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                                                                    Exhibit 10.2

                                  Amendment to
                  February 4, 1999 Change of Control Agreement
                          Between Michael T. Wedge and
                            BJ's Wholesale Club, Inc.

     The February 4, 1999 Change of Control Agreement (the "Agreement") between
Michael T. Wedge of 10 Tammer Lane, Hopkinton, Massachusetts 01748 ("Executive")
and BJ's Wholesale Club, Inc., a Delaware corporation (the "Company"), whose
principal office is in Natick, Massachusetts, is hereby amended, effective as of
September 9, 2002, as follows.

          1. Section 1.2 of the Agreement is amended to read in its entirety as
     follows:

     1.2 Benefits Following Qualified Termination of Employment. Executive shall
be entitled to the following benefits upon a Qualified Termination:

          (a) Within 30 days following the Date of Termination, the Company
     shall pay to Executive the following in a lump sum:

          (i) an amount equal to three times Executive's Base Salary for one
     year at the rate in effect immediately prior to the Date of Termination or,
     if higher, the Control Event (or if Executive's Base Salary was reduced
     within 180 days before the commencement of a Standstill Period, the rate in
     effect immediately prior to such reduction), plus the accrued and unpaid
     portion of Executive's Base Salary through the Date of Termination. Any
     payments made to Executive under any long term disability plan of the
     Company with respect to the three years following termination of employment
     shall be offset against such three times Base Salary payment. Executive
     shall promptly make reimbursement payments to the Company to the extent any
     such disability payments are received by Executive after the Base Salary
     payment; and

          (ii) an amount equal to three times Executive's automobile allowance
     for one year at the rate in effect immediately prior to the Date of
     Termination or, if higher, the Control Event (or if such automobile
     allowance was reduced within 180 days before the commencement of a
     Standstill Period, the rate in effect immediately prior to such reduction
     unless such reduction was offset by an increase in Base Salary during such
     180-day period), plus any portion of Executive's automobile allowance
     payable but unpaid through the Date of Termination; and

          (iii) an amount equal to three times the Target Bonus amount, as
     defined and determined under Section 1.1 (a) above without any fractional
     adjustment.

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          (b) Until the third anniversary of the Date of Termination, the
     Company shall maintain in full force and effect for the continued benefit
     of Executive and Executive's family all life insurance and medical
     insurance (other than long-term disability) plans and programs in which
     Executive was entitled to participate immediately prior to the Control
     Event (or if Executive's title was changed to a level below that of
     Executive's Current Title within 180 days before the commencement of a
     Standstill Period, all such plans and programs in which Executive was
     entitled to participate immediately prior to such change, if the benefits
     thereunder are greater), provided that Executive's continued participation
     is possible under the general terms and provisions of such plans and
     programs. In the event that participation in such plans or programs is not
     available to Executive for any reason, including termination of the plan,
     the Company shall arrange upon comparable terms to provide Executive with
     benefits substantially similar to those which Executive is entitled to
     receive under such plans and programs. Notwithstanding the foregoing, the
     Company's obligations hereunder with respect to life insurance or medical
     insurance plans and programs shall be deemed satisfied to the extent (but
     only to the extent) of any such insurance coverage or benefits provided by
     another employer.

          (c) If Qualified Termination occurs by reason of Disability, the
     Company shall maintain in full force and effect for the continued benefit
     of Executive, disability benefits and/or disability insurance at the same
     level to which Executive was entitled immediately prior to the Qualified
     Termination.

          2. Section 8.7 is Amended to read in its entirety as follows:

               "12. Entire Agreement. This Amendment, the Agreement and Exhibits
          A and B to the Agreement supersede all prior written or oral
          agreements between the Company and the Executive and represents the
          entire agreement between the parties relating to the Agreement."


     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.


                                          BJ'S WHOLESALE CLUB, INC.

                                          By: /s/ Herbert J. Zarkin
                                              ----------------------------------
                                              Herbert J. Zarkin, Chairman of
                                              the Board


                                          By: /s/ Michael T. Wedge
                                              ----------------------------------
                                              Michael T. Wedge, President and
                                              Chief Executive Officer