Executive Vice President, Club Operations - Employment Agreement

Exhibit 10.28

Thomas F. Gallagher

EMPLOYMENT AGREEMENT AGREEMENT dated as of the 3 rd day of April 2007 between Thomas F. Gallagher, whose address is 313 Tarbert Drive, West Chester, Pennsylvania 19382 (" Executive" ), and BJ' s Wholesale Club, Inc., a Delaware corporation, whose principal office is One Mercer Road, Natick, Massachusetts (" Employer" or " Company" ).

WITNESSETH

WHEREAS , the Company and Executive are parties to that certain Employment Agreement dated October 4, 2002 (" 2002 Agreement);

WHEREAS , the Company and Executive desire to amend and restate the 2002 Agreement for the mutual benefit of both parties thereto; and

WHEREAS , the Company and Executive agree that upon the execution of this Agreement, the 2002 Agreement shall be replaced in its entirety and, as of the Effective Date hereof, shall have no force and effect.

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, the sufficiency of which is acknowledged by each party, and intending to be legally bound hereby, the Company and Executive agree as follows:

1. Employment and Duties .

1.1 Employment . As of the Effective Date, Executive is employed by the Company and serves the Company as its Executive Vice President, Club Operations, and the Company agrees to continue to employ and to retain the Executive in such capacity or other capacities as designated by the Chief Executive Officer (" CEO" ) or his/her designee from time to time. The Executive shall remain employed by the Company pursuant to the terms of this Agreement subject to the termination provisions of Section 3 below.

1.2 Duties . As of the Effective Date, Executive shall serve the Company as its Executive Vice President, Club Operations to serve in such capacity or other capacities as designated by the Board of Directors, the CEO or his/her designee from time to time. During the term of this Agreement, the Executive shall serve the Company faithfully, diligently and to the best of his/her ability and shall devote substantially all of his/her business time, energy and skill to the affairs of the Company as necessary to perform the duties of his/her position, and he shall not assume a position in any other business without the express written permission of the CEO; provided that the Executive may upon disclosure to the CEO (i) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the Executive' s duties to the Company and (ii) make any passive investments where

Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit Executive' s participation in any of the foregoing endeavors if the CEO believes, in his/her sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive' s ability to perform the duties under this Agreement.

2. Compensation and Benefits .

2.1 Base Salary . Executive shall receive a Base Salary at the rate of $375,000 per year. Such Base Salary shall be subject to periodic adjustment from time to time as determined by the Board of Directors in its sole discretion. Base Salary shall be payable in such manner and at such times as the Company shall pay base salary to other similarly situated executive employees.

2.2 Policies and Fringe Benefits . The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. The Executive shall be eligible to participate in all benefit programs that the Company establishes and makes available to all of its executives on such terms as the Board of Directors shall determine, if any, to the extent that the Executive meets the eligibility requirements to participate as set forth in the applicable plan or policy. Nothing herein limits the Company' s right to modify, change, limit eligibility or discontinue any plan or policy at any time, with or without prior notice.

2.3 Reimbursement of Expenses . The Company shall reimburse the Executive for all reasonable and appropriate travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his/her responsibilities or services under this Agreement, in accordance with policies and procedures, and subject to limitations, adopted by the Company from time to time.

2.4 Withholding . All salary and other compensation payable to the Executive pursuant to this Agreement shall be subject to applicable taxes and withholdings.

3. Termination of Employment and Benefits Upon Termination.

3.1 General . Executive' s employment pursuant to this Agreement shall terminate upon the earliest to occur of (i) the Executive' s death, (ii) a termination by reason of disability, (iii) a termination by the Company with or without Cause, (iv) a termination by the Executive, or (v) expiration of the Initial Term and any renewals or extensions thereof, unless at the expiration of such Initial Term, renewals or extensions thereof the Company determines that Executive' s employment will continue under separate terms and conditions. Whenever the Executive' s employment shall terminate, and regardless of the reason for such termination, effective that same date he shall resign all offices, appointments and/or other positions Executive may hold with the Company including, but not limited to, any parent corporation, subsidiaries or divisions of the Company or any such parent.

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3.2 Termination Due to Death . Executive' s employment shall automatically terminate upon the date of Executive' s death. No compensation or other benefits shall be payable to or accrue to Executive hereunder except as follows:

(a) (i) all amounts earned but unpaid hereunder through the date of termination with respect to salary, automobile allowance and vested but unused vacation; (ii) to the extent not already paid, any amounts to which Executive is entitled under the Company' s Management Incentive Plan (" MIP" ) for the fiscal year ended immediately prior to the date of termination; (iii) his/her vested account balance under the BJ' s Wholesale Club, Inc. 401(k) Savings Plan for Salaried Employees; and (iv) any unreimbursed expenses incurred in accordance with Company policy (collectively, " Earned Obligations" ); (b) any amounts the Executive would have been entitled to receive under the Company' s MIP had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid to the Executive' s estate at the same time as other MIP payments for the year in which the termination occurs are paid; and

(c) any payments or benefits under other plans of the Company to the extent such plans provide for benefits following Executive' s death.

3.3 Termination Due to Disability . Executive' s employment may be terminated by reason of Executive' s disability, upon notice to Executive, in the event of the inability of Executive to perform his/her duties hereunder by reason of disability, whether by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating Executive for a continuous period exceeding one hundred twenty (120) days, as certified by a physician selected by Executive and the Company in good faith. No compensation or other benefits shall be payable to or accrue to Executive hereunder except as follows:

(a) all Earned Obligations;

(b) any amounts the Executive would have been entitled to receive under the Company' s MIP plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other MIP payments for the year in which the termination occurs are paid; and

(c) any payments or benefits under other plans of the Company to the extent such plans ...