Policies Relating to ~~Directors.~~Board Service. It is our policy that no director shall be nominated who has attained the age of 75 prior to or on the date of his or her ~~election or re-election.~~election. Under our Corporate Governance Principles, directors who are CEOs of public companies should not serve on more than two boards of public companies besides their ~~own;~~own and no director should serve on more than five boards of public ~~companies; and under~~companies. Under our Audit Committee Charter, members of the Audit Committee should not serve on more than two audit committees of other companies. When a director’s principal occupation or business association changes during his or her tenure as a director, our Corporate Governance Principles provide that the director is required to tender his or her resignation from the Board, and the Corporate Governance Committee will recommend to the Board any action to be taken with respect to the resignation.

Board Committees and Meetings

~~Code of Conduct.~~Board Attendance. ~~We have a Code of Conduct for~~During fiscal 2014, our associates designed to ensure that our business is conducted with integrity. Our Code of Conduct covers professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as adherence to laws and regulations applicable to the conductBoard met eight times. Each of our ~~business. Information concerning our Code~~directors attended at least 75% of ~~Conduct is available on our website at~~~~www.tjx.com.~~

~~Code of Ethics for TJX Executives and Code of Business Conduct and Ethics for Directors.~~ We have a Code of Ethics for TJX Executives governing our Chairman, Chief Executive Officer, President, Chief Financial Officer and other senior operating, financial and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in our financial reports and public disclosures. We also have a Code of Business Conduct and Ethics for Directors which promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. Both of these codes of conduct are published on our website at~~www.tjx.com.We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the Code of Business Conduct and Ethics for Directors within four business days~~all meetings of the ~~waiver~~Board and committees of which he or ~~amendment through~~she was then a ~~website posting or by filing a Current Report onForm 8-K~~ ~~with the Securities and Exchange Commission, or SEC.~~

~~Stock Ownership Guidelines.~~ Our Corporate Governance Principles provide that a director is expected to acquire initially at least $10,000 of our common stock outright and to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the directors within five years of initial election to the Board. Our Chief Executive Officer is expected to attain stock ownership with a fair market value equal to at least five times annual base compensation, and our President andmember. At each Senior Executive Vice President is expected to attain stock ownership with a fair market value of at least three times annual base compensation. Such ownership guidelines for our executive officers are reduced by 50% at age 62. Executives are expected to make steady progress toward these ownership guidelines and to attain them within five years from their respective dates of hire for or promotion to the above positions. It is expected that executives who have not yet achieved these guidelines will retain 50% of their shares (on an after-tax basis) resulting from the exercise of stock options and vesting of deferred and restricted stock.

~~Sustainability.~~ As part of our commitment to corporate responsibility, TJX has long been pursuing solutions to sustainability challenges that both preserve natural resources and improve profitability. We continue to be committed to environmentally sound business practices throughout our operations, including energy and water conservation as well as recycling and waste reduction. We have discussed our efforts with shareholder groups over the years and understand the importance to our business, shareholders, associates, customers and communities of strong, sustainable business practices.

~~Communications with Directors.~~ ~~Security holders and other interested parties may communicate directly with the~~regularly
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scheduled Board ~~the non-management directors or~~meeting, the independent directors ~~as a group, specified individual directors or the Lead Director by writing to such individual or groupc/o Office~~ of the Secretary, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board.

~~Online Availability of Information.~~  ~~The current versions of~~also met separately. It is our policy, included in our Corporate Governance Principles, ~~Code~~that all nominees and directors standing for election are expected to attend the annual meeting of ~~Conduct~~stockholders. All nominees who stood for ~~Associates, Code~~election at the 2013 Annual Meeting were in attendance.
The Board of ~~Ethics for TJX Executives, Code of Business Conduct and Ethics for~~ Directors ~~and charters for our~~has five standing committees: Audit, Corporate Governance, Executive, Executive Compensation and ~~Finance Committees are~~Finance. Each committee’s charter is available on our website, atwww.tjx.com.
All members of the Audit, Corporate Governance, Executive Compensation and Finance Committees are independent directors. While each committee has designated responsibilities, each committee may act on behalf of the entire Board. The committees regularly report on their activities to the entire Board.
The table below provides information about membership and meetings of these committees during fiscal 2014:
Name
   Audit    Corporate
Governance    Executive    Executive
Compensation    Finance
Zein Abdalla
      X
José B. Alvarez
   X            X
Alan M. Bennett
            X*    X
Bernard Cammarata
         X*
David T. Ching
   X      X
Michael F. Hines
   X*             X
Amy B. Lane
   X         X         X*
Dawn Lepore⁺
               X
Carol Meyrowitz

John F. O’Brien
         X      X
Willow B. Shire
      X*       X
Number of meetings during fiscal 2014
   10      4      0      6      5
* Committee Chair.
+ Ms. Lepore joined the Board and the Finance Committee in June 2013.
~~www.tjx.com.~~Audit Committee.    The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm and oversight of the financial reporting process. Each member of the Audit Committee is a non-employee director and meets the independence standards adopted by the Board in compliance with New York Stock Exchange (NYSE) listing standards. The Audit Committee operates under the terms of a written charter which is reviewed by members of the committee annually. Specifically, the Audit Committee’s responsibilities include, among other things:
reviewing with management, internal auditors and the independent registered public accounting firm our quarterly and annual financial statements, including the accounting principles and procedures applied in their preparation and any changes in accounting policies;

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monitoring our system of internal financial controls and accounting practices;
overseeing the internal and external audit process, including the scope and implementation of the annual audit;
overseeing our compliance and ethics programs;
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selecting, retaining, approving the compensation of, overseeing and if necessary, replacing the independent registered public accounting firm, evaluating the performance of the independent registered public accounting firm, including the lead audit partner;
establishing and maintaining procedures for receipt, retention and treatment of complaints, including the confidential and anonymous submission of complaints by employees, regarding accounting or auditing matters;
pre-approving all work by the independent registered public accounting firm; and
reviewing other matters as the Board deems appropriate.
In addition to assuring the regular rotation of the lead partner of the independent auditor, as required by law, the Audit Committee, including its Chair, has been involved in the selection of, and reviews and evaluates the performance of, the independent auditor, including the lead audit partner, and further considers whether there should be regular rotation of the audit function among firms.
~~Transactions~~Executive Compensation Committee.    The Executive Compensation Committee, or the ECC, is responsible for overseeing executive compensation and benefits. Each member of the ECC is a non-employee director and meets the independence standards adopted by the Board and those required by NYSE listing standards. The ECC operates under the terms of a written charter which is reviewed by the members of the committee annually. Pursuant to its charter, the ECC may delegate its authority to a subcommittee or to such other person that the ECC determines is appropriate and is permitted by applicable law, regulations and listing standards. Specifically, the ECC’s responsibilities include, among other things:
approving the compensation and benefits, including awards of stock options, bonuses and other awards and incentives, of our executive officers and other Associates in such categories as are from time to time identified by the ECC;
determining the compensation of the Chief Executive Officer, including awards of stock options, bonuses and other awards and incentives, based on the evaluation by the Corporate Governance Committee of the performance of the Chief Executive Officer and such other factors as the ECC deems relevant;
determining the performance goals and performance criteria under our incentive plans;
approving the terms of employment of our executive officers, including employment and other agreements with ~~Related Persons~~such officers;
reviewing and undertaking other matters that the Board or the ECC deems appropriate, such as the review of our succession plan for the Chief Executive Officer and other executive officers; and
~~Under~~
overseeing the administration of our incentive plans and other compensatory plans and funding arrangements.
The ECC also reviews our compensation policies and practices for our Associates to determine whether they give rise to risks which are reasonably likely to have a material adverse effect on the Company.
Corporate Governance Committee.    The Corporate Governance Committee is responsible for recommending nominees for directors to the Board and for our corporate governance practices. Each member of the Corporate Governance Committee is a non-employee director and meets the independence standards adopted by the Board in compliance with NYSE listing standards. The Corporate Governance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. Specifically, the Corporate Governance Committee’s ~~charter,~~responsibilities include, among other things:
recommending director nominees to the Board;
developing and reviewing corporate governance principles;
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reviewing our policies with respect to corporate public responsibility, including charitable and political contributions and political advocacy;
reviewing practices and policies with respect to directors, including retirement policies, the size of the Board and the meeting frequency of the Board, and reviewing the functions, duties and composition of the committees of the Board and compensation for Board and committee members;
recommending processes for the annual evaluations of the performance of the Board, the Chairman, the Lead Director and each committee and its chair;
establishing performance objectives for the Chief Executive Officer and annually evaluating the performance of the Chief Executive Officer against such objectives; and
overseeing the maintenance and presentation to the Board of management’s plans for succession to senior management positions.
Executive Committee.    The Executive Committee meets at such times as it determines to be appropriate and has the authority to act for the Board on specified matters during the intervals between meetings of the Board.
Finance Committee.    The Finance Committee is responsible for reviewing and making recommendations to the Board relating to our financial activities and condition. The Finance Committee operates under the terms of a written charter which is reviewed by the members of the committee annually. Specifically, the Finance Committee’s responsibilities include, among other things:
reviewing and making recommendations to the Board with respect to our financing plans and strategies; financial condition; capital structure; tax strategies, liabilities and payments; dividends; stock repurchase programs and insurance programs;
approving ~~or ratifying any transaction~~our cash investment policies, foreign exchange risk management policies, commodity hedging policies, capital investment criteria and agreements for borrowing by us and our subsidiaries from banks and other financial institutions; and
reviewing investment policies as well as the performance and actuarial status of our pension and other retirement benefit plans.
Board Leadership Structure and Role in Risk Oversight
Board Leadership Structure.    Our Board annually elects a Chairman of the Board of Directors. The Board has chosen to separate the roles of Chairman and Chief Executive Officer. Consistent with our Corporate Governance Principles, because our current Chairman, Bernard Cammarata, is not independent, our independent directors have elected a Lead Director, John F. O’Brien. In his role as Lead Director, among other duties, Mr. O’Brien:
meets at least quarterly with Carol Meyrowitz, our Chief Executive Officer, and with other senior officers as necessary;
attends regular management business review meetings;
schedules meetings of the independent directors, presides at meetings of the Board at which the Chairman is not present, including meetings of the independent directors;
serves as a liaison between the independent directors and the Chairman and Company management and approves meeting schedules and agendas;
attends the meetings of each Board committee; and
undertakes other responsibilities designated by the independent directors.
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The Board believes that the separate roles of Mr. Cammarata, Ms. Meyrowitz and Mr. O’Brien are in the best interests of TJX and ~~any~~its stockholders. Mr. Cammarata has wide-ranging, in-depth knowledge of our ~~directors, director nominees, executive officers, 5% stockholders~~business arising from his many years of service to TJX and, ~~their immediate family members are participants~~as a result, provides effective leadership for the Board and support for Ms. Meyrowitz and other management. The structure permits Ms. Meyrowitz to devote more of her attention to leading TJX and focus on the execution of its business strategy. Mr. O’Brien provides independence in ~~which such persons have a direct or indirect material interest~~TJX’s Board leadership as provided ~~under SEC rules. In the course of reviewing potential related person transactions, the Committee considers the nature of the related person’s interest~~ in the transaction; the presence of standard prices, rates or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for TJX entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and any other factors the Committee may deem relevant. Our General Counsel’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Corporate Governance ~~Committee.~~

~~Audit Committee Report~~

~~We operate~~Principles through his review and approval of Board meeting agendas, his participation in ~~accordance with a written charter adopted by~~management business review meetings and his leadership of the independent directors.
Board’s Role in Risk Oversight. It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to TJX. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to TJX. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. In general terms:
The Board reviews strategic, financial and ~~reviewed annually by~~execution risks and exposures associated with the ~~Committee. We are responsible for overseeing the quality~~annual plan and ~~integrity~~multi-year plans, any major litigation and other matters that may present material risk to our operations, plans, prospects or reputation, acquisitions and divestitures and senior management succession planning and receives regular reports from our Chief Compliance Officer and Director of ~~TJX’s accounting, auditing and financial reporting practices.~~ Enterprise Risk.
The Audit Committee ~~is composed solely of members who are independent, as defined by the New York Stock Exchange~~reviews risks associated with financial and ~~TJX’s Corporate Governance Principles. Further, the Board has determined that two of our members (Mr. Hines and Ms. Lane) are audit committee~~accounting matters, including financial ~~experts as defined by the rules of the SEC.~~
The Audit Committee met 12 times during fiscal 2011, including four meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit and PricewaterhouseCoopers LLP (PwC), TJX’s independent registered publicreporting, accounting, ~~firm, prior to the public release of TJX’s quarterly and annual earnings announcements in order to discuss the financial information contained in the announcements.~~
We took numerous actions to discharge our oversight responsibility with respect to the audit process. We received the written disclosures and the letter from PwC pursuant to Rule 3526, Communication with Audit Committees Concerning Independence, of the Public Company Accounting Oversight Board (“PCAOB”) concerning any relationships between PwC and TJX and the potential effects of any disclosed relationships on PwC’s independence and discussed with PwC its independence. We discussed with management, thedisclosure, internal ~~auditors and PwC, TJX’s internal control~~controls over financial reporting, ethics and ~~management’s assessment of the effectiveness of internal control over financial reporting~~compliance programs, compliance with orders and the internal audit function’s organization, responsibilities, budget and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope and identification of audit risks.
We discussed and reviewed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB AU Section 380, “Communication with Audit Committees,” and, with and without management present, discussed and reviewed the results of PwC’s examination of TJX’s financial statements. We also discussed the results of the internal audit examinations with and without management present.
~~The aggregate fees that TJX paid for professional services rendered by PwC for fiscal 2011 and the fiscal year ended January 30, 2010 (fiscal 2010) were:~~

In thousands
2011 2010

Audit $ 4,377 $ 4,475
Audit Related 415 381
Tax 488 476
All Other 12 13

Total $ 5,292 $ 5,345
data security.

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	•	Audit fees were for professional services rendered for the audits of TJX’s consolidated financial statements including financial statement schedules and statutory and subsidiary audits, assistance with review of documents filed with the SEC, and opinions on the effectiveness of internal control over financial reporting with respect to fiscal 2011 and fiscal 2010.

	•	~~Audit related fees were for services related to consultations concerning financial accounting and reporting standards and employee benefit plan and medical claims audits.~~

	•	Tax fees were for services related to tax compliance, planning and advice, including assistance with tax audits and appeals, tax services for employee benefit plans, and requests for rulings and technical advice from tax authorities.

	•	~~All other fees were for services related to training for TJX’s internal audit department in fiscal 2011 and fiscal 2010.~~

We pre-approve all audit services and all permitted non-audit services by PwC, including engagement fees and terms. We have delegated the authority to take such action between meetings to the Audit Committee chair, who reports the decisions made to the full Audit Committee at its next scheduled meeting.

Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions or~~contribution-in-kind~~ reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to the audit, broker-dealer, investment adviser, or investment banking services or human resource consulting. In addition, we evaluate whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. We concluded that PwC’s provision of non-audit services, which we approved in advance, was compatible with their independence.

We reviewed the audited financial statements of TJX as of and for fiscal 2011 with management and PwC. Management has the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

~~Based on these reviews and discussions with management and PwC, we recommended to the Board that TJX’s audited financial statements be included in its Annual Report onForm 10-K~~ ~~for fiscal 2011 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2012, subject to ratification by TJX’s stockholders.~~

~~Audit Committee~~

~~Michael F. Hines, Chair~~

~~José B. Alvarez~~

~~David T. Ching~~

~~Amy B. Lane~~

~~Fletcher H. Wiley~~

~~Beneficial Ownership~~

The following table shows, as of April 18, 2011, the number of shares of our common stock beneficially owned by each director, each director nominee, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group:


	~~Number of~~
~~Name~~	~~Shares(1)~~

~~José B. Alvarez~~		~~11,748~~
~~Alan M. Bennett~~		~~13,398~~
~~David A. Brandon~~		~~21,978~~
~~Bernard Cammarata(2)(3)~~		~~1,524,497~~
~~David T. Ching~~		~~13,413~~
~~Ernie L. Herrman~~		~~345,967~~
~~Michael F. Hines~~		~~17,471~~
~~Amy B. Lane(3)~~		~~27,067~~
~~Carol Meyrowitz~~		~~497,148~~
~~Jeffrey G. Naylor~~		~~208,584~~
~~John F. O’Brien~~		~~59,335~~
~~Jerome Rossi~~		~~103,922~~
~~Willow B. Shire~~		~~78,058~~
~~Paul Sweetenham~~		~~92,064~~
~~Fletcher H. Wiley~~		~~48,681~~
~~All Directors, Nominees and Executive Officers as a Group (17 Persons)~~		~~3,234,876~~


~~(1)~~		Reflects sole voting and investment power except as indicated in footnotes below. Includes shares of common stock which the following persons had the right to acquire on April 18, 2011 or within sixty (60) days thereafter through the exercise of options: Mr. Herrman (176,794), Ms. Lane (7,956), Ms. Meyrowitz (65,964), Mr. Naylor (50,104), Mr. O’Brien (12,000), Mr. Rossi (50,104), Ms. Shire (48,000) and Mr. Sweetenham (9,534) and all directors, nominees and executive officers as a group, 496,764. Includes performance-based restricted shares that are subject to forfeiture restrictions: Mr. Herrman (132,188), Ms. Meyrowitz (240,000), Mr. Naylor (80,000), Mr. Rossi (43,800), Mr. Sweetenham (79,100) and all directors, nominees and executive officers as a group, 650,076. Includes the following vested deferred shares held by the following directors: Mr. Alvarez (10,300), Mr. Bennett (10,300), Mr. Brandon (20,880), Mr. Ching (8,083), Mr. Hines (11,373), Ms. Lane (12,635), Mr. O’Brien (21,226), Ms. Shire (21,312) and Mr. Wiley (33,583) and all directors, nominees and executive officers as a group, 149,692. Includes estimated deferred shares (including accumulated dividends payable in shares) that vest within 60 days of April 18, 2011 held by the following: each non-employee director, 1,098 and all directors, nominees and executive officers as a group, 9,882. The total number of shares beneficially owned by each individual and by the group each constitutes less than 1% of the outstanding shares.

~~(2)~~		~~Excludes 1,608 shares owned by Mr. Cammarata’s wife as to which Mr. Cammarata disclaims beneficial ownership.~~

~~(3)~~		~~Includes shares owned by trusts or a charitable foundation of which the individual is a trustee or officer: Mr. Cammarata (1,524,497) and Ms. Lane (650).~~

~~As of April 18, 2011, based on information filed with the SEC, persons known by us to beneficially own 5% or more of our outstanding common stock are as follows:~~

Percentage of
Number of
Class
Name and Address of Beneficial Owner
Shares Outstanding

FMR, LLC
82 Devonshire Street
Boston, MA 02109 40,152,783 (1) 10.145 %
~~(1)~~ ~~Reflects sole voting power with respect to 2,746,289 shares and sole dispositive power with respect to all shares.~~
~~Section 16(a) Beneficial Ownership Reporting Compliance~~
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers to file reports of holdings and transactions in our common stock with the SEC and the New York Stock Exchange. To facilitate compliance, we have undertaken the responsibility to prepare and file these reports on behalf of our officers and directors. Based on our records and other information, all reports were timely filed, except that on April 23, 2010, Mr. Naylor filed a Form 4 two days late relating to the withholding of shares in payment of a tax liability arising from the vesting of shares. The failure to report this transaction on time was inadvertent and was corrected promptly upon discovery.

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~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion and Analysis~~

~~Executive Summary~~

~~Fiscal 2011 was another outstanding year for TJX.~~ ~~Our Board and ECC looked at these factors, among others, in assessing the performance of our management for fiscal 2011:~~


	•	~~Our fiscal 2011 net sales reached $21.9 billion, an 8% increase over last year.~~

	•	~~Our comparable annual store sales increased 4% in fiscal 2011 over a very strong 6% increase last year, a much more challenging comparison than faced by most other retailers.~~

	•	~~We delivered a 23% increase in adjusted earnings per share* in fiscal 2011, on top of a 48% increase last year.~~

	•	We operated with extremely lean, fast-turning inventories, which led again to even stronger merchandise margins. This, combined with our continued cost reduction initiatives, helped drive our large increase in profitability.

	•	~~Our customer traffic was up mid-single digits in fiscal 2011 over huge increases in fiscal 2010, as our great brands and values continued to attract new and existing customers.~~

	•	We made the important decision to consolidate our A.J. Wright business by converting some of the stores to different banners and closing the remainder, which repositions our Company for better growth and earnings.

	•	~~Our total stockholder return for fiscal 2011 was 27%.~~

	•	~~Our performance has significantly exceeded that of our peer group as shown below:~~


~~Adjusted EPS Growth vs. Fiscal 2008~~		~~Compound Annual Adjusted EPS Growth Rates~~


*		Adjusted earnings per share of TJX and the peer group members discussed in this CD&A exclude from diluted earnings per share from continuing operations (EPS) computed in accordance with U.S. generally accepted accounting principles (GAAP) the positive and negative effects of items that affect comparability between periods. Adjusted EPS is a Non-GAAP financial measure. Management, our Board and the ECC review adjusted EPS, which have been publicly disclosed, because they provide an additional measure of the results of ongoing operations on a comparable~~year-over-year~~ basis and of business trends. TJX fiscal 2006 adjusted EPS of $1.33 excludes $0.14 of tax benefits and a net $0.02 charge for certain unusual events from GAAP EPS of $1.45. TJX fiscal 2008 adjusted EPS of $1.93 excludes a $0.25 charge for a Computer Intrusion provision from GAAP EPS of $1.68. Fiscal 2009 adjusted EPS of $1.92 excludes a $0.09 benefit from the 53^rd week, $0.03 benefit of tax adjustments and $0.04 credit to the Computer Intrusion provision from GAAP EPS of $2.08. Fiscal 2011 adjusted EPS of GAAP EPS of $3.49 per share excludes $0.21 of A.J. Wright store closing costs and a $0.02 credit to the Computer Intrusion provision from GAAP EPS of $3.30. TJX GAAP EPS for fiscal 2007 and fiscal 2010 were not adjusted.

~~Our executives’ fiscal 2011 compensation reflects our outstanding performance.~~


	•	Our CEO’s salary increased 7%, and our other named executive officers’ base salaries increased an average of 7% in fiscal 2011, based on various factors including peer group review and outstanding fiscal 2010 performance after no base salary increases for fiscal 2010.

	•	Our adjusted pre-tax profit for fiscal 2011 exceeded the target adjusted pre-tax profit under our short-term cash incentive plan by $178 million or 8%, resulting in a 154% payout of target short-term award opportunities.

	•	~~Our cumulative adjusted pre-tax profit for the fiscal2009-2011~~ ~~period resulted in a 122% payout of target award opportunities under our long-term cash incentive plan.~~

	•	~~For performance-based restricted stock awards held by our named executive officers, all performance conditions ending in fiscal 2011 were satisfied based on our adjusted pre-tax profit.~~

	•	Our stock price rose to $47.71 at fiscal year end, a 26% increase over last year end, which increased the value of the stock options and performance-based restricted stock held by our executives. Including dividends (which, for all performance-based restricted stock awards granted since fiscal 2009, are accumulated and paid only upon vesting), our total stockholder return reflected in our performance-based restricted stock for fiscal 2011 was 27%.

~~Our compensation program is designed to pay for performance.~~ Our compensation program for our executives is heavily weighted to incentive compensation that is at risk. Of the four principal elements of our compensation program, only base salary is fixed. The other elements are variable: performance-based awards under our short and long-term cash incentive plans and our performance-based restricted stock are earned based on the achievement of objective metrics, and stock options have value only to the extent the value of our stock increases. This table reflects the correlation between our performance and our CEO’s compensation over the last five fiscal years.


*		Total compensation consists of base salary, short- and long-term cash incentives earned, stock options valued at grant date and performance-based restricted stock valued at grant date and allocated to the year of the related service and performance (see “Allocation of Performance-Based Restricted Stock Awards to Years of Intended Compensation” below). As noted above, TJX GAAP EPS for fiscal 2007 and fiscal 2010 were not adjusted.

~~Our incentive compensation program is transparent for our associates and has been consistent over many years.~~ The metrics required to earn incentive awards and performance-based restricted stock are clear, objective and within the control of our executives and other associates. We have used the same metrics — adjusted pre-tax profit — to determine performance under our short and long-term cash incentive plans and

performance-based restricted stock for many years. We use adjusted pre-tax profit as the basis to measure the performance of our associates because it directly relates to the operating performance of our businesses and therefore can be directly influenced by the performance of our associates. We allocate our bonus opportunities between short-term incentives measured against one year of adjusted pre-tax income and long-term incentives measured against three years of cumulative adjusted pre-tax income. As a result, each year’s results form the basis of a one-year incentive and part of three successive three-year awards, providing our associates an incentive to achieve both our short- and long-term goals.

~~Our compensation program aligns our executives and our organization to the same goals as well as to our shareholders’ interests.~~ The targets in our incentive plans are derived from our Board-approved business plans. Performance for divisional level associates is measured based on targets taken from the divisional business plans, and performance for our executives and other corporate associates is measured against an aggregation of the divisional targets, focusing our executives and our organization on the same objectives throughout the Company. These business plans also form the basis for the projections of performance (which include our adjusted EPS goals) that we give to investors at the beginning of each fiscal year. As a result, our incentive targets drive the performance that we need to achieve our projections and align the interests of our associates and those of our shareholders.

We believe that this philosophy has contributed to our strong overall performance over many years in all types of business environments and serves to align management’s interests with those of shareholders. Our total stockholder return significantly exceeded the performance of the general market (S&P 500) and our industry index (Dow Jones U.S. Apparel Retailers Index) over the past three- and five-year fiscal periods.

~~TJX Total Stockholder Return Growth vs.~~
~~Market and Retail Indexes~~

~~We maintain shareholder friendly pay practices.~~


	•	~~We have limited perquisites, all of which are shown and quantified in the Summary Compensation Table.~~

	•	~~Our short- and long-term bonuses are awarded based on achievement of objective metrics. The bonus payouts for our named executive officers can be decreased but not increased under our bonus plans.~~

	•	~~All of our restricted stock awards have performance-based vesting conditions in addition to time-based vesting conditions. None of these awards vest based on time alone.~~

	•	~~We do not provide taxgross-ups~~ ~~on regular compensation, and we eliminated all golden parachute taxgross-ups.~~ Prior to fiscal 2011, we amended our definition of “change of control” and narrowed the circumstances in which change of control benefits might be payable to our executives. For new and amended employment agreements entered into during fiscal 2011, severance benefits following a


		~~change of control are payable only upon an involuntary termination of employment (including by reason of death or disability) or termination by the executive for “good reason.”~~


	•	~~We have not offered a primary Supplemental Executive Retirement Plan (SERP) benefit to new participants for many years, and only vested participants still have this benefit.~~

	•	~~Our executives are subject to and are in compliance with published stock ownership guidelines.~~

~~Compensation Program Objectives~~

~~We have a total compensation approach focused on performance-based incentive compensation that seeks to:~~


	•	attract and retain very talented individuals in the highly competitive retail environment, maintaining an extremely high talent level in our company and providing for succession broadly across our management,

	•	~~reward objective achievement of the short- and long-term financial objectives reflected in our business plans, and~~

	•	~~enhance shareholder value by directly aligning the interests of our management and shareholders.~~

~~Elements of Compensation~~

Incentive compensation comprises a substantial portion of each executive’s compensation opportunity. These incentives directly tie the amount of each named executive officer’s incentive compensation to objective performance achieved by TJX and its stock and thereby directly link executive compensation with the interests of our stockholders. The key elements of our compensation program are shown below:


~~Element~~	~~Objective~~	~~Form~~

~~Salary~~	~~Attract talented individuals and provide compensation for performance of primary roles and responsibilities.~~	~~Cash~~
~~Short-Term Cash Incentives (MIP)~~	~~Reward achievement of adjusted pre-tax profit goals for the current fiscal year. Provide a short-term incentive to achieve our financial objectives for current fiscal year.~~	~~Cash~~
~~Long-Term Cash Incentives (LRPIP)~~	~~Reward achievement of adjusted pre-tax profit goals on a cumulative multi-year basis, typically three fiscal years. Provide an incentive to achieve our financial objectives over the longer term.~~	~~Cash~~
~~Equity Incentives (Options and PBRS)~~	~~Align the interests of our executives with shareholders and provide an important retention incentive.~~	~~Equity~~
~~Health, Retirement and Other Benefits~~	~~Provide health and welfare, deferred compensation and retirement benefits, as well as limited perquisites, to maintain our competitive position and promote retention.~~	~~Insurance/Cash~~

We allocate our cash bonus opportunities between short-term incentives measured against one year of adjusted pre-tax profit and long-term incentives measured against three years of cumulative adjusted pre-tax profit. As a result, each year’s results form the basis of a one-year incentive and part of three successive three-year awards, providing our associates a financial interest in both our short- and long-term results.

As shown in the following charts, performance-based compensation (equity incentives and short- and long-term cash incentives) constituted a significant portion of our named executive officers’ direct annual compensation at target in fiscal 2011.


~~FY 11 TARGETS — CEO~~		~~FY 11 TARGETS — NEO AVERAGE~~

~~How Compensation Decisions Are Made~~

The Executive Compensation Committee (ECC), an independent committee of our Board of Directors, is responsible for compensation design and for determination of compensation for our executive officers. The ECC has the authority, without Board or management approval, to retain and terminate its compensation consultants and to determine their fees and terms of engagement. The ECC reviews ~~and approves compensation matters at various meetings during the year.~~

The ECC has used the same compensation design for many years: total compensation competitive with our peers, heavily weighted toward objective, performance-based incentives. In determining the overall level ofrisks related to executive compensation and the ~~allocation~~design of ~~its components, the ECC considers various factors. The ECC reviews the performance of TJX as well as the individual performance of the executives, including both quantitative~~compensation programs, plans and ~~qualitative performance factors. In setting targets and evaluating performance, the ECC reviews, among other factors, adjusted EPS.~~ arrangements.

The Corporate Governance Committee ~~of the~~reviews risks related to Board ~~provides the ECC with a review of the~~and CEO evaluations and management succession.

The Finance Committee reviews risks related to financing, investment, capital structure and liquidity, and investment performance, asset allocation strategies and funding of our CEO for the year, including her achievement of performance objectives set by the Corporate Governance Committee in addition to those provided in our incentive plans, but does not make salary recommendations. Our named executive officers play a limited role in the executive compensation process. Our named executive officers participate in our strategic planning process and recommend to the Board for its review and approval the annual and multi-year business plans for TJX and its divisions. These approved plans are the basis for the short- and long-term incentive performance targets and the restricted stock performance criteria, all of which are approved by the ECC. Additionally, our CEO provides an annual self-assessment and annual performance reviews of the other named executive officers and makes recommendations to the ECC regarding the base salaries and other elements of compensation for those executives. The ECC then considers those performance reviews and recommendations in establishing base salaries, cash incentive awards and equity grants.

The ECC also reviews data from compensation consultants to assess the overall competitiveness of our compensation programs as well as of individual compensation. For fiscal 2011 compensation, the ECC reviewed peer group data provided by Pearl Meyer & Partners, LLC (PM&P), its independent compensation consultant, with respect to the named executive officers. The ECC received advice from PM&P on contracts with executives. The ECC may also receive input from PM&P on other matters for which the ECC requests advice.

The ECC considers the effects on retention and succession at the executive officer and other management levels when determining the levels and design of compensation. The ECC takes into account contractual obligations, historical compensation practices believed successful and the limitation on income tax deductions imposed by Section 162(m) of the Internal Revenue Code (Section 162(m)). The ECC also considers matters such as recruitment, new hires, promotions, organizational changes, relocations and transitional roles.benefit plans.

The ECC uses all of this information to determine the overall level and appropriate mix of short-term versus long-term incentives and cash versus equity-based compensation to provide a competitive mix and at the same time encourage achievement of short- and long-range goals and employee retention and succession. The ECC then separately determines individual compensation components at its various meetings throughout the year.

The ECC also uses this information to determine the appropriate level of retirement benefits, deferred compensation opportunities and limited perquisites. These help us maintain our competitive position and retain our executives.

~~ECC Compensation Consultant and Peer Group Information~~

The ECC engaged PM&P to serve as the independent compensation consultant to the ECC for fiscal 2011. PM&P did not perform any services for TJX other than work for the ECC and for the Corporate Governance Committee with respect to compensation of directors. PM&P reported to the ECC, which determined PM&P’s engagement and fees. PM&P advised the ECC with respect to the competitive positioning of base salary, annual bonus and long-term incentives for our named executive officers and other senior management, including terms of employment agreements.

The ECC uses a peer group to provide context for its compensation decision-making for our named executive officers. Each year, the ECC considers revisions to the peer group. In fiscal 2011, the ECC undertook a comprehensive review of the composition of the peer group with the advice of PM&P. PM&P recommended a list of comparable companies for compensation comparisons primarily based on the following pre-defined selection criteria:


	•	~~Industry similarity;~~

	•	~~Companies with revenues approximately one-third to three times our annual revenues (generally between $7B and $65B);~~

	•	~~Companies with market capitalization approximately one-fourth to four times our market capitalization (generally between $5B and $68B); and~~

	•	~~Similar level of complexity in terms of global operations and brandand/or~~ ~~product line diversity.~~

As a result of this review, the ECC deleted two companies and added eight companies, creating a peer group of 17 companies that are large, publicly traded consumer-oriented companies. The ECC believes the revised peer group more accurately reflects TJX’s global reach and the scale of its operations. For fiscal 2011, the peer companies were:

~~Fiscal 2011 Peer Group Companies~~


~~Amazon.com, Inc.~~		~~Macy’s, Inc.~~
~~Bed Bath & Beyond Inc.~~		~~Nike, Inc.~~
~~Best Buy Co., Inc.~~		~~Nordstrom, Inc.~~
~~Costco Wholesale Corporation~~		~~J. C. Penney Company, Inc.~~
~~The Gap, Inc.~~		~~Ross Stores, Inc.~~
~~Kimberly-Clark Corporation~~		~~Staples, Inc.~~
~~Kohl’s Corporation~~		~~Target Corporation~~
~~Limited Brands, Inc.~~		~~YUM! Brands, Inc.~~
~~Lowe’s Companies, Inc.~~

Although the ECC uses peer group data to provide context for its own determinations, it does not target compensation or any element of compensation for our named executive officers by reference to any specified level at the peer group.

~~Compensation Design~~

~~Base Salary~~

Each of our named executive officers receives a base salary in cash during the fiscal year. Base salary contributes to our overall compensation approach by attracting and retaining talented individuals at a salary level that reflects the executive’s performance, experience and value in the marketplace.

~~Incentive Compensation~~

A significant portion of each named executive officer’s compensation is equity-based and cash incentive compensation granted under awards requiring an increase in the value of our stock or achievement of performance goals, at levels specified by the ECC, based on performance measures approved by our stockholders. Our equity-based and cash incentive compensation for our~~U.S.-based~~ ~~named executive officers in fiscal 2011 was intended to qualify for an exemption from the deduction limitation rules of Section 162(m).~~

The ECC does not apply a formula in determining the portion of total compensation payable in the form of cash incentive compensation, equity-based compensation or other benefits. Performance is certified by the ECC before any payments are made to our named executive officers under our cash incentive plans.

~~Short-Term Cash Incentives (MIP).~~ Our annual cash incentive awards are made under our Management Incentive Plan (MIP) and are designed to motivate our named executive officers and other key associates to achieve or exceed a performance target or targets for the fiscal year. Each MIP award has a target award opportunity based on achievement of this target. The amount of a MIP award is determined by measurement of actual performance against the performance target. If performance meets the performance target, participants receive their target MIP awards. If performance exceeds the performance target, participants are paid more than their target MIP awards based on the extent to which performance exceeds the performance targets (but not more than two times the target award, and not more than $5 million per award for any participant whose compensation is expected to be subject to the limits on deductibility under Section 162(m)). If performance does not meet the performance target, the MIP awards are not paid or are paid below their target awards, based on the extent to which performance falls below the performance targets. MIP performance targets, award opportunities and amounts payable at different levels of performance (including any objective factors, the occurrence of which would result in automatic adjustments to the targets) are pre-established by the ECC for the fiscal year. Performance results must be certified by the ECC, which has the authority to reduce but not increase the MIP awards to our named executive officers. The MIP and our long-range plan (LRPIP) described below both contain provisions for automatic adjustments to the targets upon the occurrence of certain significant financial events. As a result, under the terms of the MIP and the LRPIP, the performance targets for fiscal 2011 were automatically adjusted to exclude A.J. Wright for the fiscal 2011 MIP targets and the fiscal~~2009-2011,2010-2012~~ ~~and2011-2013~~ ~~LRPIP targets.~~

~~Long-Term Cash Incentives (LRPIP).~~ Our long-term cash incentive awards are made under our Long Range Performance Incentive Plan (LRPIP) and are designed to motivate our named executive officers and other key associates to achieve or exceed cumulative multi-year performance targets. Each LRPIP award has a target award opportunity based on achievement of these targets. Like the MIP, the amount of LRPIP awards is determined by measurement of actual performance against the pre-established performance targets. Performance at target levels results in payment of the target LRPIP awards. If performance exceeds the performance targets, participants are paid more than their target LRPIP awards based on the extent to which performance exceeds the performance targets (but, under the terms of the LRPIP, not more than 150% of the target award, subject to a maximum of $5 million per award for any participant whose compensation is expected to be subject to the limits on deductibility under Section 162(m)). If performance does not meet the performance targets, LRPIP awards are not paid or are paid below their target awards, based on the extent to which performance falls below the performance targets. LRPIP performance targets, award opportunities and amounts payable at different levels of performance (including any objective factors, the occurrence of which would result in automatic adjustments to the targets) are pre-established by the ECC for each performance cycle. Performance results must be certified by the ECC, which has the authority to reduce but not increase the LRPIP awards to our named executive officers.

~~Equity-Based Compensation.~~ Equity-based awards are made under our Stock Incentive Plan, or SIP. The ECC grants each stock option with an exercise price equal to the closing price of our common stock on the date of grant. Stock options do not deliver value unless the value of our stock appreciates and then only to the extent of such appreciation, thus linking the interests of our executive officers with those of our stockholders. Performance-based restricted stock awards vest only to the extent of achievement of the performance criteria provided for those awards. Both stock options and performance-based restricted stock awards also have service-based vesting conditions that provide important retention incentives.

~~Other Elements of Compensation~~

~~Retirement Benefits.~~ ~~All of ourU.S.-based~~ named executive officers participate in a broad-based pension plan for U.S. associates under which benefits are accrued based on compensation and service. They are also eligible to participate in our 401(k) plan. Because Mr. Sweetenham is a resident of the U.K., he participates in the retirement plan for U.K. associates under which participants may defer earnings and receive an employer match and invest their funds to purchase benefits at retirement. We also maintain a Supplemental Executive Retirement Plan, or SERP. Ms. Meyrowitz and Mr. Rossi participate in our primary SERP benefit program, and Mr. Herrman and Mr. Naylor participate in our alternative SERP benefit program.

~~Deferred Compensation.~~ ~~OurU.S.-based~~ named executive officers can defer compensation under our Executive Savings Plan, or ESP, an elective deferred compensation plan. Amounts deferred are notionally invested in mutual funds or other market investments. Participants in the ESP (other than those eligible for our primary SERP benefit) receive an employer match, subject to a vesting schedule, that is similarly notionally invested. Of our named executive officers in the U.S., Mr. Naylor and Mr. Herrman were eligible and elected to participate in the ESP and receive this match. In fiscal 2011, the ECC increased the ESP match, including the performance-based portion of the match, for Mr. Herrman and Mr. Naylor. The ECC also approved a similar performance-based deferred compensation benefit in the U.K. for Mr. Sweetenham. These performance-based benefits are provided only if performance under MIP for the relevant fiscal year produces a payout of at least 90% of the target corporate award opportunities.

Some of our named executive officers also have amounts previously deferred under our General Deferred Compensation Plan, or GDCP, now closed to new deferrals. Under this plan, deferrals are credited to an account that earns notional interest until distributed at an annually adjusted rate based on U.S. Treasury securities. Our deferred compensation plans for named executive officers are discussed below under “Nonqualified Deferred Compensation Plans.”

~~Perquisites.~~ In fiscal 2011, we provided a limited amount of perquisites and other personal benefits to our named executive officers, all of which are detailed in footnote 5 to the Summary Compensation Table below. These perquisites consisted of (i) an automobile benefit; (ii) financial and tax planning services; (iii) employer contributions or credits under our qualified and nonqualified savings plans; (iv) payment of life insurance premiums and (v) payment of legal fees associated with the negotiation of the employment agreement for Ms. Meyrowitz. None of these perquisites is grossed up for taxes. In addition, Mr. Sweetenham, a U.K. resident who worked in the U.S. for a portion of fiscal 2011, received a U.S. housing benefit which was grossed up for taxes. As Mr. Sweetenham’s responsibilities have been refocused on Europe, he no longer receives this housing benefit.

~~Fiscal 2011 Compensation~~

~~Fiscal 2011 MIP.~~ The fiscal 2011 MIP performance target for corporate associates, including our named executive officers, was the sum of target levels of pre-tax income for each of our divisions, excluding capitalized inventory, results of~~start-up~~ businesses, and intercompany, imputed, direct and fixture interest income and expense (“adjusted pre-tax income”). The corporate MIP performance target was derived from our Board-approved business plans for these divisions and was used to derive the performance we projected publicly at the beginning of the year. As a result, in setting the target, the ECC believed that the corporate MIP target was challenging but reasonably achievable.

For fiscal 2011, the target MIP award opportunities (as a percentage of base salary) were 100% for Ms. Meyrowitz, 65% for Mr. Herrman, 55% for Mr. Naylor and Mr. Sweetenham and 50% for Mr. Rossi. The potential payout of these award opportunities ranged between 0% to 200% for performance ranging from 80%

~~to 114.3% and above of the corporate performance target. Except for Mr. Sweetenham, the MIP awards for fiscal 2011 were earned as follows:~~

~~Fiscal 2011 MIP Results~~

Adjusted Pre-Tax

Income Performance
Actual Adjusted
Amount Above
% of
MIP Award Payout
Target Pre-Tax Income Target Target Percentage

$2,303,037,494 $2,480,594,855 $177,557,361 107.7% 153.97%
Although all of the named executive officers were granted a corporate MIP award opportunity for fiscal 2011, Mr. Sweetenham, who oversees TJX Europe, requested that he receive no MIP payout for fiscal 2011 because TJX Europe employees received no divisional MIP payout due to divisional performance of TJX Europe. Accordingly, the ECC did not award Mr. Sweetenham any MIP payout for fiscal 2011, although the ECC determined that, for purposes of his performance-based deferred compensation benefit, Mr. Sweetenham should be treated as having received the corporate MIP award.
~~Completion of Fiscal2009-2011~~ ~~LRPIP Award Cycle.~~ ~~Fiscal 2011 completed the performance cycle for the fiscal2009-2011~~ LRPIP awards. These award opportunities were based on cumulative targets for adjusted pre-tax income (which included intercompany, imputed, direct and fixture interest income and expense) for each of our divisions for the three fiscal years. The divisional portions of the award were determined by comparing actual divisional performance for the cycle to the divisional targets and adjusting the resulting divisional payout percentage according to pre-established weightings. (The weightings make performance at the smaller divisions more meaningful to the LRPIP award and are intended to promote focus on their performance.) The resulting divisional percentages were added together to determine the overall award percentage. The LRPIP divisional performance targets for fiscal~~2009-2011~~ were derived from our Board-approved divisional business plans for the fiscal years at the time of grant and were used to derive the performance we projected publicly at the beginning of fiscal 2009. As a result, in setting the targets, the ECC believed that they were challenging but reasonably achievable.
~~For the fiscal2009-2011~~ LRPIP cycle, our named executive officers’ target award opportunities were: Ms. Meyrowitz, $1.4 million, Mr. Herrman, Mr. Naylor and Mr. Sweetenham, $700,000, and Mr. Rossi, $375,000. Their actual awards for this cycle shown in the Summary Compensation Table were earned on the following basis:
~~Fiscal2009-2011~~ ~~LRPIP Results~~

Cumulative
Cumulative

3-Year Adjusted
3-Year
Unweighted
Weighted
Fiscal 2009-2011
Pre-Tax Income
Actual Adjusted
Contribution to
Contribution to
Division (Amounts in 000’s)
Performance Target Pre-Tax Income Target Award Target Award

In the US:

Marmaxx $ 4,431,575 $ 5,225,175 126.87 % 86.80 %
HomeGoods $ 325,775 $ 365,771 118.42 % 12.47 %
TJX Canada C$ 914,694 C$ 963,623 108.03 % 11.37 %
TJX Europe £ 285,346 £ 293,462 104.26 % 10.97 %
Total LRPIP Award: 121.61%
~~Mr. Sweetenham’s target award opportunities for the fiscal2009-2011~~ ~~and fiscal2010-2012~~ ~~cycles were adjusted by the ECC to the same level as those for Mr. Herrman and Mr. Naylor.~~
~~Satisfaction of Performance-Based Vesting Conditions for Restricted Stock Awards.~~ ~~Each named executive officer held performance-based restricted stock awards with performance-based vesting criteria that were satisfied based on fiscal 2011 MIP performance or fiscal2009-2011~~ ~~LRPIP performance in 2011.~~
• Certain of these awards held by the named executive officers, including all of these awards held by Ms. Meyrowitz, fully vested upon ECC certification of achievement of a fiscal 2011 MIP payout of 154% of the corporate MIP target awards (as discussed under “Fiscal 2011 MIP” above). The performance condition for full vesting of these awards was achievement of a payout of not less than

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		~~67% of the corporate MIP target awards, which required us to achieve 93% of the adjusted pre-tax income reflected in the fiscal 2011 plan.~~


	•	~~The other such awards held by our other named executive officers contained performance-based vesting conditions that were satisfied due to achievement of a payout of 122% of the fiscal2009-2011~~ ~~LRPIP target awards (as discussed under “Completion of Fiscal2009-2011~~ ~~LRPIP Award Cycle” above). The performance condition for full vesting of these awards was achievement of a payout of not less than 67% of the fiscal2009-2011~~ ~~LRPIP target awards, which, as a result of the weighting of the smaller divisions, required us to achieve 78% of the cumulative adjusted pre-tax income reflected in the fiscal2009-2011~~ ~~plan (assuming that each division performed at the same level against its target performance). These awards remain subject to service-based vesting conditions following the close of fiscal 2011.~~

~~Grant of Fiscal2011-2013~~ ~~LRPIP Award Opportunities.~~ ~~The LRPIP target award opportunities for the fiscal2011-2013~~ cycle for our named executive officers are: Ms. Meyrowitz, $1,405,000; Mr. Herrman, $850,000; Mr. Naylor and Mr. Sweetenham, $700,000; and Mr. Rossi, $375,000. The minimum level for any payout is 33.33% of the performance targets, and the maximum payout level is 133.33% of the performance target.

~~Grant of Stock Options in Fiscal 2011.~~ ~~The ECC determined the number of stock options granted to our named executive officers and other associates in September 2010 by setting a fixed dollar value by executiveand/or~~ position and dividing this value by the stock price on the grant date. All options were granted with an exercise price equal to the closing stock price on the New York Stock Exchange on the grant date, and in general, have a maximum term of ten years, vest over three years and, to the extent vested, are exercisable for a limited period following termination of employment.

~~Allocation of Performance-Based Restricted Stock Awards to Years of Intended Compensation.~~ Under SEC rules, the entire value of a performance-based restricted stock award is shown in the Summary Compensation Table in the year of grant. As a result, some of the equity compensation of our named executive officers shown in the Summary Compensation Table for a particular year reflects awards intended by the ECC to compensate the executives for service and performance in different years.

As a result, in determining the performance-based restricted stock component of Ms. Meyrowitz’s compensation for fiscal 2011, the ECC and its independent compensation consultant considered $4,954,750 of performance-based restricted stock rather than $12,559,150 shown in the Summary Compensation Table. Most of Ms. Meyrowitz’s performance-based restricted stock awards included in the Summary Compensation Table for fiscal 2011 are intended by the ECC to compensate Ms. Meyrowitz for future fiscal years, with vesting conditions requiring service and performance in those future fiscal years, while a performance-based restricted stock award included in the Summary Compensation Table for fiscal 2010 related to fiscal 2011 compensation, with vesting conditions requiring service and performance in fiscal 2011. The following table shows Ms Meyrowitz’s performance-based restricted stock awards allocated to the year for which service and performance are required:

~~Performance-Based Restricted Stock Awards~~

Award Requires Service and
Award Shown in
Amount(1)
Performance in:
Compensation for:

$ 3,846,000 Fiscal 2011 Fiscal 2010
$ 1,108,750 Fiscal 2011 Fiscal 2011
$ 4,954,750 Fiscal 2011 Total
$ 5,725,200 Fiscal 2012 Fiscal 2011
$ 5,725,200 Fiscal 2013 Fiscal 2011
~~(1)~~ ~~Represents the grant date fair value included under Stock Awards in the Summary Compensation Table.~~
~~Related Policies and Considerations~~
~~Employment Agreements.~~ Our named executive officers are parties to individual employment agreements that set their terms of employment, including compensation and benefits, as well as certain termination and change of control provisions discussed below under “Severance and Change of Control Provisions.” Under the

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agreements, each named executive officer is entitled to a minimum level of base salary. Our named executive officers are also entitled under their agreements to continue to be eligible to participate in specified benefit programs, including SIP, MIP and LRPIP, at levels commensurate with their positions and responsibilities and subject to the terms established by the ECC.

In January 2011, we entered into new employment agreements with Ms. Meyrowitz, Chief Executive Officer, Mr. Herrman, President, and Jeffrey G. Naylor, Senior Executive Vice President, Chief Financial and Administrative Officer, that replaced each named executive officer’s then-existing employment agreement with TJX. Each new or amended agreement was effective on January 30, 2011 and, unless earlier terminated in accordance with its terms, continues until February 2, 2013 for Ms. Meyrowitz and Mr. Herrman and until February 1, 2014 for Mr. Naylor. The ECC negotiated the new employment agreement with Ms. Meyrowitz, and was advised by PM&P with respect to the terms of each new or amended agreement. In setting the level of compensation for Ms. Meyrowitz, the ECC took into account the understanding, reflected in the new agreement, that during the term of her agreement Ms. Meyrowitz will be able to delegate more of her~~day-to-day~~ responsibilities and reduce her overall time commitment while retaining responsibility for all executive functions associated with her role as Chief Executive Officer. The new or amended agreements provide for a minimum annual base salary of $1,320,000 for Ms. Meyrowitz, $1,100,000 for Mr. Herrman and $790,000 for Mr. Naylor. Ms. Meyrowitz’s agreement provides for new MIP awards with a target of at least 150% of her base salary and new LRPIP awards with a target of at least 100% of her base salary, and adjusted her existing target awards for open LRPIP cycles to reflect her base salary. The agreements also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans, including, for Ms. Meyrowitz, specified interest rate assumptions for determining her primary benefit under SERP if more favorable than existing plan terms.

~~Severance and Change of Control Provisions.~~ During fiscal 2011, the employment agreements for each of our named executive officers provided severance terms, including in connection with a change of control, and non-competition and non-solicitation undertakings. Provisions of these agreements relating to termination and change of control, and related provisions of our deferred compensation plans and equity awards granted under our SIP, are summarized below under “Potential Payments upon Termination or Change of Control.” We provided these terms because we believe that it is important to define the relative obligations of TJX and our named executive officers, including obtaining protection against competition and solicitation, and that severance and change of control protections assist in attracting and retaining high quality executives and in keeping them focused on their responsibilities during any period in which a change of control may be contemplated or pending. The severance and change of control provisions in new and amended employment agreements that became effective in fiscal 2012, as summarized below, seek to achieve these objectives consistent with our shareholder-friendly pay practices, taking into account contractual obligations and current market practice, among other considerations.

~~Stock Ownership Guidelines.~~ We have stock ownership guidelines that apply to all of our executive officers, which are summarized in more detail above under “Stock Ownership Guidelines” in the “Corporate Governance” section. These guidelines are designed to align our executives’ interests with those of our stockholders and to encourage a long-term focus. Also, our policies prohibit our executives from engaging in hedging transactions with respect to TJX stock. Each of our named executive officers is in compliance with our stock ownership guidelines and policies.

~~Tax and Accounting Considerations.~~ We generally structure U.S. incentive compensation arrangements to qualify as performance-based compensation exempt from the deduction limitations under Section 162(m), but we view the availability of a tax deduction as only one relevant consideration. We continue to emphasize performance-based compensation for executives and thus generally minimize the effect of Section 162(m). However, the ECC believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the ECC authorizes compensation in excess of $1 million that is not exempt from the deduction limitations under Section 162(m).

~~Equity Grant Practices.~~ All of our equity awards are made under our stockholder-approved SIP. Virtually all of our stock options and other equity-based awards are granted at regularly scheduled ECC meetings held on approximately the same dates each year. The specific dates of the meetings are set by the

Board, along with its determination of all regularly scheduled Board and committee meetings, generally about two years in advance. In limited circumstances, typically at regularly scheduled ECC meetings and in connection with new hires or promotions, the ECC approves or grants stock options and stock awards at other times during the year. The ECC does not have any programs, plans or practices of timing these equity grants in coordination with the release of material non-public information. The exercise price of each stock option grant is the closing stock price on the New York Stock Exchange on the grant date. The SIP prohibits, without stockholder approval, any repricing requiring stockholder approval under applicable NYSE rules.

Compensation Program Risk ~~Assessment~~

Assessment.As part of our regular enterprise risk assessment process overseen by the Board and described above, ~~under “Corporate Governance — Board’s Role in Risk Oversight,” TJX reviews~~we review the risks associated with ~~its~~our compensation plans and arrangements. In fiscal ~~2011,~~2014, the ECC reviewed TJX’s employee compensation policies and practices and determined that they do not give rise to risks that are reasonably likely to have a material adverse effect on TJX. The ECC’s assessment considered (a) what risks could be created or encouraged by our executive and broad-based compensation plans and arrangements worldwide, (b) how those potential risks are monitored, mitigated and managed and (c) whether those potential risks are reasonably likely to have a material adverse effect on TJX. The assessment was led by our Chief Compliance Officer and Director of Enterprise Risk, whose responsibilities include leadership of our enterprise risk management process, and included consultation with and input by, among others, executive officers, senior human resources and financial executives, the ECC’s independent compensation consultant and internal and external legal counsel.

This process included:

a review of our compensation programs and practices, including our historical compensation practices;

analysis of programs or program features and practices that could potentially encourage excessive or unreasonable risk-taking of a material nature;

a review of business risks that these program features could potentially encourage;

identification of factors that mitigate risks to the business and incentives for executives to take excessive risk, including, among others, a review of compensation design and elements of the compensation programs; the balance among these program elements; role of compensation consultants and other


	•	~~a review of our compensation programs and practices, including our historical compensation practices;~~

	•	~~analysis of programs or program features and practices that could potentially encourage excessive or unreasonable risk-taking of a material nature;~~

	•	~~a review of business risks that these program features could potentially encourage;~~

	•	identification of factors that mitigate risks to the business and incentives for executives to take excessive risk, including, among others, a review of compensation design and elements of the compensation programs, role of compensation consultants and other advisors, advisors; authority and discretion of the Board, the ECC and other Board committees in ~~compensation,~~compensation; controls and ~~procedures,~~procedures; program and cultural elements and potential for individual or group influences; and

consideration of the balance of potential risks and rewards related to our compensation programs and its role in implementation of our corporate strategy.

Codes of Conduct and Ethics and Other Policies

Global Code of Conduct for Associates. We have a Global Code of Conduct for our Associates that requires our Associates to conduct our business with integrity. Our Global Code of Conduct covers professional conduct, including employment policies, ethical business dealings, conflicts of interest, confidentiality, intellectual property rights and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. We have a Code of Conduct helpline to allow Associates to voice their concerns. We also have procedures for Associates to report complaints regarding accounting and auditing matters. Information about the helpline and reporting procedures are available on our website, www.tjx.com.

Code of Ethics for TJX Executives and Director Code of Business Conduct and Ethics. We have a Code of Ethics for TJX Executives governing our Chairman, Chief Executive Officer, President, Chief Financial Officer and other senior operating, financial and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in our financial reports and public disclosures. We also have a Director Code of Business Conduct and Ethics that promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the Director Code of Business Conduct and Ethics within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC.

Stock Ownership Guidelines for Directors and Executives. Our Corporate Governance Principles provide that a director is expected to acquire initially at least $10,000 of our common stock outright and to attain stock ownership with a fair market value equal to at least five times the annual retainer paid to the directors within five years of initial election to the Board. As described further in the Compensation Discussion and Analysis section, our Chief Executive Officer is expected to attain stock ownership with a fair market value equal to at least five times annual base compensation and our President, our Chief Financial Officer and each Senior Executive Vice President is expected to attain stock ownership with a fair market value of at least three times annual base compensation. At age 62, such ownership guidelines are reduced by fifty percent.

Board Annual Performance Reviews. We have a comprehensive review process for evaluating the performance of our Board and our directors. Our Corporate Governance Committee oversees the annual performance evaluation of the entire Board, our Chairman, our Lead Director, each of our committees and its chair, and each of our individual directors.

Environmental Sustainability. As part of our continued commitment to corporate responsibility, TJX has long pursued initiatives that are good for the environment as well as our profitability. We believe in the value of environmentally sound business practices throughout our operations, including energy and water conservation as well as recycling and waste reduction efforts. We have discussed our programs with stockholder groups over the years and understand the importance of strong, sustainable business practices to our business, stockholders, Associates, customers and communities. Our corporate social responsibility report, which highlights efforts we have made in these initiatives, is available on our website, www.tjx.com, in the Corporate Responsibility section.

Online Availability of Information. The current versions of our Corporate Governance Principles, Global Code of Conduct, Code of Ethics for TJX Executives, Director Code of Business Conduct and Ethics, and

charters for our Audit, Corporate Governance, Executive, Executive Compensation and Finance Committees are available on our website, www.tjx.com in the Corporate Responsibility: Attention to Governance section. Information appearing on www.tjx.com is not a part of, and is not incorporated by reference in, this Proxy Statement.

Communications with the Board

Security holders and other interested parties may communicate directly with the Board, the non-management directors or the independent directors as a group, specified individual directors or the Lead Director by writing to such individual or group c/o Office of the Secretary, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board. Stockholders and others can communicate complaints regarding accounting, internal accounting controls or auditing matters by writing to the Audit Committee, c/o Corporate Internal Audit Director, The TJX Companies, Inc., 770 Cochituate Road, Framingham, Massachusetts 01701.

Transactions with Related Persons

Under the Corporate Governance Committee’s charter, the Committee is responsible for reviewing and approving or ratifying any transaction in which TJX is a participant and any of our directors, director nominees, executive officers, 5% stockholders and their immediate family members is a participant and has a direct or indirect material interest as provided under SEC rules. In the course of reviewing potential related person transactions, the Corporate Governance Committee considers the nature of the related person’s interest in the transaction; the presence of standard prices, rates or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for TJX entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and any other factors the Committee may deem relevant. Our General Counsel’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Corporate Governance Committee. During fiscal 2014, Charles Bairos, brother-in-law of Ms. Meyrowitz, our CEO, and Barbara House, sister-in-law of Mr. Sherr, an executive officer, were employed by TJX. They received compensation from us, consistent with other Associates at their respective levels and responsibilities, totaling approximately $172,145 and $131,384, respectively, for fiscal 2014, including salary and incentive compensation. They each also participated in company benefit plans generally available to similarly situated Associates. Lisa Cammarata, daughter of Mr. Cammarata, our Chairman, is an executive and an owner of one of the vendors from which TJX acquires merchandise from time to time. Since the beginning of fiscal 2014, TJX purchased approximately $5.6 million in merchandise from that vendor. Our Corporate Governance Committee discussed and approved these transactions, consistent with our review process described above.

Audit Committee Report

The Audit Committee operates in accordance with a written charter adopted by the Board and reviewed annually by the Committee. We are responsible for overseeing the quality and integrity of TJX’s accounting, auditing and financial reporting practices. The Audit Committee is composed solely of members who are independent, as defined by the NYSE and TJX’s Corporate Governance Principles. Further, the Board has determined that two of our members (Mr. Hines and Ms. Lane) are audit committee financial experts as defined by the rules of the SEC.

We met 10 times during fiscal 2014, including four meetings held with TJX’s Chief Financial Officer, Corporate Controller, Corporate Internal Audit and PricewaterhouseCoopers LLP, or PwC, TJX’s independent registered public accounting firm, prior to the public release of TJX’s quarterly and annual earnings announcements in order to discuss the financial information contained in the announcements. Management has

the responsibility for the preparation of TJX’s financial statements, and PwC has the responsibility for the audit of those statements.

We took numerous actions to discharge our oversight responsibility with respect to the audit process. We reviewed and discussed the audited financial statements of TJX as of and for fiscal 2014 with management and PwC. We received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent accountant’s communications with the audit committee concerning independence and the potential effects of any disclosed relationships on PwC’s independence and discussed with PwC its independence. We discussed with management, the internal auditors and PwC, TJX’s internal control over financial reporting and management’s assessment of the effectiveness of internal control over financial reporting and the internal audit function’s organization, responsibilities, budget and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope and identification of audit risks.

We reviewed and discussed with PwC communications required by the Standards of the PCAOB (United States), as described in PCAOB Auditing Standard 16, “Communication with Audit Committees,” and, with and without management present, discussed and reviewed the results of PwC’s examination of TJX’s financial statements. We also discussed the results of the internal audit examinations with and without management present.

Based on these reviews and discussions with management and PwC, we recommended to the Board that TJX’s audited financial statements be included in its Annual Report on Form 10-K for fiscal 2014 for filing with the SEC. We also have selected PwC as the independent registered public accounting firm for fiscal 2015, subject to ratification by TJX’s stockholders.

Audit Committee

Michael F. Hines,Chair

José B. Alvarez

David T. Ching

Amy B. Lane

Auditor Fees

The aggregate fees that TJX paid for professional services rendered by PwC for fiscal 2014 and fiscal 2013 were:


In thousands	2014		2013
Audit	$	5,482	$	5,106
Audit Related		403		398
Tax		495		258
All Other		227		197

Total	$	6,607	$	5,959

Audit fees were for professional services rendered for the audits of TJX’s consolidated financial statements including financial statement schedules and statutory and subsidiary audits, assistance with review of documents filed with the SEC, and opinions on the effectiveness of internal control over financial reporting with respect to fiscal 2014 and fiscal 2013.

Audit related fees were for services related to consultations concerning financial accounting and reporting standards and employee benefit plan and medical claims audits.

Tax fees were for services related to tax compliance, planning and advice, including assistance with tax audits and appeals, tax services for employee benefit plans, and requests for rulings and technical advice from tax authorities.

All other fees were for services related to training for TJX’s internal audit department and advisory services in our on-going development of TJX’s conflict minerals program in compliance with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in fiscal 2014 and training for TJX’s internal audit department and services related to TJX’s acquisition of Sierra Trading Post in fiscal 2013.

The Audit Committee of the Board pre-approves all audit services and all permitted non-audit services by PwC, including engagement fees and terms. The Audit Committee has delegated the authority to take such action between meetings to the Audit Committee chair, who reports the decisions made to the full Audit Committee at its next scheduled meeting.

Our policies prohibit TJX from engaging PwC to provide any services relating to bookkeeping or other services related to accounting records or financial statements, financial information system design and implementation, appraisal or valuation services, fairness opinions or contribution-in-kind reports, actuarial services, internal audit outsourcing, any management function, legal services or expert services not related to the audit, broker-dealer, investment adviser, or investment banking services or human resource consulting. In addition, the Audit Committee evaluates whether TJX’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence. The Audit Committee concluded that PwC’s provision of non-audit services, which were approved in advance, was compatible with their independence.

Beneficial Ownership

The following table shows, as of April 14, 2014, the number of shares of our common stock beneficially owned by each director, director nominee and executive officer named in the Summary Compensation Table and all directors and executive officers as a group.


Name	Number of Shares(1)
Zein Abdalla		11,508
José B. Alvarez		35,308
Alan M. Bennett		38,608
Bernard Cammarata(2)		2,912,474
David T. Ching		38,366
Scott Goldenberg		85,605
Ernie Herrman		719,528
Michael F. Hines		46,819
Amy B. Lane		54,894
Dawn Lepore		3,051
Michael MacMillan		70,000
Carol Meyrowitz		931,234
John F. O’Brien		107,020
Richard Sherr		115,000
Willow B. Shire		91,471
All Directors and Executive Officers as a Group (17 Persons)(3)		5,622,172

The total number of shares beneficially owned by each individual and by the group above constitutes, in each case, less than 1% of the outstanding shares. Reflects sole voting and investment power except as indicated in footnotes below.

(1)	Shares listed:

Include vested deferred shares (and estimated deferred shares for accumulated dividends) held by the following directors: Mr. Abdalla 3,648; Mr. Alvarez 33,190; Mr. Bennett 33,190; Mr. Ching 22,216; Mr. Hines 35,401; Ms. Lane 31,600; Ms. Lepore 1,418; Mr. O’Brien 49,312; Ms. Shire 49,489; and all directors and executive officers as a group 259,464. Shares include 1,418 estimated deferred shares (and estimated deferred shares for accumulated dividends) that vest within 60 days of April 14, 2014 held by each of Mr. Abdalla, Mr. Alvarez, Mr. Bennett, Mr. Ching, Mr. Hines, Ms. Lane, Ms. Lepore, Mr. O’Brien and Ms. Shire and 12,762 held by all directors and executive officers as a group.

Include shares of common stock that the following persons had the right to acquire on April 14, 2014 or within 60 days thereafter through the exercise of options: Mr. Goldenberg 5,167; Mr. Herrman 194,528; Ms. Lane 8,500; Ms. Meyrowitz 273,493; Ms. Shire 24,000; and all directors and executive officers as a group 583,769.

Include performance-based restricted shares that were subject to forfeiture restrictions as of April 14, 2014: Mr. Goldenberg 71,000; Mr. Herrman 525,000; Mr. MacMillan 70,000; Ms. Meyrowitz 240,000; Mr. Sherr 115,000; and all directors and executive officers as a group 1,204,000. Shares listed do not include unvested performance-based deferred stock awards not scheduled to vest within 60 days of April 14, 2014.

(2)	Includes 166,694 shares owned by a charitable foundation of which Mr. Cammarata is a trustee and 328,445 shares held in family trusts of which Mr. Cammarata is a trustee. Does not include 3,216 shares owned by Mr. Cammarata’s spouse as to which Mr. Cammarata disclaims beneficial ownership.

(3)	Includes 16,000 shares owned jointly and over which an executive officer and spouse share voting and dispositive power.

The following table shows, as of April 14, 2014, each person known by us to be the beneficial owner of 5% or more of our outstanding common stock:


Name and Address of Beneficial Owner	Number of Shares		Percentage of Class Outstanding
FMR LLC(1)		81,776,919		11.5	%
245 Summer Street
Boston, MA 02210

The Vanguard Group(2)		39,545,754		5.6	%
100 Vanguard Blvd.
Malvern, PA 19355

BlackRock, Inc.(3)		36,185,071		5.1	%
40 East 52nd Street
New York, NY 10022

(1)	Amounts above based on ownership of FMR LLC at December 31, 2013 as indicated in its Schedule 13G/A filed with the SEC on February 14, 2014, which reflected sole voting power with respect to 5,382,419 of the shares and sole dispositive power with respect to 81,776,919 shares.

(2)	Amounts above based on ownership of The Vanguard Group at December 31, 2013 as indicated in its Schedule 13G/A filed with the SEC on February 12, 2014, which reflected sole voting power with respect to

1,164,656 of the shares, sole dispositive power with respect to 38,458,346 shares and shared dispositive power over 1,087,408 shares.

(3)

Amounts above based on ownership of BlackRock, Inc. and certain subsidiaries at December 31, 2013 as indicated in its Schedule 13G/A filed with the SEC on February 4, 2014, which reflected sole voting with respect to 29,306,789 shares, shared voting power with respect to 52,167 shares, sole dispositive power with respect to 36,132,904 shares and shared dispositive power with respect to 52,167 of the shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers to file reports of holdings and transactions in our common stock with the SEC and the NYSE. To facilitate compliance, we have undertaken the responsibility to prepare and file these reports on behalf of our officers and directors. Based on our records and other information, all reports were timely filed, other than a delay in filing a Form 4 to report transfers of shares for equivalent value to Mr. Cammarata from three family trusts.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

TJX is the leading off-price apparel and home fashions retailer in the United States and worldwide. Our management has led very strong performance at TJX through weak and strong economies. We believe our compensation program is critical to motivating our management to achieve our business goals and that a key component to our success is maintaining the ability to engage and develop new and existing talent to execute our business model and long-term, global strategy.

To explain our program and to provide context for our named executive officers’ compensation, we begin with a brief executive summary with highlights of our strong fiscal 2014 performance and an overview of key principles and elements of our compensation program. We then describe our process for making compensation decisions and detail specific elements of our compensation program and the fiscal 2014 compensation of our named executive officers. Our named executive officers for fiscal 2014 were Carol Meyrowitz, Chief Executive Officer; Ernie Herrman, President; Michael MacMillan, Senior Executive Vice President, Group President, TJX Europe; Richard Sherr, Senior Executive Vice President, Group President, Marmaxx; and Scott Goldenberg, Executive Vice President, Chief Financial Officer.

Executive Summary

TJX Performance Highlights

Fiscal 2014 was another successful year for TJX, reflecting our management’s strong execution of our business model.

We reached more than $27 billion in net sales, about 6% more than last year (a 53-week year).

Our total stockholder return was 28% for fiscal 2014, on top of 36% for the year before.

Our market capitalization continued to grow, from $32.8 billion in fiscal 2013 to $40.4 billion at the end of fiscal 2014.

TJX Market Capitalization FY10 - FY14

LOGO

With this year’s performance, our three- and five-year compound annual growth rate for shareholder return exceeded the performance of the general market (S&P 500) and our industry index (Dow Jones U.S. Apparel Retailers Index). In the same periods our adjusted earnings per share surpassed that of our peer group members discussed in this Compensation Discussion and Analysis.


Total Stockholder Return Growth Rates		Adjusted EPS Growth Rates*

Adjusted earnings per share (EPS) of TJX and several of the peer group members exclude from diluted EPS from continuing operations computed in accordance with U.S. generally accepted accounting principles (GAAP) the positive and negative effects of items that affect comparability between periods. Peer group average includes only those companies with positive adjusted EPS in the most recent fiscal year or comparable period. Our fiscal 2009 adjusted EPS of $0.96 does not include an estimated $0.04 per share benefit from the 53rd week, $0.01 per share benefit from tax adjustments and $0.02 per share benefit for a reduction in Computer Intrusion related costs from GAAP EPS of $1.04. Our fiscal 2011 adjusted EPS of $1.75 does not include the negative impact of $0.11 per share from operating losses and closing costs of A.J. Wright stores and $0.01 per share benefit for a reduction for Computer Intrusion related costs from GAAP EPS of $1.65. Our fiscal 2012 adjusted EPS of $1.99 excludes the negative impact of $0.06 per share from the A.J. Wright consolidation from GAAP EPS of $1.93. Our fiscal 2013 adjusted EPS of $2.47 excludes an estimated $0.08 per share benefit from the 53rd week from GAAP EPS of $2.55. Our fiscal 2014 adjusted EPS of $2.83 excludes an $0.11 per share tax benefit from GAAP EPS of $2.94. Fiscal 2010 was not adjusted. All share and share-based numbers in this proxy statement reflect the two-for-one stock split effected in February 2012.

Compensation for fiscal 2014 reflects our strong performance.

Our fiscal 2014 performance exceeded our targets under our annual cash incentive plan (MIP), resulting in above target payouts for our named executive officers (137.65% payout of corporate, 150.36% of TJX Europe and 134.61% of Marmaxx target awards).

Our company-wide performance for the cumulative fiscal 2012-2014 cycle exceeded our target performance under our long-term cash incentive plan (LRPIP), resulting in a 119.57% payout of target awards for our named executive officers.

We satisfied all of the performance-based vesting conditions ending in fiscal 2014 for performance-based restricted stock and deferred stock awards (performance-based stock awards) held by our named executive officers.

Our CEO’s compensation continued to be correlated with our strong performance:

LOGO

Total compensation for each fiscal year consists of base salary, annual and long-term cash incentives with performance periods ending in that fiscal year, stock options valued at grant date and performance-based stock awards valued at grant date and allocated to the year of the related performance and service (see “Reporting of Performance-based Stock Awards” below). Reconciliations of adjusted EPS are included in the note to the charts above.

Key Principles

Our program is designed to be balanced, transparent and aligned with our business goals.

Our program is heavily weighted to at-risk incentive compensation with payout based on performance.

We seek to maintain shareholder-friendly pay practices and to align the interest of our Associates and shareholders.

TJX Program Highlights

Our short- and long-term cash incentive compensation is tied directly to achievement of objective, Board-approved performance metrics based on core business goals.

Incentive plan payouts for our named executive officers can be decreased but not increased and are subject to limits on maximum payout.

Our stock awards for named executive officers have performance-based vesting conditions; none are solely time-based.

Our executive officers are subject to and are in compliance with published stock ownership guidelines.

Our named executive officers receive limited perquisites, quantified in the Summary Compensation Table.

We do not provide tax gross-ups on regular compensation or golden parachute tax gross-ups (although we provide tax assistance under our global mobility program).

Severance benefits are payable to our named executive officers following a change of control only upon involuntary termination of employment or termination by the executive for “good reason.”

TJX Program Overview

The table below describes the key elements of our compensation program for our named executive officers. All of these elements are intended to help us attract and retain talented individuals, in addition to the more specific objectives summarized below.


Element		Objectives		Form
Salary		•	Provide a base level of compensation that reflects individual responsibilities	Cash
		•	Recognize individual performance and achievement
Annual Cash Incentives (MIP)		•	Incentivize performance to reach or exceed our short-term, annual financial objectives, primarily within each business division	Cash
		•	Reward achievement of financial goals for the current fiscal year, on a divisional or company-wide basis
	•	~~consideration~~ •	Balance our long-term performance goals
Long-Term Cash Incentives (LRPIP)		•	Incentivize performance to achieve our long-term financial objectives and foster teamwork across the company	Cash
		•	Reward company-wide achievement of multi-year financial goals (typically over three fiscal years)
		•	Balance our short-term performance goals
		•	Provide longer-term retention incentives
Equity Incentives (Options and Performance-based Stock Awards)		• •	Reward corporate performance reflected in stock performance Provide longer-term retention incentives	Equity
Health, Retirement and Other Benefits		•	Provide health and welfare, deferred compensation and retirement benefits, as well as limited perquisites, to further support our competitive position and promote retention	Other
		•	Provide relocation-related benefits, including tax equalization, to facilitate deployment of our Associates in global service	Other

Variable, performance-based compensation constituted a significant portion of target compensation for our named executive officers in fiscal 2014, as shown below.

Fiscal 2014 Executive Target Compensation Elements*

LOGO

Other NEO average includes all named executive officers other than the CEO. Target compensation consists of annual salary, target cash incentive awards under fiscal 2014 MIP and fiscal 2012-2014 LRPIP (performance periods ending in fiscal 2014), performance-based stock awards with performance periods ending in fiscal 2014 (valued at grant date fair value) and fiscal 2014 option awards (valued at grant date fair value).

Shareholder Response

Our stockholders have shown strong approval of our executive compensation program. Holders of more than 97% of the shares voting on the proposal approved our advisory “say on pay” proposal at each of our last three annual meetings of stockholders, with more than 98% approving the program last year. The ECC believes that these results reflect our stockholders’ support for our approach to executive compensation, including the focus on incentive components linked to our performance, and has been mindful of this continued stockholder support when acting on compensation matters.

How Compensation Decisions Are Made

The ECC, an independent committee of our Board of Directors, is responsible for compensation design and for approving compensation for our executive officers. The ECC has used the same principle of compensation design for many years: establish a program of total compensation competitive with our peers, heavily weighted toward objective, performance-based incentives. In determining the overall level of executive compensation and establishing the design and mix of its specific elements, the ECC considers various quantitative and qualitative factors, such as company and divisional performance, individual executive’s performance and responsibilities, market data and peer practices, retention and succession planning, contractual obligations, its experience with existing compensation programs, results of our advisory votes on executive compensation, the limitation on income tax deductions imposed by Section 162(m) of the Internal Revenue Code (Section 162(m)), and other matters such as recruitment, promotions, organizational changes, relocations and transitional roles.

The ECC acts throughout the year on executive compensation matters and to address any special actions in connection with management changes; employment agreements; retirement plans, deferred compensation and other benefits; and other ECC charter responsibilities. The ECC typically reviews and approves elements of compensation for our named executive officers on the annual schedule below:


By the beginning of the ~~balance~~fiscal year		• Review and approve peer group for new fiscal year
By the end of ~~potential risks~~April		• Establish award opportunities and ~~rewards~~goals for new MIP and LRPIP performance periods • Grant performance-based stock awards • Approve salary adjustments
September		• Grant stock options
After the fiscal year end		• Certify performance results for completed performance cycles (for MIP, LRPIP and performance-based stock awards)

The ECC consults with and reviews data from a compensation consultant to assess the overall competitiveness of our executives’ individual compensation and our compensation program overall and to determine appropriate levels and mix of individual compensation components, as discussed further below under “Compensation Consultant.”

Our executive officers play a limited role in determining executive compensation. Our CEO provides an annual self-assessment to the Corporate Governance Committee and makes recommendations to the ECC regarding compensation of our other named executive officers. These recommendations are based on annual performance reviews completed by the executive to whom each executive directly reports. In addition, the ECC receives a review of the performance of our CEO for the year, including her achievement of performance objectives set by the Corporate Governance Committee (which does not make compensation recommendations). The ECC considers these performance reviews and recommendations, among other factors, in establishing base salaries, cash incentive opportunities and equity grants for our executive officers. More generally, executive officers participate in our strategic planning process and recommend to the Board for its review and approval the annual and multi-year business plans for TJX and its divisions. These Board-approved plans are the basis for the short- and long-term incentive performance targets and the stock award performance criteria, which are approved by the ECC. The ECC regularly meets in executive session and invites executive officers to attend other portions of its meetings.

Compensation Consultant

The ECC has the authority, without Board or management approval, to retain and terminate compensation consultants and advisors and to determine their fees and terms of engagement. The ECC engaged Pearl Meyer & Partners, LLC, or PM&P, to serve as the independent compensation consultant to the ECC for fiscal 2014. PM&P provided industry, peer and market data and advised the ECC on a variety of matters, including the design and competitive positioning of base salary, annual bonus and long-term cash and equity incentives for our named executive officers and other senior management, the establishment and evaluation of a compensation peer group, employment agreement terms, aggregate equity usage and program review, studying high performing company goal setting practices and updates on trends and regulatory developments. The ECC uses this information to determine the overall level and appropriate mix of short-term and long-term incentive opportunities and cash and equity-based opportunities and to determine individual compensation components, including benefits, and perquisites. PM&P did not perform any services for TJX other than work for the ECC and for the Corporate Governance Committee with respect to compensation of directors. PM&P reported directly to the ECC, which determined the scope of PM&P’s engagement and its fees.

The ECC regularly reviews the services provided to the Committee by any outside consultants and believes that PM&P is independent in providing executive compensation consulting services. During fiscal 2014, the ECC conducted a specific review of its existing relationship with PM&P, including potential conflicts of interest, and determined that PM&P’s work for the ECC did not raise any conflicts of interest and that PM&P continued to be an independent advisor to the ECC, consistent with the guidance provided under the Dodd-Frank Act, the SEC rules and the NYSE.

Peer Group

As described above, the ECC uses a peer group to provide context for its compensation decision-making for our named executive officers. The ECC regularly assesses this peer group and considers revisions. Before the start of fiscal 2014, advised by PM&P, the ECC reviewed the composition of its peer group to be considered in establishing and evaluating fiscal 2014 compensation for our named executive officers and determined that the following group of 18 large, publicly traded consumer-oriented companies would be appropriate:


Fiscal 2014 Peer Group
Amazon.com, Inc.	Kimberly-Clark Corporation	Nordstrom, Inc.
Bed Bath & Beyond Inc.	Kohl’s Corporation	Ross Stores, Inc.
Best Buy Co., Inc.	Limited Brands, Inc. (L Brands, Inc.)	Staples, Inc.
The Gap, Inc.	Lowe’s Companies, Inc.	Starbucks Corporation
Home Depot, Inc.	Macy’s, Inc.	Target Corporation
J. C. Penney Company, Inc.	Nike, Inc.	YUM! Brands, Inc.

The ECC determined that the above group was an appropriate peer group for TJX for fiscal 2014 based on criteria that included the following:

industry similarity;

revenues ranging from approximately one-third to three times our annual revenue (generally between approximately $8 billion and $70 billion at the time of the analysis);

market capitalization ranging from approximately one-fourth to four times our market capitalization (generally between approximately $8 billion and $130 billion at the time of the analysis); and

comparability of business model, including considerations of financial performance and levels of operational complexity including geographic span, global operations, brand and/or product line diversity, business segments and other strategic and operational factors that contribute to business complexity.

The ECC considered all of these criteria and constructed the fiscal 2014 peer group to reflect a level of business complexity more similar to TJX’s (which resulted in removing Costco and adding Home Depot and Starbucks as compared to the fiscal 2013 peer group).

Compensation Program Elements

Compensation for our named executive officers includes base salary, incentive compensation (both cash and equity) and other benefits, each of which is described further below. Rather than applying a set formula, the ECC evaluates and balances the overall mix of each element of compensation.

Base Salary

Each of our named executive officers receives a base salary in cash during the fiscal year that is intended to provide competitive, fixed compensation to attract and retain the executive at a level commensurate with his or her responsibilities, performance, experience and value in the marketplace. Base salaries are typically reviewed on an annual basis and may be reviewed in connection with new employment agreements, new positions, or other significant changes in responsibilities. Base salaries at the end of fiscal 2014 are listed below.

Base Salaries at Fiscal 2014 Year End


Carol Meyrowitz	$	1,475,000
Ernie Herrman	$	1,260,000
Michael MacMillan	$	920,000
Richard Sherr	$	770,000
Scott Goldenberg	$	600,000

The ECC approved base salaries for fiscal 2014 based on various factors, including assessment of individual performance and responsibilities, our fiscal 2013 performance, contractual obligations and overall competitiveness. Ms. Meyrowitz and Mr. Herrman each entered into new employment agreements at the end of fiscal 2013 that included new base salaries effective at the start of fiscal 2014. The ECC approved salary increases for Mr. MacMillan, Mr. Sherr and Mr. Goldenberg during fiscal 2014 as part of our annual individual performance and salary review process. The overall salary earned by each named executive officer during fiscal 2014 is reflected in the Summary Compensation Table.

Cash Incentives

A portion of each named executive officer’s compensation consists of cash incentives granted under our Management Incentive Plan (MIP) and Long Range Performance Incentive Plan (LRPIP), each as amended and restated by the ECC during fiscal 2014. Awards under these plans require achievement, at levels specified by the ECC, of performance goals based on performance measures approved by our stockholders. Performance results for both MIP and LRPIP must be certified by the ECC, which has the authority to reduce but not increase the awards to our named executive officers. All MIP and LRPIP awards are subject to a maximum individual payout limit under plan terms (no more than $5.25 million for fiscal 2014 MIP and no more than $5 million for the fiscal 2012-2014 LRPIP cycle). Our cash incentives granted to our named executive officers during fiscal 2014 were intended to qualify for an exemption from the deduction limitation rules of Section 162(m).

Annual Cash Incentives (MIP). The short-term cash incentive awards made under our MIP are designed to motivate our named executive officers and other key Associates to achieve or exceed a performance target pre-established by the ECC for the fiscal year.

Each individual MIP award has a target award opportunity, expressed as a percentage of base salary, tied to fiscal year goals for one or more of the divisions (divisional goals) or a combination of our four major divisions (corporate goals). The goals and target opportunities for our named executive officers for fiscal 2014 are shown below.


	Fiscal 2014 MIP Target Opportunities and Goals
Name	% of Salary			$ Target		Goals
Carol Meyrowitz		150	%	$	2,212,501	Corporate
Ernie Herrman		90	%	$	1,134,001	Corporate
Michael MacMillan		55	%	$	501,770	75% TJX Europe; 25% Corporate
Richard Sherr		55	%	$	419,270	75% Marmaxx; 25% Corporate
Scott Goldenberg		50	%	$	296,155	Corporate

For each fiscal year, the ECC also pre-establishes the divisional and corporate performance targets, amounts payable at different levels of performance, specified rates for converting foreign income and automatic adjustments to reflect certain contingent (but objectively determinable) events that may affect performance. For fiscal 2014, the MIP performance targets were set at specified levels of pre-tax income for each division (or, for corporate awards, a specified level of consolidated pre-tax income for the Marmaxx, HomeGoods, TJX Europe and TJX Canada divisions), excluding in each case capitalized inventory costs, interest income and expense, and U.S. ecommerce. In setting these levels, the ECC believed that the targets were challenging but reasonably achievable. For fiscal 2014, the ECC also established a maximum payout percentage of 200%. The fiscal 2014 MIP performance levels and corresponding payout percentages are shown below, including the thresholds (the level of performance at or below which no payout would be made) and maximums (the level at or above which the award payout would be the maximum under the award terms):

Fiscal 2014 MIP Performance Goals (in 000s)


	Threshold (Payout % = 0%)							Maximum (Payout % = 200%)
			(% of Target)			Target (Payout % = 100%)				(% of Target)
Corporate	$	2,943,362		83.3	%	$	3,532,034	$	3,973,538		112.5	%
TJX Europe	£	116,164		75.0	%	£	154,885	£	185,862		120.0	%
Marmaxx	$	2,175,319		85.7	%	$	2,537,872	$	2,819,858		111.1	%

After the end of the fiscal year, our actual performance is measured against the pre-established performance targets and MIP performance results are certified by the ECC. Participants are eligible to receive their target award if their MIP performance target is met. The payout formulas pre-established by the ECC determine payout percentages for performance above or below target. Our fiscal 2014 MIP performance results were as follows:

Fiscal 2014 MIP Performance Results (in 000s)


	Actual Performance
			(% of Target)			Variance from Target ($)		Payout %
Corporate	$	3,698,243		104.71	%	$	166,209		137.65	%
TJX Europe	£	170,485		110.07	%	£	15,600		150.36	%
Marmaxx	$	2,635,481		103.85	%	$	97,609		134.61	%

The payout of each individual MIP award was determined by applying the applicable payout percentage to the individual’s target opportunity. Based on the performance results for fiscal 2014, the named executive officers with corporate MIP goals earned awards equal to 137.65% of their target award opportunities. Mr. MacMillan earned an award equal to 147.18% of his target award opportunity (150.36% payout for 75% of his award based on TJX Europe plus 137.65% payout for 25% of his award based on corporate). Mr. Sherr earned an award equal to 135.37% of his target award opportunity (134.61% payout for 75% of his award based on Marmaxx plus 137.65% for 25% of his award based on corporate). The actual MIP award earned by each named executive officer for fiscal 2014 is included in the Non-equity Incentive Plan column of the Summary Compensation Table.

Long-Term Cash Incentives (LRPIP). The long-term cash incentive awards made under our LRPIP are based on cumulative divisional performance targets for a multi-year period. The program is designed to motivate our named executive officers and other key Associates to achieve or exceed long-term financial goals, as well as to foster teamwork across the company and promote retention. As LRPIP awards have overlapping multi-year cycles, in each fiscal year we complete a cycle, continue our performance under an ongoing cycle and grant awards under a new cycle.

Completion of LRPIP Cycle. LRPIP awards for the fiscal 2012-2014 cycle were granted in fiscal 2012, with individual target opportunities and company-wide performance goals. Our named executive officers’ target award opportunities for this cycle were pre-established by the ECC as follows:

Fiscal 2012-2014 LRPIP Target Opportunities


Carol Meyrowitz	$	1,320,000
Ernie Herrman	$	1,100,000
Michael MacMillan	$	400,000
Richard Sherr	$	300,000
Scott Goldenberg	$	130,000

The ECC pre-established the LRPIP performance goals, including multi-year performance targets and weightings for each division, amounts payable at different levels of performance, specified rates for converting foreign income and automatic adjustments to reflect certain contingent (but objectively determinable) events that may affect performance. For fiscal 2012-2014 cycle, the LRPIP target was based on pre-tax income targets for our divisions for the three-year period, excluding capitalized inventory costs and interest income and expense. The ECC also established divisional weightings, designed to maintain focus at the smaller divisions, and a maximum LRPIP payout percentage of 150%, with each division contributing between 0% and 150% toward the final payout for performance ranging from 33% to 133% of the divisional performance target. In setting these levels, the ECC believed that the targets were challenging but reasonably achievable.

Fiscal 2012-2014 LRPIP Performance Goals


	Cumulative 3-Year Performance Target (in 000s)		Divisional Weightings
Marmaxx	$	6,125,860		68.5	%
HomeGoods	$	662,596		10.5	%
TJX Europe	£	402,623		10.5	%
TJX Canada	C$	1,246,576		10.5	%

After the end of fiscal 2014, actual divisional performance for the three-year cycle is measured against each divisional target and the LRPIP performance results are certified by the ECC. Participants are eligible to receive their target award if the LRPIP performance target at each division is met, and the payout formulas pre-established by the ECC determine payout percentages for divisional performance above or below target. The resulting payout percentages are then weighted according to the pre-established divisional weightings (shown above) and added together to determine the overall LRPIP award payout percentage. Our fiscal 2012-2014 LRPIP performance results were as follows:

Fiscal 2012-2014 LRPIP Performance Results


Divisions	Cumulative 3-Year Actual Performance (in 000s)		Unweighted Contribution to Award Payout %			Weighted Contribution to Award Payout %
Marmaxx	$	7,162,023		125.37	%		85.88	%
HomeGoods	$	943,545		150.00	%		15.75	%
TJX Europe	£	352,480		81.33	%		8.54	%
TJX Canada	C$	1,159,216		89.49	%		9.40	%
				Total Payout	%		119.57	%

The payout of each LRPIP award is determined by applying the overall payout percentage to the individual’s target opportunity for that cycle. The actual LRPIP awards earned by the named executive officers for the fiscal 2012- 2014 LRPIP are included in the Non-equity Incentive Compensation column of the Summary Compensation Table.

New LRPIP Cycle. During fiscal 2014, the ECC established the following LRPIP dollar target award opportunities and performance goals for the fiscal 2014-2016 cycle for our named executive officers: Ms. Meyrowitz, $1,475,000; Mr. Herrman, $1,100,000; Mr. MacMillan, $700,000; Mr. Sherr, $500,000; and Mr. Goldenberg, $400,000. The ECC also established LRPIP performance targets for each division for the new cycle, divisional weightings, and a maximum LRPIP payout percentage of 200% for the fiscal 2014-2016 cycle, with each division contributing toward the final payout without a divisional threshold or maximum to better reflect aggregate company results. Assuming that each division performs at the same level against its target performance, the minimum (threshold) level for any payout is 60% of the performance target and the maximum payout level is achieved if performance is at or above 140% of the performance target. Consistent with our past disclosure practice, we plan to provide additional detail about the performance goals for this cycle, which are based on business targets for future periods (fiscal 2015 and fiscal 2016), once the performance cycle is complete.

Equity Incentives

Equity Grant Practices

All of our equity awards are made under our shareholder-approved Stock Incentive Plan (SIP).

The exercise price of each stock option grant is the closing stock price on the NYSE on the grant date.

The ECC does not have any programs, plans or practices of timing these equity grants in coordination with the release of material non-public information.

Virtually all of our equity awards are granted at regularly scheduled ECC meetings held at approximately the same times each year, scheduled in advance. In limited circumstances (for example, in connection with new hires or promotions), the ECC has made equity awards at other times during the year.

The SIP prohibits, without stockholder approval:

^¡

any repricing requiring stockholder approval under applicable NYSE rules and

^¡

any amendment providing for the payment or provision of other consideration upon the termination or cancellation of any underwater stock option or stock appreciation right.

Equity awards are made under the SIP, generally in the form of stock options and performance-based stock awards. Stock options do not deliver value unless the value of our stock appreciates and then only to the extent of such appreciation, thus linking the interests of our executive officers with those of our stockholders. Performance-based stock awards include vesting conditions requiring achievement of pre-established performance criteria, linked to TJX’s financial performance. Both stock options and performance-based stock awards also have service-based vesting conditions that provide important retention incentives. Our equity incentives granted to our named executive officers during fiscal 2014 were intended to qualify for an exemption from the deduction limitation rules of Section 162(m).

Stock Option Grants. The ECC determined the number of stock options granted to our named executive officers in September 2013 by setting a fixed dollar value for each named executive officer and dividing this value by the stock price on the grant date. The fixed dollar value for named executive officers is a function of internal compensation levels and historical practices and is reviewed by the ECC for overall market competitiveness. As part of the September 2013 option grant, the ECC supplemented the number of options

granted to all participants in the stock option program with an additional award equal to 10% of their basic option award under the fixed dollar formula, based on a consideration of the expected overall award value, market conditions and our stock price. All option awards were granted with an exercise price equal to the closing stock price on the NYSE on the date of grant.

Performance Results for Stock Awards. Each named executive officer held performance-based stock awards with performance-based vesting criteria that were satisfied based on fiscal 2014 MIP performance or fiscal 2012-2014 LRPIP performance, as follows:

MIP-based awards held by Ms. Meyrowitz and Mr. Herrman contained performance-based vesting conditions that were satisfied upon ECC certification of achievement of a fiscal 2014 payout of 137.65% of the corporate MIP target awards (as described under “Annual Cash Incentives” above). The performance condition for full vesting was achievement of a payout of not less than 67% of the corporate MIP target payout, which required us to achieve 94.5% of the targeted performance reflected in the fiscal 2014 plan. The service-based vesting conditions for Ms. Meyrowitz’s award were also satisfied at the end of fiscal 2014, but Mr. Herrman’s award remained subject to service-based vesting conditions after fiscal 2014.

LRPIP-based awards held by our named executive officers contained performance-based vesting conditions that were satisfied upon ECC certification of achievement of a payout of 119.57% of the fiscal 2012-2014 LRPIP target awards (as described under “Completion of LRPIP Cycle” above). The performance condition for full vesting of these awards was achievement of a payout of not less than 67% of the fiscal 2012-2014 LRPIP target payout, which, reflecting the weighting of the divisions and assuming that each division performed at the same level against its target performance, required us to achieve 78% of the targeted cumulative performance reflected in that plan. These awards remained subject to service-based vesting conditions after fiscal 2014.

Grants of Performance-Based Stock Awards. The ECC awarded new performance-based stock awards in fiscal 2014 to our named executive officers based on factors including the executive’s responsibilities, the potential value of each grant and the overall competitiveness and mix of executive compensation, and the ECC also established performance goals applicable to a stock award for our CEO previously approved by the ECC in connection with the CEO employment agreement entered into at the end of fiscal 2013. These awards are reflected in the compensation tables below. Full vesting of these awards is subject to satisfaction of performance-based conditions requiring achievement of a payout of not less than 67% of the target corporate MIP or LRPIP payout for the performance period, which will require us to achieve 96% of targeted performance under MIP (for fiscal 2015 MIP based awards) or 87% of targeted cumulative performance under LRPIP (for fiscal 2014-2016 LRPIP-based awards), taking into account divisional weightings and assuming that each division performs at the same level against its target performance. Performance resulting in a payout below this target level reduces the number of shares that would otherwise vest, pro rata, with no shares vesting if no payout is achieved. Vesting of these awards is also subject to satisfaction of service requirements specified in the awards. The ECC believes that, in addition to linking individual compensation to our target performance, these awards perform an important retention function.

Reporting of Performance-Based Stock Awards

Our performance-based stock awards include vesting conditions requiring satisfaction of performance and service requirements pre-established by the ECC. Under SEC rules, these awards are reported in the proxy statement in the year of grant, as determined for accounting purposes under ASC Topic 718. As a result, the equity compensation of our named executive officers shown in the Summary Compensation Table and in the Grant of Plan-Based Awards Table as granted for a particular year sometimes reflects awards intended by the ECC to compensate the executives for service and performance in other years. See footnote 3 to the Outstanding Equity Awards table for further detail on the vesting terms for stock awards held by our named executive officers.

Other Compensation Components

Retirement Benefits. All of our named executive officers are eligible to participate in our 401(k) plan and also participate in a broad-based pension plan for U.S. Associates under which benefits are accrued based on compensation and service. We also maintain a Supplemental Executive Retirement Plan (SERP). Ms. Meyrowitz is a vested participant in our primary SERP benefit program, a nonqualified pension benefit based on final average earnings. We have not offered primary SERP benefits to new participants for many years. Mr. Herrman, Mr. MacMillan, Mr. Sherr and Mr. Goldenberg participate in our alternative SERP benefit program, which is intended to restore pension benefits that would otherwise not be available due to Internal Revenue Code restrictions. These programs are discussed below under “Pension Benefits.”

Deferred Compensation. Our named executive officers can defer compensation under our Executive Savings Plan (ESP), an elective deferred compensation plan, intended to help us compete for and retain talent by providing participants with additional opportunities for personal financial planning and by rewarding and encouraging retention. Participants in the ESP, other than those eligible for our primary SERP benefit, receive an employer match based in part on our performance under MIP. Mr. Herrman, Mr. MacMillan, Mr. Sherr and Mr. Goldenberg received this match for fiscal 2014. Amounts deferred under the ESP are notionally invested in mutual funds or other market investments selected by the participant. Ms. Meyrowitz has amounts previously deferred under our General Deferred Compensation Plan (GDCP), now closed to new deferrals, which earn notional interest at an annually adjusted rate based on U.S. Treasury securities. Mr. MacMillan also has amounts previously saved under our Canadian Executive Savings Plan (CESP). Our deferred compensation plans for named executive officers are discussed with the compensation tables below under “Nonqualified Deferred Compensation Plans.”

Relocation and Expatriate-Related Expenses. As part of our global mobility program, our policies provide that executive officers and other eligible Associates who relocate at our request are eligible for certain relocation and expatriate benefits to facilitate the transition and international assignment, including moving expenses, allowances for housing and goods and services, and tax assistance. These policies are intended to recognize and compensate Associates for higher costs associated with living and working outside the Associates’ home countries, with the goal that Associates are not financially advantaged or disadvantaged as a result of their international assignment and related taxes. During fiscal 2014, Mr. MacMillan continued his leadership of our European division as Senior Executive Vice President, Group President, TJX Europe, after relocating from the U.S. to the U.K. in fiscal 2013, and was eligible for expatriate benefits under this program. These expenses are detailed in footnote 5 to the Summary Compensation Table.

Perquisites. We provide limited perquisites and other personal benefits to our named executive officers. These benefits, which are included below as All Other Compensation and detailed in footnote 5 to the Summary Compensation Table, consist generally of automobile allowances, financial and tax planning services and payment of insurance premiums. None of these perquisites is grossed up for taxes.

Related Policies and Considerations

Employment Agreements. The ECC has reviewed and approved, after consultation with its independent compensation consultant, individual employment agreements for our named executive officers that set their terms of employment, including compensation, benefits and termination and change of control provisions discussed below under “Severance and Change of Control Provisions.” We believe that these employment agreements help retain our executives and support our succession planning process.

In February 2013, we entered into new employment agreements with Ms. Meyrowitz, Chief Executive Officer, and Mr. Herrman, President. The agreements became effective at the beginning of fiscal 2014 and, unless terminated earlier in accordance with their terms, will continue until January 31, 2015 for Ms. Meyrowitz and until January 30, 2016 for Mr. Herrman. In January 2014, we entered into a new employment agreement with

Mr. MacMillan, Senior Executive Vice President, Group President TJX Europe, which became effective at the beginning of fiscal 2015 and, unless terminated earlier in accordance with its terms, continues until January 28, 2017.

The agreements with our named executive officers establish a minimum level of base salary and provide for participation in SIP, MIP and LRPIP, at levels commensurate with the executive’s position and responsibilities and subject to terms established by the ECC, and also entitle the executives to participate in TJX’s fringe benefit and deferred compensation plans. Ms. Meyrowitz’s agreement also provides for minimum MIP and LRPIP target award levels during the term of the agreement as well as limited perquisites and specified interest rate assumptions for determining her SERP benefit. Mr. MacMillan’s agreement includes expatriate-related benefits and other provisions related to his assignment with TJX Europe.

Stock Ownership Guidelines.

We have stock ownership guidelines that apply to all of our executive officers:

•

Our Chief Executive Officer is expected to ~~our compensation programs and its role in implementation of our corporate strategy.~~attain stock ownership with a fair market value equal to at least five times annual base compensation.

Our President, Chief Financial Officer and each Senior Executive Vice President are expected to attain stock ownership with a fair market value of at least three times annual base compensation.

At age 62, the ownership guidelines are reduced by fifty percent. These guidelines are designed to align our executives’ interests with those of our stockholders and to encourage a long-term focus. Our policies also prohibit our executive officers from engaging in hedging transactions with respect to TJX stock. Each of our executive officers is in compliance with our stock ownership guidelines and policies.

Severance and Change of Control Provisions. We provide severance terms to our executive officers, including in connection with a change of control, in our employment agreements and plans. In connection with these terms, each named executive officer has agreed to post-employment non-competition, non-solicitation and other covenants intended to protect our business. We believe that severance and change of control protections assist in attracting and retaining high quality executives and in keeping them focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of TJX and our named executive officers, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our shareholder-friendly pay practices, taking into account contractual obligations and current market practice, among other considerations. These provisions are described under “Potential Payments upon Termination or Change of Control.”

Tax and Accounting Considerations. We generally structure incentive compensation arrangements with a view towards qualifying them as performance-based compensation exempt from the deduction limitations under Section 162(m), but we view the availability of a tax deduction as only one relevant consideration. Further, the ECC believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the ECC authorizes compensation in excess of $1 million that is not exempt from the deduction limitations under Section 162(m).

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviews and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report onForm 10-K for the fiscal year ended ~~January 29, 2011.~~

February 1, 2014.

Executive Compensation Committee

~~David A. Brandon,~~

Alan M. Bennett,Chair

José B. Alvarez

John F. O’Brien

Willow B. Shire

Summary Compensation Table

The following table provides information concerning compensation for our principal executive officer, our principal financial officer and our three other most highly paid executive officers during fiscal ~~2011~~2014 (collectively, our named executive officers):

Summary Compensation Table
Change in

Non-Equity
Pension and

Name and
Fiscal
Stock
Option
Incentive Plan
SERP
All Other

Principal Position
Year(1) Salary Bonus Awards(2) Awards(2) Compensation(3) Value(4) Compensation(5) Total

Carol Meyrowitz(6) 2011 $ 1,575,000 — $ 12,559,150 $ 947,524 $ 4,127,571 $ 3,826,370 $ 43,495 $ 23,079,110
Chief Executive 2010 $ 1,475,000 — $ 7,692,000 $ 1,168,840 $ 4,409,361 $ 2,565,940 $ 50,971 $ 17,362,112
Officer, President(7) 2009 $ 1,503,366 — $ 1,974,500 $ 1,073,510 $ 2,258,393 $ 1,636,542 $ 43,040 $ 8,489,351
Jeffrey G. Naylor 2011 $ 773,656 — $ 1,419,200 $ 473,925 $ 1,506,429 $ 178,511 $ 239,892 $ 4,591,613
Senior Executive 2010 $ 740,000 — $ 643,750 $ 584,666 $ 1,543,680 $ 114,886 $ 115,375 $ 3,742,357
Vice President,Chief Financial and Administrative Officer 2009 $ 741,154 — $ 414,880 $ 536,912 $ 1,036,955 $ 68,053 $ 52,253 $ 2,850,207
Ernie L. Herrman 2011 $ 987,021 — $ 4,664,150 $ 631,755 $ 1,839,085 $ 250,167 $ 294,210 $ 8,666,388
Senior Executive Vice 2010 $ 925,000 — $ 772,500 $ 779,390 $ 1,747,180 $ 190,998 $ 41,280 $ 4,456,348
President, 2009 $ 897,019 — $ 414,880 $ 715,778 $ 1,092,175 $ 89,367 $ 43,160 $ 3,252,379
Group President(7)
Jerome Rossi 2011 $ 730,290 — $ 842,650 $ 473,925 $ 1,018,251 $ 744,267 $ 43,559 $ 3,852,942
Senior Executive 2010 $ 700,000 — $ 309,000 $ 584,666 $ 1,090,900 $ 873,736 $ 43,347 $ 3,601,649
Vice President, Group President
Paul Sweetenham(8) 2011 $ 812,035 — $ 1,419,200 $ 342,652 $ 830,100 — $ 354,696 $ 3,758,683
Senior Executive 2010 $ 734,349 — $ 515,000 $ 350,922 $ 969,251 — $ 310,987 $ 2,880,509
Vice President, Group President, Europe


Name and Principal Position	Fiscal Year		Salary(1)		Bonus		Stock Awards(2)		Option Awards(2)		Non-Equity Incentive Plan Compensation(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)		All Other Compensation(5)		Total
Carol Meyrowitz(6)		2014	$	1,475,001		—	$	13,898,400	$	680,528	$	4,623,832	$	1,793,231	$	43,041	$	22,514,033
Chief Executive Officer		2013		1,426,924		—		10,872,000		654,630		6,050,370		2,716,326		48,550		21,768,800
Chief Executive Officer		2012		1,320,000		—		—		708,954		4,309,576		4,700,459		48,660		11,087,649

Ernie Herrman(7)		2014		1,260,002		—		6,158,100		567,934		2,876,223		286,123		356,994		11,505,376
President		2013		1,205,770		—		7,312,350		546,279		2,999,808		416,056		340,672		12,820,935
President		2012		1,100,000		—		—		591,537		2,008,860		432,987		310,681		4,444,065

Michael MacMillan(8)		2014		912,310		—		1,894,800		307,586		1,216,798		225,462		1,968,434		6,525,390
SEVP, Group President, TJX Europe		2013		886,732		—		1,594,800		295,961		1,416,231		236,223		3,287,710		7,717,657
SEVP, Group President, TJX Europe

Richard Sherr		2014		762,308		—		1,421,100		307,586		926,275		157,923		232,728		3,807,920
SEVP, Group President, Marmaxx		2013		733,849		—		1,196,100		295,961		1,099,700		263,712		220,858		3,810,180
SEVP, Group President, Marmaxx

Scott Goldenberg		2014		592,310		—		947,400		236,729		563,098		131,796		84,193		2,555,526
EVP, Chief Financial Officer(9)		2013		560,578		—		558,180		159,340		612,198		172,147		80,723		2,143,166
EVP, Chief Financial Officer(9)


(1)		Reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year. Fiscal ~~2009~~2013 was a 53-week year.

(2)		Reflects the aggregate grant date fair value of stock and ~~options awards on the grant date.~~option awards. Stock awards are valued based on the closing price of our common stock on the ~~New York Stock Exchange~~NYSE on the grant date. Option awards are valued using the Black-Scholes option pricing model. The underlying valuation assumptions for equity awards are further discussed in Note I to our audited financial statements filed with our Annual Report onForm 10-K for fiscal ~~2011.~~2014.

(3)		Reflects amounts earned under ~~the~~both MIP ~~for~~and LRPIP. For fiscal ~~2011:~~2014, MIP amounts were: Ms. Meyrowitz, ~~($2,425,031), Mr. Naylor ($655,159),~~$3,045,508; Mr. Herrman, ~~($987,815),~~$1,560,953; Mr. ~~Rossi ($562,213)~~MacMillan, $738,518; Mr. Sherr, $567,565 and Mr. Sweetenham ($0). The performance measures underlying MIP awards of all of our named executive officers were based on TJX corporate performance. As discussed above in “Compensation Discussion and Analysis”, Mr. Sweetenham, who oversees TJX Europe, requested that he receive no MIP bonus for fiscal 2011 due to divisional performance of TJX Europe under MIP. Reflects amounts earned under the LRPIP forGoldenberg, $407,657. For the LRPIP cycle for fiscal~~2009-2011:~~ 2012-2014, the amounts were: Ms. Meyrowitz, ~~($1,702,540), Mr. Naylor ($851,270),~~$1,578,324; Mr. Herrman, ~~($851,270),~~$1,315,270; Mr. ~~Rossi ($456,038)~~MacMillan, $478,280; Mr. Sherr, $358,710 and Mr. ~~Sweetenham ($830,100).~~Goldenberg, $155,441. Amounts earned were paid in 2014 following the ECC’s certification of performance results.

(4)

~~Amounts reflect~~Reflects the change in the actuarial present value of accumulated benefit obligations under our broad-based retirement plan and our SERP. ~~Mr. Sweetenham did not participate in those plans.~~ Our named executive officers did not receive above-market or preferential earnings on non-tax qualified deferred compensation.


(5)		The table below ~~shows~~provides additional details about the amounts listed under All Other Compensation for fiscal ~~2011.~~2014. Perquisites and other personal benefits are valued on anthe basis of the aggregate incremental cost ~~basis. All figures shown below in footnote 5 represent~~to the ~~direct dollar cost incurred by us in providing these perquisites and other personal benefits.~~Company.

Reimbursement
Company

for Financial,
Employer
Paid

Tax
Contributions or
Amounts
Total
Automobile
Planning and
Credits Under
for Life
Housing
All Other
Name
Benefit Legal Services Savings Plans(a) Insurance Benefit(b) Compensation

Carol Meyrowitz $ 35,904 $ 2,175 $ 4,204 $ 1,212 $ 43,495
Jeffrey G. Naylor $ 35,904 $ 1,500 $ 201,276 $ 1,212 $ 239,892
Ernie L. Herrman $ 35,904 $ 1,500 $ 256,729 $ 77 $ 294,210
Jerome Rossi $ 35,904 $ 1,500 $ 4,943 $ 1,212 $ 43,559
Paul Sweetenham $ 34,301 $ 1,005 $ 243,951 $ 1,970 $ 73,469 $ 354,696


	Automobile Benefit		Reimbursement for Financial Planning		Employer Contributions or Credits Under Savings Plans(a)		Company Paid Amounts for Life Insurance(b)		Expatriate- Related Expenses(c)		Tax Equalization(c)		Total All Other Compensation
Carol Meyrowitz	$	35,904	$	1,500	$	4,549	$	1,088		—		—	$	43,401
Ernie Herrman		35,904		1,500		318,502		1,088		—		—		356,994
Michael MacMillan		35,578		1,500		231,740		1,088	$	959,637	$	738,891		1,968,434
Richard Sherr		35,904		1,500		194,236		1,088		—		—		232,728
Scott Goldenberg		35,904		1,500		45,701		1,088		—		—		84,193


(a)		~~Amounts reflect~~Reflects matching contributions under our 401(k) plan ~~and, in the case of~~as well as, for Mr. ~~Naylor~~Herrman, Mr. MacMillan, Mr. Sherr and Mr. ~~Herrman, the~~Goldenberg, matching credits under our ESP. ~~For~~

(b)

Reflects company-paid amounts under our management life insurance program or, for Mr. ~~Sweetenham,~~Herrman, payment in lieu of participation in that program.

	(c)	Reflects expenses pursuant to our global mobility program in connection with Mr. MacMillan’s assignment with TJX Europe after his relocation from the ~~amount reflects matching contributions under~~U.S. to the U.K. ~~retirement plan and matching credits~~during fiscal 2013. Amounts listed under ~~his deferred compensation benefit. As~~Expatriate-Related Expenses include a U.K. ~~resident,~~housing allowance ($378,569), a goods and services allowance, and administrative and living expenses, as well as tax reimbursement in connection with such benefits ($495,549). Mr. ~~Sweetenham does not participate~~MacMillan was also eligible for continued participation in our U.S. ~~retirement or deferred~~medical plan without regard to the U.S.-based network limitations, but was not eligible for payments for any loss on the sale of his home. Amounts listed under Tax Equalization reflect estimated net amounts payable under our tax equalization policy arising from additional taxes payable in respect of Mr. MacMillan’s compensation ~~plans.~~

~~(b)~~		~~Represents~~as a ~~housing benefit~~result of ~~$36,000~~his relocation to the U.K. and ~~a related taxgross-up~~ ~~of $37,469 for Mr. Sweetenham who worked~~prior relocation from Canada. The policies in ~~both the U.S. and U.K. during fiscal 2011. As Mr. Sweetenham’s responsibilities have been refocused on Europe, he no longer receives this housing benefit.~~our global mobility program are designed to enable us to relocate talent where needed throughout our global business.


(6)		~~Stock~~Ms. Meyrowitz’s stock awards and total compensation reported above include the grant date value of the following awards: for fiscal 2014, 240,000 shares of a fiscal 2015 MIP-based stock award, including the value of accrued dividends from the date the ECC awarded the shares to the grant date for accounting purposes; for fiscal 2013, 240,000 shares of a fiscal 2014 MIP-based stock award; and for fiscal 2012, no amount included. In fiscal 2011, ~~for Ms. Meyrowitz include (i) an~~we included the grant date value of a fiscal 2012 MIP-based stock award and a fiscal 2013 MIP-based stock award of ~~120,000~~240,000 shares ~~of performance-based restricted~~each. These stock ~~valued at $5,725,200 with~~awards contained service and performance conditions ~~relating to~~for the related fiscal 2012 and (ii) a second award of 120,000 shares of performance-based restricted stock valued at $5,725,000 with service and performance conditions relating to fiscal 2013. These awards were granted at the end of fiscal 2011year and were intended by the ECC as compensation for that fiscal ~~2012 and fiscal 2013, respectively.~~year. Under SEC rules these stock award values are reported in the Summary Compensation Table by grant date as determined for accounting purposes.

(7)		~~Effective January 30,~~Mr. Herrman’s stock awards and total compensation reported above include the grant date value of the following awards: for fiscal 2014, 130,000 shares of a fiscal 2014-2016 LRPIP-based stock award; for fiscal 2013, 130,000 shares of a fiscal 2013-2015 LRPIP-based stock award, plus a fiscal 2013 MIP-based stock award and a fiscal 2014 MIP-based stock award of 25,000 shares each; and for fiscal 2012, no amount included. In fiscal 2011, ~~Ernie Herrman was elected President~~we included the grant date value of ~~TJX, and Carol Meyrowitz resigned that position. Ms. Meyrowitz continues as Chief Executive Officer.~~110,000 shares of a fiscal 2012-2014 LRPIP-based stock award.

(8)

Amounts received by Mr. ~~Sweetenham is~~MacMillan that were paid in U.K. pounds ~~sterling. The amounts shown in the table are~~sterling were converted ~~from pounds sterling~~to U.S. Dollars at the average annual exchange rate of $1.5693 per pound for fiscal ~~2011 of $1.5466~~2014 and $1.5888 per pound ~~and~~ for fiscal ~~2010~~2013. Amounts received by Mr. MacMillan that were paid in Canadian dollars were converted to U.S. Dollars at the average annual exchange rate of ~~$1.5895~~$0.9628 per ~~pound.~~Canadian dollar for fiscal 2014.

Total compensation for our named executive officers is composed of base salary, short-term and long-term cash incentives, long-term equity-based incentives, retirement and deferred compensation benefits and limited perquisites.

(9)	Mr. Goldenberg was promoted to Senior Executive Vice President, Chief Financial Officer in April 2014.

Our named executive officers were entitled under their employment agreements to participate in our SIP, MIP and LRPIP and received cash incentives and equity incentives only pursuant to these plans during fiscal ~~2011.~~2014. Ms. Meyrowitz’s agreement provides for target award opportunities during the term of the agreement of at least 150% of her base salary for MIP and at least 100% of her base salary for LRPIP, payment of reasonable fees of her legal and financial advisors incurred in negotiating her agreement and an automobile allowance commensurate with her position. In connection with her employment agreement, on February 1, 2013 Ms. Meyrowitz received two awards of 240,000 shares of performance-based restricted stock with service and performance conditions relating to fiscal 2014 and fiscal 2015, respectively. Mr. ~~Rossi~~MacMillan’s agreement provides for specified vacation/holiday benefits and benefits under our global mobility policies in connection with his assignment with TJX Europe. Mr. MacMillan also remains entitled to benefits in connection with his prior relocation to the U.S. from TJX Canada, including service credit for vesting purposes, supplemental amounts under our ESP, and applicable tax equalization benefits.

In fiscal 2014, all of our named executive officers participated in our alternative SERP benefit except Ms. Meyrowitz, who participated in our primary SERP ~~benefit and Mr. Herrman and Mr. Naylor participated in our alternative SERP~~ benefit. All of our~~U.S.-based~~ named executive officers participated in our tax-qualified defined benefit plan and were eligible to make deferrals to our 401(k) plan and our ESP. ~~Mr. Naylor and Mr. Herrman were eligible to receive, and~~All of our named executive officers except Ms. Meyrowitz received matching credits under the ESP during ~~all or part of~~ fiscal 2011. As discussed below under “Nonqualified Deferred Compensation Plans,” Mr. Sweetenham, as a resident of the U.K., participated in a retirement plan for U.K. associates under which participants may defer salary and bonus and receive an employer match, and is entitled to performance-based matching credits on his U.K. retirement plan deferrals based on performance under MIP.2014. Our named executive officers were also entitled to receive an automobile benefit and ~~participation~~to participate in fringe benefit plans and programs made available to executives generally.

Grants of Plan-Based Awards in Fiscal ~~2011~~2014

The following table reports potential payouts under our cash incentive plans and all other stock and option awards that were granted during fiscal ~~2011~~2014 to our named executive officers:

All Other
All Other

Stock
Option

Awards:
Awards:
Grant Date
Estimated Future Payouts
Estimated Future Payouts
Number of
Number of
Exercise or
Fair Value
Under Non-Equity Incentive
Under Equity Incentive
Shares of
Securities
Base Price
of Stock
Name and
Grant
Plan Awards ($) Plan Awards (# of Shares) Stock or
Underlying
of Options
and Option
Award Type
Date Threshold Target Maximum Threshold Target Maximum Units Options Awards(1) Awards(2)

Carol Meyrowitz
MIP(3) — $ 1,575,000 $ 3,150,000
LRPIP(4) — $ 1,405,000 $ 2,107,500
Stock Options 09/09/10 87,410 87,410 87,410 — $ 41.13 $ 947,524
Stock Awards 04/05/10 — 25,000 25,000 — $ 1,108,750
01/28/11 — 240,000 240,000 $ 11,450,400
Jeffrey G. Naylor
MIP(3) — $ 425,511 $ 851,022
LRPIP(4) — $ 700,000 $ 1,050,000
Stock Options 09/09/10 43,720 43,720 43,720 — $ 41.13 $ 473,925
Stock Awards 04/05/10 — 32,000 32,000 — $ 1,419,200
Ernie L. Herrman
MIP(3) — $ 641,564 $ 1,283,128
LRPIP(4) — $ 850,000 $ 1,275,000
Stock Options 09/09/10 58,280 58,280 58,280 — $ 41.13 $ 631,755
Stock Awards 04/05/10 — 46,000 46,000 — $ 2,040,100
01/28/11 — 55,000 55,000 $ 2,624,050
Jerome Rossi
MIP(3) — $ 365,145 $ 728,290
LRPIP(4) — $ 375,000 $ 562,500
Stock Options 09/09/10 43,720 43,720 43,720 — $ 41.13 $ 473,925
Stock Awards 04/05/10 — 19,000 19,000 — $ 842,650
Paul Sweetenham
MIP(3) — $ 446,619 $ 893,238
LRPIP(4) — $ 700,000 $ 1,050,000
Stock Options 09/09/10 31,610 31,610 31,610 — $ 41.13 $ 342,652
Stock Awards 04/05/10 — 32,000 32,000 — $ 1,419,200


Name and Award Type	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards($)(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(#)						All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards(2)		Grant Date Fair Value of Stock and Option Awards(3)
Name and Award Type	Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum		All Other Stock Awards: Number of Shares of Stock or Units			Exercise or Base Price of Option Awards(2)		Grant Date Fair Value of Stock and Option Awards(3)
Carol Meyrowitz
MIP(4)				—	$	2,212,501	$	4,425,002
LRPIP(5)				—		1,475,000		2,950,000
Stock Options		9/19/2013															50,710	$	56.72	$	618,662
		9/19/2013															5,071		56.72		61,866
Stock Awards(6)		1/31/2014								—		240,000		—							13,898,400
Ernie Herrman
MIP(4)				—		1,134,001		2,268,003
LRPIP(5)				—		1,100,000		2,200,000
Stock Options		9/19/2013															42,320		56.72		516,304
		9/19/2013															4,232		56.72		51,630
Stock Awards(6)		4/02/2013								—		130,000		—							6,158,100
Michael MacMillan
MIP(4)				—		501,770		1,003,541
LRPIP(5)				—		700,000		1,400,000
Stock Options		9/19/2013															22,920		56.72		279,624
		9/19/2013															2,292		56.72		27,962
Stock Awards(6)		4/02/2013								—		40,000		—							1,894,800
Richard Sherr
MIP(4)				—		419,270		838,539
LRPIP(5)				—		500,000		1,000,000
Stock Options		9/19/2013															22,920		56.72		279,624
		9/19/2013															2,292		56.72		27,962
Stock Awards(6)		4/02/2013								—		30,000		—							1,421,100
Scott Goldenberg
MIP(4)				—		296,155		592,310
LRPIP(5)				—		400,000		800,000
Stock Options		9/19/2013															17,640		56.72		215,208
		9/19/2013															1,764		56.72		21,521
Stock Awards(6)		4/02/2013								—		20,000		—							947,400


(1)	Non-Equity Incentive Plan amounts above reflect short-term cash incentives granted under our MIP and long-term cash incentives granted under our LRPIP. Our MIP and LRPIP are discussed above in “Compensation Discussion and Analysis.”

(2)	All option awards were granted with an exercise price equal to the closing price on the ~~New York Stock Exchange~~NYSE on the date of grant.


~~(2)~~	(3)	Reflects the aggregate fair market value of stock and ~~options~~option awards on the grant date. Stock awards are valued based on the closing price of our common stock on the ~~New York Stock Exchange~~NYSE on the grant date. Option awards are valued using the Black-Scholes option pricing model. The underlying valuation assumptions for equity awards are further discussed in Note I to our ~~audited~~consolidated financial statements filed with our Annual Report onForm 10-K for fiscal ~~2011.~~2014.


~~(3)~~	(4)	Reflects award opportunities under the fiscal ~~2011 MIP for which performance is complete.~~2014 MIP. Actual amounts earned under the fiscal ~~2011~~2014 MIP awards are ~~discussed~~disclosed in footnote 3 to the Summary Compensation Table.


~~(4)~~	(5)	Reflects award opportunities under the fiscal~~2011-2013~~ 2014-2016 LRPIP cycle. ~~Amounts earned~~

(6)

Reflects performance-based restricted stock awards granted under the SIP, or, for Mr. MacMillan, a performance-based deferred stock award granted under the SIP. For Ms. Meyrowitz, the performance-based restricted shares were awarded by ~~Mr. Sweetenham under LRPIP are to be paid in pounds sterling based~~the ECC on February 1, 2013 for which the ~~exchange rate in effect at~~grant date for accounting purposes is January 31, 2014, the ~~end of~~date the ~~cycle. As discussed in~~ECC established the ~~Compensation Discussion and Analysis, above, Ms. Meyrowitz’s new employment agreement reduces her existing target awards for~~applicable fiscal~~2010-2012~~ ~~and fiscal2011-2013~~ ~~LRPIP cycles to those shown above to reflect the decrease in her base salary. Ms. Meyrowitz’s original target and maximum award opportunities were $1,575,000 and $2,362,500, respectively.~~ 2015 performance goals.

Non-Equity Incentive Plan amounts above reflect short-term cash incentives granted under our MIP and long-term cash incentives granted under our LRPIP. Our MIP and LRPIP are discussed above in “Compensation Discussion and Analysis.”

In fiscal ~~2011,~~2014, we granted all equity incentives, including stock options and performance-based ~~restricted~~ stock awards, under our SIP. Stock options have a maximum term of ten years and generally vest in equal annual

installments over three years, upon a change of control and in the event of certain terminations of employment. In the event a named executive officer’s employment is terminated by reason of death, disability, or retirement at or after age 65 with five or more years of service, vested options generally remain exercisable for up to five years following termination, unless the option terminates on an earlier date pursuant to its terms. Following a retirement at or after age 65 with ten or more years of service, or a retirement at or after age 60 with twenty or more years of service, vested options generally remain exercisable for five years following termination and unvested options continue to vest for the ~~three year~~three-year period following retirement on the same basis as if the named executive officer had not retired and generally remain exercisable for ~~an extended period,~~five years following retirement, unless the option terminates on an earlier date pursuant to its terms. In the event of any other termination, other than a termination for cause, vested options for our named executive officers generally remain exercisable for up to six months following termination ~~(or such other period~~(as specified under the terms of ~~up to three years as~~ the ~~ECC determines at or after the grant date)~~option), unless the option terminates on an earlier date pursuant to its terms. All options, whether or not then vested, are forfeited on a termination for cause.

The ~~restricted~~performance-based stock awards have both service-based and performance-based vesting conditions, except that awards fully vest upon a change of control and, for Ms. Meyrowitz, in the event of her death or disability. For ~~performance-based restricted~~ stock ~~granted~~awarded to our named executive officers in fiscal ~~2011,~~2014, the service-based conditions are satisfied by continuous employment through the scheduled vesting date ~~(or, for~~or in the event of certain ~~awards, through the end~~terminations of ~~the fiscal year immediately preceding the vesting date or earlier involuntary termination or termination due to death or disability),~~employment (as described below) and the performance-based conditions are tied to the corporate performance target under our MIP or LRPIP, ~~or MIP. At such time~~ as described in the Compensation Discussion and Analysis, with full vesting subject to achievement of a payout of at least 67% of the target payout under the applicable plan. If the payout is less than 67% for the performance period, a prorated portion of the unvested award will be forfeited. If no payout is achieved for the performance period, the entire unvested award will be forfeited. When a participant’s ~~shares of restricted~~performance-based stock ~~vest,~~award vests, the participant is entitled to any dividends ~~paid on~~(or dividend equivalents) for the ~~shares while they were restricted.~~

restricted period.

Outstanding Equity Awards at Fiscal 2014 Year End

The following table provides information on outstanding option and stock awards ~~for~~held as of February 1, 2014 by our named executive ~~officers as of January 29, 2011:~~

Option Awards Stock Awards
Equity
Equity
Incentive
Incentive
Equity Incentive
Plan Awards:
Plan Awards:
Plan Awards:
Market
Number of
Market or
Number of
Number of
Number of
Number of
Value of
Unearned
Payout Value
Securities
Securities
Securities
Shares or
Shares or
Shares,
of Unearned
Underlying
Underlying
Underlying
Units of
Units of
Units or
Shares, Units or
Unexercised
Unexercised
Unexercised
Option
Option
Stock That
Stock That
Other Rights
Other Rights
Options
Options
Unearned
Exercise
Expiration
Have Not
Have Not
That Have
That Have
Name
Exercisable(1) Unexercisable(1) Options Price Date Vested(3) Vested(2) Not Vested(3) Not Vested(2), (3)

Carol Meyrowitz 34,210 34,210 0 $ 35.03 09/08/18 175,000 $ 8,349,250 240,000 $ 11,450,400
31,754 63,506 0 $ 37.74 09/17/19
0 87,410 0 $ 41.13 09/09/20
Ernie L. Herrman 50,000 0 0 $ 21.43 09/07/15 23,188 $ 1,106,299 120,000 $ 5,725,200
63,750 0 0 $ 27.00 09/06/16
60,000 0 0 $ 29.23 09/10/17
45,620 22,810 0 $ 35.03 09/08/18
21,174 42,346 0 $ 37.74 09/17/19
0 58,280 0 $ 41.13 09/09/20
Jeffrey G. Naylor 60,000 0 0 $ 29.23 09/10/17 19,188 $ 915,459 50,000 $ 2,385,500
34,220 17,110 0 $ 35.03 09/08/18
15,884 31,766 0 $ 37.74 09/17/19
0 43,720 0 $ 41.13 09/09/20
Jerome Rossi 35,063 0 0 $ 27.00 09/06/16 14,800 $ 706,108 24,000 $ 1,145,040
44,000 0 0 $ 29.23 09/10/17
34,220 17,110 0 $ 35.03 09/08/18
15,884 31,766 0 $ 37.74 09/17/19
0 43,720 0 $ 41.13 09/09/20
Paul Sweetenham 32,000 0 0 $ 29.23 09/10/17 16,100 $ 768,131 45,000 $ 2,146,950
20,540 10,270 0 $ 35.03 09/08/18
9,534 19,066 0 $ 37.74 09/17/19
0 31,610 0 $ 41.13 09/09/20

officers:


	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable(#)(1)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(#)(3)		Market Value of Shares or Units of Stock That Have Not Vested($)(2)(3)		Equity Incentive Plan Awards:
Name							Option Exercise Price($)		Option Expiration Date						Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)(3)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(2)(3)
Carol Meyrowitz		63,506		0			$	18.870		9/17/19
		116,546		0				20.565		9/09/20
		72,214		36,106				26.555		9/07/21
		21,227		42,453				45.170		9/20/22
		0		55,781				56.720		9/19/23
						—						240,000	$	13,766,400		240,000	$	13,766,400
Ernie Herrman		17,346		0				18.870		9/17/19
		116,560		0				20.565		9/09/20
		60,254		30,126				26.555		9/07/21
		17,714		35,426				45.170		9/20/22
		0		46,552				56.720		9/19/23
						—						135,000		7,743,600		260,000		14,913,600
Michael MacMillan		0		16,320				26.555		9/07/21
		0		19,193				45.170		9/20/22
		0		25,212				56.720		9/19/23
						—						30,000		1,720,800		80,000		4,588,800
Richard Sherr		0		12,420				26.555		9/07/21
		0		19,193				45.170		9/20/22
		0		25,212				56.720		9/19/23
						—						20,000		1,147,200		60,000		3,441,600
Scott Goldenberg		0		5,026				26.555		9/07/21
		5,167		10,333				45.170		9/20/22
		0		19,404				56.720		9/19/23
						—						7,000		401,520		34,000		1,950,240


(1)		All option awards have a ten-year maximum term and vest in equal annual installments over three years, beginning on the first anniversary of the grant date, and upon a change of control and certain employment terminations.

(2)		Market values reflect the closing price of our common stock on the ~~New York Stock Exchange~~NYSE on January ~~28, 2011~~31, 2014 (the last business day of ~~the~~ fiscal ~~year)~~2014), which was ~~$47.71.~~$57.36.

(3)

The stock awards have both service-based and performance-based vesting conditions, except that awards fully vest upon a change of control and, for Ms. Meyrowitz, in the event of her death or disability. The following table shows the performance vesting conditions and scheduled vesting dates for ~~all unvested share awards for~~ our named executive ~~officers~~officers’ unvested performance-based stock awards as of ~~January 29, 2011, subject to satisfaction of the performance- and service-based conditions of the award (and assuming ECC certification of performance):~~February 1, 2014:

Number of

Unvested

Name
Shares Vesting Date(a)

Carol Meyrowitz 150,000 03 /03/11
25,000 03 /03/11
120,000 03 /2012(b)
120,000 03 /2013(b)
Ernie L. Herrman 11,000 03 /03/11
12,188 09 /06/11
30,000 09 /06/12
35,000 09 /06/13
55,000 09 /06/14
Jeffrey G. Naylor 7,000 03 /03/11
12,188 04 /15/11
25,000 04 /15/12
25,000 04 /15/13
Jerome Rossi 7,000 03 /03/11
7,800 09 /06/11
12,000 09 /06/12
12,000 09 /06/13
Paul Sweetenham 7,000 03 /03/11
9,100 09 /06/11
20,000 09 /06/12
25,000 09 /06/13


~~(a)~~ Name	Number of Unvested Shares			Performance Conditions(a)	Vesting Date(b)
Carol Meyrowitz		240,000		Fiscal 2014 MIP (Corporate)	3/04/14
		240,000		Fiscal 2015 MIP (Corporate)	3/15(c)
			~~Each of Ms. Meyrowitz’s stock awards, and each stock award with a vesting date of March 3, 2011, has performance-based~~
Ernie Herrman		25,000		Fiscal 2014 MIP (Corporate)	4/15/14
		110,000		Fiscal 2012-14 LRPIP	9/06/14
		130,000		Fiscal 2013-15 LRPIP	4/15/15
		130,000		Fiscal 2014-16 LRPIP	4/15/16

Michael MacMillan		30,000		Fiscal 2012-14 LRPIP	9/06/14
		40,000		Fiscal 2013-15 LRPIP	4/15/15
		40,000		Fiscal 2014-16 LRPIP	4/15/16

Richard Sherr		20,000		Fiscal 2012-14 LRPIP	9/06/14
		30,000		Fiscal 2013-15 LRPIP	4/15/15
		30,000		Fiscal 2014-16 LRPIP	4/15/16

Scott Goldenberg		7,000		Fiscal 2012-14 LRPIP	9/06/14
		14,000		Fiscal 2013-15 LRPIP	4/15/15
		20,000		Fiscal 2014-16 LRPIP	4/15/16

(a)

Performance-based vesting conditions ~~that would~~will be satisfied if ~~MIP~~ performance under the applicable plan, as certified by the ECC, ~~for the fiscal year immediately preceding the vesting date~~ results in a payout of at least 67% of the ~~corporate MIP~~ target award ~~opportunities and~~payout for the performance period. If the payout is less than 67% for the performance period, a prorated portion of the unvested award will be forfeited. If no payout is achieved for the performance period, the entire unvested award will be forfeited.

(b)

Each of Ms. Meyrowitz’s stock awards has service-based vesting conditions that ~~would~~will be satisfied by continued employment through the end of ~~such~~the fiscal year immediately preceding the vesting date or earlier involuntary ~~termination or termination due to death or disability.~~termination. Each other stock award shown above has performance-based vesting conditions that would be satisfied if LRPIP performance, as certified by the ECC, for the cycle most recently completed prior to the vesting date results in a payout of at least 67% of the LRPIP target award opportunities and service-based vesting conditions that ~~would~~will be satisfied by continued employment through the vesting date. Stock awards scheduled to vest in April 2016 will also remain outstanding and eligible to vest (prorated, if applicable, based on years completed in the LRPIP cycle) in the event of a termination due to death or disability (and, for Mr. Herrman, involuntary termination) prior to the scheduled vesting date.


~~(b)~~(c)		~~March 2012 and March 2013 meetings~~Expected date of ~~the ECC.~~ECC certification of fiscal 2015 MIP performance results.

Option Exercises and Stock Awards Vested during Fiscal ~~2011~~2014

The following table provides information relating to option exercises and performance-based stock award vesting ~~of performance-based restricted stock~~ for our named executive officers during fiscal ~~2011.~~

Option Awards Stock Awards
Number of
Number of

Shares
Value
Shares
Value
Acquired
Realized
Acquired
Realized
on Exercise on Exercise(1) on Vesting on Vesting(2)

Name

Carol Meyrowitz 281,710 $ 4,092,840 150,000 $ 6,705,000
Ernie L. Herrman 77,500 $ 1,794,398 15,938 $ 667,643
Jeffrey G. Naylor 363,750 $ 6,540,191 15,938 $ 737,133
Jerome Rossi 41,250 $ 835,692 10,200 $ 427,278
Paul Sweetenham 34,000 $ 501,575 8,500 $ 356,065

2014.


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise		Value Realized on Exercise(1)		Number of Shares Acquired on Vesting		Value Realized on Vesting(2)
Carol Meyrowitz		0		0		240,000	$	10,843,200
Ernie Herrman		25,000	$	886,974		95,000		4,963,150
Michael MacMillan		61,655		1,906,501		24,000		1,294,080
Richard Sherr		38,049		980,763		30,000		1,617,600
Scott Goldenberg		35,874		1,502,018		7,000		377,440


(1)		Represents the stock price on the ~~New York Stock Exchange on~~NYSE at exercise ~~date~~ minus the option exercise price multiplied by the number of shares acquired on exercise.

(2)

Represents the fair market value of the shares on the vesting date, calculated as the closing stock price on the ~~New York Stock Exchange~~NYSE on vesting ~~date.~~date multiplied by the number of shares vesting.

Pension Benefits

In the U.S., we have a tax-qualified defined benefit plan, or Retirement Plan, and a nonqualified Supplemental Executive Retirement Plan, or SERP. We do not have a policy of granting extra years of credited service for purposes of these plans. Our Retirement Plan was closed to new ~~participants~~hires as of February 1, 2006, although participants employed prior to that date continue to accrue benefits. We have not offered primary SERP benefits to any new participants in ~~a number of~~many years and do not currently intend to do so in the future, although we continue to offer an alternative SERP benefit.

Under our Retirement Plan, participants accrue a benefit payable as an annuity at ~~retirement or, if vested, following an earlier termination of employment. The amount accrued each year once~~retirement. Once participation commences after an initial one-year eligibility period, the amount accrued each year, expressed as a life annuity commencing at age 65, is 1% of eligible compensation (base salary and MIP awards) up to a periodically adjusted limit ($~~94,000~~107,000 in calendar ~~2010~~2013 and ~~$99,000~~$111,000 in calendar ~~2011)~~2014) and 1.4% of eligible compensation in excess of that limit. For years of service in excess of 35, the accrual rate is 1% per year of eligible compensation. Compensation for any year in excess of another periodically adjusted limit, currently ~~$245,000, however,~~$260,000, is disregarded for these purposes. Eligible participants are also entitled to supplemental credits. Benefits under the Retirement Plan generally vest ~~in general,~~ after five years of vesting service. A vested participant who retires or whose employment terminates prior to age 65 with at least ten years of vesting service may elect to receive a reduced annuity benefit commencing at age 55 or later.

Under our SERP, the primary benefit provides participants who retire at or after age 55 with at least ten years of service a benefit equal to the value of an annuity commencing at age 65 providing annual payments up to a maximum of 50% of the participant’s final average earnings, less other employer-provided retirement benefits and social security benefits. ~~This~~Ms. Meyrowitz is the only one of our named executive officers eligible for a SERP primary benefit ~~before offsets, accrues at~~and has accrued the ~~rate of 2.5% of~~full benefit except for any increases related to final average ~~earnings for each year of service not in excess of 20 until age 65. In view of his continued service beyond age 65, Mr. Rossi~~earnings. Under her employment agreement, Ms. Meyrowitz is entitled to ~~additional retirement benefit accruals based on his earnings and service after age 65~~specified interest rate assumptions if more favorable than ~~his~~her primary benefit under existing SERP terms. In determining final average earnings, the primary SERP includes base salary and MIP, but not LRPIP, and uses the highest average of five years over the preceding ten years. ~~The primary SERP benefit is payable in installments, or in certain other forms of actuarially equivalent value.~~ The alternative benefit provides participants whose Retirement Plan benefits are affected by Internal Revenue Code benefit restrictions with the amount of the benefits lost by reason of those restrictions. Participants who are eligible for the primary benefit are eligible to receive the alternative benefit in lieu of the primary benefit if it provides a greater benefit at the time of retirement or other termination of employment.

Benefits under SERP are payable in installments, or in certain other forms of actuarially equivalent value.

Pension Benefits for Fiscal 2014

The following table provides information on pension benefits for our named executive officers eligible for these benefits as of ~~January 29, 2011:~~

Number of
Present
Payments
Years of
Value of
Made During
Credited
Accumulated
Last Fiscal
Name

Plan Name(1)
Service Benefit(2) Year

Carol Meyrowitz(3) Retirement Plan 24 $ 369,760 0
SERP (Primary) 20 $ 12,326,774 0
Jeffrey G. Naylor(3) Retirement Plan 6 $ 107,422 0
SERP (Alternative) 6 $ 379,552 0
Ernie L. Herrman(3) Retirement Plan 20 $ 227,524 0
SERP (Alternative) 20 $ 636,225 0
Jerome Rossi(3) Retirement Plan 14 $ 366,257 0
SERP (Primary) 20 $ 4,968,653 0

February 1, 2014. All of our named executive officers are fully vested in their Retirement Plan and SERP benefits.


Name	Plan Name(1)	Number of Years of Credited Service		Present Value of Accumulated Benefit(2)		Payments Made During Last Fiscal Year
Carol Meyrowitz	Retirement Plan		27	$	575,468		—
	SERP (Primary)		20		21,331,082		—
Ernie Herrman	Retirement Plan		23		376,497		—
	SERP (Alternative)		23		1,622,418		—
Michael MacMillan(3)	Retirement Plan		9		165,098		—
	SERP (Alternative)		9		736,019		—
Richard Sherr	Retirement Plan		20		442,547		—
	SERP (Alternative)		20		828,890		—
Scott Goldenberg	Retirement Plan		19		480,547		—
	SERP (Alternative)		19		491,657		—


(1)		Participants in our Retirement Plan and our alternative SERP benefit program begin to accrue credited service after one year of service with TJX. Participants under our primary SERP benefit began to accrue credited service immediately and are eligible to be credited with a maximum of 20 years of service.

(2)		The underlying valuation methodology ~~and other material assumptions utilized~~used in calculating the present value of the accumulated pension benefits ~~are~~includes post-retirement mortality assumptions based on the 2014 Pension Protection Act Mortality Tables and the other material assumptions disclosed in Note J to our audited financial statements filed with our Annual Report onForm 10-K for fiscal ~~2011.~~2014.

(3)

~~Ms. Meyrowitz,~~ Mr. ~~Naylor, Mr. Herrman and Mr. Rossi are fully vested in their Retirement Plan and SERP benefits. For purposes of SERP, Mr. Rossi receives credit for his~~MacMillan has more than ten years of vesting service based on his prior service with Marshalls prior to its acquisition by TJX. Mr. Sweetenham did not participate in these plans. Instead, he participated in the U.K. retirement plan, which is not included above because it is a defined contribution plan.TJX Canada.

Nonqualified Deferred Compensation Plans

We have an Executive Savings Plan, or ESP, which is a nonqualified deferred compensation plan available to key employees. Under the ESP, our~~U.S.-based~~ named executive officers and other eligible ~~employees~~Associates can elect to defer up to 20% of base salary and up to 100% of any MIP and LRPIP awards and our directors can elect to defer retainers and meeting ~~fees, and ourU.S.-based~~fees. Our named executive officers ~~not~~(other than Ms. Meyrowitz) were eligible ~~for primary SERP benefits (currently Mr. Herrman and Mr. Naylor) are eligible~~during fiscal 2014 to receive matching credits on base salary deferrals of up to 10% of base salary, with an enhanced level of matching credits generally based on the executive’s job level and/or age for a period of up to 15 years. For calendar ~~2010,~~2013, the potential match for ~~Mr. Herrman and Mr. Naylor~~Senior Executive Vice Presidents was 100% of their eligible deferrals and for Executive Vice Presidents age 50 or older was 20% of eligible deferrals, plus, if our MIP performance resulted in a payout of between 90% and 125% of the target corporate award opportunities for fiscal ~~2011,~~2014, an additional match ranging from 50% to 150% of eligible ~~deferrals.~~deferrals for Senior Executive Vice Presidents and an additional match for Executive Vice Presidents age 50 or older ranging from 15% to 50%. These named executive officers earned this additional performance-based match at 150% (for Mr. Herrman, Mr. MacMillan and Mr. Sherr) and 50% (for Mr. Goldenberg) based on fiscal 2014 MIP results. Matching employer credits are 50% vested after five years of plan participation and are 100% vested after ten years of plan participation, at age 55, or upon a change of control or separation from service by reason of death or disability. Eligible participants are also entitled to supplemental employer credits. As of February 1, 2014 all named executive officers with ESP employer credits were fully vested. All amounts deferred or credited to a participant’s account under the ESP are notionally invested in mutual funds or other investments available on the market. Although not required by the ESP, it ishas been our practice to purchase the investments notionally invested under the participants’ accounts ~~thus realizing~~to help meet our future obligations under the ~~actual return of the notional investments.~~

ESP.

Under the ESP, amounts deferred (and earnings on those amounts) are generally distributed following termination of employment unless the participant has elected an earlier distribution date, which may be no earlier than January 1st of the second year following the year of the deferral. Vested employer matching credits (and earnings on those amounts) are distributed before age 55 upon death or separation from service due to disability, at age 55 if a participant has separated for any other reason, or upon a separation from service after age 55. Distributions are generally made in a lump sum payment; however, a participant may elect to be paid in annual installments over a period of not more than ten years in the event that his or her employment terminates after age 55. Amounts vested under the ESP prior to January 1, 2005 (and earnings on those amounts) can be distributed at the participant’s request prior to termination of employment in a lump sum distribution of 85% of the vested account, with the remaining 15% forfeited.

In connection with his prior service with TJX Canada, Mr. ~~Sweetenham,~~MacMillan has participated in the Canadian Executive Savings Plan, or CESP, a ~~resident~~deferred compensation plan for eligible employees of TJX Canada. Under the ~~U.K., is entitled~~CESP, participants can contribute a portion of their base earnings to a trust fund maintained in Canada and receive ~~annual~~notional matching employer credits, including a performance-based match based on MIP results. CESP contributions are invested, and matching credits similar to those provided under the ESP to our eligible U.S.-based named executive officers. Mr. Sweetenham is eligible for matching credits ranging between 50% and 150% on his U.K. retirement plan deferrals of up to 8% of his base salary and 8% of his MIP bonus, for up to 20 years, if performance under MIP for the relevant fiscal year produces a payout of between 90% and 125% of the target corporate award opportunities. Based on our fiscal 2011 corporate MIP performance, although Mr. Sweetenham requested that he receive no MIP bonus, Mr. Sweetenham was eligible for the maximum performance-based match because the ECC determined to treat Mr. Sweetenham as having received and deferred 8% of his corporate MIP bonus for this purpose. Mr. Sweetenham’s deferred compensation benefit is reflected in an account that is an unfunded obligation of TJX UK and isare notionally invested, in mutual funds or other ~~market investments. The vesting, distribution,~~investments available on the market. Mr. MacMillan holds amounts previously deferred under the CESP but was not eligible to make new contributions or receive matching credits under the CESP during fiscal 2014. Mr. MacMillan has a current right to his participant contributions to the CESP (and earnings on those amounts) and ~~other terms of Mr. Sweetenham’s deferred compensation account are designed to follow the terms that apply~~a right to employer ~~credit accounts~~matching credits (and earnings on those amounts) upon termination of ~~our U.S-based named executive officers under the ESP.~~

employment. Distributions of matching credits are generally made in a lump sum or up to ten annual installments.

Through December 31, 2007, we offered eligible key employees ~~including our named executive officers,~~ and directors the opportunity to participate in the General Deferred Compensation Plan, or GDCP, another U.S. nonqualified deferred compensation plan. Ms. Meyrowitz is a vested participant in this plan. Under the GDCP, participants could defer all or a portion of base salary and MIP and LRPIP awards and, in the case of directors, retainers and meeting fees, ~~and be~~which deferrals are credited ~~amounts on deferrals~~with notional interest at an annually adjusted rate based on ~~a rate for~~an average yield of Treasury securities ~~that is adjusted annually.~~during the prior year. For calendar ~~2010,~~2013, this rate was ~~3.28%~~1.74%. No further deferrals were permitted beginning with fiscal 2009 compensation, but previously deferred amounts continue to be credited with notional interest amounts.

Amounts deferred under the GDCP on or after January 1, 2005 (and earnings on those amounts) that had not been distributed prior to January 1, 2009 are distributed under the terms of the ESP, as described above. Amounts deferred under the GDCP prior to January 1, 2005 (and earnings on those amounts credited prior to that date) are distributed in a lump sum at termination of service or upon an event or at a date (no later than the tenth anniversary of termination of service) and in a lump sum or in monthly installments as elected by the participant. Upon a change of control, each participant receives the entire amount credited to his deferred account in a lump sum payment.

Nonqualified Deferred Compensation for Fiscal 2014

The following table provides information on fiscal 2014 nonqualified deferred compensation plans for our named executive ~~officers as of January 29, 2011:~~

Executive
Registrant
Aggregate
Aggregate
Aggregate

Name &
Deferrals in
Matching Credits
Earnings in
Withdrawals/
Balance at

Plan Name
Last FY(1) in Last FY(2) Last FY(3) Distributions Last FYE(4)

Carol Meyrowitz

GDCP $ 0 $ 0 $ 17,655 $ 0 $ 559,405
ESP $ 294,039 $ 0 $ 147,516 $ 0 $ 1,021,371
Jeffrey G. Naylor

GDCP $ 0 $ 0 $ 4,219 $ 0 $ 133,681
ESP $ 151,500 $ 195,776 $ 171,673 $ 0 $ 1,179,465
Ernie L. Herrman

GDCP $ 0 $ 0 $ 0 $ 0 $ 0
ESP $ 98,057 $ 251,649 $ 29,434 $ 0 $ 933,227
Jerome Rossi

GDCP $ 0 $ 0 $ 34,373 $ 0 $ 1,089,105
ESP $ 0 $ 0 $ 0 $ 0 $ 0
Paul Sweetenham
$ 0 $ 178,988 $ 0 $ 0 $ 178,988

officers:


Name and Plan Name	Executive Contributions in Last FY(1)		Registrant Contributions in Last FY(2)		Aggregate Earnings in Last FY(3)		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE(4)
Carol Meyrowitz
GDCP	$	0	$	0	$	10,837	$	0	$	603,113
ESP		295,000		0		243,894		0		2,302,764
Ernie Herrman
ESP		126,000		313,962		236		0		2,337,304
Michael MacMillan
ESP		91,231		227,212		188,971		0		1,699,158
CESP(5)		0		0		53,782		0		350,568
Richard Sherr
ESP		114,346		189,712		346,012		0		2,400,455
Scott Goldenberg
ESP		59,231		41,174		258,216		0		1,548,232


(1)		~~Also~~Reflects notional credits to participant accounts. Amounts are also included as Salary or Non-Equity Incentive Plan Compensation, as applicable, in the Summary Compensation Table. ~~Mr. Sweetenham’s deferrals are made pursuant to the broad-based U.K. retirement plan.~~

(2)

~~Includes~~Reflects notional credits to participant accounts. Amounts include the performance-based matching credits earned under the ESP for fiscal ~~2011.~~2014. The amounts in this column are also included in All Other Compensation column in the Summary Compensation Table.


(3)		Reflects notional market-based earnings on deferrals and other amounts credited to the account of plan ~~participants.~~participants under the ESP and, for Mr. MacMillan, earnings under the CESP as described above. It ishas been our practice to purchase the specified notional investments ~~for deferred compensation ofU.S.-based~~ ~~executives, thus realizing~~under the ~~actual market returns on~~ESP to help meet our future obligations under the ~~notional investments.~~ESP.

(4)		The aggregate balance includes ~~executive~~ deferrals of income for prior fiscal years. ~~Such deferrals for~~Amounts deferred by individuals who were named executive officers for the fiscal ~~years~~year of the ~~deferrals~~deferral were included asin the compensation reported for ~~such~~those individuals in the compensation tables in prior proxy statements. The aggregate balance also includes earnings on amounts deferred and performance-based matching credits earned under the ESP for fiscal ~~2011~~2014 but not credited until after the close of fiscal ~~2011.~~

		2014.

(5)	CESP amounts for Mr. MacMillan are converted from Canadian dollars at the average annual exchange rate of $0.9628 per Canadian dollar.

Potential Payments upon Termination or Change of Control

We believe that providing severance and change of control benefits helps us attract and retain high quality executives and protect our other business interests, as discussed further in “Compensation Discussion and Analysis.”

Potential Payments ~~upon Termination~~ under our Employment ~~Agreements.~~Agreements. Each of our named executive officers ~~during~~in fiscal ~~2011~~2014 was a party to an employment agreement providing for payments in connection with the specified termination ~~of the executive’s employment~~ or a change of control. If, on the last day of fiscal 2011, we had terminated the executive’s employment other than for cause, or if the executive had terminated his or her employment in connection with a forced relocation of more than forty miles (a “constructive termination”), the executive would have been entitled under these agreements to continued base salary and any automobile allowance for twenty-four months (twelve months, in the case of Mr. Sweetenham); cash payments during the severance period in an amount sufficient after taxes to cover the cost of any COBRA continuation of medical benefits elected by our U.S. executives (excluding Mr. Sweetenham); cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, subject to the attainment of the applicable performance goals and adjusted to reflect the executive’s period of service during the year or cycle; equity awards in accordance with their terms (plus, for Ms. Meyrowitz, acceleration of outstanding and unvested stock options as provided under her agreement); and vested and accrued, but unpaid, compensation and benefits. Each executive would also have been entitled to these severance benefits upon termination of employment by reason of death or disability on the last day of fiscal 2011, except that base salary continuation would be adjusted so as not to duplicate any long-term disability benefits received by the executive, and the MIP award described above would be paid at target for the year in which termination occurred and would not be prorated (and Mr. Naylor would also have been entitled to the same MIP award he would have received had his employment been terminated without cause or in a constructive termination). Termination for cause or a voluntary termination (other than a constructive termination) would not entitle the executives to these benefits, other than to the payment of certain already accrued and vested amounts. For purposes of these benefit entitlements, a termination of Ms. Meyrowitz’s employment at the end of the agreement term would have been treated as a termination other than for cause if the parties did not mutually agree to continue her employment, and a termination of employment at the end of the agreement term for Mr. Herrman, Mr. Naylor or Mr. Sweetenham would also have been treated as a termination other than for cause unless we made an offer of continued service in a comparable position, as reasonably determined by the ECC. The employment agreements in effect for Ms. Meyrowitz and Mr. Naylor during fiscal 2011 both had terms that ended on the last day of fiscal 2011, and, in both cases, we agreed prior to the end of the fiscal year to a new employment agreement effective as of the beginning of fiscal 2012.

Under the new or amended employment agreements with Ms. Meyrowitz, Mr. Herrman and Mr. Naylor that became effective in fiscal 2012, the executives are entitled to the same benefits described above upon a termination without cause or constructive termination (with salary continuation for Ms. Meyrowitz determined by reference to her fiscal 2011 salary) or upon a termination due to death or disability (except that Mr. Naylor is no longer entitled to the additional MIP benefit upon such a termination). Upon a voluntary termination with 90 days’ notice during the term of her new agreement, Ms. Meyrowitz is also entitled to the continuation of salary and automobile allowance, and payments to cover the cost of COBRA continuation of health benefits, in each case on the same basis as if she had been involuntarily terminated without cause, as well as prorated LRPIP benefits for any full fiscal years in a cycle that are completed prior to termination.

~~Potential Payments upon Change of Control under our Employment Agreements.~~ ~~If a~~ change of control were to have occurred on the last day of fiscal 2011 (with or without a termination of employment), each named executive officer would have received, in addition to any earned but unpaid MIP and LRPIP awards, a

events generally described below.

•

Termination Other than for Cause or Constructive Termination: If we terminate a named executive officer’s employment other than for cause or the executive terminates employment in connection with a forced relocation of more than forty miles (a “constructive termination”), the executive would be entitled

to twenty-four months (or, for Mr. Goldenberg, fifteen months) of continued base salary and any automobile allowance; cash payments during the same period in an amount sufficient after taxes to cover the cost of any COBRA continuation of health benefits elected by the executive; cash incentive awards under MIP and LRPIP for each uncompleted year or award cycle, to the extent applicable performance goals are met and adjusted to reflect the executive’s period of service during the cycle; and equity awards in accordance with their terms (plus, for Ms. Meyrowitz, acceleration of outstanding and unvested stock options as provided under her agreement). Salary continuation for Ms. Meyrowitz under her employment agreement would continue to be based on her fiscal 2011 salary of $1,575,000 or, if higher, her salary rate in effect at termination. Under his employment agreement, Mr. Herrman would also be entitled to continued vesting of performance-based restricted stock awards granted in fiscal 2014 or later to the extent applicable performance goals are met and prorated, if applicable, based on the completed portion of the performance period.

•

Death or Disability: Upon a termination of employment by reason of death or disability, each named executive officer (or his or her legal representative) would be entitled to the same benefits as are described above, except that salary continuation would be subject to adjustment for any long-term disability benefits and the MIP award would be paid at target without proration.

•

Voluntary Termination: Our named executive officers would not be entitled to these separation benefits upon a voluntary termination (other than a constructive termination), except that if Ms. Meyrowitz voluntarily terminates her employment with 90 days’ notice and prior to a change of control, she would be entitled to salary continuation, automobile allowance, and health coverage-related payments on the same basis as if she had been involuntarily terminated without cause, as well as prorated LRPIP benefits for any full fiscal years in a cycle completed prior to the date of termination.

cash lump sum payment equal to his or her target award and a prorated target award under MIP for the year of the change of control, plus his or her maximum award for each uncompleted LRPIP cycle, plus any benefits (including any acceleration of awards) under the Stock Incentive Plan and TJX’s deferred compensation plans. If the executive’s employment had been terminated by us other than for cause, by the executive for good reason (as defined in the agreement), or by reason of death or disability, in each case within 24 months following a change of control and prior to the end of the term of the agreement, the executive would have been entitled to receive alternative severance benefits under his or her employment agreement instead of the severance benefits described above. The alternative severance benefits consisted of a lump sum severance payment equal to two times the higher of the executive’s base salary immediately prior to termination or the change of control (offset by any long-term disability benefits) plus the value of two years of his or her automobile allowance; and two years of continued participation in medical and life insurance programs (except to the extent of replacement coverage). The employment agreements for Ms. Meyrowitz and Mr. Rossi also would have provided for an alternative lump sum benefit using specified assumptions (including, for Ms. Meyrowitz, assumptions representing early commencement of her benefit) to be payable under SERP upon such a termination.

We would also have been obligated to pay all legal fees and expenses the executive reasonably incurred in seeking enforcement of contractual rights following a change of control. If the executive’s benefits upon a change of control were to result in a “golden parachute” excise tax under the Internal Revenue Code, the executive would not be entitled to any tax~~gross-up~~ ~~payment but would be subject to a reduction in his or her benefits if and to the extent such a reduction would put the executive in a better after-tax position.~~

•

End of Contract Term: For each of our named executive officers, a termination occurring on the last day of the agreement term would be treated as a termination other than for cause unless we make an offer of continued service in a comparable position or, for Ms. Meyrowitz, unless the parties mutually agree to continue her employment.

•

Change of Control: Upon a change of control (with or without a termination of employment), each named executive officer would be entitled to receive a lump sum settlement at target of MIP and LRPIP awards for which the performance period or cycle had not ended, plus any benefits (including any acceleration of awards) under the SIP and our deferred compensation plans. We would also be obligated to pay legal fees and expenses the named executive officer reasonably incurs in seeking enforcement of contractual rights following a change of control.

The events that constitute a change of control under the ~~employment~~ agreements ~~for our named executive officers at~~in effect during fiscal ~~2011 year end~~2014 generally ~~consisted~~consist of the following, subject to the qualifications set forth in those ~~employment~~ agreements: (i) a change of control required to be reported under the Securities Exchange Act of 1934, as amended; (ii) the acquisition of 20% or more of our common stock followed by a change in a majority of our board of directors; (iii) a proxy solicitation or solicitations followed by a change in a majority of our board of directors; and (iv) the execution of certain agreements of acquisition, merger or consolidation followed by consummation of the transactions contemplated by such agreement.

~~Under~~

•

Change of Control Followed by Qualifying Termination: Upon a qualifying termination of employment following a change of control, each named executive officer would be entitled to receive alternative severance benefits instead of the separation-related benefits described above. The alternative severance benefits consist of a lump sum severance payment equal to two times the sum of the executive’s annual base salary, any annual automobile allowance and target MIP award amount; and two years of continued participation in medical and life insurance programs, except to the extent of replacement coverage. For this purpose, base salary and the target MIP amount would be determined by reference to the higher of the executive’s base salary immediately prior to termination or the change of control (other than for Ms. Meyrowitz, for whom base salary would continue to be determined by reference to her fiscal 2011 salary of $1,575,000 if more favorable to her), and base salary would be adjusted for any long-term

disability benefits. Ms. Meyrowitz would also be entitled to a lump sum payment of her vested SERP benefit determined under actuarial assumptions specified in her agreement representing early commencement of her benefit.

A qualifying termination for these purposes includes a termination by us other than for cause, by the ~~new~~executive for good reason (as defined in the agreements), or ~~amended employment agreements with Ms. Meyrowitz, Mr. Herrman and Mr. Naylor that became effective~~a termination by reason of death or disability, in ~~fiscal 2012, the executives are entitled to the same benefits described above~~each case within 24 months following a change of control. A qualifying termination does not include a voluntary termination without good reason.

In addition to amounts described above, the executives would remain entitled to vested and accrued, but unpaid, compensation and benefits (including earned but unpaid amounts under MIP and LRPIP) and to any SIP or deferred compensation benefit as described below. We have reserved the right to determine the extent to which Mr. MacMillan would be entitled to any compensation and benefits under our global mobility program following completion of his assignment with TJX Europe or a termination of employment for any reason. Our named executive officers would not be entitled to any tax gross-up payment for any “golden parachute” excise tax on change of control ~~except that MIP-~~benefits, but payments and ~~LRPIP-based~~benefits to each executive would be reduced if and to the extent such a reduction would have put the executive in a better after-tax position.

Potential Acceleration of Unvested Equity Awards. Under the terms of awards granted under our SIP, each of our named executive officers would be entitled to partial vesting of stock options upon a termination due to death or disability (for options granted more than three months prior to the date of termination) and full vesting of both stock options and stock awards upon a change of control. Ms. Meyrowitz would also be entitled to full vesting of unvested stock awards upon termination of employment by reason of death or disability. In the event of a termination without cause or a constructive termination, Ms. Meyrowitz’s options vest in full and her stock awards remain subject to the satisfaction of the applicable performance conditions but applicable service-based conditions would be deemed satisfied. Each of the executives, other than Ms. Meyrowitz, would be entitled to continued vesting of stock awards granted in April 2013 upon termination of employment by reason of death or disability (and, for Mr. Herrman, in the event of a termination without cause or a constructive termination), to the extent applicable performance goals are met and prorated, if applicable, based on the completed portion of the performance period. Following a termination of employment at the end of fiscal 2014, the executives would have been able to exercise vested options in accordance with applicable post-termination exercise periods in each case in accordance with the terms described above under the Grants of Plan-Based Awards Table.

The following table sets forth aggregate estimated value of the acceleration of unvested equity awards held by each of our named executive officers assuming the triggering events occurred on February 1, 2014, all pursuant to the terms of TJX’s plans and each executive’s awards as in effect on such date. These amounts ~~payable~~are also included in the potential payment table below.


	Triggering Event(1)
	Death/Disability(2)				Termination without Cause(3)				Change of Control(4)
Name	Option Awards		Stock Awards		Option Awards		Stock Awards		Option Awards		Stock Awards
Carol Meyrowitz	$	547,927	$	13,898,400	$	1,665,447	$	13,898,400	$	1,665,447	$	13,898,400
Ernie Herrman		457,182		2,504,450		—		2,504,450		1,389,668		23,000,975
Michael MacMillan		247,677		770,600		—		—		752,836		6,403,300
Richard Sherr		199,227		577,950		—		—		632,696		4,654,200
Scott Goldenberg		87,074		385,300		—		—		293,204		2,381,915

(1)

For purposes of these estimates, we valued performance-based stock awards and stock options using $57.36, the closing price of our common stock on the NYSE on January 31, 2014, the last business day of the fiscal year. We included the full value of all accelerated performance-based stock awards ($57.36 per share), plus the value of any accumulated dividends that would have been paid upon the vesting of such awards, and the spread value ($57.36 per share minus the option exercise price) for all stock options that would have been

accelerated upon a termination of employment (including by reason of death or disability) or change of control. We did not include any amounts in respect of outstanding equity awards that were earned based on service and performance as of February 1, 2014, or that would not have accelerated upon the triggering event. See the Outstanding Equity Awards Table for more information about these equity awards. We further assumed that each executive would satisfy his or her non-competition, non-solicitation, or confidentiality agreements with us following termination.

(2)	Assumes, for executives other than Ms. Meyrowitz, that the performance conditions applicable to the executives’ unvested stock awards granted in April 2013 would have been satisfied.

(3)	Assumes that the performance conditions applicable to Ms. Meyrowitz’s unvested stock award and Mr. Herrman’s unvested stock award granted in April 2013 would have been satisfied.

(4)	Assumes that all awards would have been cashed out at closing, and that any change of control would have qualified as a “change in control event” under Section 409A of the Internal Revenue Code (Section 409A).

Potential Acceleration of Unvested Deferred Compensation. As noted above under “Nonqualified Deferred Compensation Plans,” any unvested employer credit accounts under the ESP also vest in full upon a change of control ~~would only include a lump sum settlement at target~~or termination of ~~MIP and LRPIP awards for which the performance period~~employment due to death or cycle had not ended, in addition to payment of any unpaid but earned amounts under those programs. In addition, the alternative severance benefits under the new or amended agreements are payable upon any qualifying termination within 24 months following the change of control (without regard to the scheduled term of the agreement) and would include a lump sum severance payment equal to two times the sum of the executive’s annual base salary, target MIP award amount and annual automobile allowance. For this purpose, the executive’s base salary would be adjusted so as not to duplicate any long-term disability benefits and would be determined, in the case of Ms. Meyrowitz, by reference to her fiscal 2011 salary rate, or, in the case of Mr. Herrman and Mr. Naylor, by reference to the higher of the executive’s base salary immediately prior to termination or the change of control.

disability.

Related Provisions. Each named executive officer agreed to non-solicitation and non-competition provisions that operate during the term of employment and ~~during~~for twenty-four months thereafter (or, in the ~~applicable severance period thereafter,~~case of Mr. Goldenberg’s non-competition provision, for fifteen months thereafter), and to confidentiality provisions during and after employment. Benefits under the employment agreements and SERP, as well as benefits attributable to the enhanced employer match for Senior Executive Vice Presidents under the ESP, ~~and Mr. Sweetenham’s deferred compensation benefit,~~ are also conditioned on compliance with restrictive ~~covenants, except that upon~~covenants. Upon a change of control, ~~the~~our named executive isofficers would no longer be subject to any covenant not to compete following a termination of employment.

~~As described under~~ In accordance with TJX policy regarding expatriate and tax equalization benefits, TJX has the ~~“Grants~~discretion to require repayment by Mr. MacMillan of ~~Plan-Based Awards in Fiscal 2011” table above, under the terms~~all or a portion of ~~awards granted under our SIP, each executive would be entitled to full vesting~~his assignment-related benefits if he resigns before completion of ~~unvested stock awards and stock options upon a change of control, partial vesting of stock options upon a termination of~~his assignment with TJX Europe, if his employment ~~due to death~~

or disability more than three months after the options were granted, continued vesting of outstanding stock options upon retirement if the applicable age and service requirements are met, and certain extended post-termination exercise periods in the event of death or disability or upon a qualifying retirement. Ms. Meyrowitz would also be entitled to full vesting of her unvested stock awards upon death or disability. In the event of a termination of employment by us other thanis terminated for cause, ~~Ms. Meyrowitz’s stock options would vest in full and her stock awards would remain subject~~or if he fails to the satisfaction of the applicable performance conditions but the applicable service-based conditions would be deemed satisfied. For certain stock awards held by other named executive officers as described above under “Outstanding Equity Awards at Fiscal Year End,” the applicable service-based conditions would be deemed satisfied upon an involuntary termination or termination due to death or disability. As noted above under “Nonqualified Deferred Compensation Plans,” employer credit accounts under the ESP, and the employer credit account established for Mr. Sweetenham, would also vest in full upon a change of control or termination of employment due to death or disability.

comply with restrictive covenants.

The agreements and plans include terms designed to comply with the deferred compensation provisions of Section 409A, ~~of the Code,~~ including provisions that would delay certain termination-related benefits for six months beyond termination of employment and alternative payment provisions that could apply in connection with a change inof control not described in Section 409A.

The following table sets forth aggregate estimated payment obligations to each of our named executive officers, assuming that the triggering events had occurred on ~~January 29, 2011,~~February 1, 2014, all pursuant to the terms of TJX’s plans and each executive’s employment agreement as in effect on such ~~date:~~

Triggering Event /Payments(1)
C. Meyrowitz E. Herrman J. Naylor J. Rossi P. Sweetenham(2)

Death /Disability
Severance $ 3,150,000 $ 2,000,000 $ 1,580,000 $ 1,490,000 $ 850,000
MIP and LRPIP(3) 3,083,333 1,391,564 1,125,511 740,145 1,157,997
Acceleration of Unvested Option Awards 360,289 240,229 180,203 180,203 112,736
Acceleration of Unvested Stock Awards 11,450,400 0 0 0 0
Acceleration of Unvested Employer Credit Account(5) 0 0 181,652 0 183,548
Medical Benefits 26,375 37,180 31,374 37,180 0
Automobile Benefit 71,808 71,808 71,808 71,808 35,904

Total $ 18,142,205 $ 3,740,781 $ 3,170,548 $ 2,519,336 $ 2,340,185

Termination without Cause /Constructive Termination
Severance $ 3,150,000 $ 2,000,000 $ 1,580,000 $ 1,490,000 $ 850,000
MIP and LRPIP(3) 1,508,333 750,000 700,000 375,000 700,000
Acceleration of Unvested Option Awards 1,642,095 0 0 0 0
Acceleration of Unvested Stock Awards(4) 11,450,400 0 0 0 0
Medical Benefits 26,375 37,180 31,374 37,180 0
Automobile Benefit 71,808 71,808 71,808 71,808 35,904

Total $ 17,849,011 $ 2,858,988 $ 2,383,182 $ 1,973,988 $ 1,585,904

Change of Control
MIP and LRPIP $ 7,725,000 $ 3,608,127 $ 2,951,021 $ 1,855,290 $ 3,015,994
Acceleration of Unvested Option Awards 1,642,095 1,094,903 821,339 821,339 528,305
Acceleration of Unvested Stock Awards 11,450,400 6,350,339 3,001,489 1,533,738 2,610,961
Acceleration of Unvested Employer Credit Account(5) 0 0 181,652 0 183,548
Reduction to Maximize After-Tax Benefits(6) 0 0 0 0 (168,119 )

Total $ 20,817,495 $ 11,053,369 $ 6,955,501 $ 4,210,367 $ 6,170,689

Change of Control followed by Qualifying Termination
Severance $ 3,150,000 $ 2,000,000 $ 1,580,000 $ 1,490,000 $ 1,700,000
MIP and LRPIP 7,725,000 3,608,127 2,951,021 1,855,290 3,015,994
SERP Enhancement(5) 4,607,018 0 0 0 0
Acceleration of Unvested Option Awards 1,642,095 1,094,903 821,339 821,339 528,305
Acceleration of Unvested Stock Awards 11,450,400 6,350,339 3,001,489 1,533,738 2,610,961
Acceleration of Unvested Employer Credit Account(5) 0 0 181,652 0 183,548
Medical/Life Insurance 24,070 30,668 28,173 32,938 8,940
Automobile Benefit 67,694 67,694 67,694 67,694 67,694
Reduction to Maximize After-Tax Benefits(6) (484,302 ) (22,468 ) 0 0 0

Total $ 28,181,975 $ 13,129,263 $ 8,631,368 $ 5,800,999 $ 8,115,442

date.


Triggering Event and Payments(1)	C. Meyrowitz		E. Herrman		M. MacMillan		R. Sherr		S. Goldenberg
Death/Disability
Severance	$	3,150,000	$	2,520,000	$	1,840,000	$	1,540,000	$	750,000
MIP/LRPIP(2)		3,637,501		2,234,001		1,201,770		852,603		629,488
Acceleration of Unvested Equity Awards(3)		14,446,327		2,961,632		1,018,277		777,177		472,374
Health, Life, and/or Automobile Benefits		107,742		121,439		107,742		121,439		74,825

Total(5)	$	21,341,570	$	7,837,072	$	4,167,789	$	3,291,219	$	1,926,687


Voluntary Termination with 90 Days’ Notice
Severance	$	3,150,000	$	—	$	—	$	—	$	—
LRPIP(2)		1,425,000		—		—		—		—
Health, Life, and/or Automobile Benefits		107,742		—		—		—		—

Total	$	4,682,742	$	—	$	—	$	—	$	—


Termination without Cause/Constructive Termination
Severance	$	3,150,000	$	2,520,000	$	1,840,000	$	1,540,000	$	750,000
MIP/LRPIP(2)		1,425,000		1,100,000		700,000		433,333		333,333
Acceleration of Unvested Equity Awards(3)		15,563,847		2,504,450		—		—		—
Health, Life and/or Automobile Benefits		107,742		121,439		107,742		121,439		74,825

Total	$	20,246,589	$	6,245,889	$	2,647,742	$	2,094,772	$	1,158,158


Change of Control
Settlement of MIP/LRPIP	$	2,875,000	$	2,200,000	$	1,400,000	$	900,000	$	700,000
Acceleration of Unvested Equity Awards(3)		15,563,847		24,390,643		7,156,136		5,286,896		2,675,119

Total	$	18,438,847	$	26,590,643	$	8,556,136	$	6,186,896	$	3,375,119


Change of Control followed by Qualifying Termination
Change of Control Benefits (see above)	$	18,438,847	$	26,590,643	$	8,556,136	$	6,186,896	$	3,375,119
Severance		7,575,000		4,788,000		2,852,000		2,387,000		1,800,000
Deferred Compensation Enhancement(4)		6,972,820		—		—		—		—
Health, Life, and/or Automobile Benefits		112,265		119,151		112,265		119,151		112,265

Total(5)	$	33,098,932	$	31,497,794	$	11,520,401	$	8,693,047	$	5,287,384


(1)		We used the following assumptions to calculate the payments set forth in the table:


	•	We assumed in each case that termination is not for cause; the executive does not violate his or her non-competition, non-solicitation, or confidentiality agreements with us following termination; the executive does not receive medical or life insurance coverage from another employer within the relevant severance periods; and the executive does not incur legal fees requiring reimbursement from us. We also assumed that any change of control would have qualified as a “change in control event” under Section 409A of the Internal Revenue Code.

37We assumed in each case that the termination was not for cause; the executive does not violate his or her non-competition, non-solicitation, confidentiality or other obligations to us following termination; the executive receives COBRA continuation of medical coverage for up to 18 months but does not receive medical or life insurance coverage from another employer within the relevant periods; and the executive does not incur legal fees requiring reimbursement from us. We also assumed that any change of control would have qualified as a “change in control event” under Section 409A.

For health care benefits, we estimated an amount sufficient after taxes to cover the cost of continuation of medical coverage based on the COBRA rates in effect as of February 1, 2014 and assumed, in the case of a qualifying termination following a change of control, that employee contributions for medical coverage will continue at rates in effect as of February 1, 2014.

In the case of payments following termination by reason of disability, the amounts shown assume salary continuation and/or long-term disability payments, coordinated to avoid duplication.


	•	We valued performance-based restricted stock and stock options using the closing price of our common stock on the New York Stock Exchange on January 28, 2011, the last business day of the fiscal year, which was $47.71 per share. We included the full value of all accelerated performance-based restricted stock awards ($47.71 per share), plus the value of any accumulated dividends that would be paid upon the vesting of such stock, and the spread value ($47.71 per share minus the option exercise price) for all stock options that are accelerated upon a termination of employment (including by reason of death or disability) or change of control. In the case of a change of control (with or without a termination), we assumed that all such awards would be cashed out at closing. See the table titled “Outstanding Equity Awards at Fiscal Year End” for information regarding unvested stock and option awards.

	•	We used the same assumptions for health care benefits that we used for our financial reporting under U.S. generally accepted accounting principles. We assumed COBRA continuation for 18 months in the event that an executive (other than Mr. Sweetenham) would be contractually entitled to payments based on the cost of such coverage following a termination of employment.

	•	~~In the case of payments following termination by reason of disability, the amount of severance shown assumes salary continuation and/or long-term disability payments, coordinated to avoid duplication.~~

We did not include any amounts in respect of accrued but unpaid base salary or benefits, any amounts in respect of bonuses under MIP and LRPIP for performance periods ending on ~~January 29, 2011~~February 1, 2014 that were

earned but remained unpaid as of that date or, for Mr. MacMillan, any amounts ~~in respect of outstanding~~under our global mobility program. For additional assumptions applicable to equity awards, ~~that either~~see “Potential Acceleration of Unvested Equity Awards” above. In addition to the SERP benefits described in footnote 4 of this table, our named executive officers were ~~earned based on performance as of January 29, 2011 but that were not settled, or that would not have accelerated upon the triggering event.~~

eligible for benefits described above under “Pension Benefits” and “Nonqualified Deferred Compensation Plans.”


(2)		Amounts denominated in pounds sterling and payable to Mr. Sweetenham were converted to U.S. dollars using $1.5860 per pound, which was the exchange rate in effect on January 28, 2011 (the last business day of the fiscal year). For payments that by their terms are made by reference to U.S. dollar amounts and that would otherwise be converted into pounds sterling upon or prior to payment to Mr. Sweetenham, amounts were determined using the U.S. dollar amounts.

~~(3)~~		The amount, for each executive, includes a prorated award for each LRPIP cycle ending after ~~January 29, 2011,~~February 1, 2014, based on the ~~number of months~~portion of the cycle completed as of ~~January 29, 2011 over 36~~February 1, 2014 and assuming target performance, plus, in the event of termination due to death or disability, the target MIP award for fiscal ~~2011.~~2014. Proration for purposes of the LRPIP amount would have been determined based on the number of completed months of the cycle or, in the event of Ms. Meyrowitz’s voluntary termination with 90 days’ notice, completed years in the cycle.

(3)	See “Potential Acceleration of Unvested Equity Awards” above for additional detail about these amounts.

(4)		~~The amount assumes that the applicable performance conditions are satisfied with respect to Ms. Meyrowitz’s unvested stock awards.~~

~~(5)~~		For Mr. Herrman, Mr. Naylor and Mr. Sweetenham, the amount represents any unvested portion of the executive’s employer credit account under the ESP (or, for Mr. Sweetenham, under the terms of his supplemental benefit in the U.K.) that would vest upon a change of control or termination due to death or disability. For Ms. Meyrowitz, ~~and Mr. Rossi,~~ the ~~amounts represent~~amount represents the estimated value of any enhancement under our SERP using the actuarial assumptions specified in ~~their~~her employment ~~agreements~~agreement in the case of a qualifying termination following a change of control.

(5)	In ~~addition to these benefits payable under our ESP and SERP and reflected in~~ the ~~table above,~~event of death on February 1, 2014, the beneficiaries of our named executive officers ~~are eligible for the other benefits described in the sections titled “Pension Benefits” and “Nonqualified Deferred Compensation Plans” and, like other participants in such plans,~~ would bealso have been entitled to ~~benefits~~the following amounts under ~~those plans in accordance with their terms.~~

~~(6)~~		~~In the case of a change of control (both with~~our management- and ~~without a termination), we estimated the mandatory reductions to benefits that would apply in order to maximize the executive’s benefit afterchange-of-control~~ ~~excise~~executive-level life insurance programs: $520,000 for Mr. Herrman; $1,075,000 for Mr. MacMillan and $975,000 for each other ~~taxes. In estimating~~named executive officer. Company-paid amounts for these ~~tax consequences~~programs are included and ~~corresponding payment reductions, we assumed that all outstandingin-the-money~~ stock options are cashed out at their spread value ($47.71 per share minus the option exercise price); all performance-based restricted stock awards are cashed out at full value ($47.71 per share); and,described above under ~~special rules~~All Other Compensation for calculating the amount of each parachute payment (including those determined under the above assumptions) that is treated as contingent upon a change of control, only a portion of the value of stock options, performance-based stock awards with performance periods ending on January 29, 2011, accumulated cash dividends with respect to suchfiscal 2014.

Although certain amounts in the tables above are subject to reduction if, as a result of change-of-control excise and other taxes, a reduction is needed to maximize an executive’s after-tax benefits, we determined that no mandatory reduction to benefits would apply in the case of a change of control (both with and without a qualifying termination) occurring on February 1, 2014. For purposes of this determination, we assumed that all equity awards would have been cashed out at closing in the amounts described above under “Potential Acceleration of Unvested Equity Awards”; that only a portion of the value of stock options, performance-based stock awards with performance periods ending on February 1, 2014, accumulated cash dividends with respect to such stock awards, and certain other payments, would have been treated as contingent upon a change of control; and that none of the payments would be exempt under a special rule for reasonable compensation or treated as contingent upon a change of control under a special presumption applicable to agreements entered into or amendments made during fiscal 2014.

DIRECTOR COMPENSATION


		stock awards, and certain other payments, is taken into account. These figures also assume that none of the parachute payments is exempt under a special rule for reasonable compensation, and that no payment will be treated as contingent upon a change of control under a special presumption applicable to agreements entered into or amendments made during fiscal 2011. Finally, for purposes of these estimates, we assumed that Mr. Sweetenham, a resident of the U.K., would have been subject to U.S. federal tax in the same manner and at the same rate as we assume for our U.S. named executive officers, and that Mr. Sweetenham’s safe harbor for purposes of the “golden parachute” rules would have been determined by reference to his average U.K. taxable earnings and benefits converted from pounds sterling to U.S. dollars using the exchange rate in effect on the last day of each calendar year.

~~Compensation of Directors~~

For fiscal ~~2011, we paid all of~~2014, our non-employee directors ~~as follows:~~


	•	~~Annual retainer of $50,000 for each director.~~

	•	~~Additional annual retainer of $10,000 for each Committee chair.~~

	•	~~Additional annual retainer of $70,000 for the Lead Director.~~

	•	~~Fee of $1,500 for each Board meeting attended (each day of a multiple day Board meeting is treated as a separate Board meeting with respect to this fee).~~

	•	Fee of $2,000 for each Committee meeting attended as a Committee member or $2,500 for each regularly scheduled Committee meeting attended as Committee chair (other than, in each case, the Executive Committee).

	•	~~Two annual deferred stock awards, each representing shares of our common stock valued at $50,000.~~

~~In fiscal 2011, PM&P advised the Corporate Governance Committee with respect~~were entitled to the ~~compensation~~following payments:

Annual retainer of ~~our directors. With~~$50,000.

Additional annual retainer of $10,000 for each Committee chair.

Additional annual retainer of $70,000 for the ~~advice~~Lead Director.

Fee of ~~PM&P, and upon~~$1,500 for each Board meeting attended (each day of a multiple day Board meeting is treated as a separate Board meeting).

Fee of $2,000 for each Committee meeting attended as a Committee member or $2,500 for each regularly scheduled Committee meeting attended as Committee chair (other than, in each case, the ~~recommendation of the Corporate Governance Committee, the Board of Directors increased the amount of each~~Executive Committee).

Two annual deferred stock ~~award to $62,500, effective January 30, 2011.~~ awards, each representing shares of our common stock valued at $70,000.

Payment of fees for attendance at special meetings of the Board or committees is at the discretion of the Chairman of the Board or the Lead Director, taking into consideration such matters as deemed relevant by the Chairman of the Board or the Lead Director, as applicable, such as the length of the meeting and preparation time required. Employee directors ~~will~~do not receive separate compensation for their service as directors. ~~The~~Members of the Executive Committee ~~does~~do not receive the committee-specific compensation. Directors are reimbursed for customary expenses for attending Board and committee meetings. The deferred stock awards (and deferred dividends on those awards) are granted under our SIP. One of the deferred stock awards vests immediately and is payable with accumulated dividends in stock at the earlier of separation from service as a director or change of control. The second award vests based on service as a director until the annual meeting next following the award, and is payable with accumulated dividends in stock upon vesting or, if an irrevocable advance election is made, at the same time as the first award. In the event that a non-employee director separates from service as a director prior to vesting in the second award, ~~such~~that award will be forfeited.

During fiscal 2014, the Board approved changes to the director compensation program, effective for fiscal 2015, which eliminated regular meeting attendance fees, increased the annual and committee chair retainers and added a retainer for committee members (other than the chair).

Our non-employee directors are eligible to defer their retainers and fees under the ESP but are not eligible for matching credits. Amounts deferred by directors under the ESP are notionally invested in mutual funds or other ~~investments available on the market.~~market investments. Participating non-employee directors may select a distribution date earlier than retirement from the Board, but no earlier than January 1st of the second year following the year of the deferral. During fiscal 2014, Mr. Bennett and Ms. Shire deferred amounts under the ESP. Prior to January 1, 2008, our non-employee directors were eligible to defer their retainers and fees in our GDCP, under which amounts deferred earn interest at a periodically adjusted market-based rate. Amounts deferred under the GDCP on or after January 1, 2005 will be distributed under the terms of the ESP, as described above. Amounts deferred under the GDCP prior to January 1, 2005 will be paid on leaving the Board. Mr. Bennett and Ms. Shire currently participate in the GDCP. We do not provide retirement or insurance benefits ~~for~~to our non-employee directors.

The following table provides information concerning compensation for our non-employee directors for fiscal ~~2011.~~2014. Compensation for Mr. Cammarata as an employee and executive officer of TJX for fiscal ~~2011~~2014 is included below, although it is our policy that employee directors are not paid additional compensation for their

service as directors. Ms. Meyrowitz’s compensation is shown above in the Summary Compensation Table with that of the other named executive officers.

Change in

Position Value and

Nonqualified

Fees Earned
Non-Equity
Deferred

or Paid
Stock
Options
Incentive Plan
Compensation
All Other

Name
in Cash Awards(1),(2) Awards(2) Compensation Earnings Compensation Total

José B. Alvarez $ 94,750 $ 104,585 $ 199,335
Alan M. Bennett $ 81,250 $ 104,585 $ 185,835
David A. Brandon $ 98,500 $ 109,857 $ 208,357
Bernard Cammarata $ 500,000 (3) — $ 17,273 (4) $ 40,803 (5) $ 558,076
David T. Ching $ 91,250 $ 104,312 $ 195,562
Michael F. Hines $ 102,500 $ 105,120 $ 207,620
Amy B. Lane $ 100,000 $ 106,164 $ 206,164
John F. O’Brien $ 149,250 $ 110,861 $ 260,111
Robert F. Shapiro(6) $ 33,646 $ 16,459 $ 50,105
Willow B. Shire $ 101,750 $ 110,904 $ 212,654
Fletcher H. Wiley $ 91,250 $ 116,186 $ 207,436

Directors Compensation for Fiscal 2014


Name	Fees Earned or Paid In Cash				Stock Awards(1)(2)			Option Awards(2)		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings				All Other Compensation				Total
Zein Abdalla		$	69,250			$	141,811		—		—			—				—			$	211,061
José B. Alvarez			88,250				155,257		—		—			—				—				243,507
Alan M. Bennett			94,000				155,257		—		—			—				—				249,257
Bernard Cammarata			500,000	(3)			—		—		—		$	72,757	(4)		$	42,955	(5)			615,712
David T. Ching			85,250				150,728		—		—			—				—				235,978
Michael F. Hines			97,750				156,319		—		—			—				—				254,069
Amy B. Lane			98,500				155,234		—		—			—				—				253,734
Dawn Lepore			41,668				140,000		—		—			—				—				181,668
John F. O’Brien			138,750				163,740		—		—			—				—				302,490
Willow B. Shire			92,250				163,825		—		—			—				—				256,075


(1)		~~Represents~~For non-employee directors, reflects the grant date fair value of annual deferred share awards totaling ~~$100,000~~$140,000 and annual credits ~~for~~of additional deferred shares in the amount of dividends accrued on deferred shares.

(2)

The following table shows the number of ~~outstanding~~ shares ~~of deferred~~subject to outstanding stock awards and ~~the number of outstanding shares underlying~~ option awards offor our directors as of ~~January 29, 2011 other~~February 1, 2014 (other than Ms. Meyrowitz, whose outstanding equity awards are shown with the named executive officers ~~above:~~above):

Outstanding
Outstanding
Name
Stock Awards(a) Option Awards(b)

José B. Alvarez 11,258 0
Alan M. Bennett 11,258 0
David A. Brandon 21,709 0
Bernard Cammarata 0 0
David T. Ching 9,068 0
Michael F. Hines 12,318 0
Amy B. Lane 13,564 7,956
John F. O’Brien 22,051 12,000
Willow B. Shire 22,136 48,000
Fletcher H. Wiley 34,257 0


Name	Outstanding Stock Awards(a)		Outstanding Option Awards(b)
Zein Abdalla		5,013		—
José B. Alvarez		34,249		—
Alan M. Bennett		34,249		—
Bernard Cammarata		—		—
David T. Ching		23,389		—
Michael F. Hines		36,437		—
Amy B. Lane		32,676		8,500
Dawn Lepore		2,807		—
John F. O’Brien		50,205		—
Willow B. Shire		50,380		24,000


(a)		~~1,084~~1,404 deferred shares for each non-employee director were unvested as of the end of fiscal 2014 and are ~~unvested and will~~scheduled to vest on the ~~date of~~day before the ~~2011~~2014 Annual Meeting.


(b)		All options were granted with an exercise price equal to the closing price on the ~~New York Stock Exchange~~NYSE on the date of grant, have a ten-year term, vest after one year or upon a change of control, and remain exercisable for the lesser of the term of the option or up to five years after cessation of Board service. ~~Such options terminate upon death, except that upon~~Upon death within the last year of such five-year period, options remain exercisable for one year following ~~death.~~death or until the earlier term of the option. Stock option grants for non-employee directors were eliminated in June 2006.


(3)		Represents Mr. Cammarata’s salary under his employment ~~agreement.~~agreement earned in fiscal 2014.

(4)		Represents the increase in the actuarial present value of Mr. Cammarata’s accumulated benefit obligations under our retirement plan. Non-employee directors do not receive retirement benefits. We do not pay above-market or preferential earnings on deferred compensation.

(5)		~~Reflects~~Consists of an automobile benefit of ~~$35,904 and~~$35,904; a matching contribution under our 401(k) plan of ~~$4,899.~~

~~(6)~~		~~Mr. Shapiro did not stand~~$4,463; payment of $1,088 in lieu of participation in our management life insurance program and reimbursement for ~~re-election in June 2010.~~financial planning of $1,500.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board of Directors has appointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending January ~~28, 2012.~~31, 2015. PwC has been retained as the Company’s independent registered public accounting firm since 1962. We are asking stockholders to ratify ~~this~~PwC’s appointment. Representatives of PwC will attend the Annual Meeting, where they will have the opportunity to make a statement if they wish to do so and will be available to answer questions from the stockholders.

Your Board of Directors unanimously recommends a vote FOR Proposal 2, Ratification of Appointment of Independent Registered Public Accounting Firm.

PROPOSAL 3

ADVISORY ~~VOTE ON~~APPROVAL OF EXECUTIVE COMPENSATION

The Compensation Discussion and Analysis beginning on page 1417 of this Proxy Statement describes our executive compensation program and the compensation of our named executive officers for fiscal ~~2011.~~2014. The Board of Directors, as required pursuant to Section 14A of the Securities Exchange Act, is asking ~~shareholders~~stockholders to cast a non-binding, advisory vote indicating their approval of that compensation by votingFORthe following resolution:

“RESOLVED, that the ~~shareholders~~stockholders of The TJX Companies, Inc. APPROVE, on an advisory basis, the compensation paid to its named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

As described in more detail in the Compensation Discussion and Analysis, we have a total compensation approach focused on performance-based incentive compensation that seeks to:

attract and retain very talented individuals in the highly competitive retail environment,

maintain an extremely high talent level in our company and provide for succession broadly across our management team,


	•	attract and retain very talented individuals in the highly competitive retail environment, maintaining an extremely high talent level in our company and providing for succession broadly across our management,

	•	~~reward objectively determinable achievement of the short- and long-term financial objectives reflected in our business plans, and~~

	•	~~enhance shareholder value by directly aligning the interests of our executives and shareholders.~~

reward objective achievement of the short- and long-term financial objectives based on core business goals, and

enhance shareholder value by directly aligning the interests of our Associates and stockholders.

The Board is asking stockholders to support this proposal. We believe TJX’s performance demonstrates the effectiveness of our compensation program.

~~The Board is asking shareholders~~ We received a strong supporting vote in the past three years (more than 97% of votes cast) expressing support for our compensation policies and practices and believe our program continues to ~~support this proposal.~~be effective. We continue to focus on pay for performance in our compensation program, as described in the Compensation Discussion and Analysis, which we encourage you to review. Although the vote we are asking you to cast is non-binding, the ~~Executive Compensation Committee~~ECC and the Board value the views of our ~~shareholders as expressed in their votes. The~~stockholders. As with past years, the Board and Executive Compensation Committee will consider the outcome of ~~the~~this vote when determining future compensation arrangements for our named executive officers.

Our Board of Directors currently intends to conduct an annual advisory stockholder vote on executive compensation each year until the next advisory vote on the frequency of our say on pay advisory votes is held, which will be no later than the annual meeting of stockholders in 2017.
Your Board of Directors unanimously recommends a vote FOR Proposal 3, Advisory ~~Vote~~Approval of Executive Compensation.
50
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information as of February 1, 2014 with respect to our equity compensation plans:
Plan Category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights(a) Weighted-average
exercise price of
outstanding options,
warrants and rights(b) Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column(a)) (c)
Equity compensation plans approved by security holders
32,628,082    $ 28.30    45,585,612
Equity compensation plans not approved by security holders(1)
N/A    N/A    N/A

Total
32,628,082    $ 28.30    45,585,612

(1) We use one equity compensation plan, the Stock Incentive Plan (or SIP), which was most recently approved by shareholders in 2013.

For additional information concerning our equity compensation plan see Note I to our consolidated financial statements included in our Annual Report on ~~Executive Compensation.~~

Form 10-K.

~~PROPOSAL 4~~

~~ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES~~

~~In Proposal 3, we are asking shareholders to cast an advisory vote on TJX’s executive compensation program. That advisory vote is referred to as a“say-on-pay”~~ ~~vote. In this Proposal 4, we are asking shareholders to cast an advisory vote on how frequently we should havesay-on-pay~~ ~~votes in the future. Shareholders may vote whether to holdsay-on-pay~~ votes every one, two or three years; shareholders also have the option to abstain from voting on this matter. The interval selected by the highest number of votes cast will be the recommendation of the shareholders.

~~The Board believes at this time thatsay-on-pay~~ ~~votes should be held annually. Although this advisory vote on frequency is not binding on TJX’s Board of Directors, the Board values shareholder views as to what~~

~~is an appropriate frequency for advisory votes on executive compensation, and welcomes the shareholders’ recommendation on this question.~~

~~Your Board of Directors recommends that shareholders vote for the one-year option in Proposal 4 as the frequency for the Advisory Vote on Executive Compensation.~~

VOTING REQUIREMENTS AND PROXIES

The nominees receiving a majority of votes properly cast at the meeting will be elected directors. All other proposals require the approval of the majority of votes properly cast.

If you vote your shares by mail, telephone or Internet, your shares will be voted in accordance with your directions. If you do not indicate specific choices when you vote by mail, telephone or Internet, your shares will be voted for the election of the director nominees (Proposal 1), for the ratification of the appointment of the independent registered public accounting firm ~~to approve Proposal 3 (Advisory Vote on Executive Compensation)~~(Proposal 2), and ~~in favor~~for the advisory approval of ~~the one-year option on Proposal 4 (Advisory Vote on Frequency of Executive Compensation Advisory Votes)~~our executive compensation (Proposal 3). The persons named as proxies will also be able to vote your shares at postponed or adjourned meetings. If any nominee should become unavailable, your shares will be voted for another nominee selected by the Board or for only the remaining nominees. Brokers are not permitted to vote your shares on any matter other than ~~Proposal 2 (Ratification~~the ratification of the ~~Independent Registered Public Accounting Firm).~~appointment of the independent registered public accounting firm (Proposal 2) without instruction from you. If your shares are held in the name of a broker or nominee and you do not instruct the broker or nominee how to vote your shares with respect to the election of ~~directors,~~ the ~~Advisory Vote on Executive Compensation~~director nominees (Proposal 1) or ~~the Advisory Vote on the Frequency of Executive Compensation Advisory Votes~~Proposal 3, or if you abstain or withhold authority to vote on any matter, your shares will not be counted as having been voted on that matter, but will be counted as in attendance at the meeting for purposes of a quorum.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

A stockholder who intends to present a proposal at the ~~2012~~2015 Annual Meeting of Stockholders and who wishes the proposal to be included in ~~the~~our proxy materials for that meeting must submit the proposal in writing to us so that we receive it no later than December ~~29, 2011.~~25, 2014. A stockholder who intends to present a proposal at the ~~2012~~2015 Annual Meeting of Stockholders but does not wish the proposal to be included in ~~the~~our proxy materials for that meeting must provide written notice of the proposal to us no earlier than February ~~14, 2012~~10, 2015 and no later than March ~~16, 2012.~~12, 2015. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Our by-laws, which are

available aton our website, www.tjx.com,, describe the requirements for submitting proposals at the Annual Meeting. A stockholder who wishes to nominate a director at the ~~2012~~2015 Annual Meeting must notify us in writing no earlier than February ~~14, 2012~~10, 2015 and no later than March ~~16, 2012.~~12, 2015. The notice must be given in the manner and must include the information and representations required by our by-laws.

OTHER MATTERS

At the time of mailing of this proxy, we do not know of any other matter that may come before the Annual Meeting and do not intend to present any other matter. However, if any other matters properly come before the meeting or any adjournment, the persons named as proxies will have discretionary authority to vote the shares represented by the proxies in accordance with their own judgment, including the authority to vote to adjourn the meeting.

We will bear the cost of solicitation of proxies. We have retained Morrow & Co., ~~Inc.~~LLC to assist in soliciting proxies by mail, telephone and personal interview for a fee of ~~$11,000,~~$11,500, plus expenses. Our officers and other ~~associates~~Associates may also assist in soliciting proxies in those manners.

DIRECTIONS TO THE TJX ~~CORPORATE HEADQUARTERS~~
~~770 Cochituate Road~~
~~Framingham, MA 01701~~ANNUAL MEETING

Phoenix Chase Tower
Conference Center
201 N. Central Avenue
Phoenix, Arizona 85004
From ~~Exit 13~~Phoenix Sky Harbor Airport
Depart East Sky Harbor Blvd. towards E. Buckeye Rd
Bear left and then turn left onto E. Sky Harbor Blvd toward Interstate 10 West
Merge onto I-10 West via the ramp to Downtown/State Highway 51
•
Take Exit 145A and follow signs for 7^th Street
•
Turn left onto N. 7^th Street
Turn right onto E. Monroe Street
Turn right onto N. Central Avenue

201 N. Central Ave is on the ~~Massachusetts Turnpike~~right (just past E. Monroe Street)

~~After~~

•

Park in the garage on 1^st Street and Van Buren, across the street

From the ~~tollbooth, bear~~East

Travel on Interstate 10 West.

•

Take Exit 145A and follow signs for 7^th Street

•

Turn left onto N. 7^th Street

Turn right onto E. Monroe Street

Turn right onto N. Central Avenue

201 N. Central Ave is on the ~~exit ramp across an overpass and onto Route 30 / Cochituate Road. At the second set of lights, turn left into The TJX Companies, Inc. facility.~~right (just past E. Monroe Street)

~~From Logan International Airport (From the East)~~

Leaving the Airport, follow the signs for the Massachusetts Turnpike West (I-90W). Follow the Massachusetts Turnpike West for approximately 20 miles to exit 13 (Framingham/Natick). Follow the directions above for~~“From Exit 13 on the Massachusetts Turnpike.”~~

•
Park in the garage on 1^st Street and Van Buren, across the street

From the West

Travel on Interstate 10 East.

Take ~~Massachusetts Turnpike East (I-90E) to exit 13, (Framingham/Natick). Follow the directions above~~Exit 144A and follow signs for~~“From Exit 13~~ 7th Street

•

Keep right to take the 7^th Street S ramp

•

Merge on to N. 7^th Street

Turn left onto W. Roosevelt Street

•

Turn right onto N. 1^st Ave

Turn left onto W. Monroe Street

Turn left onto N. Central Ave

201 N. Central Ave is on the ~~Massachusetts Turnpike.”~~

~~From the North~~

~~Take I-95 South to exit 25 (Massachusetts Turnpike I-90). Take the Massachusetts Turnpike West (I-90W) approximately 6.5 miles to exit 13 (Framingham/Natick). Follow the directions above for~~~~“From Exit 13 on the Massachusetts Turnpike.”~~

~~From the South~~

~~Take I-95 North to exit 25 (Massachusetts Turnpike). Take the Massachusetts Turnpike West (I-90W) approximately 6.5 miles to exit 13 (Framingham/Natick). Follow the directions above for~~~~“From Exit 13 on the Massachusetts Turnpike.”~~

~~Parking~~

~~TJX offers free parking. Follow the parking lot directory signage to the visitor parking areas.~~

~~Building Entrance~~

~~Enter the building through the Northeast Entrance (facing the Massachusetts Turnpike (I-90)).~~right

~~YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.~~

~~We encourage you to take advantage of Internet or telephone voting.~~
~~Both are available 24 hours a day, 7 days a week.~~

~~Internet and telephone voting are available through 11:59 PM Eastern Time the day prior to annual meeting day.~~

•

Park in the garage on 1^st Street and Van Buren, across the street



		Electronic Voting Instructions
		Available 24 hours a day, 7 days a week!
		Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
		VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
		Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Mountain Standard Time, on June 10, 2014.
			Vote by Internet
			• Go towww.envisionreports.com/TJX
			• Or scan the QR code with your smartphone
			• Follow the steps outlined on the secure website
		Vote by telephone
		• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message
Mark your votes with anX as shown in this example. Please do not write outside the designated areas.	x

q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, PLEASE VOTE, DATE AND SIGN BELOW, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q


A		Proposals —The Board recommends a voteFOR each of the nominees andFOR Proposals 2 and 3.

1. Election of Directors:

For

Against

Abstain

For

Against

Abstain

For

Against

Abstain

01 - Zein Abdalla

02 - José B. Alvarez

03 - Alan M. Bennett

04 - Bernard Cammarata

05 - David T. Ching

06 - Michael F. Hines

07 - Amy B. Lane

08 - Carol Meyrowitz

09 - John F. O’Brien

10 - Willow B. Shire

For

Against

Abstain

For

Against

Abstain

2. Ratification of appointment of independent registered public accounting firm for fiscal 2015.

3. Say on Pay: Advisory approval of TJX’s executive compensation.

Non-Voting Items

Change of Address — Please print new address below.

Comments— Please print your comments below.

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as your name(s) appear(s) on the books of the Company. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title to indicate the capacity in which you are signing.

Date (mm/dd/yyyy) — Please print date below.

Signature 1 — Please keep signature within the box.

Signature 2 — Please keep signature within the box.


/ /
		~~INTERNET~~
		~~http://www.proxyvoting.com/tjx~~
	~~The TJX Companies, Inc.~~	~~Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.~~

		OR

		~~TELEPHONE~~
		~~1-866-540-5760~~
		~~Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.~~


		~~If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.~~

		~~To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.~~
		~~Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.~~

~~WO#~~
~~98879~~

6~~FOLD AND DETACH HERE~~6


~~Please Vote, Date and Sign Below and Return Promptly in the Enclosed Envelope.~~ ~~The Board of Directors recommends a vote FOR the Election of all Director nominees.~~	~~Please mark your votes as~~	x
	~~indicated in this example~~	x

~~1. Election of Directors~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~Nominees:~~

~~1.1 José B. Alvarez~~

~~1.2 Alan M. Bennett~~

~~1.3 Bernard Cammarata~~

~~1.4 David T. Ching~~

~~1.5 Michael F. Hines~~

~~ooooo~~

~~1.6 Amy B. Lane~~

~~1.7 Carol Meyrowitz~~

~~1.8 John F. O’Brien~~

~~1.9 Willow B. Shire~~

~~oooo~~

~~The Board of Directors recommends a vote FOR Proposal 2.~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~2. Ratification of appointment of PricewaterhouseCoopers LLP~~

~~The Board of Directors recommends a vote FOR Proposal 3.~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~3. To approve, on an advisory basis, the overall compensation of TJX’s named executive officers.~~

~~The Board of Directors recommends a vote of 1 YR on Proposal 4.~~

~~1 YR~~

~~2 YRS~~

~~3 YRS~~

~~ABSTAIN~~

~~4. To recommend, on an advisory basis, the frequency of advisory votes on executive compensation.~~


		~~Mark Here for~~ ~~Address Change~~ ~~or Comments~~ ~~SEE REVERSE~~		o

Please sign exactly as your name(s) appear(s) on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and when more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.


~~Signature~~	~~Signature~~	~~Date~~

~~You can now access your~~ The TJX Companies, Inc. ~~account online.~~

~~Access your The TJX Companies, Inc. account online via Investor ServiceDirect~~^® ~~(ISD).~~

~~BNY Mellon Shareowner Services, the transfer agent for The TJX Companies, Inc., now makes it easy and convenient to get current information on your shareholder account.~~


		• ~~View account status~~		• ~~View payment history for dividends~~
		• ~~View certificate history~~		• ~~Make address changes~~
		• ~~View book-entry information~~		• ~~Obtain a duplicate 1099 tax form~~

~~Visit us on the web at www.bnymellon.com/shareowner/equityaccess~~
~~For Technical Assistance Call 1-877-978-7778 between 9am-7pm~~
~~Monday-Friday Eastern Time~~

~~For all other inquiries call~~
~~Investor ServiceDirect®~~
~~Available 24 hours per day, 7 days per week~~
~~TOLL FREE NUMBER: 1-866-606-8365~~

~~THE TJX COMPANIES, INC.~~

~~Please take note of the important information enclosed with this proxy card. Your vote counts and you are strongly encouraged to exercise your right to vote your shares.~~

~~Please vote on the Internet or by telephone or by mail prior to the~~

2014 Annual Meeting of Stockholders ~~to be held on~~

Tuesday, June ~~14, 2011.~~

~~Thank you in advance for your prompt consideration of these matters.~~

10, 2014, 9:00 a.m. Mountain Standard Time

~~Choose~~~~MLink~~^SM~~for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to~~~~Investor ServiceDirect~~^{^®} at~~www.bnymellon.com/shareowner/equityaccess~~ ~~where step-by-step instructions will prompt you through enrollment.~~

Phoenix Chase Tower

Conference Center

201 N. Central Avenue

Phoenix, Arizona

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.You can view the Annual Report and Proxy Statement on the Internet at:~~http://bnymellon.mobular.net/bnymellon/tjx~~www.envisionreports.com/TJX

6q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND ~~DETACH HERE~~RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6q

Proxy — THE TJX COMPANIES, ~~INC.~~

~~ANNUAL MEETING OF STOCKHOLDERS — JUNE 14, 2011~~

~~The stockholder(s) whose signature(s) appear(s)~~INC

2014 Annual Meeting of Stockholders

Proxy Solicited by Board of Directors for Annual Meeting - June 10, 2014

Carol Meyrowitz, Scott Goldenberg and Mary B. Reynolds, or any of them, each with the full power of substitution, are hereby authorized as Proxies to represent and vote the shares of the undersigned with respect to all of the matters indicated on the reverse side of this ~~Proxy Card hereby appoint(s) CAROL MEYROWITZ, JEFFREY G. NAYLOR~~card and ~~MARY B. REYNOLDS, or~~ any ~~of them, each~~other matters which may properly come before the Annual Meeting, with ~~full power of substitution, as proxies, to vote~~all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of The TJX Companies, Inc. ~~(the “Company”)~~ to be held at the ~~Company’s corporate office, 770 Cochituate Road, Framingham, Massachusetts~~Phoenix Chase Tower Conference Center, 201 N. Central Avenue, Phoenix, Arizona on Tuesday, June ~~14, 2011~~10, 2014 at ~~11:~~9:00 a.m. (Mountain Standard Time), or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted by the Proxies subject to the directions indicated by the stockholder on the reverse side of this card. If no directions are indicated, the Proxies will have authority to vote FOR each nominee and ~~any adjournment or postponement thereof, all~~FOR Proposals 2 and 3. In their discretion, the ~~shares of Common Stock of the Company which the stockholder(s) could~~Proxies are hereby authorized to vote ~~if present, in~~upon such ~~manner~~other business as ~~the proxies may determine on any matters which~~ may properly come before the meeting ~~and to vote as specified on the reverse.~~

~~THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.~~~~IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL DIRECTOR NOMINEES, FOR PROPOSAL 2, FOR PROPOSAL 3 AND IN FAVOR OF THE ONE-YEAR OPTION FOR PROPOSAL 4~~~~. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT.~~~~THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS~~.

~~The Board of Directors recommends a vote FOR the Election of Director nominees, FOR Proposal 2, FOR Proposal 3 and in favor of the one-year option on Proposal 4.~~

or any postponement or adjournment thereof.

~~Address Change/Comments~~

(~~Mark the corresponding box on the reverse side)~~

       ~~BNY MELLON SHAREOWNER SERVICES~~
       ~~P.O. BOX 3550~~
       ~~SOUTH HACKENSACK, NJ 07606-9250~~

~~(Continued and~~Items to be ~~marked, dated and signed,~~voted appear on ~~the other side)~~

~~WO #~~
~~98879~~

reverse side.)

~~PRINT AUTHORIZATION~~

~~To commence printing on this proxy card please sign, date and fax this card to:~~~~201-369-9711~~

~~SIGNATURE:________________________________________ DATE:______________~~

~~(THIS BOXED AREA DOES NOT PRINT)~~



Sincerely,
~~Sincerely,~~

Bernard Cammarata		Carol Meyrowitz
Chairman of the Board	~~Carol Meyrowitz~~	Chief Executive Officer


~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~
~~PROXY STATEMENT~~
~~PROPOSAL 1 ELECTION OF DIRECTORS~~
~~EXECUTIVE COMPENSATION~~
~~PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~
~~PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION~~
~~PROPOSAL 4 ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES~~
~~VOTING REQUIREMENTS AND PROXIES~~
~~STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS~~
~~OTHER MATTERS~~
~~DIRECTIONS TO TJX CORPORATE HEADQUARTERS~~

	1)		Title of each class of securities to which transaction applies:

	2)		Aggregate number of securities to which transaction applies:

	3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 ~~(Set~~(set forth the amount on which the filing fee is calculated and state how it was determined):


o	¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1
PROPOSAL 1 ELECTION OF DIRECTORS			2
CORPORATE GOVERNANCE			5
Board Independence			5
Board Nominees and Service			5
Board Committees and Meetings			6
Board Leadership Structure and Role in Risk Oversight			9
Codes of Conduct and Ethics and Other Policies			11
Communications with the Board			12
Transactions with Related Persons			12
Audit Committee Report			12
Auditor Fees			13
Beneficial Ownership			14
Section 16(a) Beneficial Ownership Reporting Compliance			16
EXECUTIVE COMPENSATION			17
Compensation Discussion and Analysis			17
Executive Summary			17
How Compensation Decisions Are Made			21
Compensation Program Elements			23
Related Policies and Considerations			29
Compensation Committee Report			31
Summary Compensation Table			32
Grants of Plan-Based Awards in Fiscal 2014			35
Outstanding Equity Awards at Fiscal 2014 Year End			37
Option Exercises and Stock Awards Vested during Fiscal 2014			39
Pension Benefits			39
Pension Benefits for Fiscal 2014			40
Nonqualified Deferred Compensation Plans			40
Nonqualified Deferred Compensation for Fiscal 2014			42
Potential Payments upon Termination or Change of Control			42
DIRECTOR COMPENSATION			47
Directors Compensation for Fiscal 2014			48
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			50
PROPOSAL 3 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			50
EQUITY COMPENSATION PLAN INFORMATION			51
VOTING REQUIREMENTS AND PROXIES			51
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			51
OTHER MATTERS			52
DIRECTIONS TO THE TJX ANNUAL MEETING			53


	•	~~Election of directors.~~

	•	~~Ratification of appointment of independent registered public accounting firm.~~

	•	~~An advisory vote on executive compensation (the“say-on-pay~~ ~~vote”).~~

	•	~~An advisory vote on the frequency of thesay-on-pay~~ ~~vote in the future.~~

	•	~~Any other business properly brought before the meeting.~~


*		~~Chair~~

**		~~Mr. Shapiro did not stand for re-election in June 2010.~~


	•	reviewing with management, internal auditors and the independent registered public accounting firm our quarterly and annual financial statements, including the accounting principles and procedures applied in their preparation and any changes in accounting policies;

	•	~~monitoring our system of internal financial controls and accounting practices;~~

	•	~~overseeing the internal and external audit process, including the scope and implementation of the annual audit;~~

	•	~~overseeing our compliance and ethics programs;~~

	•	selecting or terminating the independent registered public accounting firm, approving their compensation and evaluating the performance of the independent registered public accounting firm, including the lead audit and reviewing partners;

	•	establishing and maintaining procedures for receipt, retention and treatment of complaints, including the confidential and anonymous submission of complaints by employees, regarding accounting or auditing matters;

	•	~~pre-approving all work by the independent registered public accounting firm; and~~

	•	~~reviewing other matters as the Board deems appropriate.~~


	•	approving the compensation, including awards of stock options, bonuses and other incentives, of our executive officers and other employees in such categories as are from time to time identified by the ECC;

	•	~~determining the performance targets and performance criteria under our incentive plans;~~

	•	~~approving the terms of employment of our executive officers;~~

	•	~~reviewing other matters that the Board or ECC deems appropriate, such as our succession plan for the CEO and other executive officers; and~~

	•	~~overseeing the administration of our incentive plans.~~


	•	~~recommending director nominees to the Board;~~

	•	~~developing and reviewing corporate governance principles;~~

	•	reviewing practices and policies with respect to directors, including retirement policies, the size of the Board and the meeting frequency of the Board, and reviewing the functions, duties and composition of the committees of the Board;

	•	~~recommending processes for the annual evaluations of the performance of the Board, the Chairman, the Lead Director and each committee and its chair;~~

	•	~~establishing performance objectives for the Chief Executive Officer and annually evaluating the performance of the Chief Executive Officer against such objectives; and~~

	•	~~overseeing the maintenance and presentation to the Board of management’s plans for succession to senior management positions.~~

	1)		Amount Previously Paid:

	2)		Form, Schedule or Registration Statement No.:

	3)		Filing Party:


	•	reviewing and making recommendations to the Board with respect to our financing plans and strategies, financial condition, capital structure, tax strategies, liabilities and payments, dividends, stock repurchase programs and insurance programs;

	•	approving our cash investment policies, foreign exchange risk management policies and capital investment criteria and agreements for borrowing by us and our subsidiaries from banks and other financial institutions; and

	•	~~reviewing investment policies, performance and actuarial status of our pension and other retirement benefit plans.~~


Name	Audit	Corporate Governance	Executive	Executive Compensation	Finance
Zein Abdalla		X
José B. Alvarez	X			X
Alan M. Bennett				X*	X
Bernard Cammarata			X*
David T. Ching	X	X
Michael F. Hines	X*				X
Amy B. Lane	X		X		X*
Dawn Lepore⁺					X
Carol Meyrowitz
John F. O’Brien			X	X
Willow B. Shire		X*		X

Number of meetings during fiscal 2014	10	4	0	6	5


In thousands	2011		2010

Audit	$	4,377	$	4,475
Audit Related		415		381
Tax		488		476
All Other		12		13

Total	$	5,292	$	5,345


				Percentage of
	Number of			Class
Name and Address of Beneficial Owner	Shares			Outstanding

FMR, LLC 82 Devonshire Street Boston, MA 02109		40,152,783	(1)		10.145	%


~~(1)~~	~~Reflects sole voting power with respect to 2,746,289 shares and sole dispositive power with respect to all shares.~~


Adjusted Pre-Tax
Income Performance	Actual Adjusted	Amount Above	% of	MIP Award Payout
Target	Pre-Tax Income	Target	Target	Percentage

$2,303,037,494	$2,480,594,855	$177,557,361	107.7%	153.97%


	Cumulative		Cumulative
	3-Year Adjusted		3-Year		Unweighted			Weighted
Fiscal 2009-2011	Pre-Tax Income		Actual Adjusted		Contribution to			Contribution to
Division (Amounts in 000’s)	Performance Target		Pre-Tax Income		Target Award			Target Award

In the US:
Marmaxx	$	4,431,575	$	5,225,175		126.87	%		86.80	%
HomeGoods	$	325,775	$	365,771		118.42	%		12.47	%
TJX Canada	C$	914,694	C$	963,623		108.03	%		11.37	%
TJX Europe	£	285,346	£	293,462		104.26	%		10.97	%
			Total LRPIP Award: 121.61%


	•	Certain of these awards held by the named executive officers, including all of these awards held by Ms. Meyrowitz, fully vested upon ECC certification of achievement of a fiscal 2011 MIP payout of 154% of the corporate MIP target awards (as discussed under “Fiscal 2011 MIP” above). The performance condition for full vesting of these awards was achievement of a payout of not less than


		Award Requires Service and	Award Shown in
Amount(1)		Performance in:	Compensation for:

$	3,846,000	Fiscal 2011	Fiscal 2010
$	1,108,750	Fiscal 2011	Fiscal 2011
$	4,954,750	Fiscal 2011 Total
$	5,725,200	Fiscal 2012	Fiscal 2011
$	5,725,200	Fiscal 2013	Fiscal 2011


~~(1)~~		~~Represents the grant date fair value included under Stock Awards in the Summary Compensation Table.~~


Summary Compensation Table
													Change in
											Non-Equity		Pension and
Name and	Fiscal						Stock		Option		Incentive Plan		SERP		All Other
Principal Position	Year(1)		Salary		Bonus		Awards(2)		Awards(2)		Compensation(3)		Value(4)		Compensation(5)		Total

Carol Meyrowitz(6)		2011	$	1,575,000		—	$	12,559,150	$	947,524	$	4,127,571	$	3,826,370	$	43,495	$	23,079,110
Chief Executive		2010	$	1,475,000		—	$	7,692,000	$	1,168,840	$	4,409,361	$	2,565,940	$	50,971	$	17,362,112
Officer, President(7)		2009	$	1,503,366		—	$	1,974,500	$	1,073,510	$	2,258,393	$	1,636,542	$	43,040	$	8,489,351
Jeffrey G. Naylor		2011	$	773,656		—	$	1,419,200	$	473,925	$	1,506,429	$	178,511	$	239,892	$	4,591,613
Senior Executive		2010	$	740,000		—	$	643,750	$	584,666	$	1,543,680	$	114,886	$	115,375	$	3,742,357
Vice President,Chief Financial and Administrative Officer		2009	$	741,154		—	$	414,880	$	536,912	$	1,036,955	$	68,053	$	52,253	$	2,850,207
Ernie L. Herrman		2011	$	987,021		—	$	4,664,150	$	631,755	$	1,839,085	$	250,167	$	294,210	$	8,666,388
Senior Executive Vice		2010	$	925,000		—	$	772,500	$	779,390	$	1,747,180	$	190,998	$	41,280	$	4,456,348
President,		2009	$	897,019		—	$	414,880	$	715,778	$	1,092,175	$	89,367	$	43,160	$	3,252,379
Group President(7)
Jerome Rossi		2011	$	730,290		—	$	842,650	$	473,925	$	1,018,251	$	744,267	$	43,559	$	3,852,942
Senior Executive		2010	$	700,000		—	$	309,000	$	584,666	$	1,090,900	$	873,736	$	43,347	$	3,601,649
Vice President, Group President
Paul Sweetenham(8)		2011	$	812,035		—	$	1,419,200	$	342,652	$	830,100		—	$	354,696	$	3,758,683
Senior Executive		2010	$	734,349		—	$	515,000	$	350,922	$	969,251		—	$	310,987	$	2,880,509
Vice President, Group President, Europe


			Reimbursement				Company
			for Financial,		Employer		Paid
			Tax		Contributions or		Amounts				Total
	Automobile		Planning and		Credits Under		for Life		Housing		All Other
Name	Benefit		Legal Services		Savings Plans(a)		Insurance		Benefit(b)		Compensation

Carol Meyrowitz	$	35,904	$	2,175	$	4,204	$	1,212			$	43,495
Jeffrey G. Naylor	$	35,904	$	1,500	$	201,276	$	1,212			$	239,892
Ernie L. Herrman	$	35,904	$	1,500	$	256,729	$	77			$	294,210
Jerome Rossi	$	35,904	$	1,500	$	4,943	$	1,212			$	43,559
Paul Sweetenham	$	34,301	$	1,005	$	243,951	$	1,970	$	73,469	$	354,696


	Option Awards										Stock Awards
															Equity		Equity
															Incentive		Incentive
					Equity Incentive										Plan Awards:		Plan Awards:
					Plan Awards:								Market		Number of		Market or
	Number of		Number of		Number of						Number of		Value of		Unearned		Payout Value
	Securities		Securities		Securities						Shares or		Shares or		Shares,		of Unearned
	Underlying		Underlying		Underlying						Units of		Units of		Units or		Shares, Units or
	Unexercised		Unexercised		Unexercised		Option		Option		Stock That		Stock That		Other Rights		Other Rights
	Options		Options		Unearned		Exercise		Expiration		Have Not		Have Not		That Have		That Have
Name	Exercisable(1)		Unexercisable(1)		Options		Price		Date		Vested(3)		Vested(2)		Not Vested(3)		Not Vested(2), (3)

Carol Meyrowitz		34,210		34,210		0	$	35.03		09/08/18		175,000	$	8,349,250		240,000	$	11,450,400
		31,754		63,506		0	$	37.74		09/17/19
		0		87,410		0	$	41.13		09/09/20
Ernie L. Herrman		50,000		0		0	$	21.43		09/07/15		23,188	$	1,106,299		120,000	$	5,725,200
		63,750		0		0	$	27.00		09/06/16
		60,000		0		0	$	29.23		09/10/17
		45,620		22,810		0	$	35.03		09/08/18
		21,174		42,346		0	$	37.74		09/17/19
		0		58,280		0	$	41.13		09/09/20
Jeffrey G. Naylor		60,000		0		0	$	29.23		09/10/17		19,188	$	915,459		50,000	$	2,385,500
		34,220		17,110		0	$	35.03		09/08/18
		15,884		31,766		0	$	37.74		09/17/19
		0		43,720		0	$	41.13		09/09/20
Jerome Rossi		35,063		0		0	$	27.00		09/06/16		14,800	$	706,108		24,000	$	1,145,040
		44,000		0		0	$	29.23		09/10/17
		34,220		17,110		0	$	35.03		09/08/18
		15,884		31,766		0	$	37.74		09/17/19
		0		43,720		0	$	41.13		09/09/20
Paul Sweetenham		32,000		0		0	$	29.23		09/10/17		16,100	$	768,131		45,000	$	2,146,950
		20,540		10,270		0	$	35.03		09/08/18
		9,534		19,066		0	$	37.74		09/17/19
		0		31,610		0	$	41.13		09/09/20


	Number of
	Unvested
Name	Shares		Vesting Date(a)

Carol Meyrowitz		150,000		03	/03/11
		25,000		03	/03/11
		120,000		03	/2012(b)
		120,000		03	/2013(b)
Ernie L. Herrman		11,000		03	/03/11
		12,188		09	/06/11
		30,000		09	/06/12
		35,000		09	/06/13
		55,000		09	/06/14
Jeffrey G. Naylor		7,000		03	/03/11
		12,188		04	/15/11
		25,000		04	/15/12
		25,000		04	/15/13
Jerome Rossi		7,000		03	/03/11
		7,800		09	/06/11
		12,000		09	/06/12
		12,000		09	/06/13
Paul Sweetenham		7,000		03	/03/11
		9,100		09	/06/11
		20,000		09	/06/12
		25,000		09	/06/13


		Number of		Present		Payments
		Years of		Value of		Made During
		Credited		Accumulated		Last Fiscal
Name	Plan Name(1)	Service		Benefit(2)		Year

Carol Meyrowitz(3)	Retirement Plan		24	$	369,760		0
	SERP (Primary)		20	$	12,326,774		0
Jeffrey G. Naylor(3)	Retirement Plan		6	$	107,422		0
	SERP (Alternative)		6	$	379,552		0
Ernie L. Herrman(3)	Retirement Plan		20	$	227,524		0
	SERP (Alternative)		20	$	636,225		0
Jerome Rossi(3)	Retirement Plan		14	$	366,257		0
	SERP (Primary)		20	$	4,968,653		0


	Executive		Registrant		Aggregate		Aggregate		Aggregate
Name &	Deferrals in		Matching Credits		Earnings in		Withdrawals/		Balance at
Plan Name	Last FY(1)		in Last FY(2)		Last FY(3)		Distributions		Last FYE(4)

Carol Meyrowitz
GDCP	$	0	$	0	$	17,655	$	0	$	559,405
ESP	$	294,039	$	0	$	147,516	$	0	$	1,021,371
Jeffrey G. Naylor
GDCP	$	0	$	0	$	4,219	$	0	$	133,681
ESP	$	151,500	$	195,776	$	171,673	$	0	$	1,179,465
Ernie L. Herrman
GDCP	$	0	$	0	$	0	$	0	$	0
ESP	$	98,057	$	251,649	$	29,434	$	0	$	933,227
Jerome Rossi
GDCP	$	0	$	0	$	34,373	$	0	$	1,089,105
ESP	$	0	$	0	$	0	$	0	$	0
Paul Sweetenham	$	0	$	178,988	$	0	$	0	$	178,988


Triggering Event /Payments(1)	C. Meyrowitz			E. Herrman			J. Naylor		J. Rossi		P. Sweetenham(2)

Death /Disability
Severance	$	3,150,000		$	2,000,000		$	1,580,000	$	1,490,000	$	850,000
MIP and LRPIP(3)		3,083,333			1,391,564			1,125,511		740,145		1,157,997
Acceleration of Unvested Option Awards		360,289			240,229			180,203		180,203		112,736
Acceleration of Unvested Stock Awards		11,450,400			0			0		0		0
Acceleration of Unvested Employer Credit Account(5)		0			0			181,652		0		183,548
Medical Benefits		26,375			37,180			31,374		37,180		0
Automobile Benefit		71,808			71,808			71,808		71,808		35,904

Total	$	18,142,205		$	3,740,781		$	3,170,548	$	2,519,336	$	2,340,185

Termination without Cause /Constructive Termination
Severance	$	3,150,000		$	2,000,000		$	1,580,000	$	1,490,000	$	850,000
MIP and LRPIP(3)		1,508,333			750,000			700,000		375,000		700,000
Acceleration of Unvested Option Awards		1,642,095			0			0		0		0
Acceleration of Unvested Stock Awards(4)		11,450,400			0			0		0		0
Medical Benefits		26,375			37,180			31,374		37,180		0
Automobile Benefit		71,808			71,808			71,808		71,808		35,904

Total	$	17,849,011		$	2,858,988		$	2,383,182	$	1,973,988	$	1,585,904

Change of Control
MIP and LRPIP	$	7,725,000		$	3,608,127		$	2,951,021	$	1,855,290	$	3,015,994
Acceleration of Unvested Option Awards		1,642,095			1,094,903			821,339		821,339		528,305
Acceleration of Unvested Stock Awards		11,450,400			6,350,339			3,001,489		1,533,738		2,610,961
Acceleration of Unvested Employer Credit Account(5)		0			0			181,652		0		183,548
Reduction to Maximize After-Tax Benefits(6)		0			0			0		0		(168,119	)

Total	$	20,817,495		$	11,053,369		$	6,955,501	$	4,210,367	$	6,170,689

Change of Control followed by Qualifying Termination
Severance	$	3,150,000		$	2,000,000		$	1,580,000	$	1,490,000	$	1,700,000
MIP and LRPIP		7,725,000			3,608,127			2,951,021		1,855,290		3,015,994
SERP Enhancement(5)		4,607,018			0			0		0		0
Acceleration of Unvested Option Awards		1,642,095			1,094,903			821,339		821,339		528,305
Acceleration of Unvested Stock Awards		11,450,400			6,350,339			3,001,489		1,533,738		2,610,961
Acceleration of Unvested Employer Credit Account(5)		0			0			181,652		0		183,548
Medical/Life Insurance		24,070			30,668			28,173		32,938		8,940
Automobile Benefit		67,694			67,694			67,694		67,694		67,694
Reduction to Maximize After-Tax Benefits(6)		(484,302	)		(22,468	)		0		0		0

Total	$	28,181,975		$	13,129,263		$	8,631,368	$	5,800,999	$	8,115,442


								Change in
								Position Value and
								Nonqualified
	Fees Earned						Non-Equity	Deferred
	or Paid			Stock		Options	Incentive Plan	Compensation			All Other
Name	in Cash			Awards(1),(2)		Awards(2)	Compensation	Earnings			Compensation			Total

José B. Alvarez	$	94,750		$	104,585									$	199,335
Alan M. Bennett	$	81,250		$	104,585									$	185,835
David A. Brandon	$	98,500		$	109,857									$	208,357
Bernard Cammarata	$	500,000	(3)		—			$	17,273	(4)	$	40,803	(5)	$	558,076
David T. Ching	$	91,250		$	104,312									$	195,562
Michael F. Hines	$	102,500		$	105,120									$	207,620
Amy B. Lane	$	100,000		$	106,164									$	206,164
John F. O’Brien	$	149,250		$	110,861									$	260,111
Robert F. Shapiro(6)	$	33,646		$	16,459									$	50,105
Willow B. Shire	$	101,750		$	110,904									$	212,654
Fletcher H. Wiley	$	91,250		$	116,186									$	207,436


	Outstanding		Outstanding
Name	Stock Awards(a)		Option Awards(b)

José B. Alvarez		11,258		0
Alan M. Bennett		11,258		0
David A. Brandon		21,709		0
Bernard Cammarata		0		0
David T. Ching		9,068		0
Michael F. Hines		12,318		0
Amy B. Lane		13,564		7,956
John F. O’Brien		22,051		12,000
Willow B. Shire		22,136		48,000
Fletcher H. Wiley		34,257		0


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(a)		Weighted-average exercise price of outstanding options, warrants and rights(b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders		32,628,082	$	28.30		45,585,612
Equity compensation plans not approved by security holders(1)		N/A		N/A		N/A

Total		32,628,082	$	28.30		45,585,612