Fill and Sign the Disclosure of Distribution Agreement Services Agreement and Tax Sharing Form

§24.802 Disclosure of Distribution Agreement, Services Agreement and Tax Sharing Agreement that were entered in connection with the spin-off of a subsidiary of the corporationRELATIONSHIP WITH WABAN INC. In connection with the spin-off of Waban as part of the Company’s restructuring in June 1989 (the “Spin-off”), the Company and Waban entered into a Distribution Agreement, a Services Agreement, and a Tax Sharing Agreement. John F. Levy, President and Chief Executive Officer of Waban and an executive officer of the Company prior to the Spin-off, is the nephew of Sumner L. Feldberg. The Distribution Agreement provides for, among other things, (i) the division between Waban and the Company of certain liabilities and (ii) certain other agreements governing the relationship between Waban and the Company following the Spin-off. The Company has retained liability for insured claims arising before the Spin-off and in 1999 will receive from (or pay to) Waban the amount by which the Company’s costs exceed (or are less than) the reserve established by the Company. In general, Waban assumed responsibility for all other liabilities relating to its business for periods prior to and after the Spin-off. Pursuant to the Services Agreement, the Company provided certain services to Waban during fiscal 1992, for which Waban paid the Company $5,240,926. Waban has elected to continue to purchase data processing services through fiscal 1994, and certain other corporate services of a limited nature during fiscal 1993. The Tax Sharing Agreement requires the Company to pay all income taxes relating to pre-Spin- off periods, subject to payment by the Company or Waban to the other in certain circumstances. This agreement also prescribes provisions for payment adjustments in the event of underpayment or overpayment of Waban’s agreed deferred tax liabilities or in the event of the Company benefitting from net operating loss and similar carrybacks, which Waban agreed to relinquish. The Tax Sharing Agreement also contains provisions dealing with responsibility for income taxes attributable to any failure of the Spin-off to be tax-free to Waban or the Company, as the case may be (“restructuring taxes”). Waban agrees to indemnify the Company for restructuring taxes to the extent that such restructuring taxes are directly or indirectly attributable to cert ain transactions pertaining to Waban occurring within three years after the Spin-off. Similarly, the Company will indemnify Waban for restructuring tax liabilities resulting from certain transactions pertaining to the Company. Prior to the Spin-off, the Company had guaranteed most of the leases entered into by Waban, as well as certain indebtedness of Waban. While Wahan is primarily liable on leases and debt entered into or under negotiation prior to the Spin-off, the Company remained contingently liable as guarantor of substantially all such leases and on certain debt and other obligations incurred prior to the Spin-off. The TJX Companies, Inc. 4/23/92