Effective Date: December 1, 2007

BJ’s Rewards Membership includes the Primary Member and the Household Cardholder. For Business Members, BJ’s Rewards Membership includes the Business Primary Member and the first Supplemental Cardholder. Additional Supplemental Memberships associated with the Primary are not impacted by or included in the BJ’s Rewards^® program.

Existing BJ’s Members may upgrade their existing Membership to a BJ’s Rewards Membership at any time for an adjusted fee, based on the number of months remaining on the existing BJ’s Membership.

BJ’s Rewards^® Members receive a Reward, equal to 2% of eligible BJ’s purchases made at any BJ’s Club location and, effective September 29, 2006, online at BJ’s web site, www.bjs.com, redeemable ONLY toward the future purchases of qualifying merchandise at BJ’s Club locations. Calculation of the Reward will not exceed $500 for a 12-month period. For BJ’s Rewards Members, the rewards calculation is based on the purchases made by the Primary Member and the Household Cardholder. For BJ’s Rewards Business Members, the Rewards calculation is based on the purchases made by the Primary Member and the Supplemental Cardholder. Rewards will be issued to the Cardholder in two (2) installments each year.

Supplemental Member may participate in the Rewards program by purchasing a separate BJ’s Rewards Membership and becoming a Primary Member.

Rewards are calculated beginning with the first qualifying purchase following the effective date of the Rewards upgrade.

Rewards are mailed to the current mailing address of the Primary Member as listed in BJ’s files. Members may verify or update current address information online, at the Member Services Desk at any BJ’s Club or by calling BJ’s toll-free number at 877-257-7772.

Rewards will not be replaced if lost or stolen.

Rewards are 2% of the net, pre-tax amount of purchases of qualifying merchandise made through the front-end registers at BJ’s Club locations and online at BJ’s web site, www.bjs.com, (excluding shipping, handling, delivery and installation charges, as applicable) by legal U.S. residents with active BJ’s Rewards Memberships at the time eligible purchases are accrued. (The purchasing transaction must be initiated with the Member’s BJ’s Rewards Membership Card or BJ’s Rewards Membership number. Rewards will NOT be calculated on purchases:

• of cigarettes or other tobacco-related products
• of alcoholic beverages
• that are NOT recorded through BJ’s front-end registers for in-Club purchases, such as BJ’s Specialty Services (including but not limited to, auto buying program, cellular phone services, custom embroidery, optical, purchases at BJ’s gas stations and food courts and travel)
• of Membership Fees, Gift Cards and Gifts of Membership
• or miscellaneous fees, bottle deposits, lottery sales and taxes, including sales tax
• that are prohibited by legal or regulatory restrictions
• made by anyone other than the BJ’s Rewards Membership Primary and Household Cardholder, or the BJ’s Rewards Business Membership Primary and first Supplemental Cardholder
• made using an expired BJ’s Rewards Membership Card, where the Rewards Membership fee has not been received for the current period.

Rewards will be issued to the Primary Member of the account and Rewards shall expire six (6) months after issuance. Rewards are redeemable toward the purchase of BJ’s merchandise ONLY through the front-end registers at BJ’s Club locations and have no independent cash value. Rewards may NOT be used toward purchases:

• of cigarettes or other tobacco-related products
• of alcoholic beverages
• that are NOT recorded through BJ’s front-end registers for in-Club purchases, such as BJ’s Specialty Services (including but not limited to, auto buying program, cellular phone services, custom embroidery, optical, purchases at BJ’s gas stations and food courts and travel)
• of Membership Fees, Gift Cards and Gifts of Membership
• or miscellaneous fees, bottle deposits, lottery sales and taxes, including sales tax
• that are prohibited by legal or regulatory restrictions
• made by anyone other than the BJ’s Rewards Membership Primary and Household Cardholder, or the BJ’s Rewards Business Membership Primary and first Supplemental Cardholder
• made using an expired BJ’s Rewards Membership Card, where the Rewards Membership fee has not been received for the current period
• made online at BJ’s web site, www.bjs.com.

In addition to 2% Rewards, the BJ’s Rewards Membership provides for limited-time offers as periodically announced by BJ’s. Please watch your mail and visit your nearest BJ’s for information on current and future promotions.

Per BJ’s Membership Money-back Satisfaction Guarantee, if at any time during the first 90 days after joining BJ’s as a BJ’s Rewards Member you decide to cancel your Membership, you will receive a full refund of the Membership fee paid.* However, you will not be paid for any accrued BJ’s Rewards earned during this 90-day period.

BJ’s Rewards Members who choose to downgrade their BJ’s Rewards Membership at the time of renewal will receive all Rewards accrued during the prior paid Rewards calculation period.

The BJ’s Rewards Membership is subject to the following restrictions: BJ’s reserves the right, in its discretion, to change or discontinue the BJ’s Rewards Membership or these BJ’s Rewards Membership Privileges and Conditions at any time, with or without notice, or to disqualify or cancel a Member’s participation for any or no reason. If outstanding checks are returned due to insufficient funds, the Member is not eligible to renew or upgrade to a BJ’s Rewards Membership.

*Membership Fee Refund does not apply to BJ’s Members who have been a BJ’s Member for more than 90 days. If a BJ’s Rewards Member downgrades to a regular Membership, all Rewards accrued during the Rewards calculation period will be paid out to the Rewards Member.

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