STOCKHOLDERS AGREEMENT

Shareholder Agreement

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Bain Capital Investors, LLC | Bain Capital Partners, LLC | BCIP TCV, LLC | GB HOLDING I, LLC | Toybox Holdings LLC | Toys R Us Holdings, Inc | Toys R Us, Inc | Vornado Truck LLC

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Title: STOCKHOLDERS AGREEMENT
Governing Law: New York Date: 6/10/2008
Industry: RTNONA Law Firm: Sullivan Cromwell;Kirkland Ellis;Latham Watkins Sector: SERVIC

Search Shareholder Agreement by:

Exhibit 10.2

EXECUTION COPY

STOCKHOLDERS AGREEMENT

among

Toys “R” Us Holdings, Inc.

Funds managed by Bain Capital Partners, LLC or its Affiliates,

Toybox Holdings LLC,

Vornado Truck LLC and

certain other Persons

Dated as of July 21, 2005

TABLE OF CONTENTS


				Page
1.	EFFECTIVENESS; DEFINITIONS			2
	1.1	Effective Date		2
	1.2	Definitions		2

2.	VOTING AGREEMENT			2
	2.1	Board of Directors		2
		2.1.1.	Board Size	2
		2.1.2.	Designation of Directors	2
		2.1.3.	Sell-Down Provisions	3
	2.2	Removal and Replacement; Vacancies		3
		2.2.1.	Removal and Replacement; Vacancies Generally	3
		2.2.2.	Vacancies upon a Reduction in a Sponsor’s Initial Shares	3
	2.3	Directors of Subsidiaries		3
	2.4	Committees		4
		2.4.1.	Composition	4
		2.4.2.	Authority	4
	2.5	Changes upon Closing of an IPO		4
	2.6	Actions Requiring Unanimous Sponsor Approval		4
		2.6.1.	Composition of the Board	4
		2.6.2.	Charter or By-laws	5
		2.6.3.	Change in Control	5
		2.6.4.	Certain Dispositions	5
		2.6.5.	Certain Acquisitions	5
		2.6.6.	Certain Joint Ventures and Business Alliances	5
		2.6.7.	Initial Public Offering Within Five Years	6
		2.6.8.	Certain Private Equity Issuances	6
		2.6.9.	Certain Indebtedness, etc.	6
		2.6.10.	Dissolution; Liquidation; Reorganization; Bankruptcy	6
		2.6.11.	Shutdown of U.S. Toys Business	6
		2.6.12.	Transactions Outside of the Ordinary Course of Business	7
	2.7	Actions Requiring Majority Sponsor Approval		7
		2.7.1.	Certain Actions Specified in Section 2.6	7
		2.7.2.	Executive Officers	7
		2.7.3.	Executive Compensation	7
		2.7.4.	Dispositions	7
		2.7.5.	Acquisitions	7
		2.7.6.	Joint Ventures and Business Alliances	8
		2.7.7.	Equity Issuances	8
		2.7.8.	Dividends; Distributions; Repurchase of Securities	8
		2.7.9.	Indebtedness, etc.	8
		2.7.10.	Affiliated Transactions	8
		2.7.11.	Annual Budgets	9
		2.7.12.	Nature of Business	9

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		2.7.13.	Financial Auditors	9
		2.7.14.	Management Stockholders Addendum	9
	2.8	Further Assurances by all Stockholders		9
		2.8.1.	Board of Directors Provisions	9
		2.8.2.	Other Stockholder Actions	9
	2.9	Actions in Contravention		10
	2.10	Period		10

3.	TRANSFER RESTRICTIONS			10
	3.1	General Transfer Restrictions		10
	3.2	Allowed Transfers		10
		3.2.1.	Permitted Transferees	10
		3.2.2.	Public Transfers	10
		3.2.3.	Distributions and Charitable Contributions	10
		3.2.4.	Participation in Drag Along and Tag-Along	11
		3.2.5.	Other Private Transfers	11
	3.3	Certain Transferees to Become Parties		11
	3.4	Restrictions on Public Transfers under Rule 144		12
	3.5	Restrictions on Transfers to Strategic Investors		12
	3.6	Impermissible Transfer		13
	3.7	Notice of Transfer		13
	3.8	Period		13

4.	“TAG ALONG” AND “DRAG ALONG” RIGHTS; RIGHT OF FIRST OFFER			13
	4.1	Tag Along		13
		4.1.1.	Notice	13
		4.1.2.	Exercise	14
		4.1.3.	Irrevocable Offer	14
		4.1.4.	Reduction of Shares Sold	14
		4.1.5.	Additional Compliance	15
		4.1.6.	Rule 144(k) Eligibility	15
		4.1.7.	Actions with Respect to Tag Along	16
		4.1.8.	Tag Alongs for Public Transfers	16
	4.2	Drag Along		16
		4.2.1.	Exercise	16
		4.2.2.	Drag Along Seller Exclusions	17
		4.2.3.	Actions with respect to Drag Along	17
	4.3	Right of First Offer		18
		4.3.1.	Notice	18
		4.3.2.	Exercise	18
		4.3.3.	Irrevocable Offer	18
		4.3.4.	Acceptance of Offers	19
		4.3.5.	Additional Compliance	19
		4.3.6.	Determination of the Number of Subject Shares to be Sold	19
		4.3.7.	Actions with respect to Rights of First Offer	20
	4.4	Miscellaneous		21

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		4.4.1.	Certain Legal Requirements	21
		4.4.2.	Further Assurances	21
		4.4.3.	Sale Process	22
		4.4.4.	Treatment of Options, Warrants and Convertible Securities	22
		4.4.5.	Expenses	22
		4.4.6.	Closing	22
		4.4.7.	Adjustments for Yield on Class L Common	23
	4.5	Period		23

5.	PARTICIPATION RIGHTS			23
	5.1	Right of Participation		23
		5.1.1.	Offer	23
		5.1.2.	Exercise	24
		5.1.3.	Other Securities	25
		5.1.4.	Certain Legal Requirements	25
		5.1.5.	Further Assurances	26
		5.1.6.	Expenses	26
		5.1.7.	Closing	26
	5.2	Post-Issuance Notice		27
	5.3	Excluded Transactions		27
	5.4	Acquired Shares		28
	5.5	Period		28
	5.6	Actions with respect to Participation Rights		28

6.	COVENANTS			28
	6.1	Information Rights		28
		6.1.1.	Historical Financial Information	28
		6.1.2.	Tax Information	29
		6.1.3.	Access	29
		6.1.4.	Period	31
	6.2	Confidentiality		31
	6.3	Directors’ and Officers’ Insurance		32
	6.4	Certain Matters		33
	6.5	Management Stockholders Addendum		33
	6.6	Vornado Tax Matters		33

7.	REMEDIES			33
	7.1	Generally		33
	7.2	Deposit		33

8.	LEGENDS			34
	8.1	Restrictive Legend		34
	8.2	Securities Act Legend		34
	8.3	Stop Transfer Instruction		34
	8.4	Termination of the Securities Act Legend		34

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9.	AMENDMENT, TERMINATION, ETC.		34
	9.1	Oral Modifications	34
	9.2	Written Modifications	34
	9.3	Withdrawal from Agreement	35
	9.4	Effect of Termination	35

10.	DEFINITIONS		35
	10.1	Certain Matters of Construction	35
	10.2	Definitions	36

11.	MISCELLANEOUS		44
	11.1	Aggregation of Shares	44
	11.2	Authority: Effect	44
	11.3	Notices	44
	11.4	Binding Effect, Etc.	46
	11.5	Descriptive Heading	46
	11.6	Counterparts	46
	11.7	Severability	46
	11.8	No Recourse	47
	11.9	Expenses; Indemnity	47
	11.10	No Third Party Beneficiaries	47

12.	GOVERNING LAW		48
	12.1	Governing Law	48
	12.2	Consent to Jurisdiction	48
	12.3	WAIVER OF JURY TRIAL	48
	12.4	Exercise of Rights and Remedies	49

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STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this “ Agreement ”) is made as of July 21, 2005 by and among:

(i)

Toys “R” Us Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, the “ Company ”);

(ii)

Funds managed by Bain Capital Partners, LLC or its Affiliates that are listed on the signature pages hereto (together with their respective Permitted Transferees, “ Bain ”);

(iii)

Toybox Holdings LLC, a Delaware limited liability company (together with its Permitted Transferees, “ KKR ”);

(iv)

Vornado Truck LLC, a Delaware limited liability company (together with its Permitted Transferees, “ Vornado ” and together with Bain and KKR, the “ Sponsors ”);

(v)

each Person executing this Agreement and listed as an Other Investor on the signature pages hereto (collectively, the “ Other Investors ” and together with the Sponsors, the “ Investors ”); and

(vi)

such other Persons, if any, that from time to time become parties hereto as transferees of Shares pursuant to Section 3.3 (collectively, together with the Investors, the “ Stockholders ”).

RECITALS

1. The Company is authorized by its Certificate of Incorporation to issue capital stock consisting of 495,000,000 shares of its Class A Common Stock, par value $0.01 per share (the “ Class A Common ”), and 55,000,000 shares of its Class L Common Stock, par value $0.01 per share (the “ Class L Common ” and together with the Class A Common, the “ Common Stock ”).

2. As of the date hereof, Bain, KKR, Vornado and the other Persons listed on the signature pages hereto own the number of shares of Common Stock set forth opposite their names on Schedule I attached hereto.

3. As of or after the date hereof, certain managers of the Company and its Subsidiaries may purchase shares of Common Stock, or receive Options exercisable for shares of Common Stock, pursuant to the Company’s 2005 Management Equity Plan, as amended from time to time in accordance with its terms (the “ Management Equity Plan ”). With respect to any Common Stock purchased under the Management Equity Plan, or any Common Stock issued upon exercise of any Options granted under the Management Equity Plan, the holders thereof (and their permitted transferees) (collectively, the “ Management Stockholders ”) will be subject to the terms of the Management Stockholders Addendum attached to the Management Equity Plan (the “ Management Stockholders Addendum ”).

4. The parties hereto desire to establish the composition of the Company’s board of directors (the “ Board ”), to restrict the sale, assignment, transfer, encumbrance or other disposition of shares of Stock, to provide for certain additional covenants and to provide for certain rights and obligations as hereinafter provided.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement intending to be bound hereby agree as follows:

1.	EFFECTIVENESS; DEFINITIONS.

1.1 Effective Date . This Agreement shall become effective as of the date first written above (the “ Effective Date ”).

1.2 Definitions . Capitalized terms used in this Agreement shall have the meanings set forth in Section 10.

2.	VOTING AGREEMENT.

2.1 Board of Directors .

2.1.1. Board Size . The number of members of the Board shall initially be three (3). From and after July 29,2005, the number of members of the Board shall be fixed at nine (9), or such other number as is determined from time to time pursuant to Sections 2.5 and 2.6.1.

2.1.2. Designation of Directors . As of the date hereof, the members of the Board shall be Michael Calbert, Michael Fascitelli, and Matt Levin. From and after July 29, 2005, subject to Section 2.1.3, the following persons shall be elected to the Board:

(a) three (3) persons designated by Bain (subject to Section 11.1), who shall initially be Josh Bekenstein, Matt Levin and Dwight Poler (the “ Bain Designees ”);

(b) three (3) persons designated by KKR, who shall initially be Michael Calbert, David Kerko and John Pfeffer (the “ KKR Designees ”); and

(c) three (3) persons designated by Vornado, who shall initially be Michael Fascitelli, Steven Roth and Wendy Silverstein (the “ Vornado Designees ” and together with the Bain Designees and the KKR Designees, the “ Sponsor Designees ”).

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2.1.3. Sell-Down Provisions . In the event that any Sponsor ceases to own at least 50% of such Sponsor’s Initial Shares but continues to own at least 30% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees. In the event that any Sponsor ceases to own at least 30% of such Sponsor’s Initial Shares but continues to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that any Sponsor ceases to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate any Sponsor Designees.

2.2 Removal and Replacement; Vacancies .

2.2.1. Removal and Replacement; Vacancies Generally . Subject to Section 2.2.2, members of the Board designated by a particular Sponsor may be removed by, and only by, the affirmative vote of such Sponsor. If, prior to his or her election to the Board, any designee for Sponsor Designee is unable or unwilling to serve as a director, then the applicable designating Person, as set forth in Section 2.1.2, shall, subject to Section 2.1.3, be entitled to nominate a replacement. If, following election to the Board, any Sponsor Designee resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a director, then, subject to Section 2.1.3, the applicable designating Person, as set forth in Section 2.1.2, shall designate a replacement. If any designating Person fails to designate a person to fill any directorship, then such directorship shall remain vacant until filled by the Person entitled to fill such directorship pursuant to the terms hereof.

2.2.2. Vacancies upon a Reduction in a Sponsor’s Initial Shares . To the extent that, pursuant to Section 2.1.3, there is any reduction in the number of Sponsor Designees that any Sponsor is entitled to designate, then such Sponsor shall send a written notice to the Secretary of the Company stating the name of the Sponsor Designee(s) to be removed from the Board and, upon receipt of such notice by the Secretary of the Company (or, in the event such Sponsor fails to deliver such notice within five (5) days after written request from the Company, the Sponsor Designee(s) of such Sponsor to be removed shall be selected from such Sponsor’s Sponsor Designees by the Company by lot), such Sponsor Designee(s) shall be deemed to have resigned from the Board, and the vacancy or vacancies created thereby (and, thereafter, any vacancies created in that particular directorship) shall be filled by an Independent Director or Independent Directors selected by a Sponsor Majority.

2.3 Directors of Subsidiaries . The size and composition of the boards of directors of the Company’s Subsidiaries shall be as determined by the Board; provided that, if at any time any Person other than (i) an Independent Director or (ii) an employee of the Company or any of its Subsidiaries who is not also an employee, partner, member, stockholder, agent, or Affiliate of any Sponsor, is appointed to the board of directors of any Company Subsidiary, then each Sponsor shall have the right to designate a number of members to such board of directors in the same proportion as such Sponsor has the right to designate Sponsor Designees to the Board under Section 2.1.

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2.4 Committees .

2.4.1. Composition . The Board may from time to time designate one or more committees, each of which shall have three (3) members. The Board’s committees shall initially include one (1) Bain Designee, one (1) KKR Designee, and one (1) Vornado Designee; provided that in the event that any Sponsor ceases to own at least 30% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to have any Sponsor Designees serve as members of the Board’s committees. To the extent that any Sponsor, under this Section 2.4.1, is not entitled to designate any Sponsor Designees as members of the Board’s committees, such Sponsor shall send a written notice to the Secretary of the Company stating the names of the Sponsor Designees to be removed from the Board’s committees and, upon receipt of such notice by the Secretary of the Company, such Sponsor Designees shall be deemed to have resigned from such committees. Any vacancies on the Board’s committees created thereby (and, thereafter, any vacancies created in these committee memberships) shall be filled by the remaining committee members acting in accordance with the Company’s nomination and governance procedures.

2.4.2. Authority . Each of the Board’s committees, to the extent provided in the enabling resolution of such committee, the Certificate of Incorporation or this Agreement, shall have and may exercise all of the authority of the Board delegated to such committee. Any such delegation may be revoked at any time by action of the Board. Further, no committee of the Board shall have the power to act for the Board where such action would require the approval of the Sponsors under the terms of this Agreement or otherwise expressly require the vote or consent of a majority of the Board’s directors under applicable law, the Certificate of Incorporation or By-laws or this Agreement.

2.5 Changes upon Closing of an IPO . In connection with the closing of the Initial Public Offering, the Sponsors shall make such changes to (a) Sections 2.6 and 2.7 and (b) the size and composition of the Board, the Board’s committees, and the boards of directors of the Company’s Subsidiaries, as may be required by applicable legal and regulatory requirements or the rules of any exchange on which the Stock is traded, or as otherwise determined by the Sponsor Majority approving such Initial Public Offering; provided that in no event shall the Sponsors (i) change the proportion of the members of the Board or any committee or Subsidiary board that a particular Sponsor has the right to designate relative to the proportion of the members of the Board or any committee or Subsidiary board that the other Sponsors are entitled to designate pursuant to Section 2.1 or (ii) adversely change a Sponsor’s rights under Section 2.6 or 2.7 in a manner different than changes to the rights of the Sponsors approving such changes, in either of clauses (i) and (ii) without the consent of such Sponsor.

2.6 Actions Requiring Unanimous Sponsor Approval . Except as expressly provided in this Section 2.6, the Company shall not, and shall not permit any of its Subsidiaries to, take (or agree to take) any of the following actions without Unanimous Sponsor Approval:

2.6.1. Composition of the Board . Other than as set forth in Sections 2.1 through 2.3, change the size or the composition of the Board or the board of directors or similar

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governing body of any Subsidiary; provided that (a) changes to accommodate the admission of the Company’s chief executive officer to the Board or the board of any Subsidiary and (b) to the extent Section 2.5 applies, changes in connection with the Initial Public Offering, shall not require Unanimous Sponsor Approval, but shall require Majority Sponsor Approval.

2.6.2. Charter or By-laws . Amend, modify or waive the Certificate of Incorporation or By-laws (including to provide for the issuance of any class of securities not then currently held by Sponsors) or the certificate of incorporation or by-laws or similar governing document of any of the Subsidiaries; provided that (a) immaterial changes that do not adversely affect the specific rights of any Sponsor set forth in such documents relative to the specific rights of the other Sponsors set forth in such documents, (b) changes to increase the capitalization of the Company to accommodate equity issuances that do not require Unanimous Sponsor Approval hereunder, and (c) to the extent Section 2.5 applies, changes in connection with the Initial Public Offering, shall not require Unanimous Sponsor Approval, but shall require Majority Sponsor Approval. Unanimous Sponsor Approval shall also be required for any reverse stock split, recapitalization, exchange or any other combination in any manner of the outstanding Stock of the Company in connection with which any Sponsor would receive more than a de minimis amount of cash in lieu of fractional shares.

2.6.3. Change in Control . Enter into or effect a Change in Control.

2.6.4. Certain Dispositions . Directly or indirectly, enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposal (including by merger, consolidation, sale of stock, or sale of assets) by the Company or the Subsidiaries of any assets having a fair market value or for consideration having a fair market value (in each case as reasonably determined by the Board) in excess of 20% of the consolidated assets of the Company and the Subsidiaries (the fair market value of which shall be reasonably determined by the Board), other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

2.6.5. Certain Acquisitions . Directly or indirectly, enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock, or acquisition of assets) by the Company or the Subsidiaries of any assets and/or equity securities of any Person for consideration having a fair market value (as reasonably determined by the Board) in excess of 20% of the consolidated assets of the Company and the Subsidiaries (the fair market value of which shall be reasonably determined by the Board), other than transactions solely between and among the Company and Wholly Owned Subsidiaries.

2.6.6. Certain Joint Ventures and Business Alliances . Enter into any joint venture or similar business alliance involving invest