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                                                                    Exhibit 10.3

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                             LINENS 'N THINGS, INC.

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                    EMPLOYMENT AGREEMENT FOR WILLIAM T. GILES

      (ORIGINALLY EFFECTIVE AS OF OCTOBER 12, 2000, AND AS AMENDED THROUGH
                               NOVEMBER 29, 2004)

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                             LINENS 'N THINGS, INC.

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                    EMPLOYMENT AGREEMENT FOR WILLIAM T. GILES

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1.    Definitions.........................................................    1
2.    Term of Employment..................................................    2
3.    Position, Duties and Responsibilities...............................    3
4.    Base Salary.........................................................    3
5.    Annual Incentive Awards.............................................    3
6.    Long-Term Stock Incentive Programs..................................    3
7.    Employee Benefit Programs...........................................    4
8.    Disability..........................................................    5
9.    Reimbursement of Business and Other Expenses; Perquisites...........    6
10.   Termination of Employment...........................................    6
11.   Forfeiture Provisions...............................................   16
12    Confidentiality; Cooperation with Regard to Litigation;
      Non-Disparagement; Return of Company Materials......................   17
13.   Non-competition.....................................................   18
14.   Non-solicitation of Employees.......................................   19
15.   Remedies............................................................   19
16.   Resolution of Disputes..............................................   19
17.   Indemnification.....................................................   20
18.   Excise Tax Gross-Up.................................................   20
19.   Effect of Agreement on Other Benefits...............................   22
20.   Assignability; Binding Nature.......................................   23
21.   Representation......................................................   23
22.   Entire Agreement....................................................   23
23.   Amendment or Waiver.................................................   23
24.   Severability........................................................   24
25.   Survivorship........................................................   24
26.   Beneficiaries/References............................................   24
27.   Governing Law/Jurisdiction..........................................   24
28.   Notices.............................................................   24
29.   Headings............................................................   25
30.   Counterparts........................................................   25

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                              EMPLOYMENT AGREEMENT

        AGREEMENT, originally made and entered into as of the 12th day of
October, 2000 and as amended through November 29, 2004 by and among Linens 'n
Things, Inc., a Delaware corporation (together with its successors and assigns,
the "Company"), and William T. Giles (the "Executive").

                              W I T N E S S E T H:

        WHEREAS, the Company desires to continue to employ Executive pursuant to
an agreement embodying the terms of such employment (this "Agreement") and
Executive desires to enter into this Agreement and to accept such employment,
subject to the terms and provisions of this Agreement;

        NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and Executive (individually a
"Party" and together the "Parties") agree as follows:

        1.      DEFINITIONS.

                (a)     "Award" shall have the meaning set forth in Section 11
                        below.

                (b)     "Base Salary" shall have the meaning set forth in
                        Section 4 below.

                (c)     "Board" shall have the meaning set forth in Section 3(a)
                        below.

                (d)     "Cause" shall have the meaning set forth in Section
                        10(b) below.

                (e)     "Change in Control" shall have the meaning set forth in
                        Section 10(c) below.

                (f)     "Committee" shall have the meaning set forth in Section
                        4 below.

                (g)     "Competition" shall have the meaning set forth in
                        Section 13(a) below.

                (h)     "Confidential Information" shall have the meaning set
                        forth in Section 12(c) below.

                (i)     "Constructive Termination Without Cause" shall have the
                        meaning set forth in Section 10(c) below.

                (j)     "Effective Date" shall have the meaning set forth in
                        Section 2(a) below.

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                (k)     "Fair Market Value" shall have the meaning set forth in
                        Section 11(a) below.

                (l)     "Forfeiture Event" shall have the meaning set forth in
                        Section 11 below.

                (m)     "Original Term of Employment" shall have the meaning set
                        forth in Section 2(a) below.

                (n)     "Renewal Term" shall have the meaning set forth in
                        Section 2(a) below.

                (o)     "Restriction Period" shall have the meaning set forth in
                        Section 13(b) below.

                (p)     "Retirement" shall have the meaning set forth in Section
                        10(f) below.

                (q)     "Severance Period" shall have the meaning set forth in
                        Section 10(c)(ii) below, except as provided otherwise in
                        Section 10(e) below.

                (r)     "Subsidiary" shall have the meaning set forth in Section
                        12(d) below.

                (s)     "Target Performance" shall have the meaning set forth in
                        Section 10(a) below.

                (t)     "Term of Employment" shall have the meaning set forth in
                        Section 2(a) below.

        2.      TERM OF EMPLOYMENT.

                (a)     The term of Executive's employment under this Agreement
shall commence immediately upon the original date of this agreement, October 12,
2000 (the "Effective Date") and, by reason of the within amendment effective as
of November 29, 2004, shall end on December 31, 2008 (the "Original Term of
Employment"), unless terminated earlier in accordance herewith. The Original
Term of Employment shall be automatically renewed for successive one-year terms
(the "Renewal Terms") so long as (i) Executive delivers a written renewal
request to the Company no less than 180 days prior to the expiration of the
Original Term of Employment or any Renewal Term, and (ii) the Company does not,
prior to 150 days before such expiration date, deliver a notification of
non-renewal to Executive stating that the Company is electing to terminate this
Agreement at the expiration of the then current Term of Employment. "Term of
Employment" shall mean the Original Term of Employment and all Renewal Terms.

                (b)     In the event that this Agreement is not renewed because
the Company has given the 150-day notice prescribed in the preceding paragraph
on or before the expiration of the Original Term of Employment or any Renewal
Term and, in either case, should such notice result in the expiration of the
Term of Employment prior to


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Executive's 60th birthday, such non-renewal shall be treated as a "Constructive
Termination Without Cause" pursuant to Section 10(c).

                (c)     In the event that this Agreement is not renewed because
Executive has not given the 180-day notice prescribed in Section 2(a) on or
before the expiration of the Original Term of Employment or any Renewal Term,
such non-renewal shall be treated as a Termination for Cause for the purposes of
Sections 10(b)(iii) but not for purposes of Section 11 and 13(b) and Executive
shall have the same entitlements as provided in Section 10(b)(iii) below. For
purposes of the "Restriction Period" under Section 13(b), such non-renewal shall
be deemed a Voluntary Termination by Executive.

                (d)     Notwithstanding anything in this Agreement to the
contrary, at least one year prior to the expiration of the Original Term of
Employment, upon the written request of the Company or Executive, the Parties
shall meet to discuss this Agreement and may agree in writing to modify any of
the terms of this Agreement.

        3.      POSITION, DUTIES AND RESPONSIBILITIES.

                (a)     GENERALLY. Executive shall serve as a senior executive
of the Company. Executive shall have and perform such duties, responsibilities,
and authorities as shall be specified by the Company from time to time and as
are customary for a senior executive of a publicly held corporation of the size,
type, and nature of the Company as they may exist from time to time and as are
consistent with such position and status. Executive shall devote substantially
all of his business time and attention (except for periods of vacation or
absence due to illness), and his best efforts, abilities, experience, and talent
to his position and the businesses of the Company.

                (b)     OTHER ACTIVITIES. Anything herein to the contrary
notwithstanding, nothing in this Agreement shall preclude Executive from (i)
serving on the boards of directors of a reasonable number of other corporations
or the boards of a reasonable number of trade associations and/or charitable
organizations, (ii) engaging in charitable activities and community affairs, and
(iii) managing his personal investments and affairs, provided that such
activities do not materially interfere with the proper performance of his duties
and responsibilities under this Agreement.

                (c)     PLACE OF EMPLOYMENT. Executive's principal place of
employment shall be the principal corporate offices of the Company.

        4.      BASE SALARY.

                Executive shall be paid an annualized salary ("Base Salary")
payable in accordance with the regular payroll practices of the Company, of not
less than $342,000, subject to review for increase at the discretion of the
Compensation Committee (the "Committee") of the Company's Board of Directors
(the "Board").


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        5.      ANNUAL INCENTIVE AWARDS.

                Executive shall participate in the Company's annual incentive
compensation plan with a target annual incentive award opportunity of no less
than 55% of Base Salary and a maximum annual incentive award opportunity of not
less than 110% of Base Salary.

        6.      LONG-TERM INCENTIVE PROGRAMS.

                Executive shall be eligible to participate in the Company's
long-term incentive compensation programs as may then be in effect for the
senior executives of the Company including cash and/or stock grants with or
without restrictions on a deferred or current basis with a target award
opportunity of not less than 25% of Base Salary, stock option grants and/or
possible restricted or deferred stock grants.

        7.      EMPLOYEE BENEFIT PROGRAMS.

                (a)     GENERAL BENEFITS. During the Term of Employment,
Executive shall be entitled to participate in such employee pension and welfare
benefit plans and programs of the Company as are made available to the Company's
senior-level executives or to its employees generally, as such plans or programs
may be in effect from time to time, including, without limitation, health,
medical, dental, long-term disability, travel accident and life insurance plans.

                (b)     DEFERRAL OF COMPENSATION. The Company shall implement
deferral arrangements, reasonably acceptable to Executive and the Company and to
the extent then permitted by applicable law, permitting Executive to elect to
defer receipt, pursuant to written deferral election terms and forms (the
"Deferral Election Forms"), of all or a specified portion of (i) his annual Base
Salary and annual incentive compensation under Sections 4 and 5, (ii) any long
term incentive compensation which may then be applicable, (iii) deferred or
restricted stock grants, and (iv) shares acquired upon exercise of stock options
to purchase Company common stock that are acquired in an exercise in which
Executive pays the exercise price by the surrender of previously acquired
shares, to the extent of the net additional shares otherwise issuable to
Executive in such exercise; PROVIDED, HOWEVER, that such deferrals shall not
reduce Executive's total cash compensation in any calendar year below the sum of
(A) the FICA maximum taxable wage base plus (B) the amount needed, on an
after-tax basis, to enable Executive to pay the 1.45% Medicare tax imposed on
his wages in excess of such FICA maximum taxable wage base.

                In accordance with such duly executed Deferral Election Forms,
the Company shall credit to a bookkeeping account (the "Deferred Compensation
Account") maintained for Executive on the respective payment date or dates,
amounts equal to the compensation subject to deferral, such credits to be
denominated in cash if the compensation would have been paid in cash but for the
deferral or in shares if the compensation would have been paid in shares but for
the deferral. An amount of cash equal in value to all cash-denominated amounts
credited to Executive's account and a


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number of shares of Company common stock equal to the number of shares credited
to Executive's account pursuant to this Section 7(b) shall be transferred as
soon as practicable following such crediting by the Company to, and shall be
held and, if cash, invested by, an independent trustee selected by the Company
and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust"
established by the Company in connection with such deferral arrangement and as
to which, if cash, the Trustee shall make investments based on Executive's
investment objectives (including possible investment in publicly traded stocks
and bonds, mutual funds, and insurance vehicles). Thereafter, Executive's
deferral accounts will be valued by reference to the value of the assets of the
"rabbi trust". The Company shall pay all costs of administration or maintenance
of the deferral arrangement, without deduction or reimbursement from the assets
of the "rabbi trust."

                Except as otherwise provided under Section 10 or by applicable
law, in the event of Executive's termination of employment with the Company or
as otherwise determined by the Committee in the event of Executive's hardship,
upon such date(s) or event(s) set forth in the Deferral Election Forms
(including forms filed after deferral but before settlement in which Executive
may elect to further defer settlement), the Company shall promptly distribute to
Executive any shares of Company common stock credited to Executive's deferred
accounts and pay to Executive cash equal to the value of any other assets then
credited to Executive's deferral accounts, less applicable withholding taxes,
and such distribution shall be deemed to fully settle such accounts; PROVIDED,
HOWEVER, that the Company may instead settle such accounts by directing the
Trustee to distribute such other assets of the "rabbi trust." The Company and
Executive agree that compensation deferred pursuant to this Section 7(b) shall
be fully vested and nonforfeitable (subject to Section 11); HOWEVER, Executive
acknowledges that his rights to the deferred compensation provided for in this
Section 7(b) shall be no greater than those of a general unsecured creditor of
the Company, and that such rights may not be pledged, collateralized,
encumbered, hypothecated, or liable for or subject to any lien, obligation, or
liability of Executive, or be assignable or transferable by Executive, otherwise
than by will or the laws of descent and distribution, provided that Executive
may designate one or more beneficiaries to receive any payment of such amounts
in the event of his death.

        8.      DISABILITY.

                (a)     During the Term of Employment, as well as during the
Severance Period, Executive shall be entitled to disability coverage as
described in this Section 8(a). In the event Executive becomes disabled, as that
term is defined under the Company's Long-Term Disability Plan, Executive shall
be entitled to receive disability payments in accordance with and pursuant to
the Company's Long-Term Disability Plan or otherwise, beginning as of the
commencement date of his eligibility for the Company's long-term disability
benefits ("Commencement Date") in place of his salary and annual incentive
compensation and on a participation basis equivalent to that of the other senior
executives of the Company, for a period beginning on the Commencement Date and
ending with the earlier to occur of (A) Executive's attainment of age 65 or (B)
Executive's commencement of retirement benefits from the Company in accordance
with Section


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10(f) below. If (i) Executive ceases to be disabled during the Term of
Employment (as determined in accordance with the terms of the Long-Term
Disability Plan), (ii) his position or another senior executive position is then
vacant and (iii) the Company requests in writing that he resume such position,
he may elect to resume such position by written notice to the Company within 15
days after the Company delivers its request. If he resumes such position, he
shall thereafter be entitled to his Base Salary at the annual rate in effect on
the Commencement Date and, for the year he resumes his position, a pro rata
annual incentive award. If he ceases to be disabled during the Term of
Employment and does not resume his position in accordance with the preceding
sentence, he shall be treated as if he voluntarily terminated his employment
pursuant to Section 10(d) as of the date Executive ceases to be disabled. If
Executive is not offered his position or another senior executive position after
he ceases to be disabled during the Term of Employment, he shall be treated as
if his employment was terminated Without Cause pursuant to Section 10(c) as of
the date Executive ceases to be disabled.

                (b)     Executive shall be entitled to a pro rata annual
incentive award then in effect for Executive for the year in which the
Commencement Date occurs based on 55% of Base Salary paid to him during such
year prior to the Commencement Date, payable in a lump sum not later than 15
days after the Commencement Date. Executive shall not be entitled to any annual
incentive award with respect to the period following the Commencement Date. If
Executive recommences his position in accordance with Section 8(a), he shall be
entitled to a pro rata annual incentive award for the year he resumes such
position and shall thereafter be entitled to annual incentive awards in
accordance with Section 5 hereof.

                (c)     Executive shall be entitled to a pro rata long term
incentive award as may then be in effect and outstanding for the Executive for
the period through the Commencement Date based on target performance, payable in
a lump sum not later than 15 days after the Commencement Date. Executive shall
not be entitled to any long term incentive award with respect to the period
following the Commencement Date. If Executive recommences his position in
accordance with Section 8(a), he shall be entitled to a pro rata long term
incentive award, to the extent then outstanding for the executive officers, for
the period in which he resumes such position and shall thereafter be entitled to
long term incentive awards in accordance with and subject to Section 6 hereof.

                (d)     During the period Executive is receiving disability
benefits pursuant to Section 8(a) above, he shall continue to be treated as an
employee for purposes of all employee benefits and entitlements in which he was
participating on the Commencement Date, including without limitation, the
benefits and entitlements referred to in Section 6 and Section 7 above, except
that Executive shall not be entitled to receive any annual salary increases or
any new long-term incentive plan grants following the Commencement Date.

        9.      REIMBURSEMENT OF BUSINESS AND OTHER EXPENSES.

                Executive is authorized to incur reasonable expenses in carrying
out his duties and responsibilities under this Agreement, and the Company shall
promptly


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reimburse him for all such business expenses incurred in connection therewith,
subject to documentation in accordance with the Company's policy.

        10.     TERMINATION OF EMPLOYMENT.

                (a)     TERMINATION DUE TO DEATH. In the event Executive's
employment with the Company is terminated due to his death, his estate or his
beneficiaries, as the case may be, shall be entitled to and their sole remedies
under this Agreement shall be:

                        (i)     Base Salary through the date of death, which
                                shall be paid in a single lump sum not later
                                than 15 days following Executive's death;

                        (ii)    pro rata annual incentive award for the year in
                                which Executive's death occurs assuming that
                                Executive would have received an award equal to
                                55% of Base Salary for such year, which shall be
                                payable in a lump sum promptly (but in no event
                                later than 15 days) after his death;

                        (iii)   elimination of all restrictions on any
                                restricted stock or deferred stock awards
                                outstanding at the time of his death;

                        (iv)    immediate vesting of all outstanding stock
                                options and the right to exercise such stock
                                options for a period of one year following death
                                (or such longer period as may be provided in
                                stock options granted to other similarly
                                situated executive officers of the Company) or
                                for the remainder of the exercise period, if
                                less;

                        (v)     immediate vesting of any long-term incentive
                                awards previously granted and a pro rata payment
                                of any such awards based on Target Performance,
                                payable in a lump sum in cash or stock promptly
                                (but in no event later than 15 days) after his
                                death. "Target Performance" for purposes of this
                                Agreement shall mean (i) the actual performance
                                for each completed year under each applicable
                                award, PLUS (ii) the "target" performance for
                                the then current year under each applicable
                                award;

                        (vi)    the balance of any incentive awards earned as of
                                December 31 of the prior year (but not yet
                                paid), which shall be paid in a single lump sum
                                not later than 15 days following Executive's
                                death;

                        (vii)   settlement of all deferred compensation
                                arrangements in accordance with Executive's duly
                                executed Deferral Election Forms and the plan
                                documents; and


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                        (viii)  other or additional benefits then due or earned
                                in accordance with applicable plans and programs
                                of the Company.

                (b)     TERMINATION BY THE COMPANY FOR CAUSE.

                        (i)     "Cause" shall mean:

                                (A)     Executive's willful and material breach
                                        of Sections 12, 13 or 14 of this
                                        Agreement;

                                (B)     Executive is convicted of a felony
                                        involving moral turpitude; or

                                (C)     Executive engages in conduct that
                                        constitutes willful gross neglect or
                                        willful gross misconduct in carrying out
                                        his duties under this Agreement,
                                        resulting, in either case, in material
                                        harm to the financial condition or
                                        reputation of the Company.

For purposes of this Agreement, an act or failure to act on Executive's part
shall be considered "willful" if it was done or omitted to be done by him not in
good faith, and shall not include any act or failure to act resulting from any
incapacity of Executive.

                        (ii)    A termination for Cause shall not take effect
                                unless the provisions of this paragraph (ii) are
                                complied with. Executive shall be given written
                                notice by the Company of its intention to
                                terminate him for Cause, such notice (A) to
                                state in detail the particular act or acts or
                                failure or failures to act that constitute the
                                grounds on which the proposed termination for
                                Cause is based and (B) to be given within 90
                                days of the Company's learning of such act or
                                acts or failure or failures to act. Executive
                                shall have 20 days after the date that such
                                written notice has been given to him in which to
                                cure such conduct, to the extent such cure is
                                possible. If he fails to cure such conduct,
                                Executive shall then be entitled to a hearing
                                before the Committee of the Board at which
                                Executive is entitled to appear. Such hearing
                                shall be held within 25 days of such notice to
                                Executive, provided he requests such hearing
                                within 10 days of the written notice from the
                                Company of the intention to terminate him for
                                Cause. If, within five days following such
                                hearing, Executive is furnished written notice
                                by the Board confirming that, in its judgment,
                                grounds for Cause on the basis of the original
                                notice exist, he shall thereupon be terminated
                                for Cause.


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                        (iii)   In the event the Company terminates Executive's
                                employment for Cause, he shall be entitled to
                                and his sole remedies under this Agreement shall
                                be:

                                (A)     Base Salary through the date of the
                                        termination of his employment for Cause,
                                        which shall be paid in a single lump sum
                                        not later than 15 days following
                                        Executive's termination of employment;

                                (B)     any incentive awards earned as of
                                        December 31 of the prior year (but not
                                        yet paid), which shall be paid in a
                                        single lump sum not later than 15 days
                                        following Executive's termination of
                                        employment;

                                (C)     settlement of all deferred compensation
                                        arrangements in accordance with
                                        Executive's duly executed Deferral
                                        Election Forms; and

                                (D)     other or additional benefits then due or
                                        earned in accordance with applicable
                                        plans or programs of the Company.

                (c)     TERMINATION WITHOUT CAUSE OR CONSTRUCTIVE TERMINATION
WITHOUT CAUSE PRIOR TO A CHANGE IN CONTROL. In the event Executive's employment
with the Company is terminated without Cause (which termination shall be
effective as of the date specified by the Company in a written notice to
Executive), other than due to death, or in the event there is a Constructive
Termination Without Cause (as defined below), in either case prior to a Change
in Control (as defined below) Executive shall be entitled to and his sole
remedies under this Agreement shall be:

                        (i)     Base Salary through the date of termination of
                                Executive's employment, which shall be paid in a
                                single lump sum not later than 15 days following
                                Executive's termination of employment;

                        (ii)    Base Salary, at the annualized rate in effect on
                                the date of termination of Executive's
                                employment (or in the event a reduction in Base
                                Salary is a basis for a Constructive Termination
                                Without Cause, then the Base Salary in effect
                                immediately prior to such reduction), for a
                                period of 18 months following such termination
                                (the "Severance Period");

                        (iii)   pro rata annual incentive award for the year in
                                which termination occurs equal to 55% of Base
                                Salary (determined in accordance with Section
                                10(c)(ii) above) for such year, payable in a
                                lump sum promptly (but in no event later than 15
                                days) following termination;


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                        (iv)    an amount equal to 55% of Base Salary
                                (determined in accordance with Section 10(c)(ii)
                                above), payable in equal monthly installments
                                over the Severance Period;

                        (v)     the balance of any incentive awards earned as of
                                December 31 of the prior year (but not yet
                                paid), which shall be paid in a single lump sum
                                not later than 15 days following Executive's
                                termination of employment;

                        (vi)    settlement of all deferred compensation
                                arrangements in accordance with Executive's duly
                                executed Deferral Election Forms and the plan
                                documents (unless Executive has previously and
                                appropriately elected not to have such
                                settlement upon such a termination);

                        (vii)   continued participation in all medical, health
                                and life insurance plans at the same benefit
                                level at which he was participating on the date
                                of the termination of his employment until the
                                earlier of:

                                (A)     24 months; or

                                (B)     the date, or dates, he receives
                                        equivalent coverage and benefits under
                                        the plans and programs of a subsequent
                                        employer (such coverage and benefits to
                                        be determined on a coverage-by-coverage,
                                        or benefit-by-benefit, basis); provided
                                        that (1) if Executive is precluded from
                                        continuing his participation in any
                                        employee benefit plan or program as
                                        provided in this clause (vii) of this
                                        Section 10(c), he shall receive cash
                                        payments equal on an after-tax basis to
                                        the cost to him of obtaining the
                                        benefits provided under the plan or
                                        program in which he is unable to
                                        participate for the period specified in
                                        this clause (vii) of this Section 10(c),
                                        (2) such cost shall be deemed to be the
                                        lowest reasonable cost that would be
                                        incurred by Executive in obtaining such
                                        benefit himself on an individual basis,
                                        and (3) payment of such amounts shall be
                                        made quarterly in advance;

                        (viii)  other or additional benefits then due or earned
                                in accordance with applicable plans and programs
                                of the Company.

                A termination without "Cause" shall mean Executive's employment
is terminated by the Company for any reason other than Cause (as defined in
Section 10(b)) or due to death.


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                "Constructive Termination Without Cause" shall mean a
termination of Executive's employment at his initiative as provided in this
Section 10(c) following the occurrence, without Executive's written consent, of
one or more of the following events (except as a result of a prior termination):

                                (A)     an assignment of any duties to Executive
                                        which are inconsistent with his status
                                        as a senior executive of the Company
                                        which is not cured following 30 days
                                        written notice;

                                (B)     a decrease in annual Base Salary or
                                        target annual incentive award
                                        opportunity below 55% of Base Salary;

                                (C)     any other failure by the Company to
                                        perform any material obligation under,
                                        or breach by the Company of any material
                                        provision of, this Agreement that is not
                                        cured within 30 days following written
                                        notice; or

                                (D)     any failure to secure the agreement of
                                        any successor corporation or other
                                        entity to the Company to fully assume
                                        the Company's obligations under this
                                        Agreement.

In addition, following a Change in Control, "Constructive Termination Without
Cause" shall also mean a termination of Executive's employment at his initiative
as provided in this Section 10(c) following the occurrence, without Executive's
written consent, of a relocation of his principal place of employment outside a
35-mile radius of his principal place of employment as in effect immediately
prior to such Change in Control.

                A "Change in Control" shall be deemed to have occurred if:

                        (i)     any Person (other than the Company, any trustee
                                or other fiduciary holding securities under any
                                employee benefit plan of the Company, or any
                                company owned, directly or indirectly, by the
                                stockholders of the Company immediately prior to
                                the occurrence with respect to which the
                                evaluation is being made in substantially the
                                same proportions as their ownership of the
                                common stock of the Company) becomes the
                                Beneficial Owner (except that a Person shall be
                                deemed to be the Beneficial Owner of all shares
                                that any such Person has the right to acquire
                                pursuant to any agreement or arrangement or upon
                                exercise of conversion rights, warrants or
                                options or otherwise, without regard to the
                                sixty day period referred to in Rule 13d-3 under
                                the Exchange Act), directly or indirectly, of
                                securities of the Company or any Significant


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                                Subsidiary (as defined below), representing 30%
                                or more of the combined voting power of the
                                Company's or such subsidiary's then outstanding
                                securities;

                        (ii)    during any period of two consecutive years,
                                individuals who at the beginning of such period
                                constitute the Board, and any new director
                                (other than a director designated by a person
                                who has entered into an agreement with the
                                Company to effect a transaction described in
                                clause (i), (iii), or (iv) of this paragraph)
                                whose election by the Board or nomination for
                                election by the Company's stockholders was
                                approved by a vote of at least two-thirds of the
                                directors then still in office who either were
                                directors at the beginning of the two-year
                                period or whose election or nomination for
                                election was previously so approved but
                                excluding for this purpose any such new director
                                whose initial assumption of office occurs as a
                                result of either an actual or threatened
                                election contest (as such terms are used in Rule
                                14a-11 of Regulation 14A promulgated under the
                                Exchange Act) or other actual or threatened
                                solicitation of proxies or consents by or on
                                behalf of an individual, corporation,
                                partnership, group, associate or other entity or
                                Person other than the Board, cease for any
                                reason to constitute at least a majority of the
                                Board;

                        (iii)   the consummation of a merger or consolidation of
                                the Company or any subsidiary owning directly or
                                indirectly all or substantially all of the
                                consolidated assets of the Company (a
                                "Significant Subsidiary") with any other entity,
                                other than a merger or consolidation which would
                                result in the voting securities of the Company
                                or a Significant Subsidiary outstanding
                                immediately prior thereto continuing to
                                represent (either by remaining outstanding or by
                                being converted into voting securities of the
                                surviving or resulting entity) more than 50% of
                                the combined voting power of the surviving or
                                resulting entity outstanding immediately after
                                such merger or consolidation;

                        (iv)    the consummation of the sale or disposition of
                                all or substantially all of the consolidated
                                assets of the Company (other than such a sale or
                                disposition immediately after which such assets
                                will be owned directly or indirectly by the
                                stockholders of the Company in substantially the
                                same proportions as their ownership of the
                                common stock of the Company immediately prior to
                                such sale or disposition); or


                                       12
<PAGE>

                        (v)     any other event occurs which the Board
                                reasonably and in good faith determines would
                                materially alter the structure of the Company or
                                its ownership.

        For purposes of this definition:

                                (A)     The term "Beneficial Owner" shall have
                                        the meaning ascribed to such term in
                                        Rule 13d-3 under the Exchange Act
                                        (including any successor to such Rule).

                                (B)     The term "Exchange Act" means the
                                        Securities Exchange Act of 1934, as
                                        amended from time to time, or any
                                        successor act thereto.

                                (C)     The term "Person" shall have the meaning
                                        ascribed to such term in Section 3(a)(9)
                                        of the Exchange Act and used in Sections
                                        13(d) and 14(d) thereof, including
                                        "group" as defined in Section 14(d)
                                        thereof.

                (d)     VOLUNTARY TERMINATION. In the event of a termination of
employment by Executive on his own initiative after delivery of 10 business days
advance written notice, other than a termination due to death, a Constructive
Termination Without Cause, or a Retirement pursuant to Section 10(f) below,
Executive shall have the same entitlements as provided in Section 10(b)(iii)
above for a termination for Cause, provided that at the Company's election (the
"Company Option"), furnished in writing to Executive within 15 days following
such notice of termination, the Company shall in addition pay Executive 155% of
his Base Salary for a period of 12 months following such termination in exchange
for Executive not engaging in Competition with the Company or any Subsidiary as
set forth in Section 13(a) below. Notwithstanding any implication to the
contrary, Executive shall not have the right to terminate his employment with
the Company during the Term of Employment except in the event of a Constructive
Termination Without Cause or Retirement, and any voluntary termination of
employment during the Term of Employment in violation of this Agreement shall be
considered a material breach; provided however, if the Company elects to pay
Executive 155% of his Base Salary in accordance with this Section 10(d), the
Company shall waive any and all claims it may have against Executive for any
breach of this Agreement relating to his voluntary termination of employment
unless Executive is found by a court of competent jurisdiction not to be in
compliance with Section 13(a) below; provided further, however, that
notwithstanding anything contained in the foregoing to the contrary, it is not
the intention of the Company to waive any claims it may have against any third
parties relating to a voluntary termination by Executive in violation of this
Agreement.

                (e)     TERMINATION WITHOUT CAUSE; CONSTRUCTIVE TERMINATION
WITHOUT CAUSE OR VOLUNTARY TERMINATION FOLLOWING A CHANGE IN CONTROL. In the
event Executive's employment with the Company is terminated by the Company
without Cause (which termination shall be effective as of the date specified by
the Company in a written notice to Executive), other than due to death, or in
the event there is a Constructive Termination


                                       13
<PAGE>

Without Cause (as defined above), in either case within eighteen months
following a Change in Control (as defined above), Executive shall be entitled to
and his sole remedies under this Agreement shall be:

                        (i)     Base Salary through the date of termination of
                                Executive's employment, which shall be paid in a
                                single lump sum not later than 15 days following
                                Executive's termination of employment;

                        (ii)    an amount equal to two times Executive's Base
                                Salary, at the annualized rate in effect on the
                                date of termination of Executive's employment
                                (or in the event a reduction in Base Salary is a
                                basis for a Constructive Termination Without
                                Cause, then the Base Salary in effect
                                immediately prior to such reduction), payable in
                                a cash lump sum promptly (but in no event later
                                than 15 days) following Executive's termination
                                of employment;

                        (iii)   pro rata annual incentive award for the year in
                                which termination occurs assuming that Executive
                                would have received an award equal to 55% of
                                Base Salary (determined in accordance with
                                Section 10(e)(ii) above) for such year, payable
                                in a cash lump sum promptly (but in no event
                                later than 15 days) following Executive's
                                termination of employment;

                        (iv)    an amount equal to 55% of such Base Salary
                                (determined in accordance with Section 10(e)(ii)
                                above) multiplied by two, payable in a cash lump
                                sum promptly (but in no event later than 15
                                days) following Executive's termination of
                                employment;

                        (v)     elimination of all restrictions on any
                                restricted stock or deferred stock awards
                                outstanding at the time of termination of
                                employment;

                        (vi)    immediate vesting of all outstanding stock
                                options and the right to exercise vested stock
                                options granted prior to the Effective Date
                                during the Severance Period or for the remainder
                                of the exercise period, if less; options granted
                                after the Effective Date shall be exercisable
                                for the remainder of the exercise period;

                        (vii)   immediate vesting of any outstanding long term
                                incentive awards previously granted and a pro
                                rata payment of such awards based on Target
                                Performance, payable in a lump sum


                                       14
<PAGE>

                                in cash or stock promptly (but in no event later
                                than 15 days) following Executive's termination
                                of employment;

                        (viii)  the balance of any incentive awards earned as of
                                December 31 of the prior year (but not yet
                                paid), which shall be paid in a single lump sum
                                not later than 15 days following Executive's
                                termination of employment;

                        (ix)    settlement of all deferred compensation
                                arrangements in accordance with Executive's duly
                                executed Deferral Election Forms and the plan
                                documents (unless Executive has previously and
                                appropriately elected not to have such
                                settlement upon such a termination);

                        (x)     continued participation in all medical, health
                                and life insurance plans at the same benefit and
                                participation level at which he was
                                participating on the date of the termination of
                                his employment until the earlier of:

                                (A)     the end of the Severance Period; or

                                (B)     the date, or dates, he receives
                                        equivalent coverage and benefits under
                                        the plans and programs of a subsequent
                                        employer (such coverage and benefits to
                                        be determined on a coverage-by-coverage,
                                        or benefit-by-benefit, basis); provided
                                        that (1) if Executive is precluded from
                                        continuing his participation in any
                                        employee benefit plan or program as
                                        provided in this clause (vii) of this
                                        Section 10(e), he shall receive cash
                                        payments equal on an after-tax basis to
                                        the cost to him of obtaining the
                                        benefits provided under the plan or
                                        program in which he is unable to
                                        participate for the period specified in
                                        this clause (vii) of this Section 10(e),
                                        (2) such cost shall be deemed to be the
                                        lowest reasonable cost that would be
                                        incurred by Executive in obtaining such
                                        benefit himself on an individual basis,
                                        and (3) payment of such amounts shall be
                                        made quarterly in advance;

                        (xi)    other or additional benefits then due or earned
                                in accordance with applicable plans and programs
                                of the Company.

For purposes of any termination pursuant to this Section 10(e), the term
"Severance Period" shall mean the period of 24 months following the termination
of Executive's employment.


                                       15
<PAGE>

                (f)     RETIREMENT. Upon Executive's Retirement (as defined
below), Executive shall be entitled to and his sole remedies under this
Agreement shall be:

                        (i)     Base Salary through the date of termination of
                                Executive's employment, which shall be paid in a
                                single lump sum not later than 15 days following
                                Executive's termination of employment;

                        (ii)    pro rata annual incentive award for the year in
                                which termination occurs, based on performance
                                valuation at the end of such year and payable in
                                a cash lump sum promptly (but in no event later
                                than 15 days) thereafter;

                        (iii)   continued vesting (as if Executive remained
                                employed by the Company) of any restricted stock
                                or deferred stock awards outstanding at the time
                                of his termination of employment;

                        (iv)    continued vesting (as if Executive remained
                                employed by the Company) of all outstanding
                                stock options granted after the Effective Date
                                and the right to exercise such stock options for
                                the remainder of the exercise period; and
                                continued vesting of all outstanding options
                                granted prior to the Effective Date and the
                                right to exercise such stock options for a
                                period of one year following the later of the
                                date the options are fully vested or Executive's
                                termination of employment (or such longer period
                                as may be provided in stock options granted to
                                other similarly situated executive officers of
                                the Company), or for the remainder of the
                                exercise period, if less;

                        (v)     pro rata payment (based on actual service to the
                                date of Retirement) of any long-term incentive
                                awards previously granted to Executive and then
                                outstanding, with such pro rata payment based on
                                valuation at the end of the applicable
                                performance periods, and continued service
                                vesting (as if Executive remained employed by
                                the Company) in all such outstanding awards,
                                with such awards to be payable in a lump sum in
                                cash or the Company's common stock (with or
                                without restrictions) promptly (but in no event
                                later than 15 days) after the later of the
                                scheduled payment or vesting date for each such
                                award;

                        (vi)    the balance of any incentive awards earned as of
                                December 31 of the prior year (but not yet
                                paid), which shall be paid in a single lump sum
                                not later than 15 days following Executive's
                                termination of employment;


                                       16
<PAGE>

                        (vii)   settlement of all deferred compensation
                                arrangements in accordance with Executive's duly
                                executed Deferral Election Forms and the plan
                                documents (unless Executive has previously and
                                appropriately elected not to have such
                                settlement at such time);

                        (viii)  other or additional benefits then due or earned
                                in accordance with applicable plans and programs
                                of the Company.

For purposes of this Agreement, "Retirement" shall mean Executive's voluntary
termination of employment with the Company at the earlier of (i) at or after
attaining age 55 and 15 years of service with the Company (which shall include
all of Executive's years of service with Melville Corporation, if any), and (ii)
attaining age 60.

                (g)     Notwithstanding anything else herein to the contrary in
Sections 7, 10 or otherwise, distributions attributable to any deferred
compensation arrangements to be made to Executive may be delayed for up to 12
months in order to avoid adverse tax implications to Executive, the Company or
other similarly situated employees under Section 4009A of the Internal Revenue
Code of 1986 (the "Code").

                (h)     NO MITIGATION; NO OFFSET. In the event of any
termination of employment, Executive shall be under no obligation to seek other
employment; amounts due Executive under this Agreement shall not be offset by
any remuneration attributable to any subsequent employment that he may obtain.

                (i)     NATURE OF PAYMENTS. Any amounts due under this Section
10 are in the nature of severance payments considered to be reasonable by the
Company and are not in the nature of a penalty.

                (j)     NO FURTHER LIABILITY; RELEASE. In the event of
Executive's termination of employment, payment made and performance by the
Company in accordance with this Section 10 shall operate to fully discharge and
release the Company and its directors, officers, employees, subsidiaries,
affiliates, stockholders, successors, assigns, agents and representatives from
any further obligation or liability with respect to Executive's rights under
this Agreement. Other than payment and performance under this Section 10, the
Company and its directors, officers, employees, subsidiaries, affiliates,
stockholders, successors, assigns, agents and representatives shall have no
further obligation or liability to Executive or any other person under this
Agreement in the event of Executive's termination of employment. The Company
shall have the right to condition the payment of any severance or other amounts
pursuant to this Section 10 upon the delivery by Executive to the Company of a
release in the form satisfactory to the Company releasing any and all claims
Executive may have against the Company and its directors, officers, employees,
subsidiaries, affiliates, stockholders, successors, assigns, agents and
representatives arising out of this Agreement.


                                       17
<PAGE>

        11.     FORFEITURE PROVISIONS.

                (a)     FORFEITURE OF STOCK OPTIONS AND OTHER AWARDS AND GAINS
REALIZED UPON PRIOR OPTION EXERCISES OR AWARD SETTLEMENTS. Unless otherwise
determined by the Committee, upon a termination of Executive's employment for
Cause, Executive's engaging in "Competition" (as defined in Section 13(a)) with
the Company or any Subsidiary after a voluntary termination of employment
pursuant to Section 10(d), or Executive's violation of any of the other
restrictive covenants contained in Section 12, 13 or 14 (each a "Forfeiture
Event") during the Term of Employment and for 24 months thereafter, all of the
following forfeitures will result:

                        (i)     The unexercised portion of any stock option,
                                whether or not vested, and any other Award not
                                then settled (except for an Award that has not
                                been settled solely due to an elective deferral
                                by Executive and otherwise is not forfeitable in
                                the event of any termination of Executive's
                                service) will be immediately forfeited and
                                canceled upon the occurrence of the Forfeiture
                                Event; and

                        (ii)    Executive will be obligated to repay to the
                                Company, in cash, within five business days
                                after demand is made therefor by the Company,
                                the total amount of Award Gain (as defined
                                herein) realized by Executive upon each exercise
                                of a stock option or settlement of an Award
                                (regardless of any elective deferral) that
                                occurred (A) during the period commencing with
                                the date that is 24 months prior to the
                                occurrence of the Forfeiture Event and the date
                                24 months after the Forfeiture Event, if the
                                Forfeiture Event occurred while Executive was
                                employed by the Company or a Subsidiary or
                                affiliate, or (B) during the period commencing
                                24 months prior to the date Executive's
                                employment by the Company terminated and ending
                                12 months (or, in the event that the Forfeiture
                                Event is a breach of Section 14, 24 months)
                                after the date of such termination, if the
                                Forfeiture Event occurred after Executive ceased
                                to be so employed. For purposes of this Section,
                                the term "Award Gain" shall mean (i), in respect
                                of a given stock option exercise, the product of
                                (X) the Fair Market Value per share of common
                                stock at the date of such exercise (without
                                regard to any subsequent change in the market
                                price of shares) minus the exercise price times
                                (Y) the number of shares as to which the stock
                                option was exercised at that date, and (ii) with
                                respect to any other settlement of an Award
                                granted to Executive, the Fair Market Value of
                                the cash or stock paid or payable or distributed
                                to Executive (regardless of any elective
                                deferral) less any cash or the Fair Market Value
                                of any stock or property (other than an Award or
                                award which would have itself then been
                                forfeitable hereunder and excluding any payment
                                of tax withholding) paid by Executive to the
                                Company as a condition of or in connection with
                                such settlement.


                                       18
<PAGE>

For purposes of this Agreement "Fair Market Value" shall mean as of any given
date, the closing sale price per share of the Company's common stock reported on
a consolidated basis for securities listed on the principal stock exchange or
market on which the common stock of the Company is traded on the date as of
which such value is being determined, or, if there is no sale on that day, then
on the last previous day on which a sale was reported; and "Award" shall mean
any cash award, stock option, stock appreciation right, restricted stock,
deferred stock (such as a restricted stock unit), bonus stock, dividend
equivalent, or other stock-based or performance-based award or similar award,
together with any related right or interest, granted to or held by Executive
(but excluding any annual cash incentive award which is payable on an annual
basis and is determined based entirely on a one-year (or less) performance
measurement period).

                (b)     COMMITTEE DISCRETION. The Committee may, in its
discretion, waive in whole or in part the Company's right to forfeiture under
this Section, but no such waiver shall be effective unless evidenced by a
writing signed by a duly authorized officer of the Company. In addition, the
Committee may impose additional conditions on Awards, by inclusion of
appropriate provisions in the document evidencing or governing any such Award.

        12.     CONFIDENTIALITY: COOPERATION WITH REGARD TO LITIGATION;
NON-DISPARAGEMENT; RETURN OF COMPANY MATERIALS.

                (a)     During the Term of Employment and thereafter, Executive
shall not, without the prior written consent of the Company, disclose to anyone
(except in good faith in the ordinary course of business to a person who will be
advised by Executive to keep such information confidential) or make use of any
Confidential Information except in the performance of his duties hereunder or
when required to do so by legal process, by any governmental agency having
supervisory authority over the business of the Company or by any administrative
or legislative body (including a committee thereof) that requires him to
divulge, disclose or make accessible such information. In the event that
Executive is so ordered, he shall give prompt written notice to the Company in
order to allow the Company the opportunity to object to or otherwise resist such
order.

                (b)     During the Term of Employment and thereafter, Executive
shall not disclose the existence or contents of this Agreement beyond what is
disclosed in the proxy statement or documents filed with the government unless
and to the extent such disclosure is required by law, by a governmental agency,
or in a document required by law to be filed with a governmental agency or in
connection with enforcement of his rights under this Agreement. In the event
that disclosure is so required, Executive shall give prompt written notice to
the Company in order to allow the Company the opportunity to object to or
otherwise resist such requirement. This restriction shall not apply to such
disclosure by him to members of his immediate family, his tax, legal or
financial advisors, any lender, or tax authorities, or to potential future
employers to the extent necessary, each of whom shall be advised not to disclose
such information.


                                       19
<PAGE>

                (c)     "Confidential Information" shall mean (i) all
information concerning the business of the Company or any Subsidiary including
information relating to any of their products, product development, trade
secrets, customers, suppliers, finances, and business plans and strategies,
(ii)all documents marked "Confidential," and (iii) information regarding the
organization structure and the names, titles, status, compensation, benefits and
other proprietary employment-related aspects of the employees of the Company and
the Company's employment practices. Excluded from the definition of Confidential
Information is information (A) that is or becomes part of the public domain,
other than through the breach of this Agreement by Executive or (B) regarding
the Company's business or industry properly acquired by Executive in the course
of his career as an executive in the Company's industry and independent of
Executive's employment by the Company. For this purpose, information known or
available generally within the trade or industry of the Company or any
Subsidiary shall be deemed to be known or available to the public.

                (d)     "Subsidiary" shall mean any corporation controlled
directly or indirectly by the Company.

                (e)     Executive agrees to cooperate with the Company, during
the Term of Employment and thereafter (including following Executive's
termination of employment for any reason), by making himself reasonably
available to testify on behalf of the Company or any Subsidiary in any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
and to assist the Company, or any Subsidiary, in any such action, suit, or
proceeding, by providing information and meeting and consulting with the Board
or its representatives or counsel, or representatives or counsel to the Company,
or any Subsidiary as requested; provided, however that the same does not
materially interfere with his then current professional activities. The Company
agrees to reimburse Executive, on an after-tax basis, for all expenses actually
incurred in connection with his provision of testimony or assistance.

                (f)     Executive agrees that, during the Term of Employment and
thereafter (including following Executive's termination of employment for any
reason) he will not make statements or representations, or otherwise
communicate, directly or indirectly, in writing, orally, or otherwise, or take
any action which may, directly or indirectly, disparage the Company or any
Subsidiary or their respective officers, directors, employees, advisors,
businesses or reputations. The Company agrees that, during the Term of
Employment and thereafter (including following Executive's termination of
employment for any reason) the Company will not make statements or
representations, or otherwise communicate, directly or indirectly, in writing,
orally, or otherwise, or take any action which may directly or indirectly,
disparage Executive or his business or reputation. Notwithstanding the
foregoing, nothing in this Agreement shall preclude either Executive or the
Company from making truthful statements or disclosures that are required by
applicable law, regulation, or legal process.

                (g)     Upon any termination of employment, Executive agrees to
deliver any Company property and any documents, notes, drawings, specifications,
computer


                                       20
<PAGE>

software, data and other materials of any nature pertaining to any
Confidential Information that are held by Executive and will not take any of the
foregoing, or any reproduction of any of the foregoing, that is embodied an any
tangible medium of expression, provided that the foregoing shall not prohibit
Executive from retaining his personal phone directories and rolodexes.

        13.     NON-COMPETITION.

                (a)     During the Restriction Period (as defined in Section
13(b) below), Executive shall not engage in Competition with the Company or any
Subsidiary. "Competition" shall mean engaging in any activity, except as
provided below, for a Competitor of the Company or any Subsidiary, whether as an
employee, consultant, principal, agent, officer, director, partner, shareholder
(except as a less than one percent shareholder of a publicly traded company) or
otherwise. A "Competitor" shall mean (i) Bed Bath & Beyond, Spencer Gifts, J.C.
Penny's, Target, Ross Stores, Inc., The TJX Companies, Kohls Corporation,
Federated Department Stores or The May Department Stores Company (and any
successor or successors thereto); (ii) any home textiles or housewares store,
specialty store or other retailer if $50 million or more of its annual gross
sales revenues (in either case, based on the most recent quarterly or annual
financial statements available) are derived from the sale of home textiles,
housewares or other goods or merchandise of the types sold in the Company's (or
any Subsidiary's) stores; (iii) any corporation or other entity whether
independent or owned, funded or controlled by any other entity, engaged or
organized for the purpose of engaging, in whole or in part, in the sale of home
textiles, housewares or other goods or merchandise of the types sold in the
Company's (or any Subsidiary's) stores; (iv) any business that provides buying
office services to any business or group of businesses referred to above, or (v)
any business (in the U.S. or any country in which the Company or any Subsidiary
operates a store or stores) which is in material competition with the Company or
any Subsidiary or division thereof and in which Executive's "officer" functions
would be substantially similar to Executive's functions with the Company.

                (b)     For the purposes of this Section 13, "Restriction
Period" shall mean the period beginning with the Effective Date and ending with:

                        (i)     in the case of a termination of Executive's
                                employment without Cause or a Constructive
                                Termination Without Cause, the Restriction
                                Period shall terminate immediately upon
                                Executive's termination of employment;

                        (ii)    in the case of a termination of Executive's
                                employment for Cause, 24 months from the date of
                                such termination;

                        (iii)   in the case of a voluntary termination of
                                Executive's employment pursuant to Section 10(d)
                                (or a failure by Executive to provide notice of
                                renewal of the Term of Employment under Section
                                2) followed by the Company's election to
                                exercise the Company Option and to pay


                                       21
<PAGE>

                                Executive (and subject to the payment of) the
                                amount provided in Section 10(d) above, the
                                first anniversary of such termination;

                        (iv)    in the case of a voluntary termination of
                                Executive's employment pursuant to Section 10(d)
                                (or a failure by Executive to provide notice of
                                renewal of the Term of Employment under Section
                                2) which is not followed by the Company's
                                election to exercise the Company Option and to
                                pay Executive the amount provided in Section
                                10(d) above, the date of such termination; or

                        (v)     in the case of a Retirement pursuant to Section
                                10(f) above, the remainder of the Term of
                                Employment.

        14.     NON-SOLICITATION OF EMPLOYEES.

                During the period beginning with the Effective Date and ending
24 months following the termination or other cessation of Executive's employment
for any reason, Executive shall not induce employees of the Company or any
Subsidiary to terminate their employment; provided, however, that the foregoing
shall not be construed to prevent Executive from engaging in generic nontargeted
advertising for employees generally. During such period, Executive shall not
hire, either directly or through any employee, agent or representative, any
employee of the Company or any Subsidiary or any person who was employed by the
Company or any Subsidiary within 180 days of such hiring.

        15.     REMEDIES.

                In addition to whatever other rights and remedies the Company
may have at equity or in law, if Executive breaches any of the provisions
contained in Sections 12, 13 or 14 above, the Company (a) shall have its rights
under Section 11 of this Agreement, (b) shall have the right to immediately
terminate all payments and benefits due under this Agreement and (c) shall have
the right to seek injunctive relief (without posting bond or other security and
without the need to prove damages). Executive acknowledges that such a breach of
Sections 12, 13 or 14 would cause irreparable injury and that money damages
would not provide an adequate remedy for the Company; provided, however, the
foregoing shall not prevent Executive from contesting the issuance of any such
injunction on the ground that no violation or threatened violation of Sections
12, 13 or 14 has occurred.

        16.     RESOLUTION OF DISPUTES.

                Any controversy, claim or defense arising out of or relating to
this Agreement or any breach or asserted breach hereof or questioning or
defending the validity and binding effect hereof arising under or in connection
with this Agreement, other than seeking injunctive relief under Section 15,
shall be resolved by binding arbitration, to be held at an office closest to the
Company's principal offices in accordance with the rules


                                       22
<PAGE>

and procedures of the American Arbitration Association, except that disputes
arising under or in connection with Sections 12, 13 and 14 above shall be
submitted to the federal or state courts in the State of New Jersey. Judgment
upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Pending the resolution of any arbitration or court
proceeding, the Company shall continue payment of all amounts and benefits due
Executive under this Agreement. All reasonable costs and expenses (including
fees and disbursements of counsel) incurred by Executive pursuant to this
Section 16 shall be paid on behalf of or reimbursed to Executive promptly by the
Company; PROVIDED, HOWEVER, that in the event the arbitrator(s) determine(s)
that any of Executive's litigation assertions or defenses are determined to be
in bad faith or frivolous, no such reimbursements related to such assertions or
defenses shall be due Executive, and any such expenses already paid to Executive
shall be immediately returned by Executive to the Company.

        17.     INDEMNIFICATION.

                (a)     COMPANY INDEMNITY. The Company agrees that if Executive
is made a party, or is threatened to be made a party, to any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he is or was a director, officer or
employee of the Company or any Subsidiary or is or was serving at the request of
the Company or any Subsidiary as a director, officer, member, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the
basis of such Proceeding is Executive's alleged action in an official capacity
while serving as a director, officer, member, employee or agent, Executive shall
be indemnified and held harmless by the Company to the fullest extent legally
permitted or authorized by the Company's certificate of incorporation or bylaws
or resolutions of the Company's Board or, if greater, by the laws of the State
of Delaware against all cost, expense, liability and loss (including, without
limitation, attorney's fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
Executive in connection therewith, and such indemnification shall continue as to
Executive even if he has ceased to be a director, member, officer, employee or
agent of the Company or other entity and shall inure to the benefit of
Executive's heirs, executors and administrators. The Company shall advance to
Executive all reasonable costs and expenses to be incurred by him in connection
with a Proceeding within 20 days after receipt by the Company of a written
request for such advance. Such request shall include an undertaking by Executive
to repay the amount of such advance if it shall ultimately be determined that he
is not entitled to be indemnified against such costs and expenses. The
provisions of this Section 17(a) shall not be deemed exclusive of any other
rights of indemnification to which Executive may be entitled or which may be
granted to him, and it shall be in addition to any rights of indemnification to
which he may be entitled under any policy of insurance.

                (b)     NO PRESUMPTION REGARDING STANDARD OF CONDUCT. Neither
the failure of the Company (including its Board, independent legal counsel or
stockholders) to have made a determination prior to the commencement of any
proceeding concerning payment of amounts claimed by Executive under Section
17(a) above that indemnification of


                                       23
<PAGE>

Executive is proper because he has met the applicable standard of conduct, nor a
determination by the Company (including its Board, independent legal counsel or
stockholders) that Executive has not met such applicable standard of conduct,
shall create a presumption that Executive has not met the applicable standard of
conduct.

                (c)     LIABILITY INSURANCE. The Company agrees to continue and
maintain a directors and officers' liability insurance policy covering Executive
to the extent the Company provides such coverage for its other executive
officers.

        18.     EXCISE TAX GROSS-UP.

                If Executive becomes entitled to one or more payments (with a
"payment" including, without limitation, the vesting of an option or other
non-cash benefit or property), whether pursuant to the terms of this Agreement
or any other plan, arrangement, or agreement with the Company or any affiliated
company (the "Total Payments"), which are or become subject to the tax imposed
by Section 4999 of the Code (or any similar tax that may hereafter be imposed)
(the "Excise Tax"), the Company shall pay to Executive at the time specified
below an additional amount (the "Gross-up Payment") (which shall include,
without limitation, reimbursement for any penalties and interest that may accrue
in respect of such Excise Tax) such that the net amount retained by Executive,
after reduction for any Excise Tax (including any penalties or interest thereon)
on the Total Payments and any federal, state and local income or employment tax
and Excise Tax on the Gross-up Payment provided for by this Section 18, but
before reduction for any federal, state, or local income or employment tax on
the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b)
an amount equal to the product of any deductions disallowed for federal, state,
or local income tax purposes because of the inclusion of the Gross-up Payment in
Executive's adjusted gross income multiplied by the highest applicable marginal
rate of federal, state, or local income taxation, respectively, for the calendar
year in which the Gross-up Payment is to be made. For purposes of determining
whether any of the Total Payments will be subject to the Excise Tax and the
amount of such Excise Tax:

                (i)     The Total Payments shall be treated as "parachute
                        payments" within the meaning of Section 280G(b)(2) of
                        the Code, and all "excess parachute payments" within the
                        meaning of Section 280G(b)(1) of the Code shall be
                        treated as subject to the Excise Tax, unless, and except
                        to the extent that, in the written opinion of
                        independent compensation consultants, counsel or
                        auditors of nationally recognized standing ("Independent
                        Advisors") selected by the Company and reasonably
                        acceptable to Executive, the Total Payments (in whole or
                        in part) do not constitute parachute payments, or such
                        excess parachute payments (in whole or in part)
                        represent reasonable compensation for services actually
                        rendered within the meaning of Section 280G(b)(4) of the
                        Code in excess of the base amount within the meaning of
                        Section 280G(b)(3) of the Code or are otherwise not
                        subject to the Excise Tax;


                                       24
<PAGE>

                (ii)    The amount of the Total Payments which shall be treated
                        as subject to the Excise Tax shall be equal to the
                        lesser of (A) the total amount of the Total Payments or
                        (B) the total amount of excess parachute payments within
                        the meaning of Section 280G(b)(1) of the Code (after
                        applying clause (i) above); and

                (iii)   The value of any non-cash benefits or any deferred
                        payment or benefit shall be determined by the
                        Independent Advisors in accordance with the principles
                        of Sections 280G(d)(3) and (4) of the Code.

                For purposes of determining the amount of the Gross-up Payment,
Executive shall be deemed (A) to pay federal income taxes at the highest
marginal rate of federal income taxation for the calendar year in which the
Gross-up Payment is to be made; (B) to pay any applicable state and local income
taxes at the highest marginal rate of taxation for the calendar year in which
the Gross-up Payment is to be made, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes if paid in such year (determined without regard to limitations on
deductions based upon the amount of Executive's adjusted gross income); and (C)
to have otherwise allowable deductions for federal, state, and local income tax
purposes at least equal to those disallowed because of the inclusion of the
Gross-up Payment in Executive's adjusted gross income. In the event that the
Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the time the Gross-up Payment is made, Executive shall
repay to the Company at the time that the amount of such reduction in Excise Tax
is finally determined (but, if previously paid to the taxing authorities, not
prior to the time the amount of such reduction is refunded to Executive or
otherwise realized as a benefit by Executive) the portion of the Gross-up
Payment that would not have been paid if such Excise Tax had been applied in
initially calculating the Gross-up Payment, plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is determined to exceed the amount taken into account
hereunder at the time the Gross-up Payment is made (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-up Payment), the Company shall make an additional Gross-up Payment in
respect of such excess (plus any interest and penalties payable with respect to
such excess) at the time that the amount of such excess is finally determined.

                The Gross-up Payment provided for above shall be paid on the
30th day (or such earlier date as the Excise Tax becomes due and payable to the
taxing authorities) after it has been determined that the Total Payments (or any
portion thereof) are subject to the Excise Tax; PROVIDED, HOWEVER, that if the
amount of such Gross-up Payment or portion thereof cannot be finally determined
on or before such day, the Company shall pay to Executive on such day an
estimate, as determined by the Independent Advisors, of the minimum amount of
such payments and shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code), as soon as
the amount thereof can be determined. In the event that the amount of the
estimated


                                       25
<PAGE>

payments exceeds the amount subsequently determined to have been due, such
excess shall constitute a loan by the Company to Executive, payable on the fifth
day after demand by the Company (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code). If more than one Gross-up Payment is made,
the amount of each Gross-up Payment shall be computed so as not to duplicate any
prior Gross-up Payment. The Company shall have the right to control all
proceedings with the Internal Revenue Service that may arise in connection with
the determination and assessment of any Excise Tax and, at its sole option, the
Company may pursue or forego any and all administrative appeals, proceedings,
hearings, and conferences with any taxing authority in respect of such Excise
Tax (including any interest or penalties thereon); PROVIDED, HOWEVER, that the
Company's control over any such proceedings shall be limited to issues with
respect to which a Gross-up Payment would be payable hereunder, and Executive
shall be entitled to settle or contest any other issue raised by the Internal
Revenue Service or any other taxing authority. Executive shall cooperate with
the Company in any proceedings relating to the determination and assessment of
any Excise Tax and shall not take any position or action that would materially
increase the amount of any Gross-up Payment hereunder.

        19.     EFFECT OF AGREEMENT ON OTHER BENEFITS.

                Except as specifically provided in this Agreement, the existence
of this Agreement shall not be interpreted to preclude, prohibit or restrict
Executive's participation in any other employee benefit or other plans or
programs in which he currently participates.

        20.     ASSIGNABILITY: BINDING NATURE.

                This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors, heirs (in the case of Executive)
and permitted assigns. No rights or obligations of the Company under this
Agreement may be assigned or transferred by the Company except that such rights
or obligations may be assigned or transferred in connection with the sale or
transfer of all or substantially all of the assets of the Company, provided that
the assignee or transferee is the successor to all or substantially all of the
assets of the Company and such assignee or transferee assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement, either
contractually or as a matter of law. The Company further agrees that, in the
event of a sale or transfer of assets as described in the preceding sentence, it
shall take whatever action it legally can in order to cause such assignee or
transferee to expressly assume the liabilities, obligations and duties of the
Company hereunder. No rights or obligations of Executive under this Agreement
may be assigned or transferred by Executive other than his rights to
compensation and benefits, which may be transferred only by will or operation of
law, except as provided in Section 26 below.


                                       26
<PAGE>

        21.     REPRESENTATION.

                The Company represents and warrants that it is fully authorized
and empowered to enter into this Agreement and that the performance of its
obligations under this Agreement will not violate any agreement between it and
any other person, firm or organization.

        22.     ENTIRE AGREEMENT.

                This Agreement contains the entire understanding and agreement
between the Parties concerning the subject matter hereof and, as of the date of
this amendment, supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the Parties with
respect thereto, including, without limitation any prior change in control
agreement between the Parties, except for certain rights regarding Executive's
stock options granted after October 1996 and prior to the original effective
date of this Agreement, which shall be governed by the terms of Executive's 1996
employment agreement as if such 1996 employment agreement remained in full force
and effect.

        23.     AMENDMENT OR WAIVER.

                No provision in this Agreement may be amended unless such
amendment is agreed to in writing and signed by Executive and an authorized
officer of the Company. Except as set forth herein, no delay or omission to
exercise any right, power or remedy accruing to any Party shall impair any such
right, power or remedy or shall be construed to be a waiver of or an
acquiescence to any breach hereof. No waiver by either Party of any breach by
the other Party of any condition or provision contained in this Agreement to be
performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by Executive or an authorized officer
of the Company, as the case may be.

        24.     SEVERABILITY.

                In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, in whole or
in part, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by
law.

        25.     SURVIVORSHIP.

                The respective rights and obligations of the Parties hereunder
shall survive any termination of Executive's employment to the extent necessary
to the intended preservation of such rights and obligations.


                                       27
<PAGE>

        26.     BENEFICIARIES/REFERENCES.

                Executive shall be entitled, to the extent permitted under any
applicable law, to select and change a beneficiary or beneficiaries to receive
any compensation or benefit payable hereunder following Executive's death by
giving the Company written notice thereof. In the event of Executive's death or
a judicial determination of his incompetence, reference in this Agreement to
Executive shall be deemed, where appropriate, to refer to his beneficiary,
estate or other legal representative.

        27.     GOVERNING LAW/JURISDICTION.

                This Agreement shall be governed by and construed and
interpreted in accordance with the laws of New Jersey without reference to
principles of conflict of laws. Subject to Section 16, the Company and Executive
hereby consent to the jurisdiction of any or all of the following courts for
purposes of resolving any dispute under this Agreement: (i) the United States
District Court for New Jersey or (ii) any of the courts of the State of New
Jersey. The Company and Executive further agree that any service of process or
notice requirements in any such proceeding shall be satisfied if the rules of
such court relating thereto have been substantially satisfied. The Company and
Executive hereby waive, to the fullest extent permitted by applicable law, any
objection which it or he may now or hereafter have to such jurisdiction and any
defense of inconvenient forum.

        28.     NOTICES.

                Any notice given to a Party shall be in writing and shall be
deemed to have been given when delivered personally or sent by certified or
registered mail, postage prepaid, return receipt requested, duly addressed to
the Party concerned at the address indicated below or to such changed address as
such Party may subsequently give such notice of:

                If to the Company:      Linens 'n Things, Inc.
                                        6 Brighton Road
                                        Clifton, New Jersey 07015-5108
                                        Attention: Secretary

                If to Executive:        Mr. William T. Giles
                                        c/o Linens 'n Things, Inc.
                                        6 Brighton Road
                                        Clifton, New Jersey 07015-5108
                                        Attention: Secretary


                                       28
<PAGE>

        29.     HEADINGS.

                The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

        30.     EXECUTIVE REPRESENTATIONS AND WARRANTIES.

                The Executive represents and warrants that (i) the information
(written or oral) provided by certification or other similar documentation by
the Executive to the company in connection with obtaining employment with the
Company or in connection with the Executive's former employment(s), work
history, circumstances of leaving former employment(s) and educational
background, is true, (ii) he has the legal capacity to execute and perform this
Agreement (iii) this Agreement is a valid and binding obligation of the
Executive enforceable against him in accordance with its terms, (iv) the
Executive's service hereunder will not conflict with, or result in a breach of,
any agreement, understanding, order, judgment or other obligation to which the
Executive is presented a party or by which he may be bound, and (v) the
Executive is not subject to, or bound by, any covenant against competition,
confidentiality obligation or any other agreement, order judgment or other
obligation which would conflict with, restrict or limit the performance of the
services to be provided by him hereunder.

        31.     COUNTERPARTS.

                This Agreement may be executed in two or more counterparts.


        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.


                                            LINENS 'N THINGS, INC.


                                            By:_______________________________
                                            Name:
                                            Title:

                                            EXECUTIVE


                                            ----------------------------------
                                            William T. Giles


                                       29