THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

BJ's Wholesale Club, Inc. (BJ)

4/19/2006 Proxy Information

During fiscal 2005, Messrs. Gerald and Norman Zarkin, brothers of Mr. Zarkin, the CompanyÕs Chairman of the Board, had an interest in the following business transactions involving the Company.

In fiscal 2005, the Company purchased approximately $517,000 in merchandise from TeeÕs Plus Corporation (ŌTeeÕs PlusĶ), where Mr. Gerald Zarkin is an employee. In addition, the Company has an arrangement with TeeÕs Plus for the sale of embroidered apparel and the Company receives a percentage of the sales made by TeeÕs Plus to the CompanyÕs members. In fiscal 2005, the total amount of sales by TeeÕs Plus to the CompanyÕs members was approximately $440,000 of which the Company received approximately $38,000 pursuant to this arrangement. Mr. Gerald Zarkin earned approximately $88,0001 in salary and commissions from TeeÕs Plus with respect to these purchases by the Company, including salary of $66,000 received by Mr. Gerald Zarkin as Vice President Sales of Tees Plus, which he receives for managing the BJÕs business with TeeÕs Plus. In addition, the Company has a consignment arrangement with Universal Supply MC, LLC (ŌUniversalĶ) for the sale of specialty caps and blankets and also purchases certain merchandise from Universal. The Company provides space in its clubs for the display of UniversalÕs cap inventory and the Company receives a percentage of the sales made by Universal to the CompanyÕs members. In fiscal 2005, the total amount of consignment sales was approximately $3.4 million, of which the Company received approximately $500,000 from Universal pursuant to this arrangement. In addition, the Company paid approximately $70,000 for merchandise purchased from Universal. Mr. Gerald Zarkin has a ten percent interest in Universal and received approximately $75,000 in commissions related to these transactions.

Mr. Norman Zarkin is the sole shareholder of The Zarkin Group, Inc. The Zarkin Group, Inc. serves as a consultant for Wireless Retail, Inc. (ŌWRIĶ), which provided direct sales of wireless services and equipment to the CompanyÕs members. Pursuant to an arrangement between the Company and WRI, the Company provided WRI with space in the CompanyÕs clubs and the Company received a flat fee calculated based on sales volume plus a percentage of the sales made by WRI to the CompanyÕs members. In fiscal 2005, the Company received approximately $1.25 million from WRI pursuant to this arrangement and The Zarkin Group, Inc. was paid approximately $26,000 in consulting fees and commissions by WRI with respect to sales by WRI to the CompanyÕs members. In addition, in 2005, The Zarkin Group was paid $164,000 in commissions from WRI for previously unpaid amounts earned for the periods November 2003 through February 2004. In fiscal 2005, The Zarkin Group, Inc. also received approximately $17,000, in the aggregate, in commissions for sales made to the Company by, Handi Foil, Inc., Frank Mastaloni & Sons, and Sarica Food, Inc. each of which is a vendor of the Company. In the aggregate, the Company purchased approximately $460,000 of merchandise from these vendors.

The Company believes that each of the transactions described above was carried out on terms that were no less favorable to the Company than those that would have been obtained from unaffiliated third parties.

During fiscal 2005, the Company had an agreement with Fidelity Management Trust Company (FMTC) to provide 401(k) plan administration. FMTC also serves as trustee with respect to the assets of the CompanyÕs 401(k) plans. The Company paid fees for these services totaling approximately $133,000 in fiscal 2005. Additionally, fees are paid by plan participants in the form of investment management services fees generated on various transactions including loan setup and related fees. FMTC is a subsidiary of FMR Corp. and, as of December 31, 2005, FMR Corp. beneficially owned more than five percent of the CompanyÕs common stock.

RELATIONSHIP WITH HOUSE2HOME; CONFLICTS OF INTEREST

Distribution and Tax Sharing Agreements

In connection with the spin-off of the Company from Waban in July 1997 (the ŌDistributionĶ), BJÕs and House2Home entered into a Separation and Distribution Agreement (the ŌDistribution AgreementĶ), which provided for, among other things, (i) the division between BJÕs and House2Home of certain assets and liabilities; (ii) other agreements governing certain aspects of the relationship between BJÕs and House2Home following the Distribution; and (iii) an agreement regarding certain matters relating to lease liabilities described below.

Under the Distribution Agreement, except as provided in the other agreements, BJÕs agreed to indemnify House2Home for liabilities relating to BJÕs business. Similarly, House2Home agreed to indemnify BJÕs for liabilities pertaining to House2HomeÕs business. The Distribution Agreement also requires BJÕs and House2Home to indemnify each other for losses incurred due to a failure to perform their respective obligations under the Distribution Agreement or any other agreement entered into in connection with the Distribution.

BJÕs and House2Home also entered into a Tax Sharing Agreement (the ŌTax Sharing AgreementĶ) providing for the allocation between the parties of federal, state, local and foreign tax liabilities and the entitlement to tax refunds for periods beginning prior to the date of the Distribution, and various related matters.

Leases

Pursuant to the Distribution Agreement, effective upon the Distribution, BJÕs assumed all liabilities to third-party lessors with respect to leases entered into by Waban with respect to the BJÕs Division and agreed to indemnify House2Home for such liabilities.

In connection with the spin-off of Waban by The TJX Companies, Inc. (ŌTJXĶ) in 1989, Waban and TJX entered into an agreement (the Ō1989 AgreementĶ) pursuant to which Waban agreed to indemnify TJX against any liabilities that TJX might incur with respect to certain House2Home real estate leases as to which TJX was either a lessee or guarantor. Pursuant to a subsequent agreement, BJÕs agreed to indemnify TJX for 100% of House2HomeÕs lease liabilities through January 31, 2003, and for 50% of such liabilities thereafter.

House2Home filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code on November 7, 2001. In 2001, the Company recorded pre-tax charges of $105 million for its estimated loss associated with 41 House2Home leases. Based on its continuing evaluation of our remaining obligations and the progress made in settling liabilities for House2Home leases, the Company recorded pretax gains of $20.0 million in 2002, $5.5 million in 2003, $2.7 million in 2004 and $0.1 million in 2005 to reduce its estimated liability related to House2Home contingent lease obligations.

As of January 28, 2006, the Company has settled all 41 House2Home leases for which it was originally contingently liable, including lump sum settlements for 38 leases. The other three House2Home properties (for which the Company remains contingently liable) have been assigned to third parties.

Settlement Agreement

The Company filed proofs of claim against House2Home for claims arising primarily from BJÕs indemnification of TJX with respect to TJXÕs guarantee of House2Home leases and from the Tax Sharing Agreement. The Company entered into a settlement agreement with House2Home, which was approved by the United States Bankruptcy Court for the Central District of California on November 10, 2003. The settlement agreement resolves the proofs of claim filed by BJÕs and releases BJÕs, its officers and directors and the officers and directors of House2Home who were also officers or directors of the Company of all claims and liabilities, including any claims arising out of the 1997 spin-off, including $1.7 million owed by BJÕs to House2Home under the Tax Sharing Agreement. BJÕs claims on account of payments to landlords are allowed in the amount of $29.8 million and its claims under the Tax Sharing Agreement have been allowed in the amount of $8.0 million. BJÕs received pre-tax payments of $4.5 million and $4.4 million on account of these claims in 2004 and 2005, respectively. In March 2006, the Company received pre-tax bankruptcy recoveries of $3.1 million on account of these claims.

Procedures for Addressing Conflicts

As a result of the Distribution, BJÕs and House2Home had significant contractual and other ongoing relationships that may present certain conflict situations for Mr. Zarkin, who serves as Chairman of the Board of Directors of the Company and who served as Chairman of the Board of Directors of House2Home from July 1997 to June 2002, and for Mr. Waxlax, who serves as a director of the Company and who served as a director of House2Home from July 1997 to March 2002. BJÕs has adopted procedures to be followed by its Board of Directors to limit the involvement of such persons in conflict situations whereby all transactions being considered by BJÕs which relate to House2Home must (i) be approved by a majority of the Board of Directors and by a majority of the disinterested members of the Board of Directors and (ii) be on terms no less favorable to BJÕs than could be obtained from unaffiliated third parties, as determined by a majority of the Board of Directors and by a majority of the disinterested members of the Board of Directors.

In October 2001, the Board appointed a Special Committee comprised of Messrs. Coppersmith, Dion and Mitchell, each of whom is a disinterested and independent member of the Board, to act for the Board on matters pertaining to House2Home. The Special Committee approved the settlements described above. In light of the CompanyÕs entry into the settlement agreement, in July 2004, the Board dissolved the Special Committee.

4/19/2005 Proxy Information

In connection with the spin-off of the Company from Waban in July 1997 (the ŌDistributionĶ), BJÕs and House2Home entered into several agreements. Although the following summaries of certain of these agreements set forth an accurate description of their material terms and provisions, such summaries are qualified in their entirety by reference to the detailed provisions of the agreements, each of which has previously been filed with the SEC.

Distribution Agreement

BJÕs and House2Home entered into a Separation and Distribution Agreement (the ŌDistribution AgreementĶ), which provided for, among other things, (i) the division between BJÕs and House2Home of certain assets and liabilities; (ii) other agreements governing certain aspects of the relationship between BJÕs and House2Home following the Distribution; and (iii) an agreement regarding certain matters relating to lease liabilities described below.

Under the Distribution Agreement, except as provided in the other agreements, BJÕs agreed to indemnify House2Home for liabilities relating to BJÕs business. Similarly, House2Home agreed to indemnify BJÕs for liabilities pertaining to House2HomeÕs business. The Distribution Agreement also requires BJÕs and House2Home to indemnify each other for losses incurred due to a failure to perform their respective obligations under the Distribution Agreement or any other agreement entered into in connection with the Distribution.

Leases

Pursuant to the Distribution Agreement, effective upon the Distribution, BJÕs assumed all liabilities to third-party lessors with respect to leases entered into by Waban with respect to the BJÕs Division and agreed to indemnify House2Home for such liabilities.

In connection with the spin-off of Waban by The TJX Companies, Inc. (ŌTJXĶ) in 1989, Waban and TJX entered into an agreement (the Ō1989 AgreementĶ) pursuant to which Waban agreed to indemnify TJX against any liabilities that TJX might incur with respect to certain House2Home real estate leases as to which TJX was either a lessee or guarantor. Pursuant to a subsequent agreement, BJÕs agreed to indemnify TJX for 100% of House2HomeÕs lease liabilities through January 31, 2003, and for 50% of such liabilities thereafter.

House2Home filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code on November 7, 2001. In 2001, the Company recorded pre-tax charges of $106.4 million (including interest accretion charges of $1.4 million) for its estimated loss associated with 41 House2Home leases. On a post-tax basis, these charges totaled $63.8 million, or $.86 per diluted share. This loss was based on the present value of rent liabilities under these leases, including estimated real estate taxes and common area maintenance charges, reduced by estimated income from the subleasing of these properties. An annual discount rate of 6% was used to calculate the present value of these lease obligations.

In 2002, the Company settled its obligations for 23 House2Home leases through lump sum payments. The leases for four additional House2Home properties were assigned to third parties (BJÕs remains contingently liable for three of these leases). Based on the significant progress made in settling these leases and an evaluation of its remaining obligations, the Company recorded a pre-tax gain of $20.0 million to reduce its obligations related to House2Home leases, offset by pre-tax interest accretion charges of $4.4 million. Taken together, these amounts resulted in a post-tax gain of $9.4 million, or $.13 per diluted share.

In 2003, the Company settled its obligations for 12 additional House2Home leases through lump sum payments and recorded a pre-tax gain of $5.5 million ($3.3 million post-tax) to reflect favorable progress in settling the remaining House2Home leases, offset by pre-tax interest accretion of $1.0 million.

As of January 29, 2005, all 41 of the House2Home leases for which the Company was contingently liable have been settled, including lump sum settlements for 38 leases. The other three House2Home properties (for which the Company remains contingently liable) have been assigned to third parties who, to the knowledge of the Company, are satisfying all obligations under such leases on a current basis. In 2004, the Company recorded a pre-tax gain of $2.7 million ($1.6 million post-tax) to reflect favorable progress in settling the remaining House2Home leases, offset by pre-tax interest accretion of $0.2 million.

Tax Sharing Agreement

BJÕs and House2Home entered into a Tax Sharing Agreement (the ŌTax Sharing AgreementĶ) providing for the allocation between the parties of federal, state, local and foreign tax liabilities and the entitlement to tax refunds for periods beginning prior to the date of the Distribution, and various related matters. In 2003, the Company also recognized a reduction in its tax provision of $1.7 million due to state tax liabilities which were assumed by House2Home as part of the settlement agreement described below.

Settlement Agreement

The Company has filed proofs of claim against House2Home for claims arising primarily from BJÕs indemnification of TJX with respect to TJXÕs guarantee of House2Home leases and from the Tax Sharing Agreement. House2Home and its creditors committee contested the validity and amount of the claims filed by BJÕs and the creditors committee threatened action against BJÕs on account of claims arising out of the 1997 spin-off of the Company from Waban. The Company entered into a settlement agreement with House2Home, which has been approved by the Bankruptcy Court which resolves the proofs of claim filed by BJÕs and releases BJÕs, its officers and directors and the officers and directors of House2Home who were also officers or directors of the Company of all claims and liabilities, including any claims arising out of the 1997 spin-off. BJÕs claims on account of payments to landlords are allowed in the amount of $29.8 million and its claims under the Tax Sharing Agreement have been allowed in the amount of $8.0 million. In 2004, BJÕs received payments of $4.5 million on account of these claims. In addition, BJÕs entered into an agreement with the Indenture Trustee for certain subordinated notes issued by House2Home which settles BJÕs claim that BJÕs claims against House2Home constitute senior debt within the meaning of the indenture governing the House2Home subordinated notes. The Indenture Trustee paid the Company $2.5 million in 2004. BJÕs is not entitled to any other payments from the Indenture Trustee.

Procedures for Addressing Conflicts

As a result of the Distribution, BJÕs and House2Home had significant contractual and other ongoing relationships that may present certain conflict situations for Mr. Zarkin, who serves as Chairman of the Board of Directors of the Company and who served as Chairman of the Board of Directors of House2Home from July 1997 to June 2002, and for Mr. Waxlax, who serves as a director of the Company and who served as a director of House2Home from July 1997 to March 2002. BJÕs has adopted procedures to be followed by its Board of Directors to limit the involvement of such persons in conflict situations whereby all transactions being considered by BJÕs which relate to House2Home must (i) be approved by a majority of the Board of Directors and by a majority of the disinterested members of the Board of Directors and (ii) be on terms no less favorable to BJÕs than could be obtained from unaffiliated third parties, as determined by a majority of the Board of Directors and by a majority of the disinterested members of the Board of Directors.

In October 2001, the Board appointed a Special Committee comprised of Messrs. Coppersmith, Dion and Mitchell, each of whom is a disinterested and independent member of the Board, to act for the Board on matters pertaining to House2Home. The Special Committee approved the settlements described above. In July 2004, the Board dissolved the Special Committee.

4/19/2004 Proxy Information

Edward J. Weisberger served as Senior Vice President of BJ's Wholesale Club, Inc. from July 1997 to July 2000 and was Senior Vice President and Chief Financial Officer of Waban, Inc. from September 1994 to July 1997.

During fiscal 2003, Messrs. Gerald and Norman Zarkin, brothers of Mr. Zarkin, the CompanyÕs Chairman of the Board, had an interest in the following business transactions involving the Company.

In fiscal 2003, the Company purchased approximately $77,000 in merchandise from TeeÕs Plus Corporation (ŌTeeÕs PlusĶ), where Mr. Gerald Zarkin is an employee. Mr. Gerald Zarkin earned approximately $2,300 in commissions and other payments from TeeÕs Plus with respect to these purchases by the Company. In addition, the Company has a consignment arrangement with Universal Supply MC, LLC (ŌUniversalĶ) for the sale of specialty caps and also purchases certain merchandise from Universal. The Company provides space in its clubs for the display of UniversalÕs cap inventory and the Company receives a percentage of the sales made by Universal to the CompanyÕs members. In fiscal 2003, the total amount of consignment sales was approximately $170,000, of which the Company received approximately $28,000 from Universal pursuant to this arrangement. In addition, the Company paid approximately $75,000 for merchandise purchased from Universal. Mr. Gerald Zarkin has a ten percent interest in Universal and received approximately $6,400 in commissions related to these transactions.

Mr. Norman Zarkin is the sole shareholder of The Zarkin Group, Inc. The Zarkin Group, Inc. serves as a consultant for Wireless Retail, Inc. (ŌWRIĶ), which provides direct sales of wireless services and equipment to the CompanyÕs members. Pursuant to an arrangement between the Company and WRI, the Company provides WRI with space in the CompanyÕs clubs and the Company receives a flat fee calculated based on sales volume plus a percentage of the sales made by WRI to the CompanyÕs members. In fiscal 2003, the Company received approximately $3 million from WRI pursuant to this arrangement and The Zarkin Group, Inc. was paid approximately $112,500 in consulting fees and commissions by WRI with respect to sales by WRI to the CompanyÕs members. In addition, in fiscal 2003, The Zarkin Group, Inc. received approximately $17,700, in the aggregate, in commissions for sales made to the Company by The Stratis Group, Inc., RK Tex, Inc. and Cutie Pie Baby, Inc., each of which is a vendor of the Company. In the aggregate, the Company purchased approximately $4.2 million of merchandise from these vendors.

The Company believes that each of the transactions described above was carried out on terms that were no less favorable to the Company than those that would have been obtained from unaffiliated third parties.

During fiscal 2003, the Company had an agreement with Fidelity Management Trust Company (FMTC) to provide 401(k) plan administration. FMTC also serves as trustee with respect to the assets of the CompanyÕs 401(k) plans. The Company paid fees for these services totaling approximately $78,300 in fiscal 2003. Additionally, fees are paid by plan participants in the form of investment management services fees generated on various transactions including loan setup and related fees. FMTC is a subsidiary of FMR Corp. and, as of December 31, 2003, FMR Corp. beneficially owned more than five percent of the CompanyÕs common stock.

4/22/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.