V.A.L.U.E. Facts

1.

Board Diversity and Independence:

We seek a Board with diversity of experience, gender, race and ethnicity. We also want our Board to reflect a range of talents, ages, skills, viewpoints, educational backgrounds and expertise to provide sound and prudent guidance with respect to our operations and interests.

2.

Honesty and Integrity are Always in Style:

The Associate Code of Conduct, established in 1998, is distributed to Associates worldwide and is reviewed and evaluated regularly by our Audit Committee, Chief Compliance Officer and General Counsel.

3.

From the Top:

TJX’s shareholders, Associates, customers, vendors and other business partners rely on the honesty and integrity of the Company’s Board of Directors. To support this trust, TJX’s Directors must commit themselves to the Director Code of Business Conduct and Ethics.

Board of Directors

Bernard Cammarata, 73
Director since 1989
Chairman of the Board
Chairman of the Executive Committee

Mr. Cammarata has been Chairman of the Board of TJX since 1999. Mr. Cammarata served as Acting Chief Executive Officer of TJX from September 2005 to January 2007. He also led TJX and its former TJX subsidiary and T.J. Maxx Division from the organization of the business in 1976 until 2000, including serving as Chief Executive Officer and President of TJX, Chairman and President of TJX’s T.J. Maxx Division, and Chairman of The Marmaxx Group.

Carol Meyrowitz, 59
Director since 2006
Chief Executive Officer

Ms. Meyrowitz has been Chief Executive Officer of TJX since January 2007, a director since September 2006 and also served as President from October 2005 to January 2011. She served as Senior Executive Vice President of TJX from 2004 until January 2005, Executive Vice President of TJX from 2001 to 2004 and President of The Marmaxx Group from 2001 to January 2005. From January 2005 until October 2005, she was employed in an advisory role for TJX and consulted for Berkshire Partners LLC, a private equity firm. From 1987 to 2001, she held various senior management positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX. Ms. Meyrowitz is also a director of Staples, Inc.

Zein Abdalla, 54
Independent Director since 2012
Member of the Corporate Governance Committee

Mr. Abdalla has been President of PepsiCo, Inc., a leading global food, snack and beverage company, since September 2012, prior to which he served as CEO of PepsiCo Europe, a division of PepsiCo, starting in 2009. Mr. Abdalla previously held a variety of senior positions at PepsiCo since he joined that company in 1995, including as President of PepsiCo Europe, General Manager of PepsiCo's European Beverage Business, General Manager of Tropicana Europe and Franchise Vice President for Pakistan and the Gulf region.

José B. Alvarez, 50
Independent Director since 2007
Member of the Audit and Executive Compensation Committees

Mr. Alvarez has been a member of the faculty of the Harvard Business School since 2009. From August 2008 through December 2008, Mr. Alvarez was the Global Executive Vice President for Business Development for Ahold, a global supermarket retail company. From 2001 to August 2008, he held various executive positions with Stop & Shop/Giant-Landover, Ahold’s U.S. subsidiary, including President and Chief Executive Officer of Stop & Shop/Giant-Landover from 2006 to 2008 and Executive Vice President, Supply Chain and Logistics from 2004 to 2006. Previously, he served in executive positions at Shaw’s Supermarkets, Inc. and began his career at the Jewel Food Stores subsidiary of American Stores Company in 1990. Mr. Alvarez is also a director of United Rentals, Inc. and Church & Dwight, Co., Inc.

Alan M. Bennett, 62
Independent Director since 2007
Chairman of the Executive Compensation Committee and member of the Finance Committee

Mr. Bennett served as Chief Executive Officer of H&R Block Inc., a tax services provider, from July 2010 through May 2011 and was previously Interim Chief Executive Officer from November 2007 through August 2008. He was Senior Vice President and Chief Financial Officer and a Member of the Office of the Chairman of Aetna, Inc., a diversified healthcare benefits company, from 2001 to 2007, and previously held other senior financial management positions at Aetna after joining in 1995. Mr. Bennett held various senior management roles in finance and sales/marketing at Pirelli Armstrong Tire Corporation, formerly Armstrong Rubber Company, from 1981 to 1995 and began his career with Ernst & Ernst (now Ernst & Young LLP). Mr. Bennett is also a director of Halliburton Company and Fluor Corp.

David T. Ching, 60
Independent Director since 2007
Member of the Audit and Corporate Governance Committees

Mr. Ching served as Senior Vice President and Chief Information Officer for Safeway Inc., a food and drug retailer, from 1994 to January 2013. Previously, Mr. Ching was the General Manager for British American Consulting Group, a software and consulting firm focusing on the distribution and retail industry. He also worked for Lucky Stores, Inc., a subsidiary of American Stores Company from 1979 to 1993, including serving as the Senior Vice President of Information Systems.

Michael F. Hines, 57
Independent Director since 2007
Chairman of the Audit Committee and member of the Finance Committee

Mr. Hines served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from 1995 to 2007. From 1990 to 1995, he held management positions with Staples, Inc., an office products retailer, most recently as Vice President, Finance. Mr. Hines spent 12 years in public accounting, the last eight years with the accounting firm Deloitte & Touche LLP. Mr. Hines is also a director of GNC Holdings, Inc. and Dunkin’ Brands Group, Inc.

Amy B. Lane, 60
Independent Director since 2005
Chairperson of the Finance Committee and member of the Audit and Executive Committees

Ms. Lane was a Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., from 1997 until her retirement in 2002. Ms. Lane previously served as a Managing Director at Salomon Brothers, Inc., where she founded and led the retail industry investment banking unit. Ms. Lane is also a director at GNC Holdings, Inc.

Dawn Lepore, 59
Independent Director since 2013
Member of the Finance Committee

Ms. Lepore served as CEO and Chairman of the Board of drugstore.com, inc., a leading online retailer of health, beauty, and wellness products, which she led from 2004 to 2011. Prior to joining drugstore.com, Ms. Lepore held leadership positions at The Charles Schwab Company, including Vice Chairman of Technology, Operations, Business Strategy and Administration and Chief Information Officer, and she served at various times as a member of Schwab's executive committee and a trustee of SchwabFunds. Ms. Lepore is also a director of AOL Inc. and RealNetworks, Inc.

John F. O'Brien, 70
Independent Director since 1996
Lead Director and member of the Executive and Executive Compensation Committees

Mr. O’Brien is the retired Chief Executive Officer and President of Allmerica Financial Corporation (now The Hanover Insurance Group, Inc.), an insurance and diversified financial services company, holding those positions from 1995 to 2002. Mr. O’Brien previously held executive positions at Fidelity Investments, an asset management firm, including Group Managing Director of FMR Corporation, Chairman of Institutional Services Company and Chairman of Brokerage Services, Inc. Mr. O’Brien serves as our Lead Director. Mr. O’Brien is also non-executive Chairman and a director of Cabot Corporation, a director of LKQ Corporation and a director of a family of registered mutual funds managed by BlackRock, Inc., an investment management advisory firm.

Willow B. Shire, 65
Independent Director since 1995
Chairperson of the Corporate Governance Committee and member of the Executive Compensation Committee

Ms. Shire has been an executive consultant with Orchard Consulting Group since 1994, specializing in leadership development and strategic problem solving. Previously, she was Chairperson for the Computer Systems Public Policy Project within the National Academy of Science. She also held various positions at Digital Equipment Corporation, a computer hardware manufacturer, for 18 years, including Vice President and Officer, Health Industries Business Unit.