ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On December 2, 2008, on the recommendation of the Corporate Governance Committee, the Board of Directors of The TJX Companies, Inc. amended TJX's bylaws as follows:
• The voting standard for election of directors in an uncontested election was changed from a plurality to a majority of votes properly cast. A majority of votes cast means that the number of shares voted "for" a director must exceed the number of votes cast "against" that director. In contested elections, the voting standard continues to be a plurality of votes properly cast (Article VI).

• A stockholder's notice to TJX of a person that the stockholder proposes to nominate for election or re-election as a director requires, in addition the other information previously required by the bylaws, the inclusion of a statement as to whether the person nominated, if elected, intends to comply with TJX's Corporate Governance Principles (Article II, Section (b)(iv)).

The Company's bylaws as amended are attached as Exhibit 3.1.

ITEM 8.01. OTHER EVENTS.

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On December 2, 2008, on the recommendation of the Corporate Governance Committee, the Board of Directors of TJX amended Section I(m) of the Corporate Governance Principles to provide (1) the submission by each incumbent director standing for reelection of an irrevocable contingent resignation effective if the director fails to receive the requisite majority vote in an uncontested election as provided in the bylaws and the Board accepts such resignation and
(2) procedures for the consideration by the Board of such resignation in such event. The Company's Corporate Governance Principles as amended are available at www.tjx.com.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
3.1 Bylaws as amended through December 2, 2008.

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