I. Purpose.

The purpose of the Executive Compensation Committee of The TJX Companies, Inc. is to:

II. Duties and Responsibilities.

The duties and responsibilities of the Committee shall include the following:

III. Composition.

The Committee shall consist of at least three members of the Board, including a Chair, appointed by the Board of Directors upon the recommendation of the Corporate Governance Committee. The term of each member shall be until the first meeting of directors following the next annual meeting of stockholders unless such member earlier dies, resigns or is removed by the Board of Directors in its discretion. Each member shall satisfy the independence requirements under applicable law and SEC and New York Stock Exchange rules. In addition, each member of the Committee shall qualify as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code and shall be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934.

IV. Meetings.

The Committee shall hold at least three regularly scheduled meetings annually and such special meetings as it determines appropriate. Any member of the Committee may call a meeting of the Committee upon one day's notice to each other member. Any action of the Committee shall be taken by the affirmative vote of a majority of the members and may be taken without a meeting if all members of the Committee consent in writing. The Committee may delegate its authority to a subcommittee. The Committee may establish such other procedures to govern its operation as it determines are appropriate.

V. Advisors.

The Committee shall have the sole authority to retain and terminate, at the expense of the Company and without Board approval, such consulting firms as it shall consider appropriate to carry out its duties and responsibilities including determining the fees and terms of engagement of such firms.