Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the previously announced appointment of Laura J. Sen as Chief Executive Offer of BJ's Wholesale Club, Inc. (the "Company"), on February 4, 2009, the Executive Compensation Committee ("ECC") and the Board of Directors of BJ's Wholesale Club, Inc. (the "Company"), revised Ms. Sen's compensation as follows:

Ms. Sen's annual base salary has been increased to $900,000.

The annual target award for Ms. Sen for future awards under the Company's 2008 Amended and Restated Management Incentive Plan, which was filed as Appendix A of the Company's Definitive Proxy Statement as filed on April 11, 2008 (Commission File No. 001-13143), will be 75% with a maximum payment of 100% of base salary earned during the fiscal year.

Ms. Sen was granted 42,962 shares of restricted stock pursuant to the Company's 2007 Stock Incentive Plan (which was filed as Exhibit 99.1 to the Company's Report on Form 8-K dated May 30, 2007). The restricted stock will vest in full in February 2012, subject to Ms. Sen remaining employed with the Company on such date. The restricted stock will become fully vested upon a change of control (as defined in the 2007 Stock Incentive Plan).

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