ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 22, 2009, Nirmal K. Tripathy advised TJX that he intended to resign as Executive Vice President and Chief Financial Officer of The TJX Companies, Inc., or TJX, effective as of the close of business on January 31, 2009. In connection with the resignation, Mr. Tripathy and TJX entered into a letter agreement (the "Agreement"). Under the Agreement, TJX agreed to pay Mr. Tripathy the benefits and payments described in Section 5(a) of his Employment Agreement, with specified modifications including an additional payment of $62,000, as though his employment had been terminated by the Company other than for Cause, and Mr. Tripathy agreed to provide TJX a release of claims.
On January 26, 2009, Jeffrey G. Naylor, currently Senior Executive Vice President, Chief Administrative and Business Development Officer of TJX, was appointed Chief Financial Officer, effective as of February 1, 2009. Mr. Naylor will add the position to his current responsibilities for administration and business development. His title will be Senior Executive Vice President, Chief Financial and Administrative Officer.

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