exv10w10









Exhibit 10.10




THE TJX COMPANIES, INC.

MANAGEMENT INCENTIVE PLAN




409A Amendment



Pursuant to Section 17 of The TJX Companies, Inc. Management Incentive Plan (as amended, the
“Plan”), the Plan is hereby amended effective January 1, 2008 as follows:



1. A new Section 2(j) is hereby added to read in its entirety as follows:



““Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.”



2. A new sentence is hereby inserted between the first and second sentences of the second paragraph
of Section 7(c), which sentence shall read in its entirety as follows:



“Notwithstanding the foregoing, no participant will be deemed to have a nonforfeitable right to
payment of any prorated Award until the end of such Performance Period, and then only to the extent
provided under the terms of such award.”



3. A new sentence is hereby added to the end of second paragraph of Section 7(d), which sentence
shall read in its entirety as follows:



“Notwithstanding the foregoing, no participant will be deemed to have a nonforfeitable right to
payment of any prorated Award until the end of such Performance Period, and then only to the extent
provided under the terms of such award.”



4. Section 8 is hereby amended to read in its entirety as follows:



“As soon as practicable after the end of each Performance Period and the valuation of the award for
such Performance Period, but in no event later than two and one-half (21/2) months after the later of
the end of the calendar year or the fiscal year of the Company in which such Performance Period
ends, payment (including, for the avoidance of doubt, any prorated payment made pursuant to
Sections 7(c) and 7(d)) shall be made in cash with respect to the award earned by each Participant
for such Performance Period. Any such payment shall be subject to applicable withholding as set
forth in Section 16 below. Payments hereunder are intended to constitute short-term deferrals
exempt from Section 409A and shall be construed and administered accordingly.”



5. Section 9 is hereby amended to read in its entirety as follows:



“Participants who are designated by the E.C.C. as being eligible to participate in the TJX General
Deferred Compensation Plan or the Executive Savings Plan may elect under such plan to defer all or
a portion of their awards solely to the extent (1) permitted under the terms of the General
Deferred Compensation Plan and the Executive Savings Plan at the time a deferral election with


 









 






respect to amounts otherwise payable hereunder is required to be irrevocably made under the terms
of such plans, and (2) consistent with the requirements of Section 409A. If a Participant has an
effective salary reduction agreement in place under the Company’s General Savings/Profit Sharing
Plan, any similar U.S. tax-qualified pension plan, or any pension or retirement plan maintained
outside the U.S. for the benefit of any employees of the Company, amounts will be withheld from any
payment made hereunder to the extent, and solely to the extent, provided in such plan and
consistent with the requirements, to the extent applicable, of Section 409A.”



IN WITNESS WHEREOF, The TJX Companies, Inc. has caused this Amendment to be executed in its name
and behalf by its officer thereunto duly authorized.




	 	 	 	 	 	 	 
	 	 	THE TJX COMPANIES, INC.
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Jeffrey G. Naylor 	 	 
	 

	 	 	 	 
	 	     
	 
	 	Title:	 	Chief Administrative Officer 	 	 
	 
	 	 	 	 
	 	     





Dated:
December 19, 2008