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                                                                     EXHIBIT 10


                        AMENDMENT TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as
of this 29th day of September, 2000 is made by, between and among BRADLEES,
INC., a Massachusetts Corporation, BRADLEES STORES, INC., a Massachusetts
Corporation (either of which are herein called the "Company", and both of which
are called the "Companies"), and PETER THORNER (the "Executive").

         WHEREAS, the Companies have entered into an employment agreement with
the Executive dated October 26, 1995, as amended November 7, 1997, as further
supplemented (to reflect compensation adjustments) April 15, 1998, and as
further amended May 3, 1999 and June 7, 2000; and

         WHEREAS, by the terms of Article IX of the Amended and Restated
Employment Agreement, the Companies are obligated upon the occurrence of certain
events to obtain an irrevocable unconditional standby letter of credit in an
aggregate amount of $3,000,000 to secure financial obligations the Companies
have to the Executive pursuant to the Amended and Restated Employment Agreement
(the "Letter of Credit"); and

         WHEREAS, the Companies have obtained the Letter of Credit; and

         WHEREAS, the Executive's rights and responsibilities have been
increased significantly under the Agreement to include his rights and
responsibilities as Chairman of the Board and Chief Executive Officer of the
Companies; and

         WHEREAS, the Executive's compensation, including, without limitation,
his annual compensation, his target incentive compensation, and notably, the
benefits due to him pursuant to his participation in the Companies' Supplemental
Executive Retirement Plan (the "SERP") have also increased significantly under
the Amended and Restated Employment Agreement and the SERP commensurate with the
increase in his rights and responsibilities under the Amended and Restated
Employment Agreement and his longevity in the employ of the Companies; and

         WHEREAS, the Companies obligations to the Executive pursuant to the
SERP are unfunded; and

         WHEREAS, the Companies are desirous under certain circumstances of
increasing the amount of the Letter of Credit from $3,000,000 to $6,000,000 to
reflect the Executive's increased compensation pursuant to the Amended and
Restated Employment Agreement and the SERP, and are further desirous of
directing that the proceeds of the Letter of Credit, should they be drawn by the
Executive in accordance with the Amended and Restated Employment Agreement, be
initially applied to obligations of the Companies pursuant to the SERP, and then
the remaining proceeds, if any, be applied to other compensation (including
severance compensation) due the Executive pursuant to the amended and Restated
Employment Agreement.


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         NOW THEREFORE, the Companies and the Executive agree as follows:

         1.  Article IX of the Amended and Restated Employment Agreement is
             hereby amended by the addition of new Section 9.5 as follows:

             9.5 INCREASE IN VALUE OF LETTER OF CREDIt. From and after August 1,
             2000, the Companies shall increase the amount of the Letter of
             Credit from $3,000,000 to $6,000,000 should a) the Executive's
             compensation, including his annual compensation, his target
             incentive compensation, and the benefits due to him pursuant to the
             Supplemental Executive Retirement Plan provided for in Article VIII
             hereof, increase significantly from the compensation due the
             Executive as of the Commencement Date hereof, and b) so long as no
             event of default is caused by such acts or actions, and the
             amendment or reissuance of the Letter of Credit is otherwise within
             the parameters of the Companies' credit facility. The Executive
             shall have the right to apply all proceeds of the Letter of Credit
             to the Executive's benefits pursuant to the Supplemental Executive
             Retirement Plan prior to applying the remaining proceeds, if any,
             to other compensation due the Executive (including severance
             compensation).

         2.  All other terms and conditions of the Amended and Restated
             Employment Agreement as amended shall remain unchanged and in full
             force and effect.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

                                          BRADLEES, INC.

Attest:
                                          By: /s/ David L. Schmitt
                                              ---------------------
/s/ Greg Dieffenbach
---------------------                     Its: Senior Vice President

                                          BRADLEES STORES, INC.
Attest:

                                          By: /s/ David L. Schmitt
                                              ---------------------
/s/ Greg Dieffenbach
---------------------
                                          Its: Senior Vice President

Attest:                                   EXECUTIVE

/s/ Greg Dieffenbach                      /s/ Peter Thorner
---------------------                     --------------------------
                                          Peter Thorner