Amendment No. 3 to the Amended and Restated Retention Agreement Sample Contracts

TOYS “R” US, INC. Amendment No. 3 to the Amended and Restated Retention Agreement with Deborah M. Derby
Amendment No. 3 to the Amended and Restated Retention Agreement • March 24th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops

This Amendment No. 3 to the Amended and Restated Retention Agreement dated as of November 1, 2004, as previously amended on February 11, 2005 and July 21, 2005 (collectively, the “Agreement”) between Toys “R” Us, Inc. (the “Company”) and Deborah M. Derby (“Executive”) is made this 24th day of December 2008.