0001193125-04-061986 Sample Contracts

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • April 14th, 2004 • Toys R Us Inc • Retail-hobby, toy & game shops

AMENDMENT (“Amendment”) to the Consulting Agreement (the “Agreement “), dated as of June 2, 2003 between TOYS “R” US, INC, a Delaware corporation (the “Company”) and MICHAEL GOLDSTEIN (“Goldstein”);

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RETENTION AGREEMENT BETWEEN TOYS “R” US, INC. AND Christopher K. Kay DATED AS OF August 3, 2000
Retention Agreement • April 14th, 2004 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey

AGREEMENT (this “Agreement”), by and between Toys “R” Us, Inc., a Delaware corporation (the “Company”), and Christopher K. Kay (the “Officer”), dated as of August 3, 2000. Capitalized terms used in this Agreement and in Exhibit A hereto that are not defined in the operative provisions shall have the meanings ascribed to them on Exhibit B hereto.

CONSULTING AGREEMENT
Consulting Agreement • April 14th, 2004 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey

This CONSULTING AGREEMENT (the “Agreement”) dated as of June 11, 2003 between TOYS “R” US, INC. a Delaware Corporation (the “Corporation”) and CHARLES LAZARUS (“Lazarus”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 14th, 2004 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware

This INDEMNIFICATION AGREEMENT is made and entered into as of [ , 2004] (“Agreement”), by and between Toys “R” Us, Inc., a Delaware corporation (“Company”), and (“Indemnitee”).

GRANTOR TRUST AGREEMENT FOR TOYS “R” US, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated To Include All Amendments Effective Through January 31, 2003
Grantor Trust Agreement • April 14th, 2004 • Toys R Us Inc • Retail-hobby, toy & game shops • Massachusetts

This amended GRANTOR TRUST AGREEMENT, effective January 31, 2003, by and between Toys “R” Us (“the Company”) and Wachovia Bank, N.A. is hereinafter set forth.

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