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                                                                    EXHIBIT 10.8


                     (As amended through February 4, 1999)

                           BJ'S WHOLESALE CLUB, INC.

                     EXECUTIVE RETIREMENT PLAN, As Amended


     BJ's Wholesale Club, Inc. (the "Company") desires to assure that it and its
subsidiaries will have the benefit of the continued service and experience of
certain of their key employees and to assure the Company and such employees of
the continuity of management in the event of a change of control of the Company,
and amends and restates this plan (the "Plan") to provide such assurances. This
amended and restated Plan is intended to cover as Participants those employees
of the Company who are designated or otherwise described as Participant in
Article 1.8.

     ARTICLE 1.  DEFINITIONS.  The following terms as used in this Plan shall
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have the following meanings:

     1.1   "Code" shall mean the Internal Revenue Code of 1986, as the same
presently exists and as the same may hereafter be amended, or any successor
statute of similar purpose.

     1.2   "Committee" shall mean the Executive Compensation Committee of the
Board of Directors of BJ's Wholesale Club, Inc.

     1.3   "Company" shall mean BJ's Wholesale Club, Inc. and any wholly-owned
subsidiaries of BJ's Wholesale Club, Inc.

     1.4   "Compensation" shall mean, for any Plan Year, a participant's
actual base salary earned during the Plan Year (before taking into account any
reduction in base salary pursuant to a salary reduction agreement under Section
401(k) or Section 125 of the Code).  Any base salary that is deferred under a
non-qualified deferred compensation plan shall be included as "Compensation" for
the Plan Year in which the salary is earned but not included for the Plan Year
in which such deferred compensation is paid.

     1.5   "Effective Date" shall mean July 27, 1997.

     1.6   "Plan" shall mean the BJ's Wholesale Club, Inc. Executive
Retirement Plan, as herein set forth, including any and all amendments hereto
and restatements hereof.

     1.7   "Plan Year" shall mean the Company's fiscal year.

     1.8   "Participant" shall mean an employee of the Company selected by the
Committee to be a Participant in the Plan; provided, however, that the Committee
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shall in no event designate as a Participant hereunder any employee who is not a
highly compensated employee or a member of the Company's select group of
management-level employees.  The list of Participants
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is attached as "Schedule A" hereto, which list shall be periodically updated.
The Committee, in its sole and absolute discretion, may designate new
Participants and remove persons as Participants hereunder, provided, however,
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that the Committee may not take any action so as to reduce a former
Participant's funded benefit hereunder. Notwithstanding the foregoing, all
Company employees as of the Effective Date who immediately prior to the
Effective Date were Waban Inc. employees who participated in the Waban Inc.
Executive Retirement Plan shall (i) be Participants in the Plan, and (ii) all
years of Service, Annual Retirement Contributions, accrued benefits and other
benefits, rights and features of or attributable to such employees under the
Waban Inc. Executive Retirement Plan shall continue in full force and effect and
carry over into this Plan.

     1.9   "Annual Retirement Contribution" shall mean that amount the Company
contributes on behalf of each Participant pursuant to Article 2 hereof.

     1.10  "Years of Service" shall mean each 52 or 53 week period of
uninterrupted service with the Company, including Waban Inc., and their
subsidiaries, ending on the last Saturday in January. A non-compensated leave of
absence shall be excluded from Years of Service.

     1.11  "Change of Control" shall have the meaning set forth in Exhibit A.


     ARTICLE 2.  BENEFITS UNDER THIS PLAN
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     2.1   Annual Retirement Contribution.  The Committee shall determine, in
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its sole discretion, at any time within two (2) months prior to the end of the
Plan Year but no later than two and-one-half (2-1/2) months following the close
of the Plan Year, the amount of Annual Retirement Contribution the Company will
make on behalf of each Participant, which amount shall be distributed or deemed
distributed (as the case may be) as soon as practicable after the Committee's
determination.

     A Participant hereunder shall be entitled to an Annual Retirement
Contribution in a Plan Year only if the Participant was actively employed by the
Company on the last day of such Plan Year, unless the Participant's termination
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of employment during the Plan Year occurred due to either the Participant's (i)
retirement on or after the attainment of age fifty-five (55), or (ii) disability
(as defined under the Company's long-term disability plan).

     2.2   Amount of Annual Retirement Contribution.  The Committee shall have
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sole and absolute discretion to determine the amount of the Annual Retirement
Contribution; provided that the smallest Annual Retirement Contribution the
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Committee may determine on behalf of each Participant shall be that amount
sufficient to provide the Participant with a benefit equal to three percent (3%)
of the Participant's Compensation on an "after-tax" basis, taking into account
the Participant's appropriate marginal tax bracket.  The "after-tax" value of
the Annual Retirement Contribution is hereinafter referred to as the "After-Tax
Benefit".

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     2.3   Investment of After-Tax Benefit.  As a condition of being a
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Participant hereunder, each Participant agrees, understands and accepts that the
After-Tax Benefit will be used to fund an appropriate vehicle to provide
retirement income and benefit to the Participant (such as an insurance policy),
which such vehicle shall be chosen by the Committee.  If the Committee chooses
an insurance program as said appropriate vehicle, then in the Committee's sole
discretion either: (i) the Participant shall apply the After-Tax Benefit to
purchase and maintain an individual policy (with the Participant as the owner
thereof), or (ii) the Committee shall, on behalf of the Participant, apply the
After-Tax Benefit to purchase and maintain an individual account (with the
Participant as the owner thereof) under a group policy.

     The Committee reserves the right not to make Annual Retirement
Contributions on behalf of a Participant if it becomes aware or determines that
prior Annual Retirement Contributions are not being applied in accordance with
the terms and intent of this paragraph 2.3.


     ARTICLE 3.  FUNDING
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     3.1   Four Year Rule.  Notwithstanding anything to the contrary herein
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contained or implied, other than the provisions of Section 3.5 hereof, including
Section 2.1 hereof, the Company will make payment in respect of a Participant's
Annual Retirement Contribution for a Plan Year only if the Participant has been
credited with at least four (4) Years of Service by, and is employed by the
Company at, the end of such Plan Year.

     3.2   Treatment of Participants with Less Than Four Years of Service.  If
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a Participant hereunder is credited with less than four (4) Years of Service by
the end of the applicable Plan Year, the Participant will accrue the right to an
Annual Retirement Contribution for that Plan year, based on (i) the Annual
Retirement Contribution approved by the Committee for that Plan Year, and (ii)
the Participant's Compensation for that Plan Year.

     In the Plan Year in which the Participant is first credited with four (4)
Years of Service, the Company will, in the time-frame determined in accordance
with Section 2.1 hereof, make an aggregate retirement contribution on behalf of
the Participant equal to: (i) the amount of the Annual Retirement Contribution
of such Plan Year, plus (ii) the Annual Retirement Contribution amounts the
Participant had accrued in the prior three (3) Plan Years, as determined
pursuant to the first sentence of this Section 3.2.  The aggregate retirement
contribution shall be treated as provided in Section 2.3 hereof.

     3.3   Forfeitures.  If a Participant hereunder terminates employment with
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the Company prior to being credited with four (4) years of Service, the
Participant shall forfeit the right to any benefit accrued hereunder.

     3.4   Modification.  By virtue of participating in this Plan, each
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Participant authorizes the Company to adjust the amounts of insurance for
whatever reason, such as to account for changes in salary, modifications in
benefit formulas, etc.

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     3.5   Change of Control.  Effective upon any Change of Control occurring
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after February 4, 1999 (as defined in Exhibit A to the Plan), a Participant will
be fully vested in any benefit accrued under this Plan and will no longer
forfeit any such accrued benefit upon a termination of employment.  In addition,
with respect to the Plan Year in which the Change of Control occurs, each
Participant will receive an Annual Retirement Contribution for such Plan Year
equal to that percentage of the Participant's Compensation for such Plan Year
(annualizing the Participant's Compensation earned through the date upon which
the Change of Control occurs) which is the same as the average percentage of
Compensation contributed or accrued as the Annual Retirement Contribution for
each Participant for each of the three immediately preceding Plan Years (or, if
fewer, such number of Plan Years as the Participant has accrued an Annual
Retirement Contribution under this Plan).  Within 60 days after such Change of
Control, the Company will contribute (a) the Annual Retirement Contribution for
the Plan Year in which the Change of Control occurs as described herein, and (b)
the Annual Retirement Contribution amounts any Participant had accrued in prior
Plan Years as a Participant which had not yet been distributed to or on behalf
of such Participant, to either (i) the investment vehicle to which the prior
Plan Year's distribution had been made under this Plan; or, at the election of
the Participant, (ii) to any other account which the Committee and the
Participant may choose, consistent with the goals of the Plan.


     ARTICLE 4.  EFFECT ON EMPLOYMENT RIGHTS.  This Plan shall not constitute an
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employment contract and nothing contained in this Plan shall confer upon the
Participant the right to be retained in the service of the Company nor limit the
right of the Company to discharge or otherwise deal with the Participant without
regard to the existence of this Plan.


     ARTICLE 5.  ADMINISTRATION.
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     5.1   Plan Administration.  The authority to control and manage the
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operation and administration of the Plan shall be placed in the Committee.  The
Committee shall have full power, discretion and authority to interpret, construe
and administer the Plan and any part thereof.

     Subject to the limitations of this Plan, the Committee from time to time
may establish rules for the administration and interpretation of the Plan and
the transaction of its business.  The determination of the Committee as to any
disputed question shall be conclusive.

     The members of the Committee may authorize one or more of their number or
any officer of the Company to execute or deliver any instrument, make any
payment or perform any other act which the Plan authorizes or requires the
Committee to do.

     The Committee may employ counsel and other agents and may procure such
clerical, accounting, actuarial, consulting and other services as it may require
in carrying out the provisions of the Plan.

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     5.2   Indemnification.  The Company shall indemnify and save harmless
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each member of the Committee against all expenses and liabilities arising out of
membership on such Committee, excepting only expenses and liabilities arising
from such member's own gross negligence or willful misconduct, as determined by
the Board of Directors or outside counsel designated by the Board of Directors.


     ARTICLE 6.  AMENDMENT OR TERMINATION OF PLAN.  The Plan may be amended,
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suspended or terminated in whole or in part at any time and from time to time by
the Committee.  No such amendment, suspension or termination shall retroactively
impair or otherwise adversely affect the rights of any Participant to benefits
under this Plan that have been funded prior to the date of such amendment,
suspension or termination.


     ARTICLE 7.  NONASSIGNMENT.  The right to benefits hereunder shall not be
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assignable, and the Participant shall not be entitled to have such payments
commuted or made otherwise than in accordance with the provisions of the Plan.


     ARTICLE 8.  CONSTRUCTION.
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     8.1   Heading and Captions.  The headings and captions herein are provided
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for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.

     8.2   Singular Includes Plural.  Except where otherwise clearly indicated
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by context, the singular shall include the plural, and vice-versa.


     ARTICLE 9.  RELEVANT LAW.  This Plan shall be construed and enforced in
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accordance with the laws of the Commonwealth of Massachusetts to the extent such
laws are not preempted by federal law.

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                                                                       Exhibit A

                        Definition of Change of Control
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For the purposes of this Plan, a "Change of Control" shall mean:

          (a)  The acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then-outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (iv)
any acquisition by any corporation pursuant to a transaction which satisfies the
criteria set forth in clauses (i), (ii) and (iii) of subsection (c) of this
definition; or

          (b)  Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequently
to the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board (except that this proviso shall
not apply to any individual whose initial assumption of office as a director
occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board); or

          (c)  Consummation of a reorganization, merger or consolidation
involving the Company or a sale or other disposition of all or substantially all
of the assets of the Company (a "Business Combination"), in each case, unless,
immediately following such Business Combination, (i) all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, of the
corporation resulting from such Business Combination (which as used in section
(c) of this definition shall include, without limitation, a corporation which as
a result of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit

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plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination, or the combined voting power of the
then-outstanding voting securities of such corporation and (iii) at least half
of the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or

          (d)  Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

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