Exhibit 10.2



 Exhibit 10.2 
 THE TJX COMPANIES, INC. 
 LONG RANGE PERFORMANCE INCENTIVE PLAN

 (As amended and restated effective as of March 5, 2010) 

Amendment 

Pursuant to Section 12 of The TJX Companies, Inc. Long Range Performance Incentive Plan (the “Plan”), The TJX Companies,
Inc. hereby amends the Plan as follows, effective as provided in paragraph 3 below: 
  

	1.	The first paragraph of Section 5 is hereby amended to read in its entirety as follows: 


“Any executive officer or other key employee (an “Employee”) of the Company or any of its Subsidiaries shall be eligible to
be selected to receive an award under the Plan.” 
  

	2.	Section 16 is hereby amended to read in its entirety as follows: 

 “Except as the Committee may determine in any case, the provisions of this Section 16 shall apply, notwithstanding any other provision of the Plan to the contrary, in the case of each Award
granted under the Plan that is intended to qualify as exempt performance-based compensation under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), as determined by the Committee. In the case of any such Award:
(a) the Performance Goals set by the Committee will be one or more objectively determinable measures of performance relating to any one or any combination of the following business criteria (measured on an absolute basis or relative to one or
more comparators, including one or more companies or indices, and determined on a consolidated, divisional, line of business, project, geographical or area of executive’s responsibilities basis, or any combination thereof): (i) sales,
revenues, or comparable store sales; (ii) assets, inventory levels, inventory turns, working capital, cash flow or expenses; (iii) earnings, profit, income, losses or margins, before or after deduction for all or any portion of interest,
taxes, depreciation, amortization, rent, or such other items as the Committee may determine at the time the Performance Goals are preestablished (within the meaning of Section 162(m)), whether or not on a continuing operations and aggregate or
per share basis, basic or diluted, before or after dividends; (iv) return on investment, capital, equity, assets, sales or revenues, or economic value added models or equivalent metrics; (v) market share, store openings or closings,
customer service or satisfaction levels, or employee recruiting, retention or diversity; (vi) stock price, dividends, or total shareholder return, or credit ratings; or (vii) strategic plan implementations; (b) the Committee may
provide for automatic adjustments (in measures of achievement, amounts payable, or other award terms) to reflect objectively determinable events (for example, acquisitions, divestitures, extraordinary items, other unusual or non-recurring items
and/or changes in accounting principles) that may affect the business criteria, any such adjustment to be established and administered in a manner consistent with the requirements for exempt performance-based compensation under Section 162(m);
(c) the maximum amount payable to any Participant under the Plan in the aggregate with respect to all Performance Cycles commencing in a single fiscal year is $5,000,000, increased by 5% per year starting with the Company’s fiscal
year ending February 1, 2014; (d) no payment shall be made under the Award unless the applicable Performance Goal or Goals (as adjusted pursuant to clause (b) above, where applicable), which shall have been preestablished within the
meaning of Section 162(m), have been met, nor shall any such payment be made until the Committee certifies in accordance with Section 162(m) that such Performance Goal or Goals (as adjusted pursuant to clause (b) above, where
applicable) have been met; and (e) those provisions of the Plan generally applicable to Awards hereunder which give to the Committee or any other person discretion to modify the Award after the establishment and grant of the Award, or which if
applied to an Award described in this Section 16 might otherwise cause such Award to fail to qualify as a performance-based award under Section 162(m), shall be deemed inapplicable to the extent (but only to the extent) the retention of
such discretion by such person or the application of such provision would be deemed inconsistent with qualification of the Award as performance-based within the meaning of Section 162(m).” 

  
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	3.	The amendments made by paragraphs 1 and 2 above are subject to, and shall take effect only upon, approval by the stockholders of The TJX Companies, Inc. of the material
terms thereof and when effective shall apply to all Plan award opportunities granted after that date. 

 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 Naylor





			
		
	Title:	 	 SEVP/CAO



 Dated: April 20, 2012 

  
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