Explanatory Note

The following materials were sent to employees of Linens ’n Things, Inc.

TO:               All LNT Associates                                      November 8, 2005

FROM:         Norman Axelrod, Chief Executive Office and Chairman of the Board

RE:                Announcement of Agreement to Sell Linens ‘n Things

Today the company announced its intention to become a privately held company by selling its common stock to Apollo Management, L.P.  This announcement follows a long and thorough process, which we started earlier this year. During this period, we examined many different possibilities for the future of our company before it was decided that the best direction for our business and shareholders was to enter into this transaction in order to maximize shareholder value while at the same time positioning us for future success By entering into this agreement I believe we’ve set the stage to successfully grow the business while at the same time improving future opportunities for our associates.  This memo will address some of the more important questions you may have for the immediate future.

Apollo Management, L.P. was founded in 1990 to manage investment capital on behalf of institutional investors with a focus on investing equity capital for majority stakes in leading businesses in their respective industries. Since that time, Apollo and its affiliates have managed approximately $12 billion in assets. Currently, Apollo is investing its fifth corporate fund with capital commitments of $3.8 billion, and it recently completed raising its sixth corporate fund with over $10 billion of capital commitments.  In the past, Apollo has made significant investments in retail-oriented businesses such as General Nutrition Centers, Inc., Rent-A-Center, Inc., AMC Entertainment Inc., Ralphs Grocery Company, Dominick’s Supermarkets and Zale Corporation, among others.

Apollo is seen as a strong partner in this transaction for several reasons. First and foremost, Apollo believes in our company, its concept and the opportunity for future growth. That belief in our company is most visible through their willingness to finance almost half of the purchase price with their own equity capital. Their experience of successful investing in other retail companies also positions them to make a positive impact on our business.

We expect that the sale of the company will be completed in late first or early second quarter of 2006.  During the next six months or so you will see little, if any, change in your day-to-day routine and responsibilities. Virtually all current compensation plans will remain intact, as will all our benefit plans. During this period, we expect to continue our store opening plans and there will be no layoffs or store closings related to this transaction. We will be filing with the Securities and Exchange Commission and mailing to shareholders a proxy statement, which will explain this acquisition in greater detail. I encourage you to read this proxy statement when it becomes available.

I expect that I have not addressed each of your questions or concerns through this letter. Rather, I hope I have set the stage for what will be an on-going effort to keep each of our associates updated as to what changes may be occurring in our company as a result of this transaction. To helped keep you informed as we move forward, we’ll continue to use the Store Wide Web, Showtime’s, corporate memos, and in the Home Office the newly-launched HORN (Home Office Resource Network). In addition, I’ve attached a “question and answer” document, which will hopefully answer some of your more immediate questions.