EX-3
from 10-K
1 page
Exhibit (3i)(d) Certificate of Amendment of Second Restated Certificate of Incorporation of Zayre Corp. Pursuant to Section 242 of the General Corporation Law of the State of Delaware We, Donald G. Campbell, Senior Vice President, Chief Financial Officer, and Jay H. Meltzer, Secretary, of Zayre Corp. (The "Corporation"), a Corporation Organized and Existing Under the Laws of the State of Delaware, Do Hereby Certify Under the Seal of the Corporation as Follows: 1. the Second Restated Certificate of Incorporation, as Amended, of the Corporation Is Hereby Further Amended to Provide That Article First Read in Its Entirety as Follows: First: The Name of This Corporation Is the TJX Companies, Inc. 2. the Board of Directors at Its April 6, 1989 Meeting Recommended That the Foregoing Amendment Be Adopted by the Stockholders and the Foregoing Amendment Has Been Duly Adopted by the Vote of a Majority of the Shares of Outstanding Common Stock of the Corporation Entitled to Vote Thereon at the Annual Meeting of Stockholders of the Corporation Held on June 20, 1989. 3. the Foregoing Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, We Have Hereunto Set Our Hands and the Seal of the Corporation This 20th Day of June, 1989. /S/ Donald G. Campbell Donald G. Campbell Senior Vice President, Chief Financial Officer Attest: /S/ Jay H. Meltzer Jay H. Meltzer Secretary
12/34/56
EX-3
from 10-K
1 page
Exhibit (3i)(b) Certificate of Amendment of Second Restated Certificate of Incorporation of Zayre Corp. * * * * * Pursuant to Section 242 of the General Corporation Law of the State of Delaware We, Arthur F. Loewy, Executive Vice President-Finance, and Jay H. Meltzer, Assistant Secretary, of Zayre Corp. (The "Corporation"), a Corporation Organized and Existing Under the Laws of the State of Delaware, Do Hereby Certify Under the Seal of the Corporation as Follows: 1. the Second Restated Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out the First Paragraph of Article Fourth as It Now Exists and Inserting a New First Paragraph of Article Fourth, in Lieu and Instead Thereof, to Read as Follows: "Fourth: The Total Number of Shares of Capital Stock of All Classes Which This Corporation Shall Have Authority to Issue Shall Be One Hundred Fifty-Five Million (155,000,000) Shares, Consisting of One Hundred Fifty Million (150,000,000) Shares of Common Stock of the Par Value of One Dollar ($1.00) Per Share, Amounting in the Aggregate to One Hundred Fifty Million Dollars ($150,000,000), and Five Million (5,000,000) Shares of Preferred Stock of the Par Value of One Dollar ($1.00) Per Share, Amounting in the Aggregate to Five Million Dollars ($5,000,000)." 2. the Board of Directors of the Corporation at a Meeting Held on April 11, 1986 Recommended That the Foregoing Amendment Be Adopted by the Stockholders and the Foregoing Amendment Has Been Duly Adopted by the Vote of a Majority of the Shares of Outstanding Common Stock of the Corporation Entitled to Vote Thereon at the Annual Meeting of Stockholders of the Corporation Held on June 3, 1986. in Witness Whereof, We Have Hereunto Set Our Hands and the Seal of the Corporation This 3rd Day of June, 1986. /S/ A. F. Loewy Arthur F. Loewy Executive Vice President-Finance Attest: /S/ Jay H. Meltzer Assistant Secretary
12/34/56
