BJ's Wholesale Club, Inc.
Executive Compensation Committee Charter

Purpose:

The purposes of the BJ's Wholesale Club, Inc. Executive Compensation Committee ("ECC") are to (i) assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: overall employee relations and morale, human resource policy and regulatory issues, compensation and benefits policies and practices, issues with respect to the selection, performance, compensation, development and succession of key executives; and (ii) produce an ECC report on executive compensation as required by the Securities and Exchange Commission to be included in all appropriate SEC filings.

Use of the word "recommend" in the body of this document means recommend for discussion and approval by the full Board of Directors.

Members:

The ECC should consist of not fewer than two members. Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the ECC shall be independent as defined by such rules. Members of the ECC shall be appointed by the Board of Directors, upon the recommendation of the Corporate Governance Committee. The Board of Directors may remove members of the ECC from such committee, with or without cause. Any action of the Committee may be taken by the affirmative vote of a majority of the members; any member of the Committee may call a meeting of the Committee upon due notice to each other member; and any action of the Committee may be taken without a meeting if all members of the Committee indicate their approval thereof in writing.

Responsibilities and Authority:

The Executive Compensation Committee shall have authority to:

  1. Review, and recommend for full Board approval, compensation and benefits policies and changes in those policies.
  2. Review and approve corporate goals and objectives relevant to the compensation of the President and Chief Executive Officer ("CEO").
  3. Based on the evaluation of the CEO described in Section 11A hereof, determine and approve, either as a committee or together with other independent directors (as directed by the Board), the CEO's compensation package. The "compensation package" of any employee is hereby defined to mean the following: base salary; any grants, awards or rights under any stock or compensation plan; incentive pay arrangements; retirement arrangements; and any other compensation (current or deferred) and perquisites of said employee.
  4. Recommend Chairman's compensation package.
  5. Approve the compensation package payable to each executive of the Company (a) whose base salary exceeds $175,000 per year, or (b) whose base salary exceeds $100,000 and such executive reports directly to the CEO.
  6. Grant options, restricted stock and other awards under the Company's equity incentive plans to officers subject to Section 162 (m) of the Internal Revenue Code.
  7. Adopt, amend or terminate compensation plans applicable to any class of employees of the Company and/or any subsidiary of the Company; but no adoption, amendment or termination of any compensation plan under which stock may be issued to a member of the Board of Directors shall be effective unless the same shall be approved by the Board of Directors and, to the extent required by law, by the stockholders. Compensation plans (or amendments or terminations thereof) other than the foregoing shall become effective upon the adoption, amendment or termination thereof by the Committee, but any action or adoption or termination shall be reported to the Board of Directors at the next meeting of the Board of Directors.
  8. Review Management Succession Plans including bench strength assessments, evaluations of performance, promotion potential and development programs of candidates for promotion to key executive positions.
  9. Review ECC Charter and forward revised or unchanged charter annually to the Corporate Governance Committee for recommendation to the full Board.
  10. Consult with, retain and/or terminate, as the ECC deems necessary in its sole discretion, independent legal counsel and/or consultant to receive advice and counsel on compensation and benefit issues, including the sole authority to approve the fees and other retention terms of such counsel/consultant.
  11. Conduct the following performance evaluation processes:
    1. CEO Performance Evaluation

The performance evaluation for the CEO is conducted annually and is conducted in light of the corporate goals and objectives relative to CEO compensation as set by the ECC.

    1. ECC Performance Evaluation
  1. Pursuant to the applicable provisions of the Company's Executive Retirement Plan, the Company's Growth Incentive Plan, the Company's Management Incentive Plan and the Company's 401(k) Savings Plans, the ECC shall have authority to: (A) make amendments to the Plans, other than amendments which the ERISA Committee is authorized to make, provided that the ECC shall make no amendment which affects substantially the cost of any Plan and provided further that the ECC shall not have the authority (i) to terminate any Plan, (ii) to authorize any subsidiary or affiliated company to be a Participating Employer under any Plan, (iii) to designate the extent to which employees' employment with a subsidiary or an affiliated company prior to the date such company became a Participating Employer under any Plan shall be considered as service (as defined in the Plan) for Plan purposes, and (iv) to exercise those responsibilities from time to time delegated by the Board of Directors to the ERISA Committee; and (B) appoint, remove or replace members of the Qualified Plans Committee. The ECC shall report to the Board of Directors all substantive actions taken by the ECC with respect to the Plans at the meeting of the Board of Directors next following the taking of such action.
  2. The Chairman of the ECC shall have the authority to pre-approve salary and equity compensation recommendations made by the CEO as may be deemed necessary from time to time under the circumstances. Any decision of the Chairman to pre-approve such compensation shall be presented to the full ECC at its next scheduled meeting.