EXHIBIT 10.19
THE TJX COMPANIES, INC.
EXECUTIVE SAVINGS PLAN
Third Amendment
Pursuant to Section 9.1 of The TJX Companies, Inc. Executive Savings Plan
(the "ESP"), Section 11.5 of the ESP is hereby amended and clarified as follows,
effective as of January 1, 2004 except as hereinafter provided:
"11.5. RETIREMENT EQUALIZATION BENEFITS. At the time a benefit is
paid to a Participant under The TJX Companies, Inc. Retirement Plan (the
"Retirement Plan") or The TJX Companies, Inc. Supplemental Executive
Retirement Plan (the "SERP") (the "Retirement Plan" and the "SERP" being
hereinafter referred to as the "Pension Plans"), the Participant shall be
entitled to receive a retirement equalization benefit having a value equal
to the difference between (a) the amount such Participant would have been
entitled to receive under the Pension Plans if none of his or her Salary
had been deferred under this Plan and (b) the amount such Participant
actually receives under the Pension Plans. Such retirement equalization
benefit shall be payable in the same form that the Participant elects to
receive benefits under the Pension Plans. Such retirement equalization
benefit shall not be payable to the extent that the Participant is
entitled to receive an equalization benefit of comparable value under the
SERP or any other plan. For the avoidance of doubt, any benefit under the
Retirement Plan that is supplemental to the formula benefit described in
Article 7 thereof shall be treated as an equalization benefit for purposes
of this Section 11.5 unless the E.C.C. expressly provides otherwise."
The action set forth herein with respect to the ESP is not intended to
constitute a "material modification" of the ESP as that term is used in Section
885(d)(2)(B) of the American Jobs Creation Act of 2004, and shall be construed
and applied accordingly.
IN WITNESS WHEREOF, The TJX Companies, Inc. has caused this instrument of
amendment to be executed by its duly authorized officer this 16th day of
December, 2004.
THE TJX COMPANIES, INC.
By: /s/ Donald G. Campbell
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Title: Senior Executive Vice President
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THE TJX COMPANIES, INC.
EXECUTIVE SAVINGS PLAN
FOURTH AMENDMENT
The TJX Companies, Inc. hereby amends its Executive Savings Plan (the
"Plan"), effective as of January 1, 2005, by adding the following new Section
11.5:
"11.5 SECTION 409A. Reference is made to Section 409A of the Code
and to the guidance (including transition rules and exemptive relief
provisions) issued thereunder ("Section 409A"). Consistent with Section
409A, it is intended that with respect to amounts deferred under the Plan
prior to January 1, 2005 that were both earned and vested prior to January
1, 2005, the Plan will be administered consistent with the objective of
preserving for such amounts "grandfathered" status under Section 409A,
that is, the status of deferred compensation not subject to the
requirements and limitations of Section 409A. All other deferrals under
the Plan shall be administered in compliance with the requirements of
Section 409A. It is intended in this regard that the Plan will be
comprehensively amended to comply with final rules under Section 409A
following the issuance of such rules or at such earlier time as may be
required under Section 409A or determined by the Administrator. Without
limiting the generality of the foregoing, the Plan shall be deemed amended
by this Section 11.5 to permit, with respect to any deferrals hereunder
that are subject to Section 409A, any transition-period elections
permitted under Section 409A that are authorized by the Senior Executive
Vice President - Chief Administrative and Business Development Officer of
the Company, the Senior Executive Vice President - Chief Financial Officer
of the Company, or the successor of either (a "specified Company officer")
and any cancellations and withdrawals of such any such amounts that are
authorized by a specified Company officer, except that any such action by
a specified Company officer that relates to his or her own benefit shall
require the approval of a member of the E.C.C. Notwithstanding the
foregoing, neither the Company nor any of its officers or directors, nor
any other person charged with administrative responsibilities under the
Plan, shall be liable to any Eligible Person or to any beneficiary of any
Eligible Person by reason of the failure of any deferral hereunder to
comply with, or be exempt from, the requirements of Section 409A."
IN WITNESS WHEREOF, The TJX Companies, Inc. has caused this instrument of
amendment to be executed by its duly authorized officer this 12th day of
December, 2005.
THE TJX COMPANIES, INC.
By: /s/ Donald G. Campbell
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Title: Senior Executive Vice President