL 29,
1995

Net sales for the first quarter ended April 27, 1996 increased 13.2% to
$132.0 million from $116.6 million in the prior year, despite a 24.4% decrease
in catalog circulation for the same period from 64.2 million catalogs to 48.5
million catalogs. The Company experienced a significant increase in average
order value compared to the same period in 1995 and continued to maintain the
strong fulfillment rates achieved in 1995. The improvements in operations and
inventory management beginning in the second quarter of 1995 as well as the
expansion of the deferred billing program during 1995 contributed to the
increase in average order value and net sales in the first quarter of 1996
compared to the first quarter of 1995.

16
<PAGE> 19

Cost of sales, including buying and order fulfillment costs, as a
percentage of net sales was 55.5% in the quarter ended April 27, 1996 versus
59.3% in the quarter ended April 29, 1995. The improvement reflects an increase
in merchandise margin and a reduction in fulfillment center labor and shipping
costs as a percentage of net sales. Results for the quarter ended April 29, 1995
did not reflect the benefit of operating efficiencies initiated during that
year.

Selling, general and administrative expenses, including catalog and order
processing costs, as a percentage of net sales were 34.7% for the quarter ended
April 27, 1996 versus 36.3% in the comparable period for the prior year. This
improvement is primarily due to increased sales productivity per catalog.

Net income was $6.7 million for the quarter ended April 27, 1996 compared
to $2.1 million in the comparable period for the prior year.

1995 COMPARED WITH 1994 AND 1994 COMPARED WITH 1993

Net sales for 1995 totalled $465.6 million on circulation of 196.1 million
catalogs versus net sales of $432.7 million on circulation of 235.0 million
catalogs in 1994. The increase in net sales of 7.6%, despite a decrease in
circulation of 16.6%, is attributable to a number of factors, including
improvements in inventory management and order fulfillment, which allowed the
Company to satisfy and ship customer orders on a more timely and efficient
basis, expansion of the Company's deferred billing program and improvement in
overall levels of customer service. The increase in the Company's average order
value to $86 in 1995 from $81 in 1994 and the increase in net sales per catalog
to $2.37 in 1995 from $1.84 in 1994 are primarily attributable to the
aforementioned factors coupled with decreased catalog circulation.

Net sales of $432.7 million in 1994 increased 2.0% over net sales of $424.3
million in 1993 while circulation increased 10.2% to 235.0 million catalogs from
213.2 million catalogs in 1993. The most significant issue impacting lackluster
sales in 1994 was the Company's poor performance in fulfilling customer orders,
resulting in customer dissatisfaction and loss of sales. This operational
problem, along with higher catalog circulation to prospective customers in 1994,
were factors contributing to the decrease in the net sales per catalog to $1.84
in 1994 from $1.99 in 1993.

Cost of sales, including buying and order fulfillment costs, as a
percentage of net sales was 59.9%, 62.8% and 63.5% in 1995, 1994 and 1993,
respectively. The improvement in the ratio in 1995 from 1994 reflects an
increase in shipping and handling income, less excess inventory to liquidate and
improved fulfillment center labor productivity. The improvement in this ratio in
1994 from 1993 is primarily due to savings in shipping costs.

Selling, general and administrative expenses, including catalog and order
processing costs, as a percentage of net sales were 34.4%, 35.9% and 31.0% in
1995, 1994 and 1993, respectively. These expenses as a percentage of net sales
decreased in 1995 as a result of improved sales productivity per catalog and
reduced catalog production costs, partially offset by increases in order
processing expenses. Catalog production costs decreased due to lower
circulation, which was partially offset by increases in paper and postage costs.
Total selling, general and administrative expenses as a percentage of net sales
increased in 1994 as a result of higher catalog production costs due to a 10.2%
increase in catalog circulation coupled with increased paper costs. These cost
increases were accompanied by a decrease in catalog productivity and an increase
in order processing costs, while the Company's ability to fulfill customer
orders declined.

Interest expense was $6.9 million, $3.9 million and $3.4 million in 1995,
1994 and 1993, respectively. The increase in interest expense in 1995 is due to
increased short-term borrowings from TJX and higher short-term interest rates.
The increased borrowings during 1995 are primarily the result of additional
working capital requirements associated with expansion of the Company's deferred
billing program.

17
<PAGE> 20

The Company's effective income tax rate was 40.2%, 16.8% and 39.3% in 1995,
1994 and 1993, respectively. The low level of pretax income in 1994 along with
certain tax benefits in that year resulted in a lower effective income tax rate.
The difference between the federal statutory income tax rate and the effective
income tax rate is primarily attributable to the effective state income tax
rate.

The Company recorded an extraordinary charge for the early retirement of
debt in both 1995 and 1994. The after-tax extraordinary charge of $3.3 million
in 1995 was due to the early prepayment of a $45.0 million loan secured by a
mortgage on the Company's offices and fulfillment center. The charge of $192,000
in 1994 was incurred when the Company retired its outstanding $5.4 million
mortgage, in connection with the $45.0 million financing described above. Net
income in 1993 was impacted by the cumulative effect of accounting changes for
postretirement medical costs and for accounting for income taxes, resulting in
an increase in net income of $380,000. After giving effect to these items, the
Company's net income was $8.3 million, $1.1 million and $12.7 million in 1995,
1994 and 1993, respectively.

QUARTERLY RESULTS

<TABLE>

The following table presents unaudited quarterly financial information for
the two fiscal years ended January 28, 1995 and January 27, 1996. This
information has been prepared by the Company on a basis consistent with the
Company's audited financial statements and includes all adjustments (consisting
only of normal recurring adjustments) which management considers necessary for a
fair presentation of the results for such periods.

<CAPTION>
FISCAL YEAR ENDED JANUARY 28, 1995 BY QUARTER
----------------------------------------------
FIRST SECOND THIRD FOURTH
-------- ------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales.................................... $108,832 $85,391 $120,953 $117,484
Gross profit................................. 43,643 30,851 50,590 35,702
% of net sales.......................... 40.1% 36.1% 41.8% 30.4%
Income (loss) from operations................ 857 4,027 3,690 (3,117)
% of net sales.......................... 0.8% 4.7% 3.1% (2.7%)
Net income (loss)(1)......................... (114) 1,979 1,472 (2,075)
% of net sales.......................... (0.1%) 2.3% 1.2% (1.8%)

<CAPTION>
FISCAL YEAR ENDED JANUARY 27, 1996 BY QUARTER
----------------------------------------------
FIRST SECOND THIRD FOURTH
-------- ------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales.................................... $116,611 $87,602 $151,458 $109,927
Gross profit................................. 47,467 31,647 65,071 42,545
% of net sales.......................... 40.7% 36.1% 43.0% 38.7%
Income (loss) from operations................ 5,080 (1,237) 13,727 8,878
% of net sales.......................... 4.4% (1.4%) 9.1% 8.1%
Net income (loss)(1)......................... 2,116 (1,719) 6,994 4,283
% of net sales.......................... 1.8% (2.0%) 4.6% 3.9%
<FN>
- ---------------
(1) Excludes fourth quarter extraordinary charges of $192,000 and $3.3 million
in years 1994 and 1995, respectively.
</TABLE>

The Company is not dependent on the year-end holiday season for a
disproportionate share of its business. The Company's sales and operating
results are more influenced throughout the year by the timing of the mailing of
its catalogs and by its merchandising strategies than by seasonal fluctuations.
Sales in the second quarter of both 1994 and 1995 and operating results in the
second quarter of 1995 were lower due to the timing of catalog mailings.

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<PAGE> 21

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital needs have been for working capital to
support its growth, including the expansion of its deferred billing program, and
for costs associated with expanding its fulfillment center. Cash flows from
operating activities reflect increased deferred billing receivables as of
January 27, 1996 and April 27, 1996 and higher prepaid catalog costs as of
January 27, 1996 due to the timing of mailing certain catalogs.

The Company's investing activities have consisted primarily of property
additions, which totalled $6.3 million in 1995 and $10.6 million in 1994.
Capital expenditures in 1994 included the cost of completing an expansion of the
Company's fulfillment center to its current capacity, which the Company believes
is adequate for the next several years. In addition, the Company made capital
expenditures to upgrade fulfillment center equipment and management information
systems equipment and related software. Capital expenditures for 1996 are
expected to approximate $8 million, with more than half planned to be dedicated
to the Company's new telemarketing and customer service system.

During 1994, the Company borrowed $45.0 million secured by a mortgage on
its offices and fulfillment center, to reduce advances from TJX and to repay a
$5.4 million mortgage assumed in the initial purchase of the mortgaged property.
This financing was guaranteed by TJX and, in connection with TJX's purchase of
Marshalls in 1995, the Company prepaid the $45.0 million loan and incurred an
after-tax extraordinary charge of $3.3 million. Proceeds to pay off this
mortgage were provided by intercompany borrowings from TJX.

The Company's borrowings from TJX are composed of long-term and short-term
borrowings. Historically, the long-term component was established at the
beginning of each year and generally represented the intercompany balance as of
the beginning of the year. The monthly change in the intercompany balance from
the long-term balance represents either short-term funds invested with TJX or
short-term borrowings from TJX. The Company is credited interest income or
charged interest expense at rates that approximate TJX's short-term investment
or borrowing rate. During the past three years, the maximum amounts the Company
has borrowed from TJX (based on month-end borrowing levels) were $118.4 million,
$65.3 million and $82.9 million in 1995, 1994 and 1993, respectively.

The Company currently is negotiating several agreements to deal with its
financing needs after the Offering of its Common Stock. The Company has received
a commitment from The First National Bank of Boston and The First National Bank
of Chicago, as agents for a syndicate of banks, to provide the Company with a
three-year credit facility composed of a $30 million term loan and a revolving
line of credit of up to $120 million, of which up to $50 million may be used for
letters of credit. The proposed Revolving Credit and Term Loan Agreement with
the banks is expected to contain provisions restricting indebtedness, liens,
investments, distributions, mergers, disposition of assets and transactions with
affiliates; and to impose financial covenants and reporting requirements. The
closing of the Offering is conditioned upon the closing and funding of the
credit facility under the Revolving Credit and Term Loan Agreement. The closing
of the credit facility, in turn, is conditioned upon the receipt by the agents
of satisfactory evidence that the Company's deferred billing receivables can be
sold in a securitization arrangement providing at least $30 million of
financing. The Revolving Credit and Term Loan Agreement is expected to require
the Company to enter into such a securitization arrangement within 90 days after
closing on the Agreement. The Company has signed an engagement letter with PNC
Securities Corp. contemplating a three-year revolving deferred billing
receivables purchase facility which will provide financing to the Company
initially in the amount of up to $50 million. Under the receivables purchase
facility, an affiliate of PNC Securities Corp. will purchase at a discount an
undivided interest in the Company's deferred billing receivables to be charged
on customers' credit cards. The receivables purchase facility will be subject to
early termination upon the occurrence of certain events, including the Company's
failure to meet certain ratios with respect to the quality of the deferred
billing receivables, such as dilution,

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<PAGE> 22

chargeback and customer payment default ratios, and default under any agreement
between the Company and a credit card company, as well as usual grounds for
termination, including breach of the facility agreements.

Concurrently with the closing of the Offering, TJX will contribute $20
million to the equity of the Company and the Company will repay to TJX from the
proceeds of loans under the Revolving Credit and Term Loan Agreement the balance
of the intercompany indebtedness over such equity contribution at such time,
which balance is currently estimated to be approximately $50 million. Once these
arrangements are in place, TJX does not intend to lend to the Company, and the
Company does not intend to borrow from TJX. The Company believes that the
proposed credit facilities, along with the Company's internally generated cash
flow, will be adequate to meet the currently anticipated capital needs of the
Company. See "Risk Factors--Financing Requirements."

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<PAGE> 23

BUSINESS

GENERAL

From 1987 through 1993, the Company's net sales grew at a compound annual
growth rate of 46.7%. By the fall of 1994, the Company's order fulfillment and
customer service operations were unable to keep pace with its rapid sales
growth, resulting in a decline in sales growth, an increase in operating
expenses and a substantial decline in profitability. In response, the Company
reorganized its management team in the first quarter of 1995 by accepting the
resignations of and replacing certain officers of the Company. The reorganized
management team implemented a series of initiatives to increase operational
efficiencies and improve customer service to levels necessary to support the
Company's strong and established merchandising organization. Catalog circulation
was reduced and improvements were made in fulfillment center and telemarketing
operations, inventory management and coordination among all facets of the
business.

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<PAGE> 24

million to 196.1 million. This strong performance continued into the first
quarter of 1996, as net income increased from $2.1 million in the first quarter
of 1995 to $6.7 million and net sales increased 13.2%, to $132.0 million.

BUSINESS STRATEGIES

Expand the Company's Core Women's Apparel Business. Chadwick's ability to
consistently deliver high quality merchandise at every day low prices has
created a large base of value-conscious customers. Chadwick's has successfully
increased sales and profitability by expanding the number of styles offered in
its catalog and increasing the assortment of sizes and colors offered with
respect to many items. The Company believes it has a substantial opportunity to
increase sales to existing customers by capturing a greater share of their
apparel purchases. The Company plans to expand its offering of women's apparel
by increasing average page count in its existing catalogs by approximately 20%
over the next three years. The Company anticipates that such expansion will
result in a comparable increase in catalog production costs and have a favorable
impact on sales.

Expand the Company's Complementary Product Offerings. The Company
continually identifies and tests new product categories that are natural
extensions of the Company's existing core women's apparel business. To date, the
Company has tested or offered on a limited basis men's apparel, children's
apparel, women's special sizes, accessories, gifts and cosmetics in certain of
its catalogs. Since the Company began offering complementary products in 1992,
sales of these products have grown to represent 16.2% of total net sales in
1995. Chadwick's believes that a significant opportunity exists to further
increase sales to its core customer base as well as to attract new customers by
expanding these additional product offerings in its existing catalogs.

Develop and Grow New Catalog Concepts. The Company intends to offer in
separate and distinct catalogs complementary products and new product concepts
that have the potential for significant sales growth. In May 1996, the Company
mailed Bridgewater, its first new concept catalog, which offers an assortment of
classic fashions for men and women. To date, customer response to Bridgewater
has exceeded the Company's expectations.

Continue to Refine Catalog Mailing Segmentation Techniques. The Company
plans to further develop and refine its statistical models and analyses to
better target its catalog mailings and more profitably capitalize on its current
customer list of over 10 million names. The Company continually evaluates its
catalog presentation in order to provide the best formats for certain groups of
customers. By refining its catalog mailing segmentation techniques, the Company
hopes to be able to increase its response rate and the dollar amount of
purchases for each catalog mailed.

Expand the Company's Customer Base. The women's retail catalog apparel
market generated approximately $7.6 billion in sales in 1995. The Company
believes that approximately one-third of the adult female population of the
United States or 33 million women meet the Company's target customer profile. As
a result, the Company believes there is opportunity to grow its customer base
and thereby increase sales. The Company intends to achieve such growth by
continuing its aggressive name acquisition program, including the rental of
customer lists and the implementation of advertising campaigns specifically
designed to add new customers.

Increase the Company's Deferred Billing Program. The Company initiated a
deferred billing program in 1995 under which a customer purchases merchandise on
credit but the purchase is not billed to the customer's credit card until a date
90 to 120 days after the catalog is mailed. The Company believes that this "buy
now, pay later" program has contributed to an increase in average order value
and net sales, and intends to expand the use of the program to more of its
catalogs.

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<PAGE> 25

Continue to Improve Order Fulfillment Operations and Inventory
Management. The Company continually evaluates and improves its order
fulfillment operations and inventory management procedures in order to increase
operating efficiencies. As a result of these efforts to date, the Company has
increased its initial and final fulfillment rates and decreased the number of
customer service calls received, the return rate, the average number of days
from order to delivery and fulfillment center expenses (as an absolute number
and as a percentage of sales). Notwithstanding these accomplishments, the
Company believes that there is room for continued improvement in these
operations and intends to pursue such improvements.

Enhance Telemarketing, Customer Service and Management Information
Systems. The Company intends to continue to upgrade its telemarketing and
management information systems in order to enhance its ability to increase
sales, operating efficiency and overall customer service. The Company is
developing a new order taking and customer service system that is designed to
aid telemarketing and customer service representatives by providing them with
on-line catalog information and data on customer orders and past purchases. This
additional information is expected to increase the ability of the Company's
sales representatives to personalize transactions, market additional products
that complement the purchases being made by the customer and recommend
alternatives for items that are back ordered or sold out. The Company believes
the new system will lead to increased productivity by utilizing "universal
agents" to receive both telephone orders and customer service calls. The Company
also continually evaluates its operations to determine ways in which it can
better serve the customer by, among other things, reducing the time it takes to
place and deliver orders. In addition, the Company plans to continue investing
in and enhancing its management information systems in order to improve
efficiencies in the areas of inventory management, fulfillment center
operations, returns processing and finance.

INDUSTRY OVERVIEW

The retail catalog apparel market is estimated to be approximately $11.5
billion, with the retail catalog markets for women's apparel and men's apparel
accounting for approximately $7.6 billion and $3.2 billion of that total,
respectively. Based upon industry sources, from 1994 to 1995, catalog sales of
women's apparel grew 6.1%, as compared to the growth rate of approximately one
percent in the overall women's apparel industry for the comparable period. The
Company believes that retail catalog sales of women's apparel will continue to
increase because the busy lifestyles of today's women demand the convenience and
time savings afforded by catalog shopping. Despite the difficult United States
apparel market over the past few years, Chadwick's has continued to grow its
sales. Based upon its continued strength, the Company believes that it is well
positioned to capitalize on future opportunities for growth.

MERCHANDISING

Since its inception, Chadwick's merchandising strategy has been to deliver
exceptional value to the middle to upper middle income American woman. The
Company offers a broad selection of high quality branded and private label
apparel at prices typically 25% to 50% below the regular prices of department
and specialty retail stores. The Company offers every day low prices and
publishes only two end-of-season clearance catalogs per year.

The Company believes that it has developed a strong and unique franchise
and a well recognized brand name by consistently delivering exceptional value to
its customers through high quality, low prices and broad selection. Chadwick's
believes that its success in executing its merchandising strategy is the result
of its thorough understanding of the Company's target customer, extensive
off-price merchandising experience, powerful catalog presentation, strong
product development and worldwide sourcing capabilities. Chadwick's also
believes that it is distinct in its ability to offer value across its
merchandise lines, which feature a wide array of colors and styles designed to
satisfy its customers' wardrobe needs for career, casual and social wear. The
Company continuously offers merchandise which includes both basic styles and
current fashion. A benefit of Chadwick's merchandising strategy is Chadwick's
ability to shift the mix of its merchan-

23
<PAGE> 26

dise offerings as consumer demand shifts. In general, the Company plans to
increase sales in its core business by offering an expanded selection of women's
apparel through increased page count in its existing catalogs.

The Company continually identifies and tests new product categories that
are natural extensions of the Company's existing core women's apparel business.
To date, the Company has tested or offered on a limited basis men's apparel,
children's apparel, women's special sizes, accessories, gifts and cosmetics in
certain of its catalogs. Since the Company began offering complementary products
in 1992, sales of these products have grown to represent 16.2% of total net
sales in 1995. Chadwick's believes that a significant opportunity exists to
further increase sales to its core customer base as well as to attract new
customers by expanding these additional product offerings in its existing
catalogs. In May 1996, the Company mailed Bridgewater, its first new concept
catalog, which offers an assortment of classic fashions for men and women. To
date, customer response to Bridgewater has exceeded the Company's expectations.

The Company's success in implementing its merchandising strategy is in
large part due to the Company's team approach to merchandising, catalog design
and inventory management. The key members of the Company's merchandising team
have been with the Company for an average of eight years. The Company believes
that its merchandising team's collective experience and negotiating skills,
coupled with the team's knowledge of apparel markets and the Company's target
customer, allows the Company to consistently deliver high value merchandise in
up-to-date basics and current fashion. In an effort to keep the merchandise
offered in the Chadwick's catalog exciting and to seek out the best quality
merchandise, members of the merchandising team travel both abroad and across the
United States several times each year. The Company's merchandising team
continues to identify new fashion trends and new markets and to develop new
products and product classifications to meet customers' needs.

MARKETING

An important element of the Company's marketing strategy is the improved
segmentation of its existing customer files. The Company currently uses customer
file segmentation analyses, based on customers' purchasing histories and other
customer information, to design catalog circulation strategies that increase
customer response rates. As a result, the Company is able to successfully tailor
its catalogs to customer needs by sending different versions of catalogs to
different segments of the customer list. The Company intends to invest in
database and segmentation software to allow it to more efficiently access its
significant customer data bases and to improve its ability to conduct these
analyses.

Chadwick's believes that circulation planning based on more sophisticated
statistical circulation models will increase the effectiveness of catalog
mailings and maximize the productivity of its customer lists. As a result, the
Company is testing increasingly sophisticated statistical circulation planning
models to improve its ability to predict customer purchase behavior based on a
wide range of variables. The Company plans to use these analyses to enhance its
circulation efficiencies.

The Company's catalog is the result of the collaborative effort of its
merchandising, marketing and catalog production teams and outside agencies.
Members of Chadwick's merchandising team select the styles that are to be
included in the catalog and work with outside agencies to select appropriate
fashion models and photo shoot locations. Members of the catalog production team
then work with the outside agencies to determine the ideal size and layout for
each catalog. The Company places great emphasis on page layout because it
believes that appropriate page presentation of its merchandise stimulates
demand. The Company closely manages the catalog production process to control
costs and simultaneously maintain attractive and effective catalog presentation.
The Company has contracts with two printers which cover its production
requirements and afford some protection against certain cost increases.

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<PAGE> 27

The Company utilizes a catalog mailing strategy which is built around the
key apparel selling seasons: spring, summer, fall, winter and Christmas. Each
season has a large mailing followed by a series of smaller mailings in order to
capture incremental sales from the Company's more active customers.
Additionally, the Company mails two end-of-season clearance catalogs, one each
for winter and summer.

Chadwick's customer name acquisition programs are designed to attract new
customers in a cost effective manner. The Company utilizes various sources to
acquire new names, including list rentals, magazine solicitations, promotional
inserts, friends' name cards inserted in mailed catalogs, direct sell campaigns
and reactivation of previous Chadwick's customers.

The Company views the use of credit as an important marketing tool. The
vast majority of the Company's 1995 sales were charged on customers' major
credit cards. In 1995, the Company began offering its customers a deferred
billing program under which a customer purchases merchandise on credit but the
purchase is not billed to the customer's credit card until a date 90 to 120 days
after the catalog is mailed. The Company assumes the risk that after the
deferral period, the purchase cannot be charged to the customer's credit card.
The Company's deferred billing credit losses have been insignificant to date,
due, in part, to the Company's deferred billing procedures that are designed to
limit credit losses. Chadwick's intends to expand the use of this "buy now, pay
later" program. The Company also is investigating other credit marketing
programs as a further method of increasing sales.

CUSTOMER SERVICE AND TELEMARKETING

Providing superior service to customers is a key element of the Company's
strategy. The Company maintains a toll-free telephone service for orders and
other customer needs, emphasizes customer service and friendliness in training
for its telephone sales representatives, and unconditionally guarantees its
merchandise at any time. The Company's return policy provides that if a customer
is not satisfied with a purchase for any reason, the merchandise can be returned
to the Company for a refund or exchange.

The Company's telemarketing facilities are open 24 hours a day, seven days
a week, and have an aggregate of approximately 800 telemarketing and customer
service representatives. In 1995, Chadwick's telemarketing facilities handled
over 11 million calls. The number of representatives staffing these calls varies
greatly during the hours of each day of each selling season, based on
anticipated call volume. During peak and off hours, the Company also uses
outside service providers to satisfy its telemarketing and customer service
requirements. The Company continues to evaluate the manner in which it receives
and services calls to determine the most efficient manner in which to service
its customers.

The Company is developing a new order taking and customer service system
that is designed to aid telemarketing and customer service representatives by
providing them with on-line catalog information and data on customer orders and
past purchases. This additional information is expected to increase the ability
of the Company's sales representatives to personalize transactions, market
additional products that complement the purchases being made by the customer and
recommend alternatives for items that are back ordered or sold out. The Company
believes the new system will lead to increased productivity by utilizing
"universal agents" to receive both telephone orders and customer service calls.
The Company also expects that such a system will permit the Company to process
orders more efficiently by improving communication between the Company's
telemarketing center and fulfillment center.

FULFILLMENT AND DELIVERY

Through its fulfillment and delivery operations, the Company seeks to
provide excellent customer service within a low cost structure.

The Company's commitment to customer service is supported by its
fulfillment and telemarketing centers, located in approximately 700,000 square
feet of space in West Bridgewater, Massachu-

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<PAGE> 28

setts. Designed to process and ship customer orders rapidly and in a cost
effective manner, the fulfillment center uses high speed conveyor belts, bar
code scanning and a sophisticated tilt tray sorter. The facility processed over
11 million shipments in 1995, with in-stock items generally being shipped to
customers within 48 hours of their placement. The Company's fulfillment center
has the capacity to process approximately 40% more sales before any capital
expansion of the center will be required.

The Company attempts to minimize order delivery costs without sacrificing
expedient delivery to customers through careful management of its shipping
techniques. The Company's sorting system segregates packages by zip code and
automatically calculates the weight of each parcel to be shipped. The majority
of the Company's packages are shipped through the USPS.

INVENTORY MANAGEMENT

The Company's inventory management strategy is designed to maintain
inventory levels that provide optimum in-stock positions, while maximizing
inventory turnover rates and minimizing the amount of unsold merchandise at the
end of each season. Chadwick's maintains higher inventory levels for basic
apparel items which are not generally fashion sensitive. Inventory levels for
items with greater fashion risk are maintained at lower levels, with the goal of
selling all such merchandise prior to the end of a season. The Company
historically has been successful in selling its overstock through its
twice-yearly, end-of-season clearance catalogs, through its retail outlet stores
located in Nashua, New Hampshire and Brockton, Massachusetts, and to TJX and
other third parties. During 1995, the Company liquidated approximately $10.6
million of its total inventory liquidations through TJX. See "Relationship with
TJX -- Liquidation."

In order to sustain operating profit and customer service, the Company
carefully balances its inventory to minimize overstock, out-of-stock and back
order inventory conditions, all of which are common in catalog retailing.
Because out-of-stock and back order conditions cannot be eliminated, when these
conditions occur, the Company experiences some order cancellations. Initial
fulfillment increased from 57.1% to 72.3% between 1994 and 1995, and final
fulfillment increased from 86.5% to 90.5% during the same period. See "Business
- -- General."

PURCHASING; SUPPLIERS

The Company conducts its purchasing operations through its office in West
Bridgewater, Massachusetts. The Company's merchandising staff actively monitors
the fashion markets and offering of other catalogs and retail stores in an
effort to ensure that the Company's merchandise offering is competitive in
fashion and price. To improve purchasing efficiency, the Company also relies on
pre-mailing surveys to gauge customer demand for its product offerings.

The Company believes that it has been successful in establishing and
maintaining strong relationships with its suppliers both domestically and
internationally. The Company believes that its purchasing power results in lower
product prices than can be obtained by the Company's lower-volume competitors.
In addition, because of the large number of suppliers and the large volume of
the Company's purchases, the Company is able both to secure alternative sources
for its products and to maintain supply relationships on favorable terms. In
order to maintain flexibility, the Company does not enter into long-term
contracts with its suppliers. In 1995, approximately 34% of the Company's
merchandise was directly imported. Approximately 10% of all merchandise
purchased was directly imported from China. In addition, many of the Company's
domestic vendors import a substantial portion of their merchandise from abroad.
See "Risk Factors -- Dependence on Suppliers; Foreign Sourcing."

COMPETITION

All aspects of the retail apparel industry are highly competitive. The
Company competes with all retail sellers of apparel, including T.J. Maxx and
Marshalls. The Company competes primarily with

26
<PAGE> 29

catalog retailers, department stores and specialty retailers, many of which have
greater financial resources than the Company. In the overall women's apparel
market, competing retail catalogs generally include Spiegel, J.C. Penney, Lands'
End, Victoria's Secret and Newport News. The Company does not believe that it
has any significant competition in the off-price segment of the women's apparel
catalog retail market. However, there can be no assurance that other retailers
of apparel will not decide in the future to enter the Company's market.

Chadwick's competes on the basis of its extensive merchandise selection,
price, product quality and customer service. The Company believes that its
extensive customer list and its reputation for providing quality merchandise at
prices lower than its competitors have enabled it to become the largest catalog
retailer of off-price women's apparel. See "Risk Factors -- Competition."

TRADEMARKS, TRADE NAMES AND LICENSES

The Company is the owner of a number of trademarks and trade names,
including Chadwick's, Chadwick's of Boston, Ltd. and Bridgewater. The Company
also licenses certain other marks from TJX and third parties. While certain of
these licensed names are important to the Company's business, management does
not believe that the loss of any of the licensed marks would have a materially
adverse effect upon the Company's business, financial condition and results of
operations. See "Relationship with TJX -- Trademark Licenses."

EMPLOYEES

As of April 27, 1996, the Company had 2,452 associates, of whom 313 were
full-time salaried associates, 1,388 were full-time hourly associates and 751
were part-time hourly associates. Approximately 992 of the Company's associates
are covered under one of TJX's collective bargaining agreements with the Union
of Needletrades, Industrial and Textile Employees. This agreement expires on
December 31, 1997, and it is expected that the Company will commence
negotiations for a new contract at an appropriate time. The Company considers
its labor relations and overall employee relations to be good.

PROPERTIES

The Company's principal executive offices, telemarketing center, warehouse
and fulfillment center are located in the Company-owned facility in West
Bridgewater, Massachusetts containing approximately 580,000 square feet of
space. The Company leases a 126,000 square foot facility in West Bridgewater,
Massachusetts for returns processing and a customer service center. The Company
also leases from TJX approximately 11,000 square feet and 12,500 square feet of
retail space for its outlet stores in Brockton, Massachusetts and Nashua, New
Hampshire, respectively. See "Relationship with TJX -- Leases." The Company
believes that its existing facilities are adequate to meet its current needs,
and will provide capacity sufficient to handle its anticipated growth for the
next several years.

REGULATORY MATTERS

Chadwick's business, and the catalog industry in general, is subject to
regulation by a variety of state and federal laws relating to, among other
things, advertising, imports and sales taxes. The Federal Trade Commission
regulates the Company's advertising and trade practices and the Consumer Product
Safety Commission has issued regulations governing the safety of the products
the Company sells in its catalogs. The Company also is subject to Department of
Treasury customs regulations with respect to goods that it directly imports,
including customs duties, quotas and other import restrictions. United States
customs duties currently are between 6% and 21% (with an average rate of 12%) of
appraised value on certain imported items of inventory. During 1995,
approximately 34% of Chadwick's inventory was directly imported. See "Risk
Factors -- Dependence on Suppliers; Foreign Sourcing."

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<PAGE> 30

Under current law, catalog retailers are permitted to make sales in states
where they do not have a physical presence without collecting sales tax.
Congress, however, has the power to change these laws. The Company believes that
it collects sales tax in all jurisdictions in which it is currently required to
do so.

LEGAL PROCEEDINGS

The Company is a party to litigation in the ordinary course of business.
The Company does not believe that unfavorable outcomes in such litigation would
have a material adverse effect on its business, financial condition and results
of operations.

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<PAGE> 31

RELATIONSHIP WITH TJX

The Company's assets are held by Chadwick's, Inc., which prior to the
Offering has been a wholly-owned subsidiary of TJX. In connection with the
Offering, TJX will exchange all of the outstanding shares of common stock of
Chadwick's, Inc. for 15,178,847 shares of Common Stock of the Company pursuant
to the terms of the Transfer Agreement among TJX, Chadwick's, Inc. and the
Company (the "Transfer Agreement").

Upon completion of the Offering, TJX will own approximately 39% of the
Company's outstanding Common Stock (approximately 30% if the Underwriters
exercise their over-allotment option in full), and likely will be the Company's
largest stockholder. As a result of its ownership interest, TJX could have
effective control of the vote on matters submitted to stockholders following
completion of the Offering, including the election of directors and the approval
of extraordinary corporate transactions. TJX has advised the Company that it
expects to reduce its ownership interest in the Company over time, subject to
prevailing market and other conditions. Currently, two of the four members of
the Company's Board of Directors are officers and directors of TJX. Either
simultaneously with the completion of the Offering or within six months
thereafter, the Company anticipates that the Board will be increased to seven
members through the addition of three persons who are neither affiliates of TJX
nor associates or officers of the Company.

Historically, the Company's external financing requirements were provided
by TJX. During 1995, the maximum amount the Company borrowed from TJX on a
short-term basis (based on month end borrowing levels) was $116.0 million. The
average interest rate on such borrowings was approximately 7%. Following the
Offering, TJX will have no obligation, and has no intention, to provide any
additional funding or to take any steps to assist the Company to obtain funding.
The Company's future capital requirements will be funded through internally
generated funds, its credit facilities and, to the extent necessary and
feasible, the incurrence of other indebtedness and the sale of equity
securities.

The discussion below includes summaries of the material provisions of the
Transfer Agreement and certain other agreements affecting the relationship
between the Company and TJX (collectively, the "Transactional Documents"). These
summaries do not purport to be complete. Reference is made to the complete
provisions of, and such summaries are qualified in their entirety by reference
to, such Transactional Documents, forms of which are filed as Exhibits to the
Registration Statement of which this Prospectus is a part.

TRANSFER AGREEMENT

Acquisition of Chadwick's, Inc. and Repayment of Indebtedness to TJX. The
Transfer Agreement provides that: (i) in connection with the Offering TJX will
exchange its shares of Chadwick's, Inc. for 15,178,847 shares of Common Stock of
the Company; and (ii) concurrently with the Closing TJX will contribute $20.0
million to the equity of the Company and the Company will repay to TJX the
balance of outstanding intercompany indebtedness over such equity contribution
at such time, which balance is currently estimated to be approximately $50
million. The Company expects to generate the funds for repayment of this
indebtedness entirely from credit facilities which it will establish prior to
the Offering. The amount of the $20 million capital contribution was agreed to
by TJX and the Company after consideration of the general capital requirements
of the Company.

Employee Benefit Plans. The Transfer Agreement contains a number of
provisions pertaining to employee benefit plan matters. Effective as of the
Closing, the Company will establish employee benefit plans substantially similar
to certain plans currently maintained by TJX for associates of the Company,
including the plans described under "Executive Compensation," and, in general,
associates of the Company will cease to participate in the TJX plans. The
Company is not obligated by the Transfer Agreement to duplicate all plans
currently maintained by TJX for Company associates. Pursuant to the Transfer
Agreement, the Company will establish a 401(k) savings program and a pension
program, and assets and liabilities relating to Company associates in the TJX
401(k)

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<PAGE> 32

savings and profit sharing program and the TJX tax-qualified pension plan will
be transferred to corresponding Company-sponsored plans as soon as practicable
after the Closing. In the case of medical and dental benefits, the TJX plans
will remain liable for claims in respect of covered services rendered to Company
associates prior to the Closing, but only if the claims for reimbursable
expenses are submitted for payment to the TJX plan administrator within one year
from the Closing. The Company generally agrees to assume, and to hold TJX
harmless against, all other pre-Closing liabilities with respect to Company
associates under the TJX plans. To the extent TJX makes premium or similar plan
payments and contributions to or on behalf of Company plans in respect of
periods of coverage commencing on or after the Closing, the Company will
reimburse TJX for those payments. In addition, the Transfer Agreement contains
provisions for the issuance of replacement stock options by the Company to
persons who are Company associates on the Closing with respect to the then
unvested component of their TJX stock options, subject to such persons'
surrender of their corresponding unvested TJX stock options. See "Executive
Compensation -- Equity Incentive Plan."

Insurance Claims. The Transfer Agreement contains provisions dealing with
the post-Closing settlement of insured claims with respect to claims under
certain insurance policies maintained by TJX for Chadwick's. The Transfer
Agreement requires that Chadwick's reimburse TJX for the actual costs incurred
by TJX in respect of such claims over a 10-year period following the Closing.
The Company and TJX have agreed to cooperate with respect to all aspects of
administering such insured claims.

Indemnification. The Transfer Agreement provides that TJX will indemnify
the Company for liabilities relating to certain obligations that TJX agreed to
assume with respect to employee benefits and insurance matters pursuant to the
Transfer Agreement, as well as for any breach of any representation, warranty,
covenant or agreement contained in any Transactional Document. Similarly, the
Company agrees to indemnify TJX for liabilities that it agreed to assume with
respect to employee benefits and insurance matters pursuant to the Transfer
Agreement, as well as for any breach of any representation, warranty, covenant
or agreement contained in any Transactional Document. The Transfer Agreement
also provides that each of the Company and TJX will indemnify the other in the
event of certain liabilities arising with respect to the Registration Statement
of which this Prospectus is a part.

SERVICES

Historical Services. In the past, TJX provided certain services,
consisting primarily of data and payroll processing, to the Company. The Company
paid $4.4 million in 1995 for such services. The Company also participated in
numerous benefit plans and insurance plans of TJX and was charged its share of
the costs incurred in connection with these plans. Additionally, in 1995, the
Company paid $461,000 to TJX for administrative support, including financial,
treasury, general legal, tax, audit and human resources.

Services Agreement. Immediately prior to the Offering, TJX and the Company
will enter into a Services Agreement (the "Services Agreement") pursuant to
which TJX will provide following the Offering certain services to the Company,
including data processing, employee benefits administration, insurance claims
management, tax reporting, internal audit, treasury management, investor
relations and other administrative services. Such services generally will be
provided at rates equal to TJX's cost of providing these services. The initial
term for the principal services other than data processing expires at or before
the end of the current fiscal year. The initial term for data processing
services extends through January 30, 1999. Extensions of services may only be
made upon the mutual agreement of the Company and TJX as to the renewal term and
the fees to be charged during such renewal term, except for the Company's right
to continue the term of data processing services for up to one year. In order to
extend the provision of data processing services beyond the initial term for
such services, the Company must request such an extension by July 1, 1997. TJX
is required to use all reasonable efforts to perform the services on a timely
basis and the Company is

30
<PAGE> 33

required to use all reasonable efforts to cooperate with TJX in connection with
the provision of services.

TAX SHARING AND SEPARATION AGREEMENT

In connection with the Offering, the Company, Chadwick's, Inc. and TJX will
enter into a Tax Sharing and Separation Agreement (the "Tax Allocation
Agreement"). Pursuant to the Transfer Agreement and Tax Allocation Agreement,
the net current and deferred income tax obligations of the Company will be
included as a part of the settlement of all other intercompany indebtedness and
the Company will not retain any Federal, state or local income tax liability for
pre-Closing tax periods. Accordingly, TJX will be responsible for all federal,
state and local income taxes with respect to the Company for all periods ending
on or prior to the date of consummation of the Offering and for audit
adjustments to such taxes. The Company will be responsible for all other taxes
owing with respect to the Company. The Company and TJX will make an election
under Section 338(h)(10) of the Code to treat the Exchange Transactions as a
taxable asset purchase with the effect that the tax basis of the Company's
assets will be increased to the deemed purchase price of the assets, and TJX
will report as taxable income or gain the amount of the increase. Although TJX's
continuing ownership interest in the Company will prevent the Company from
amortizing that portion of the basis increase allocable to goodwill or going
concern value, it is expected that the amortizable or depreciable portion of the
additional basis will result in increased income tax deductions and,
accordingly, reduced income taxes payable by the Company. Pursuant to the Tax
Allocation Agreement, the Company will pay to TJX on a dollar-for-dollar basis
any cash tax benefits actually received by the Company, as realized on a
quarterly basis, calculated by comparing the Company's actual taxes to the taxes
that would have been owed by the Company had the increase in basis not occurred
in connection with the Exchange Transaction. In the event any deductions
reflected in a tax benefit payment to TJX are successfully challenged by any
taxing authority, TJX will reimburse the Company for the loss of the tax benefit
and any related interest or penalties imposed upon the Company. Subject to the
next sentence, the tax benefit payments to TJX should have no material adverse
effect on the Company's earnings or cash flow, which should be substantially the
same as they would have been in the absence of the Tax Allocation Agreement and
such election. In the event of certain changes in control of the Company or
certain business combinations or other acquisitions involving the Company, the
tax benefit calculation thereafter will be made without giving effect to any
items of income, expense, loss, deduction or credit for businesses other than
the historic businesses of the Company immediately prior to such event if such
calculation would produce a greater payment to TJX. The Tax Allocation Agreement
provides that the Company will not enter into any transaction a significant
purpose of which is to reduce the amount payable by the Company to TJX under the
Tax Allocation Agreement.

REGISTRATION RIGHTS AGREEMENT

In connection with the Offering, the Company and TJX will enter into a
Registration Rights Agreement (the "Registration Rights Agreement"), which
provides that at any time on or after the date which is six months following the
Closing, TJX will be able to require the Company at the Company's expense except
for underwriting discounts and commissions and fees and expenses of TJX's
separate counsel and accountants, if any, to file up to two registration
statements registering its Common Stock, subject to a right in the Company to
defer such registration if the registration will interfere with a planned
transaction or for certain other reasons. The Registration Rights Agreement also
will entitle TJX, at any time on and after the date which is six months
following the Offering, to include shares of Common Stock owned by TJX in any
public offering of shares of Common Stock by the Company (other than in
connection with certain types of offerings and subject to certain limitations on
the number of shares included in such registration, as determined by the
underwriters of such offering, if any).

31
<PAGE> 34

TRADEMARK LICENSES

In connection with the Exchange Transaction, on a royalty-free basis, TJX
will license to Chadwick's certain trademark rights and intends to transfer to
Chadwick's certain trademark license rights. The terms of such licenses vary
from periods of one to five years.

LEASES

TJX currently subleases property in Brockton, Massachusetts and Nashua, New
Hampshire to the Company subject to TJX's master leases for such locations with
West Plaza Limited Partnership and 231 Realty Associates, respectively. See
"Business -- Properties." In 1995, Chadwick's paid TJX $75,007 under the
Brockton sublease and $64,106 under the Nashua sublease. Chadwick's also paid
TJX $99,695 during 1995 with respect to its use of certain office space in New
York City.

LIQUIDATION

To the extent the Company has had excess inventory in the past which it
wished to liquidate in bulk, it has sold this inventory to TJX and others. The
Company received approximately $14.4 million and $10.6 million in 1994 and 1995,
respectively, from inventory transactions with TJX, and approximately $7.5
million and $9.6 million during those years from inventory transactions with
third parties. All transactions with TJX were effected on an arm's-length basis.
In connection with the Offering, TJX and the Company will enter into an
Inventory Purchase Agreement expiring January 29, 2000, pursuant to which TJX
will be required to offer to purchase inventory with an original retail value of
at least $25 million in the remainder of 1996 and $50 million in each subsequent
year of the agreement, at a price which will produce for TJX for each category
of merchandise a profit upon resale no less than the T.J. Maxx/Marshalls' gross
profit percentage to sales averages for the comparable category of merchandise
for the comparable season one year earlier. If Chadwick's elects not to sell
merchandise at the price offered by TJX, the $50 million commitment level will
be reduced for the remainder of the applicable year by the retail price of such
merchandise.

32
<PAGE> 35

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is information as of June 28, 1996 regarding individuals
who serve or have agreed to serve as directors and executive officers of the
Company. Officers are appointed by, and serve at the discretion of, the Board of
Directors.

<TABLE>
<CAPTION>
POSITIONS WITH DIRECTOR
NAME AGE THE COMPANY TERM EXPIRING
---------------------------------- --- ------------------------ -------------
<S> <C> <C> <C>
Bernard Cammarata(1)(2)........... 56 Chairman 1997
Richard G. Lesser(1)(2)........... 61 Director 1998
Dhananjaya K. Rao................. 47 President and Chief 1999
Executive Officer and
Director
Carol Meyrowitz................... 42 Executive Vice 1999
President -- Merchandising
and Director
John W. Tynan..................... 53 Chief Financial Officer
</TABLE>

- ---------------
(1) Member of Audit Committee

(2) Member of Executive Compensation Committee

BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS

BERNARD CAMMARATA has been a director of the Company since May 1996. He has
been President and Chief Executive Officer of TJX since 1989 and Chairman of the
T. J. Maxx and Marshalls Division of TJX ("The Marmaxx Group") since 1995. He
was Chairman of the T. J. Maxx Division of TJX from 1986 to 1995 and was
Executive Vice President of TJX from 1986 to 1989, President, Chief Executive
Officer and a director of the former TJX subsidiary of TJX from 1987 to 1989,
and President of TJX's T. J. Maxx Division from 1976 to 1986. Mr. Cammarata is a
director of TJX.

RICHARD G. LESSER has been a director of the Company since May 1996. He has
been Executive Vice President of TJX since 1991, Chief Operating Officer of TJX
since 1994 and President of The Marmaxx Group since 1995. Mr. Lesser was Senior
Vice President of TJX from 1989 to 1991, President of the T. J. Maxx Division of
TJX from 1986 to 1994, Senior Executive Vice President -- Merchandising and
Distribution of the T. J. Maxx Division in 1986, Executive Vice President --
General Merchandise Manager of the T. J. Maxx Division from 1984 to 1986, and
Senior Vice President -- General Merchandise Manager of the T. J. Maxx Division
from 1981 to 1984. Mr. Lesser is a director of Reebok International Ltd., a
worldwide manufacturer and distributor of athletic footwear and apparel, and
TJX.

DHANANJAYA K. RAO has been President and Chief Executive Officer and a
director of the Company since May 1996. He also has been Senior Vice President,
Operations and Marketing of Chadwick's, Inc. since January 1995. Previously, Mr.
Rao worked at the T.J. Maxx Division of TJX from 1978 until 1995. His management
positions during such time included Senior Vice President of Distribution and
Financial Planning and Analysis from November 1994 to January 1995, Senior Vice
President of Distribution, Merchandise Planning and Inventory Management from
1991 to 1994, Senior Vice President and Director of Distribution from 1989 to
1991 and Vice President and Director of Distribution from 1981 to 1989.

CAROL MEYROWITZ has been Executive Vice President -- Merchandising and a
director of the Company since May 1996. She also has been Senior Vice President
and General Merchandise Manager of Chadwick's, Inc. since March 1991.
Previously, Ms. Meyrowitz was General Merchandise Manager at Chadwick's, Inc.
from March 1990 to March 1991, and Vice President and Senior

33
<PAGE> 36

Merchandise Manager from January 1989 to March 1990. Prior to that time, Ms.
Meyrowitz was Vice President and Divisional Merchandise Manager of the Hit or
Miss Division of TJX from 1986 to 1989, and she was a Buyer at the Hit or Miss
Division from 1983 to 1986.

JOHN W. TYNAN has been Chief Financial Officer of the Company since May
1996. He also has been Senior Vice President of Finance, MIS and Administrative
Services of Chadwick's, Inc. since February 1996. Previously, Mr. Tynan was Vice
President of Finance of Chadwick's, Inc. from August 1995 to February 1996.
Prior to that time, Mr. Tynan was Executive Vice President and a director of The
Store 24 Companies, Inc. ("Store 24") from October 1989 to 1995, Chief Financial
Officer of Store 24 from 1984 to 1989, and Controller of Child World, Inc. from
1980 to 1984.

BOARD OF DIRECTORS

Director Compensation

Non-employee directors, except for Messrs. Cammarata and Lesser, will be
paid an annual retainer of $20,000, fees of $1,250 for each Board meeting and
$750 for each Committee meeting attended. In addition, the Chairperson of the
Audit Committee and the Chairperson of the Executive Compensation Committee will
be paid $2,500 per annum for their services as such. Directors may participate
in the Company's General Deferred Compensation Plan.

The Company expects to adopt the 1996 Stock Option Plan for Non-Employee
Directors (the "Non-Employee Director Plan"), pursuant to which directors who
are not present or former employees of the Company receive options to purchase
shares of Common Stock (Mr. Cammarata and Mr. Lesser will be ineligible to
receive options under the Non-Employee Director Plan). The Non-Employee Director
Plan will become effective upon the Closing. Pursuant to the Non-Employee
Director Plan, each individual who becomes an eligible director before the first
annual meeting of stockholders of the Company shall receive on the date such
individual becomes an eligible director an option to purchase 3,000 shares of
Common Stock. Thereafter, on the date of each annual meeting of stockholders of
the Company, beginning with the first such meeting following the Closing, each
continuing eligible director shall receive an option to purchase 1,500 shares of
Common Stock and each newly-elected eligible director (other than an eligible
director referred to in the preceding sentence) shall receive an option to
purchase 3,000 shares of Common Stock. A total of 50,000 shares of Common Stock
will be reserved for issuance under the plan, subject to adjustment for stock
splits and similar events. The Non-Employee Director Plan will expire after the
grants made at the annual meeting in 2006, but options then outstanding will
continue in effect according to their terms.

The exercise price of the options is the fair market value of the Common
Stock on the date of grant. Each option is non-transferable except upon death,
expires 10 years after the date of grant and becomes fully exercisable one year
after the date of grant. If the director dies or otherwise ceases to be a
director prior to the date the option became exercisable, that option will
immediately expire. Any vested options will remain exercisable for a period of
three years following retirement after attaining age 65 with at least 10 years
of service as a director or after attaining age 70, 71 or 72 with 9, 8 or 7
years of service, respectively, or following death or disability or three months
following other termination of the individual's status as a director, but in no
event beyond the tenth anniversary of the date of grant. Upon a merger in which
the Company does not survive or a sale of substantially all of the stock of the
Company or a sale of all or substantially all of the Company's assets, or a
dissolution or liquidation of the Company, all options not at the time
exercisable will become immediately exercisable and will terminate upon the
consummation of the transaction.

For federal income tax purposes, options granted under the Non-Employee
Director Plan will be treated as non-statutory options. For a description of
certain federal income tax consequences associated with non-statutory options,
see below, "Executive Compensation -- Equity Incentive Plan."

34
<PAGE> 37

Committees of the Board of Directors

The Company's Board of Directors has established an Audit Committee and an
Executive Compensation Committee.

The Audit Committee will review with management, the internal audit group
and the independent accountants the Company's financial statements, the
accounting principles applied in their preparation, the scope of the audit, any
comments made by the independent accountants upon the financial condition of the
Company and the accounting controls and procedures, and such other matters as
the Committee deems appropriate. The Committee will review with management such
matters relating to compliance with corporate policies as the Committee deems
appropriate.

The Executive Compensation Committee ("ECC") will review salary policies
and compensation of officers and other members of management, approve
compensation plans and compensation of certain officers and other members of
management, and administer certain of the Company's incentive plans. The ECC
also will have responsibility for consideration of the qualifications of and
recommendations to the Board of Directors of nominees to fill Board vacancies
and will consider nominees recommended by stockholders if such recommendations
are in writing and timely filed with the Secretary of the Company.

EXECUTIVE COMPENSATION

The Company's executive officers have participated in TJX's employee
benefit plans. In general, such participation will terminate upon the Closing.
Information contained in the following four tables relates to compensation paid
to the Chief Executive Officer and the other highly compensated executive
officer of the Company for services rendered to the Company when it was a
wholly-owned subsidiary of TJX. Information concerning options and restricted
stock in the tables that follow relate only to TJX's equity incentive plans and
TJX's common stock.

SUMMARY COMPENSATION TABLE

The following table provides information concerning compensation for the
Company's named executive officers for services to the Company for the fiscal
year ended January 27, 1996.

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
AWARDS GRANTED PAYOUTS
ANNUAL COMPENSATION ----------------------- ---------
------------------------------------- RESTRICTED LONG TERM
NAME AND OTHER STOCK SECURITIES INCENTIVE
PRINCIPAL ANNUAL AWARDS UNDERLYING PLAN ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) ($)(2) OPTIONS PAYOUTS COMPENSATION(3)
- --------------- ------ --------- --------- --------------- ---------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dhananjaya K.
Rao........... 1995 $ 165,000 $ 82,500 $ 4,824 -- 4,000 $18,242(4) $ 2,944
President and
Chief
Executive
Officer(5)
Carol
Meyrowitz.... 1995 $ 228,077 $ 114,038 $ 4,824 $ 64,375 3,000 -- $ 3,300
Executive Vice
President --
Merchandising(5)
</TABLE>

- ---------------
(1) Other Annual Compensation includes tax reimbursements associated with car
allowances.

(2) The aggregate number and value (based on $18.875, the closing price of TJX
common stock on the NYSE on January 26, 1996) of shares of restricted stock
held by Ms. Meyrowitz is 5,000 shares and $94,375, respectively. Such shares
will vest immediately prior to the Closing. Upon the Closing Ms. Meyrowitz
will also be paid approximately $16,000 by TJX as a tax equalization payment
in respect of the tax liability that will arise upon the vesting of her
restricted stock.

35
<PAGE> 38

(3) All other compensation includes (a) 1995 Company contributions to the TJX
General Savings/ Profit Sharing Plan of $1,875 for each of Mr. Rao and Ms.
Meyrowitz, and (b) amounts paid by TJX with respect to executive life
insurance in the amounts of $1,069 for Mr. Rao and $1,425 for Ms. Meyrowitz.

(4) The payouts under TJX's Long Range Management Incentive Plan relate to the
performance portions of the 1993 to 1995 award period with respect to the
performance of another division of TJX for which Mr. Rao also performed
services during that period.

(5) Mr. Rao and Ms. Meyrowitz assumed their respective posts in May 1996.

<TABLE>
TJX OPTION GRANTS IN LAST FISCAL YEAR

The following table reports TJX stock option grants awarded between January
28, 1995 and January 27, 1996 to the Company's named executive officers.

<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------------- ANNUAL RATES OF
NUMBER % OF TOTAL STOCK PRICE
OF SECURITIES OPTIONS GRANTED APPRECIATION FOR
UNDERLYING TO TJX EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED(1) FISCAL YEAR (PER SHARE)(1) DATE 5% 10%
- ---- ------------- --------------- -------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Dhananjaya K. Rao.... 4,000 0.7% $12.875 9/06/05 $32,388 $82,077
Carol Meyrowitz...... 3,000 0.5% $12.875 9/06/05 $24,291 $61,558
<FN>

- ---------------
(1) All options were granted with an exercise price equal to the closing price
of TJX common stock on the NYSE on the day of grant. Options vest in equal
annual installments over three years.

(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates required by the Securities and Exchange Commission (the
"Commission"), and therefore are not intended to forecast possible future
appreciation of TJX's stock price at the end of 10 years.
</TABLE>
<TABLE>

AGGREGATED TJX OPTION EXERCISES IN LAST FISCAL YEAR
AND TJX OPTION VALUES

The following table sets forth information with respect to 1995 option
exercises and year-end option values for the Company's named executive officers.

<CAPTION>
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
AT FISCAL-YEAR-END IN-THE-MONEY OPTIONS AT
--------------------------- FISCAL-YEAR-END(1)
SHARES ACQUIRED ON VALUE EXERCISABLE UNEXERCISABLE ---------------------------
NAME EXERCISE (NUMBER) REALIZED ($) # OF SHARES # OF SHARES EXERCISABLE UNEXERCISABLE
- ---- ------------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dhananjaya K.
Rao.......... -- -- 13,680 6,820 $37,625 $24,000
Carol
Meyrowitz.... 5,175 28,178 9,290 5,660 $ 2,728 $18,000
<FN>

- ---------------
(1) The value of unexercised options is the closing price of TJX's common stock
on the NYSE on January 26, 1996 ($18.875), multiplied by the number of
shares underlying the option, less the aggregate exercise price of the
option.

</TABLE>
36
<PAGE> 39

TJX LONG-TERM INCENTIVE PLAN -- PERFORMANCE AWARDS IN LAST FISCAL YEAR

<TABLE>

The following table describes the portion of awards granted to executive
officers under the TJX Long Range Management Incentive Plan ("TJX LRMIP") during
1995 which were subject to performance goals(1).

<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE UNDER NON-STOCK PRICE-BASED PLAN
PERIOD ---------------------------------
UNTIL THRESHOLD TARGET MAXIMUM
NAME PAYOUT ($) ($) ($)
- ---- ----------- --------- ------- -------
<S> <C> <C> <C> <C>
Dhananjaya K. Rao........................... 1995-1997 -- $60,000 $60,000
Carol Meyrowitz............................. 1995-1997 -- $50,000 $50,000
<FN>
- ---------------
(1) The TJX LRMIP operates on the basis of three-year periods. For each period,
the TJX Executive Compensation Committee sets target awards and performance
goals. Performance goals (tied to pre-tax income) are based on company-wide
goals for corporate officers and on divisional goals for divisional
officers, such as Mr. Rao and Ms. Meyrowitz. If three year targets are met
or partially met, up to 100% of the target award will be paid. Awards earned
under the TJX LRMIP are paid in cash.
</TABLE>

AGREEMENTS WITH KEY EXECUTIVE OFFICERS

The Company intends to enter into agreements with Mr. Rao and Ms. Meyrowitz
pursuant to which they would receive varying amounts of severance (up to a
maximum of three years' but at least 12 months' base salary), continuation of
medical and life insurance benefits and prorated benefits under the Company's
Management Incentive Plan (see below) in the event their employment is
terminated by the Company other than for cause (as defined) or by the individual
for "good reason" (as defined). If the individual's employment is terminated by
him or her other than for good reason or by the Company for cause, for a period
of at least one year, he or she may not work for a catalog business dealing
primarily in off-price apparel or for TJX or any of its subsidiaries. During
this period, the individual may neither employ nor solicit the employment of any
employee of the Company.

In the event that, within 24 months following a "change of control" (as
defined), the individual's employment is terminated by the Company other than
for cause or by the individual under certain circumstances (including a
reduction in base salary, a diminution in responsibilities or a relocation of
more than 40 miles), the agreements would provide for an alternative severance
arrangement equal to two years' pay, enhanced retirement benefits, continued
health insurance benefits and two years' continuation of any automobile use or
automobile allowances then in effect. In addition, the agreements would provide
that all outstanding options will vest and prorated benefits under the Company's
Management Incentive Plan and Long Range Management Incentive Plan (see below)
would be accelerated and paid. There is no non-competition covenant in the event
an individual's employment terminates within 24 months following a change of
control, but the prohibition against employment or solicitation of employment of
Company employees would apply.

37
<PAGE> 40

RETIREMENT PLANS

The Company will provide a tax-qualified Retirement Plan for all eligible
employees and a non tax-qualified Supplemental Executive Retirement Plan
("SERP") for certain key employees, including the named executive officers. The
Retirement Plan will credit prior service with the Company or TJX and will
succeed to an appropriate portion of the assets and liabilities of TJX's
tax-qualified retirement plan. SERP will also credit prior service with the
Company and TJX. The following table shows the estimated annual benefit payable
on a straight life annuity basis at normal retirement (age 65) for all employees
eligible for SERP benefits. Benefits payable under SERP are calculated by
deducting the following: benefits received under the Company's Retirement Plan;
primary Social Security benefits; and benefits associated with the employer
contribution under the Company's savings/profit sharing program.

<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS
FOR YEARS OF SERVICE INDICATED(1)
AVERAGE --------------------------------------
ANNUAL EARNINGS(2) 10 YEARS 15 YEARS 20 YEARS OR MORE
------------------------------------------------ -------- -------- ----------------
<S> <C> <C> <C>
$ 100,000..................................... $ 25,000 $ 37,500 $ 50,000
150,000.................................... 37,500 56,250 75,000
200,000.................................... 50,000 75,000 100,000
300,000.................................... 75,000 112,500 150,000
400,000.................................... 100,000 150,000 200,000
500,000.................................... 125,000 187,500 250,000
600,000.................................... 150,000 225,000 300,000
800,000.................................... 200,000 300,000 400,000
1,000,000.................................... 250,000 375,000 500,000
</TABLE>

- ---------------
(1) As of January 27, 1996, the years of service for the following executive
officers under SERP are as follows: Dhananjaya K. Rao, 20; Carol Meyrowitz,
12.5.
(2) Average Annual Earnings includes salary and short term bonuses and is based
on an average of the highest compensation during any five of the last ten
years of employment.

MANAGEMENT INCENTIVE PLAN

The Company's Board of Directors expects to adopt the Management Incentive
Plan ("MIP"). MIP is intended to provide key officers and associates with cash
incentive opportunities based on annual performance goals. MIP will be
administered by the ECC, which has full authority to grant awards, including
selecting the relevant performance criteria thereunder, adjusting performance
goals or award amounts in certain circumstances and amending the terms of the
plan. At the beginning of each fiscal year, the ECC will determine a range of
performance goals from minimum to target to maximum, and determine for each
participant the relative weights of these performance goals and the award
amounts payable upon attainment of the goals. Subject to selection by the ECC,
officers and associates who are key to the annual growth and profitability of
the Company are eligible to participate in MIP. A total of approximately 100
associates are expected initially to participate in MIP. For the Company's
fiscal year ending in 1997, in the case of Company associates currently holding
awards under the TJX Management Incentive Plan, award levels and goals under the
Company's MIP are expected to be the same as those established under the TJX
plan.

LONG RANGE MANAGEMENT INCENTIVE PLAN

The Company's Board of Directors expects to adopt the Long Range Management
Incentive Plan ("LRMIP"). The LRMIP will be administered by the ECC, which has
full authority to grant awards, including selecting the relevant performance
criteria thereunder, to adjust performance criteria or awards in certain
circumstances and to amend the terms of the plan. Awards under LRMIP are
generally made annually for each successive rolling three-year cycle. At the
time of award, the ECC determines a range of performance goals for the
three-year award cycle, from minimum to target to maximum, and for each
participant determines the relative weightings of these performance goals and
the award amounts payable upon attainment of the goals. Subject to selection by
the ECC, officers and associates who are key to the Company's profitable growth
are

38
<PAGE> 41

eligible to participate in LRMIP. A total of approximately 15 officers and
associates are expected to participate initially in LRMIP. For award cycles
ending in 1997, 1998 and 1999, in the case of Company associates currently
holding awards under the TJX LRMIP, award levels and goals under the Company's
LRMIP are expected to be the same as those established under the TJX plan.

DEFERRED COMPENSATION PLAN

The Company's Board of Directors expects to adopt the General Deferred
Compensation Plan (the "Deferred Compensation Plan") to provide directors and
certain select management or highly compensated associates of the Company,
including the named executive officers, an opportunity to defer future
remuneration on a non-qualified basis. In general, under the terms of the
Deferred Compensation Plan participants are permitted to defer future
remuneration through periodic elections that specify the amount to be deferred,
the period of deferral, and the form in which deferred amounts will be paid.
Deferrals are credited to the account of the participant on the books of the
Company and adjusted for notional interest at a rate specified under the
Deferred Compensation Plan. Moneys are not set aside in trust, however, and a
participant's rights to benefits under the Deferred Compensation Plan, prior to
payment, remain those of an unsecured general creditor of the Company.

EQUITY INCENTIVE PLAN

Terms of Equity Incentive Plan

The Company's 1996 Equity Incentive Plan (the "Equity Incentive Plan" or
the "Plan") is expected to be adopted by the Board of Directors prior to the
Closing and approved by TJX, the sole stockholder of the Company having voting
power at the time of adoption. The Plan permits the granting of stock options,
stock appreciation rights (SARs), restricted stock, unrestricted stock, and
other stock-based awards, including loans and cash payments intended to
facilitate exercise or pay taxes.

General. The Plan will be administered by a Committee (which initially
will be the ECC) (the "Committee") which must consist of no fewer than the
minimum number of "disinterested persons" required from time to time under Rule
16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), who shall
be appointed by the Board of Directors. The Committee will have full power to
select, from among the associates eligible for awards, the individuals to whom
awards will be granted, to make any combination of awards to any participants
and to determine the specific terms of each grant, subject to the provisions of
the Plan.

Subject to adjustment for stock splits and similar events, a total of
800,000 shares of Common Stock may be issued under the Plan. Stock options
granted under the Plan in replacement of certain unvested TJX stock options (see
below) are included in and subject to this limit. Awards and shares which are
forfeited, reacquired by the Company or satisfied by a cash payment or otherwise
without the issuance of Common Stock are not counted toward this limitation. The
limitation on shares that may be issued under the Plan applies only to shares
that have become free of any restrictions under the Plan. Shares delivered under
awards in substitution for awards held by employees of companies or businesses
acquired by the Company or its subsidiaries are in addition to the maximum
number of shares authorized under the Plan to the extent that the substitute
awards: (i) are granted to persons whose relationship to the Company does not
make (and is not expected to make) them subject to Section 16(b) of the Exchange
Act; and (ii) are granted in substitution for awards issued under a plan
approved, to the extent then required under Rule 16b-3, by the stockholders of
the predecessor entity. The Plan also limits to 100,000 the number of shares of
stock as to which stock options, other than Company stock options issued in
replacement of certain TJX stock options (see below), may be granted to any
individual in any year. A similar limit applies to the grant of SARs. Any
repricing of a stock option or SAR is treated as an additional grant for
purposes of this limit.

Persons eligible to participate in the Plan are those full- or part-time
officers and other key associates of the Company or its subsidiaries who are
responsible for or contribute to the management, growth or profitability of the
business of the Company, as selected from time to time

39
<PAGE> 42

by the Committee. Persons who are not employees of the Company or a parent or
subsidiary (as those terms are used in Section 422 of the Internal Revenue Code
(the "Code")) are not eligible to receive grants of incentive options, as
defined below. The Plan limits the terms of awards to 10 years and prohibits the
granting of awards more than 10 years after the effective date of the Plan.

Stock Options. The Plan permits the granting of non-transferable stock
options that qualify as incentive stock options ("incentive options") under
Section 422(b) of the Code and stock options that do not so qualify
("non-statutory options"). The exercise price of each option is determined by
the Committee but in the case of an incentive option may not be less than 100%
of the fair market value (110% in the case of a person holding 10% or more of
the outstanding voting power of all classes of stock of the Company or any
subsidiary or parent corporation (a "10 percent stockholder")) of the shares on
the date of grant, and in the case of non-statutory options may not be less than
85% of the fair market value of the shares on the date of grant. Notwithstanding
the foregoing, the Committee may award non-statutory options at less than 85%
(but not less than 50%) of fair market value on the date of grant, provided that
the number of all such options, combined with the number of shares of Restricted
Stock (as defined below) granted with restrictive periods of less than three
years, shall not exceed five percent of the shares of Common Stock reserved for
issuance under the Plan at the time. "Fair market value" as used in this
paragraph is defined to be the last sale price at which Common Stock is traded
on such date as reflected in the NYSE Composite Transactions Index or, where
applicable, the value of a share of Common Stock as determined by the Committee
in accordance with the applicable provisions of the Code.

The term of each option is fixed by the Committee but may not exceed 10
years from the date of grant (five years in the case of an incentive option
granted to a 10 percent stockholder). The Committee determines at what time or
times each option may be exercised, and the Committee may accelerate the
exercisability of options. In the event of termination of employment by reason
of normal retirement, disability or death, an option may thereafter be exercised
(to the extent it was then exercisable) for a period of three years, or such
shorter period as may be specified by the Committee at the time of grant,
subject to the stated term of the option. In the event of termination of
employment for any reason other than normal retirement, disability or death, an
option may thereafter be exercised, to the extent then exercisable, for three
months (or such longer period of up to three years as the Committee determines
at or after the grant date) following termination, subject to the stated term of
the option. However, options cease to be exercisable upon termination for Cause
(as defined in the Plan).

The exercise price of options granted under the Plan must be paid in full
by certified or bank check or other instrument acceptable to the Committee or,
if the Committee so determines, by delivery of shares of unrestricted Common
Stock, valued at their fair market value on the exercise date. The Plan
authorizes the Committee to permit "pyramiding," which involves the exercise of
an option in successive stages using as the payment at each stage shares which
have been acquired under the option in preceding stages.

Stock Appreciation Rights. The Plan also provides for the granting of SARs
which entitle the holder to receive upon exercise an amount in cash or stock
that is equal to or less than the appreciation in the fair market value of the
Common Stock between the date of grant (or measured from the exercise price of
the related stock option, if the SAR is granted in tandem with a stock option)
and the date of exercise, except that in the case of SARs granted to persons
subject to Section 16(b) of the Exchange Act and exercised during certain window
periods prescribed by Rule 16b-3 promulgated under the Exchange Act, the
Committee may establish a different measure of value not in excess of the
highest reported closing price of the Common Stock during such period. In
general, SARs granted in tandem with a stock option are exercisable at the same
time or times and to the same extent as the related stock option. To the extent
a tandem SAR is exercised, the applicable portion of the related stock option is
surrendered, and vice versa. Even where a stock option is not accompanied by an
SAR, the Committee may, if the person exercising the option so requests, cancel
the option in lieu of exercise and pay the holder of the option an amount equal
to

40
<PAGE> 43

the excess of the fair market value of the Common Stock subject to the option
over the exercise price.

Restricted Stock and Unrestricted Stock. The Committee may award shares of
Common Stock subject to such conditions and restrictions as the Committee may
determine ("Restricted Stock"), provided that the duration of overall
restrictions on vesting may not be less than three years (subject to the
Committee's ability to grant limited amounts of Restricted Stock with
restrictions of lesser duration, as described above). The Committee will
determine the purchase price, if any, of shares of Restricted Stock issued under
the Plan.

The Committee may at any time waive such restrictions, including through
accelerated vesting. Shares of Restricted Stock are non-transferable and if a
participant who holds shares of Restricted Stock terminates employment for any
reason (including death) prior to the lapse or waiver of the restrictions, the
Company may require the forfeiture or repurchase of the shares in exchange for
the amount, if any, which the participant paid for them. A holder of Restricted
Stock has all rights of a stockholder with respect to such stock, subject only
to conditions and restrictions generally applicable to Restricted Stock or
specifically set forth in the Restricted Stock award agreement. If so provided
by the Committee, stock options and SARs may be settled with shares of
Restricted Stock.

The Committee may grant shares (at such purchase price, if any, as the
Committee may determine) which are free from any restrictions under the Plan
("Unrestricted Stock").

Deferred Stock. The Committee may also grant awards entitling the holder
to acquire shares of Common Stock in the future without payment. Holders of
deferred stock awards are not treated as stockholders except as to shares
actually received, but the Committee may provide for payments in lieu of
dividends. Rights to receive Common Stock in the future under a deferred stock
award may be conditioned on the satisfaction of performance conditions. The
Committee may accelerate a deferred stock award or waive conditions at any time.
Except as otherwise determined by the Committee, a participant's rights in a
deferred stock award terminate upon termination of employment. If so provided by
the Committee, stock options and SARs may be settled with deferred stock.

Performance Units. The Committee may also award performance units under
the Plan. Performance units entitle the recipient to cash or shares of Common
Stock, or a combination of cash or Common Stock, upon the attainment of
specified performance goals, and may be granted alone or in connection with
other awards. The holder of a performance unit has the rights of a stockholder
only as to shares of Common Stock actually received under the award. Except as
otherwise determined by the Committee, a participant's rights in a performance
unit award terminate upon termination of employment. The Committee may
accelerate payment under a performance unit award or waive conditions at any
time.

Other Awards. The Plan also provides for the grant of other Common
Stock-based awards. These may include securities (including preferred stock of
the Company) convertible into or exchangeable for Common Stock on such
conditions as the Committee may determine. In general, the Committee will
determine the terms of other Common Stock-based awards. The Committee may also
make loans or cash grants to participants in connection with any award under the
Plan to assist in the payment of the exercise price (if any) and the federal
income taxes associated with the grant, vesting or exercise of the award.

Adjustments. The Committee is required to make appropriate adjustments in
connection with outstanding awards to reflect stock dividends, stock splits and
similar events. In the event of a merger, liquidation or similar event, the
Committee in its discretion may provide for substitution or adjustments or may
accelerate or, upon payment or other consideration for the vested portion of any
awards as the Committee deems equitable in the circumstances, terminate such
awards (subject to the provisions described under "Change of Control" below).

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<PAGE> 44

Amendment and Termination. The Board of Directors may at any time amend or
discontinue the Plan and the Committee may at any time amend or cancel awards
(or provide substitute awards at the same or reduced exercise or purchase
prices, including lower-priced awards upon the termination of any then
outstanding awards) for the purpose of satisfying changes in the law or for any
other lawful purpose. However, no such action may adversely affect any rights
under outstanding awards without the holder's consent. Moreover, any amendment
that would cause the Plan to fail to satisfy any then applicable incentive stock
option rules under the Code or any stockholder approval requirements of Rule
16b-3 under the Exchange Act, as such Rule is in effect at the time of such
amendment, shall be ineffective unless approved by the stockholders.

Change of Control. The Plan provides that, in the event of a Change of
Control of the Company, unless otherwise expressly provided at the time of
grant, all stock options will become immediately exercisable. Restrictions and
conditions on Restricted Stock awards, including conditions on the vesting of
shares, will automatically be deemed satisfied only to the extent that the
Committee may determine (whether at or after the time of grant). In addition, at
any time prior to or after a Change of Control, the Committee may accelerate
awards and waive conditions and restrictions on any awards to the extent it may
determine to be appropriate.

Certain Federal Income Tax Consequences

The following discussion is a summary of certain federal income tax
consequences associated with stock option awards under the Plan. It does not
purport to summarize the tax consequences associated with other awards, nor does
it deal with other federal, state, or non-U.S. tax consequences.

Incentive Options. The grant of an incentive option does not produce
taxable income to the optionee or a deduction to the Company. If an incentive
option is exercised while the optionee is employed or within three months
following the termination of employment (twelve months in the case of
termination of employment because of permanent disability), or after the
optionee's death if death occurs during the foregoing periods, exercise of the
option will in general also not produce taxable ordinary income to the optionee
or a deduction to the Company. For alternative minimum tax purposes, however,
such exercise will increase the optionee's "alternative minimum taxable income"
and may result in a liability to pay the alternative minimum tax.

If an incentive option is exercised other than as described above, the tax
consequences will be the same as those described below for non-statutory
options. Also, incentive options will be treated as non-statutory options to the
extent they first become exercisable by an individual in any calendar year for
stock having a fair market value (determined at time of grant) in excess of
$100,000.

If stock acquired upon the exercise of an incentive option is not disposed
of by the participant within two years from the date the option is granted or
within one year after the date the option is exercised, any gain or loss
recognized upon a later disposition of the stock will be capital gain or loss.
If these one-year and two-year holding period requirements are not satisfied,
the participant will realize ordinary income at the time of disposition of the
stock. (A disposition giving rise to such ordinary income is referred to as a
"disqualifying disposition.") Upon a disqualifying disposition, in general, a
participant will realize ordinary income equal to the excess of the fair market
value of the stock on the date of exercise over the exercise price and the
Company will be entitled to an equivalent deduction provided it satisfies
certain reporting requirements. Different rules may apply if the stock received
upon exercise was then subject to a substantial risk of forfeiture. Any
additional gain recognized in the disposition will be a capital gain for which
no deduction will be available. If the disqualifying disposition is a sale or
exchange with respect to which loss (if sustained) would be recognized, then the
amount of ordinary income realized upon the disqualifying disposition (and the
amount of the Company's deduction) will not exceed the excess of the amount
realized on such sale or exchange over the adjusted basis of the stock.

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<PAGE> 45

If a participant exercises an incentive option in whole or in part by
surrendering previously acquired stock, no gain or loss is recognized on the
exchange of the previously-acquired shares unless the exchange results in a
disqualifying disposition of the shares surrendered. Such a disqualifying
disposition may result in the realization of ordinary income.

Non-statutory Options. The grant of a non-statutory option does not
produce taxable income to the optionee or a deduction to the Company. A
participant exercising a non-statutory option realizes ordinary income in the
amount of the difference between the exercise price and the then market value of
the shares, and the Company is entitled to a corresponding deduction (provided
it satisfies applicable reporting requirements). If the stock acquired upon
exercise is subject to a substantial risk of forfeiture, the recognition of
income and the related deduction, as well as the measurement thereof, will be
deferred until the risk of forfeiture lapses, unless the participant properly
files an election with the Internal Revenue Service under Section 83(b) of the
Code.

If a participant exercises a non-statutory option by surrendering
previously-acquired stock, no gain or loss is recognized on the exchange for an
equivalent number of new shares. The participant will realize ordinary income,
and the Company will be entitled to a corresponding deduction, provided it
satisfies applicable reporting requirements, in general equal to the fair market
value of any new shares received in excess of the number of previously-acquired
shares surrendered in the exchange, subject to the special rules described above
applicable to stock that is subject to a substantial risk of forfeiture.

Miscellaneous. The Code imposes a 20% additional tax and denies a
deduction with respect to certain payments in the nature of compensation that
are contingent upon a corporate change in ownership or control. In general and
subject to a number of exceptions, where such payments equal or exceed three
times an individual's average annual taxable compensation from the corporation
for the five years preceding the change in control, all such payments to the
individual in excess of one times the five-year average are subject to the
additional tax and deduction-disallowance penalty. Accelerated vesting of stock
options granted under the Plan, if occurring in connection with a change in
ownership or control of the Company, could result in amounts that would be
treated as payments taken into account for purposes of these limits. The Code
also denies a deduction for remuneration paid to certain executive officers of a
public corporation to the extent such remuneration exceeds $1 million in any
year. There are a number of exemptions under the $1 million deduction limitation
rule, including an exemption for certain performance-based compensation. It is
expected that stock options awarded under the Plan should qualify for the
performance-based exemption, provided the specific requirements of that Section
are satisfied with respect to the particular award.

Certain Replacement Awards to be Issued Under the Equity Incentive
Plan. As of June 25, 1996, persons who will be employees of the Company as of
the Closing held options to purchase an aggregate of 86,435 shares of TJX common
stock under TJX's 1986 Stock Incentive Plan, 28,065 of which shares relate to
options which were vested. Under such plan, outstanding options will terminate
in accordance with their terms following the Closing. In connection with the
Offering, the Company will issue options to purchase shares of Common Stock
under the Equity Incentive Plan in replacement of outstanding TJX options which
are unvested as of the Closing, subject to the termination or relinquishment of
such TJX options. The exercise price and number of replacement options will vary
depending upon the exercise price of the corresponding TJX options. Replacement
options granted under the Equity Incentive Plan will be subject to the same
vesting schedule as the corresponding replaced TJX awards and will otherwise be
subject to the terms of the Equity Incentive Plan.

Certain Option Grants. In connection with the Closing, Mr. Rao and Ms.
Meyrowitz will each receive grants of options under the Equity Incentive Plan to
purchase 50,000 and 40,000 shares of Common Stock, respectively. Such options
will be exercisable at the Offering price and vest with

43
<PAGE> 46

respect to one-third of the option shares upon each of the first three
anniversaries of the date of grant.

INDEMNIFICATION AGREEMENTS

Prior to the completion of the Offering, the Company will enter into
indemnification agreements with each of its directors and executive officers
indemnifying them against expenses, settlements, judgments and fines incurred in
connection with any threatened, pending or completed action, suit, arbitration
or proceeding, where the individual's involvement is by reason of the fact that
he or she is or was a director or officer or served at the Company's request as
a director of another organization (except that indemnification is not provided
against judgments and fines in a derivative suit unless permitted by Delaware
law). An individual may not be indemnified if he or she is found not to have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, except to the extent Delaware
law shall permit broader contractual indemnification. The indemnification
agreements provide procedures, presumptions and remedies designed to
substantially strengthen the indemnity rights beyond those provided by the
Company's Certificate of Incorporation and by Delaware law.

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<PAGE> 47
<TABLE>

OWNERSHIP OF SECURITIES

The following tables set forth certain information as of June 25, 1996
regarding (a) the beneficial ownership of the Company's Common Stock: (i)
immediately prior to the Offering, giving effect to the transactions
contemplated by the Transfer Agreement; and (ii) as adjusted to reflect the sale
of the shares of Common Stock pursuant to the Offering, and (b) the beneficial
ownership of TJX common stock, for each beneficial owner of more than 5% of the
Company's Common Stock, each director of the Company, each named executive
officer of the Company and all directors and executive officers as a group. The
table assumes an Offering price of $17.00 per share of the Company's Common
Stock (the mid-point of the range of the estimated Offering price) and a price
of $32.25 per share for TJX common stock for purposes of adjustments to be made.

<CAPTION>
COMPANY SHARES COMPANY SHARES TJX SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED BENEFICIALLY
PRIOR TO OFFERING AFTER THE OFFERING(1) OWNED(2)
NAME OF BENEFICIAL ---------------------- ------------------------ -------------------
OWNER(3) NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT
- ----------------------- ----------- ------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
The TJX Companies,
Inc.................. 15,178,847 100% 5,918,847 39%(4) N/A N/A
770 Cochituate Road
Framingham,
Massachusetts 01701

Bernard Cammarata...... -- -- -- -- 384,970 *

Richard G. Lesser...... -- -- -- -- 97,670 *

Dhananjaya K. Rao...... -- -- -- -- 8,498 *

Carol Meyrowitz(5)..... -- -- -- -- 5,775 *

All executive officers
and directors as a
group (5 persons).... -- -- -- -- 497,413 *
<FN>

- ---------------
* Less than 1%

(1) Includes options to purchase shares of Common Stock that are currently
exercisable or may be exercisable within 60 days of June 25, 1996 for Mr.
Rao (0) and Ms. Meyrowitz (0).

(2) Includes options to purchase shares of TJX common stock that are currently
exercisable or may be exercisable within 60 days of June 25, 1996 for
Messrs. Cammarata (336,300), Lesser (97,670) and Rao (7,680).

(3) Beneficial ownership as reported in the above table has been determined in
accordance with Rule 13d-3 under the Exchange Act.

(4) Assuming the Underwriters' over-allotment option is not exercised.

(5) Includes 775 shares held by John deBairos, as to which Ms. Meyrowitz
disclaims beneficial ownership. Also includes 5,000 shares of restricted
stock, the restrictions on which will lapse immediately prior to the
Closing.
</TABLE>

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<PAGE> 48

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 15,178,847 shares of
Common Stock issued and outstanding. Of the outstanding shares, 9,260,000 shares
sold pursuant to the Offering (or 10,649,000 shares, assuming the Underwriters'
over-allotment option is exercised in full) will be freely tradeable without
restriction under the Securities Act, except for any shares purchased by an
"affiliate" (as that term is defined under the rules and regulations of the
Securities Act) of the Company. Sales of shares by affiliates of the Company
will be subject to the resale limitations of Rule 144 of the Securities Act. The
remaining 5,918,847 shares (4,529,847 shares if the Underwriters' over-allotment
option is exercised in full) outstanding upon completion of the Offering, all of
which will be owned by TJX, will be "restricted" securities within the meaning
of Rule 144 and will not be able to be sold unless registered under the
Securities Act or sold pursuant to an applicable exemption from registration,
such as Rule 144.

Under Rule 144 as currently in effect, for so long as TJX remains an
affiliate of the Company, it is entitled to sell within any three-month period a
number of shares of Common Stock that does not exceed the greater of 1% of the
then outstanding shares of Common Stock of the Company or the average weekly
trading volume of the Common Stock during the four calendar weeks preceding such
sale. Sales under Rule 144 are subject to certain restrictions relating to
manner of sale, notice and the availability of current public information about
the Company. A person who is not an affiliate of the Company at any time during
the three months preceding a sale, and who has beneficially owned restricted
shares for at least three years (including the holding period of any prior owner
other than an affiliate), would be entitled to sell such shares without regard
to the volume limitations, manner of sale provisions or notice or current public
information requirements of Rule 144.

The Company, its directors and executive officers, and TJX have each agreed
with the Underwriters not to offer, sell, contract to sell or otherwise dispose
of, directly or indirectly, or announce the offering of, or exercise any
registration rights with respect to, or register, cause to be registered or
announce the registration or intended registration of, any shares of Common
Stock or any stock option or other security convertible into, or exchangeable
for, any shares of Common Stock for a period of 180 days from the date of the
Underwriting Agreement without the prior written consent of the Representatives
(as hereafter defined), except for (a) in the case of the Company, Common Stock
issued pursuant to any employee or director benefit plan described herein and
(b) in the case of directors and executive officers, the exercise of stock
options pursuant to benefit plans described herein and shares of Common Stock
disposed of as bona fide gifts.

In connection with the Offering, the Company and TJX will enter into a
Registration Rights Agreement whereby TJX will have certain demand and
incidental registration rights. For a more complete description of the
Registration Rights Agreement, see "Relationship with TJX -- Registration Rights
Agreement."

An additional 50,000 shares of Common Stock will be reserved for issuance
under the Company's Non-Employee Director Plan and 800,000 shares will be
reserved for issuance under the Company's Equity Incentive Plan. The Company
presently intends to file registration statements under the Securities Act to
register Common Stock to be issued pursuant to exercise of options granted or to
be granted under the Company's Non-Employee Director Plan and Equity Incentive
Plan. Common Stock issued after the effective date of such registration
statements upon exercise of outstanding vested options granted pursuant to the
Non-Employee Director Plan and Equity Incentive Plan, other than Common Stock
issued to affiliates of the Company, would be available for immediate resale in
the open market.

Prior to the Offering, there has been no public market for the Common Stock
of the Company, and no predictions can be made of the effect, if any, that the
availability of shares for sale or the actual sale of shares will have on market
prices prevailing from time to time.

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<PAGE> 49

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 35,000,000 shares of
Common Stock, $.01 par value per share, and 5,000,000 shares of Preferred Stock,
$.01 par value per share ("Preferred Stock"). The following summary description
of the Common Stock and the Preferred Stock is qualified in its entirety by
reference to the Company's Certificate of Incorporation included as an exhibit
to the Registration Statement of which this Prospectus forms a part.

COMMON STOCK

Upon completion of the Exchange Transaction, there will be 15,178,847
shares of Common Stock outstanding. A total of 850,000 shares of Common Stock
will be reserved for issuance under the Non-Employee Director Plan and the
Equity Incentive Plan. Holders of Common Stock are entitled to one vote for each
share held of record on all matters to be submitted to a vote of the
stockholders, and do not have cumulative voting rights. Subject to preferences
that may be applicable to any outstanding shares of Preferred Stock, holders of
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors of the Company out of funds
legally available therefor. See "Dividend Policy." Upon the completion of the
Exchange Transaction, all shares of Common Stock will be validly issued, fully
paid and nonassessable and the holders thereof will have no preferences or
conversion, exchange or pre-emptive rights. In the event of any liquidation,
dissolution or winding-up of the affairs of the Company, holders of Common Stock
will be entitled to share ratably in the assets of the Company remaining after
payment or provision for payment of all of the Company's debts and obligations
and liquidation payments to holders of outstanding shares of Preferred Stock, if
any.

PREFERRED STOCK

The Preferred Stock, if issued, would have priority over the Common Stock
with respect to dividends and to other distributions, including the distribution
of assets upon liquidation. The Preferred Stock may be issued in one or more
series without further stockholder authorization, and the Board of Directors is
authorized to fix and determine the terms, limitations and relative rights and
preferences of the Preferred Stock, to establish series of Preferred Stock and
to fix and determine the variations as among series. The Preferred Stock, if
issued, may be subject to repurchase or redemption by the Company. The Board of
Directors, without approval of the holders of the Common Stock, can issue
Preferred Stock with voting and conversion rights (including multiple voting
rights) which could adversely affect the rights of holders of Common Stock. In
addition to having a preference with respect to dividends or liquidation
proceeds, the Preferred Stock, if issued, may be entitled to the allocation of
capital gains from the sale of the Company's assets. Although the Company has no
present plans to issue any shares of Preferred Stock following the closing of
the Offering, the issuance of shares of Preferred Stock, or the issuance of
rights to purchase such shares, may have the effect of delaying, deferring or
preventing a change in control of the Company or an unsolicited acquisition
proposal.

CLASSIFIED BOARD OF DIRECTORS

The Certificate of Incorporation and By-laws of the Company provide for the
Board of Directors to be divided into three classes of directors, as nearly
equal in number as is reasonably possible, serving staggered terms so that
directors' initial terms will expire either at the 1997, 1998 or 1999 annual
meeting of the stockholders. Starting with the 1997 annual meeting of the
stockholders, one class of directors will be elected each year for a three-year
term. See "Management."

The Company believes that a classified Board of Directors will help to
assure the continuity and stability of the Board of Directors and the Company's
business strategies and policies as determined by the Board of Directors, since
a majority of the directors at any given time will have had prior experience as
directors of the Company. The Company believes that such continuity and

47
<PAGE> 50

stability, in turn, will permit the Board of Directors to more effectively
represent the interests of its stockholders.

With a classified Board of Directors, at least two annual meetings of
stockholders, instead of one, generally will be required to effect a change in
the majority of the Board of Directors. As a result, a provision relating to a
classified Board of Directors may discourage proxy contests for the election of
directors or purchases of a substantial block of the Common Stock because the
provision could operate to prevent a rapid change in control of the Board of
Directors. The classification provision also could have the effect of
discouraging a third party from making a tender offer or otherwise attempting to
obtain control of the Company. Under the Company's By-laws a director may be
removed by the stockholders of the corporation only for cause.

ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS
OF DIRECTORS

The By-laws establish an advance notice procedure with regard to the
nomination by the stockholders of the Company of candidates for election as
directors (the "Nomination Procedure") and with regard to other matters to be
brought by stockholders before a meeting of stockholders of the Company (the
"Business Procedure").

The Nomination Procedure requires that a stockholder give written notice,
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the meeting, in
proper form, of a planned nomination for the Board of Directors to the Secretary
of the Company. Detailed requirements as to the form and timing of that notice
are specified in the By-laws. If the President determines that a person was not
nominated in accordance with the Nomination Procedure, such person will not be
eligible for election as a director.

Under the Business Procedure, a stockholder seeking to have any business
conducted at an annual meeting must give written notice, delivered to or mailed
and received at the principal executive offices of the corporation not less than
60 days nor more than 90 days prior to the meeting, in proper form, to the
Secretary of the Company. Detailed requirements as to the form and timing of
that notice are specified in the By-laws. If the President determines that the
other business was not properly brought before such meeting in accordance with
the Business Procedure, such business will not be conducted at such meeting.

Although the By-laws do not give the Board of Directors any power to
approve or disapprove stockholder nominations for the election of directors or
of any other business desired by stockholders to be conducted at an annual or
any other meeting, the By-laws: (i) may have the effect of precluding a
nomination for the election of directors or precluding the conduct of business
at a particular annual meeting if the proper procedures are not followed; or
(ii) may discourage or deter a third party from conducting a solicitation of
proxies to elect its own slate of directors or otherwise attempting to obtain
control of the Company, even if the conduct of such solicitation or such attempt
might be beneficial to the Company and its stockholders.

OTHER PROVISIONS

Special Meetings of the Stockholders of the Company. The Company's By-laws
provide that a special meeting of the stockholders of the Company may be called
only by the President, or by order of the Board of Directors. That provision
prevents stockholders from calling a special meeting of stockholders and
potentially limits the stockholders' ability to offer proposals to the annual
meetings of stockholders, if no special meetings are otherwise called by the
President or the Board.

Amendment of the By-laws. The Company's Certificate of Incorporation
provides that the By-laws only may be amended by the Board of Directors or by a
vote of at least 75% of the outstanding shares of the Company's stock entitled
to vote in the election of directors.

48
<PAGE> 51

No Action by Written Consent. The Company's Certificate of Incorporation
does not permit the Company's stockholders to act by written consent. As a
result, any action to be taken by the Company's stockholders must be taken at a
duly called meeting of the stockholders.

DELAWARE ANTI-TAKEOVER STATUTE

The Company is subject to Section 203 of the DGCL which, with certain
exceptions, prohibits a Delaware corporation from engaging in any of a broad
range of business combinations with any "interested stockholder" for a period of
three years following the date that such stockholder became an interested
stockholder, unless: (i) prior to such date, the Board of Directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder; (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned (a) by persons who are directors and officers and
(b) by employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or (iii) on or after such date, the
business combination is approved by the Board of Directors and authorized at an
annual or special meeting of stockholders by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder. An "interested stockholder" is defined as any person that is (a)
the owner of 15% or more of the outstanding voting stock of the corporation or
(b) an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder.

NEW YORK STOCK EXCHANGE LISTING

The Company has received approval to list its Common Stock on the NYSE
under the symbol CWK.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is The Bank of New
York.

49
<PAGE> 52

UNDERWRITING
<TABLE>

Upon the terms and subject to the conditions set forth in the Underwriting
Agreement, the Company and TJX have agreed that TJX will sell to each of the
Underwriters named below (the "Underwriters"), for whom Salomon Brothers Inc and
Goldman, Sachs & Co. are acting as the Representatives (the "Representatives"),
and each of such Underwriters have severally agreed to purchase from TJX, the
respective number of shares set forth opposite its name below:

<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
- ------------ ----------
<S> <C>
Salomon Brothers Inc.............................................................
Goldman, Sachs & Co. ............................................................
---------
Total.................................................................. 9,260,000
=========
</TABLE>

In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all the
shares of Common Stock offered hereby (other than those subject to the
over-allotment option described below) if any such shares are purchased. In the
event of a default by an Underwriter, the Underwriting Agreement provides that,
in certain circumstances, the purchase commitments of the non-defaulting
Underwriters may be increased or the Underwriting Agreement may be terminated.

The Representatives have advised the Company and TJX that the several
Underwriters propose initially to offer the shares of Common Stock to the public
at the price to public set forth on the cover page of this Prospectus and to
certain dealers at such price less a concession not in excess of $ per
share. The Underwriters may allow and such dealers may reallow a concession not
in excess of $ per share to other dealers. After the initial public
offering, the price to public and such concessions may be changed.

TJX has granted the Underwriters an option, exercisable within 30 days of
the date of this Prospectus, to purchase up to 1,389,000 additional shares of
Common Stock from TJX at the same price per share as the initial 9,260,000
shares of Common Stock to be purchased by the Underwriters. The Underwriters may
exercise such option only to cover over-allotments, if any, incurred in
connection with the Offering. To the extent the Underwriters exercise such
option, each Underwriter will have a firm commitment, subject to certain
conditions, to purchase the same proportion of such additional shares of Common
Stock as the number of shares of Common Stock to be purchased and offered by
such Underwriter in the table above bears to the total number of shares of
Common Stock initially offered by the Underwriters hereby.

Of the Common Stock offered hereby, up to shares may be directed to,
and may be purchased by, employees of the Company and TJX and certain other
persons, subject to certain restrictions of the National Association of
Securities Dealers, Inc. Any of such shares not purchased by such persons will
be offered by the Underwriters to the public on the same basis as the other
shares offered hereby.

The Underwriting Agreement provides that the Company and TJX will indemnify
the several Underwriters, and any person who controls any Underwriter, against
liabilities under the Securities Act or any other law or regulation, common law
or otherwise, with respect to certain untrue statements contained in or
omissions from the Prospectus or the Registration Statement of which it is a
part, or any amendment thereof or supplement thereto, or contribute to payments
the Underwriters may be required to make in respect thereof.

The Company, its directors and executive officers, and TJX have each agreed
with the Underwriters not to offer, sell or contract to sell or otherwise
dispose of, directly or indirectly, or

50
<PAGE> 53

announce the offering of, or exercise any registration rights with respect to,
or register, cause to be registered or announce the registration or intended
registration of, any shares of Common Stock or any stock option or other
security convertible into, or exchangeable for, any shares of Common Stock for a
period of 180 days from the date of the Underwriting Agreement without the prior
written consent of the Representatives except for (a) in the case of the
Company, Common Stock issued pursuant to any employee or director benefit plan
described herein and (b) in the case of directors and executive officers, the
exercise of stock options pursuant to benefit plans described herein and shares
of Common Stock disposed of as bona fide gifts.

The Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.

Prior to this Offering, there has been no public market for the Common
Stock. Accordingly, the initial public offering price for the Common Stock will
be determined by negotiations among the Company, TJX and the Representatives.
Among the factors to be considered in determining the initial public offering
price will be the Company's record of operations, its current financial
condition, its future prospects, the market for its products, the experience of
management, the economic conditions of the Company's industry in general, the
general condition of the equity securities market, the demand for similar
securities of companies considered comparable to the Company and other relevant
factors. There can be no assurance, however, that the prices at which the Common
Stock will sell in the public market after this Offering will not be lower than
the price at which the shares of Common Stock are sold by the Underwriters.

LEGAL MATTERS

The legality of the shares of Common Stock offered hereby will be passed
upon for the Company by Nutter, McClennen & Fish, LLP, Boston, Massachusetts.
Certain legal matters in connection with the sale of the Common Stock offered
hereby will be passed upon for TJX by Ropes & Gray, Boston, Massachusetts, and
for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York.

EXPERTS

The combined balance sheets as of January 28, 1995 and January 27, 1996 and
the combined statements of income, stockholder's equity and cash flow for the
years ended January 29, 1994, January 28, 1995 and January 27, 1996, included in
this Prospectus, have been included herein in reliance on the report of Coopers
& Lybrand L.L.P., independent accountants, given on the authority of that firm
as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement under the Securities Act of
1933, as amended, with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in that
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and its Common Stock, reference is
hereby made to such Registration Statement, exhibits and schedules. Statements
contained in this Prospectus as to the contents of any contract or any other
document are not necessarily complete and in each instance reference is made to
the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects to such
reference. The Registration Statement, including the exhibits and schedules
thereto, can be inspected and copied at the Commission's Public Reference Room,
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following Regional Offices of the Commission: Chicago Regional Office,
Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661
and New York

51
<PAGE> 54

Regional Office, Seven World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained at prescribed rates by mail from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains a Web site (http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding registrants that submit electronic filings to the Commission.

The Company will register its Common Stock under the Exchange Act and, in
accordance with the Exchange Act, thereafter will be required to file reports,
proxy statements and other information with the Commission. Such reports, proxy
statements and information may be inspected and copied at the public reference
facilities maintained by the Commission referenced above. The Company intends to
furnish holders of Common Stock with annual reports that include audited annual
consolidated financial statements and a report thereon by its independent
certified public accountants and quarterly reports containing unaudited
consolidated financial information for each of the first three quarters of each
fiscal year. As long as the Common Stock is listed on the New York Stock
Exchange, such reports, proxy statements and information also can be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.

52
<PAGE> 55

CHADWICK'S OF BOSTON, LTD.

INDEX TO COMBINED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Historical Combined Financial Statements............................................. F-2
Report of Independent Accountants.................................................. F-2
Combined Statements of Income for the fiscal years ended January 29, 1994, January
28, 1995 and January 27, 1996; and the thirteen weeks ended April 29, 1995 and
April 27, 1996 (Unaudited)...................................................... F-3
Combined Balance Sheets as of January 28, 1995 and January 27, 1996; and April 27,
1996 (Unaudited)................................................................ F-4
Combined Statements of Cash Flows for the fiscal years ended January 29, 1994,
January 28, 1995 and January 27, 1996; and the thirteen weeks ended April 29,
1995 and April 27, 1996 (Unaudited)............................................. F-5
Combined Statements of Stockholder's Equity for the fiscal years ended January 29,
1994, January 28, 1995 and January 27, 1996; and the thirteen weeks ended April
27, 1996 (Unaudited)............................................................ F-6
Notes to Combined Financial Statements............................................. F-7
Pro Forma Combined Financial Statements (Unaudited).................................. F-14
Pro Forma Combined Statement of Income for the fiscal year ended January 27,
1996............................................................................ F-15
Pro Forma Combined Statement of Income for the thirteen weeks ended April 27,
1996............................................................................ F-16
Pro Forma Condensed Combined Balance Sheet as of April 27, 1996.................... F-17
Notes to Pro Forma Combined Financial Statements................................... F-18
</TABLE>

F-1
<PAGE> 56

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Chadwick's of Boston, Ltd.:

We have audited the accompanying combined balance sheets of Chadwick's of
Boston, Ltd. and subsidiaries as of January 28, 1995 and January 27, 1996 and
the related combined statements of income, stockholder's equity, and cash flows
for each of the three fiscal years in the period ended January 27, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Chadwick's of Boston,
Ltd. and subsidiaries as of January 28, 1995 and January 27, 1996 and the
combined results of their operations and their cash flows for each of the three
fiscal years in the period ended January 27, 1996 in conformity with generally
accepted accounting principles.

Coopers & Lybrand L.L.P.

Boston, Massachusetts
May 14, 1996, except for
Note I for which the
date is June 25, 1996.

F-2
<PAGE> 57

CHADWICK'S OF BOSTON, LTD.

<TABLE>
COMBINED STATEMENTS OF INCOME
(IN THOUSANDS)
<CAPTION>

FISCAL YEAR ENDED THIRTEEN WEEKS ENDED
------------------------------------------- --------------------------
JANUARY 29, JANUARY 28, JANUARY 27, APRIL 29, APRIL 27,
1994 1995 1996 1995 1996
----------- ----------- ----------- ----------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales..................... $424,276 $432,660 $465,598 $116,611 $131,996
-------- -------- -------- -------- --------
Cost of sales, including
buying and order fulfillment
costs....................... 269,233 271,874 278,868 69,144 73,300
-------- -------- -------- -------- --------
Gross profit............. 155,043 160,786 186,730 47,467 58,696
Selling, general and
administrative expenses,
including catalog and order
processing costs............ 131,439 155,329 160,282 42,387 45,831
-------- -------- -------- -------- --------
Income from operations... 23,604 5,457 26,448 5,080 12,865
Interest expense, net......... 3,378 3,940 6,920 1,542 1,404
-------- -------- -------- -------- --------
Income before income taxes,
extraordinary items and
cumulative effect of
accounting changes.......... 20,226 1,517 19,528 3,538 11,461
Provision for income taxes.... 7,941 255 7,854 1,422 4,764
-------- -------- -------- -------- --------
Income before extraordinary
items and cumulative effect
of accounting changes....... 12,285 1,262 11,674 2,116 6,697
Extraordinary charge, net of
income taxes................ -- (192) (3,338) -- --
Cumulative effect of
accounting changes, net of
income taxes................ 380 -- -- -- --
-------- -------- -------- -------- --------
Net income.................... $ 12,665 $ 1,070 $ 8,336 $ 2,116 $ 6,697
======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE> 58

CHADWICK'S OF BOSTON, LTD.

<TABLE>
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<CAPTION>

JANUARY 28, JANUARY 27, APRIL 27,
1995 1996 1996
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents............................ $ 1,420 $ 1,406 $ 953
Accounts receivable, net of allowance for doubtful
accounts of $479, $2,582 and $3,516,
respectively...................................... 10,056 41,444 63,006
Current deferred taxes and income taxes
recoverable....................................... 9,534 2,624 1,872
Merchandise inventories.............................. 93,993 82,612 69,022
Prepaid expenses, including catalog costs............ 9,499 18,829 13,674
-------- -------- --------
Total Current Assets......................... 124,502 146,915 148,527
-------- -------- --------

Property at Cost:
Land and buildings................................... 29,586 30,563 30,759
Leasehold improvements............................... 4,232 5,873 6,008
Furniture, fixtures and equipment.................... 38,193 41,458 41,605
-------- -------- --------
72,011 77,894 78,372
Less accumulated depreciation and amortization....... 18,888 25,594 27,251
-------- -------- --------
53,123 52,300 51,121
-------- -------- --------
Total Assets........................................... $177,625 $199,215 $199,648
======== ======== ========

Current Liabilities:
Accounts payable..................................... $ 41,961 $ 36,889 $ 34,005
Accrued expenses and other current liabilities....... 38,132 32,183 39,382
-------- -------- --------
Total Current Liabilities.................... 80,093 69,072 73,387
Long-term debt......................................... 45,000 -- --
Loans and advances from TJX............................ 2,391 70,769 60,277
Deferred income taxes.................................. 1,802 2,699 2,612
Commitments (see Note B)
Stockholder's Equity (see Note H)
Common stock, par value $.01, authorized 35,000,000
shares, issued and outstanding 15,178,847 shares..... 152 152 152
Additional paid-in capital........................... -- -- --
Retained earnings.................................... 48,187 56,523 63,220
-------- -------- --------
Total Stockholder's Equity................... 48,339 56,675 63,372
-------- -------- --------
Total Liabilities and Stockholder's Equity............. $177,625 $199,215 $199,648
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE> 59

CHADWICK'S OF BOSTON, LTD.

<TABLE>
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<CAPTION>

FISCAL YEAR ENDED THIRTEEN WEEKS ENDED
------------------------------------------------- ---------------------------
JANUARY 29, JANUARY 28, JANUARY 27, APRIL 29, APRIL 27,
1994 1995 1996 1995 1996
------------- ------------- ------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income.......................... $ 12,665 $ 1,070 $ 8,336 $ 2,116 $ 6,697
Adjustments to reconcile net income
to net cash provided from
operating activities:
Extraordinary charge.............. -- 192 3,338 -- --
Depreciation and amortization..... 4,505 5,699 6,712 1,637 1,659
Other............................. (380) -- 297 225 9
Changes in assets and liabilities:
(Increase) in accounts
receivable................... (2) (4,645) (31,388) (32,850) (21,562)
(Increase) decrease in federal
and state income taxes
recoverable and current
deferred income taxes........ (3,206) (3,310) 9,258 4,810 752
(Increase) decrease in
merchandise inventories...... (14,995) (7,187) 11,381 2,397 13,590
(Increase) decrease in prepaid
expenses..................... (4,020) (1,159) (9,330) (5,921) 5,155
Increase (decrease) in accounts
payable...................... (10,407) 13,503 (5,072) 1,377 (2,884)
Increase (decrease) in accrued
expenses and other current
liabilities.................. 1,973 11,134 (5,949) (6,919) 7,200
Increase (decrease) in deferred
income taxes................. 1,133 621 897 102 (87)
-------- -------- -------- -------- --------
Net cash provided by (used in)
operating activities................ (12,734) 15,918 (11,520) (33,026) 10,529
-------- -------- -------- -------- --------
Cash flows from investing activities:
Property additions.................. (16,203) (10,586) (6,338) (1,623) (490)
-------- -------- -------- -------- --------
Net cash (used in) investing
activities.......................... (16,203) (10,586) (6,338) (1,623) (490)
-------- -------- -------- -------- --------
Cash flows from financing activities:
Proceeds from borrowings of long-
term debt......................... -- 45,000 -- -- --
Principal payments on long-term
debt.............................. (19) (32) -- -- --
Prepayment of long-term debt........ -- (5,774) (50,534) -- --
Increase (decrease) in borrowings
from TJX, net..................... 30,036 (44,317) 68,378 34,321 (10,492)
-------- -------- -------- -------- --------
Net cash provided by (used in)
financing activities................ 30,017 (5,123) 17,844 34,321 (10,492)
-------- -------- -------- -------- --------
Net increase (decrease) in cash and
cash equivalents.................... 1,080 209 (14) (328) (453)
Cash and cash equivalents at beginning
of year............................. 131 1,211 1,420 1,420 1,406
-------- -------- -------- -------- --------
Cash and cash equivalents at end of
period.............................. $ 1,211 $ 1,420 $ 1,406 $ 1,092 $ 953
======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 60

CHADWICK'S OF BOSTON, LTD.

<TABLE>
COMBINED STATEMENTS OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)
<CAPTION>

COMMON
STOCK, ADDITIONAL
PAR VALUE PAID-IN RETAINED
$.01 CAPITAL EARNINGS TOTAL
------------ ---------- -------- --------
<S> <C> <C> <C> <C>
Balance, January 30, 1993................... $152 $-- $34,452 $34,604
Net income................................ -- -- 12,665 12,665
---- --- ------- -------
Balance, January 29, 1994................... 152 -- 47,117 47,269
Net income................................ -- -- 1,070 1,070
---- --- ------- -------
Balance, January 28, 1995................... 152 -- 48,187 48,339
Net income................................ -- -- 8,336 8,336
---- --- ------- -------
Balance, January 27, 1996................... 152 -- 56,523 56,675
Net income (Unaudited).................... -- -- 6,697 6,697
---- --- ------- -------
Balance, April 27, 1996 (Unaudited)......... $152 $-- $63,220 $63,372
==== === ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE> 61

CHADWICK'S OF BOSTON, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS

SUMMARY OF ACCOUNTING POLICIES

BASIS OF PRESENTATION: Chadwick's, Inc., which holds the assets of the
Chadwick's of Boston catalog, is a wholly-owned subsidiary of The TJX Companies,
Inc. ("TJX"). Just prior to the planned stock offering (see Note I), TJX intends
to exchange its ownership in Chadwick's, Inc. for all of the outstanding shares
of Chadwick's of Boston, Ltd. (the "Company"). These combined financial
statements include the operating results of the Chadwick's of Boston catalog and
its related trademark subsidiary.

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

DESCRIPTION OF BUSINESS: The Company is an off-price catalog operator
which sells primarily women's career, casual and social apparel through its
Chadwick's of Boston catalog.

FISCAL YEAR: The Company's fiscal year ends on the last Saturday in
January. The fiscal years ended January 29, 1994, January 28, 1995 and January
27, 1996 each included 52 weeks.

REVENUE RECOGNITION: The Company recognizes sales and the related cost of
sales at the time the merchandise is shipped to customers. The Company allows
for merchandise returns at the customer's discretion, and provides an allowance
for returns based on projected merchandise returns. The Company offers a
deferred billing program under which the Company does not charge the credit card
of a customer who requests the program and purchases merchandise on credit until
approximately 90 to 120 days after the mailing of the catalog from which the
merchandise is purchased. An allowance for doubtful accounts is established as
deferred billing sales are recorded based upon projected future credit losses.

MERCHANDISE LIQUIDATIONS: The Company writes down the value of merchandise
identified for liquidation to its net realizable value and reflects the
transaction net in cost of sales. The Company received $29.7 million, $21.9
million and $20.2 million, for the fiscal years ended January 1994, 1995 and
1996, respectively, with respect to liquidated merchandise.

CASH AND CASH EQUIVALENTS: The Company generally considers highly liquid
investments with a maturity of three months or less at time of purchase to be
cash equivalents. The Company's investments are primarily time deposits with
major banks. Fair value of cash equivalents approximates carrying value.

MERCHANDISE INVENTORIES: Inventories are stated at the lower of cost or
market. The Company primarily uses the retail method for valuing inventories on
the first-in first-out basis.

PREPAID CATALOG EXPENSES: Catalog costs are capitalized as incurred and
amortized over the period the catalog generates revenue which generally does not
exceed four months. Prepaid catalog expenses were $7.9 million and $16.7 million
as of January 28, 1995 and January 27, 1996, respectively.

DEPRECIATION AND AMORTIZATION: For financial reporting purposes, the
Company provides for depreciation and amortization of property principally by
the use of the straight-line method over the estimated useful lives of the
assets. Leasehold costs and improvements are generally amortized over the lease
term or their estimated useful life, whichever is shorter. Maintenance and
repairs are charged to expense as incurred. Upon retirement or sale, the cost of
disposed assets and the related depreciation are eliminated and any gain or loss
is included in net income.

NEW ACCOUNTING STANDARDS: During 1995, the Financial Accounting Standards
Board (FASB) issued FASB Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Assets to be Disposed of " and FASB Statement No. 123,
"Accounting for Stock Based Compensation." The Company will implement the new
standards in its fiscal year ending January 25, 1997 and

F-7
<PAGE> 62

CHADWICK'S OF BOSTON, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

it expects that the impact of implementation will be immaterial. The Company
plans to adopt the disclosure only provisions of FASB Statement No. 123.

ACCOUNTING CHANGES: Effective January 31, 1993, TJX adopted Statement of
Financial Accounting Standards (SFAS) No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions." The Company recorded its share of
a one-time implementation charge of $79,000, net of taxes of $51,000, as a
cumulative effect of accounting change.

In addition, effective January 31, 1993, TJX also implemented Statement of
Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes." The
amount applicable to the Company resulted in an after-tax gain of $459,000 which
was also recorded as a cumulative effect of accounting change.

INTERIM FINANCIAL INFORMATION: The combined financial statements for the
thirteen weeks ended April 29, 1995 and April 27, 1996 are unaudited but include
all adjustments (consisting only of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the results for
the interim period.

A. RELATED PARTY TRANSACTIONS

TJX loans funds to the Company on an as needed basis. The Company pays
interest to TJX on its intercompany balance, net of its cash balance, on a
monthly basis. At the beginning of a fiscal year, the intercompany balance is
determined to be long-term and interest is charged on that balance at a rate
determined annually by TJX. The long-term intercompany balance was $16.7 million
for the fiscal year ended January 29, 1994, $46.7 million for the fiscal year
ended January 28, 1995 and $2.4 million for the fiscal year ended January 27,
1996. The long-term interest rate was 9.0%, 8.0% and 8.5%, in the fiscal years
ended January of 1994, 1995 and 1996, respectively.

In addition to the above, interest is charged or credited to the Company
each month on the difference between its long-term intercompany balance and the
intercompany balance, net of cash at the end of the month. Interest income on
this portion of the intercompany balance which represents funds invested with
TJX is credited at a rate which approximates TJX's short-term investment rate.
Interest expense on this portion of the intercompany balance which represents
borrowings from TJX is charged at a rate which approximates TJX's short-term
borrowing rate. During the past three years, the maximum amounts the Company has
borrowed from TJX on a short-term basis (based on month end borrowing levels)
were $66.2 million in the fiscal year ended January 29, 1994, $18.6 million in
the fiscal year ended January 28, 1995 and $116.0 million in the fiscal year
ended January 27, 1996. The average short-term interest rate on its borrowings
was approximately 4%, 5% and 7% in the fiscal years ended January of 1994, 1995
and 1996, respectively.

TJX provides certain services to the Company, primarily data processing and
payroll processing. The Company pays a charge which it believes approximates the
costs incurred by TJX. The Company paid $2.6 million, $3.3 million and $4.4
million in the fiscal years ended January of 1994, 1995 and 1996, respectively,
for these services. The Company also participates in numerous benefit plans and
insurance plans of TJX and is charged its share of the costs incurred in
connection with the plans.

Additionally, the Company pays a charge to TJX for administrative support,
including financial, treasury, general legal, tax, audit and human resources.
The Company pays an annual fee equal to 0.1% of its budgeted sales for these
services. The Company paid $409,000, $504,000 and $461,000 for the fiscal years
ended January of 1994, 1995 and 1996, respectively.

The Company also enters into several transactions with other operating
divisions of TJX. In the fiscal years ended January of 1994, 1995 and 1996, TJX
purchased liquidated merchandise from the

F-8
<PAGE> 63

CHADWICK'S OF BOSTON, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Company of $24.2 million, $14.4 million, and $10.6 million, respectively.
Accounts receivable as of January 28, 1995 and January 27, 1996 includes $2.5
million and $1.2 million, respectively due from TJX with respect to liquidated
merchandise. Also, the Company leased certain buying, warehouse and distribution
space and two outlet locations from TJX for which the Company paid $206,000,
$251,000 and $289,000 in the fiscal years ended January of 1994, 1995 and 1996,
respectively.

B. COMMITMENTS AND CONTINGENCIES

The Company is committed for a limited number of leases, primarily for the
rental of real estate. The real estate leases range up to five years and have
variable renewal options. In addition, the Company is generally required to pay
insurance, real estate taxes and other operating expenses. The following is a
schedule of future minimum lease payments for the Company as of January 27,
1996:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED JANUARY, OPERATING LEASES
-------------------------------------------------------------------- ----------------
<S> <C>
1997................................................................ $ 497,000
1998................................................................ 523,000
1999................................................................ 135,000
2000................................................................ 66,000
2001................................................................ 66,000
Later years......................................................... 44,000
----------
Total minimum lease payments........................................ $1,331,000
==========
</TABLE>

Rental expense under operating leases amounted to $1,174,000, $996,000 and
$1,147,000 for the fiscal years ended January of 1994, 1995 and 1996,
respectively.

The Company had outstanding letters of credit in the amount of $19.1
million as of January 27, 1996. The letters of credit are issued for the
purchase of inventory.

C. INCOME TAXES

The Company is included in the consolidated federal income tax return of
TJX and, where applicable, is consolidated for state reporting purposes. The
current income tax provision charged to the Company by TJX is based on the cost
or benefits the Company provides in the consolidated tax returns. The deferred
tax provision is computed based upon the differences between the tax basis of
the Company's assets and liabilities and the reported amounts in the financial
statements. The Company believes the income tax provision is representative of
the Company's tax provision as if it was a stand-alone company.

The provision for income taxes includes the following:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY,
-------------------------------
1994 1995 1996
------ ----- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal............................................ $5,947 $ 336 $1,793
State.............................................. 1,959 (162) 542
Deferred:
Federal............................................ 41 62 4,212
State.............................................. (6) 19 1,307
----- ----- -----
Provision for income taxes........................... $7,941 $ 255 $7,854
===== ===== =====
</TABLE>

F-9
<PAGE> 64

CHADWICK'S OF BOSTON, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The Company has a net deferred tax (asset) liability as follows:

<TABLE>
<CAPTION>
JANUARY 29, JANUARY 28, JANUARY 27,
1994 1995 1996
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Deferred tax assets:
Inventory.................................... $ 3,712 $ 5,825 $ 3,371
Reserve for customer returns................. 3,622 3,419 3,632
All other.................................... 4,072 2,825 3,000
------ ------ ------
Total deferred tax assets...................... 11,406 12,069 10,003
------ ------ ------
Deferred tax liabilities:
Property and equipment....................... 2,419 3,071 3,074
Capitalized catalog costs.................... 3,434 3,091 6,924
Other........................................ 770 1,204 821
------ ------ ------
Total deferred tax liabilities................. 6,623 7,366 10,819
------ ------ ------
Net deferred tax (asset) liability............. $(4,783) $(4,703) $ 816
====== ====== ======
</TABLE>

The following is a reconciliation of the federal statutory income tax rate
to the effective income tax rate:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY,
--------------------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Statutory federal income tax rate.......................... 35% 35% 35%
Permanent differences, primarily charitable
contributions of inventory.......................... (2) (12) (1)
State income taxes, net of federal benefit............ 6 (6) 6
-- --
---
Effective income tax rate.................................. 39% 17% 40%
== === ==
</TABLE>

D. PENSION PLANS AND OTHER RETIREMENT BENEFITS

The Company participates in TJX's non-contributory defined benefit
retirement plan. The TJX plan covers the majority of full-time employees who
have attained 21 years of age and have completed one year of service. Benefits
are based on compensation earned in each year of service. TJX also has an
unfunded supplemental retirement plan which covers certain key employees of the
Company and provides additional retirement benefits based on average
compensation. Pension expenses paid by the Company to TJX amounted to $101,000,
$195,000 and $256,000 in the fiscal years ended January of 1994, 1995 and 1996,
respectively.

TJX does not segregate plan assets or liabilities by participating
subsidiary company, and as a result, the following tables reflect the periodic
pension cost and funded status of the TJX plan.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY
1994 1995 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost............................................ $ 3,375 $ 4,554 $ 3,920
Interest cost on projected benefit obligation........... 5,995 6,526 6,915
Actual return on assets................................. (12,188) 4,545 (15,215)
Net amortization and deferrals.......................... 5,760 (11,600) 9,384
-------- -------- --------
Net periodic pension cost............................... $ 2,942 $ 4,025 $ 5,004
======== ======== ========
</TABLE>

F-10
<PAGE> 65

CHADWICK'S OF BOSTON, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
JANUARY 28, JANUARY 27,
1995 1996
----------- -----------
IN THOUSANDS
<S> <C> <C>
Accumulated benefit obligation, including vested benefits of $71,592
and $81,296....................................................... $ 77,256 $ 91,606
-------- --------
Projected benefit obligation........................................ 82,297 97,891
Plan assets at fair market value.................................... 66,454 71,792
-------- --------
Projected benefit obligation in excess of plan assets............... 15,843 26,099
Unrecognized net gain (loss) from past experience different from
that assumed and effects of changes in assumptions................ (1,897) (7,563)
Prior service cost not yet recognized in net periodic pension
cost.............................................................. (1,127) (1,035)
Unrecognized net asset (obligation) as of initial date of
application of SFAS No. 87........................................ (568) (745)
-------- --------
Accrued pension cost................................................ $ 12,251 $ 16,756
======== ========
Weighted average discount rate...................................... 8.25% 7.00%
Rate of increase on future compensation levels...................... 4.50% 4.00%
Expected long-term rate of return on assets......................... 9.50% 9.00%
</TABLE>

The Company also participates in TJX's 401(k) plans which match a portion
of employee contributions. The Company's match for employee contributions was
$158,000, $191,000 and $186,000 in the fiscal years ended January of 1994, 1995
and 1996, respectively.

The TJX postretirement benefit plan is unfunded and provides limited
postretirement medical and life insurance benefits to associates who participate
in TJX's retirement plan and who retire at age 55 or older with 10 years or more
of service. The postretirement expense paid by the Company was $28,000, $75,000
and $81,000 in the fiscal years ended January of 1994, 1995 and 1996,
respectively.

TJX does not segregate plan liabilities by participating subsidiary
company, and as a result, the following tables reflect the periodic
postretirement benefit cost and funded status of the TJX plan.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY
----------------------------
1994 1995 1996
------ ------ ------
IN THOUSANDS
<S> <C> <C> <C>
Service cost................................................... $ 476 $ 952 $ 757
Interest cost on accumulated benefit obligation................ 820 963 1,046
Net amortization............................................... -- 88 --
------- ------- -------
Net periodic postretirement benefit cost....................... $1,296 $2,003 $1,803
======== ======== ========
</TABLE>

F-11
<PAGE> 66

CHADWICK'S OF BOSTON, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
JANUARY 28, JANUARY 27,
1995 1996
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Accumulated postretirement obligation:
Retired associates........................................ $ 6,394 $ 6,731
Fully eligible active associates.......................... 712 1,146
Other active associates................................... 5,168 7,861
------- -------
Accumulated postretirement obligations...................... 12,274 15,738
Unrecognized net gain (loss) due to change in assumptions... (149) (2,676)
------- -------
Accrued postretirement benefits............................. $12,125 $13,062
======= =======
Discount rate............................................... 8.25% 7.00%
Medical inflation rate...................................... 5.00% 5.00%
</TABLE>

E. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The major components of accrued expenses and other current liabilities are
as follows:

<TABLE>
<CAPTION>
JANUARY 28, JANUARY 27,
1995 1996
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Employee compensation and benefits.......................... $ 2,314 $ 3,727
Reserve for customer returns................................ 8,266 8,780
Customer prepayments........................................ 13,495 8,372
All other................................................... 14,057 11,304
------ ------
Accrued expenses and other current liabilities.............. $38,132 $32,183
====== ======
</TABLE>

F. SUPPLEMENTAL CASH FLOW INFORMATION

The Company's cash payments for interest expense and income taxes are as
follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JANUARY,
---------------------------------
1994 1995 1996
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash paid for:
Interest expense................................ $ 3,378 $3,657 $7,247
Income taxes.................................... 11,196 3,204 3,078
</TABLE>

G. DEBT

During the fiscal year ended January 28, 1995, the Company secured a
10-year $45 million real estate mortgage on its fulfillment center (guaranteed
by TJX), at 8.73% annual interest. The proceeds were used to prepay the $5.4
million outstanding mortgage on the facility, with the balance of the proceeds
used to repay advances from TJX. The early retirement of the $5.4 million
mortgage resulted in an after-tax extraordinary charge of $192,000 ($325,000
pre-tax) in the fiscal year ended January 28, 1995. In the fiscal year ended
January 27, 1996, the Company prepaid its $45 million real estate mortgage on
the fulfillment center in connection with TJX's purchase of Marshalls and
incurred an extraordinary after-tax charge of $3.3 million ($5.6 million
pre-tax) on the early retirement of this debt.

Information relating to the Company's borrowings from TJX is described in
Note A.

F-12
<PAGE> 67

CHADWICK'S OF BOSTON, LTD.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

H. CAPITAL STOCK

The historical capitalization of the Company has been retroactively
restated to reflect the anticipated issuance of 15,178,847 shares of Common
Stock for all periods presented in order to reflect the equity of the Company on
an ongoing basis as a result of a planned initial public offering of Common
Stock (See Note I). The Company's authorized capital stock also includes
5,000,000 shares of Preferred Stock, $.01 par value per share.

I. SUBSEQUENT EVENTS

In May 1996 the Company filed a registration statement with the Securities
and Exchange Commission with respect to an initial public offering (the
"Offering") of its Common Stock. The Offering contemplates the sale by TJX of
approximately 61% of the outstanding Common Stock (approximately 70% if the
Underwriters exercise their over-allotment option in full) of the Company.

The Company has a commitment from two banks to provide to the Company a
three-year term loan for $30 million and a three-year revolving credit facility
of up to $120 million to meet its ongoing working capital needs. In addition,
the Company is also negotiating with a financial institution to sell certain
deferred billing receivables.

The Company intends to adopt a 1996 Equity Incentive Plan (the "1996
Plan"). This plan permits the granting of stock options, restricted stock,
unrestricted stock and other stock-based awards. The Company intends to reserve
800,000 shares of Common Stock for issuance under this plan. The Company also
intends to adopt a Non-Employee Director Plan and intends to reserve 50,000
shares of Common Stock for issuance under this plan.

Certain members of management also participate in the TJX stock option
plan. As of June 25, 1996, these individuals held a total of 86,439 options to
purchase TJX stock (of which 28,065 were exercisable). Upon completion of the
Offering, the Company intends to issue options of equal value under the 1996
Plan to replace unvested options held by management under the TJX stock option
plan.

F-13
<PAGE> 68

CHADWICK'S OF BOSTON, LTD.

PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

The following Unaudited Pro Forma Combined Financial Statements of
Chadwick's of Boston, Ltd. give effect to: (i) the contribution of $20 million
to the equity of Chadwick's, Inc., by TJX through forgiveness of intercompany
indebtedness and (ii) the repayment by Chadwick's, Inc. to TJX of the balance of
its outstanding intercompany indebtedness in excess of such equity contribution.

Proceeds for repayment of the intercompany indebtedness and subsequent
working capital needs will be funded by the Company's new financing
arrangements. The Company has received a commitment from two banks to provide
the Company with a three-year credit facility composed of a $30 million term
loan and a revolving line of credit of up to $120 million. The Company also has
signed an engagement letter with a financial institution contemplating a
three-year revolving deferred billing receivables purchase facility. The
facility initially will be funded in the amount of $50 million. The Pro Forma
Combined Financial Statements assume that the deferred billing facility is in
place. In addition, the repayment of the April 27, 1996 intercompany
indebtedness is assumed to be funded first by the $30 million term loan and then
by the sale of receivables under the deferred billing facility.

The Pro Forma Combined Financial Statements assume that these transactions
occurred at the beginning of the fiscal year ending January 27, 1996 for the Pro
Forma Combined Statements of Income and as of April 27, 1996 for the Pro Forma
Combined Balance Sheet. In the opinion of management of the Company, all
adjustments necessary to present fairly such Pro Forma Combined Financial
Statements have been made.

The Unaudited Pro Forma Combined Financial Statements should be read in
conjunction with the historical financial statements and the notes thereto
included elsewhere in this Prospectus. The Unaudited Pro Forma Combined
Statements of Income are not necessarily indicative of what actual results of
operation would have been had these transactions occurred at the beginning of
the respective periods nor do they purport to indicate the results of future
operations of the Company.

F-14
<PAGE> 69

CHADWICK'S OF BOSTON, LTD.

PRO FORMA COMBINED STATEMENT OF INCOME (UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
JANUARY 27, 1996
------------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ------------ ---------
<S> <C> <C> <C>
Net sales.............................................. $ 465,598 $ 465,598
-------- --------
Cost of sales, including buying and order fulfillment
costs................................................ 278,868 278,868
-------- --------
Gross profit...................................... 186,730 186,730
Selling, general and administrative expenses, including
catalog and order processing costs................... 160,282 1,700(2) 161,982
-------- --------
Income from operations............................ 26,448 24,748
Interest expense, net.................................. 6,920 (1,120)(1) 5,800
-------- --------
Income before income taxes and extraordinary item...... 19,528 18,948
Provision for income taxes............................. 7,854 (238)(3) 7,616
-------- --------
Income before extraordinary item....................... 11,674 11,332
Extraordinary charge, net of income taxes.............. (3,338) (3,338)
-------- --------
Net income............................................. $ 8,336 $ 7,994
======== ========
Pro forma earnings per share amounts:
Income before extraordinary item.................. $.74
========
Net income........................................ $.52
========
</TABLE>

The accompanying notes are an integral part of the Unaudited Pro Forma Combined
Statement of Income.

F-15
<PAGE> 70

CHADWICK'S OF BOSTON, LTD.

PRO FORMA COMBINED STATEMENT OF INCOME (UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
APRIL 27, 1996
------------------------------------------
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ------------ ---------
<S> <C> <C> <C>
Net sales.............................................. $ 131,996 $ 131,996
-------- --------
Cost of sales, including buying and order fulfillment
costs................................................ 73,300 73,300
-------- --------
Gross profit...................................... 58,696 58,696
Selling, general and administrative expenses, including
catalog and order processing costs................... 45,831 400(2) 46,231
-------- --------
Income from operations............................ 12,865 12,465
Interest expense, net.................................. 1,404 (344)(1) 1,060
-------- --------
Income before income taxes............................. 11,461 11,405
Provision for income taxes............................. 4,764 (23)(3) 4,741
-------- --------
Net income............................................. $ 6,697 $ 6,664
======== ========
Pro forma net income per common share.................. $.44
========
</TABLE>

The accompanying notes are an integral part of the Unaudited Pro Forma Combined
Statement of Income.

F-16
<PAGE> 71

CHADWICK'S OF BOSTON, LTD.

PRO FORMA COMBINED CONDENSED BALANCE SHEET (UNAUDITED)

APRIL 27, 1996

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ------------- ---------
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents....................... $ 953 18,878(4) $ 19,831
Accounts receivable............................. 63,006 (34,200)(4) 28,806
Current deferred taxes.......................... 1,872 1,872
Merchandise inventories......................... 69,022 69,022
Prepaid expenses................................ 13,674 13,674
-------- --------
Total Current Assets.................... 148,527 133,205
Property, net of depreciation..................... 51,121 51,121
Other assets...................................... -- 2,075(3) 2,075
-------- --------
Total Assets...................................... $ 199,648 $ 186,401
======== ========
Current Liabilities:
Short-term debt................................. $ -- $ --
Accounts payable................................ 34,005 34,005
Accrued expenses and other current
liabilities.................................. 39,382 (2,970)(2) 36,412
-------- --------
Total Current Liabilities............... 73,387 70,417
Long-term debt.................................... -- 30,000(3) 30,000
( (20,000)(1)
Loan from TJX..................................... 60,277 ( 2,970(2) --
( (27,925)(3)
( (15,322)(4)
Deferred income taxes............................. 2,612 2,612
Stockholder's Equity:
Common stock, par value $.01, authorized
35,000,000 shares, issued and outstanding
15,178,847 shares............................... 152 152
Additional paid-in capital........................ -- 20,000(1) 20,000
Retained earnings................................. 63,220 63,220
-------- --------
Total Stockholder's Equity.............. 63,372 83,372
-------- --------
Total Liabilities and Stockholder's Equity........ $ 199,648 $ 186,401
======== ========
</TABLE>

The accompanying notes are an integral part of the Unaudited Pro Forma Combined
Condensed Balance Sheet.

F-17
<PAGE> 72

CHADWICK'S OF BOSTON, LTD.

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO PRO FORMA COMBINED CONDENSED BALANCE SHEET

(1) To record TJX's contribution of $20 million to the equity of
Chadwick's, Inc. through the forgiveness of $20 million of
intercompany indebtedness.

(2) To record transfer to TJX of current income taxes payable through
the intercompany balance.

(3) To record borrowings under the $30 million three year term loan
and reflect payments of $2,075,000 for estimated deferred
financing fees on new banking agreements and of $27,925,000 as
partial repayment of the outstanding intercompany indebtedness.

(4) To record the sale of a portion of the Company's outstanding
deferred billing accounts receivable (limited to 60% of the
outstanding balance based on initial bank proposals) with
$15,322,000 of the proceeds used to repay the remaining balance of
the intercompany indebtedness and the remaining proceeds of
$18,878,000 added to cash.

NOTES TO PRO FORMA COMBINED STATEMENTS OF INCOME

(1) Adjustment to reflect interest expense and amortization of
deferred financing costs of $5,800,000 for the fiscal year ended
January 27, 1996 and $1,060,000 for the thirteen weeks ended April
27, 1996 in connection with the $30 million term loan and the $120
million revolving credit facility. Interest on these facilities is
expected to be LIBOR plus 1 1/2%, and is assumed to be 7 1/2% in
the Pro Forma Combined Statements of Income.

(2) Adjustment to selling, general and administrative expenses,
including catalog and order processing costs of $1,700,000 for the
fiscal year ended January 27, 1996 and $400,000 for the thirteen
weeks ended April 27, 1996 to record the estimated loss on the
sale of a portion of the Company's deferred billing receivables.
Loss on sale of the receivables is recorded at the time the
receivables are sold and, under current bank proposals, equals a
fee based on outstanding receivables sold times a LIBOR-based
index, assumed to be 6.5% for the Pro Forma Combined Statements of
Income.

(3) Adjustment to income tax provision for the estimated income tax
effect of the Pro Forma Adjustments at a marginal tax rate of 41%.

Pro Forma net income per common share is based on 15,178,847 shares of
common stock outstanding plus 47,354 shares for the assumed conversion, using
the treasury stock method, of outstanding stock options.

Management believes the Company's historical financial statements reflect
its historical costs of doing business. As a public entity the Company will
likely incur additional costs. Such additional costs, estimated to be
approximately $1.5 million on an annual basis and approximately $400,000 on a
quarterly basis, are not reflected in the Pro Forma Combined Statements of
Income.

F-18
<PAGE> 73

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, TJX OR ANY OF THE UNDERWRITERS. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN IN THIS PROSPECTUS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH SOLICITATION.

-------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
The Company........................... 12
Use of Proceeds....................... 12
Dividend Policy....................... 12
Capitalization........................ 13
Selected Financial Data............... 14
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 16
Business.............................. 21
Relationship with TJX................. 29
Management............................ 33
Executive Compensation................ 35
Ownership of Securities............... 45
Shares Eligible For Future Sale....... 46
Description of Capital Stock.......... 47
Underwriting.......................... 50
Legal Matters......................... 51
Experts............................... 51
Available Information................. 51
Index to Combined Financial
Statements.......................... F-1
</TABLE>

-------------------

UNTIL , 1996 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS REQUIREMENT
IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING
AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

9,260,000 SHARES

[CHADWICK'S LOGO]

COMMON STOCK
($.01 PAR VALUE)

SALOMON BROTHERS INC

GOLDMAN, SACHS & CO.

PROSPECTUS

DATED , 1996
<PAGE> 74

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated fees and expenses incurred by the Registrant and by TJX,
other than underwriting discounts and commissions, in connection with the
Offering will be borne by TJX and are estimated to be as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $58,753
National Associates of Securities Dealers, Inc. filing fee........ 17,538
NYSE listing fee.................................................. 86,401
Blue Sky fees and expenses........................................ *
Accounting fees and expenses...................................... *
Legal fees and expenses........................................... *
Transfer agent fees and expenses.................................. *
Printing and engraving fees....................................... *
Miscellaneous..................................................... *
-------
Total...................................................
========
</TABLE>

- ---------------
* To be completed by amendment to the Registration Statement

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses which the Court of Chancery
or such other court shall deem proper.

The Registrant has entered into indemnification agreements with each of its
directors and officers indemnifying them against expenses, settlements,
judgments and fines incurred in connection with any threatened, pending or
completed action, suit, arbitration or proceeding, where the individual's
involvement is by reason of the fact that such person is or was a director or
officer or

II-1
<PAGE> 75

served at the Company's request as a director of another organization (except
that indemnification is not provided against judgments and fines in a derivative
suit unless permitted by Delaware law). An individual may not be indemnified if
such person is found not to have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant, except to the extent Delaware law permits broader contractual
indemnification. These indemnification agreements provide procedures,
presumptions and remedies which substantially strengthen the indemnification
rights beyond those provided by the Registrant's Certificate of Incorporation
(the "Certificate") and by Delaware law.

The Certificate provides that each person who was or is made a party to, or
is involved in, any action, suit, proceeding or claim by reason of the fact that
he or she is or was a director, officer or employee of the Registrant (or is or
was serving at the request of the Registrant as a director, officer, trustee,
employee or agent of any other enterprise including service with respect to
employee benefit plans) shall be indemnified and held harmless by the
Registrant, to the full extent permitted by Delaware law, as in effect from time
to time, against all expenses (including attorneys' fees and expenses),
judgments, fines, penalties and amounts to be paid in settlement incurred by
such person in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding or claim.

The rights to indemnification and the payment of expenses provided by the
Certificate do not apply to any action, suit, proceeding or claim initiated by
or on behalf of a person otherwise entitled to the benefit of such provisions.
Any person seeking indemnification under the Certificate shall be deemed to have
met the standard of conduct required for such indemnification unless the
contrary shall be established. Any repeal or modification of such
indemnification provisions shall not adversely affect any right or protection of
a director or officer with respect to any conduct of such director or officer
occurring prior to such repeal or modification.

Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividend and unlawful stock purchase and redemption) or (iv)
for any transaction from which the director derived an improper personal
benefit. The Registrant has provided in the Certificate that its directors shall
be exculpated from liability as provided under Delaware law.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In connection with the Offering, the Company will issue 15,178,847 shares
of Common Stock to TJX in exchange for all outstanding shares of Chadwick's,
Inc. held by TJX in reliance upon the exception provided by Section 4(2) under
the Securities Act.

II-2
<PAGE> 76

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- -------- ------------------------------------------------------------------ ----------
<S> <C> <C> <C>
1 -- Form of Underwriting Agreement....................................
*3.1 -- Certificate of Incorporation of the Company.......................

*3.2 -- By-Laws of the Company............................................
4 -- Specimen Common Stock Certificate of the Company..................
*5 -- Opinion of Nutter, McClennen & Fish, LLP..........................
+10.1 -- Form of Change of Control and Severance Agreement.................
+10.2 -- Form of Management Incentive Plan.................................
+10.3 -- Form of Long Range Management Incentive Plan......................
+10.4 -- Form of 1996 Equity Incentive Plan................................
+10.5 -- Form of Supplemental Executive Retirement Plan....................
*10.6 -- Form of 1996 Stock Option Plan for Non-Employee Directors.........
+10.7 -- Form of General Deferred Compensation Plan........................
10.8 -- Form of Transfer Agreement between the Company, Chadwick's, Inc.
and TJX...........................................................
10.9 -- Form of Services Agreement between the Company and TJX............
10.10 -- Form of Tax Sharing and Separation Agreement between the Company
and TJX...........................................................
+10.11 -- Form of Registration Rights Agreement between the Company and
TJX...............................................................
+10.12 -- Form of Inventory Purchase Agreement between the Company and
TJX...............................................................
10.13 -- Form of Trademark License and Assignment Agreement between the
Company and TJX...................................................
10.14 -- Form of Trademark License Agreement between the Company and TJX...
10.15 -- Form of Trademark License Agreement between the Company
and TJX...........................................................
*10.16 -- Form of Indemnification Agreement.................................
*21 -- Subsidiaries of the Company.......................................
+23.1 -- Consent of Coopers & Lybrand L.L.P. ..............................
*23.2 -- Consent of Nutter, McClennen & Fish, LLP (contained in
Exhibit 5)........................................................
*24 -- Power of Attorney.................................................
*27 -- Financial Data Schedule...........................................

<FN>
- ---------------
* Previously filed.

+ Filed herewith.
</TABLE>

II-3
<PAGE> 77

(B) FINANCIAL STATEMENT SCHEDULES

<TABLE>
The following financial schedules of the Company are filed herewith.
<CAPTION>

PAGE
----
<S> <C>
Report of Independent Accountants..................................... S-1
Schedule II -- Chadwick's of Boston, Ltd. -- Valuation and Qualifying
Accounts............................................................ S-2
</TABLE>

All other schedules are inapplicable or the information required is
included in the Company's Consolidated Financial Statements and the notes
thereto.

II-4
<PAGE> 78

ITEM 17. UNDERTAKINGS

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless, in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(b) The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at this
time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, The Commonwealth
of Massachusetts, on this 15th day of July, 1996.

CHADWICK'S OF BOSTON, LTD.

By /s/ Dhananjaya K. Rao
--------------------------------------
Name: Dhananjaya K. Rao
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on July 15, 1996 by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------------- --------------------------------- --------------
<S> <C> <C>
/s/ Dhananjaya K. Rao President, Chief Executive July 15, 1996
- ----------------------------------- Officer
Dhananjaya K. Rao and Director

/s/ John W. Tynan* Chief Financial Officer and July 15, 1996
- ----------------------------------- Principal Accounting Officer
John W. Tynan

/s/ Carol Meyrowitz* Executive Vice President, July 15, 1996
- ----------------------------------- Merchandising and Director
Carol Meyrowitz

/s/ Bernard Cammarata* Chairman of the Board of July 15, 1996
- ----------------------------------- Directors
Bernard Cammarata

/s/ Richard G. Lesser* Director July 15, 1996
- -----------------------------------
Richard G. Lesser

*By: /s/ Dhananjaya K. Rao
- -----------------------------------
Dhananjaya K. Rao
Attorney-in-fact
</TABLE>

Powers of attorney have been filed
with this Registration Statement

II-6
<PAGE> 80

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Chadwick's of Boston, Ltd.:

In connection with our audits of the combined financial statements of
Chadwick's of Boston, Ltd. and subsidiaries as of January 28, 1995 and January
27, 1996, and for each of the three years in the period ended January 27, 1996,
which financial statements are included in the Prospectus, we have also audited
the financial statement schedule listed in Item 16 herein.

In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information required to be included therein.

Coopers & Lybrand L.L.P.

Boston, Massachusetts
May 14, 1996 except for
Note I for which the date
is June 25, 1996.

S-1
<PAGE> 81

CHADWICK'S OF BOSTON, LTD.

<TABLE>
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<CAPTION>

BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Fiscal Year ended January 27, 1996................. $ 479 $ 2,717 $ (614) $ 2,582
Fiscal Year ended January 28, 1995................. $ 0 $ 479 $ 0 $ 479
Fiscal Year ended January 29, 1994................. $ 0 $ 0 $ 0 $ 0

RESERVE FOR INVENTORY LIQUIDATIONS:
Fiscal Year ended January 27, 1996................. $14,945 $ 34,696 $ (39,978) $ 9,663
Fiscal Year ended January 28, 1995................. $12,148 $ 39,144 $ (36,347) $14,945
Fiscal Year ended January 29, 1994................. $ 7,624 $ 34,668 $ (30,144) $12,148

RESERVE FOR CUSTOMER RETURNS:
Fiscal Year ended January 27, 1996................. $ 8,266 $157,920 $(157,406) $ 8,780
Fiscal Year ended January 28, 1995................. $ 8,756 $210,779 $(211,269) $ 8,266
Fiscal Year ended January 29, 1994................. $ 9,116 $220,897 $(221,257) $ 8,756
</TABLE>

S-2
<PAGE> 82

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
------ --------------------------------------------------------------------- -----
<C> <C> <S> <C>
1 -- Form of Underwriting Agreement.......................................
*3.1 -- Certificate of Incorporation of the Company..........................

*3.2 -- By-Laws of the Company...............................................
4 -- Specimen Common Stock Certificate of the Company.....................
*5 -- Opinion of Nutter, McClennen & Fish, LLP.............................
+10.1 -- Form of Change of Control and Severance Agreement....................
+10.2 -- Form of Management Incentive Plan....................................
+10.3 -- Form of Long Range Management Incentive Plan.........................
+10.4 -- Form of 1996 Equity Incentive Plan...................................
+10.5 -- Form of Supplemental Executive Retirement Plan.......................
*10.6 -- Form of 1996 Stock Option Plan for Non-Employee Directors............
+10.7 -- Form of General Deferred Compensation Plan...........................
10.8 -- Form of Transfer Agreement between the Company, Chadwick's, Inc. and
TJX..................................................................
10.9 -- Form of Services Agreement between the Company and TJX...............
10.10 -- Form of Tax Sharing and Separation Agreement between the Company and
TJX..................................................................
+10.11 -- Form of Registration Rights Agreement between the Company and TJX....
+10.12 -- Form of Inventory Purchase Agreement between the Company and TJX.....
10.13 -- Form of Trademark License and Assignment Agreement between the
Company and TJX......................................................
10.14 -- Form of Trademark License Agreement between the Company and TJX......
10.15 -- Form of Trademark License Agreement between the Company and TJX......
*10.16 -- Form of Indemnification Agreement....................................
*21 -- Subsidiaries of the Company..........................................
+23.1 -- Consent of Coopers & Lybrand L.L.P. .................................
*23.2 -- Consent of Nutter, McClennen & Fish, LLP (contained in Exhibit 5)....
*24 -- Power of Attorney....................................................
*27 -- Financial Data Schedule..............................................

<FN>
- ---------------
* Previously filed.

+ Filed herewith.
</TABLE>

<PAGE> 1
EXHIBIT 10.1

CHANGE OF CONTROL AND SEVERANCE AGREEMENT

THIS AGREEMENT between Chadwick's of Boston, Ltd., a Delaware
corporation (the "Company"), and ________________ ("Executive"), is dated as of
_______________.

Executive is a key executive of the Company or a Subsidiary and an
integral part of its management.

The Company recognizes that the possibility of a change of control of
the Company may result in the departure or distraction of management to the
detriment of the Company and its shareholders.

The Company wishes to assure Executive of fair severance should his
employment terminate in specified circumstances following a change of control of
the Company and to assure Executive of certain other benefits upon a change of
control.

The Company also wishes to assure Executive of fair severance should
his employment terminate in certain other circumstances.

In consideration of Executive's continued employment with the Company
or a Subsidiary and other good and valuable consideration, the parties agree as
follows:

1. Definitions. The following terms as used in this Agreement shall
have the following meanings:

a. "Base Salary" shall mean Executive's annual base salary,
exclusive of any bonus or other benefits he may receive.

b. "Cause" shall mean dishonesty, conviction of a felony or
gross neglect of duties (other than as a result of Disability,
Incapacity or death), or conflict of interest, which gross neglect or
conflict shall continue for 30 days after the Company gives written
notice to Executive requesting the cessation of such gross neglect or
conflict.

In respect of any termination during any Standstill Period,
Executive shall not be deemed to have been terminated for Cause until
the later to occur of (i) the 30th day after notice of termination is
given and (ii) the delivery to Executive of a copy of a resolution duly
adopted by the affirmative vote of not less than a

<PAGE> 2
majority of the Company's directors at a meeting called and held for
that purpose (after reasonable notice to Executive), and at which
Executive together with his counsel was given an opportunity to be
heard, finding that Executive was guilty of conduct described in the
definition of "Cause" above, and specifying the particulars thereof in
detail; provided, however, that the Company may suspend Executive and
withhold payment of his Base Salary from the date that notice of
termination is given until the earliest to occur of (a) termination of
Executive for Cause effected in accordance with the foregoing
procedures (in which case Executive shall not be entitled to his Base
Salary for such period), (b) a determination by a majority of the
Company's directors that Executive was not guilty of the conduct
described in the definition of "Cause" above (in which case Executive
shall be reinstated and paid any of his previously unpaid Base Salary
for such period), or (c) the 90th day after notice of termination is
given (in which case Executive shall be reinstated and paid any of his
previously unpaid Base Salary for such period).

c. "Change of Control" shall have the meaning set forth in
Exhibit A.

d. "Company" shall mean Chadwick's of Boston, Ltd., a Delaware
corporation, or any successor.

e. "Current Title" shall mean Executive's most senior title
during the period 180 days prior to the commencement of a Standstill
Period.

f. "Date of Termination" shall mean the date on which
Executive's employment is terminated.

g. "Disability" shall have the meaning given it in the
Company's long-term disability plan. Executive's employment shall be
deemed to be terminated for Disability on the date on which Executive
is entitled to receive long-term disability compensation pursuant to
such long-term disability plan.

h. "Executive" shall have the meaning set forth in the first
paragraph of this Agreement.

i. "Incapacity" shall mean a disability (other than Disability
within the meaning of the immediately preceding definition) or other
impairment of health that renders Executive unable to perform his
duties to the satisfaction of the Executive Compensation Committee of
the Board of Directors of the Company. If by reason of Incapacity
Executive is unable to perform his duties for at least six months in
any 12-month period, upon written notice by the Company the employment
of Executive shall be deemed to have terminated by reason of
Incapacity.

-2-
<PAGE> 3
j. "Good Reason" shall mean, with respect to any voluntary
termination of employment by the Executive other than during a
Standstill Period, the following:

i. the assignment to Executive of any duties
inconsistent with his positions, duties, responsibilities,
reporting requirements, and status with the Company (or a
Subsidiary) on the later of the date of this Agreement and 120
days prior to such termination, or a substantive change in
Executive's titles, reporting requirements or offices as in
effect on the later of the date of this Agreement and 120 days
prior to such termination, or any removal of Executive from or
any failure to reelect him to such positions, except in
connection with the termination of Executive's employment by
the Company (or a Subsidiary) for Cause or by Executive other
than for Good Reason; or any other action by the Company (or a
Subsidiary) which results in a diminishment in such position,
authority, duties or responsibilities, other than an
insubstantial and inadvertent action which is remedied by the
Company or the Subsidiary promptly after receipt of notice
thereof given by Executive; or

ii. if Executive's rate of Base Salary for any fiscal
year is less than 100 percent of the Base Salary paid to
Executive in the completed fiscal year immediately preceding
the fiscal year in which the Executive voluntarily terminates
his employment (or less than Executive's rate of Base Salary
in effect as of the date this Agreement, if higher), or if
Executive's total cash compensation opportunities, including
salary and incentives, for any fiscal year are less than 100
percent of the total cash compensation opportunities made
available to Executive in the completed fiscal year
immediately preceding the fiscal year in which the Executive
voluntarily terminates his employment (or less than
Executive's total cash compensation opportunities including
salary and incentives, in effect as of the date of this
Agreement, if higher); or

iii. any relocation of Executive of more than 40
miles from the place where Executive was located on the later
of the date of this Agreement and 120 days prior to
Executive's termination.

Notwithstanding the foregoing, a voluntary termination by Executive of
his Employment shall not be deemed to be for "Good Reason" unless such
termination occurs within 120 days after the occurrence of any event
described in clauses (i), (ii) or (iii) above without Executive's
express written consent, Executive gives notice to the Company at least
30 days in advance requesting that

-3-
<PAGE> 4
the situation described in such clauses be remedied, and the situation
remains unremedied upon expiration of such 30-day period.

k. "Initial Employment Period" shall mean the period
commencing as of the date of this Agreement and ending on the date
three years following such date.

l. "Prohibited Period" means a period commencing on the Date
of Termination and ending on either (1) if the Date of Termination
occurs during the Initial Employment Period, the later of the last day
of the Initial Employment Period and the date one year from the Date of
Termination, or (2) if the Date of Termination occurs after the end of
the Initial Employment Period, the date one year from the Date of
Termination.

m. "Qualified Termination" shall mean the termination of
Executive's employment during any Standstill Period (1) by the Company
other than for Cause, (2) by reason of death, Incapacity or Disability,
or (3) by the Executive voluntarily in connection with the following
events:

i. the assignment to him of any duties inconsistent
with his positions, duties, responsibilities, reporting
requirements, and status with the Company (or a Subsidiary)
immediately prior to a Change of Control, or a substantive
change in Executive's titles, reporting requirements or
offices as in effect immediately prior to a Change of Control,
or any removal of Executive from or any failure to reelect him
to such positions, except in connection with the termination
of Executive's employment by the Company (or a Subsidiary) for
Cause or by Executive other than in connection with an event
described in this clause (3); or any other action by the
Company (or a Subsidiary) which results in a diminishment in
such position, authority, duties or responsibilities, other
than an insubstantial and inadvertent action which is remedied
by the Company or the Subsidiary promptly after receipt of
notice thereof given by Executive; or

ii. if Executive's rate of Base Salary for any fiscal
year is less than 100 percent of the Base Salary paid to
Executive in the completed fiscal year immediately preceding
the Change of Control (or less than Executive's rate of Base
Salary in effect as of the date of this Agreement, if higher),
or if Executive's total cash compensation opportunities,
including salary and incentives, for any fiscal year are less
than 100 percent of the total cash compensation opportunities
made available to Executive in the completed fiscal year
immediately preceding the Change of Control; or

-4-
<PAGE> 5
iii. the failure of the Company (or a Subsidiary) to
continue in effect any benefits or perquisites, or any
pension, life insurance, medical insurance or disability plan
in which Executive was participating immediately prior to a
Change of Control unless the Company (or a Subsidiary)
provides Executive with a plan or plans that provide
substantially similar benefits, or the taking of any action by
the Company (or a Subsidiary) that would adversely affect
Executive's participation in or materially reduce Executive's
benefits under any of such plans or deprive Executive of any
material fringe benefit enjoyed by Executive immediately prior
to a Change of Control, unless the elimination or reduction of
any such benefit, perquisite or plan affects all other
executives in the same organizational level (it being the
Company's burden to establish this fact); or

iv. any purported termination of Executive's
employment by the Company (or a Subsidiary) for Cause during a
Standstill Period which is not effected in compliance with
paragraph (b) above; or

v. any relocation of Executive of more than 40 miles
from the place where Executive was located at the time of the
Change of Control; or

vi. any other breach by the Company of any provision
of this Agreement; or

vii. the Company sells or otherwise disposes of, in
one transaction or a series of related transactions (but not
including a disposition that is part of a sale-and-leaseback
or similar financing transaction), assets or earning power
aggregating more than 30 percent of the assets (taken at asset
value as stated on the books of the Company determined in
accordance with generally accepted accounting principles
consistently applied) or earning power of the Company (on an
individual basis) or the Company and its Subsidiaries (on a
consolidated basis) to any other Person or Persons (as those
terms are defined in Exhibit A); or

viii. termination by Executive of his employment for
Retirement; or

ix. the voluntary termination by Executive of his
employment (i) at any time within one year after the Change of
Control or (ii) at any time during the second year after the
Change of Control until the Company (or a Subsidiary) offers
Executive an employment contract having a minimum two-year
duration which provides Executive with

-5-
<PAGE> 6
substantially the same title, responsibilities, annual and
long-range compensation, benefits and perquisites that he had
immediately prior to the Standstill Period. Notwithstanding
the foregoing, the Board of Directors of the Company may
expressly disregard or limit the application of this clause
(ix) if it disregards or limits to substantially the same
extent the applicability of substantially similar provisions
with respect to all persons with whom the Company has a
written severance agreement (or may condition its application
on any additional requirements or employee agreements which
such Board shall in its discretion deem appropriate in the
circumstances). The determination of whether to disregard,
limit or impose conditions on the application of this clause
(ix) shall be within the complete discretion of the Board of
Directors of the Company but shall be made prior to the Change
of Control.

Notwithstanding the foregoing, a voluntary termination by Executive of
his Employment shall not be deemed to fall within this clause (3)
unless: (A) with respect to any of the events described in clauses (i),
(ii), (iii), (iv), (v) or (vi) above, such termination occurs within
120 days after the occurrence of any of such event without Executive's
express written consent, Executive gives notice to the Company at least
30 days in advance requesting that the situation described in such
clauses be remedied, and the situation remains unremedied upon
expiration of such 30-day period; (B) with respect to the event
described in clause (vii) above, such termination occurs within 120
days after the occurrence of such event without Executive's express
written consent and Executive gives notice to the Company at least 30
days in advance; or (C) with respect to the events described in clauses
(viii) or (ix), Executive gives notice to the Company at least 30 days
in advance.

n. "Retirement" shall mean voluntary termination by Executive
of his employment in accordance with the Company's retirement plan or
program generally applicable to its salaried employees or in accordance
with any retirement arrangement established with Executive's consent
with respect to him. Nothing in this Agreement shall affect any
agreement between Executive and the Company with respect to his
retirement.

o. "Standstill Period" shall be the period commencing on the
date of a Change of Control and continuing until the close of business
on the last business day of the 24th calendar month following such
Change of Control.

p. "Subsidiary" shall mean any corporation in which the
Company owns, directly or indirectly, 50 percent or more of the total
combined voting power of all classes of stock.

-6-
<PAGE> 7
2. Benefits Upon Change of Control.

a. Benefits Following Termination of Employment. Executive
shall be entitled to the following benefits upon a Qualified
Termination:

i. Within 30 days following the Date of Termination,
the Company shall pay to Executive the following in a lump
sum:

(1) an amount equal to two times Executive's
Base Salary for one year at the rate in effect
immediately prior to the Date of Termination or the
Change of Control (or if Executive's title was
changed to a level below that of Executive's Current
Title, the rate in effect immediately prior to such
change), whichever is highest, plus the accrued and
unpaid portion of Executive's Base Salary through the
Date of Termination. Any payments made to Executive
under any long term disability plan of the Company
with respect to the two years following termination
of employment shall be offset against such two times
Base Salary payment. Executive shall promptly make
reimbursement payments to the Company to the extent
any such disability payments are received after the
Base Salary payment.

(2) if Executive was a participant in the
Company's Supplemental Executive Retirement Plan
("SERP") immediately prior to a Change of Control and
the number of years Executive has been employed by
the Company (or a Subsidiary) is five or more,
including service for The TJX Companies, Inc. and its
subsidiaries, an amount equal to the present value of
the payments that Executive would have been entitled
to receive under SERP as a Category B participant
(regardless of whether he was participating in SERP
on the Date of Termination). The present value of
such payments shall be calculated using the following
rules and assumptions:

(A) a credit equal to the number of
Years of Service (as that term is defined in
SERP) that Executive has been employed by
the Company and subsidiaries at the Date of
Termination, including service for The TJX
Companies, Inc. and its subsidiaries, shall
be added to his Years of Service in
determining Executive's total Years of
Service. However, the total Years of Service
determined hereunder shall not exceed the
lesser of (x) 20 or (y) the

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<PAGE> 8
Years of Service that Executive would have
had if he had retired at the age of 65;

(B) Executive's Average Compensation
(as that term is defined in SERP) shall be
determined as of the Date of Termination;

(C) Executive's Primary Social
Security Benefit (as that term is defined in
SERP) shall mean the annual primary
insurance amount to which Executive is
entitled or would, upon application
therefor, become entitled at age 65 under
the provisions of the Federal Social
Security Act as in effect on the Date of
Termination assuming that Executive received
annual income at the rate of his Base Salary
from the Date of Termination until his 65th
birth date which would be treated as wages
for purposes of the Social Security Act;

(D) the monthly benefit under SERP
determined using the criteria set forth in
(A), (B), and (C) above shall be multiplied
by 12 to determine an annual benefit; and

(E) the present value of such annual
benefit shall be determined by multiplying
the result in (D) by the appropriate
actuarial factor from the most recently
published table 4A (or its equivalent) as
published by the Pension Benefit Guaranty
Corporation and which is effective for plan
terminations occurring on the Date of
Termination, using Executive's age to the
nearest year determined as of that date. If,
as of the Date of Termination, Executive has
previously satisfied the eligibility
requirements for Early Retirement under the
Company's Retirement Plan, then the
appropriate factor shall be that based on
the most recently published "PBGC Actuarial
Value of $1.00 Per Year Deferred to Age 60
And Payable For Life Thereafter -- Healthy
Lives," except that if Executive's age to
the nearest year is more than 60, then such
higher age shall be substituted for 60. If,
as of the Date of Termination, Executive has
not satisfied the eligibility requirements
for Early Retirement under the Company's
Retirement Plan, then the appropriate factor
shall be based on the most recently
published "PBGC

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<PAGE> 9
Actuarial Value of $1.00 Per Year Deferred
To Age 65 And Payable For Life Thereafter --
Healthy Lives."

If Executive receives a payment under this subparagraph (ii),
he shall not be entitled to any other payments under SERP.

ii. Until the second anniversary of the Date of
Termination, the Company shall maintain in full force and
effect for the continued benefit of Executive and his family
all life insurance, medical insurance and disability plans and
programs in which Executive was entitled to participate
immediately prior to the Change of Control (or if Executive's
title was changed to a level below that of Executive's Current
Title, all such plans and programs in which Executive was
entitled to participate immediately prior to such change, if
the benefits thereunder are greater), provided that
Executive's continued participation is possible under the
general terms and provisions of such plans and programs. In
the event that Executive is ineligible to participate in such
plans or programs, the Company shall arrange upon comparable
terms to provide Executive with benefits substantially similar
to those which he is entitled to receive under such plans and
programs. Notwithstanding the foregoing, the Company's
obligations hereunder with respect to life, medical or
disability coverage or benefits shall be deemed satisfied to
the extent (but only to the extent) of any such coverage or
benefits provided by another employer.

iii. For a period of two years after the Date of
Termination, the Company shall make available to Executive the
use of any automobile that was made available to Executive
prior to the Date of Termination, including ordinary
replacement thereof in accordance with the Company's
automobile policy in effect immediately prior to the Change of
Control, or if Executive's title was changed to a level below
that of Executive's Current Title, the Company shall make
available to Executive the use of an automobile of a type
comparable to the automobile that was made available to him
immediately prior to such change (or, in lieu of making such
automobile available, the Company may at its option pay to
Executive the present value of its cost of providing such
automobile). Within 30 days after the close of each calendar
year ending within such two-year period, the Company shall
also pay to Executive an amount to gross up Executive for the
federal and state tax liability of Executive, if any, for the
use of such automobile during the calendar year. If
immediately prior to the Date of Termination, the Company
provided Executive with an automobile allowance rather than
with the use of an automobile, the Company shall pay to
Executive in a lump sum within 30 days following the Date of
Termination an amount equal to (i) two times

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<PAGE> 10
Executive's automobile allowance for one year at the rate in
effect immediately prior to the Date of Termination or the
Change of Control (or if Executive's title was changed to a
level below that of Executive's Current Title, the rate in
effect immediately prior to such change), whichever is
highest, including any increase in such rate which would have
become effective during the two-year period following the Date
of Termination (had a Qualified Termination not occurred), in
accordance with the Company's automobile policy in effect
immediately prior to the Change of Control, plus (ii) the
accrued and unpaid portion of Executive's automobile allowance
through the Date of Termination, plus (iii) an amount to gross
up Executive for the federal and state tax liability of
Executive on such lump sum payment. In addition to either
providing the use of an automobile or paying the amount
described in the preceding sentence, the Company shall also
reimburse Executive for reasonable amounts of cellular
telephone expenses incurred by Executive during the two-year
period following the Date of Termination.

Payments under this Section 2(a) and Section 2(b) shall be
made without regard to whether the deductibility of such payments (or
any other payments to or for the benefit of Executive) would be limited
or precluded by Internal Revenue Code Section 280G and without regard
to whether such payments (or any other payments) would subject
Executive to the federal excise tax levied on certain "excess parachute
payments" under Internal Revenue Code Section 4999; provided, that if
the total of all payments to or for the benefit of Executive, after
reduction for all federal taxes (including the tax described in
Internal Revenue Code Section 4999, if applicable) with respect to such
payments ("Executive's total after-tax payments"), would be increased
by the limitation or elimination of any payment under this Section 2(a)
or Section 2(b), amounts payable under this Section 2(a) and Section
2(b) shall be reduced to the extent, and only to the extent, necessary
to maximize Executive's total after-tax payments. The determination as
to whether and to what extent payments under this Section 2(a) or
Section 2(b) are required to be reduced in accordance with the
preceding sentence shall be made at the Company's expense by Coopers &
Lybrand or by such other certified public accounting firm as the
Executive Compensation Committee of the Company's Board of Directors
may designate prior to a Change of Control. In the event of any
underpayment or overpayment under this Section 2(a) or Section 2(b), as
determined by Coopers & Lybrand (or such other firm as may have been
designated in accordance with the preceding sentence), the amount of
such underpayment or overpayment shall forthwith be paid to Executive
or refunded to the Company, as the case may be, with interest at the
applicable Federal rate provided for in Section 7872(f)(2) of the
Internal Revenue Code.

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<PAGE> 11
b. Other Benefits. Within 30 days following a Change of
Control, whether or not Executive's employment has been terminated, the
Company shall pay to Executive the following in a lump sum:

i. an amount equal to the "Target Bonus" under the
Company's Management Incentive Plan ("MIP") or any other
annual incentive plan which is applicable to Executive for the
fiscal year in which the Change of Control occurs (or if
Executive's title was changed to a level below that of
Executive's Current Title within 180 days before the
commencement of a Standstill Period, the "Target Bonus"
applicable to Executive for the fiscal year in which such
change occurred as if he continued to hold Executive's Current
Title, if higher); and

ii. if Executive is a participant in the Company's
Long Range Management Incentive Plan or any other
performance-based long-range incentive plan ("LRMIP") at the
Change of Control (but specifically excluding any long-range
incentive plan which states that its sole or primary purpose
is retention), an amount with respect to each Award Period (as
that term is defined in LRMIP) for which Executive has been
designated as a participant equal to the product of (A) the
maximum award payable to Executive for such Award Period, as
designated by the Company's Executive Compensation Committee
under LRMIP (or, if Executive's title was changed to a level
below that of Executive's Current Title, in the case of an
Award Period which commences after such change, the maximum
award payable to Executive for such Award Period shall be
deemed to be the maximum award payable to Executive for the
Award Period which commenced immediately prior to such change,
if higher), and (B) a fraction, the denominator of which is
the total number of fiscal years in the Award Period and the
numerator of which is the number of fiscal years which have
elapsed in such Award Period prior to the Change of Control
(for purposes of this fraction, if the Change of Control
occurs during the first quarter of a fiscal year, then
one-quarter of the fiscal year shall be deemed to have elapsed
prior to the Change of Control, and if the Change of Control
occurs after the first quarter of the fiscal year, then the
full fiscal year shall be deemed to have elapsed prior to the
Change of Control).

3. Nonsolicitation and Noncompetition; Other Severance Payments; No
Mitigation of Damages; Notice of New Employment; Withholding.

a. Nonsolicitation and Noncompetition.

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<PAGE> 12
i. Upon the termination of the Executive's employment
for any reason, Executive shall not during a Prohibited Period
under any circumstances (1) employ, solicit the employment of,
or accept unsolicited the services of, any "protected person"
or (2) recommend the employment of any "protected person" to
any other business organization in which Executive has any
direct or indirect interest (other than a less-than-one
percent equity interest in an entity), with which Executive is
affiliated or for which Executive renders services. A
"protected person" shall be a person known by Executive to be
employed by the Company or its subsidiaries at or within six
months prior to the commencement of conversations with such
person with respect to employment.

As to (1) each "protected person" to whom the
foregoing applies, (2) each subcategory of "protected person"
as defined above, (3) each limitation on (A) employment of,
(B) solicitation of, or (C) unsolicited acceptance of services
from, each "protected person" and (4) each month of the period
during which the provisions of this paragraph (i) apply to
each of the foregoing, the provisions set forth in this
paragraph (i) are deemed to be separate and independent
agreements and in the event of unenforceability of any such
agreement, such unenforceable agreement shall be deemed
automatically deleted from the provisions hereof and such
deletion shall not affect the enforceability of any other
provision of this paragraph (i) or any other term of this
agreement.

ii. During the course of his employment, Executive
will have learned many trade secrets of the Company and will
have access to confidential information and business plans of
the Company. Therefore, subject to paragraph (iii) of this
Section 3(a), if Executive should terminate his employment
voluntarily at any time other than for Good Reason, but
including by reason of Retirement or Disability, or if the
Company should terminate Executive's employment at any time
for Cause, then, during the Prohibited Period, Executive will
not engage, either as principal, employee, partner, consultant
or investor (other than a less-than-one percent equity
interest in an entity), in a business which is a competitor. A
business shall be deemed a competitor for purposes of this
paragraph if it shall operate a catalogue business dealing
primarily in off-price apparel. For purposes of this
paragraph, The TJX Companies, Inc. and its subsidiaries shall
also be deemed competitors. Executive agrees that if, at any
time, pursuant to action of any court, administrative or
governmental body or other arbitral tribunal, the operation of
any part of this paragraph shall be determined to be unlawful
or otherwise unenforceable, then the coverage of this
paragraph shall be deemed restricted as to duration,
geographical scope or otherwise, to the extent,

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<PAGE> 13
and only to the extent, necessary to make this paragraph
lawful and enforceable in the particular jurisdiction in which
such determination is made.

iii. Paragraph (ii) of this Section 3(a) shall not
apply if Executive's employment is terminated either by the
Company or by Executive during a Standstill Period.

b. Other Severance Payments.

i. If the Executive's employment is terminated on or
prior to the last day of the Initial Employment Period, such
termination is either by the Executive for Good Reason or by
the Company for any reason other than for Cause, and such
termination is not a Qualified Termination, no compensation or
other benefits shall be payable to or accrue to Executive
hereunder except as follows:

(1) For the longer of (A) one year after the
Date of Termination or (B) the remainder of the
Initial Employment Period, the Company will continue
to pay to Executive his Base Salary at the rate in
effect on the Date of Termination. Base Salary shall
be paid for the first twelve months of the period
without reduction for compensation earned from other
employment or self-employment, and shall thereafter
be reduced by such compensation.

(2) Until the expiration of Base Salary
payments described in (1) immediately above or until
Executive shall commence other employment or
self-employment, whichever shall first occur, the
Company will provide medical and hospital insurance
and term life insurance (but not long-term disability
insurance) for Executive and his family, comparable
to the insurance provided for executives generally,
as the Company shall determine, and upon the same
terms and conditions as shall be provided for Company
executives generally.

(3) For purposes of the MIP, Executive shall
be entitled to payment, if any, pursuant to the terms
of the MIP, or, if greater, such amount as Executive
would have earned under MIP if his employment had
continued until the end of the fiscal year (prorated
for the period of active employment during the year).

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<PAGE> 14
Executive shall also be entitled to payments or benefits under
other plans of the Company to the extent provided therein in
the circumstances.

ii. If the Executive's employment is terminated after
the last day of the Initial Employment Period, such
termination is either by the Executive for Good Reason or by
the Company for any reason other than for Cause, and such
termination is not a Qualified Termination, no other
compensation or other benefits shall be payable to or accrue
to Executive hereunder except as follows:

(1) The Company will continue to pay to
Executive his then Base Salary for a period of twelve
months from the Date of Termination, which Base
Salary shall be reduced after six months for
compensation earned from other employment or self-
employment.

(2) Until the expiration of the period of
Base Salary payments described in (1) immediately
above or until Executive shall commence other
employment or self-employment, whichever shall first
occur, the Company will provide such medical and
hospital insurance and term life insurance (but not
long-term disability insurance) for Executive and his
family, comparable to the insurance provided for
executives generally, as the Company shall determine,
and upon the same terms and conditions as shall be
provided for Employer executives generally.

(3) For purposes of the MIP, Executive shall
be entitled to payment, if any, pursuant to the terms
of the MIP, or, if greater, such amount as Executive
would have earned under the MIP if his employment had
continued until the end of the fiscal year (prorated
for the period of active employment during such
year).

Executive shall also be entitled to payments or benefits under
other plans of the Company to the extent provided therein in
the circumstances.

iii. If the Executive's employment terminates by
reason of death, Disability or Incapacity, and such
termination is not a Qualified Termination, no compensation or
benefits shall be payable to or accrue to Executive hereunder,
except that Executive shall be entitled to payment, if any,
pursuant to the terms of the MIP or, if greater, such amount
as Executive would have earned under the MIP until the end of
the fiscal year (pro-rated for the period of active employment
during such year). Executive shall also be entitled to
payments or benefits under other

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<PAGE> 15
Employer plans, including any long-term disability plan, to
the extent therein provided in the circumstances.

iv. In the event that Executive has an employment
contract or any other agreement with the Company (or a
Subsidiary) which entitles Executive to severance payments
upon the termination of his employment with the Company, the
amount of any such severance payments shall be deducted from
the payments to be made under this Agreement. If Executive
should violate the provisions of Section 3(a)(i) hereof, all
compensation and benefits payable under Section 3(b) shall
cease.

c. No Duty to Mitigate Damages. Executive's benefits under
this Agreement shall be considered severance pay in consideration of
his past service and his continued service from the date of this
Agreement, and his entitlement thereto shall not be governed by any
duty to mitigate his damages by seeking further employment, nor shall
such benefits be offset by any compensation which he may receive from
future employment, except as provided in Section 3(b).

d. Notice of New Employment. If Executive's employment
terminates other than in a Qualified Termination, Executive agrees (i)
to notify the Company immediately upon his securing employment or
becoming self-employed during any period when Executive's compensation
from the Company shall be subject to reduction or his benefits provided
by the Company shall be subject to termination under Section 3(b) and
(ii) to furnish to the Company written evidence of his compensation
earned from any such employment or self-employment as the Company shall
from time to time request. In addition, upon the Executive's
termination of employment for any reason other than the death of the
Executive, Executive shall immediately return all written trade
secrets, confidential information and business plans of the Company and
shall execute a certificate certifying that he has returned all such
items in his possession or under his control.

e. Withholding. Anything to the contrary notwithstanding, all
payments required to be made by the Company hereunder to Executive
shall be subject to the withholding of such amounts, if any, relating
to tax and other payroll deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or
regulation.

4. Anticipatory Termination. Anything in this Agreement to the contrary
notwithstanding, if Executive's employment with the Company is terminated prior
to the date on which a Change of Control occurs, and it is reasonably
demonstrated by Executive that such termination (a) was at the request of a
third party who has taken steps reasonably calculated to effect a Change of
Control or (b) otherwise arose in

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<PAGE> 16
connection with or in anticipation of a specifically threatened Change of
Control, then for all purposes of this Agreement, a Change of Control shall be
deemed to have occurred on the date immediately prior to the date of such
termination.

5. Miscellaneous. Any fringe benefits which the Company has committed
to provide to the Executive as of the date of this Agreement shall continue to
be provided without material change until either the Board of Directors of the
Company or the Executive Compensation Committee of the Board, each in its sole
discretion, modifies, reduces or eliminates any such fringe benefit. No such
modification, reduction or elimination, if it shall occur during a Standstill
Period, shall affect the Executive's right to cause a Qualified Termination. In
the event the definition of Change of Control in this Agreement differs from the
definition of "change of control" contained in any other executive compensation
or employee benefit plan (other than a tax-qualified plan) maintained by the
Company in which the Executive is a Participant, the definition of Change of
Control contained herein shall control for the purposes of determining whether a
"change of control" has occurred under such other plan with respect to the
Executive. Without limiting the foregoing, the occurrence of a Change of Control
as defined in this Agreement shall automatically cause each stock option and
stock appreciation right granted to Executive under the Chadwick's of Boston,
Ltd. 1996 Equity Incentive Plan to become fully exercisable to the extent
provided under such Equity Incentive Plan in the event of a "change of control"
as defined in such Equity Incentive Plan.

6. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled exclusively by
arbitration in Boston, Massachusetts in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. Arbitration shall be by a panel of three
arbitrators, one each chosen by the Executive and the Company, and the third
chosen by mutual agreement of the arbitrators chosen by the Executive and the
Company.

7. Legal Fees and Expenses. The Company shall pay all legal fees and
expenses, including but not limited to counsel fees, stenographer fees, printing
costs, etc. reasonably incurred by Executive in contesting or disputing that the
termination of his employment during any Standstill Period is for Cause or is
not described in clause (3) of Section 1(m) or in obtaining any right or benefit
to which Executive is entitled under this Agreement in the event of a Change of
Control. Any amount payable under this Agreement that is not paid when due shall
accrue interest at the prime rate as from time to time in effect at the First
National Bank of Boston, until paid in full.

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<PAGE> 17
8. Notice of Termination. During a Standstill Period, Executive's
employment may be terminated by the Company (or a Subsidiary) only upon 30 days'
written notice to Executive.

9. Notices. All notices shall be in writing and shall be deemed given
five days after mailing in the continental United States by registered or
certified mail, or upon personal receipt after delivery, telex, telecopy or
telegram, to the party entitled thereto at the address stated below or to such
changed address as the addressee may have given by a similar notice:

To the Company: Chadwick's of Boston, Ltd.
35 United Drive
West Bridgewater, MA 02379
Attention: _______________

To Executive: At his home address,
as last shown on the
records of the Company

The failure by Executive to set forth in any notice of termination of employment
any fact or circumstance which contributes to a showing of Good Reason or that
such termination is described in clause (3) of Section 1(m) shall not waive any
of Executive's rights hereunder or preclude him from asserting such fact or
circumstance in enforcing his rights hereunder.

10. Severability. In the event that any provision of this Agreement
shall be determined to be invalid or unenforceable, such provision shall be
enforceable in any other jurisdiction in which valid and enforceable and in any
event the remaining provisions shall remain in full force and effect to the
fullest extent permitted by law.

11. General Provisions.

a. Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties and be enforceable by Executive's
personal or legal representatives or successors. If Executive dies
while any amounts would still be payable to him hereunder, benefits
would still be provided to his family hereunder or rights would still
be exercisable by him hereunder as if he had continued to live, such
amounts shall be paid to Executive's estate, such benefits shall be
provided to Executive's family and such rights shall remain exercisable
by Executive's estate in accordance with the terms of this Agreement.
This Agreement shall not otherwise be assignable by Executive.

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<PAGE> 18
b. Successors. This Agreement shall inure to and be binding
upon the Company's successors. The Company will require any successor
to all or substantially all of the business and/or assets of the
Company by sale, merger (where the Company is not the surviving
corporation), lease or otherwise, by agreement in form and substance
satisfactory to Executive, to assume expressly this Agreement. If the
Company shall not obtain such agreement prior to the effective date of
any such succession, Executive shall have all rights resulting under
this Agreement from a termination by Executive described in clause (3)
of Section 1(m). This Agreement shall not otherwise be assignable by
the Company, and, in any event, the Company shall remain obligated to
the Executive for all obligations and shall not rely on any suretyship
defenses.

c. Amendment or Modification; Waiver. This Agreement may not
be amended unless agreed to in writing by Executive and the Company. No
waiver by either party of any breach of this Agreement shall be deemed
a waiver of a subsequent breach.

d. Titles. No provision of this Agreement is to be construed
by reference to the title of any section.

e. Continued Employment. This Agreement shall not give
Executive any right of continued employment or any right to
compensation or benefits from the Company or any Subsidiary except the
right specifically stated herein to certain severance and other
benefits, and shall not limit the Company's (or a Subsidiary's) right
to change the terms of or to terminate Executive's employment, with or
without Cause, at any time other than during any Standstill Period,
except as may be otherwise provided in a written employment agreement
between the Company (or a Subsidiary) and Executive.

f. Prior Agreement. This Agreement shall supersede and replace
any prior change of control severance agreement between the Company or
any of its subsidiaries, or any predecessor, and Executive.

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<PAGE> 19
g. Governing Law. The validity, interpretation, performance
and enforcement of this Agreement shall be governed by the laws of The
Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

CHADWICK'S OF BOSTON, LTD.

By __________________________

__________________________
Executive

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<PAGE> 20
EXHIBIT A

Definition of "Change of Control"

"Change of Control" shall mean the occurrence of any one of the
following events occurring after the initial public offering of stock of
Chadwick's of Boston, Ltd.:

(a) there occurs a change of control of Chadwick's of Boston,
Ltd. ("Chadwick's") 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, that no transaction shall be deemed to be a Change of Control
(i) if the person or each member of a group of persons acquiring
control is excluded from the definition of the term "Person" hereunder
or (ii) unless the Executive Compensation Committee (the "Committee")
shall otherwise determine prior to such occurrence, if the Executive or
an Executive Related Party is the Person or a member of a group
constituting the Person acquiring control; or

(b) any Person other than Chadwick's, any wholly-owned
subsidiary of Chadwick's, or any employee benefit plan of Chadwick's or
such a subsidiary becomes the owner of 20% or more of Common Stock of
Chadwick's and thereafter individuals who were not directors of
Chadwick's 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 Chadwick'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 if the Executive or an Executive 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 Board of
Directors of Chadwick's and thereafter individuals who were not
directors of Chadwick's 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 Board of Directors
of Chadwick's; or

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<PAGE> 21
(d) Chadwick's 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 Chadwick's shall be owned, leased or
otherwise controlled by another Person and (ii) individuals who are
directors of Chadwick's 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 if,
immediately after such transaction, the Executive or any Executive
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 Chadwick's owned by
the Executive and any Executive Related Party immediately prior to such
transaction, expressed as a percentage of the fair value of all equity
securities of Chadwick's 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
shareholders of Chadwick's 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); or

(e) The TJX Companies, Inc. ("TJX") shall directly or
indirectly through any 80% or more owned (direct or indirect)
subsidiary become, as the result of the acquisition of additional
Common Stock, the owner of more than 50% of the outstanding Common
Stock; or

(f) there shall occur a change of control of TJX, and, as the
result of the acquisition of additional Common Stock, TJX has become at
the time of such change of control, or shall become at any time
following such change of control, the owner, directly or indirectly
through any 80% of more owned (direct or indirect) subsidiary, of more
than 40% of the outstanding Common Stock. For purposes of this
paragraph (f), a change of control of TJX shall be deemed to occur if
there occurs a "change of control" as defined in the change of control
severance or similar agreement of the chief executive officer of TJX as
from time to time in effect.

- 21 -
<PAGE> 22
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
Chadwick's 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 Chadwick's 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 July 1, 1996;

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 July 1, 1996; or

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 July 1, 1996) 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 July 1, 1996; provided, that, for purposes of paragraphs
(a), (b), (c) and (d) above, until such time as TJX and its 80% of more owned
(direct or indirect) subsidiaries cease to own at least 5% of the outstanding
Common Stock, neither TJX nor any 80% or more owned (direct or indirect)
subsidiary of TJX shall be deemed a Person.

- 22 -
<PAGE> 23
An "Executive Related Party" shall mean any affiliate or associate of
the Executive other than Chadwick's or a Subsidiary of Chadwick's. 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, Chadwick's).

- 23 -

<PAGE> 1
EXHIBIT 10.2

CHADWICK'S OF BOSTON, LTD.
MANAGEMENT INCENTIVE PLAN
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
1. Purpose........................................................ 1

2. Definitions.................................................... 1

3. Effective Date................................................. 1

4. Administration................................................. 2

5. Eligibility.................................................... 2

6. Description of Awards.......................................... 2

7. Determination of Awards........................................ 3

8. Payment of Awards.............................................. 4

9. Deferral of Awards............................................. 4

10. Designation of Beneficiary.................................... 4

11. Notices....................................................... 5

12. Rights of Participants........................................ 5

13. No Employment Rights.......................................... 5

14. Certain Payments Upon a Change of Control..................... 5

15. Nonalienation of Award........................................ 6

16. Withholding Taxes............................................. 6

17. Termination, Amendment and Modification....................... 6

18. Headings and Captions......................................... 6

19. Controlling Law............................................... 6

20. Miscellaneous Provisions. ................................... 6
</TABLE>

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<PAGE> 3
CHADWICK'S OF BOSTON, LTD.
MANAGEMENT INCENTIVE PLAN

1. Purpose. The purpose of the Chadwick's of Boston, Ltd.
("Chadwick's") Management Incentive Plan (the "Plan") is to provide officers and
other employees who are key to the annual growth and profitability of Chadwick's
with reward opportunities commensurate with their performance relative to annual
objectives.

2. Definitions. Unless the context requires otherwise, the following
expressions as used in the Plan shall have the meanings ascribed to each below,
it being understood that masculine, feminine, and neuter pronouns are used
interchangeably, and that each comprehends the others.

(a) "Company" shall mean Chadwick's and its subsidiaries.

(b) "E.C.C." shall mean the Executive Compensation Committee
of the Board of Directors of Chadwick's. A member of the E.C.C. shall
not be eligible to participate in the Plan while serving as a member of
the E.C.C. or one year prior to becoming a member of the E.C.C.

(c) "Fiscal Year" shall mean the fifty-two or fifty-three week
period ending on the last Saturday in January, and commencing on the
Sunday following the last Saturday in January of the preceding calendar
year.

(d) "Participant" shall mean any officer or other employee of
Chadwick's or any subsidiary of Chadwick's who is designated a
Participant pursuant to Section 5 below.

(e) "Performance Criteria" shall mean the standards of
measurement of performance by the Company, performance by any division
or subsidiary of the Company, and/or individual performance for each
Performance Period as established by the E.C.C. pursuant to paragraph
(a) of Section 6 below.

(f) "Performance Goal" shall mean the level of performance
with respect to each Performance Criterion at which awards are payable
pursuant to this Plan. Performance Goals are established by the E.C.C.
pursuant to paragraph (b) of Section 6 below.

(g) "Performance Period" shall mean one Fiscal Year.

3. Effective Date. The effective date of the Plan shall be
__________________, 1996.

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<PAGE> 4
4. Administration. This Plan shall be administered by the E.C.C. The
E.C.C. shall have full authority to interpret the Plan; to establish, amend, and
rescind rules for carrying out the Plan; to administer the Plan; to determine
the terms and provisions of any agreements pertaining to the Plan; and to make
all other determinations necessary or advisable for its administration. The
E.C.C. shall not be bound to any standards of uniformity or similarity of
action, interpretation, or conduct in the discharge of its duties hereunder,
regardless of the apparent similarity of the matters coming before it. Its
determination shall be binding on all parties.

No member or former member of the E.C.C. or the Board of Directors of
Chadwick's shall be liable for any action or determination made in good faith
with respect to the Plan or any award or payment made under the Plan.

5. Eligibility. For each Performance Period, the E.C.C. shall designate
those Participants who may be entitled to receive annual management incentive
awards, subject to the terms and conditions of the Plan.

6. Description of Awards.

(a) Designation of Performance Criteria. At the commencement
of each Performance Period, the E.C.C. shall determine the Performance
Criteria for said Performance Period and the relative weight to be
given to each Performance Criterion. Performance Criteria and the
weighing thereof may vary by Participant and may be different for
different Performance Periods. Such Performance Criteria may include,
but shall not be limited to, measures such as pre-tax income, pre-tax
income as a percentage of sales, return on investment, or other
measures specific to a Participant's annual performance objectives.
These criteria may be based on Company, divisional, subsidiary and/or
individual performance as designated by the E.C.C.

(b) Performance Goals. At the commencement of each Performance
Period, the E.C.C. shall determine a range of Performance Goals from
minimum to target to maximum for each Performance Criterion for said
Performance Period, based upon the Company, divisional or subsidiary
Business Plan for said Fiscal Year. Performance Goals are subject to
the approval of the President of Chadwick's. Performance Goals may vary
by Participant and may be different for different Performance Periods.

At any time designated by the E.C.C. during a Performance
Period or thereafter, but prior to award payment, appropriate
adjustments in the Performance Goals may be made to avoid undue
windfalls or hardships due to external conditions outside the control
of management, changes in method of accounting, nonrecurring or
abnormal items, or other matters as the E.C.C. shall, in its sole
discretion, determine.

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<PAGE> 5
(c) Award Opportunity. At the commencement of each Performance
Period, the E.C.C. shall assign to each Participant the minimum, target
and maximum opportunity to be earned for said Performance Period, based
upon the Participant's position and ability to impact annual
performance relative to goals during the Performance Period. Award
opportunity may be expressed as a fixed amount or as a percentage of
the Participant's actual base salary earned for the Performance Period.

From time to time, discretionary awards, in addition to the
annual management incentive awards, may be made by the E.C.C. to any
Participant due to outstanding performance or extraordinary
circumstances which occur during the Performance Period.
Recommendations of Participants to receive discretionary awards shall
be made by the President of Chadwick's.

7. Determination of Awards.

(a) Upon completion of each Performance Period and
certification of the Company's financial statements by the Company's
independent public accountants for the Fiscal Year included in such
Performance Period, the E.C.C. shall review performance relative to
Performance Goals, as adjusted from time to time in accordance with
paragraph (b) of Section 6 above, and determine the value of the awards
for each Performance Period, subject to the approval of the President
of Chadwick's and/or the Chairman of the Board of Chadwick's.

Achievement of Performance Goals shall result in payment of
the target award. Failure to achieve Performance Goals will result in a
decrease or elimination of the Participant's award. Exceeding
Performance Goals will result in an increased award.

Performance Goal awards may be adjusted upward or downward by
the E.C.C. due to special circumstances or individual performance
review. Without limiting the generality of the foregoing, the Committee
may reduce or eliminate awards to Participants receiving "Needs
Improvement" performance ratings.

(b) If an employee becomes a Participant after the beginning
of a Performance Period, the award payable to him shall be prorated in
accordance with the portion of the Performance Period in which he is a
Participant.

(c) In the event of termination of employment of a Participant
for any reason prior to the last day of the Performance Period, a
Participant thereafter shall have no further rights under the Plan and
shall not be entitled to payment of any award.

-3-
<PAGE> 6
may, in its sole discretion, value and direct that all or some portion
of the award be deemed earned and payable, taking into account the
duration of employment during the Performance Period, the Participant's
performance, and other matters as the E.C.C. shall deem appropriate. In
the event of termination of employment for cause, as defined and
determined by the E.C.C. in its sole discretion, no payment shall be
made with regard to any prior or current Performance Period.

(d) If a Participant shall be actively employed by the Company
less than a full Performance Period because of an accident or illness
but completes 26 weeks of active employment during said Performance
Period, the award otherwise payable to said Participant for said
Performance Period shall not be reduced because of a failure of active
employment due to such accident or illness.

If a Participant shall be actively employed by the Company
less than a full Performance Period because of an accident or illness
and does not complete 26 weeks of active employment during said
Performance Period, said Participant shall receive such award, if any,
for said Performance Period as the E.C.C. shall determine.

Any time for which a Participant receives sick leave and/or
vacation payments shall be deemed active employment time. Any time for
which a Participant receives short-term income protection, short-term
disability and/or long-term disability payments shall not be deemed
active employment time.

The provisions in this Section 7 are subject to the terms of
any employment agreement, severance agreement or severance plan
applicable to any one or more participants and in the event of any
conflict, such terms shall control payment.

8. Payment of Awards. As soon as practicable after valuation of the
award for each Performance Period, payment shall be made in cash with respect to
the award earned by each Participant.

9. Deferral of Awards. Participants who are designated by the E.C.C. as
being eligible to participate in the Chadwick's of Boston, Ltd. General Deferred
Compensation Plan may elect to defer all or a portion of their awards in
accordance with the terms of such General Deferred Compensation Plan. In the
absence of such election, the E.C.C., in its sole discretion, in consideration
of a Participant's request, may defer all or a portion of an award in accordance
with the terms of such General Deferred Compensation Plan.

10. Designation of Beneficiary.

-4-
<PAGE> 7
shall be entitled to receive the amount , if any, payable under the
Plan upon his death. A Participant may from time to time revoke or
change his beneficiary by filing a new designation with the Company.
The last such designation received by the Company shall be controlling,
provided, however, that no designation change or revocation thereof,
shall be effective unless received by the Company prior to the
Participant's death, and in no event shall it be effective as of a date
prior to receipt.

(b) If no such beneficiary designation is in effect at the
time of a Participant's death, or if no designated beneficiary survives
the Participant, or if such designation conflicts with law, the payment
of the amount, if any, payable under the Plan upon his death shall be
made to the Participant's estate. If the E.C.C. is in doubt as to the
right of any person to receive any amount, the E.C.C. may retain such
amount, without liability for any interest thereon, until the rights
thereto are determined, or the E.C.C. may pay such amount into any
court of appropriate jurisdiction, and such payment shall be a complete
discharge of the liability of the Plan, the Company, and the E.C.C.
therefor.

11. Notices. Each Participant whose employment relationship with the
Company has terminated, either voluntarily or involuntarily, shall be
responsible for furnishing the Company, to the attention of the E.C.C. or such
person as may be designated by the E.C.C., with the current and proper address
for the mailing of notices and the delivery of agreements and payments. Any
notice required or permitted to be given shall be deemed given if directed to
the person to whom addressed at such address and mailed by regular United States
mail, first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing shall be suspended until the Participant
furnishes the proper address.

12. Rights of Participants. Nothing contained in the Plan and no action
taken pursuant to the Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship between the Company and any Participant or his
legal representative or designated beneficiary, or other persons.

If and to the extent that any Participant or his legal representative
or designated beneficiary, as the case may be, acquires a right to receive any
payment from the Company pursuant to the Plan, such right shall be no greater
than the right of an unsecured general creditor of the Company.

13. No Employment Rights. Nothing in this Plan or any other document
describing or referring to this Plan shall be deemed to confer on any
Participant the right to continue in the employ of the Company or his respective
employer or affect the right of such employer to terminate the employment of any
such person with or without cause.

14. Certain Payments Upon a Change of Control. If, upon a Change of
Control (as defined in Exhibit A hereto) of Chadwick's, amounts payable or that
would or might be

-5-
<PAGE> 8
payable in respect of an individual under the Plan instead are paid to such
individual or his estate or beneficiary pursuant to any change of control
severance plan or agreement, or any similar plan, agreement or arrangement, to
which the Company is a party, payments in respect of such individual hereunder
shall be reduced pro tanto.

15. Nonalienation of Award. No amounts or other rights under the Plan
shall be sold, transferred, assigned, pledged, or otherwise disposed of or
encumbered by a Participant, except as provided herein, and shall not be subject
to attachment, garnishment, execution, or other creditor's processes.

16. Withholding Taxes. The Company shall have the right to deduct
withholding taxes from any payments made pursuant to the Plan, or make such
other provisions as it deems necessary or appropriate to satisfy its obligations
to withhold federal, state, or local income or other taxes incurred by reason of
payments pursuant to the Plan.

17. Termination, Amendment and Modification. The E.C.C. or the Board of
Directors of Chadwick's may from time to time amend, modify, or discontinue the
Plan or any provision hereof. No amendment to or discontinuance or termination
of the Plan, shall, without the written consent of the Participant, adversely
affect any rights of such Participant that have vested. This Plan shall continue
until terminated by the E.C.C. or the Board of Directors of Chadwick's.

18. Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

19. Controlling Law. This Plan shall be construed and enforced
according to the laws of the Commonwealth of Massachusetts, to the extent not
preempted by Federal law, which shall otherwise control.

20. Miscellaneous Provisions.

(a) All costs and expenses involved in administering the Plan
as provided herein, or incident thereto, shall be borne by the Company.

(b) The E.C.C. may, in its sole discretion, reduce or
eliminate awards granted or money payable to any Participant or all
Participants if it determines that such awards or payment may cause the
Company to violate any applicable law, regulation, controls, or
guidelines. Such reduction or elimination may be made notwithstanding
that the possible violation might be eliminated by reducing or not
increasing compensation or benefits of other associates, it being the
intent of the Plan not to inhibit the discretion of the Company to
provide such forms and amounts of compensation and benefits to
employees as it deems advisable.

-6-
<PAGE> 9
EXHIBIT A

"Change of Control" shall mean the occurrence of any one of the
following events occurring after the initial public offering of Chadwick's of
Boston, Ltd. stock:

(a) there occurs a change of control of Chadwick's of Boston,
Ltd. ("Chadwick's") 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 no transaction shall be deemed to be a Change
of Control as to a Participant (i) if the person or each member of a
group of persons acquiring control is excluded from the definition of
the term "Person" hereunder or (ii) unless the Executive Compensation
Committee (the "Committee") shall otherwise determine prior to such
occurrence, if the Participant or a Participant Related Party is the
Person or a member of a group constituting the Person acquiring
control; or

(b) any Person other than Chadwick's, any wholly-owned
subsidiary of Chadwick's, or any employee benefit plan of Chadwick's or
such a subsidiary becomes the owner of 20% or more of Chadwick's Common
Stock and thereafter individuals who were not directors of Chadwick's
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 Board of Directors of Chadwick's; 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

(d) Chadwick's 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 Chadwick's shall be owned, leased or
otherwise controlled by another Person and (ii) individuals who are
directors of Chadwick's 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

-1-
<PAGE> 10
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
Chadwick's 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 Chadwick's 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 shareholders of Chadwick's 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:

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 July 1, 1996; 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 July 1, 1996; or

-2-
<PAGE> 11
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 July 1, 1996; provided, that until such time as The TJX
Companies, Inc. ("TJX") and its 80% or more owned (direct or indirect)
subsidiaries shall cease to own at least 5% of the outstanding Common Stock,
neither TJX nor any 80% or more owned (direct or indirect) subsidiary of TJX
shall be deemed a person.

A "Participant Related Party" shall mean, with respect to a
Participant, any affiliate or associate of the Participant other than Chadwick's
or a Subsidiary of Chadwick's. 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,
Chadwick's).

"Participant" means a participant in the Plan.

-3-

<PAGE> 1
EXHIBIT 10.3

CHADWICK'S OF BOSTON, LTD.
LONG RANGE MANAGEMENT
INCENTIVE PLAN
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
1. Purpose........................................................ 1

2. Definitions. ................................................. 1

3. Effective Date................................................. 2

4. Administration................................................. 2

5. Eligibility.................................................... 2

6. Description of Awards.......................................... 2

7. Payment of Awards. ........................................... 3

8. Deferral of Awards............................................. 3

9. Termination of Employment...................................... 3

10. Disability.................................................... 4

11. Designation of Beneficiary.................................... 4

12. Notices....................................................... 5

13. Rights of Participants. ..................................... 5

14. Certain Payments Upon a Change of Control..................... 5

15. No Employment Rights.......................................... 5

16. Nonalienation of Award........................................ 5

17. Withholding Taxes............................................. 5

18. Termination, Amendment, and Modification...................... 6

19. Headings and Captions. ...................................... 6

20. Controlling Law............................................... 6
</TABLE>

-ii-
<PAGE> 3
<TABLE>
<S> <C>
21. Miscellaneous Provision....................................... 6
</TABLE>

-iii-
<PAGE> 4
CHADWICK'S OF BOSTON, LTD.
LONG RANGE MANAGEMENT
INCENTIVE PLAN

1. Purpose. The purpose of the Long Range Management Incentive Plan
(the "Plan") is to advance the interests of Chadwick's of Boston, Ltd.
("Chadwick's") and its shareholders by providing competitive incentive
compensation to those officers and key employees of Chadwick's and its
subsidiaries (collectively the "Company"), upon whose judgment, initiative, and
efforts the Company depends for its profitable growth. It is expected that this
Plan will enable the Company to attract, retain, motivate, and reward the best
qualified executives.

2. Definitions. Unless the context requires otherwise, the following
words as used in the Plan shall have the meanings ascribed to each below, it
being understood that masculine, feminine, and neuter pronouns are used
interchangeably, and that each comprehends the others.

(a) "Award Period" shall mean a period of three consecutive
Fiscal Years, specified by the E.C.C. Award Periods may overlap and
employees may participate simultaneously with respect to more than one
Award Period.

(d) "Participant" shall mean any officer or other key employee
of Chadwick's or any subsidiary of Chadwick's who is designated a
Participant by the E.C.C.
pursuant to the Plan.

(e) "Performance Criteria" shall mean the standards of
measurement of performance by the Company, or performance by any
division or subsidiary of the Company for each Award Period established
by the E.C.C. for awards under the Plan, based upon objectives selected
by the E.C.C. from the long-range plans and strategic goals of the
Company, division or subsidiary, as the case may be.

(f) "Performance Goal" for any Participant with respect to any
Performance Criterion shall mean the level of performance at which
maximum award is payable

-1-
<PAGE> 5
pursuant to this Plan. Performance Goals are established by the E.C.C.
pursuant to paragraph (b) of Section 6 below.

3. Effective Date. The effective date of the Plan shall be
______________, 1996.

4. Administration. This Plan shall be administered by the E.C.C. The
E.C.C. shall have full authority to interpret the Plan; to establish, amend, and
rescind rules for carrying out the Plan; to administer the Plan; to determine
the terms and provisions of any agreements pertaining to the Plan, and to make
all other determinations necessary or advisable for its administration. The
E.C.C. shall not be bound to any standards of uniformity or similarity of
action, interpretation, or conduct in the discharge of its duties hereunder,
regardless of the apparent similarity of the matters coming before it. Its
determination shall be binding on all parties.

5. Eligibility. At the commencement of each Award Period, the E.C.C.
shall designate Participants subject to the terms and conditions of the Plan.
The E.C.C. may, in special circumstances, designate additional Participants for
any Award Period subsequent to the commencement of said Award Period. The E.C.C.
will consider, but shall have no obligation to follow, recommendations from the
President and Chief Executive Officer of Chadwick's as to the designation of
Participants.

6. Description of Awards.

(a) Designation of Performance Criteria. At the commencement
of each Award Period, the E.C.C. shall determine one or more
Performance Criteria for each Award Period and the relative weight to
be given to each Performance Criterion. Performance Criteria and the
weighting thereof may vary by Participant and may be different for
different Award Periods. Such Performance Criteria may include, but
shall not be limited to, measures such as pre-tax income, return on
sales, and return on shareholders equity.

(b) Performance Goals. At the commencement of each Award
Period, the E.C.C. shall establish a range of Performance Goals from
minimum to maximum for each Performance Criteria for said Award Period.
Performance Goals may vary by Participant and may be different for
different Award Periods.

At any time designated by the E.C.C. during an Award Period or
thereafter, but prior to award payment, appropriate adjustments in the
goals may be made by the E.C.C. to avoid undue windfalls or hardships
due to external conditions outside the

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<PAGE> 6
control of management, changes in method of accounting, nonrecurring or
abnormal items, or other matters as the E.C.C. shall, in its sole
discretion, determine.

(c) Award Opportunity. Upon the designation of each
Participant, the E.C.C. shall designate the maximum award, expressed in
dollars or a percent of average base salary, payable to each
Participant upon attainment of all Performance Goals for said
Participant, and the reduction in maximum award upon attainment of less
than the Performance Goal for any Criterion. Failure to achieve a
Performance Goal will result in a decrease in value, thereby
eliminating or substantially reducing the Participant's award. In
making each grant, the E.C.C. shall consider the Participant's salary,
position, and ability to impact the performance against goals during
the Award Period. Upon completion of each Award Period and
certification of the Company's financial statements by the Company's
independent public accountants for the last Fiscal Year included in
each Award Period, the E.C.C. shall review performance against goals,
as adjusted from time to time in accordance with subsection 6(b)
hereof, and determine the award payable to each.

7. Payment of Awards. As soon as practicable after E.C.C. determination
of awards for each Award Period, payment shall be made in cash to each
Participant.

8. Deferral of Awards. Participants who are designated by the E.C.C. as
being eligible to participate in the Chadwick's of Boston, Ltd. General Deferred
Compensation Plan may elect to defer all or a portion of their awards in
accordance with the terms of such General Deferred Compensation Plan. In the
absence of such election, the E.C.C., in its sole discretion, in consideration
of a Participant's request, may defer all or a portion of an award in accordance
with the terms or such General Deferred Compensation Plan.

9. Termination of Employment. In the event of termination of employment
for any reason prior to the last day of an Award Period, a Participant
thereafter shall have no further rights under the Plan and shall not be entitled
to payment of any award.

In the event of termination of employment for cause, as defined and
determined by the E.C.C., in its sole discretion, no payment shall be made with
regard to any prior or current Award Period.

If termination of employment occurs (i) by reason of death, (ii) due to
normal retirement under a retirement plan of the Company, or earlier retirement
after age 55 with the consent of the Company, or (iii) with the consent of the
Company, the E.C.C. may, in its sole discretion, value and direct that all or a
portion of a Participant's award be deemed earned and payable, taking into
account the duration of employment during the Award Period, the Participant's
performance, and such other matters as the E.C.C. shall deem appropriate.

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<PAGE> 7
In the event of death, payment, if any, shall be made as soon as
practicable following the end of the Fiscal Year in which such event occurred.
In the event of other termination, payment, if any, shall be made after
completion of the applicable Award Period(s) in accordance with Section 7.

The provisions in this Section 9 are subject to the terms of any
employment agreement, severance agreement or severance plan applicable to any
one or more participants, and in the event of conflict such terms shall control
payment.

10. Disability. If a Participant shall be actively employed less than a
full Award Period because of an accident or illness but shall be actively
employed at least twenty-six weeks within each Fiscal Year included within said
Award Period, the award payable to said Participant for said award Period shall
not be reduced because of a failure of active employment because of such
disability. If a Participant shall be actively employed less than a full Award
Period because of an accident or illness and shall not be actively employed at
least twenty-six weeks within each Fiscal Year included within said Award
Period, said Participant shall earn such portion of the award payable to him for
said Award Period as the E.C.C. shall determine. The time during which a
Participant shall be receiving sick leave and/or vacation payment shall be
deemed active employment time. Time during which a Participant shall be
receiving short-term income protection, short-term disability, and/or long-term
disability payments shall not be deemed active employment time. The provisions
in this Section 10 are subject to the terms of any employment agreement,
severance agreement or severance plan applicable to any one or more
participants, and in the event of any conflict such terms shall control payment.

11. Designation of Beneficiary.

(a) Subject to applicable law, each Participant shall have the
right to file with the Company, to the attention of the E.C.C. or such
person as may be designated by the E.C.C., a written designation of one
or more persons as the beneficiary(ies) who shall be entitled to
receive the amount, if any, payable under the Plan upon his death.
Person as used herein shall mean a natural person, a trust, a
partnership, a corporation, or any other legal entity. A Participant
may, from time to time, revoke or change his beneficiary by filing a
new designation with the Company. The last such designation received by
the Company shall be controlling, provided, however, that no
designation change or revocation thereof shall be effective unless
received by the Company.

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<PAGE> 8
may pay such amount into any court of appropriate jurisdiction, and
such payment shall be a complete discharge of the liability of the
Plan, the Company, and the E.C.C. therefor

12. Notices. Each Participant whose employment relationship with the
Company has terminated, either voluntarily or involuntarily, shall be
responsible for furnishing the Company, to the attention of the E.C.C. or such
person as may be designated by the E.C.C., with the current and proper address
for the mailing of notices and the delivery of agreements and payments. Any
notice required or permitted to be given shall be deemed given if directed to
the person to whom addressed at such address and mailed by regular United States
mail, first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing will be suspended until the Participant
furnishes the proper address.

13. Rights of Participants. Nothing contained in the Plan and no action
taken pursuant to the Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship between the Company and any Participant or his
legal representative or designated beneficiary, or other persons.

14. Certain Payments Upon a Change of Control. If, upon a Change of
Control (as defined in Exhibit A hereto) of Chadwick's, amounts payable or that
would or might be payable in respect of an individual under the Plan instead are
paid to such individual or his estate or beneficiary pursuant to any change of
control severance plan or agreement, or any similar plan, agreement or
arrangement, to which the Company is a party, payments in respect of such
individual hereunder shall be reduced pro tanto.

15. No Employment Rights. Nothing in this Plan or any other document
describing or referring to this Plan shall be deemed to confer on any
Participant the right to continue in the employ of the Company or his respective
employer or affect the right of such employer to terminate the employment of any
such person with or without cause.

16. Nonalienation of Award. No amounts payable or other rights under
the Plan shall be sold, transferred, assigned, pledged, or otherwise disposed of
or encumbered by a Participant, except as provided herein, and shall not be
subject to attachment, garnishment, execution, or other creditor's processes.

17. Withholding Taxes. The Company shall have the right to deduct
withholding taxes from any payments made pursuant to the Plan, or make such
other provisions as it deems

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<PAGE> 9
necessary or appropriate to satisfy its obligations for withholding federal,
state or local income or other taxes incurred by reason of payments pursuant to
the Plan.

18. Termination, Amendment, and Modification. The E.C.C. or the Board
of Directors of Chadwick's may from time to time amend, modify, or discontinue
the Plan or any provision hereof. No amendment to, or discontinuance, or
termination of the Plan shall, without the written consent of the Participant,
adversely affect any rights of such Participants that have vested. This Plan
shall continue until terminated by the E.C.C. or the Board of Directors of
Chadwick's.

19. Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

20. Controlling Law. This Plan shall be construed and enforced
according to the laws of the Commonwealth of Massachusetts, to the extent not
preempted by Federal law, which shall otherwise control.

21. Miscellaneous Provision.

(a) All costs and expenses involved in administering the Plan
as provided herein, or incident thereto, shall be borne by the Company.

(b) Participation in this Plan shall not preclude an employee
from participation in any other Chadwick's plans or benefits.

(c) The E.C.C. may, in its sole discretion, reduce or
eliminate awards granted or money payable to any Participant or all
Participants if it determines that such awards or payments may cause
the Company to violate any applicable law, regulation, controls, or
guidelines. Such reduction or elimination may be made notwithstanding
that the possible violation might be eliminated by reducing or not
increasing compensation or benefits of other associates, it being the
intent of the Plan not to inhibit the discretion of the Company to
provide such forms and amounts of compensation and benefits to
employees as it deems advisable.

(d) Subject to the terms of Section 14 and any applicable
employment agreement, severance agreement or severance plan, in the
event of the merger, sale, consolidation, dissolution, liquidation, or
change of control of Chadwick's, the E.C.C. may, in its sole
discretion, value and cause to be paid all or any portion of the unpaid
award for any prior or current Award Period.

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<PAGE> 10
EXHIBIT A

Definition of "Change of Control"

"Change of Control" shall mean the occurrence of any one of the
following events occurring after the initial public offering of Chadwick's of
Boston, Ltd. stock:

(a) there occurs a change of control of Chadwick's of Boston,
Ltd. ("Chadwick's") 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 no transaction shall be deemed to be a Change
of Control as to a Participant (i) if the person or each member of a
group of persons acquiring control is excluded from the definition of
the term "Person" hereunder or (ii) unless the Executive Compensation
Committee (the "Committee") shall otherwise determine prior to such
occurrence, if the Participant or a Participant Related Party is the
Person or a member of a group constituting the Person acquiring
control; or

(b) any Person other than Chadwick's, any wholly-owned
subsidiary of Chadwick's, or any employee benefit plan of Chadwick's or
such a subsidiary becomes the owner of 20% or more of Chadwick's Common
Stock and thereafter individuals who were not directors of Chadwick's
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 Board of Directors of Chadwick's; 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

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<PAGE> 11
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 Chadwick's 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
Chadwick's 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 shareholders of Chadwick's 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:

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 July 1, 1996; 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 July 1, 1996; or

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<PAGE> 12
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.

"Participant" means a participant in the Plan.

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<PAGE> 1
EXHIBIT 10.4

CHADWICK'S OF BOSTON, LTD.
1996 EQUITY INCENTIVE PLAN
<PAGE> 2
INDEX

<TABLE>
Page
<S> <C> <C>
SECTION 1. GENERAL PURPOSE OF THE PLAN.................................................................. 1

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

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

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

SECTION 5. LIMITATIONS ON TERM AND DATES OF AWARDS...................................................... 3

SECTION 6. STOCK OPTIONS................................................................................ 4

SECTION 7. STOCK APPRECIATION RIGHTS; DISCRETIONARY
PAYMENTS............................................................................. 7

SECTION 8. RESTRICTED STOCK; UNRESTRICTED STOCK......................................................... 10

SECTION 9. DEFERRED STOCK AWARDS........................................................................ 11

SECTION 10. PERFORMANCE UNIT AWARDS...................................................................... 12

SECTION 11. OTHER STOCK-BASED AWARDS; SUPPLEMENTAL GRANTS................................................ 14

SECTION 12. TRANSFER, LEAVE OF ABSENCE................................................................... 16

SECTION 13. AMENDMENTS AND TERMINATION................................................................... 16

SECTION 14. STATUS OF PLAN............................................................................... 17

SECTION 15. CHANGE OF CONTROL PROVISIONS................................................................. 17

SECTION 16. GENERAL PROVISIONS........................................................................... 17

SECTION 17. DEFINITIONS................................................................................. 18

DEFINITION OF "CHANGE OF CONTROL........................................................................... 21
</TABLE>

<PAGE> 3
CHADWICK'S OF BOSTON, LTD.
1996 EQUITY INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN.

The name of the plan is The Chadwick's of Boston, Ltd. 1996 Equity
Incentive Plan (the "Plan"). The purpose of the Plan is to secure for Chadwick's
of Boston, Ltd. (the "Company") and its stockholders the benefit of the
incentives inherent in Common Stock ownership and the receipt of incentive
awards by selected key employees 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 employees by providing an
opportunity for capital appreciation and giving suitable recognition for
services which contribute materially to the success of the Company.

SECTION 2. PLAN ADMINISTRATION.

The Plan shall be administered by a Committee of not less than two
Disinterested Persons, who shall be appointed by the Board and who shall serve
at the pleasure of the Board.

The Committee shall have the power and authority to grant Awards
consistent with the terms of the Plan, including the power and authority:

(i) to select the officers and other key employees of the
Company and its Subsidiaries to whom Awards may from time to time be
granted;

(ii) to determine the time or times of grant, and the extent,
if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Unrestricted Stock, Deferred
Stock, Performance Units and any Other Stock-based Awards, or any
combination of the foregoing, granted to any one or more participants;

(iii) to determine the number of shares to be covered by any
Award;

(iv) to determine the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any
Award, which terms and conditions may differ among individual Awards
and participants;

(v) to determine whether, to what extent, and under what
circumstances Stock and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the
participant and whether and to what extent the Company shall pay or
credit amounts equal to interest (at rates
<PAGE> 4
determined by the Committee) or dividends or deemed dividends on such
deferrals; and

(vi) to adopt, alter and repeal such rules, guidelines and
practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related Award
Agreements); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in
connection with the Plan; and to 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 reserved and
available for issuance under the Plan shall be 800,000, including shares issued
in lieu of or upon reinvestment of dividends arising from Awards. For purposes
of this limitation, Awards and Stock which are forfeited, reacquired by the
Company or satisfied without the issuance of Stock shall not be counted and such
limitation shall apply only to shares which have become free of any restrictions
under the Plan. Subject to such overall limitation, shares may be issued up to
such maximum pursuant to any type or types of Award, including Incentive Stock
Options. Shares issued under the Plan may be authorized but unissued shares or
shares reacquired by the Company.

The maximum number of shares as to which Stock Options or Stock
Appreciation Rights may be awarded in any calendar year to any one individual
under the Plan shall be 100,000. For purposes of the preceding sentence, the
repricing of a Stock Option or a Stock Appreciation Right shall be treated as an
additional award.

(b) Stock Dividends, Mergers, etc. In the event of a stock dividend,
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 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

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<PAGE> 5
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 15. The provisions of this paragraph (b) shall result in adjustment to
the per-individual award limit described in the second subparagraph of paragraph
(a) only to the extent, if any, consistent with the rules under Section 162(m)
of the Code.

(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 concurrently become employees of the Company or a Subsidiary 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 maximum number of
shares provided for in Section 3(a) only to the extent that the substitute
Awards are both (i) granted to persons whose relationship to the Company does
not make (and is not expected to make) them subject to Section 16(b) of the Act
and (ii) are granted in substitution for awards issued under a plan approved, to
the extent then required under Rule 16b-3 (or any successor rule under the Act)
by the stockholders of the entity which issued such predecessor awards.

SECTION 4. ELIGIBILITY.

Participants in the Plan will be such full or part time officers and
other key employees of the Company and its Subsidiaries (excluding any director
who is not a full time employee) 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. Persons
who are not employees of the Company or a subsidiary (within the meaning of
Section 422 of the Code) shall not be eligible to receive grants of Incentive
Stock Options.

SECTION 5. LIMITATIONS ON TERM AND DATES OF AWARDS.

(a) Duration of Awards. Subject to Sections 16(a) and 16(c) below, no
restrictions or limitations on Awards shall extend beyond 10 years from the
grant date,

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<PAGE> 6
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 July ____, 2006,
but then outstanding Awards may extend beyond such date.

SECTION 6. STOCK OPTIONS.

Any Stock Option 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 Incentive Stock
Options or Non-Qualified Stock Options. To the extent that any option does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option.

Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted to the Committee under
the Plan be so exercised, so as to disqualify the Plan or, without the consent
of the optionee, any Incentive Stock Option under Section 422 of the Code.

Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(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 (i)
in the case of an Incentive Stock Option, shall be not less than 100% of Fair
Market Value on the date of grant, and (ii) in the case of a Non-Qualified Stock
Option, shall be not less than 85% of Fair Market Value on the date of grant.
Notwithstanding the foregoing, the Committee may a determine an option price per
share of Stock purchasable under a Non-Qualified Stock Option which is less than
85% of Fair Market Value on the date of grant (but in no event less than 50% of
Fair Market Value on the date of grant), provided that the total number of
shares purchasable under outstanding Non-Qualified Stock Options at an exercise
price that is less than 85% of Fair Market Value on the date of grant, plus the
number of outstanding shares of Restricted Stock subject to restrictions on
transfer that may lapse in less than three years, shall not exceed 5% of the
shares of Stock then reserved for issuance under the Plan.

(b) If an employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than 10% of
the combined voting

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<PAGE> 7
power of all classes of stock of the Company or any Subsidiary or parent
corporation and an Incentive Stock Option is granted to such employee, the
option price shall be not less than 110% of Fair Market Value on the grant date.

(c) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years after
the date the option is granted. If an employee owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Company or any
Subsidiary or parent corporation and an Incentive Stock Option is granted to
such employee, the term of such option shall be no more than five years from the
date of grant.

(d) 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.

(e) Method of Exercise. Stock Options may be exercised 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 instrument
acceptable to the Committee or by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price. As determined by the Committee, in its discretion, at
(or, in the case of Non-Qualified Stock Options, after) grant, payment in full
or in part of the exercise price or to pay withholding taxes (as provided in
Section 16(c)) may also be made in the form of shares of Stock not then subject
to restrictions under any Company plan. An optionee 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.

(f) Non-transferability of Options. Except as may otherwise be
determined by the Committee in the case of a Non-Qualified Stock Option, (i) no
Stock Option shall be transferable by the optionee otherwise than by will or by
the laws of descent and distribution, and (ii) all Stock Options shall be
exercisable, during the optionee's lifetime, only by the optionee.

(g) Termination by Death. If an optionee's employment by the Company
and its Subsidiaries terminates by reason of death, the Stock Option may
thereafter be exercised, to the extent then exercisable (or on such accelerated
basis as the Committee shall at any time determine), by the legal representative
or legatee of the optionee, for a period of

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<PAGE> 8
three 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.

(h) Termination by Reason of Disability. Any Stock Option held by an
optionee whose employment by the Company and its Subsidiaries has terminated, or
who has been designated an inactive employee, by reason of Disability 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 basis as
the Committee shall at any time determine) for a period of three 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 of an optionee during the final year
of such exercise period shall 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.

(i) Termination by Reason of Normal Retirement. If an optionee's
employment by the Company and its Subsidiaries terminates by reason of Normal
Retirement, any Stock Option held by such optionee may thereafter be exercised
to the extent that it was then exercisable (or on such accelerated basis as the
Committee shall at any time determine) for a period of three 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 of an optionee during the final year of such exercise period shall extend
such period for one year following death, subject to earlier termination on the
expiration of the stated term of the option, if earlier.

(j) Other Termination. Unless otherwise determined by the Committee, if
an optionee's employment by the Company and its Subsidiaries terminates for any
reason other than death, Disability, Normal Retirement, or for Cause, any Stock
Option held by such optionee 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 three
months (or such longer period up to three years as the Committee shall specify
at or after grant) from the date of termination of employment or until the
expiration of the stated term of the option, if earlier. If an optionee's
employment terminates for Cause of if the optionee resigns and the Company
determines within 60 days thereafter that the optionee's conduct prior to his or
her resignation warranted a discharge for Cause, the unexercised portion of any
Stock Option then held by the optionee shall immediately terminate.

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<PAGE> 9
(k) Form of Settlement. Subject to Section 16(a) and Section 16(c)
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 Deferred
Stock, or may reserve the right to so provide after time of grant.

(l) Certain Stock Options. Reference is made to the 1996 initial public
offering ("IPO") of the Common Stock. Effective upon the effective date of the
IPO, there shall be awarded hereunder to each employee of the Company and its
Subsidiaries who on such effective date holds options to purchase common stock
in The TJX Companies, Inc. ("TJX") which are not yet exercisable as of such date
("TJX Options") a number of Stock Options such that the difference between the
aggregate exercise price of such Stock Options and the Fair Market Value of
Stock issuable thereunder equals, as nearly as practicable, the difference
between the aggregate exercise price of the employee's TJX Options and the
aggregate value of the TJX common stock issuable upon exercise of such TJX
Options. Such awards shall be subject to the termination or relinquishment of
the corresponding TJX Options, and the Stock Options so awarded will be subject
to substantially the same terms, including date of exercise, as the
corresponding TJX Options. For purposes of this paragraph (l), Fair Market Value
shall be deemed to be the price of Stock to the public as set forth in the final
prospectus for the IPO, and the value of the TJX common stock shall be deemed to
be the closing price of TJX common stock on the New York Stock Exchange on the
date of such final prospectus. The exercise price per share of each Stock Option
issued under this paragraph (l) shall bear the same ratio to Fair Market Value
as the exercise price per share of the corresponding TJX Option surrendered
hereunder bears to the value of TJX common stock.

(m) Repricing Options. Once a Stock Option is awarded, the option price
per share of Stock purchaseable under the Stock Option shall not be reduced
without the approval of the stockholders of the Company, except that such option
price may be reduced (i) pursuant to Section 3 of the Plan and (ii) for Stock
Options covering shares of Stock aggregating at the time no more than 5% of the
shares of Stock then reserved for issuance under the Plan.

SECTION 7. STOCK APPRECIATION RIGHTS; DISCRETIONARY PAYMENTS.

(a) Nature of Stock Appreciation Right. A Stock Appreciation Right is
an Award entitling the recipient to receive an amount in cash or shares of Stock
(or in a form of payment permitted under paragraph (e) below) or a combination
thereof having a value equal to (or if the Committee shall so determine at time
of grant, less than) the

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<PAGE> 10
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 Stock Appreciation Right was granted in tandem
with a Stock Option) multiplied by the number of shares with respect to which
the Stock Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment.

(b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
Rights may be granted in tandem with, or independently of, any Stock Option
granted under the Plan. In the case of a Stock Appreciation Right granted in
tandem with a Non-Qualified Stock Option, such Right may be granted either at or
after the time of the grant of such option. In the case of a Stock Appreciation
Right granted in tandem with an Incentive Stock Option, such Right may be
granted only at the time of the grant of the option.

A Stock Appreciation Right or applicable portion thereof granted in
tandem with a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that a
Stock Appreciation Right granted with respect to less than the full number of
shares covered by a related Stock Option shall not be reduced until the exercise
or termination of the related Stock Option exceeds the number of shares not
covered by the Stock Appreciation Right.

(c) Terms and Conditions of Stock Appreciation Rights. Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined from time to time by the Committee, subject to the following:

(i) Stock Appreciation Rights granted in tandem with Stock
Options shall be exercisable only at such time or times and to the
extent that the related Stock Options shall be exercisable.

(ii) Upon the exercise of a Stock Appreciation Right, the
applicable portion of any related Stock Option shall be surrendered.

(iii) Except as otherwise determined by the Committee, Stock
Appreciation Rights granted in tandem with a Stock Option shall be
transferable only with such Stock Option; other Stock Appreciation
Rights shall not be transferable otherwise than by will or the laws of
descent and distribution; and all Stock Appreciation Rights shall be
exercisable during the participant's lifetime only by the participant
or the participant's legal representative.

(iv) A Stock Appreciation Right granted in tandem with an
Incentive Stock Option may be exercised only when the market price of
the Stock subject to the Incentive Stock Option exceeds the exercise
price of such option.

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<PAGE> 11
(d) Discretionary Payments. Notwithstanding that a Stock Option at the
time of exercise shall not be accompanied by a related Stock Appreciation Right,
if the market price of the shares subject to such Stock Option exceeds the
exercise price of such Stock Option at the time of its exercise, the Committee
may, in its discretion, cancel such Stock Option, in which event 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 a form of payment permitted under paragraph (e) below) 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. The Committee may exercise its discretion under the first sentence of
this paragraph (d) only in the event of a written request of the person
exercising the option, which request shall not be binding on the Committee.

(e) Settlement in the Form of Restricted Shares or Rights to Receive
Deferred Stock. Subject to Sections 16(a) and 16(c) below, shares of Stock
issued upon exercise of a Stock Appreciation Right or as a Discretionary Payment
shall be free of all restrictions under the Plan, except as provided in the
following sentence. The Committee may provide at the time of grant in the case
of a Stock Appreciation Right (and at the time of payment in the case of a
Discretionary Payment) that such shares shall be in the form of shares of
Restricted Stock or rights to acquire Deferred Stock, or in the case of a Stock
Appreciation Right may reserve the right to so provide at any time after the
time of grant. Any such shares and any shares subject to rights to acquire
Deferred Stock shall be valued at Fair Market Value on the date of exercise of
the Stock Appreciation Right or the date the Stock Option is canceled in the
case of Discretionary Payments.

(f) Rules Relating to Exercise. Except as otherwise determined by the
Committee, in the case of a participant subject to the restrictions of Section
16(b) of the Act no stock appreciation right (as referred to in Rule 16b-3(e) or
any successor Rule under the Act) shall be exercised (and no request or payment
under paragraph (d) above shall be honored or made) except in compliance with
any applicable requirements of Rule 16b-3(e) or any successor rule.
Notwithstanding paragraph (a) above, in the event of such exercise (or request
and payment) during the exercise period currently prescribed by such rule, the
Committee may prescribe, by rule of general application, such other measure of
value as it may determine but not in excess of the highest per share closing
sale price of the Common Stock reported on the New York Stock Exchange Composite
Transactions Index during such period and, where a Stock Appreciation Right
relates to

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<PAGE> 12
an Incentive Stock Option, not in excess of an amount consistent with the
qualification of such Stock Option as an "incentive stock option" under Section
422 of the Code.

SECTION 8. RESTRICTED STOCK; UNRESTRICTED STOCK.

(a) Nature of Restricted Stock Award. A Restricted Stock Award is an
Award entitling the recipient to acquire shares of Stock for such purchase
price, if any, and subject to such conditions, including a Company right during
a specified period or periods to repurchase such shares at their original
purchase price (or to require forfeiture of such shares, if the purchase price
was zero) upon the participant's termination of employment, as the Committee may
determine at the time of grant.

(b) Award Agreement. Unless the Committee shall otherwise determine, a
participant who is granted a Restricted Stock Award shall have no rights with
respect to such Award unless the participant shall have accepted the Award
within 60 days (or such shorter period as the Committee may specify) following
the award date by making payment to the Company by certified or bank check or
other instrument acceptable to the Committee in an amount equal to the specified
purchase price, if any, of the shares covered by the Award and by executing and
delivering to the Company a Restricted Stock Award Agreement in such form as the
Committee shall determine.

(c) Rights as a Shareholder. Upon complying with paragraph (b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock including voting and dividend rights, subject to
nontransferability restrictions and Company repurchase or forfeiture rights
described in this Section and subject to any other conditions contained in the
Award Agreement. 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.

(d) Restrictions. Except as otherwise determined by the Committee,
shares of Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of except as specifically provided herein. In
the event of termination of employment with the Company and its subsidiaries for
any reason such shares shall be resold to the Company at their purchase price,
or forfeited to the Company if the purchase price was zero, except as set forth
below.

(i) The Committee at the time of grant shall specify the date
or dates (which may depend upon or be related to the attainment of
performance goals and other conditions) on which the nontransferability
of the Restricted Stock and the obligation to resell such shares to the
Company shall lapse. The date or dates so

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<PAGE> 13
specified shall be no less than three years from the date of grant,
provided, however, that the Committee may specify earlier dates in
Awards of Restricted Stock provided that the total number of
outstanding shares of Restricted Stock which by the terms of the
applicable Awards vest on such earlier dates, plus the number of shares
of Stock purchasable under outstanding Non-Qualified Stock Options
bearing an option price of less than 85% of Fair Market Value at time
of grant, shall not exceed 5% of the shares of Stock then reserved for
issuance hereunder. The Committee at any time may accelerate such date
or dates and otherwise waive or, subject to Section 13, amend any
conditions of the Award.

(ii) Except as may otherwise be provided in the Award
Agreement, in the event a participant's employment by the Company and
its Subsidiaries terminates for any reason (including death), a
participant or the participant's legal representative shall offer to
resell to the Company, at the price paid therefor, all Restricted
Stock, and the Company shall have the right to purchase the same at
such price, or if the price was zero to require forfeiture of the same,
provided that except as provided in the Award Agreement, the Company
must exercise such right of repurchase or forfeiture not later than the
60th day following such termination of employment.

(e) Waiver, Deferral and Reinvestment of Dividends. The Restricted
Stock Award Agreement may require or permit the immediate payment, waiver,
deferral or investment of dividends paid on the Restricted Stock.

(f) Unrestricted Stock. The Committee may, in its sole discretion,
grant (or sell at such purchase price as the Committee may determine) to any
participant shares of Stock free of restrictions under the Plan ("Unrestricted
Stock"). Shares of Unrestricted Stock may be granted or sold as described in the
preceding sentence in respect of past services or other valid consideration.

SECTION 9. DEFERRED STOCK AWARDS.

(a) Nature of Deferred Stock Award. A Deferred Stock Award is an award
entitling the recipient to acquire shares of Stock with or without payment in
one or more installments at a future date or dates, all as determined by the
Committee. The Committee may also condition such acquisition on the attainment
of specified performance goals.

(b) Award Agreement. Unless the Committee shall otherwise determine, a
participant who is granted a Deferred Stock Award shall have no rights with
respect to a such Award unless within 60 days of the grant of such Award or such
shorter period as

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<PAGE> 14
the Committee may specify, the participant shall have accepted the Award by
executing and delivering to the Company a Deferred Stock Award Agreement.

(c) Restrictions on Transfer. Except as otherwise determined by the
Committee, Deferred Stock Awards and all rights with respect to such Awards may
not be sold, assigned, transferred, pledged or otherwise encumbered and rights
with respect to such Awards shall be exercisable during the participant's
lifetime only by the participant or the participant's legal representative.

(d) Rights as a Shareholder. A participant receiving a Deferred Stock
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 actually received by the participant. A participant shall be
entitled to receive a stock certificate for shares of Deferred Stock only upon
satisfaction of all conditions therefor specified in the Deferred Stock Award
Agreement.

(e) Termination. Except as may otherwise be provided by the Committee
at any time prior to termination of employment, a participant's rights in all
Deferred Stock 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. At any time prior to the participant's
termination of employment the Committee may in its discretion accelerate, waive,
or, subject to Section 13, amend any or all of the restrictions or conditions
imposed under any Deferred Stock Award.

(g) Payments in Respect of Deferred Stock. Without limiting the right
of the Committee to specify different terms, the Deferred Stock Award Agreement
may either make no provisions for, or may require or permit the immediate
payment, deferral or investment of amounts equal to, or less than, any cash
dividends which would have been payable on the Deferred Stock had such Stock
been outstanding, all as determined by the Committee in its sole discretion.

SECTION 10. PERFORMANCE UNIT AWARDS.

(a) Nature of Performance Units. A Performance Unit 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. The
Committee in its sole discretion shall determine whether and to whom Performance
Unit Awards shall be made, the performance goals applicable under each such
Award, the periods during which performance is to be measured, and all other
limitations and conditions applicable

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<PAGE> 15
to the awarded Performance Unit. Performance Units may be awarded independently
of or in connection with the granting of any other Award under the Plan.

(b) Award Agreement. Unless the Committee shall otherwise determine, a
participant shall have no rights with respect to a Performance Unit Award unless
within 60 days of the grant of such Award or such shorter period as the
Committee may specify, the participant shall have accepted the Award by
executing and delivering to the Company a Performance Unit Award Agreement.

(c) Restrictions on Transfer. Except as otherwise determined by the
Committee, Performance Unit Awards and all rights with respect to such Awards
may not be sold, assigned, transferred, pledged or otherwise encumbered, and if
exercisable over a specified period, shall be exercisable during the
participant's lifetime only by the participant or the participant's legal
representative.

(d) Rights as a Shareholder. A participant receiving a Performance Unit
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 actually received by the participant. A participant shall be
entitled to receive a stock certificate evidencing the acquisition of shares of
Stock under a Performance Unit Award only upon satisfaction of all conditions
therefor specified in the Performance Unit Award Agreement.

(e) Termination. Except as may otherwise be provided by the Committee
at any time prior to termination of employment, a participant's rights in all
Performance Unit 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. At any time prior to the participant's
termination of employment by the Company and its Subsidiaries, the Committee may
in its sole discretion accelerate, waive or, subject to Section 13, amend any or
all of the goals, restrictions or conditions imposed under any Performance Unit
Award.

(g) Exercise. The Committee in its sole discretion shall establish
procedures to be followed in exercising any Performance Unit, which procedures
shall be set forth in the Performance Unit Award Agreement. The Committee may at
any time provide that payment under a Performance Unit shall be made, upon
satisfaction of the applicable performance goals, without exercise by the
participant. Except as otherwise specified by the Committee, (i) a Performance
Unit granted in tandem with a Stock Option may be exercised only while the Stock
Option is exercisable, and (ii) the exercise of a Performance Unit granted in
tandem with any Award shall reduce the number of shares

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<PAGE> 16
subject to the related Award on such basis as is specified in the Performance
Unit Award Agreement.

SECTION 11. OTHER STOCK-BASED AWARDS; SUPPLEMENTAL GRANTS.

(a) Nature of Awards. The Committee may grant other Awards under which
Stock is or may in the future be acquired ("Other Stock-based Awards"). Such
awards may include, without limitation, securities (including shares of
Preferred Stock) convertible into or exchangeable for shares of Stock upon such
conditions, including attainment of performance goals, as the Committee shall
determine. Subject to the purchase price limitations in paragraph (b) below,
such convertible or exchangeable securities may have such terms and conditions
as the Committee may determine at the time of grant. However, no convertible or
exchangeable debt or preferred stock shall be issued unless the Committee shall
have provided (by Company right of repurchase, right to require conversion or
exchange or other means deemed appropriate by the Committee) a means of avoiding
any right of the holders of such debt or Preferred Stock to prevent a Company
transaction by reason of covenants in such debt or voting rights in such
Preferred Stock.

(b) Purchase Price; Form of Payment. The Committee may determine the
consideration, if any, payable upon the issuance or exercise of an Other
Stock-based Award. The Committee may permit payment by certified check or bank
check or other instrument acceptable to the Committee or by surrender of other
shares of Stock (excluding shares then subject to restrictions under the Plan).

(c) Forfeiture of Awards; Repurchase of Stock; Acceleration or Waiver
of Restrictions. The Committee may determine the conditions under which an Other
Stock- based Award shall be forfeited or, in the case of an Award involving a
payment by the recipient, the conditions under which the Company may or must
repurchase such Award or related Stock. At any time the Committee may in its
sole discretion accelerate, waive or, subject to Section 13, amend any or all of
the limitations or conditions imposed under any Other Stock-based Award.

(d) Award Agreements. Unless the Committee shall otherwise determine, a
participant shall have no rights with respect to any Other Stock-based Award
unless within 60 days after the grant of such Award (or such shorter period as
the Committee may specify) the participant shall have accepted the Award by
executing and delivering to the Company an Other Stock-based Award Agreement.

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<PAGE> 17
(e) Nontransferability. Except as otherwise determined by the
Committee, Other Stock-based Awards may not be sold, assigned, transferred
(other than by will or the laws of descent and distribution), pledged or
encumbered, or be exercisable during the participant's lifetime by other than
the participant or the participant's legal representative.

(f) Rights as a Shareholder. A recipient of any Other Stock-based Award
will have rights of a shareholder only at the time and to the extent, if any,
specified by the Committee in the Other Stock-based Award Agreement.

(g) Deemed Dividend Payments; Deferrals. Without limiting the right of
the Committee to specify different terms at or after grant, an Other Stock-based
Award Agreement may require or permit the immediate payment, waiver, deferral or
investment of dividends or deemed dividends payable or deemed payable on Stock
subject to the Award.

(h) Supplemental Grants. The Company may in its sole discretion make a
loan to the recipient of an Award hereunder, either on or after the date of
grant of such Award. Such loans may be made either in connection with the
exercise of a Stock Option, a Stock Appreciation Right, or an Other Stock-based
Award, in connection with the purchase of shares under any Award, or in
connection with the payment of any federal income tax in respect of income
recognized under an Award. The Committee shall have full authority to decide
whether to make a loan hereunder and to determine the amount, term and
provisions of any such loan, including the interest rate (which may be zero)
charged in respect of any such loan, whether the loan is to be secured or
unsecured or with or without recourse against the borrower, the terms on which
the loan is to be repaid and the conditions, if any, under which it may be
forgiven. However, no loan hereunder shall have a term (including extensions)
exceeding ten years in duration or be in an amount exceeding the total exercise
or purchase price paid by the borrower under an Award under the Plan plus an
amount equal to the cash payment permitted in the following paragraph.

The Committee may at any time authorize a cash payment, in respect of
the grant or exercise of an Award under the Plan or the lapse or waiver of
restrictions under an Award, which shall not exceed the amount which would be
required in order to pay in full the federal income tax due as a result of
ordinary income recognized by the recipient under both the Award and such cash
payment, in each case assuming that such income is taxed at the regular maximum
marginal rate applicable to individuals under the Code as in effect at the time
such income is includable in the recipient's income. Subject to the foregoing,
the Committee shall have complete authority to decide whether to make such

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<PAGE> 18
cash payments in any case, to make provision for such payments either
simultaneously with or after the grant of the associated Award, and to determine
the amount of each such payment.

SECTION 12. TRANSFER, LEAVE OF ABSENCE.

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

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

(ii) an approved leave of absence for military service or
sickness, or for any other purpose approved by the Company, 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.

SECTION 13. 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 (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award if it were
then granted under this Plan) 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. 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; provided, however, that no person subject to the
restrictions of Section 16(b) of the Act may be eligible for or be granted any
such Stock Options or other Awards if such eligibility or grant would cause the
Plan to fail to satisfy the requirements of Rule 16b-3 or any successor rule
under the Act as in effect on the applicable date.

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<PAGE> 19
SECTION 14. 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, 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 15. 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 and Stock Appreciation Right shall
automatically become fully exercisable unless the Committee shall
otherwise expressly provide at the time of grant.

(ii) Restrictions and conditions on Restricted Stock, Deferred
Stock, Performance Units and Other Stock-based Awards shall
automatically be deemed waived only if and to the extent, if any,
specified (whether at or after time of grant) by the Committee.

The Committee may at any time prior to or after a Change of Control accelerate
the exercisability of any Stock Options and Stock Appreciation Rights and may
waive restrictions, limitations and conditions on Restricted Stock, Deferred
Stock, Performance Units and Other Stock-based Awards to the extent it shall in
its sole discretion determine.

SECTION 16. 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.

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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) 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.

(c) 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 or
Preferred 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 (or Preferred Stock) not
then subject to restrictions under any Company plan or (ii) have the Company
hold back from the transfer or vesting Stock (or Preferred Stock) having a value
calculated to satisfy such withholding obligation. Notwithstanding the
foregoing, in the case of a participant subject to the restrictions of Section
16(b) of the Act, except as otherwise determined by the Committee, no such
election shall be effective unless made in compliance with any applicable
requirements of Rule 16b-3 or any successor rule under the Act.

SECTION 17. DEFINITIONS.

The following terms shall be defined as set forth below:

(a) "Act" means the Securities Exchange Act of 1934.

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(b) "Award" or "Awards" except where referring to a particular
category of grant under the Plan shall include Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Unrestricted Stock Awards,
Deferred Stock Awards, Performance Unit Awards and Other
Stock-based Awards.

(d) "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.

(e) "Code" means the Internal Revenue Code of 1986, as amended,
and any successor Code, and related rules, regulations and
interpretations.

(f) "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.

(g) "Deferred Stock Award" is defined in Section 9(a).

(h) "Disability" means disability as determined in accordance with
standards and procedures similar to those used under the
Company's long term disability program.

(i) "Disinterested Person" shall have the meaning set forth in
Rule 16b-3(d)(3) promulgated under the Act, or any successor
definition under the Act.

(j) "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.

(k) "Incentive Stock Option" means any Stock Option intended to be
and designated as an "incentive stock option" as defined in
the Code.

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(l) "Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.

(m) "Normal Retirement" means retirement from active employment
with the Company and its Subsidiaries on or after the normal
retirement date specified in the Chadwick's of Boston, Ltd.
Retirement Plan.

(n) "Other Stock-based Award" is defined in Section 11(a).

(o) "Performance Unit Award" is defined in Section 10(a).

(p) "Restricted Stock Award" is defined in Section 8(a).

(q) "Stock" means the Common Stock, $.01 par value, of the
Company, subject to adjustments pursuant to Section 3.

(r) "Stock Appreciation Right" means a right described in Section
7(a) and granted, either independently of other Awards or in
tandem with the grant of a Stock Option.

(s) "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 6.

(t) "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.

(u) "Unrestricted Stock Award" is defined in Section 8(b).

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EXHIBIT A

DEFINITION OF "CHANGE OF CONTROL"

"Change of Control" shall mean the occurrence of any one of the
following events occurring after the initial public offering of the Company's
stock:

(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 no
transaction shall be deemed to be a Change of Control as to a
Participant (i) if the person or each member of a group of persons
acquiring control is excluded from the definition of the term "Person"
hereunder or (ii) unless the Committee shall otherwise determine prior
to such occurrence, if the Participant or a Participant Related Party
is the Person or a member of a group constituting the Person acquiring
control; 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

(d) the Company executes an agreement of acquisition, merger
or consolidation which contemplates that (i) after the effective date
provided for in

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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:

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<PAGE> 25
(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 July 1, 1996; 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 July 1, 1996; or

(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 July 1, 1996) 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 July 1, 1996; provided, however, that until such time as
The TJX Companies, Inc. ("TJX") and its 80% or more owned (direct or indirect)
subsidiaries shall cease to own at least 5% of the outstanding Common Stock,
neither TJX nor any 80% or more owned (direct or indirect) subsidiary of TJX
shall be deemed a Person.

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.

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<PAGE> 1
EXHIBIT 10.5

CHADWICK'S OF BOSTON, LTD.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE> 2
Article 1. - Introduction

1.1. In General. Chadwick's of Boston, Ltd. (the "Company") has
established the Supplemental Executive Retirement Plan effective __________,
1996.

1.2. Purpose. The purpose of the Supplemental Executive Retirement Plan
is:

(a) to provide certain designated employees with a competitive
level of retirement benefits by supplementing benefits payable
under the Company's tax-qualified retirement plans;

(b) to provide retired employees with retirement benefits in
fulfillment of obligations under individual retirement
agreements; and

(c) to equalize retirement benefits for certain designated
employees whose benefits under the Chadwick's of Boston, Ltd.
Retirement Plan are reduced pursuant to provisions of the
Internal Revenue Code which with respect to tax qualified
retirement plans impose limitations on compensation or maximum
benefits.

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<PAGE> 3
Article 2. - Definitions

2.1. "Average Compensation" shall mean the average of the Key
Employee's Compensation over the five (5) full calendar years yielding the
highest such average and occurring during the last ten (10) calendar years prior
to the earlier of the Key Employee's (a) attainment of age 65 or (b) retirement
or other termination of employment with the Company. In the case of a Key
Employee who becomes disabled as defined in the Company's long-term disability
plan, Average Compensation shall be determined on the basis of the five (5) full
calendar years yielding the highest such average and occurring during the last
ten (10) calendar years of the Key Employee's employment with the Company prior
to commencement of benefits under the Company's long-term disability plan. If
the Key Employee has not completed five full calendar years of employment prior
to the commencement of benefits under the Company's long-term disability plan,
Average Compensation shall be based on the number of full calendar years he or
she was employed by the Company prior to the commencement of such benefits.

2.2. "Code" shall mean the Internal Revenue Code of 1986, as the same
presently exists and as the same may hereafter be amended, or any successor
statute of similar purpose. References to specific sections of the Code shall be
considered references to identifiable similar provisions of successor statutes.

2.3. "Committee" shall mean the Executive Compensation Committee of the
Board of Directors of Chadwick's of Boston, Ltd.

2.4. "Company" shall mean Chadwick's of Boston, Ltd. and any
wholly-owned subsidiaries.

2.5. "Compensation" shall mean, for any calendar year, a Key Employee's
actual base salary earned and any short-term incentives awarded during the
calendar year (before taking into account any reduction in base salary or
short-term incentives pursuant to a salary reduction agreement under Section
401(k) or Section 125 of the Code). Any base salary or short-term incentives
that are deferred under the Chadwick's of Boston, Ltd. General Deferred
Compensation Plan shall be included as "Compensation" for the calendar year in
which the salary is earned or short-term incentives are awarded but not included
for the calendar year in which such deferred compensation is paid. By way of
example and not by way of limitation, Compensation shall not include employer
contributions to the Chadwick's of Boston, Ltd. Retirement Plan or Matching
Contributions under the Chadwick's of Boston, Ltd. General Savings/Profit
Sharing Plan (or any similar plan); income or gains resulting from the receipt,
sale, exchange, exercise or other disposition of stock or stock options, awards
and benefits, including stock appreciation rights, under the Chadwick's of
Boston, Ltd. 1996 Equity Incentive Plan or any other long-term incentive plan of
the Company; expense reimbursements or payments in lieu of expense
reimbursement; auto allowances, financial counseling fees, tuition
reimbursements or the value of other fringe benefits provided by the Company or
any

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<PAGE> 4
other employer (even if wholly or partially currently taxable as income to the
Key Employee); or employer contributions to Social Security made by the Company
or another employer on behalf of the Key Employee.

2.6. "Deferred Compensation Amount" shall mean any income deferred
under the Chadwick's of Boston, Ltd. General Deferred Compensation Plan which
(a) but for the deferral would be included in the definition of "Compensation"
under the Chadwick's of Boston, Ltd. Retirement Plan (without regard to the
limitations described in Code section 401(a)(17)) and (b) is paid to the Key
Employee after he or she retires or terminates.

2.7. "Key Employee" shall mean any employee or retired former employee
of the Company who is designated by the Committee as such under Article 3 of the
Plan. Each Key Employee shall be designated by the Committee as a "Category A
Key Employee," a "Category B Key Employee," or a "Category C Key Employee" in
the manner provided in Article 3.

2.8. "Plan" shall mean the Chadwick's of Boston, Ltd. Supplemental
Executive Retirement Plan as set forth in this document, including any and all
amendments hereto and restatements hereof.

2.9. "Primary Social Security Benefit" shall mean the annual primary
insurance amount to which the Key Employee is entitled or would, upon
application therefor, become entitled at the later of age 65 or actual
retirement under the provisions of the Federal Social Security Act as in effect
on the Key Employee's termination date assuming that the Key Employee will have
no income after termination which would be treated as wages for purposes of the
Social Security Act.

2.10. "Retirement Agreements" shall mean any individual agreement now
existing or hereafter executed between any Key Employee and the Company pursuant
to which any cash payment or payments are made directly to the Key Employee
after retirement or termination of employment for the purpose of providing
retirement income to said employee or his or her spouse.

2.11. "Retirement Plan Benefit" shall mean the annual benefit payable
at the later of age 65 or actual retirement under the Chadwick's of Boston, Ltd.
Retirement Plan on a life annuity basis.

2.12. "Savings/Profit Sharing Plan Benefit" shall mean an annual
benefit computed by converting the value of the Key Employee's Matching
Contribution Account payable under the Chadwick's of Boston, Ltd. General
Savings/Profit Sharing Plan to a life annuity commencing at the later of age 65
or actual retirement. The Committee shall determine the actuarial factors used
in converting the Matching Contribution Account to a life annuity.

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<PAGE> 5
2.13. "Years of Service" shall mean the total completed years and
months of a Key Employee's uninterrupted service with the Company from the date
that the Key Employee commences employment with the Company until the earliest
of termination of employment, retirement or age 65. A leave of absence approved
by the Company shall not constitute an interruption of service but the period of
such absence shall be excluded from Years of Service for all purposes under the
Plan.

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<PAGE> 6
Article 3. - Key Employees

3.1. Designation of Key Employees. An employee or retired former
employee of the Company shall be a Key Employee if, and only if, designated as
such by the Committee. All Key Employees are intended to be selected from among
a group limited to management or highly compensated employees of the Company.
Each individual designated as a Key Employee shall be identified as belonging to
one of the following categories: a "Category A Key Employee", a "Category B Key
Employee", or a "Category C Key Employee". The most recent "Category" to which
such Key Employee is assigned determines the nature of the benefits to which he
or she may become entitled under the Plan.

3.2. Category A Key Employee. A Category A Key Employee is a Key
Employee who will receive the benefit provided under Article 4 of the Plan after
retirement or other separation from service in discharge of obligations of the
Company under individual Retirement Agreements between the Company and such
person.

3.3. Category B Key Employee. A Category B Employee is a Key Employee
who, upon meeting the requirements of Section 5.2, will receive the benefit
provided under Article 5 of the Plan to supplement benefits payable under the
Company's tax-qualified retirement plans. If, however, at the time a Category B
Key Employee retires or otherwise terminates employment, the benefit under
Article 6 of the Plan would provide a greater benefit to such Key Employee than
the benefit provided under Article 5 of the Plan, then such Key Employee will be
designated a Category C Key Employee and will receive the benefit provided under
Article 6.

3.4. Category C Key Employee. A Category C Key Employee is a Key
Employee who, upon meeting the requirement of Section 6.1, will receive the
benefit provided under Article 6 of the Plan to compensate him or her for
reductions in benefits under the Chadwick's of Boston, Ltd. Retirement Plan by
reason of (i) the operation of the limitation provisions of Section 401(a)(17)
or Section 415 of the Code, and/or (ii) the deferral of certain income which,
but for the deferral, would be included in the definition of "Compensation"
under the Chadwick's of Boston, Ltd. Retirement Plan.

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<PAGE> 7
Article 4. - Category A Key Employee Benefit

4.1. Category A Key Employee Benefit. Each present or future Category A
Key Employee (and, where so provided in the individual Retirement Agreements
between the Company and such Key Employee, the surviving spouse or other
beneficiary(ies) of such Key Employee) shall receive the benefit provided under
the Retirement Agreement with such Key Employee under the terms and subject to
the limitations set forth in said Retirement Agreement. Appendix A identifies
the individual Retirement Agreements now existing. Appendix A shall from time to
time be amended by the Committee by the addition of new individual Retirement
Agreements or by the amendment or termination of then existing Retirement
Agreements.

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<PAGE> 8
Article 5. - Category B Key Employee Benefit

5.1. Requirement for a Full Benefit. Each Category B Key Employee
retiring at or after age 65 with 20 or more Years of Service shall be entitled
to receive a supplemental retirement benefit under this Article 5 so that the
sum of his or her Retirement Plan Benefit, Savings/Profit Sharing Plan Benefit,
Primary Social Security Benefit and the annual benefit that would be payable
under this Article 5 as a life annuity commencing at the later of age 65 or
actual retirement equals 50% of such Key Employee's Average Compensation. The
supplemental retirement benefit will be determined under the formula set forth
in Section 5.3.

5.2. Minimum Requirement. Each Category B Key Employee shall be
entitled to receive a supplemental retirement benefit under this Article 5
provided he or she has attained age 55 while in the employ of the Company and
has completed at least 10 Years of Service. The supplemental retirement benefit
will be determined under the formula set forth in Section 5.3.

5.3. Benefit Formula. The monthly benefit payable at age 65 or later to
a Category B Key Employee who qualifies for a benefit under Sections 5.1 or 5.2
shall be 1/12 of the product of (a) and (b), such product offset (reduced) by
the sum of (c), (d) and (e), where:

(a) is two and one-half percent (2 1/2%) of the Key Employee's
Average Compensation,

(b) is the number of Years of Service completed by the Key
Employee, up to a maximum of twenty (20) such Years,

(d) is the Key Employee's annual Savings/Profit Sharing Plan
Benefit, and

(e) is the Key Employee's annual Primary Social Security Benefit.

5.4. Reduction for Early Retirement. A Category B Key Employee who has
met the requirements of Section 5.2 and retires prior to age 65 may elect to
receive his or her supplemental retirement benefit under this Article prior to
age 65, but not earlier than the date on which he or she first receives benefits
under the Chadwick's of Boston, Ltd. Retirement Plan (except as otherwise
expressly determined by the Committee). If the Category B Key Employee receives
benefits commencing at age 65 or later, the amount of his or her supplemental
retirement benefit shall be equal to the benefit determined under Section 5.3,
but if benefits commence prior to age 65, the supplemental retirement benefit
will be reduced pursuant to factors adopted by the Committee.

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<PAGE> 9
5.5. Pre-Retirement Death Benefit. If a Category B Key Employee dies
after he or she has met the age and service requirements for a benefit as set
forth in Section 5.2 but prior to the commencement of benefits under the Plan,
his or her spouse will be entitled to receive a monthly benefit payable for the
spouse's lifetime. The monthly amount of such survivor benefit will be the
amount of benefit that would have been payable to the spouse on account of the
Key Employee's death if the Key Employee had retired and commenced receiving
benefits on the day before the day of his or her death in a 50% joint and
survivor annuity form whereby the Key Employee would have received a reduced
pension upon retirement and upon such Key Employee's death one-half of such
reduced benefit were payable to the Key Employee's spouse. A spouse entitled to
receive a benefit hereunder shall have no right to receive the benefit in any
payment form other than that specified herein, but the Company may determine, in
its sole discretion, to commute the benefits payable to the spouse by paying to
the spouse a lump sum amount equal to the actuarial present value of such
payments, determined using the same assumptions that apply under Section 7.2(b)
below.

5.6. Limited Death Benefits. Except as provided in Sections 5.5 and
7.2, no benefit shall be payable under this Article 5 upon the death of a
Category B Key Employee either before or after retirement or other termination
of employment.

5.7. Benefits in the Event of Disability. If a Category B Key Employee
should become disabled as defined by the Company's long-term disability plan,
the Key Employee will be credited with Year(s) of Service for the period in
which he or she receives such disability payments for purposes of Sections 5.2
and 5.3. For purposes of meeting the minimum requirements of Section 5.2, the
Key Employee will be deemed to be actively employed while receiving long-term
disability benefits. Long-term disability payments, however, will not be
included in determining Compensation. A Key Employee who qualifies for benefits
under this Section 5.7 may elect to commence benefits at any time after the
later of (i) age 55 or (ii) the termination of his or her long-term disability
payments, provided that, if benefits commence prior to age 65, such benefits
will be reduced in accordance with Section 5.4.

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<PAGE> 10
Article 6. - Category C Key Employee Benefit

6.1. Category C Key Employee Benefits. Each Category C Key Employee who
has a fully vested right to benefits under the Chadwick's of Boston, Ltd.
Retirement Plan shall be entitled to receive a benefit under the Plan equal to
the difference between (a) and (b) below, where

(a) is the benefit the Key Employee would have received under the
Chadwick's of Boston, Ltd. Retirement Plan on a life annuity
basis, if (1) neither the limitations of Code Sections 415(b)
or 415(e), whichever is applicable, nor the limitations of
Code Section 401(a)(17) existed and/or (2) the Key Employee
did not have any Deferred Compensation Amounts; and

(b) is the benefit which the Key Employee is actually entitled to
receive under the Chadwick's of Boston, Ltd. Retirement Plan
on a life annuity basis.

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<PAGE> 11
Article 7. - Methods of Benefit Payment

7.1. Category A Key Employees. Benefits payable to Category A Key
Employees shall be paid in the manner prescribed in the Retirement Agreement
providing for such benefits. If the Retirement Agreement to which reference is
made does not specify the manner in which such benefits are to be paid, the
manner in which such benefits are distributed and the timing of such
distributions shall be determined by reference to the provisions of the
Chadwick's of Boston, Ltd. Retirement Plan, as though such benefits were being
provided under that Plan.

7.2.Category B Key Employees.

(a) The benefit payable hereunder to a Category B participant
shall be paid in the same form as the participant's benefit
under the Chadwick's of Boston, Ltd. Retirement Plan, unless
the participant elects the lump sum form of payment described
at paragraph (b) below or except as otherwise determined by
the Committee. Any benefit payable hereunder other than as a
single life annuity for the participant's lifetime shall be
adjusted actuarially (using such assumptions and factors as
the Committee may determine from time to time) to reflect such
other form of payment, it being the intention of this
provision to result in an aggregate payment hereunder and
under the Chadwick's of Boston, Ltd. Retirement Plan which is
actuarially equivalent to the aggregate amount that would be
payable hereunder and under the Retirement Plan in a
single-life annuity form. Notwithstanding the preceding
sentence, the amount of any lump sum payable hereunder shall
be determined by applying the assumptions specified in
paragraph (b) below.

(b) A Category B participant may elect to receive a lump sum
payment in full satisfaction of his or her benefit otherwise
payable hereunder. Any such election shall be made in
accordance with the rules set forth in paragraph (c) below.
The amount of the lump sum payment shall be the actuarial
equivalent of the benefit that would otherwise be payable to
the participant hereunder in a life annuity form, determined
by using an interest assumption equal to the "Interest Rate"
in effect under the Chadwick's of Boston, Ltd. General
Deferred Compensation Plan for the year in which payment is
made (or such other interest assumption as the Committee may
determine) and such other factors and assumptions as the
Committee may specify.

(c) An election to receive a lump sum distribution shall be made,
on a form provided by the Committee, no later than three
months prior to retirement under the Plan. For these purposes,
a Participant may retire even though he or she shall continue
to serve as a Member of the Board of Directors of the Company.

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<PAGE> 12
(d) Benefits payable in an annuity form shall commence on the
later of (a) the first day of the month coinciding with or
next following his or her retirement or (b) the date on which
the Participant is eligible to commence retirement benefits
under the Chadwick's of Boston, Ltd. Retirement Plan. Benefits
payable to the Participant in a lump sum distribution shall be
paid on the first day of the month following the later of (1)
one year following retirement or (2) two years following the
Participant's election to receive a lump sum distribution
pursuant to Section 7.2(c) herein. A Participant electing to
receive a lump sum distribution shall receive annuity payments
under the normal form of benefit until the month immediately
preceding the month in which the lump sum benefit is paid to
the Participant. In the event that a Participant dies prior to
receipt of the lump sum distribution elected hereunder,
annuity payments shall continue to the Participant's
beneficiary until the date on which a lump sum distribution
would have been paid to the Participant had he or she lived,
at which time the lump sum (adjusted to reflect any payments
already made) shall be paid to the Participant's beneficiary.

7.3. Category C Key Employees. Benefits payable to Category C Key
Employees shall be paid in a manner determined by the Committee.

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<PAGE> 13
Article 8. - Divestiture

8.1. Divestiture of Category A Key Employee. Category A Key Employees
shall be subject to divestiture of benefits to the extent that the Retirement
Agreement(s) pursuant to which such benefits are included in the Plan so
provide.

8.2. Competition. The Committee shall have the authority to divest the
benefits under the Plan for any Category B or C Key Employee who ends his or her
employment voluntarily at any time, including by reason of retirement or
disability, and who within two years following such termination engages, either
as a principal, employee, partner, consultant or investor (other than a
less-than-1% equity interest in an entity), in a business which is a competitor
of the Company. A business shall be deemed a competitor of the Company if it
shall operate a catalog business dealing primarily in off-price apparel. For
purposes of this Section, The TJX Companies, Inc. and its subsidiaries shall
also be deemed competitors.

A Key Employee shall notify the Company immediately upon his securing
employment or becoming self-employed during the two years following voluntary
termination of employment, and shall furnish to the Committee written evidence
of his compensation earned from any such employment or self-employment, in each
case promptly following any request therefor by the Committee.

Any Key Employee may inquire of the Committee in writing whether any
proposed act shall be considered competition under this Section 8.2 and the
Committee shall provide a prompt reply.

If any Key Employee covered under this Section 8.2 engages in a
business determined by the Committee to be a competitor of the Company, the
Committee shall give notice in writing to the Key Employee that unless a written
appeal is submitted by the Key Employee to the Committee within thirty (30)
days, his or her benefits under the Plan will be forfeited. The Committee in its
discretion may also provide that if the Key Employee ceases to engage in such
business his or her benefits under the Plan will not be forfeited. Upon receipt
of the Committee's notice, the Key Employee shall have 30 days to submit a
written appeal of the Committee's decision. The Committee shall review the Key
Employee's appeal and notify the Key Employee of its decision within 30 days
from receipt of his or her appeal. If the Key Employee fails to submit an appeal
within 30 days, his or her benefits will be forfeited at the expiration of the
30-day period; provided, that if the Committee has determined that such benefits
will not be forfeited if the Key Employee ceases to engage in the competitor
business within a specified period, such benefits will be forfeited only if the
Key Employee continues to engage in such business after the expiration of such
specified period.

The provisions of this Section 8.2 shall cease to have effect upon the
occurrence of a Change of Control as defined in the Company's 1996 Equity
Incentive Plan or successor plan, as from time to time amended. The provisions
of this Section 8.2 shall not apply to a Key

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<PAGE> 14
Employee who voluntarily terminates employment at a time when he or she has
entered into an employment agreement with the Company or a Related Company
containing an express non-competition provision; instead, a violation by the Key
Employee of such provision shall result in the automatic forfeiture of benefits
under the Plan for such Key Employee.

If, at any time, pursuant to action of any court, administrative or
governmental body or other arbitral tribunal, the operation of any part of this
Section 8.2 shall be determined to be unlawful or otherwise unenforceable, then
the coverage of this Section 8.2 shall be deemed to be restricted as to
duration, geographical scope or otherwise, as the case may be, to the extent,
and only to the extent, enforceable in the particular jurisdiction in which such
determination is made.

8.3. Termination for Cause. Notwithstanding anything to the contrary
contained herein, if a Key Employee's employment is terminated for cause, all
benefits otherwise payable under the Plan shall be forfeited. For this purpose,
termination for cause shall mean termination of employment by reason of the Key
Employee's dishonesty, conviction of a felony, gross neglect of duties, or
conflict of interest. If, subsequent to termination of employment for other
reasons, and prior to the payment of all benefits hereunder, it is discovered
that a Key Employee engaged in acts or conduct which, had they been discovered,
would have resulted in termination of employment for cause, his or her
employment will be deemed to have been terminated for cause, and all unpaid
benefits hereunder shall be forfeited.

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<PAGE> 15
Article 9. - Funding and Administration

9.1. Source of Funds. All payments of benefits hereunder and all costs
of administration of the Plan shall be paid in cash from the general funds of
the Company, and no special or separate fund shall be required to be established
or other segregation of assets required to be made to assure such payments.
However, the Company may, in its discretion, establish a bookkeeping account or
reserve to meet its obligations hereunder and may establish a so-called "rabbi
trust" or similar grantor trust, and may fund such trust, for the purpose of
providing benefits hereunder. Except as provided in the preceding sentence,
nothing contained in the Plan and no action taken pursuant to the provisions of
the Plan shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company or the Committee and any employee or
other person. To the extent that any person acquires a right to receive payments
under the Plan, such right shall be no greater than the right of any unsecured
general creditor of that person's employer or former employer.

9.2. Administration of Plan. The Plan shall be administered by the
Committee, which shall have the full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof. The Committee
may employ legal counsel, consultants, actuaries and agents as it deems
desirable in the administration of the Plan and may rely on the opinions of such
counsel, the advice of such consultants, and the computations of such actuaries.
No member of the Committee shall be eligible for a benefit under the Plan unless
approved by the Board of Directors of Chadwick's of Boston, Ltd.

The Plan as it applies to employees of the Company is intended to be a
"pension plan" (within the meaning of Section 3(2) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) that is unfunded for ERISA
and tax purposes and that qualifies for the exemptions described in ERISA
Sections 201(a)(2), 301(a)(3) and 401(a)(1). The Committee shall be the "plan
administrator" of the Plan and shall have discretion to construe its terms and
determine each Key Employee's or other person's eligibility for benefits
hereunder. If any person claims any benefit hereunder, the Committee shall make
and communicate its decision with respect to the claim within 90 days from the
date the claim was received. Where special circumstances require additional time
for processing the claim, the ninety-day response period may be extended by the
Committee to 180 days. If the Committee does not render a written determination
prior to the expiration of such 90-day (or 180-day) period, the claim will be
deemed denied. If a claim hereunder is denied, the claimant may, within 60 days
of such denial, appeal the denial by written request for review delivered to the
Board of Directors of the Company or its designate, which request may include a
request to review pertinent documents and to submit issues and comments in
writing. The Board of Directors or its designate shall render a decision on the
appeal within 60 days (or, if special circumstances require an extension of the
time for processing, 120 days) after receipt of the request for review; but if
no written decision is rendered within such period(s), the appeal will be deemed
denied.

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<PAGE> 16
Article 10. - Amendment, Suspension, Termination or Assignment

10.1. Amendment, Suspension and Termination. The Plan may be amended,
suspended or terminated in whole or in part at any time and from time to time by
the Committee. No such amendment, suspension or termination shall retroactively
impair or otherwise adversely affect the rights of any person to benefits under
the Plan that have accrued prior to the date of such amendment, suspension or
termination as determined by the Committee, unless such reduction is by reason
of an amendment required by law or regulation of an administrative agency;
provided, however, that the Committee may amend the interest rate specified
under Section 7.2(b) without regard to whether such amendment has the effect of
decreasing the lump sum value of the Participant's benefit. Without limiting the
foregoing, if any time the Committee determines that the continued participation
of a Key Employee or beneficiary in the Plan could cause the Plan to fail to
qualify under Title I of the ERISA as an unfunded plan maintained primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees, the Committee may remove such Key Employee or
beneficiary from participation and take such other steps as it may deem
necessary or advisable under the circumstances.

10.2. Assignment. The rights and obligations of Chadwick's of Boston,
Ltd. shall enure to the benefit of and shall be binding upon the successors and
assigns of Chadwick's of Boston, Ltd.

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<PAGE> 17
Article 11. - Miscellaneous

11.1. Persons With Pre-IPO Service For The TJX Companies, Inc. and
Subsidiaries. Reference is made to the initial public offering of stock of the
Company (the "IPO"). In the case of Key Employees of the Company ("affected
employees") who were employed by the Company immediately following the IPO and
who immediately before the IPO were employees of The TJX Companies, Inc. and its
subsidiaries ("TJX"), the provisions of the Plan shall be applied by including
pre-IPO compensation from and service for TJX in the determination of benefits
hereunder to the same extent such compensation and benefits would have been
taken into account for such individual (had he or she been a participant) under
The TJX Companies, Inc. Supplemental Executive Benefit Plan (the "TJX SERP") as
in effect immediately prior to the IPO. It is intended that no benefits accrued
under the TJX SERP for an affected employee shall be paid under that plan, but
all such benefits, if any, shall be determined and paid under this Plan. The
Committee shall have full authority to make such adjustments in benefits payable
hereunder as it deems necessary to avoid the duplication of any benefits paid
under the TJX SERP.

11.2. Notices. Each Key Employee shall be responsible for furnishing
the Committee with the current and proper address for the mailing of notices,
reports and benefit payments. Any notice required or permitted to be given shall
be deemed given if directed to the person to whom addressed at such address and
mailed by regular United States mail, first-class and prepaid. If any check
mailed to such address is returned as undeliverable to the addressee, the
mailing of checks will be suspended until the Key Employee or beneficiary
furnishes the proper address.

11.3. Lost Distributees. A benefit shall be deemed forfeited if the
Committee is unable to locate the Key Employee or beneficiary to whom payment is
due, after diligent effort for a period of at least two (2) years, provided,
however, that the Committee shall have the authority (but not the obligation) to
reinstate such benefit upon the later discovery of a proper payee for such
benefit. Mailing of a notice in writing, by certified or registered mail, to the
last known address of the Key Employee and to the beneficiaries of such Key
Employee (if the addresses of such beneficiaries are known to the Committee) not
less frequently than once each year for the two-year period shall be considered
a diligent effort for this purpose.

11.4. Nonalienation of Benefits. None of the payments, benefits or
rights of any Key Employee or beneficiary shall be subject to any claim of any
creditor, and, in particular, to the fullest extent permitted by law, all such
payments, benefits and rights shall be free from attachment, garnishment,
trustee's process, or any other legal or equitable process available to any
creditor of such Key Employee or beneficiary. No Key Employee or beneficiary
shall have the right to alienate, anticipate, commute, pledge, encumber or
assign any of the benefits or payments which he or she may expect to receive,
contingently or otherwise, under the Plan, except the right to designate a
beneficiary or beneficiaries as hereinabove provided.

-16-
<PAGE> 18
11.5. Reliance on Data. The Company, the Committee and all other
persons associated with the Plan's operation shall have the right to rely on the
veracity and accuracy of any data provided by the Key Employee or by any
beneficiary, including representations as to age, health and marital status.
Such representations are binding upon any party seeking to claim a benefit
through a Key Employee. The Company, the Committee and all other persons
associated with the Plan's operation are absolved completely from inquiring into
the accuracy or veracity of any representation made at any time by a Key
Employee or beneficiary.

11.6. No Contract of Employment. Neither the establishment of the Plan,
nor any modification thereof, nor the creation of any fund, trust or account,
nor the payment of any benefits shall be construed as giving any Key Employee,
or any person whomsoever, the right to be retained in the service of the
Company, and all Key Employees and other persons shall remain subject to
discharge to the same extent as if the Plan had never been adopted.

11.7. Severability of Provision. If any provision of the Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provision had not been included.

11.8. Heirs, Assigns and Personal Representative. The Plan shall be
binding upon the heirs, executors, administrators, successors and assigns of the
parties, including each Key Employee and beneficiary, present and future.

11.9. Payments to Minors, Etc. Any benefit payable to or for the
benefit of a minor, an incompetent person or other person incapable of
receipting thereof shall be deemed paid when paid to such person's guardian or
to the party providing or reasonably appearing to provide for the care of such
person, and such payment shall fully discharge the Company, the Committee and
all other parties with respect thereto.

11.10. Effect on Other Plans. Any benefit payable under the Plan shall
not be deemed salary or other compensation for the purpose of computing benefits
under any employee benefit plan or other arrangement of the Company for the
benefit of its employees. However, the Committee in its sole discretion shall
have the right to determine in the case of any Key Employee whose compensation
is artificially reduced by deferral or election to reduce compensation or
otherwise, that the amount of such Key Employee's compensation shall be adjusted
for the purpose of computing his or her benefits under any welfare benefit plan
or compensation plan of the Company other than a qualified plan. In the event
that such benefit equalization program payments can not be made under such
employee welfare plan or other compensation plans, then the appropriate payments
shall be made from the Plan, all as determined by the Committee in its
discretion.

11.11. Government Regulations. It is intended that the Plan will comply
with all applicable laws and government regulations, and the Company shall not
be obligated to

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<PAGE> 19
perform an obligation hereunder in any case where, in the opinion of the
Company's counsel, such performance would result in violation of any law or
regulation.

11.12. Heading and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

11.13. Singular Includes Plural. Except where otherwise clearly
indicated by context, the singular shall include the plural, and vice-versa.

11.14. Controlling Law. The Plan shall be construed and enforced
according to the laws of the Commonwealth of Massachusetts, to the extent not
preempted by Federal law, which shall otherwise control.

-18-

<PAGE> 1
EXHIBIT 10.7

CHADWICK'S OF BOSTON, LTD.

GENERAL DEFERRED COMPENSATION PLAN

Effective _______, 1996
<PAGE> 2
CHADWICK'S OF BOSTON, LTD.

GENERAL DEFERRED COMPENSATION PLAN

<TABLE>
<S> <C>
1. Purpose................................................................. 1

2. Definitions............................................................. 1

3. Administration.......................................................... 2

4. Deferral of Compensation................................................ 2

5. Establishment of Deferred Account....................................... 4

6. Payment of Deferred Compensation........................................ 5

7. General Provisions...................................................... 6
</TABLE>
<PAGE> 3
CHADWICK'S OF BOSTON, LTD.

GENERAL DEFERRED COMPENSATION PLAN

1. Purpose. The purpose of the Chadwick's of Boston, Ltd. General
Deferred Compensation Plan is to provide a means for selected participants to
defer the payment of compensation.

2. Definitions.

(a) "Company" shall mean Chadwick's of Boston, Ltd. and its
subsidiaries, except that as used in Exhibit A the term
"Company" shall mean Chadwick's of Boston, Ltd. As used in the
preceding sentence and in Exhibit A, "subsidiary" means any
corporation or other entity 50% or more of the total combined
voting power of all classes of stock or other interests of
which are owned, directly or indirectly, by Chadwick's of
Boston, Ltd.

(b) "Deferred Compensation" shall mean "Eligible Compensation",
the payment of which has been deferred by a "Participant".

(d) "Eligible Compensation" shall mean (i) any base salary
payable, (ii) any cash bonus payable pursuant to an annual or
long-term incentive plan of the Company, (iii) any annual
retainer and/or meeting fees payable to directors of
Chadwick's of Boston, Ltd., and (iv) and, subject to such
exceptions as the E.C.C. may provide, other cash compensation
payable to a "Participant".

(e) "Eligible Participant" shall mean (i) an employee of the
Company who has been selected by the E.C.C. as eligible to
defer compensation or (ii) a Director of the Company. Persons
described in clause (i) shall be selected by the E.C.C. from
among management or highly compensated employees of the
Company. The E.C.C.'s determination of eligibility shall be
conclusive on all persons.

(f) "Fiscal Year" shall mean the fifty-two or fifty-three week
period ending on the last Saturday in January, and commencing
on the Sunday following the last Saturday in January of the
preceding calendar year. The First Quarter commences on the
Sunday following the last Saturday in January of the preceding
calendar year and includes the first through thirteenth week
of a Fiscal Year; the Second Quarter includes the fourteenth
through twenty-sixth week of a Fiscal Year; the Third Quarter
includes the twenty-seventh through thirty-ninth week of a
Fiscal Year; the Fourth Quarter includes the fortieth

<PAGE> 4
through fifty-second or fifty-third week of a Fiscal Year.
Said Four Quarters are the Fiscal Quarters of a Fiscal Year.

(g) "Interest Rate" for a Fiscal Year shall mean a rate equal to
the yield as quoted in the Wall Street Journal on the first
Monday of each Fiscal Month upon the issue of United States
Treasury Notes which has a period remaining to maturity of not
less than, but closest to, ten years after the first day of
such Fiscal Month, averaged over the previous 12 months, or if
there is no such quote, the E.C.C. shall determine a rate of
interest which is consistent with the foregoing.

(h) "Participant" shall mean an Eligible Participant who has
elected to defer compensation in accordance with the Plan.

(i) "Plan" shall mean the Chadwick's of Boston, Ltd. General
Deferred Compensation Plan as it may be amended from time to
time.

(j) "Termination Date" shall mean (i) in the case of an employee,
the date of severance of a Participant's employment with the
Company, whether by death, disability, Retirement,
resignation, discharge, or otherwise or (ii) in the case of a
Director, the date the individual ceases to be a Director of
Chadwick's of Boston, Ltd.

(k) "Retirement" shall mean a severance from the Company's
employment pursuant to the provisions of the Chadwick's of
Boston, Ltd. Retirement Plan as now in effect or as hereafter
amended.

3. Administration. This Plan shall be administered by the E.C.C. which,
in addition to the authority, power, and duty expressly set forth in the Plan,
shall have the authority, power, and duty, subject to the provisions of the
Plan, to (A) make rules and regulations for the deferral of compensation, the
designation of beneficiaries, and the payment of Deferred Compensation, (B)
interpret the Plan, and (C) make any other determinations that it believes
necessary or advisable for the administration of the Plan. Decisions and
determinations made by the E.C.C. shall be final and binding upon all persons.

-2 -
<PAGE> 5
ninety-day response period may be extended by the E.C.C. to 180 days. If the
E.C.C. does not render a written determination prior to the expiration of such
90-day (or 180-day) period, the claim will be deemed denied. If a claim
hereunder is denied, the claimant may, within 60 days of such denial, appeal the
denial by written request for review delivered to the Board of Directors of the
Company or its designee, which request may include a request to review pertinent
documents and to submit issues and comments in writing. The Board of Directors
or its designee shall render a decision on the appeal within 60 days (or, if
special circumstances require an extension of the time for processing, 120 days)
after receipt of the request for review; but if no written decision is rendered
within such period(s), the appeal will be deemed denied. No person who is a
Participant in the Plan shall act under this paragraph as a member of the
E.C.C., the full Board of Directors of the Company, or as a designee of the
Board of Directors of the Company, with respect to his or her own claim (if any)
for benefits under the Plan.

4. Deferral of Compensation.

A. Election to Defer. Each Eligible Participant may make any
election to defer receipt of all or any part of payment of
Eligible Compensation, pursuant to the rules and regulations
of the E.C.C. for deferral.

At the time of making an election to defer, each Participant
shall elect (i) the specific date or event, before or after
the Participant's Termination Date, following which the first
payment of any Deferred Compensation and interest thereon will
be made, and (ii) whether payment(s) shall be made in a lump
sum or in designated monthly installments, not to exceed 120
months. If the Participant fails to designate the payment
period and/or schedule for payment with respect to any
Deferred Compensation, the payment of said Deferred
Compensation and interest thereon will be made in 120 monthly
installments, commencing as soon as reasonably practicable
after the Participant's Retirement or Termination Date.

B. Notice of Election to Defer. Each Participant shall, within
the time limits specified in paragraph C below, notify the
Company in writing on forms provided by the Company of an
election to defer the receipt of all or any part of payment of
Eligible Compensation. Each such notice shall state:

(1) the amount or percentage of the Eligible Compensation
to be deferred (not less than $1,000);

(2) the date on which, or the event following which,
payment of said Deferred Compensation is to commence;

-3 -
<PAGE> 6
(3) the payment period, including number of months and
schedule elected for payment;

(4) the Beneficiary(ies), if any, with respect to said
Deferred Compensation (see Section 7(C) below).

For purposes of (2) above the E.C.C. may specify a minimum
period of deferral.

C. Time of Notice of Election to Defer. The Participant's written
notice of election to defer all or any part of Eligible
Compensation must be received by the Company within the
following time limits:

<TABLE>
<CAPTION>
Type of Compensation Notice Required
-------------------- ---------------
<S> <C>
Base Salary For all or any part of base salary
to be earned in a Fiscal Quarter,
the election shall be filed with
the E.C.C. prior to the close of
the immediately preceding Fiscal
Quarter.

Annual Incentive For all or any part of any cash
bonus to be earned in a Fiscal
Year pursuant to an annual
incentive plan, the election shall
be filed with the E.C.C. prior to
the close of the Third Quarter of
the Fiscal Year to which such
election relates.

Long-Term Incentive For all or any part of any cash
bonus to be earned in a multi-year
award period pursuant to a long-
term incentive plan, the election
shall be filed with the E.C.C.
prior to the January 1st
immediately preceding the last
Fiscal Year of the applicable award
period to which such election
relates.

Annual Retainer and/or For all or any part of Directors'
Meeting Fees annual retainer and/or meeting fees
to be earned in a Fiscal Quarter,
the election(s) shall be filed with
the E.C.C. prior to the close of
the immediately preceding Fiscal
Quarter.
</TABLE>

D. Revocation of Election.

(a) Within Eligible Time Periods for Filing Election. A
Participant may revoke or modify an election to defer any
compensation duly made

-4 -
<PAGE> 7
provided that notice of the same is filed with the E.C.C.
prior to the last day above stated for making an election to
defer such compensation.

(b) Hardships and Unusual Circumstances. In the case of hardship
or unusual circumstance, the E.C.C., in its sole discretion,
may modify any election previously made to defer any
compensation pursuant to this Section 4, if such modification
shall be requested by said Participant, or after the
Participant's death, by his designated Beneficiary or his
estate, as the case may be.

5. Establishment of Deferred Account The Company shall establish and
maintain a separate Deferred Account for each deferral made by a Participant,
except that a single aggregated Deferred Account may be maintained for all
deferrals by a Participant having identical payout periods.

Each Deferred Account of a Participant shall consist of an amount of
money credited to such account by reason of the Participant's election to defer
Eligible Compensation, as follows:

(a) Principal. The Participant's Deferred Account shall be
credited with the amount of such Eligible Compensation as the
Participant shall elect as of the date on which it would be
payable but for said deferral.

(b) Interest. On the first day of each Fiscal Year, the
Participant's Deferred Account shall be credited with interest
computed on the average monthly balance of said account during
the last Fiscal Year at the Interest Rate designated for the
last Fiscal Year.

After the close of each Fiscal Year, the Company shall deliver to each
Participant a written report summarizing the balance as of a stated date of the
Participant's Deferred Account(s).

6. Payment of Deferred Compensation.

A. Amount of Payment. Unless the Participant has selected a lump
sum payment or some other payment schedule or formula which
has been approved by the E.C.C., the amount to be paid to a
Participant in any month during the payout period specified in
the Participant's election shall be paid in cash and computed
by multiplying the amount credited to the Deferred Account by
a fraction, the numerator of which is one and the denominator
of which is the number of months remaining in the applicable
payment period.

-5 -
<PAGE> 8
B. Time of Payment.

(a) Distribution While Actively Employed. In the case in which a
Participant elects to receive payment on a specified date or
event and the Participant is actively employed by the Company
at such date or event, all payments shall be made in
accordance with the election(s) filed with the Company.

(b) Distribution Upon Termination Date. Notwithstanding the terms
of any election made under Section 4 of the Plan, the entire
amount, if any, then credited to each Deferred Account of a
Participant shall be paid to him or his designated Beneficiary
or his estate, as the case may be,

(i) in the case of a Participant who is an employee,
pursuant to the terms of said election, but the final
payment, a lump sum if necessary, shall be made not
later than the tenth anniversary of the Termination
Date, if said Participant's employment shall be
terminated by reason of (i) retirement at or after
age sixty-five, (ii) retirement after age fifty-five
with the consent of the Company, (iii) disability, or
(iv) death.

(ii) in the case of a Participant who is an employee, in a
lump sum as soon as practicable following the
Termination Date, if said Participant's employment
shall be terminated for any other reason, except that
if the termination shall be with the consent of the
Company, upon the request of the Participant and with
the approval of the E.C.C., payment may be made
pursuant to the terms of said election, but final
payment shall be made not later than the tenth
anniversary of termination of employment.

(iii) in the case of a Participant who is a Director,
pursuant to the terms of said election but the final
payment, a lump sum if necessary, shall be made not
later than the tenth anniversary of the Termination
Date.

C. Retirement Equalization Benefits. At the time a benefit is
paid to a Participant in the Plan under the Chadwick's of
Boston, Ltd. Retirement Plan, the Participant shall be
entitled to receive a retirement equalization benefit having a
value equal to the difference between (i) the amount such
Participant would have been entitled to receive under the
Chadwick's of Boston, Ltd. Retirement Plan if none of his
compensation had been deferred under this Plan and (ii) the
amount such Participant actually receives under the Chadwick's
of Boston Retirement Plan. Such retirement equalization
benefit shall be payable in the same form that the

-6 -
<PAGE> 9
Participant elects to receive benefits under the Chadwick's of
Boston, Ltd. Retirement Plan. Such retirement equalization
benefit shall not be payable to the extent that the
Participant is entitled to receive an equalization benefit of
comparable value under the Chadwick's of Boston, Ltd.
Supplemental Executive Retirement Plan or any other plan.

7. General Provisions.

A. Assignment. No Participant's interest in any Deferred Account
is assignable, either by voluntary or involuntary assignment
or by operation of law. No part of any Deferred Compensation
may be paid over, loaned, sold, assigned, transferred,
discontinued, pledged as collateral for a loan, or in any
other way encumbered until after the Deferral Period with
respect to such Deferred Compensation.

B. Unsegregated Funds. The Company shall be under no obligation
to segregate any deferred funds and an election to defer
Compensation hereunder shall constitute an acknowledgment and
agreement by the Participant that such unsegregated funds
belong absolutely and unconditionally to the Company and are
subject to the claims of the Company's unsecured general
creditors. Nothing herein contained shall be construed as
creating any trust, express or implied, for the benefit of any
Participant. Notwithstanding the foregoing, the Company in its
discretion may establish and fund a so-called "rabbi trust" or
similar grantor trust to provide for the payment of benefits
hereunder.

C. Designation of Beneficiary. Subject to applicable law, each
Participant may designate a Beneficiary(ies) to receive
payments to be made of Deferred Compensation, if any, after
the Participant's death. In the absence of such designation,
all such amounts shall be paid to the Participant's estate.
The designation shall be made on a form to be supplied by the
E.C.C. and may be revoked or superseded at any time. Payments
to a Beneficiary(ies) shall be made in accordance with a
schedule designated by the Participant.

D. Reservation of Rights. Nothing in this Plan shall be construed
to (i) give any employee any right to defer compensation other
than as expressly authorized and permitted by the E.C.C., (ii)
limit in any way the right of the Company to terminate a
Participant's employment with the Company, or (iii) be
evidence of any agreement or understanding, express or
implied, that the Company will employ a Participant at any
particular rate of remuneration.

-7 -
<PAGE> 10
E. Amendment or Termination of the Plan. The Directors may, at
any time, terminate or amend this Plan provided that no such
termination, amendment or other action shall affect the rights
of Participants or Beneficiaries to payments of amounts
standing to the credit of Participants in their Deferred
Accounts at the time of such amendment, termination or other
action. In the event of termination of this Plan, the E.C.C.,
in its sole discretion, may establish classes of Participants
and/or beneficiaries and apply different payment rules to such
classes. Without limiting the foregoing, if at any time the
E.C.C. determines that the continued participation of a
Participant or Beneficiary in the Plan could cause the Plan to
fail to qualify under Title I of ERISA as an unfunded plan
maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly
compensated employees, the E.C.C. may remove such Participant
or Beneficiary from participation in the Plan, cause the
Deferred Compensation standing to his or her account to be
promptly distributed, or take such other steps (not
inconsistent with the first sentence of this paragraph) as it
may determine to be necessary or advisable under the
circumstances.

F. Withholding. The Company shall have the right to deduct or
withhold from all payments of Deferred Compensation any taxes
required by law to be withheld from an employee with respect
to such payments. In the case of any FICA or Medicare taxes
with respect to deferrals hereunder that may be due prior to
payment of Deferred Compensation, the Company shall have the
right to deduct or withhold from other wages of the employee,
or if there are no such wages, by reducing the employee's
account hereunder by the amount of such FICA or Medicare taxes
and any income tax withholding required in connection with
such reduction.

G. Change in Employment or Law. The E.C.C. may, in its sole
discretion, make appropriate adjustments with respect to the
terms of the Plan and its applicability to Participants,
including termination of individual deferral agreements, or
dilution or suspension of any provision of such agreements in
the event (i) of a discontinuance by the Company of a
Participant's employment with the Company resulting from an
event such as the merger, sale or consolidation of the Company
and (ii) any of the anticipated benefits of deferral pursuant
to this Plan or any provision hereof are altered by reason of
any interpretation of or change in law, policy or regulation.

H. Effective Date. This Plan shall be effective as of ________,
1996.

-8 -
<PAGE> 11
I. Change of Control. Notwithstanding any other provision of the
Plan, upon a Change of Control (as defined in Exhibit A) of
the Company no further deferrals under Section 4 (whether
elected prior to the Change of Control or not) shall be
permitted; the entire amount then credited to each Deferred
Account of each Participant and the present value of the
retirement equalization benefit (if any) then accrued by such
Participant shall promptly be paid to such Participant (or his
designated Beneficiary or his estate) in a lump sum payment;
and the Plan shall terminate. For purposes of determining the
present value of retirement equalization benefits under this
paragraph, there shall be applied the same actuarial
assumptions as would be used in determining lump-sum present
values under the Company's Supplemental Executive Retirement
Plan as in effect immediately prior to the Change of Control,
or in the absence of such assumptions, an interest rate
assumption of eight percent compounded annually and the same
mortality assumptions as are then used in determining the
present value of benefits under the Company's tax-qualified
Retirement Plan.

- 9 -
<PAGE> 12
EXHIBIT A

Definition of "Change of Control"

"Change of Control" shall mean the occurrence of any one of the
following events occurring after the initial public offering of Chadwick's of
Boston, Ltd. stock:

(a) there occurs a change of control of Chadwick's of Boston,
Ltd. ("Chadwick's") 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 no transaction shall be deemed to be a Change
of Control as to a Participant (i) if the person or each member of a
group of persons acquiring control is excluded from the definition of
the term "Person" hereunder or (ii) unless the Executive Compensation
Committee (the "Committee") shall otherwise determine prior to such
occurrence, if the Participant or a Participant Related Party is the
Person or a member of a group constituting the Person acquiring
control; or

(b) any Person other than Chadwick's, any wholly-owned
subsidiary of Chadwick's, or any employee benefit plan of Chadwick's or
such a subsidiary becomes the owner of 20% or more of Chadwick's Common
Stock and thereafter individuals who were not directors of Chadwick's
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 Board of Directors of Chadwick's; 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

-1 -
<PAGE> 13
Chadwick's shall be owned, leased or otherwise controlled by another
Person and (ii) individuals who are directors of Chadwick's 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 Chadwick's 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 Chadwick's 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
shareholders of Chadwick's 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:

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

(a) 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 July 1, 1996; or

-2 -
<PAGE> 14
(b) 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 July 1,
1996; or

(c) 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 July 1,
1996) 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.

"Participant" means a participant in the Plan.

-3 -

<PAGE> 1
EXHIBIT 10.11

REGISTRATION RIGHTS AGREEMENT

Effective , 1996, Chadwick's of Boston, Ltd., a
Delaware corporation ("Chadwick's), and The TJX Companies, Inc., a Delaware
corporation ("TJX"), hereby act and agree as follows:

1. DEFINITIONS. As used herein:

(a) The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the 1933 Act and the automatic
effectiveness or the declaration or ordering of effectiveness of such
registration statement or document.

(b) The term "Registrable Securities" means the ___________
shares of Common Stock of Chadwick's beneficially owned by TJX as of the date
hereof and any additional shares of Common Stock of Chadwick's issued in respect
thereof as a result of any stock split, stock dividend, combination or
recapitalization but shall not include any shares of capital stock which (i)
have been effectively registered under the 1933 Act and disposed of in
accordance with a registration statement covering such securities, (ii) have
been distributed to the public pursuant to Rule 144 or (iii) have been
transferred or disposed of in a transaction as to which the registration rights
granted hereunder have not or may not be transferred.

(c) The term "Holder" means TJX and any transferee of
Registrable Securities from a Holder provided such transfer complies with
Section 9 of this Agreement.

(d) The term "Initiating Holders" shall have the meaning given
in Section 2(b).

(e) The terms "Form S-1", "Form S-2", "Form S-3", "Form S-4
and "Form S-8" mean such respective forms under the 1933 Act as in effect on the
date hereof or any successor registration forms thereto under the 1933 Act
subsequently adopted by the SEC.

(f) The term "1933 Act" shall mean the Securities Act of 1933,
as amended.

(g) The term "1934 Act" shall mean the Securities Exchange Act
of 1934, as amended.

(h) The term "SEC" shall mean the Securities and Exchange
Commission.

(i) The term "Notice" shall have the meaning given in Section
2(a).

(j) The term "Violation" shall have the meaning given in
Section 7(a).
<PAGE> 2
(k) The term "Non-Qualifying Registration" shall mean a
registration on Form S-1, Form S-2 or Form S-3 relating solely to the offer and
sale by Chadwick's of non-convertible investment grade securities or investment
grade asset-backed securities or securities issuable pursuant to a dividend or
interest reinvestment plan; a registration on Form S-8; or a registration on
Form S-4.

(l) The term "Rule 144" shall mean Rule 144 promulgated by the
SEC under the 1933 Act or any subsequent rule pertaining to the disposition of
securities without registration.

(m) The term "Underwriters' Maximum Number" shall have the
meanings given in Sections 2(b) and 3(b).

2. REQUEST FOR REGISTRATION. (a) If Chadwick's shall receive at any
time after six months from the date hereof a written request from the Holders of
a majority of the Registrable Securities then outstanding that Chadwick's file a
registration statement under the 1933 Act covering the registration of at least
ten percent (10%) of the Registrable Securities then outstanding (or a lesser
percent if the anticipated aggregate offering price, including underwriting
discounts and commissions, would exceed $25,000,000), then Chadwick's shall,
within ten (10) days of the receipt thereof, give written notice ("Notice") of
such request to all Holders and shall, subject to the limitations of this
Section 2, effect the registration of all such Registrable Securities, and all
other Registrable Securities the registration of which has been requested by
Holders in writing within twenty (20) days of the Notice, in accordance with
Section 4.

(b) If the Holders initiating the registration request
hereunder ("Initiating Holders") intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise
Chadwick's as a part of their request made pursuant to subsection (a) and
Chadwick's shall include such information in the Notice. In such event, the
right of any Holder to include his Registrable Securities in such registration
shall be conditioned upon such Holder's participation in such underwriting and
the inclusion of such Holder's Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with Chadwick's) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders and reasonably satisfactory to Chadwick's. If the managing underwriters
shall give written advice to Chadwick's and the Holders of Registrable
Securities to be included in such registration that, in the reasonable opinion
of such managing underwriters, marketing factors (including, without limitation,
price to public and underwriting discounts and commissions) require a limitation
on the total number of securities to be underwritten (in this subsection called
the "Underwriters' Maximum Number"), then: (i) Chadwick's will be obligated and
required to include in such registration that

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<PAGE> 3
number of Registrable Securities requested by the Holders thereof to be included
in such registration which does not exceed the Underwriters' Maximum Number, and
such number of Registrable Securities shall be allocated pro rata among the
Holders of such Registrable Securities on the basis of the number of Registrable
Securities requested to be included therein by each such Holder and (ii) if the
Underwriters' Maximum Number exceeds the number of Registrable Securities
requested by the Holders thereof to be included in such registration, then
Chadwick's will be entitled to include in such registration that number of
securities which shall have been requested by Chadwick's to be included in such
registration for the account of Chadwick's and which shall not be greater than
such excess. During the term of this Agreement, Chadwick's shall not grant to
any holder of its securities the right to participate in any registration
effected pursuant to this Section 2(b) without the consent of the Holders of a
majority of the Registrable Securities then outstanding.

(c) Notwithstanding the foregoing provisions of this Section
2, Chadwick's shall not be obligated to file a registration statement to effect
any registration, qualification or compliance pursuant to this Section 2 during
the period starting with the date sixty (60) days prior to Chadwick's good faith
estimated date of filing of, and ending on the date three (3) months immediately
following the effective date of, any registration statement pertaining to
securities of Chadwick's (other than a Non-Qualifying Registration) and pursuant
to which a majority of the securities covered thereby are to be sold for the
account of Chadwick's. Chadwick's shall use its best efforts in good faith to
cause any such registration statement to be filed and to become effective as
expeditiously as shall be reasonably possible.

(d) Notwithstanding the foregoing provisions of this Section
2, if Chadwick's shall furnish to Holders a certificate signed by the President
of Chadwick's stating that in Chadwick's reasonable judgment and good faith the
filing of a registration statement requested pursuant to subsection (a) and the
distribution of Registrable Securities pursuant thereto would interfere with any
announced or imminent material financing, acquisition, disposition, corporate
reorganization or other material transaction involving Chadwick's, Chadwick's
shall have the right to defer such filing for a period of not more than 60 days
after receipt of the request of the Initiating Holders.

(e) Chadwick's shall be obligated to effect only two
registrations pursuant to this Section 2. In the event a registration is
postponed pursuant to subsections (c) or (d), the Initial Holders shall have the
right to withdraw their request for registration by giving written notice to
Chadwick's within 20 days of receipt of the notice of postponement, and in the
event of such withdrawal, such request shall not be counted for purposes of
determining the number of registrations to which the Holders are entitled
pursuant to this Section 2. Similarly, in the event a registration is duly
requested pursuant to this Section 2, if at the time of such request the Initial
Holders request in writing that Chadwick's and its officers and directors enter
into a

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<PAGE> 4
"market stand-off" agreement to the same general effect as described in Section
10 and within 15 days after receipt of such request Chadwick's does not advise
the Initial Holders in writing that Chadwick's and its officers are prepared to
enter into such an agreement, the Initial Holders shall have the right to
withdraw their request for registration by giving written notice to Chadwick's
within 20 days thereafter, and in the event of such withdrawal, such request
shall not be counted for purposes of determining the number of registrations to
which the Holders are entitled pursuant to this Section 2.

3. PIGGYBACK REGISTRATION RIGHTS. (a) If Chadwick's proposes to
register any of its securities under the 1933 Act at any time after six months
from the date hereof (other than a Non-Qualifying Registration and excluding a
registration requested pursuant to Section 2) in connection with a public
offering of such securities solely for cash, Chadwick's shall, at each such
time, promptly give written notice of such registration to each Holder. Upon the
written request of any Holder given within 30 days after mailing of such notice
by Chadwick's, Chadwick's shall, subject to the provisions of this Section 3,
use its best efforts to include in such registration all of the Registrable
Securities that each such Holder has requested to be registered. Chadwick's
shall be under no obligation to complete any offering of its securities it
proposes to make under this Section 3 and shall incur no liability to any Holder
for its failure to do so. Holders shall be permitted to withdraw all or any part
of the Registrable Securities of such Holders from any registration under this
Section 3 at any time prior to the effective date of such registration.

(b) In connection with any registration covered by Section 3
involving any underwriting of securities, Chadwick's shall not be required to
include any Holder's Registrable Securities in such registration unless such
Holder accepts the terms of the underwriting as agreed upon between Chadwick's
(or other persons who have the right to agree upon the underwriting terms
relating to such offering) and the underwriters selected by Chadwick's (or other
persons who have the right to select such underwriter). If the managing
underwriters shall give written advice to Chadwick's, the other persons
participating in the registration underwriting and the Holders of Registrable
Securities to be included in such registration that, in the reasonable opinion
of such managing underwriters, marketing factors require a limitation on the
total number of securities to be underwritten (in this subsection called the
"Underwriters' Maximum Number"), then: (i) Chadwick's shall include in such
registration the securities proposed to be offered and sold for the account of
Chadwick's up to the Underwriters' Maximum Number; (ii) if the Underwriters'
Maximum Number exceeds the number of securities proposed to be offered and sold
for the account of Chadwick's in such registration, then Holders of Registrable
Securities will be entitled to include in such registration that number of
Registrable Securities which shall have been requested by such Holders to be
included in such registration which shall not be greater than such excess (and
if greater, the number of Registrable Securities which may be included in such
registration shall be allocated

4
<PAGE> 5
pro rata among the Holders of such Registrable Securities on the basis of the
number of Registrable Securities requested to be included therein by each such
Holder); and (iii) if the Underwriters' Maximum Number exceeds the sum of the
number of securities which Chadwick's proposes to offer and sell for its own
account and the Holders of Registrable Securities propose to offer and sell in
such registration, then Chadwick's may include in such registration that number
of other securities which persons (other than the Holders as such) shall have
requested be included in such registration and which shall not be greater than
such excess.

(c) No Holder shall be entitled to exercise any right provided
for in this Section 3 after the first to occur of five (5) years from the date
hereof and such date on which the Registrable Securities represent less than
five percent (5%) of the issued and outstanding shares of Chadwick's Common
Stock.

4. REGISTRATION MECHANICS. (a) Whenever required under this Agreement
to effect the registration of any Registrable Securities, Chadwick's shall, as
expeditiously as reasonably possible:

(i) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to
cause such registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for
up to one hundred twenty (120) days. If Chadwick's elects to file such
registration statement on other than Form S-1, such registration
statement shall contain substantially the same information as would be
required to be included in a registration statement on Form S-1 except
to the extent that the managing underwriters, if the shares covered by
such registration statement are to be offered by means of an
underwriting, advise that marketing factors (including, without
limitation, price to public and underwriting discounts and commissions)
do not require the inclusion of such information.

(ii) Furnish to counsel selected by the Holders of a majority
of the Registrable Securities covered by such registration statement
copies of all such documents proposal to be filed at a reasonable time
prior to the filing of such registration statement, the prospectus used
in connection with such registration statement, or any amendment or
supplement thereto.

(iii) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to
comply with the provisions of the 1933 Act with respect to the
disposition of all securities covered by such registration statement.

5
<PAGE> 6
(iv) Furnish to the Holders whose Registrable Securities are
covered by such registration such numbers of copies of the prospectus,
conformed copies of the registration statement (including amendments or
supplements thereto and, in each case, all exhibits and all documents
incorporated by reference), and such other documents as they may
reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.

(v) Use its best efforts to register and qualify the
securities covered by such registration statement under such blue sky
or other state securities laws as shall be reasonably requested by the
Holders whose Registrable Securities are covered by such registration
statement, provided that Chadwick's shall not be required in connection
therewith or as a condition thereto to qualify to do business or
subject itself to taxation or to file a general consent to service of
process in any such states.

(vi) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in
usual and customary form, with the managing underwriters of such
offering.

(vii) Notify each Holder of Registrable Securities covered by
such registration statement any time when a prospectus relating thereto
is required to be delivered under the 1933 Act upon discovery that, or
upon the happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.

(ix) Use its best efforts to cooperate with the Holders whose
Registrable Securities are covered by such registration statement in
the disposition of the Common Stock covered by such registration
statement, including without limitation in the case of an underwritten
offering participating under the direction of the managing underwriter
in a "road show" scheduled by such managing underwriter in such
locations and of such duration as in the judgment of such managing
underwriter are appropriate for such underwritten offering.

(x) Furnish to the Holders whose Registrable Securities are
covered by such registration statement and each underwriter, if any, a
signed counterpart, addressed to such underwriter, of an appropriate
opinion of counsel for Chadwick's covering substantially the same
matters with respect to such registration statement (and the prospectus
included therein) as are customarily covered in opinions of issuer's
counsel delivered to underwriters in underwritten public offerings of
securities.

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<PAGE> 7
(xi) Give the Holders whose Registrable Securities are covered
by such registration statement and each underwriter, if any, and their
respective counsel, the opportunity to participate in the preparation
of such registration statement, each prospectus included therein or
filed with the SEC, and each amendment thereof or supplement thereto
and give each of them such access to its books and records and such
opportunities to discuss the business of Chadwick's with its officers
and the independent public accountants who have certified its financial
statements as shall be necessary, in the opinion of the Holders whose
Registrable Securities are covered by such registration statement and
such underwriters of their respective counsel, to conduct a reasonable
investigation within the meaning of the 1933 Act.

(xii) Make available to its securities holders, as soon as
reasonably practicable, an earnings statement covering a period of at
least twelve months, but not more than eighteen months, beginning with
the first day of the first fiscal quarter after the effective date of
such registration statement, which earnings statement shall satisfy the
provisions of Section 11(1) of the 1933 Act and Rule 158 thereunder.

(xiii) Otherwise use its best efforts to comply with the 1933
Act, the 1934 Act, and all applicable rules and regulations of the SEC.

(b) In connection with any offering of Registrable Securities to be
registered pursuant to Section 2 or 3, each Holder of Registrable Securities
included or to be included in such registration shall:

(i) Enter into and perform its obligations under any
underwriting agreement to which it is a party.

(ii) Upon receipt of any notice from Chadwick's of the
happening of any event of the kind described in subdivision (vii) of
this subsection (a) above, forthwith discontinue its disposition of
Registrable Securities pursuant to the registration statement relating
thereto until its receipt of the copies of the supplemented or amended
prospectus and, if so directed by Chadwick's, deliver to Chadwick's all
copies then in its possession of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice.

(iii) At the end of any period during which Chadwick's is
obligated to keep any registration statement current and effective,
discontinue sales of shares pursuant to such registration statement
upon receipt of notice from Chadwick's of its intention to remove from
registration the shares covered by such registration statement which
remain unsold, and notify

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<PAGE> 8
Chadwick's of the number of shares registered which remain unsold
promptly after receipt of such notice from Chadwick's.

5. COOPERATION. (a) It shall be a condition precedent to the
obligations of Chadwick's to take any action pursuant to this Agreement with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to Chadwick's all such information and materials and shall take
all such action as may be reasonably required in order to permit Chadwick's to
comply with the applicable requests of the 1933 Act and the SEC and to obtain
any desired acceleration of the effective date of such registration statement.
The failure of any prospective selling Holder of Registrable Securities to
furnish any information or materials or to take any action in accordance with
this subsection (a) shall not affect the obligations of Chadwick's under this
Agreement to any remaining selling Holders who furnish such information and
materials and who take such action unless, in the reasonable opinion of counsel
to Chadwick's or the underwriters, such failure impairs or may impair the
viability of the offering or the legality of the registration statement or the
underlying offering.

(b) Chadwick's shall have no obligation with respect to any
registration requested pursuant to Section 2 if, due to the operation of
subsection (a) above, the number of shares or the anticipated aggregate offering
price of the Registrable Securities to be included in the registration does not
equal or exceed the number of shares or the anticipated aggregate offering price
required to originally trigger Chadwick's obligation to initiate such
registration as specified in Section 2.

6. EXPENSES. All expenses incurred in connection with each of the
registrations, filings or qualifications pursuant hereto, including, without
limitation, all registration, filing, printing and accounting fees, all fees and
expenses of complying with state securities or blue sky laws, and fees and
disbursements of counsel of Chadwick's, shall be borne by Chadwick's, except
that underwriting discounts and commissions relating to the Registrable
Securities and the fees and disbursements of counsel and accountants for the
selling Holders shall be borne and paid by the selling Holders of such
Registrable Securities and provided that Chadwick's shall not be required to pay
for any expenses of any registration proceedings begun pursuant to Section 2 if
the registration request is subsequently withdrawn at the request of a majority
of the Registrable Securities to be registered (in which case all participating
Holders shall bear such expenses).

7. INDEMNIFICATION.

In the event any Registrable Securities are included in a registration
statement under this Agreement:

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<PAGE> 9
(a) To the fullest extent permitted by law, Chadwick's will
and hereby does indemnify and hold harmless each selling Holder, the officers,
directors, shareholders, employees and partners of such Holder and each person,
if any, who controls such Holder within the meaning of the 1933 Act or the 1934
Act against any losses, claims, damages or liabilities (joint or several)
(including legal fees and other expenses) to which they may become subject under
the 1933 Act, the 1934 Act or other federal or state law or common law, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations (each a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading
(including in any prospectus or preliminary prospectus included therein), or
(ii) any other violation by Chadwick's of the 1933 Act or any other securities
law or any rule or regulation promulgated thereunder. Chadwick's will reimburse
each such selling Holder, officer, director, partner, agent, employee,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action. The indemnity agreement contained in this
Section 7(a) shall not apply to amounts paid in settlement of any loss, claim,
damage, liability or action if such settlement is effected without the consent
of Chadwick's, nor shall Chadwick's be liable to a Holder in any such case for
any such loss, claim, damage, liability or action to the extent that it arises
out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for inclusion in such
registration by or on behalf of such Holder or controlling person.

(b) To the fullest extent permitted by law, each selling
Holder will and hereby does indemnify and hold harmless Chadwick's, each of its
directors, each of its officers who sign the registration statement, each
person, if any, who controls Chadwick's within the meaning of the 1933 Act, each
agent and any other selling Holder selling securities in such registration
statement and any of its directors, officers or partners or any person who
controls such selling Holder, against any losses, claims, damages or liabilities
(joint or several) to which they may become subject under the 1933 Act, the 1934
Act or other federal or state or common law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any Violation, in each case to the extent (and only to the extent) that
such Violation occurs in reliance upon and in conformity with written
information furnished by or on behalf of such Holder expressly for inclusion in
such registration statement; and each such selling Holder will reimburse any
legal or other expenses reasonably incurred by (i) Chadwick's or any such
director, officer, agent, controlling person of Chadwick's, or (ii) other
selling Holder, officer, director, partner or controlling person in connection
with investigating or defending any such loss, claim, damage, liability or
action. The indemnity agreement contained in this Section 7(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability

9
<PAGE> 10
or action if such settlement is effected without the consent of the selling
Holder nor, in the case of a sale directly by Chadwick's of its securities
(including a sale of such securities through any underwriter retained by
Chadwick's to engage in a distribution solely on behalf of Chadwick's) shall the
selling Holder be liable to Chadwick's in any case in which such untrue
statement or alleged untrue statement or omission or alleged omission was
contained in a preliminary prospectus and corrected in a final or amended
prospectus, and Chadwick's failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the securities to the
person asserting any such loss, claim, damage or liability in any case where
such delivery is required by the 1993 Act. Notwithstanding the foregoing, no
selling Holder shall be required to pay pursuant hereto an amount in excess of
the amount by which the total price at which the securities of such Holder were
offered to the public (less underwriters' discounts and commissions) exceeds the
amount of any damages which such Holder has otherwise been required to pay
pursuant to this paragraph (b).

(c) Each indemnified party or parties shall give reasonably
prompt notice to each indemnifying party or parties of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure so to notify an indemnifying party or parties shall not relieve it or
them from any liability which it or they may have under this Section 7, except
to the extent that the indemnifying party is materially prejudiced by such
failure to give notice. If the indemnifying party or parties so elects within a
reasonable time after receipt of such notice, the indemnifying party or parties
may assume the defense of such action or proceeding at such indemnifying party's
or parties' expense with counsel chosen by the indemnifying party or parties and
approved by the indemnified party defendant in such action or proceeding, which
approval shall not be unreasonably withheld; provided, however, that if such
indemnified party or parties determine in good faith that a conflict of interest
exists and that therefore it is advisable for such indemnified party or parties
to be represented by separate counsel or that, upon advice of counsel, there may
be legal defenses available to it or them which are different from or in
addition to those available to the indemnifying party, then the indemnifying
party or parties shall not be entitled to assume such defense and the
indemnified party or parties shall be entitled to separate counsel at the
indemnifying party's or parties' expense. If an indemnifying party or parties is
not so entitled to assume the defense of such action or does not assume such
defense, after having received the notice referred to in the first sentence of
this subsection, the indemnifying party or parties will pay the reasonable fees
and expenses of counsel for the indemnified party or parties. Notwithstanding
the foregoing, the indemnifying party shall not be obligated to pay the
reasonable fees and expenses of more than one counsel for the indemnified
parties with respect to any claim, unless in the reasonable judgment of counsel
to any indemnified party, expressed in a writing delivered to the indemnifying
party, a conflict of interest may exist between such indemnified party and any
other indemnified party with respect to such claim, in which event the

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<PAGE> 11
indemnifying party shall be obligated to pay the reasonable fees and expenses of
such additional counsel or counsels (which shall be limited to one counsel per
indemnified party). If an indemnifying party is entitled to assume, and assumes,
the defense of such action or proceeding in accordance with this paragraph, such
indemnifying party or parties shall not, except as otherwise provided in this
subsection (c), be liable for any fees and expenses of counsel for the
indemnified parties incurred thereafter in connection with such action or
proceeding.

(d) If the indemnification provided for in this Section 7 is
unavailable to a party that would have been an indemnified party under this
Section 7 in respect of any claims referred to herein, then each party that
would have been an indemnifying party hereunder shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such claims in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and such indemnified party on the other in connection with the
action, statement or omission which resulted in such claims, as well as any
other relevant equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or such indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Chadwick's and each selling Holder of registered securities agrees that it would
not be just and equitable if contribution pursuant to this subsection were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
subsection. The amount paid or payable by an indemnified party as a result of
the claims referred to above in this subsection shall include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigation or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
fraudulent misrepresentation within the meaning of such Section 11(f).

(e) Without the prior written consent of the indemnified
party, no indemnifying party shall consent to entry or judgment or enter into
any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release of
all liability in respect of such claim.

8. AVAILABILITY OF RULE 144. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the 1933 act and any other
rule or regulation of the SEC that may at any time permit a Holder to sell
securities of Chadwick's to the public without registration, Chadwick's agrees
to use its best efforts:

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(a) to make and keep public information available, as those
terms are understood and defined in Rule 144, at all times after ninety (90)
days from the date hereof;

(b) to file with the SEC in a timely manner all reports and
other documents required of Chadwick's under the 1933 Act and (at any time after
it has become subject to the reporting requirements thereof) the 1934 Act; and

(c) to furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by
Chadwick's as to its compliance with the reporting requirements of Rule 144 (at
any time after ninety days from the date hereof), the 1933 Act and the 1934 Act
(at any time after it has become subject to such reporting requirements) or as
to its qualification as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent
annual or quarterly report of Chadwick's and such other reports and documents so
filed by Chadwick's, and (iii) such other information as may be reasonably
requested in availing the Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.

9. TRANSFER OF REGISTRATION RIGHTS. The registration rights of a Holder
under this Agreement may be transferred to any transferee who acquires 500,000
shares or more of Common Stock of Chadwick's (adjusted for any stock splits,
stock dividends, contributions or receipt obligations), provided that (i)
Chadwick's is given written notice by the transferor at the time of such
transfer stating the name and address of the transferee and identifying the
securities with respect to which the rights under this Agreement are being
assigned and (ii) the transferee agrees in writing to acquire and hold such
securities subject to the provisions of this Agreement.

10. "MARKET STAND-OFF" AGREEMENT. Each holder of Registrable Securities
hereby agrees, effective after January 31, 1998 in the case of TJX only, that,
during the period of duration (not to extend more than 7 days prior to, and
beyond 180 days after, the effectiveness of the registration statement described
below) specified by Chadwick's and an underwriter of Common Stock or other
securities of Chadwick's, following the filing date of a registration statement
of Chadwick's filed under the 1933 Act, it shall not, to the extent requested by
Chadwick's and such underwriter, sell or otherwise transfer or dispose of (other
than to donees who agree to be similarly bound) any Common Stock of Chadwick's
held by it at any time during such period except Common Stock included in such
registration, provided that all officers and directors of Chadwick's and all
other persons exercising registration rights with respect to such registration
(whether or not pursuant to this Agreement) enter into similar agreements.

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11. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Agreement
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of Chadwick's and the holders of a majority of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance with
this Section shall be binding upon each holder of Registrable Securities then
outstanding, each future holder of all such securities and Chadwick's.

12. MISCELLANEOUS. (a) All notices, requests, demands and other
communications which are required to be or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
in person or upon receipt when transmitted by telecopy or telex or after
dispatch by certified or registered first class mail, postage prepaid, return
receipt requested, or Federal Express, to the party to whom the same is so given
or made:

If to Chadwick's, to: Chadwick's of Boston, Ltd.
35 United Drive
West Bridgewater, MA 02379
Attn: President

With a copy to: Constantine Alexander, Esq.
Nutter, McClennen & Fish, LLP
One International Place
Boston, MA 02110-2699
Telecopy: (617) 973-9748

If to TJX, to: The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
Attn:

With a copy to: Arthur G. Siler, Esq.
Ropes & Gray
One International Place
Boston, MA 02110

or to such other person at such other place as either shall designate to the
other in writing.

(b) This Agreement constitutes the entire agreement between
the parties hereto and supersedes all prior agreements, representations,
warranties, statements, promises and understandings, whether written or oral,
with respect to the subject matter thereof, and cannot be changed or terminated
orally. No party hereto shall be bound by or charged with any written or oral
agreements, representations,

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warranties, statements, promises, or understandings not specifically set forth
in this Agreement.

(c) The section and other headings contained in this Agreement
are for reference purposes only and shall not be deemed to be part of this
Agreement or to affect the meaning or interpretation of this Agreement.

(d) No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Agreement.

(e) All questions concerning the construction, validity and
interpretation of this Agreement and the schedule hereto will be governed by the
laws of the Commonwealth of Massachusetts without regard to conflicts of laws
principles.

(f) If any term or provision of this Agreement shall to any
extent be invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.

(g) This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.

(h) This Agreement shall be binding on and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed and signed as of the day and year first
above written.

CHADWICK'S OF BOSTON, LTD.

By_______________________________
Its

THE TJX COMPANIES, INC.

By________________________________
Its

<PAGE> 1
EXHIBIT 10.12

INVENTORY PURCHASE AGREEMENT

This Inventory Purchase Agreement, effective as of July , 1996, is made
and entered into by and between Chadwick's, Inc., a Massachusetts corporation
("Chadwick's"), and The TJX Companies, Inc., a Delaware corporation ("TJX").

WHEREAS, Chadwick's is a catalog retailer of off-price women's apparel
and other merchandise and TJX is an off-price retailer of similar merchandise;

WHEREAS, for a number of years Chadwick's has had excess inventory
which it has liquidated by sales to TJX, among others; and

WHEREAS, Chadwick's and TJX wish to formalize this arrangement on the
terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. The term of this Agreement shall be for the period beginning as of
the date hereof and ending January 29, 2000.

2. Subject to the terms and conditions of this Agreement, in each
Contract Year (as defined below) Chadwick's shall, consistent with past
practices, make all of its Excess Inventory (as defined below) available for
sale to TJX. As used herein, "Contract Year" shall mean the fiscal year of
Chadwick's ending on the last Saturday in January and "Excess Inventory" shall
mean all of Chadwick's first quality merchandise that Chadwick's does not sell
through either its regular or its sale catalogs or through no more than five
Chadwick's outlet stores.

3. From time to time and consistent with past practices, Chadwick's
shall specify to TJX, in reasonable detail, the Excess Inventory to be made
available for sale to TJX hereunder. Chadwick's shall use commercially
reasonable efforts to make Excess Inventory available for sale to TJX at times
and in quantities consistent with the past course of dealing between the
parties. Within seven (7) business days after any such Excess Inventory has been
made available to TJX for inspection, TJX may offer to purchase the Excess
Inventory at a price which will produce for TJX for each category of merchandise
a profit upon resale (after allowance for anticipated markdowns) no less than
TJX's gross profit percentage to sales averages for the comparable category of
Chadwick's merchandise for the comparable season one year earlier, it being the
intention of the parties that they are to deal with each other fairly and
consistent with past practice. Any such offer from TJX shall be deemed to
<PAGE> 2
include a representation and warranty that any price offered by TJX complies
with the requirements of the immediately preceding sentence. In all events, TJX
shall be required to offer to purchase Excess Inventory having a value, measured
by Chadwick's original retail price for the merchandise, of at least twenty-five
million dollars ($25,000,000) for the Contract Year ending the last Saturday in
January and after the date hereof and at least fifty million dollars
($50,000,000) for each subsequent Contract Year (each, the "Annual Minimum"),
reduced as provided in Section 4.

4. Within five (5) business days after receipt of an offer from TJX
pursuant to Section 3, Chadwick's shall advise TJX whether it wishes to accept
TJX's offer. If Chadwick's shall reject any offer made by TJX in accordance with
Section 3, the Annual Minimum for the Contract Year in which the rejection
occurs shall be reduced by Chadwick's retail price of the merchandise for which
the offer has been rejected.

5. Chadwick's shall ship all Excess Inventory purchased by TJX
hereunder as soon as reasonably practicable F.O.B., West Bridgewater,
Massachusetts. TJX shall make payment to Chadwick's within thirty (30) days from
the date the goods are received.

6. In the event of any conflict between this Agreement and any purchase
order, this Agreement shall prevail.

7. The parties agree to use all reasonable efforts to resolve in an
amicable manner any and all disputes between them in connection with this
Agreement. In the event of the occurrence of a dispute which cannot otherwise be
resolved by the parties, such dispute shall be referred to the respective Chief
Executive Officers or Executive Vice Presidents - Merchandising (or equivalent
position) of the parties for resolution.

8. Except for obligations relating to the payment of money, neither
party shall be liable for any loss, damage or penalty resulting from delays or
failures in performance resulting from acts of God or other causes beyond its
reasonable control. Each party agrees to notify the other promptly of any
circumstance delaying its performance and to resume performance as soon
thereafter as is reasonably practicable.

9. No modification of this Agreement or any waiver of any rights
hereunder shall be effective unless assented to in writing by the party to be
charged, and the waiver of any breach or default shall not constitute a waiver
of any other right hereunder or any subsequent breach or default.

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<PAGE> 3
10. All notices and other communications hereunder shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt) by
delivery in person, by electronic facsimile transmission, cable, telegram or
telex or by registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:

If to TJX, to: The TJX Companies, Inc.
770 Cochituate Road
Framingham, Massachusetts 01701
Telecopier: (508) 390-2457
With copies to each: Attention: President and General Counsel

And with a copy to: Arthur G. Siler, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Telecopier: (617) 951-7050

If to the Company, to: Chadwick's of Boston, Ltd.
35 United Drive
West Bridgewater, Massachusetts 02379
Telecopier: (508) 583-2071
Attention: President

With a copy to: Constantine Alexander, Esq.
Nutter, McClennen & Fish, LLP
One International Place
Boston, Massachusetts 02116
Telecopier: (617) 973-9748

or to such other address as either party herein may designate for itself by
notice given as herein provided.

11. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and permitted assigns. This Agreement
may not be assigned by either party without the prior written approval of the
other party.

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<PAGE> 4
12. This Agreement shall be construed and enforced in accordance with
the laws of the Commonwealth of Massachusetts without reference to conflict of
laws principles.

Witness the execution hereof as an instrument under seal as of the day
and year first above written.

CHADWICK'S, INC.

By____________________________
Its

THE TJX COMPANIES, INC.

By_____________________________
Its

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in amendment number 2 to the Registration Statement
on Form S-1 (File 333-4427) of our reports dated May 14, 1996 (except for Note 1
for which the date is June 25, 1996), on our audits of the combined financial
statements and financial statement schedule of Chadwick's of Boston, Ltd. We
also consent to the reference to our firm under the caption "Experts."

/s/ Coopers & Lybrand L.L.P.

Boston, Massachusetts
July 15, 1996