SPLIT-DOLLAR COLLATERAL ASSIGNMENT

Owner: Steven Silverstein shall refer to the Employee, Third Party, or Trust, and his/her/its successors and assigns;

Assignee: Linens ’n Things, Inc. shall refer to Employer, and its successors and assigns;

Insurer: Nationwide Life and Annuity Company;

Policy No.: NO56205610;

Insured: Steven Silverstein;

Split Agreement: Dollar shall refer to the Agreement entered into between the Owner and the Assignee dated 12/01/2001, which is the subject of this Collateral Assignment.

In consideration of the Split-Dollar Agreement (the “Agreement”) entered into between the above named Assignee and Owner, Assignee and Owner agree as follows:

a) The above numbered Policy is assigned by Owner to Assignee as collateral security of Owner’s liability to Assignee as defined in the Agreement (the “Assignee’s Interest”), subject to all terms and conditions of the Policy and to all superior liens, if any, which the Insurer may have against the Policy.

b) The rights of the Owner and Assignee are specified in the Agreement. This Collateral Assignment is intended to provide direction to the Insurer as to the required signatures when either or both parties exercise certain policy rights.

In accordance with the Split Dollar Agreement, the parties agree to the following limitations of the ability to exercise the rights provided under the Policy:

Death Benefits

The Assignee shall have the right to receive from the Policy Proceeds, an amount equal to the Assignee’s Interest in the Policy, as defined and modified in the Split Dollar Agreement. The Owner shall have the right to receive the balance, if any, of the Policy Proceeds, but in no event, less than twenty-five thousand dollars ($ 25,000). Each Party shall have the right to designate and change the beneficiary or beneficiaries to receive its portion of the Policy Proceeds payable in accordance with the Split Dollar Agreement.

Cash Values

1. Investment Choices: Prior to a Change in Control as defined in the Split Dollar Agreement, the Assignee shall have the right to exercise any investment choices permitted by the Policy with respect to the cash value of the Policy, and Owner shall agree to waive this right in accordance with the established procedures of the Insurer. After a Change in Control, the Owner shall have the right to exercise any investment choices permitted by the Policy with respect to the cash value of the Policy, and Assignee shall agree to waive this right in accordance with the established procedures of the Insurer. The Insurer may rely on the statement of the Assignee as to whether a Change of Control has occurred. As part of the assignment of this right, Owner waives the right to receive any and all materials ordinarily supplied by the Insurer, and instead directs the Insurer to provide such material directly to the Employer for the duration of this Assignment. Such material shall include, but not be limited to premium notices and billings, confirmation notices, reallocation forms, notices or confirmations, monthly earnings histories, etc

2. Policy Loans and Partial Withdrawals: Neither party shall have the right to request and receive a loan secured by Policy Cash Values without the express, written consent of the other party. Neither party shall have the right to receive a distribution from the cash value of the Policy (in the form of a Cash Withdrawal, Partial Surrender or otherwise) prior to the termination of service by the Insured with the Assignee without the express, written consent of the other party. After the termination of service of the Insured with the Assignee, the Owner shall have the right to receive, or have distributed on the behalf of the Owner, distributions from the Policy Cash Values, but only at the time and in the amount set forth in the Split Dollar Agreement. Insurer may rely on the Assignee’s representation as to the amount so set forth in the Split Dollar Agreement and the manner in which the distribution is to be accomplished.

3.  Termination of the Split Dollar Agreement: In the event of the termination of the Split Dollar Agreement in accordance with the provisions thereof, the Assignee shall have the right to receive an amount equal to its Interest in the Policy payable from the cash values of the Policy. Pursuant to the Split Dollar Agreement, the Owner may exercise the right to satisfy the Assignee’s Interest in the Policy by direct payment to the Assignee.

Miscellaneous Rights

1. Any other rights not provided for in this Collateral Assignment, including the right to surrender the Policy or exercise any non-forfeiture options under the Policy, shall require the written consent of both Owner and Assignee unless otherwise provided.

2. Insurer may rely on the Assignee’s representation as to the amount of the Assignee’s Interest in the Policy in accordance with the Split Dollar Agreement

3. Insurer may act on any request to exercise any right based on the required signatures as set forth in this Collateral Assignment, and Insurer has no duty to investigate the reason for any such exercise. Upon payment of any amounts from the Policy based on this request, during Insured’s lifetime or at death, Insurer shall be fully discharged and released as to its actions.

4. Owner represents that there are no other collateral assignments of the Policy and no proceedings in bankruptcy are pending.

5. This Split-Dollar Collateral Assignment shall be binding upon the parties and their successors, assigns, devisees, personal representatives and other legal representatives.

6. Insurer will not be liable for any action it takes before this Split-Dollar Collateral Assignment is received and acknowledged at the Insurer’s Home Office.

7. In the event of any conflict between the terms specifying the required signatures in this Split-Dollar Collateral Assignment and the signatures required in the Agreement, the terms of this Split-Dollar Collateral Assignment shall prevail as to signatures.

The Owner hereby assigns, transfers, and sets over the Policy to the Assignee, as collateral, to secure the rights of the Assignee as set out in this Collateral Assignment, and for no other purpose. The Policy shall remain subject to this assignment notwithstanding any assignment, transfer or conveyance of the Policy or any interest therein by the Owner. Nothing in this assignment shall change the rights and obligations of the Owner and the Company as set out herein, or in the Split Dollar Agreement as described in the preamble language of this Assignment.

Agreed to this 1st day of December, 2001.

If signing for an entity, the undersigned represents that she/he has authority to bind the entity.

Steven Silverstein
OWNER (Print Name)


By:  STEVEN SILVERSTEIN
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SIGNATURE OF OWNER

6 Brighton Rd., Clifton, NJ 07015
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ADDRESS Linens ’n Things, Inc.
ASSIGNEE (Print name of entity or individual)


By: BRIAN SILVA
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SIGNATURE OF ASSIGNEE
(and if an entity print title of authorized signor)
Sr. V.P. Human Resources

6 Brighton Rd. Clifton, NJ 07015
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ADDRESS

Filed at the Home Office of the Insurer this ______ day of _______, 20___. Aon Consulting assumes no responsibility for the validity of the contents of this document.

By:
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Authorized Officer