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GENERAL DEFERRED COMPENSATION
PLAN
Pursuant to
Section 7(E) of The TJX Companies, Inc. General Deferred
Compensation Plan (1998 Restatement) (the “Plan”), The
TJX Companies, Inc. hereby amends the Plan as follows:
1. Section 1
is hereby amended to add the following language to the end of such
Section:
“The Plan
was previously divided into two plans: the legacy The TJX
Companies, Inc. General Deferred Compensation Plan (1998
Restatement) as in effect on October 3, 2004 (the
“Grandfathered Plan”) and The TJX Companies, Inc. 409A
General Deferred Compensation Plan (the “409A
Plan”).
All benefits
accrued and vested as of December 31, 2004 and not materially
modified after October 3, 2004, plus notional earnings thereon
(the “Grandfathered Benefit Amount”) shall be
grandfathered for purposes of Code Section 409A and shall be
governed by The TJX Companies, Inc. General Deferred Compensation
Plan as it was in effect on October 3, 2004. The Grandfathered
Plan is frozen as of December 31, 2004. No additional benefit
shall accrue after December 31, 2004 under the Grandfathered
Plan (except, for the avoidance of doubt, the continued deferral of
any previously deferred Grandfa
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