0001193125-03-095695 Sample Contracts

AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • December 17th, 2003 • BJS Wholesale Club Inc • Retail-variety stores • Delaware

This AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of November 17, 2003 (the “Agreement”), between BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York corporation, as Rights Agent (the “Rights Agent”), hereby amends and restates the Rights Agreement, dated as of July 10, 1997, as amended by Amendment No. 1, dated as of February 4, 1999, to the Rights Agreement between the Company and First Chicago Trust Company of New York (the “Original Agreement”).

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