8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  June 15, 2005 

LINENS ’N THINGS, INC.

(Exact Name of Registrant as Specified in Charter) 

Delaware	1-12381	22-3463939
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)
6 Brighton Road, Clifton, New Jersey		07015
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code		(973) 778-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	INFORMATION TO BE INCLUDED IN THE REPORT
Section 1	Registrant’s Business and Operations
Item 1.01	Entry into a Material Definitive Agreement

Modifications To Supplemental Executive Retirement Program

     In its Current Report on Form 8-K dated December 29, 2004, the Company reported the approval by the Board of Directors of Linens ’n Things, Inc. (the “Company”) and by the Compensation Committee of the Board of Directors of modifications to the Company’s supplemental executive retirement program.

     At a meeting of the Compensation Committee on June 15, 2005, following review, consideration and discussion of the applicable documents prior to and at the meeting, the Compensation Committee approved the final documentation for the modified supplemental executive retirement program including, and attached as Exhibits 10.1, 10.2 and 10.3 respectively, (i) Linens ’n Things, Inc. Supplemental Executive Retirement Plan as amended and restated effective as of January 1, 2005, (ii) Linens ’n Things, Inc. Defined Contribution Supplemental Executive Retirement Plan effective as of July 1, 2004 and (iii) Letter Agreement dated May 5, 2005 to the Employment Agreement dated as of October 11, 2000 as amended through November 29, 2004 between the Company and Norman Axelrod, Chairman and Chief Executive Officer (the “Executive”) in connection with changes related to such modified supplemental executive retirement program.

     Since 1999 the Company has had in effect a supplemental executive retirement program comprised of the Supplemental Executive Retirement Plan effective July 1, 1999 ("defined benefit SERP") and the Split Dollar Agreement dated December 20, 1999 ("Split Dollar Agreement"). At present the Executive is the sole participant, although one or more future participants could be added to the supplemental executive retirement program by future action of the Compensation Committee. The Split Dollar insurance program was intended to 

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provide benefits in conjunction with benefits to be provided under the defined benefit SERP. However, as a result of the Sarbanes-Oxley Act of 2002, premium payments under the Split Dollar insurance policy have been prohibited since 2002 and therefore the Split Dollar insurance policy has been frozen, and no new premium payments have been made since the change in law in 2002.

     As reported in the Company’s Current Report on Form 8-K dated December 29, 2004, in December 2004 the Board of Directors and the Compensation Committee approved, as a result of this change in law, modifications to the defined benefit SERP and the addition of a new defined contribution supplemental executive retirement plan (“defined contribution SERP”). The final documentation for this program was approved by the Committee at its meeting on June 15, 2005. The supplemental retirement program is now comprised of the modified defined benefit SERP, the frozen Split Dollar Agreement and the new defined contribution SERP. The benefits payable under the modified program to the plan participant, to the extent they are to be paid from the defined contribution SERP and defined benefit SERP, provide for distribution in the form of a lump sum.

    The defined benefit SERP was amended, among other things, to:

     -     provide that the plan would be administered in accordance with new Section 409A of the Internal Revenue Code including provisions to change certain definitions to comply with new Section 409A, that any payments may be delayed for six months if necessary to comply with Section 409A, and that any deferral of commencement of benefits under the plan must be in accord with Section 409A (which generally requires the “redeferral” to be made at least 1 year prior to scheduled commencement, and that the deferral period be for at least 5 years);

    -     provide that the normal and only form of benefit is a lump sum distribution;
 

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     -     eliminate forfeiture of SERP benefits in the event of employment or engagement by a competitor in the one year period following termination of employment or in the event of termination for cause; instead, forfeiture of all SERP benefits by the participant would occur in the event of the participant’s conviction (following all appeals) of an indictable criminal offense involving the business or operations of the Company including financial fraud, embezzlement or other similar crime, in each case materially damaging to the business or reputation of the Company, and the addition of a “clawback” requiring the participant to pay back any such SERP benefits in the event such a forfeiture event were to occur following payment of the SERP benefits; also added to the plan provisions is a non-competition covenant on the same terms as in the participant’s employment agreement;

    -     to provide that the plan may not be amended or terminated without the consent of the participant;
 

    -     modify the offset amounts set forth in the plan;
 

    -     provides partial year credit in the case of cessation of employment prior to the completion of less than a majority of the business days in a year; full year credit continues to apply if the cessation of employment is at or following completion of a majority of the business days in a year;

     -     provide that upon termination of employment without cause benefits will be immediately payable in the normal form of a lump sum even if prior to age 55;

     -     for purposes of determining Final Average Compensation, in the event that the participant’s employment terminates, during the course of a year, as a result of any of the events set forth in Section 11(e) of the participant’s employment agreement following a Change in Control, base salary for the participant for such year shall be annualized for the entire year and bonus for such year shall be equal to the target bonus for the participant as set forth in his employment agreement, and in the event that participant’s employment terminates, during the course of a year, for any other reason, base salary for such year shall be the pro rata salary and bonus shall be the bonus to which participant is otherwise entitled to for such year under the terms of his employment agreement; and

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     -     provide for attorneys’ fees in the event of a claim for benefits by the participant not made in bad faith.

     The defined contribution SERP is the additional non-qualified “defined contribution” supplemental executive retirement plan added to the program due to the prohibition on premium payments under the Split Dollar Agreement under the Sarbanes-Oxley Act of 2002. The plan has the following characteristics:

     -     the participant has a vested interest in an account balance that is designed to deliver the benefits under this plan in order to meet the intended benefits;

     -     in connection with the plan, the Company has obtained a life insurance contract on the life of the participant which together with other identified policies are to be owned by the Company and all death proceeds are payable to the Company;

     -     under the plan, changes in a participant’s account will be made equal to investment results in excess of the premiums paid on the life insurance policies;

    -     the participant will at all times be a general unsecured creditor of the Company with respect to the benefits under the plan and will not have any right or interest in any specific assets of the Company, including the life insurance policies;

    -     normal retirement age is age 55;
 

    -     the normal and only form of benefit payable is in the form of a lump sum distribution and in the event of a termination of employment following a change in control, benefits in the form of a lump sum would be payable even if prior to age 55;

     -     payments may be delayed for six months if and only to the extent necessary to comply with Section 409A of the Code;

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     -     the plan may not be amended if it would reduce or adversely affect the participant’s rights under the plan or under his or her employment agreement or following a change in control, without the consent of the participant;

     -     the addition of a forfeiture of the SERP benefits upon a conviction (following all appeals) of a indictable criminal offense related to the business or operations of the Company, on the same terms as in the defined benefit SERP, with a “clawback” in the event such a forfeiture event occurs following payment of the SERP benefits, on the same terms as in the defined benefit SERP; the addition of a non-competition covenant on the same terms as in the participant’s employment agreement; and

     -     provide for attorneys’ fees in the event of a claim for benefits by the participant not made in bad faith;

     Under the Executive’s Employment Agreement dated as of October 11, 2000 as amended through November 29, 2004 (“Employment Agreement”), the Company has at all times been required to maintain the defined benefit SERP and the Split Dollar Agreement, and the Company also agreed to satisfy all of its obligations to Executive under the defined benefit SERP and under the Split Dollar Agreement. In addition, under the Split Dollar Agreement the Company agreed to continue to make all premium payments under the Split Dollar Agreement on or before the due date of each premium payment for the applicable life insurance policies which are the subject of the Split Dollar Agreement.

     Section 8 of the Employment Agreement had acknowledged the prohibition imposed by the Sarbanes-Oxley Act of 2002 on the Company in making premium payments under the Split Dollar Agreement, beginning with the premium payment due after 2002, and also acknowledged that, as a result of such prohibition, the Company had been pursuing an alternate arrangement to provide equivalent economic value to the Executive reasonably acceptable to the parties, with the Company acknowledging its obligation to provide such equivalent economic value to the Executive.

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     The Compensation Committee having approved the plan documents for the modified supplemental retirement program, as referred to above, also approved changes to the Executive’s Employment Agreement in connection with the above modified SERP program, including in connection with the SERP amounts payable on termination of employment. The prior Employment Agreement had provided for (a) 24 months (or 36 months following a change in control) of additional age and service credit for purposes of determining amounts payable under the defined benefit SERP and (b) a lump sum amount equal to the difference (on an actuarial basis) in amounts under the Split Dollar Agreement (or its alternate economic equivalent replacement program) had the required premium payments continued to have been made for the severance period. The revised Employment Agreement reflects the addition of the new defined contribution SERP and the amendments to the defined benefit SERP. In connection with a termination of employment without cause either before or following change in control (which includes a constructive termination or a voluntary termination in a sixty-day period beginning six months following a change in control), the Executive will continue to receive service credit (but not age credit) for the severance period, but would not receive a lump sum equivalent for the severance period under the defined contribution portions of the SERP program; by eliminating the age credit for the severance period, the offset amount under the defined benefit SERP (which increases as age increases) will be determined based on actual age at termination, not age at the end of the severance period, and the offset amount therefore does not increase over the severance period but is fixed at the termination date. As a result, no lump sum equivalent for the severance period under the defined contribution portion of the SERP program is required or provided.

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Section 9	Financial Statements and Exhibits
Item 9.01	Financial Statements and Exhibits.
(c) Exhibits

10.1	Linens ’n Things, Inc. Supplemental Executive Retirement Plan as amended and
	restated effective as of January 1, 2005.
10.2	Linens ’n Things, Inc. Defined Contribution Supplemental Executive Retirement Plan
	effective as of July 1, 2004.
10.3	Letter Agreement dated May 5, 2005 to the Employment Agreement dated as of
	October 11, 2000 as amended through November 29, 2004.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LINENS ’N THINGS, INC.

Dated: June 21, 2005	By:	/s/ Brian D. Silva
		Name:	Brian D. Silva
		Title:	Senior Vice President,
			Human Resources, Administration and
			Corporate Secretary

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EXHIBIT INDEX

Exhibit No.                   Description

10.1	Linens ’n Things, Inc. Supplemental Executive Retirement Plan, as amended and restated
	effective as of January 1, 2005.
10.2	Linens ’n Things, Inc. Defined Contribution Supplemental Executive Retirement Plan,
	effective as of July 1, 2004.
10.3	Letter Agreement dated May 5, 2005 to the Employment Agreement dated as of October
	11, 2000 as amended through November 29, 2004

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EX-10.1

Exhibit 10.1

_____________________________________________________________________

Linens ’n Things, Inc.
Supplemental Executive Retirement Plan
_____________________________________________________________________

Amended and Restated
as of January 1, 2005

Linens ’n Things, Inc.
Supplemental Executive Retirement Plan
			Page
1	.	Purposes	1
2	.	Definitions	1
3	.	Administration	3
4	.	Participation	3
5	.	Benefit Amount	3
6	.	Distributions	4
7	.	Amendment/Termination	6
8	.	General Provisions	6
9	.	Claim and Appeal Procedure	8
10	.	Effective Date	8
		Appendix A	9
		Appendix B	10
		Appendix C	11

Linens ’n Things, Inc.

Supplemental Executive Retirement Plan

     1.     Purposes.     The purpose of this Linens ’n Things, Inc. Supplemental Executive Retirement Plan (the “Plan”) is to provide a select group of management or highly compensated employees of Linens ’n Things, Inc. (the “Company”) and its subsidiaries and certain affiliated entities with a nonqualified defined benefit pension benefit.

     2.     Definitions.    In addition to the terms defined in Section 1 above, the following terms used in the Plan shall have the meanings set forth below:

             (a)     “Administrator” shall mean the Committee.

             (b)     “Benefit Amount” shall have the meaning set forth in Section 5.
 

             (c)     “Board” shall mean the Board of Directors of the Company.
 

             (d)     “Cause” shall have the meaning set forth in a Participant’s employment agreement.
 

             (e)     “Change of Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as defined and determined under Section 409A(a)(2)(A)(v) of the Code (or its successor provisions), including all guidance issued thereunder.  Without in any way limiting the scope of the preceding sentence, a Change of Control shall be deemed to occur on the date upon which one of the following events occurs:

                       (i)     any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of either the total fair market value or total voting power of the stock of the Company; or

                       (ii)     any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35% or more of the total voting power of the Company; or

                       (iii)     a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not recommended by a majority of the members of the Board prior to the date of the appointment or election; or

                       (iv)     any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; or

                       (v)     the occurrence of a Change in Control, as defined in the Participant’s employment agreement.

             (f)      “Code” shall mean the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

            (g)     “Committee” shall mean the Compensation Committee of the Board. Any function of the Committee may be delegated to such person or committee or entity as may be elected by the Committee.

             (h)     “Final Average Compensation” shall mean the average of the Participant’s base and bonus taxable compensation (determined without regard to any income deferral elections), but not including income arising from stock option exercise, restricted stock grants and other forms of equity compensation, for the three (3) calendar years (which need not be consecutive) with the Company, its subsidiaries and affiliates, that yield the greatest average. For this purpose, the same calendar years need not be used for determining the largest base and bonus compensation amounts. For purposes of determining Final Average Compensation, in the event that the Participant’s employment terminates during the course of a year as a result of any of the events set forth in Section 11(e) of the Participant’s employment agreement following a Change in Control, base salary for the Participant for such year shall be annualized for the entire year and bonus for such year shall be equal to the target bonus for the Participant as set forth in his employment agreement, and in the event that Participant’s employment terminates during the course of a year for any other reason, base salary for such year shall be the pro rata salary paid to the Participant for such year and bonus for such year shall be the bonus to which the Participant is entitled to be paid for such year under the terms of his employment agreement.

             (i)      “Participant” shall mean any employee of the Company or any subsidiary or affiliated entity who is on U.S. payroll and subject to taxation in the United States and who is designated by the Committee as an eligible Participant in the Plan. Participants shall be listed in Appendix A hereto.

             (j)      “Year of Service” shall mean a calendar year in which the Participant was employed by the Company, its predecessors, subsidiaries or its affiliates on a full-time basis for the majority of the business days therein. In the event that upon cessation of employment the Participant was employed by the Company, its predecessors, subsidiaries or its affiliates on a full-time basis for less than the

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majority of the business days in that calendar year, then he shall be entitled to a fractional Year of Service, the numerator of which shall be equal to the number of business days actually worked (or deemed worked), and the denominator of which shall be 260.

     3.     Administration.

             (a)     Authority. The Committee shall administer the Plan in accordance with its terms, and shall have all powers necessary to accomplish such purpose, including the power and authority to construe and interpret the Plan, to define the terms used herein, to prescribe, amend and rescind rules and regulations, agreements, forms, and notices relating to the administration of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. Any actions of the Committee with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan. The Committee may appoint agents and delegate thereto powers and duties under the Plan, except as otherwise limited by the Plan. The Plan shall be administered in accordance with the requirements of Section 409A of the Code. Except as otherwise provided herein (including, without limitation, under Section 8(f)), the time or schedule of any payment under the Plan may not be accelerated.

             (b)     Limitation of Liability. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or other employee of the Company or any subsidiary or affiliated entity, the Company’s independent certified public accountants, or any executive compensation consultant, legal counsel, or other professional retained by the Company to assist in the administration of the Plan. To the maximum extent permitted by law, no member of the Committee, nor any person to whom ministerial duties have been delegated, shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan.

     4.     Participation. The Administrator will notify each Participant of his or her participation in the Plan at such time as is deemed appropriate.

     5.     Benefit Amount. Upon termination of employment with the Company and its subsidiaries and affiliated entities, a Participant will be entitled to the Benefit Amount determined hereunder, if the Participant has either attained age 55 or completed ten (10) Years of Service with the Company, its subsidiaries, and/or its affiliated entities. If the Participant has not then attained age 55, however, then payment of the Benefit Amount will not occur until attainment of age 55, except as otherwise provided in this Plan. The Benefit Amount is an annual annuity for the life of the Participant, equal to 1.6% times Final Average Compensation times Years of Service, minus the amount set forth in Appendix B. In no event will the Benefit Amount (that is, the amount of annual annuity) exceed fifty percent (50%) of the Participant’s Final Average Compensation. In the event that a Participant becomes entitled to another defined benefit pension benefit from the Company, its subsidiaries or affiliates, then the Benefit Amount will be reduced by the amount of such other defined benefit pension benefit.

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     6.     Distributions.

             (a)     Form of Payment. The Benefit Amount will be paid in the form of a lump sum, which lump sum will equal the present value (calculated using the interest rate and mortality table set forth in Appendix C) of the annual annuity described above.

             (b)     Timing of Payment. The Benefit Amount will be paid as of the first day of the month following the Participant’s termination of employment, if the Participant has then attained age 55, unless otherwise provided herein. If the Participant has not then attained age 55, then the Benefit Amount will be paid at age 55, unless otherwise provided in this Plan. If a Participant who is eligible to commence receipt of the Benefit Amount elects to defer commencement of such Benefit Amount, then the Benefit Amount shall be adjusted actuarially (using the mortality factors set forth in Appendix C) to reflect the delay in payment. Notwithstanding anything else herein to the contrary, in the event that payment of the Benefit Amount within six months following a Participant’s termination of employment would violate the requirements of Section 409A(a)(2)(b)(i) (or its successor), then payment of the Benefit Amount will be delayed until such six month period has ended. In the event that a Participant’s distribution is delayed pursuant to the requirements of the preceding sentence, then the delayed payment shall be adjusted for interest at a rate of 8% per annum (compounded daily) for the time between the scheduled date of payment and the actual delayed payment date. Any deferral of commencement of the Benefit Amount must comply with the requirements of Section 409A(a)(4)(C).

             (c)     Change of Control. Notwithstanding anything else herein to the contrary, upon the occurrence of a Change of Control, all Participants will automatically become fully vested hereunder and have an immediate right to receive the Benefit Amount (regardless of the Participant’s age or Years of Service, and regardless of whether the Participant is then employed by the Company). The Participant need not terminate employment in order to receive the Benefit Amount under this Section 6(c).

             (d)     Disability. In the event that the Participant becomes disabled, and if such Participant has attained age 55 or completed ten (10) Years of Service, and if such Participant has been determined to be disabled and eligible for benefits under the Company’s long term disability plan, then such Participant will receive the Benefit Amount as of the first day of the month following such determination; provided, however, that if the Participant has not then attained age 55, then commencement will not occur until he attains age 55. In such event, however, the Participant may elect to defer commencement of the Benefit Amount until such time as he thereafter elects (but not later than age 65), during which deferral period he shall continue to accrue additional Years of Service for purposes of the Benefit Amount, but his Final Average Compensation shall be determined as of the onset of his disability. In the event that the Participant has neither attained age 55 nor

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completed ten (10) Years of Service at the time of the onset of disability, then he shall be treated as accruing additional age and Years of Service (but not compensation) during the period of disability, until he has satisfied the criteria for payment hereunder. Any deferral of commencement of the Benefit Amount must comply with the requirements of Section 409A(a)(4)(C). For purposes of this paragraph, a Participant shall be considered to be disabled if (i) he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (2) he is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

             (e)     Termination without Cause. In the event that a Participant is terminated by the Company for reasons other than Cause prior to a Change of Control, then notwithstanding anything else herein to the contrary, the Participant will be fully vested and entitled to immediate payment (subject to any required delay in payment of no more than six months, as set forth in Section 6(b) hereof) of his Benefit Amount (regardless of the Participant’s age or Years of Service), payable in the form of a lump sum. In this instance only, however, the Benefit Amount will be adjusted actuarially (using the factors set forth in Appendix C) if the Participant has not attained age 55 as of the date of payment.

             (f)      Preretirement Death Benefits. In the event that a Participant dies prior to the date as of which payment of the Benefit Amount is to be paid, then no benefit shall be payable under the Plan with respect to such Participant and/or his or her beneficiary.

             (g)     Forfeiture for Criminal Conviction; Noncompetition Covenant.

                      (i)     In the event that the Participant, by reason of his own individual actions and not vicariously, is convicted of an indictable criminal offense (and such conviction is no longer subject to appeal) related to or involving the business or operations of the Company, including financial fraud, embezzlement, or other similar crime, and the Board has reasonably determined that such criminal conduct by the Participant has caused significant damage to the business or reputation of the Company, the Participant will irrevocably forfeit all rights to the Benefit Amount hereunder. In the event of a forfeiture of the Benefit Amount in accordance with the foregoing and which occurs after all or part of such Benefit Amount has been paid by the Company, the Participant shall be obligated to repay the Company such forfeited amount.

                      (ii)     The Participant agrees not to compete with the Company, on the terms set forth in Section 14 of his employment agreement, for the “Restriction Period” set forth in Section 14 of his employment agreement. In the event of a violation of such covenant, the Company shall be entitled to injunctive relief as well as provable compensatory damages.

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     7.     Amendment/Termination. The Committee may, with prospective or retroactive effect, amend, alter, suspend, discontinue, or terminate the Plan at any time without the consent of stockholders or any other person; provided, however, that no such action shall affect any Participant without obtaining the written consent thereto by such Participant.

     8.    General Provisions.

             (a)     Limits on Transfer of Awards. Other than by will or the laws of descent and distribution, no right, title or interest of any kind in the Plan shall be transferable or assignable by a Participant or his or her Beneficiary or be subject to alienation, anticipation, encumbrance, garnishment, attachment, levy, execution or other legal or equitable process, nor subject to the debts, contracts, liabilities or engagements, or torts of any Participant or his or her beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or take any other action subject to legal or equitable process or encumber or dispose of any interest in the Plan shall be void.

             (b)     Receipt and Release. Payments to any Participant in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of a Participant’s Benefit Amount to which the payments relate.

             (c)     Unfunded Status of Awards: Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for deferred compensation and Participants shall rely solely on the unsecured promise of the Company or applicable affiliated entity for payment hereunder. With respect to any payment not yet made to a Participant under the Plan, nothing contained in the Plan shall give a Participant any rights that are greater than those of a general unsecured creditor of the Company or the applicable affiliated entity; provided, however, that the Committee may authorize the creation of trusts (including the purchase of certain life insurance products) or make other arrangements to meet the Company's obligations under the Plan, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

             (d)     Compliance. The Company shall impose such restrictions on any interest constituting a security as may be required in order to comply with the Securities Act of 1933, as amended, the requirements of the New York Stock Exchange or any other applicable stock exchange or automated quotation system, any state securities laws applicable to such a transfer, any provision of the Company's Certificate of Incorporation or Bylaws, or any other law, regulation, or binding contract to which the Company is a party.

             (e)     Other Participant Rights. No provision of the Plan or transaction hereunder shall confer upon any Participant any right to be employed by the Company or a subsidiary or affiliate thereof, or to interfere in any way with the right of the Company or a subsidiary or affiliate to increase or decrease the amount of any

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other compensation payable to such Participant. The Plan shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns.

             (f)      Tax Withholding. The Company and any subsidiary or affiliated entity shall have the right to deduct from amounts otherwise payable in settlement of a Benefit Amount any sums that federal, state, local or foreign tax law requires to be withheld with respect to such payment.

             Amounts payable under this Plan will be subject to FICA withholding at such times and in such amounts as determined by the Administrator, under Section 3121(v) of the Code and the regulations thereunder. FICA withholding amounts will be withheld and/or paid from non-deferred compensation or from such other sources (including from the applicable Benefit Amount) as is determined by the Administrator.

             (g)     Legal Fees. In the event that a dispute arises between the Participant and the Company regarding his rights under this Plan, then the Company shall pay the Participant’s reasonable costs and expenses (including fees and disbursements of legal counsel) incurred by him in connection with such dispute. Such payments shall be made by the Company as the costs and expenses are incurred by Participant, and shall be paid within ten (10) days of submission by Participant of appropriate invoices. In the event that it is determined by a court of law that the Participant incurred the costs and expenses in bad faith, then he will be required to reimburse the Company upon such a determination by a court of law.

             (h)     Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of New Jersey, without giving effect to principles of conflicts of laws, and applicable provisions of federal law.

             (i)      Construction. The captions and numbers preceding the sections of the Plan are included solely as a matter of convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of the Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular, and male references shall include female and neuter, and vice versa.

             (j)       Severability. In the event that any provision of the Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein.

             (k)     Status. The establishment and maintenance of the rights of Participants hereunder shall not vest in any Participant any right, title or interest in and to any specific assets or benefits except at the time or times and upon the terms and conditions and to the extent expressly set forth in the Plan.

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     9.     Claim and Appeal Procedure. The Administrator shall provide adequate notice in writing to any Participant or beneficiary (“Claimant”) whose claim for benefits under the Plan has been denied. The Administrator’s notice to the Claimant shall set forth:

             (a)     The specific reason for the denial;

             (b)     Specific references to pertinent Plan provisions upon which the Administrator based its denial;

             (c)     A description of any additional material and information that is needed; and

             (d)     That any appeal the Claimant wishes to make of the adverse determination must be in writing to the Administrator within seventy-five (75) days after receipt of the Administrator’s notice of denial of benefits. The Administrator’s notice must further advise the Claimant that his failure to appeal the action to the Administrator in writing within the seventy-five (75) day period will render the Administrator’s determination final, binding and conclusive.

             If the Claimant should appeal to the Administrator, he, or his duly authorized representative, may submit, in writing, whatever issues and comments he or his duly authorized representative feels are pertinent. The Claimant, or his duly authorized representative, may review pertinent Plan documents. The Administrator shall re-examine all facts to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Administrator shall advise the Claimant of its decision within sixty (60) days of the Claimant’s written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the sixty (60) day limit unfeasible, but in no event shall the Administrator render a decision respecting a denial for a claim of benefits later than one hundred twenty (120) days after its receipt of a request for review.

             The Administrator’s notice of denial of benefits shall identify the name and address to whom the Claimant may forward his appeal.

     10.   Effective Date. The Plan was originally made effective as of July 1, 1999. The Plan as amended and restated is effective as of January 1, 2005.

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APPENDIX A
Participant	Effective Date
Norman Axelrod	July 1, 1999

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APPENDIX B

             For Norman Axelrod, the annual Benefit Amount, as defined in the second sentence of Section 5, shall be reduced by the amount determined below (but not below zero) and prorated accordingly between ages:

Age at Termination of Employment		Reduction Amount
Age	52	$	19,177
Age	53	$	98,075
Age	54	$	194,162
Age	55	$	343,225
Age	56	$	524,248
Age	57	$	717,411
Age	58	$	928,617
Age	59	$	1,174,029
Age	60	$	1,465,287

            The above amounts will be prorated for the number of completed calendar months between the Participant’s birthday and his termination of employment.

- 10 -

APPENDIX  C

Mortality: 1983 GAM Table (Unisex Variation)

Interest: 5.5%

- 11 -

EX-10.2

Exhibit 10.2

Linens ‘n Things, Inc.
Defined Contribution Supplemental
Executive Retirement Plan

LINENS ‘N THINGS, INC.

DEFINED CONTRIBUTION SUPPLEMENTAL

EXECUTIVE RETIREMENT PLAN

ARTICLE I - PURPOSE; EFFECTIVE DATE

1.1.

Purpose. The purpose of this Defined Contribution Supplemental Executive Retirement Plan (hereinafter, the "Plan”) is to permit the company to provide a select group of management and highly compensated employees of LINENS ‘N THINGS, INC. and its subsidiaries with an additional benefit payable upon termination of service. The intent of the Plan is that LINENS ‘N THINGS, INC. will make annual allocations, either positive or negative, to each Participant’s Account based on profitability, performance and other factors determined by reference to the increase or decrease in value of certain identified assets of the Company. In the case of Norman Axelrod, the increase or decrease in value will be by reference to the life insurance policy or policies owned and maintained by the Company effective as of the effective date of this Plan. These Accounts will increase or decrease in value over time and be made available to the participants upon their normal retirement, or as otherwise provided by this Plan. It is intended that this Plan, by providing this benefit, will assist the Company in attracting, motivating and retaining individuals of exceptional ability.

1.2.

Effective Date. The Plan shall be effective as of July 1, 2004.

ARTICLE II - DEFINITIONS

For the purpose of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1.	Account. "Account" means the account maintained on the books of the Company as a liability reserve account, used solely to calculate the amount payable to each Participant under this Plan and shall not constitute a separate fund of assets. Such Account shall be adjusted each Determination Date by the Annual Retirement Credit as defined herein. The Account balance may be positive or negative.
2.2.	Account Balance. “Account Balance” means the liability reserve account on the books of the Company for the benefit of the Participant. Such liability reserve account shall be adjusted each Determination Date by the Annual Retirement Credit in order to reflect the Policy Gain as defined herein. The Account Balance may be positive or negative.

2.3.	Actuarial Equivalent. "Actuarial Equivalent" means an equivalence in value between two (2) or more forms and/or times of payment based on sound actuarial assumptions as of the time of such determination as agreed to by the parties.
2.4.	Annual Retirement Credit. “Annual Retirement Credit” means the amount credited to the Participant’s Account Balance as of each Determination Date, which shall be equal to the Policy Gain for the preceding twelve months divided by 0.615. The Annual Retirement Credit shall be determined as soon as possible after the Determination Date each year, and shall be credited to the Account as provided in Article IV. It is intended that the Annual Retirement Credit for each particular year may be negative or positive.
2.5.	Beneficiary. "Beneficiary" means the person, persons or entity as designated by the Participant, entitled under Article VI to receive any Plan benefits payable after the Participant's death.
2.6.	Board. “Board” means the Board of Directors of LINENS ‘N THINGS, INC.
2.7.	Change in Control. A "Change in Control" shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as defined and determined under Section 409A(a)(2)(A)(v) of the Code (or its successor provisions), including all guidance issued thereunder.  Without in any way limiting the scope of the preceding sentence, a Change of Control shall be deemed to occur on the date upon which one of the following events occurs:

          (i)     any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of either the total fair market value or total voting power of the stock of the Company; or

          (ii)     any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35% or more of the total voting power of the Company; or

          (iii)     a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not recommended by a majority of the members of the Board prior to the date of the appointment or election; or

          (iv)     any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; or

          (v)     the occurrence of a Change in Control, as defined in the Participant’s employment agreement.

2.8.	Committee. "Committee" means the Compensation Committee of the Board.
2.9.	Company. "Company" means LINENS ‘N THINGS, INC., a Delaware corporation, and any directly or indirectly affiliated subsidiary corporations, any other affiliate designated by the Board, or any successor to the business thereof.
2.10.	Determination Date. "Determination Date" means each July 1st.
2.11.	Disability. "Disability" means a physical or mental condition whereby the Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the participant’s employer.
2.12.	Financial Hardship. "Financial Hardship" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant.
2.13.	Life Insurance Policies. “Life Insurance Policies” means the life insurance policies identified in the attached Exhibit A, which may be amended from time to time. Such Life Insurance Policies shall be owned by and payable to the Company; the Participants shall have no rights or interest in the Policies or any benefits therefrom. The Life Insurance Policies shall be used solely as method to measure the benefits, if any, payable under this Plan, and the Participants shall have no greater interest in the benefits under this Agreement than that of an unsecured creditor of the Company.
2.14.	Normal Retirement Age. “Normal Retirement Age” means the date on which the Participant attains age fifty-five (55).
2.15.	Participant. "Participant" means any employee who is eligible, pursuant to Section 3.1, below, to participate in this Plan, and who has elected to do so in accordance with Article III, below, and who has received an Annual Retirement Credit under this Plan.  Such employee shall remain a Participant in this Plan until such time as all benefits payable under this Plan have been paid in accordance with the provisions hereof.

2.16.	Plan. "Plan" means this Supplemental Executive Retirement Plan, as it may be amended from time to time.
2.17.	Policy Gain. “Policy Gain” means the annual gains or losses on the Life Insurance Policies listed on the attached Exhibit A calculated and determined as of each Determination Date in accordance with FASB Technical Bulletin 85-4 for the period of the prior July 1 through the most recent June 30th. Nothing in this Agreement shall be construed to grant any rights or interests in any asset of the Company, including the Life Insurance Policies, to any Participant; the Life Insurance Policies will be used solely as a method to measure the Annual Retirement Credit, and therefore the benefits, if any, payable to a Participant. The Participants shall at all times remain general, unsecured creditors of the Company with respect to the benefits payable under this Plan.
	In the event that any Policy ceases to exist due to the death of the insured or the surrender of the Policy, then the annual Policy Gain with respect to that Policy shall be determined by multiplying the cumulative Policy Gains with respect to that particular Policy by eight percent (8%).
2.18.	Specified Employees. “Specified Employees” means a key employee, as defined in Section 416 (i) of the Code, without regard to paragraph (5) thereof, of the Company.

ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1.	Eligibility and Participation.
	a)	Eligibility. Eligibility to participate in the Plan shall be limited to those select group of management and/or highly compensated employees of Company who are designated and approved by the Committee from time to time. As of the effective date of this Plan, Normal Axelrod is the sole Participant.
	b)	Participation. An employee's participation in the Plan shall be effective upon notification to the employee by the Committee of eligibility to participate, and completion and submission of a Participation Agreement, or otherwise indicated agreement to participate in this Plan, to the Committee no later than thirty (30) days after receiving notification of participation. As of the Effective date of this Plan, Norman Axelrod is the sole Participant in this Plan, and he has satisfied all criteria required for participation herein.

ARTICLE IV - BENEFIT ACCOUNT

4.1.	Accounts; Timing of Credits. A Participant’s Accounts shall be used solely to calculate the amount payable to each Participant under this Plan and shall not constitute a separate fund of assets. Annual Retirement Credits shall be credited to the Participant's Account as of each Determination Date. By way of example; the Policy Gain determined for the period between July 1, 2004 and June 30, 2005 shall be credited as of July 1, 2005, even though the Policy Gain will not be determinable until shortly after July 1, 2005. Any distribution of the Participant’s Account on or after July 1, 2005 will include the Policy Gain credited as of that July 1, 2005.
4.2.	Withholding. Any withholding of taxes or other amounts with respect to an Annual Retirement Credit that is required by local, state or federal law shall be withheld from compensation otherwise payable to the Participant to the maximum extent possible, and any remaining amount shall reduce the amount credited to the Participant's Account in a manner specified by the Committee.
4.3.	Determination of Accounts. Each Participant's Account as of each Determination Date shall consist of the balance of the Account as of the immediately preceding Determination Date, adjusted as follows:
	a)	Annual Retirement Credits. As of each Determination Date, a Participant’s Account shall be adjusted by any Annual Retirement Credits determined since such prior Determination Date as set forth above and as directed by the Committee.
	b)	Interest. In the event that a Participant receives a distribution of his Account more than 20 days after the most recent Determination Date, his Account shall be adjusted for interest at a rate of 8% per annum (compounded daily) for the time between the prior Determination Date and the date of such distribution.
	c)	Distributions. Each Account shall be reduced by the amount of each benefit payment made from that Account since the prior Determination Date.
4.4.	Vesting of Accounts. Each Participant shall be 100% vested in the Account at all times, except that the Account may decrease in value as a result of negative Annual Retirement Credits being applied.
4.5.	Statement of Accounts. The Committee shall give to each Participant a statement showing the balance in the Participant's Account on an annual basis.
4.6.	Forfeiture for Criminal Conviction; Noncompetition Covenant.
	a)	In the event that the Participant, by reason of his own individual actions and not vicariously, is convicted of an indictable criminal offense (and such conviction is no longer subject to appeal) related to or involving the business or operations of

the Company, including financial fraud, embezzlement, or other similar crime, and the Board has reasonably determined that such criminal conduct by the Participant has caused significant damage to the business or reputation of the Company, the Participant will irrevocably forfeit all rights to the Account hereunder. In the event of a forfeiture of the Account in accordance with the foregoing and which occurs after all or part of such Account has been paid by the Company, the Participant shall be obligated to repay the Company such forfeited amount.

b)

The Participant agrees not to compete with the Company, on the terms set forth in Section 14 of his employment agreement, for the “Restriction Period” set forth in Section 14 of his employment agreement. In the event of a violation of such covenant, the Company shall be entitled to injunctive relief as well as provable compensatory damages.

ARTICLE V - PLAN BENEFITS

5.1.	Normal Retirement. Upon termination of service with the Company on or after attaining Normal Retirement Age, the Participant's Account shall be distributed to the Participant in a lump sum on the July 1stimmediately following such termination or as soon as is practical thereafter, except to the extent that the payment must be delayed pursuant to the requirements of Section 5.5, and except as may be otherwise elected under Section 5.6.
5.2.	Prior to Normal Retirement Age. In the event of termination of service with the Company prior to the Participant’s Normal Retirement Age, the Participant's Account shall be distributed to the Participant in a lump sum on the July 1st immediately following the Participant’s attainment of Normal Retirement Age, or as soon as is practical thereafter, except to the extent that payment must be delayed pursuant to the requirements of Section 5.5, and except as may be otherwise elected under Section 5.6. Notwithstanding the preceding sentence, in the event that a Participant’s employment is terminated for any reason (regardless of whether the employment is terminated by the Company or the Participant) following the occurrence of a Change of Control, then the Participant’s Account shall be distributed to the Participant in a lump sum as soon as practicable thereafter, regardless of his or her age, except to the extent that the payment must be delayed pursuant to the requirements of Section 5.5, and except as may be otherwise elected under Section 5.6.
5.3.	Death Benefit. Upon the death of a Participant prior to the commencement of benefits under this Plan, Company shall pay to the Participant's Beneficiary the Participant’s Account in a lump sum as soon as practical. In the event of the death of the Participant after the

	commencement of benefits under this Plan, the Company shall pay to the Participant’s Beneficiaries the remaining unpaid Account Balance, if any, at the same time and in the same manner as if the Participant had survived. Benefits under this paragraph shall be in lieu of any other benefits described in this Plan.
5.4.	Hardship Distributions. Upon a finding that a Participant has suffered a Financial Hardship or Disability, the Committee may, in its sole discretion, make distributions from any or all of the Participant’s vested Account balances. The amount of such distribution shall be limited to the amount reasonably necessary to meet the Participant's needs resulting from the Financial Hardship or Disability, plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution. In determining the amount of such distribution, the Committee shall take into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent that the liquidation of such assets would not itself cause severe financial hardship).
5.5.	Payment to Specified Employees. Payments of benefits from the Account caused by the termination of employment (including death) of a Participant who is determined to meet the definition of Specified Employee shall be payable as otherwise provided, except that the initial payment shall be made no earlier than the six (6) months following the termination of employment with the Company if such delay in payment is required in order to comply with the requirements of Section 409A of the Code.
5.6.	Form of Payment. As provided elsewhere in this Article, the Participant may request that any amounts that become payable in the form of a lump sum instead be made in an Actuarial Equivalent form, provided such request is filed with the Committee no later than twelve (12) months prior to the date the benefits would otherwise become payable, and the date of commencement of payment as specified in such request shall be no earlier than five (5) years after the scheduled date of commencement in effect immediately prior to the filing of such request, and further provided that compliance with such request would not be in violation of the requirements of Section 409A of the Code.  The Committee may accept or deny such request in its sole and absolute discretion, but in no event will the form of benefit permitted be greater than ten (10) annual installments.
5.7.	Withholding; Payroll Taxes. Company shall withhold from any payment made pursuant to this Plan (or distribute from any Account) any taxes required to be withheld from such payments under local, state or federal law. A Beneficiary, however, may elect not to have withholding of federal income tax pursuant to Section 3405(a)(2) of the Code, or any successor provision thereto.
5.8.	Payment to Guardian. If a Plan benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of the property, the Committee may direct payment to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require proof of

	incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution. Such distribution shall completely discharge the Committee and Company from all liability with respect to such benefit.
5.9.	Effect of Payment. The full payment of the applicable benefit under this Article V shall completely discharge all obligations on the part of the Company to the Participant (and the Participant’s Beneficiary) with respect to the operation of this Plan, and the Participant’s (and Participant’s Beneficiary’s) rights under this Plan shall terminate.

ARTICLE VI - BENEFICIARY DESIGNATION

6.1.	Beneficiary Designation. Each Participant shall have the right, at any time, to designate one (1) or more persons or entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant's death prior to complete distribution of the Participant's vested Account balance. Each Beneficiary designation shall be in a written form prescribed by the Committee and shall be effective only when filed with the Committee during the Participant's lifetime.  Designation by a married Participant to the Participant's spouse of less than a fifty percent (50%) interest in the benefit due shall not be effective unless the spouse executes a written consent that acknowledges the effect of the designation, or it is established that the consent cannot be obtained because the spouse cannot be located.
6.2.	Changing Beneficiary. Any Beneficiary designation may be changed by an unmarried Participant without the consent of the previously named Beneficiary by the filing of a new Beneficiary designation with the Committee. A married Participant's Beneficiary designation may be changed by a Participant with the consent of the Participant's spouse as provided for in Section 6.1 above, by the filing of a new designation and such new filing shall cancel all designations previously filed.
6.3.	Change in Marital Status. If the Participant's marital status changes after the Participant has designated a Beneficiary, the following shall apply:
	a)	If the Participant is married at death but was unmarried when the designation was made, the designation shall be void unless the spouse has consented to it in the manner prescribed in Section 6.1 above.
	b)	If the Participant is unmarried at death but was married when the designation was made:
		i)	The designation shall be void if the spouse was named as Beneficiary.
		ii)	The designation shall remain valid if a non-spouse Beneficiary was named.

	c)	If the Participant was married when the designation was made and is married to a different spouse at death, the designation shall be void unless the new spouse has consented to it in the manner prescribed in Section 6.1 above.
6.4.	No Beneficiary Designation. If any Participant fails to designate a Beneficiary in the manner provided above, if the designation is void, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant's benefits, the Participant's Beneficiary shall be the person in the first of the following classes in which there is a survivor:
	a)	The Participant's surviving spouse;
	b)	The Participant's children in equal shares, except that if any of the children predeceases the Participant but leaves surviving issue, then such issue shall take by right of representation the share the deceased child would have taken if living;
	c)	The Participant's estate.
6.5.	Effect of Payment. Payment to the Beneficiary shall completely discharge the Company's obligations under this Plan.

ARTICLE VII - ADMINISTRATION

7.1.	Committee; Duties. This Plan shall be administered by the Committee. The Committee shall have the authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as they may arise in such administration.
7.2.	Agents. The Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.
7.3.	Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such member's service on the Committee, except in the case of gross negligence or willful misconduct.

ARTICLE VIII - CLAIMS PROCEDURE

8.1.	Claim. Any person or entity claiming a benefit, requesting an interpretation or ruling under the Plan (hereinafter referred to as "Claimant"), or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing as soon as practical, but not later than ninety (90) days after receipt of the claim.
8.2.	Denial of Claim. If the claim or request is denied, the written notice of denial shall state:
	a)	The reasons for denial, with specific reference to the Plan provisions on which the denial is based;
	b)	A description of any additional material or information required and an explanation of why it is necessary; and
	c)	An explanation of the Plan's claim review procedure, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA if the claim denial is appealed to the Board and the Board fully or partially denies the claim.
8.3.	Review of Claim. Any Claimant whose claim or request is denied or who has not received a response within sixty (60) days may request a review by notice given in writing to the Committee. Such request must be made within sixty (60) days after receipt by the Claimant of the written notice of denial, or in the event Claimant has not received a response sixty (60) days after receipt by the Committee of Claimant's claim or request. The claim or request shall be reviewed by the Committee which may, but shall not be required to, grant the Claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.
8.4.	Final Decision. The decision on review shall normally be made within sixty (60) days after the Committee's receipt of claimant's claim or request. If an extension of time is required for a hearing or other special circumstances, the Claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions.

ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN

9.1.      Amendment. The Committee may at any time amend the Plan by written instrument executed by all Committee members, notice of which shall be given to all Participants and to any Beneficiary receiving installment payments, subject to the following:

	a)	Preservation of Account Balance. No amendment shall reduce the amount accrued in any Account as of the date such notice of the amendment is given.
	b)	Change in Control. Notwithstanding the foregoing, the Plan may not be amended in any material respect, except as is provided below in section 9.2, following a Change in Control.
9.2.	Company's Right to Terminate. The Committee may at any time partially or completely terminate the Plan. The Committee may completely terminate the Plan by written instrument executed by the Committee and approved by the Board. In the event of complete termination, the Plan shall cease to operate and Company shall distribute the Account to the appropriate Participant in a lump sum. Notwithstanding the foregoing Section 9.2, the Plan may not be terminated in whole or in part if such termination would cause the Plan to be noncompliant with Section 409A of the Code, and no termination or amendment may reduce or adversely affect any rights of a Participant in the Plan or any rights with respect to the Plan as may exist in any employment agreement of a Participant.

ARTICLE X - MISCELLANEOUS

10.1.	Unfunded Plan. This plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly- compensated employees" within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.  Accordingly, the Committee may terminate the Plan and make no further benefit payments or remove certain employees as Participants if it is determined by the United States Department of Labor, a court of competent jurisdiction, or an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3 (2) of ERISA (as currently in effect or hereafter amended) which is not so exempt.
10.2.	Company Obligation. The obligation to make benefit payments to any Participant under the Plan shall be an obligation solely of the Company with respect to the benefits receivable from, and allocations by, that Company and shall not be an obligation of another company.
10.3.	Unsecured General Creditor. Notwithstanding any other provision of this Plan, Participants and Participants’ Beneficiary shall be unsecured general creditors, with no secured or preferential rights to any assets of Company or any other party for payment of benefits under this Plan. Any property held by Company for the purpose of generating the cash flow for benefit payments shall remain its general, unpledged and unrestricted assets. Company's obligation under the Plan shall be an unfunded and unsecured promise to pay money in the future.

10.4.      Trust Fund. Company shall be responsible for the payment of all benefits provided under the Plan. At its discretion, Company may establish one (1) or more trusts, with such trustees as the Committee may approve, for the purpose of assisting in the payment of such benefits. Although such a trust may be irrevocable, its assets shall be held for payment of all Company's general creditors in the event of insolvency. To the extent any benefits provided under the Plan are paid from any such trust, Company shall have no further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of Company.

10.5.      Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgements, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency.

10.6.	Not a Contract of Employment. This Plan shall not constitute a contract of employment between Company and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of Company or to interfere with the right of the Company to discipline or discharge a Participant at any time.
10.7.	Protective Provisions. A Participant will cooperate with Company by furnishing any and all information requested by Company, in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as Company may deem necessary and taking such other action as may be requested by Company.
10.8.	Legal Fees. In the event that a dispute arises between the Participant and the Company regarding his rights under this Plan, then the Company shall pay the Participant’s reasonable costs and expenses (including fees and disbursements of legal counsel) incurred by him in connection with such dispute. Such payments shall be made by the Company as the costs and expenses are incurred by Participant, and shall be paid within ten (10) days of submission by Participant of appropriate invoices.  In the event that it is determined by a court of law that the Participant incurred the costs and expenses in bad faith, then he will be required to reimburse the Company upon such a determination by a court of law.
10.9.	Governing Law. The provisions of this Plan shall be construed and interpreted according to the laws of the State of New Jersey, except to the extent that federal law controls.

10.10.	Validity. If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.
10.11.	Notice. Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the company's address. Mailed notice to a Participant or Beneficiary shall be directed to the individual's last known address in company's records.
10.12.	Successors. The provisions of this Plan shall bind and inure to the benefit of Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of Company, and successors of any such corporation or other business entity.

Exhibit A
Carrier	Policy No.
Lincoln Financial Group	I0045640
Nationwide Life Insurance Company	N056205610

EX-10.3

May 5, 2005

Mr. Norman Axelrod
c/o Linens ’n Things, Inc.
6 Brighton Road
Clifton, NJ 07015

Re:     Split Dollar Agreement/ Defined Contribution SERP

Dear Norman:

     Pursuant to your Employment Agreement dated as of October 11, 2000 and as amended through November 29, 2004 (“Employment Agreement”), the Company has at all times been required by the terms of the Employment Agreement to maintain (i) your Supplemental Executive Retirement Plan effective as of July 1, 1999 (“SERP”) and (ii) your Split Dollar Agreement dated as of December 20, 1999 (“Split Dollar Agreement”). Under the terms of your Employment Agreement the Company also has agreed to “satisfy its obligations to Executive under the SERP and the Split Dollar Agreement.” In addition, under the Split Dollar Agreement the Company agreed to continue to make all premium payments under the Split Dollar Agreement “on or before the due date of each premium payment” for the applicable life insurance policy which is the subject of the Split Dollar Agreement (policy no. N056077170).

     Due to the limitations imposed by the Sarbanes-Oxley Act, the Company has not been able to make any of the required premium payments under the Split Dollar Agreement beginning with the premium payment due in 2003 and, as a result, the policies on your life existing under the Split Dollar Agreement are currently frozen.

     Section 8 of your Employment Agreement, as amended in 2004, acknowledged the restriction imposed by the Sarbanes-Oxley Act on the Company continuing to make its required premium payments under the Split Dollar Agreement, beginning with the premium payment due on or about July 2003, and also acknowledged that, as a result of such limitation, the Company was pursuing an arrangement which was to provide “equivalent economic value” to you “reasonably acceptable to the parties, with the Company acknowledging its obligation to provide such equivalent economic value” to you.

     The Company, with the assistance of AON, has now implemented an additional plan which is in the form of a defined contribution supplemental executive retirement plan (“DC-SERP”) and which has been added to the existing supplemental retirement program. The goal was that the existing defined benefit supplemental executive retirement plan, which has been amended effective as of January 1, 2005 to, among other things, adjust the Appendix B reduction amount table (as amended, the “SERP”), the frozen Split Dollar Agreement and the new DC-SERP now constitute the modified SERP program.

Accordingly, the following is agreed to effective as of the January 1, 2005 effective date of the SERP:

     1.     Section 8 of the Employment Agreement is amended to provide in its entirety as follows:

          “8.      Supplemental Executive Retirement Plan; Split Dollar Agreement.
The Company hereby ratifies and confirms the terms of Executive’s
Supplemental Executive Retirement Plan effective as of July 1, 1999 and as
amended through January 1, 2005 (“SERP”), Executive’s Split Dollar Agreement
with the Company dated as of December 20, 1999 (“Split Dollar Agreement”) and
Executive’s Defined Contribution Plan effective as of July 1, 2004 (“DC-SERP”),
each of which is incorporated herein by reference, and the Company hereby
agrees to satisfy its obligations to Executive under the SERP, the Split Dollar
Agreement and the DC-SERP, providedhowever, that due to limitations imposed
by the Sarbanes-Oxley Act of 2002, the Company has been legally unable to
continue to make its required annual premium payment under the Split Dollar
Agreement beginning with the premium payment due in or about July 2003 and
providedfurther, that the Company is now making annual premium payments
(beginning July 2004 and continuing each year up to and including the scheduled
annual premium payment for 2009) in the amount of $2,611,161 on the life
insurance policies owned and maintained by the Company in connection with the
DC-SERP (policy nos. I0045640 and N056205610).”

     2.     Section 3(a) of the Employment Agreement is amended by replacing the phrase “(but not the SERP (as defined herein) and not the Split Dollar Agreement (as defined herein) or its equivalent pursuant to Section 8)” with “(including the SERP (as defined herein), the Split Dollar Agreement (as defined herein) and the DC-SERP (as hereinafter defined), provided that for purposes of the SERP Executive will, upon electing to go into such non-officer position, not accrue additional service credit and the Company will continue to make its annual premium payments under the DC-SERP in accordance with Section 8)”.

     3.     Section 7(a) of the Employment Agreement is amended by replacing the phrase “its equivalent in accordance with Section 8” with “the DC-SERP (in accordance with Section 3(a) above)”.

        4.     Section 11(a)(viii) of the Employment Agreement, in connection with a Termination Due to Death, is amended by adding the phrase “and the DC-SERP” after “SERP and the Split Dollar Agreement”.

        5.     Section 11(b)(iii)(D) of the Employment Agreement, in connection with a Termination by the Company for Cause, is amended by adding the phrase “and the DC-SERP” after “SERP and the Split Dollar Agreement”.

        6.     Section 11(c)(xi) of the Employment Agreement, in connection with a Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control, is amended by replacing it with the following:

“(xi) 24 months of additional service credit for purposes of determining the
amount Executive’s accrued benefits under the SERP, and immediate vesting of
any such benefits; and for purposes of Appendix B of the SERP age at termination
of employment will be the actual age upon such cessation of employment;”
Section 11(c)(xii) is deleted in its entirety; and Section 11(c)(xiii) of the Employment Agreement is amended by replacing the phrase “(or its equivalent under Section 8)” with “and the DC-SERP”.

        7.     Section 11(e)(xi) of the Employment Agreement, in connection with a Termination Without Cause, Constructive Termination Without Cause or Voluntary Termination Following a Change in Control, is amended by replacing it with the following:

““(xi) 36 months of additional service credit for purposes of determining the amount Executive’s accrued benefits under the SERP, and immediate vesting of any such benefits; and for purposes of Appendix B of the SERP age at termination of employment will be the actual age upon such cessation of employment;”

Section 11(e)(xii) is deleted in its entirety; and Section 11(e)(xiii) of the Employment Agreement is amended by replacing the phrase “(or its equivalent)” with “and the DC-SERP”.

     8.     Section 11(f)(ix) of the Employment Agreement, in connection with Retirement, is amended by replacing the phrase “(or its equivalent)” with “and the DC-SERP”.

     9.     The “Defined Terms” in the Split Dollar Agreement will be deemed to reference the provisions in the Employment Agreement as follows: Approved Early Retirement and Normal Retirement are now references to “Retirement”; and constructive termination includes a termination by Employee in the sixty day period beginning six months following a Change in Control as set forth in his Employment Agreement; and Employment Agreement is intended to reference your Employment Agreement dated October 11, 2000 as amended through the date hereof, and the references to Sections 10 and 12 of your prior Employment Agreement are now references to Sections 11 and 14 of the Employment Agreement.

        Please confirm your acknowledgement and agreement with the above by executing a copy of this letter and delivering it to the Company.

Very truly yours,
LINENS 'N THINGS, INC.
By:	/s/ Brian D. Silva
		Brian D. Silva
		Senior Vice President of Human
		Services, Administration and
		Corporate Secretary

NORMAN AXELROD 

/s/ Norman Axelrod

Dated: June 21, 2005