Exhibit 4.5


 


2044
Senior Note


 


No. R-1


	
        CUSIP NO. 075896 AC4

        ISIN NO. US075896AC47
	 	PRINCIPAL AMOUNT


 


$900,000,000


 


Bed
Bath & Beyond Inc.


 


5.165% SENIOR NOTES DUE 2044


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR
A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS
SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 




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Bed Bath &
Beyond Inc., a New York corporation (the "Company", which term shall include any successor under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of Nine  Hundred Million Dollars ($900,000,000) on August 1, 2044, and to pay interest thereon from July 17,
2014 or from the most recent interest payment date on which interest has been paid or duly provided for, semi-annually in
arrears on February 1 and August 1 (each, an "Interest Payment Date") of each year (or if such date is not a
Business Day, on the next Business Day thereafter; no interest will accrue on such payment for the period from and after such
Interest Payment Date to the date of such payment on the next succeeding Business Day), commencing February 1, 2015, at the
rate of 5.165% per annum, until the entire principal amount hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holder
in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such
interest, which shall be the date that is 15 calendar days prior to such Interest Payment Date, whether or not a Business
Day. Any such interest not so punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the Holder on such Record Date, and may either be paid to the Holder in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Company, notice whereof shall be given to Holders of Notes not less than 10 calendar days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all
as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Payments of principal, premium, if any, and interest in respect of this Note will be made by the Company in
immediately available funds.


 


Payment of the principal
of and interest on this Note shall be payable at the Corporate Trust Office of The Bank of New York Mellon, located at 101 Barclay
Street, Floor 7W, New York, New York 10286, or at such other office or agency of the Company maintained for that purpose in The
City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that, at the option of the Company, interest may be paid by check mailed to
the address of the Person entitled thereto as such address shall appear on the Register or by wire transfer to an account designated
by the Holder; and, provided, further, that so long as this Note is registered in the name of DTC or its nominee, principal and
interest payments will be paid to DTC or its nominee, as the Holder, by wire transfer in same-day funds.


 


Reference is hereby
made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed this 17th day of July, 2014.


 


	 	Bed Bath & Beyond Inc.,
	 	a New York corporation
	 	 	 
	 	By:	 	 
	 	Name:	Susan E. Lattmann
	 	Title:	Chief Financial Officer and Treasurer


 


[Signature Page to Global Note]


 




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TRUSTEE'S CERTIFICATE OF AUTHENTICATION:


 


This is one of the
Notes of the series designated herein referred to in the within-mentioned Indenture.


 


	 	The Bank of New York Mellon,	 
	 	as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	Authorized Signatory
	 	 
	 	Dated:  July 17, 2014


 




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This Note is one of
a duly authorized issue of securities designated as the "5.165% Senior Notes due 2044" (herein called the "Notes")
of Bed Bath & Beyond Inc., a New York Corporation, and any of its successors and assigns (the "Company"), issued
as a series of securities under an indenture dated as of July 17, 2014 (the "Base Indenture"), as supplemented by
the First Supplemental Indenture, dated as of July 17, 2014 (the "Supplemental Indenture" and together with the Base
Indenture, the "Indenture"), each between the Company and The Bank of New York Mellon (the "Trustee," which
term includes any successor Trustee under the Indenture with respect to the Notes). Reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of a duly authorized
series of securities of the Company originally limited (subject to exceptions provided in the Indenture) in aggregate principal
amount to $900,000,000; however, from time to time, without giving notice or seeking consent of the Holders of the Notes, the Company
may issue additional Notes of this series having the same ranking, interest rate and maturity and other terms as this
Note. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


If an Event of Default
with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.


 


The Notes are not subject
to any sinking fund.


 


The
Notes may be redeemed, in whole or in part, at any time at the option of the Company at a Redemption Price equal to the greater
of: (1) 100% of the principal amount of the Notes to be redeemed, or (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to
the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below) plus 30 basis points, plus accrued and unpaid interest
on the amount being redeemed to, but excluding, the Redemption Date; provided, however, that if the Company redeems the Notes on
or after the date that is six months prior to their maturity date, the Redemption Price will equal 100% of the principal amount
of the Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to, but excluding, the Redemption Date;
provided, further, that installments of interest that are due and payable on any Interest Payment Dates falling on or prior to
a Redemption Date shall be payable on such Interest Payment Dates to the Holder of the Note at the close of business on the applicable
Record Dates.


 


"Treasury Rate" means,
with respect to any Redemption Date the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on
a day count basis) of the applicable Comparable Treasury Issue, assuming a price for the applicable Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such Redemption Date.


 


"Comparable Treasury Issue"
means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated
maturity comparable to


 




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the remaining term of the Notes that would
be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of such Notes.


 


"Comparable Treasury Price"
means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company is given fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.


 


"Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the Company.


 


"Reference Treasury Dealers"
means (i) each of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, or their respective affiliates that are primary
U.S. Government securities dealers in The City of New York (a "Primary Treasury Dealer"), and their respective successors;
(ii) a Primary Treasury Dealer selected by Wells Fargo Securities, LLC and (iii) one other Primary Treasury Dealer selected by
the Company; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the
Company will substitute therefor another Primary Treasury Dealer.


 


"Reference Treasury Dealer Quotations"
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by the Reference Treasury Dealers at 3:30 p.m. New York time on the third business day preceding
such Redemption Date.


 


The
Company may redeem the Notes in increments of $1,000 so long as, in the case of any Note redeemed in part, the unredeemed
principal amount thereof is $2,000 or an integral multiple of $1,000 in excess thereof.
If the Company redeems less than all of the Notes, the Trustee will, in accordance with the procedures of the Depositary, select
the Notes to be redeemed by lot or in such other manner as it deems fair and appropriate. The Company will cause notices of redemption
to be mailed by first-class mail at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at its registered address or by delivery to DTC for posting through its Legal Notice System or a successor system thereof.



 


If this Note is to
be redeemed in part only, the notice of redemption that relates to this Note will state the portion of the principal amount thereof
to be redeemed. The Company will issue a Note in principal amount equal to the unredeemed portion of this Note in the name of the
Holder hereof upon cancellation of the original Note. Any Notes called for redemption will become due on the Redemption Date. On
or after the Redemption Date, interest will cease to accrue on the Notes or portions of them called for redemption.


  


As provided in and
subject to the provisions of the Indenture, the Holder of this Note shall not have any right to institute any action, suit or proceeding
at law or in equity for the execution of any trust under the Indenture or for the appointment of a receiver or for any other remedy
under the Indenture, in each case with respect to an Event of Default with respect to the


 




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Notes, unless such Holder previously shall
have given to the Trustee written notice of one or more of the Events of Default with respect to the Notes, and unless also the
Holders of 25% or more in principal amount of the Notes then Outstanding shall have requested the Trustee in writing to take action
in respect of the matter complained of, and unless also there shall have been offered to the Trustee security and indemnity reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after receipt of such notification, request and offer of indemnity, shall have neglected or refused to institute any such action,
suit or proceeding. Provided, however, that the foregoing shall not affect or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on this Note to the Holder at the due date herein stated,
or affect or impair the right, which is also absolute and unconditional, of the Holder to institute suit to enforce the payment
thereof.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the Holders of not less than a majority of the aggregate principal amount of the Outstanding Notes to waive, in certain
circumstances, on behalf of all Holders of the Notes, certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.


 


No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any and interest on, this Note at the times, places and rate,
and in the coin or currency, herein and in the Indenture prescribed.


 


As provided in the
Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Register
upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for the purpose in any
place where the principal of, premium, if any and interest on this Note are payable, duly endorsed by or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar duly executed by the Holder hereof
or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


This Note may be
transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such
Global Security selected or approved by the Company or to a nominee of such successor
to DTC. If at any time DTC notifies


 




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 the Company that it is unwilling or unable to continue as Depositary for the Notes or if at
any time DTC ceases to be a clearing agency registered under the Exchange Act and any other applicable statute and regulation,
if so required by applicable law or regulation, the Company shall appoint a successor Depositary with respect to the Notes. If
(a) a successor Depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, as the case may be, (b) an Event of Default has occurred and is continuing, or (c) the
Company, in its sole discretion, determines at any time that all Notes (but not less than all) of this series shall no longer
be represented by such Global Note or Notes and executes and delivers to the Trustee an Officers' Certificate stating that the
Notes shall be so exchangeable, then the Company shall execute, and the Trustee shall authenticate and deliver, definitive Notes
of like series, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of
such Note or Notes.


 


The Notes are issuable
only in registered form without coupons and may be sold in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes of this series are
exchangeable for a like aggregate principal amount of Notes of this series in authorized denominations as requested by the
Holders surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company
or Trustee may in certain circumstances require payment of a sum sufficient to cover any tax, assessment or other governmental
charge payable in connection therewith.


 


Prior to due presentment
of the Note for registration of transfer, the Company, the Trustee or any of their agents shall treat the Person in whose
name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any of their agents shall be affected by notice to the contrary.


 


The Indenture contains
provisions whereby (i) the Indenture shall cease to be of further effect with respect to the Notes (subject to the survival
of certain provisions thereof), (ii) the Company may be discharged from its obligations with respect to the Notes (subject
to certain exceptions), or (iii) the Company may be released from its obligations under specified covenants and agreements
in the Indenture, in each case if the Company satisfies certain conditions provided in the Indenture.


 


No recourse shall be
had for the payment of the principal of, premium, if any, or interest on, this Note or for any claim based hereon or otherwise
in respect hereof or of the Debt represented hereby, or upon any obligation, covenant or agreement of the Indenture, against any
incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that
the Indenture and this Note are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, because of the incurring of the Debt pursuant
to this Note or under or by reason of any of the obligations, covenants, promises or


 




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agreements contained in the Indenture or
in this Note, or to be implied herefrom, and that all liability, if any, of that character against every such incorporator, stockholder,
officer and director is, by the acceptance of this Note and as a condition of, and as part of the consideration for, the execution
of the Indenture and the issue of this Note expressly waived and released.


 


THE INDENTURE AND THE
NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE.


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon.


 


All terms used in this
Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 




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ASSIGNMENT FORM

FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY

SELLS, ASSIGNS AND TRANSFERS TO


 


PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE


 





 



 


 






  


(Please Print or Typewrite Name and Address


including Zip Code of Assignee)


 


the within Note of                                         
 and                                   
       hereby does irrevocably constitute and appoint


 





 



 


Attorney to transfer said Note
on the books of the within-named Company with full power of substitution in the premises.


 





	Dated:	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 







NOTICE: The
signature to this assignment must correspond with the name as it appears on the first page of the within Note in every particular,
without alteration or enlargement or any change whatever.


 




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