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THE TJX COMPANIES, INC.
MANAGEMENT INCENTIVE PLAN
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
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