SECOND AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING AND JOINTSTIPULATION OF SETTLEMENT AND RELEASE

This Stipulation of Settlement and Release ("Stipulation of Settlement") is made and enteredinto by and between Plaintiff Deborah Mills ("Mills"), individually and on behalf of all otherssimilarly situated, and Defendant Bed Bath & Beyond Inc. ("BBB"), and their respective counsel ofrecord, subject to the terms and conditions hereof and the Court's approval.

A. Definitions

1. "BBB" is defined as and includes Bed Bath & Beyond and each of its subsidiaries,affiliates, parents, and divisions and is also referred to herein as "Defendant."

2. "Class Counsel" is Allen Graves.

3. The "Mills Complaint" or "Mills Lawsuit" means the case entitled "Mills v. Bed Bath &Beyond, Inc." Los Angeles Superior Court Case No.: BC316825 and any subsequent pleadings andamendments thereto and is also referred to herein as "the Action."

4. The "Covered Time Frame" is the period beginning June 9, 2000 through April 20,2009.

5. The "Covered Positions" are all nonexempt positions (i.e. positions eligible to receiveovertime pay) at any BBB location in California.

6. The "Settlement Class" means all individuals who were employed in a Covered Positionduring the covered timeframe. The individual members of the Settlement Class are referred to hereinindividually as a "Settlement Class Member" or collectively as "Settlement Class Members."Excluded from the Settlement Class are any individuals who (1) were employed in a Covered Positionduring the covered timeframe, and (2) at any time prior to the date the Court enters an order granting ordenying final approval of this Stipulation of Settlement, has filed a claim before any administrative orlegal tribunal of competent jurisdiction, and which falls within the scope of the release set forth belowin Paragraphs 16 through 18, inclusive. This exclusion applies to any such individuals in theirindividual capacity, and not to the members of any uncertified class that such individuals seek torepresent.

7. Mills, the Settlement Class and BBB are collectively referred to herein as "the Parties."

B. General

8. Mills filed the Action in Los Angeles Superior Court on June 9, 2004. The MillsComplaint seeks to certify a class of all current and former non-union hourly employees employed byBBB in California commencing on June 9, 2000. The Mills Complaint alleges that such employeeswere denied meal and rest periods in violation of California law, and asserts claims for unpaid wages,statutory penalties (including waiting time penalties, as appropriate), disgorgement of illicit profits,restitution, interest, attorneys' fees, and costs. On April 29, 2005, Mills sent notice of alleged LaborCode violations to the California Labor and Workforce Development Agency ("LWDA") as requiredby Labor Code §2699.3(1). LWDA timely notified Mills that it did not intend to investigate thealleged violations.

9. BBB denies any liability or wrongdoing of any kind associated with the claims allegedin the Action. BBB contends, among other things, that it has complied at all times with the CaliforniaLabor Code, the Industrial Welfare Commission Wage Orders, and the California Business andProfessions Code. Moreover, BBB contends, specifically, that it provides its non-exempt employeeswith requisite meal and rest periods as required by law. See Labor Code § 512.

10. Mills contends that the Action is meritorious and that class certification is appropriate.

11. Class Counsel has conducted a thorough investigation into the facts of the Actionincluding extensive formal and informal discovery, motions to compel, and voluntary exchanges ofinformation between the parties. Class Counsel's investigation has included interviewing SettlementClass Members, reviewing and analyzing computer time records for every Class Member, reviewingpayroll records for every Class Member and reviewing more than 50,000 paper time records. ClassCounsel is knowledgeable about and has done extensive research with respect to the applicable lawand potential defenses to the claims of the Settlement Class. Class Counsel has diligently pursued aninvestigation of the Settlement Class Members' claims against BBB. Based on the forgoing data andon his own independent investigation and evaluation, Class Counsel is of the opinion that thesettlement with BBB for the consideration and on the terms set forth in this Stipulation of Settlement isfair, reasonable, and adequate and is in the best interest of the Settlement Class Members in light of allknown facts and circumstances, including the risk of significant delay and uncertainty associated withlitigation, the risk of BBB becoming insolvent while litigation is pending, various defenses asserted byBBB, and numerous potential appellate issues. Although they deny any liability, BBB and its counselhave agreed to settle the claims on the terms set forth herein.

12. For settlement purposes only, BBB will stipulate that the Settlement Class describedherein should be certified. The Parties agree that certification for settlement purposes under the morelenient standard courts have applied to settlements (e.g. manageability is not an issue) is in no way anadmission that class certification is proper under the more stringent standard applied for litigationpurposes and that evidence of this limited stipulation for settlement purposes only will not be deemedadmissible in this or any other proceeding.

13. This Agreement is contingent upon the approval and certification by the Court of theClass as a non-mandatory (i.e. "opt-out") class for settlement purposes only. If this Settlement is notapproved, the fact that the Parties were willing to stipulate to class certification for the purposes of thisAgreement shall have no bearing on, nor be admissible in connection with, the issue of whether anyclass should be certified in a non-settlement context and this Agreement shall be deemed null and void,shall be of no force or effect whatsoever, and shall not be referred to or used for any purposewhatsoever.

C. Terms of Settlement

14. The terms of the Settlement are as follows:

(a) Total Settlement Amount: The Parties agree to settle the Action for a TotalSettlement Amount of Four Million Six Hundred Thousand Dollars ($4,600,000.00). Up to eighthundred thousand dollars ($800,000.00) may revert to Defendant as described below. The TotalSettlement Amount shall be the maximum amount that Defendant shall pay and in no event shallDefendant pay less than three million, eight hundred thousand dollars ($3,800,000.00). The TotalSettlement Amount shall be deemed settlement for: (1) all wages, penalties, interest, and/or otheramounts to be paid to Settlement Class Members; (2) the payment to the Labor and Workforce

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Development Agency ("LWDA") pursuant to the Private Attorneys' General Act ("PAG Act"); (3)attorneys' fees and costs of Class Counsel; (4) the service payments to the Class Representative, if any,approved by the Court; and (6) all costs of administration, including, without limitation, settlementadministration fees. The employee's share of payroll taxes shall be paid from the Total SettlementAmount. BBB shall separately pay the employer's share of payroll taxes due on payments describedherein and such payments shall be in addition to the Total Settlement Amount.

(b) Reversion to Defendant: Each Class Member shall be required to timelysubmit a valid Claim Form in order to receive settlement funds. If less than all of the Class Memberssubmit a valid and timely Claim Form, Defendant shall be entitled to a reversion from the TotalSettlement Amount. The amount of the reversion shall be lesser of: eight hundred thousand dollars($800,000.00) or the total amount that would have been paid to Class Members who did not submit avalid and timely Claim Form (calculated as if every Class Member had submitted a valid and timelyClaim Form).

By way of example only, assuming (i) total weeks in class are 1,000,000 weeks or 500,000 payperiods; (ii) the Total Settlement Amount less attorney fees, attorney costs, administrative costs,LWDA PAG Act payments and class representative service payments is $3,400,000; and (iii) fullparticipation by all Class Members, the value per pay period would be $6.80 ($3,400,000/500,000).The reversion would then be calculated as follows: If non-participating pay periods equal 350,000(70% of pay periods), then the amount attributable to those pay periods is $2,380,000 (350,000 x$6.80). Since $800,000 is less than $2,380,000, then the reversion is equal to $800,000. If non-participating pay periods equal 100,000 (20% of pay periods), then the amount attributable to thosepay periods is $680,000 (100,000 x $6.80) Since $680,000 is less than $800,000, then the reversion isequal to $680,000.

(c) Net Distribution Amount: The "Net Distribution Amount" is defined as theTotal Settlement Amount less the payment to the LWDA, attorney fees as awarded by the Court,documented litigation costs and expenses incurred or advanced by Class Counsel as awarded by theCourt, the service payments to the Class Representative as awarded by the Court, any reversion toDefendant as described in Paragraph 14(b) herein, and the costs of administering the settlement.

(d) Calculation of the Individual Settlement Amounts: "Individual SettlementAmount" means the portion of the Net Distribution Amount distributable to each Settlement ClassMember who submits a timely and valid claim for payment. Each Settlement Class Member'sIndividual Settlement Amount will be based on the number of pay periods that the Settlement ClassMember worked in a Covered Position during the Covered Timeframe as follows: Each SettlementClass Member who submits a timely and valid claim for payment shall receive one Credit for payperiod or major fraction of a pay period that he or she worked in a Covered Position during theCovered Timeframe. The value of a Credit shall be determined by dividing the Net DistributionAmount by the total number of Credits awarded. Each Settlement Class Member shall receive a grosspayment equal to his or her Credits multiplied by the value of a Credit.

(e) Allocation of Individual Settlement Amounts: Forty percent (40%) of eachSettlement Class Member's Individual Settlement Amount will be treated as back wages and subject tonormal tax withholding and shall be reported to the taxing authorities on an IRS Form W-2. SixtyPercent (60%) of each Settlement Class Member's Individual Settlement Amount will be treated asprejudgment interest and penalties on which there will be no tax withholding and for which an IRS

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Form 1099 (marked "Other Income") shall be issued if the payment is above the minimum thresholdrequired for the issuance of a Form 1099. The Individual Settlement Amounts and/or the ClassRepresentative's service payments, if any, will not count or be counted for determination of eligibilityfor, or calculation of, any employee benefits (e.g., vacations, holiday pay, retirement plans, non-qualified deferred compensation plans, etc.), or otherwise modify any eligibility criteria under anyemployee pension benefit plan or employee welfare plan sponsored by BBB, unless otherwise requiredby law.

(f) LWDA PAG Act Payment: The Parties agree that $80,000 of the TotalSettlement Amount shall be allocated as settlement of Mills' claims under the California PAG Act.Seventy-five percent (75%) of that total or, $60,000, shall be paid to the LWDA pursuant to theprovisions of the PAG Act. The remaining twenty-five percent (25%), or $20,000, shall be distributedto Settlement Class Members who submit a valid and timely claim as part of the Net DistributionAmount.

(g) Service Payment to Mills as Class Representative: The amount, if any,awarded to the Class Representative as a service payment will be set by the Court. BBB agrees that itwill not oppose Plaintiffs request for a service payment up to $20,000. This amount will come fromthe Total Settlement Amount. The service payment will be in addition to the Individual SettlementAmounts.

(h) Attorney Fees to Class Counsel: BBB agrees not to oppose an award to fees toClass Counsel of up to 25% of the Total Settlement Amount. Said fees shall be in addition to paymentof all costs incurred by Class Counsel in connection with this matter.

15. Plaintiff believes that the settlement is fair and reasonable and will so represent to theCourt. Although they deny any liability, BBB and its counsel have agreed to settle the claims on theterms set forth herein.

D. Release by the Class

16. The scope of the release in this case will be the same as the allegations in the MillsComplaint. Upon the final approval of the Settlement by the Court, and except as to such rights orclaims as may be created by this Stipulation of Settlement, each member of the Settlement Class (otherthan opt-outs), regardless of whether he or she has timely submitted a Claim Form, will fully releaseand discharge BBB, including its former and present parent companies, subsidiaries, divisions,concepts, related or affiliated companies, shareholders, officers, directors, employees, partners, agents,representatives, attorneys, insurers, successors and assigns, and any individual or entity that could bejointly liable with any of the foregoing ("Released Parties") from the claims at issue in the MillsLawsuit. The release will apply to the Covered Time Frame. With regard to claims that an employeeworked without compensation ("off the clock claims"), this release will cover claims that an employeeworked while clocked out for a meal break. The release will not cover claims that an employeeworked off the clock for any other reason. For example, and without limitation, the release will notcover claims that an employee worked off the clock before the start of his or her scheduled shift orafter the end of his or her scheduled shift.

17. The release will cover all remedies that could be claimed for the causes of actiondescribed in the Mills Lawsuit including but not limited to, statutory, constitutional, contractual andcommon law claims for wages, damages, unpaid costs, penalties, liquidated damages, punitivedamages, interest, attorneys' fees, litigation costs, restitution, and equitable relief. The release will

cover all statutory violations that could be claimed for the causes of action described in the MillsLawsuit including but not limited to, the federal Fair Labor Standards Act, the California Labor CodeSections 96 through 98.2 et seq., the California Payment of Wages Law, and in particular, CaliforniaLabor Code §§200 et seq., including California Labor Code §§200 through 243, and §§203 and 218and 218.5 in particular, California Labor Code §§300 et seq.; California Labor Code §§400 et seq.;California Working Hours Law, California Labor Code §§500 et seq., California Labor Code §1194;the California Unfair Competition Act, and in particular, California Business & Professions Code§ § 17200 et seq.; the PAG Act, codified at California Labor Code § §2698 through 2699; CaliforniaCode of Civil Procedure §1021.5; and any other provision of the California Labor Code or anyapplicable California Industrial Welfare Commission Wage Orders, in all of their iterations. Nothingin this paragraph is intended to extend the scope of the release applicable to the ClassMembers as described in paragraph 16 or apply the release to any claim not asserted inthe Mills Lawsuit.

18. The release of claims provided by this Stipulation of Settlement includes claims that aredescribed in the Mills Lawsuit but that a Settlement Class Member does not know or suspect to exist inhis or her favor against the Released Parties as of the date of the final approval of this settlement by theCourt. Each Settlement Class Member, including the Class Representative, waives all rights andbenefits afforded by Section 1542 of the California Civil Code as to unknown claims and does sounderstanding the significance of that waiver. Section 1542 provides:

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his or her favor at the time ofexecuting the release, which if known by him or her must havematerially affected his or her settlement with the debtor.

Nothing in this paragraph is intended to extend the scope of the release applicable to the ClassMembers.

19. Other than the need to file a Claim Form and the requirement that objectors makethemselves available, the Release of Claims shall be the sole requirement that the Settlement places onSettlement Class Members other than the Class Representative. Excepting the foregoing, thesettlement shall not impose any affirmative duties or obligations on the Settlement Class Members.

E. Notice and Claim Process

20. Subject to Court approval, the Parties have agreed to the appointment of Rosenthal &Company as the settlement administrator ("Settlement Administrator"). The duties of the SettlementAdministrator will include compiling the class list from information provided by the parties, handlingall mailings to the Settlement Class, tracing undeliverable mailings, recording and tracking responsesto the mailing to the Settlement Class (including recording the identity of any Class Members whosubmit Claim Forms or request exclusion), responding to inquiries made by the Settlement Class,calculating Individual Settlement Amounts, issuance of and mailing out of Individual SettlementAmounts, reporting payment of the Individual Settlement Amounts to all required taxing and otherauthorities, taking appropriate withholding from the Individual Settlement Amounts, and paying allemployer payroll taxes and other required payments withheld, and other related tasks as mutuallyagreed to by the Parties. It is also understood that the Settlement Administrator will establish aQualified Settlement Fund ("QSF") pursuant to Section 468B(g) of the Internal Revenue Code, andregulations promulgated thereunder for the purpose of administering this Settlement. All of the costs,

fees, expenses, and liabilities incurred by the Settlement Administrator in performing these functionsshall be paid out of the Total Settlement Amount.

21. No later than May 20, 2009, BBB shall provide the Settlement Administrator withinformation regarding all Settlement Class Members, including their last known address, telephonenumber (if available), Social Security Number, dates of employment and total pay periods worked in aCovered Position(s) during the Covered Time Frame. Class Counsel may provide the SettlementAdministrator with any information that may assist the Settlement Administrator in obtaining currentcontact information for any employee. Either party may review any information provided to theSettlement Administrator except that wage and Social Security information will be kept completelyconfidential and will not be released or used for any purpose other than identifying Settlement ClassMembers and researching current contact information.

22. The Settlement Administrator shall mail a Notice of Pendency of Class Action,Proposed Settlement and Hearing Date for Court Approval ("Notice") in the form attached hereto asExhibit 1, and as approved by the Court, no later than June 19, 2009. The Notice will include anexplanation of the Settlement Class Member's right to be excluded from the Settlement Class bysubmitting a written request for exclusion. Attached to the Notice will be a Claim Form and Release("Claim Form"), in the form attached hereto as Exhibit 2.

23. The Settlement Administrator will take reasonable steps to ensure that the Notice andClaim Form are sent to all Settlement Class Members. Prior to mailing, the Settlement Administratorshall search a National Change of Address Database to confirm the current address for each ClassMember. If any envelopes are returned, the Settlement Administrator may use appropriate methodsincluding but not limited to skip-trace and telephone follow-up to obtain the current addresses of theSettlement Class Members. The Settlement Administrator will re-mail all notices that were returnedby the postal service, and for which additional addresses are known or obtainable, within five (5) days.Nothing in this Stipulation of Settlement shall limit the ability of Class Counsel or ClassRepresentative to provide greater notice to class members than contemplated by the notice provisionsof this Stipulation of Settlement.

24. In addition to mailing the notices, the Settlement Administrator shall maintain a toll-free telephone line and website that Settlement Class Members can use to contact the SettlementAdministrator if they have questions. The form of the website shall be subject to the approval of bothparties.

25. Each Claim Form will show the number of pay periods the Settlement Class Memberworked in a Covered Position(s). If a Settlement Class Member disputes the number of pay periodslisted on his or her Claim Form, the Settlement Class Member may provide written documentation tothe Settlement Administrator establishing the pay periods that the Settlement Class Member contendsthat he or she worked in a Covered Position(s) during the Covered Time Frame. When a ClassMember disputes the number of pay periods listed on his or her Claim Form the matter will be decidedby the Settlement Administrator whose decision will be final as to the pay periods worked. If a ClassMember fails to provide written documentation that differs from the written documentation providedby BBB, the Settlement Administrator shall deny the Class Member's challenge.

26. Each Settlement Class Member will have forty-five (45) calendar days from the date theClaims Forms were mailed to submit the completed Claim Form or request exclusion by U.S. firstclass mail to the Settlement Administrator. A Settlement Class Member who submits a valid andtimely Claim Form is referred to as a "Claimant." Twenty-one (21) days after the initial mailing of the

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Notice and Claim Form, the Settlement Administrator will mail to each Class Member who has notresponded with the return of a Claim Form or a request for exclusion, a postcard to remind each suchClass Member to submit a Claim Form before the deadline in the for attached hereto as Exhibit 3.

27. Any Settlement Class Member who objects to this Settlement shall file his or herobjection within thirty (30) calendar days from the date the Claims Forms were mailed, and must makehimself or herself available upon reasonable notice for a deposition taken by the proponents of theSettlement and/or respond to written discovery, if any proponent of the Settlement chooses to take suchdeposition or propound written discovery.

28. A Claim Form or request for exclusion must be signed and dated to be valid. If a ClassMember submits both a Claim Form and a request for exclusion, the Claim Form shall control and therequest for exclusion shall have no effect.

29. If a Claim Form or request for exclusion is returned by a Claimant but has not beensigned or is otherwise materially deficient, the Settlement Administrator will send a deficiency noticeto the Settlement Class Member within seven (7) days of the date the Settlement Administratorbecomes aware of such deficiency. Any deficient Claim Form that was originally submitted on orbefore the deadline to submit a claim shall be accepted and paid if the deficiency is cured within seven(7) days prior to the date of the Final Approval Hearing. Any request for exclusion that was originallysubmitted on or before the deadline to submit a request for exclusion shall be effective if the deficiencyis cured within seven (7) days prior to the date of the Final Approval Hearing.

30. Within fifty (50) days after mailing notice, the Settlement Administrator shall informthe parties of the percentage of Class Members who have opted out of the settlement. In the event thatmore than 10% of the Class Members opt out of the settlement, Defendant may cancel the settlement.To cancel this settlement Defendant must give notice to Class Counsel and the Court within seven (7)days after the Settlement Administrator informs the parties that the opt out rate exceeds 10%.

31. At least ten (10) court days prior to the deadline for the Motion for Final Approval theSettlement Administrator shall provide counsel for the Parties a declaration of due diligence and proofof mailing with regard to the mailing of the Notice.

F. Communication from Defendant to Current Employee Class Members

32. BBB may, at its own expense, mail or otherwise deliver the letter attached hereto asExhibit 4 to Class Members, in addition to all notice and mailings set forth herein. Defendant's lettermay be sent only to Class Members who are employees of BBB at the time the letter is sent and mayonly be sent four (4) business days after each class member has been sent the Notice. In the event thata Class Member makes inquiry of BBB concerning the notice, a copy of the letter may be provided tothat class member prior the expiration of this period.

G. Payment of Settlement Funds

33. Within ten (10) days after the Court grants Final Approval, BBB will deliver to theSettlement Administrator the Total Settlement Amount less any reversion to which Defendant isentitled.

34. If no objection to the settlement is pending at the time of the Final Approval Hearing,the Settlement Administrator shall disburse payments according to the following schedule: No later

than three (3) calendar days after receiving payment, the Settlement Administrator shall transfer toClass Counsel by wire transfer the attorney fees and attorney costs awarded by the Court. No laterthan five (5) calendar days after receiving payment the Settlement Administrator shall send to ClassCounsel via overnight mail a check made payable to Deborah Mills in the amount of the ServicePayment ordered by the Court. No later than thirty-five (35) calendar days after receipt of the fundsfrom BBB, the Settlement Administrator will mail the payments to the Claimants and the LWDA, andwill pay the settlement administration fees and costs.

35. If an objection is pending at the time of the Final Approval Hearing, the SettlementAdministrator shall hold the Net Settlement Amount in escrow until the deadline for appeal from thejudgment granting Final Approval to the settlement has passed. If there is an appeal of the ordergranting final approval, the Settlement Administrator shall hold the Net Settlement Amount in escrowuntil the appeal has been resolved and the deadline for further appeal has expired. The Settlement shalldisburse all undistributed funds within fifteen (15) days after the escrow period ends.

36. If a settlement check is returned by the postal service, the Settlement Administrator mayuse appropriate methods including but not limited to skip-trace and telephone follow-up to obtain thecurrent address of the Settlement Class Members. The Settlement Administrator will re-mail allchecks that were returned by the postal service within five (5) days.

37. Settlement checks that are returned a second time and settlement checks not cashedwithin 180 days of issuance will not be re-issued. If a Settlement Class Member does not cash ordeposit his or her check within 180 days from the date of issuance, or if a settlement check is returnedfor a second time, the Settlement Administrator shall cause that Settlement Class Member's paymentto be donated to a charitable organization selected jointly by the parties. In such event, the ClassMember waives irrevocably any right in, or claim to, a share of the Net Distribution Amount, but thisStipulation of Settlement nevertheless will be binding upon them.

H. Duties of the Parties Prior to Preliminary Approval

38. Promptly after execution of this Stipulation of Settlement, the Parties shall jointly movethe Court for Preliminary Approval of this settlement and entry of an order accomplishing thefollowing:

(a) scheduling a fairness hearing on the question of whether the proposedSettlement should be finally approved as fair, reasonable and adequate as to theSettlement Class Members;

(b) approving as to form and content the proposed Notice;

(c) approving as to form and content the proposed Claim Form;

(d) directing the mailing of the Notice and Claim Form by first class mail to theSettlement Class Members;

(e) preliminarily approving this settlement;

(f) preliminarily certifying the class for purposes of settlement; and

(g) preliminarily approving the PAG Act payment to the LWDA.

39. Class Counsel shall be responsible for drafting and filing the Motion for PreliminaryApproval. The Parties shall submit this Stipulation of Settlement in Support of the Motion forPreliminary Approval of the settlement. BBB shall submit a declaration to the effect that there are nocases pending in other jurisdiction in which similar class claims are asserted.

I. Duties of the Parties Prior to Final Approval

40. In connection with the hearing on final approval of the settlement provided for in thisStipulation of Settlement, Mills will submit a proposed final order approving the Settlement, adjudgingthe terms thereof to be fair, reasonable and adequate, and directing consummation of its terms andprovisions. Class Counsel shall be responsible for drafting and filing the Motion for Final Approval.

41. The Parties each expressly waive any right to appeal they may have in connection withany ruling of the Court in connection with the Action and this Settlement; provided however, thatClass Counsel shall have the right to appeal the award of attorney fees and costs and the foregoingwaiver shall not apply to any ruling the Parties jointly agree should be appealed.

42. Upon a showing that BBB has made all payments required by this Stipulation ofSettlement, the parties will jointly move for an order dismissing the Action on the merits and withprejudice, and permanently barring all Settlement Class Members from prosecuting any ReleasedClaims against any of the Released Parties.

J. Parties' Authority

43. The signatories hereto represent that they are fully authorized to enter into thisStipulation of Settlement and bind the Parties hereto to the terms and conditions hereof.

K. Mutual Full Cooperation

44. The Parties agree to fully cooperate with each other to accomplish the terms of thisStipulation of Settlement, including but not limited to, execution of such documents and to take suchother action as may reasonably be necessary to implement the terms of this Stipulation of Settlement.The Parties to this Stipulation of Settlement shall use their best efforts, including all effortscontemplated by this Stipulation of Settlement and any other efforts that may become necessary byorder of the Court, or otherwise, to effectuate this Stipulation of Settlement and the terms set forthherein. As soon as practicable after execution of this Stipulation of Settlement, Class Counsel shall,with the assistance and cooperation of BBB and their counsel, take all necessary steps to secure theCourt's preliminary and final approval of the settlement.

L. No Prior Assignments

45. The Parties hereto represent, covenant, and warrant that they have not directly orindirectly, assigned, transferred, encumbered, or purported to assign, transfer, or encumber to anyperson or entity any portion of any liability, claim, demand, action, cause of action or rights releasedand discharged by this Stipulation of Settlement.

M. No Admission

46. Nothing contained herein, nor the consummation of this Stipulation of Settlement, is tobe construed or deemed an admission of liability, culpability, negligence, or wrongdoing on the part ofBBB, or any of the other Released Parties. Each of the Parties hereto has entered into this Stipulation

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of Settlement with the intention of avoiding further disputes and litigation with the attendantinconvenience and expenses. This Stipulation of Settlement is a settlement document and shall,pursuant to California Evidence Code § 1152, be inadmissible in evidence in any proceeding, except anaction or proceeding to approve the settlement, and/or interpret or enforce this Stipulation ofSettlement. The stipulation for class certification as part of this Stipulation of Settlement is forsettlement purposes only and if, for any reason the Settlement is not approved, the stipulation will beof no force or effect.

N. Press Inquiries

47. Mills, Class Counsel, BBB and its counsel agree that they will not issue or cause to beissued any press release or initiate any press communication, via any medium, regarding this classaction, the claims asserted therein, the settlement of the class action and/or this Stipulation forSettlement, or the amount of money paid to resolve this class action. In the event of press inquiresprior to the date of final approval, Mills, BBB, BBB's counsel and Class Counsel will state only thatthe matter has been settled, that the settlement documents are on file with the Court, and provide thecase number. Nothing in this paragraph shall limit the ability of Class Counsel to communicate withClass Members through any medium including through the maintenance of web pages for the benefitof Class Members.

0. Confidential Information

48. Class Counsel acknowledges that prior to filing the complaint and during the course ofsettlement negotiations, he has received, and will continue to receive, confidential informationregarding BBB and its personnel, including, but not limited to, personnel data, programs, policies,procedures, computerized data, and other information. Class Counsel agrees that, within thirty (30)days after 1) all payment checks to class members have been cashed or voided and donated to charity,2) the Court has completed all final accounting or other hearings in this matter, and 3) the matter hasbeen fully and finally dismissed, he shall return the originals and any and all copies of any writtendocuments and data provided to him by BBB in the course of discovery or mediation, except as may benecessary to be retained in order to discharge Class Counsel's ethical obligations, and agree furtherthat such retained documents and data shall not be circulated or distributed to any third person for anypurpose without prior written notice to, and authorization of, BBB.

P. Enforcement Action

49. Except as otherwise provided in this Stipulation of Settlement, in the event that one ormore of the Parties to this Stipulation of Settlement institutes any legal action or other proceedingagainst any other Party or Parties to enforce the provisions of this Stipulation of Settlement or todeclare rights and/or obligations under this Stipulation of Settlement, the successful Party or Partiesshall be entitled to recover from the unsuccessful Party or Parties reasonable attorneys' fees and costs,including expert witness fees, incurred in connection with any enforcement Action.

Q. Notices

50. Unless otherwise specifically provided herein, all notices, demands or othercommunications given hereunder shall be in writing and shall be deemed to have been duly given as ofthe third business day after mailing by United States registered or certified mail, return receiptrequested, addressed:

To the Settlement Class:Allen Graves, Esq.Graves & Associates790 E. Colorado Boulevard, 9th FloorPasadena, CA 91101

To BBB:Steven Katz, Esq.Reed Smith, LLP355 South Grand Ave.Los Angeles, CA 90071

R. Construction

51. The Parties hereto agree that the terms and conditions of this Stipulation of Settlementare the result of lengthy, intensive, arms' length negotiations between the Parties and that thisStipulation of Settlement shall not be construed in favor of or against any Party by reason of the extentto which any Party or his or its counsel participated in the drafting of this Stipulation of Settlement.

S. Captions and Interpretations

52. Paragraph titles or captions contained herein are inserted as a matter of convenience andfor reference, and in no way define, limit, extend, or describe the scope of this Stipulation ofSettlement or any provision hereof. Each term of this Stipulation of Settlement is contractual and notmerely a recital.

T. Modification

53. This Stipulation of Settlement, the Memorandum of Understanding and the Amendmentto the memorandum of Understanding may not be changed, altered, or modified, except in writing andsigned by the Parties hereto, and approved by the Court. This Stipulation of Settlement may not bedischarged except by performance in accordance with its terms or by a writing signed by all of theParties hereto.

U. Integration Clause

54. This Stipulation of Settlement contains the entire agreement between the Parties relatingto the settlement and transaction contemplated hereby, and all prior or contemporaneous agreements,understandings, representations, and statements, whether oral or written and whether by a Party or suchParty's legal counsel, are merged herein. No rights hereunder may be waived except in writing.

V. Binding On Assigns

55. This Stipulation of Settlement shall be binding upon and inure to the benefit of theParties hereto and their respective heirs, trustees, executors, administrators, successors and assigns.

W. Signatures of All Settlement Class Members Unnecessary to be Binding

56. It is agreed that, because the members of the Settlement Class are numerous, it isimpossible or impractical to have each Settlement Class Member execute this Stipulation of

By:.

W. Signatures of All Settlement Class Members Unneeemary to be Binding

56. It is agreed that, because the members of the Settlement Class are numerous, it isimpossible or impractical to have each Settlement Class Member execute this Stipulation ofSettlement. The Notice will advise all Settlement Class Members of the bindinguature of the releaseprovided herein and such shall have the same force and effect as if this Stipulation of Settlement wereexecuted by each Settlement Class Member,

X Counterparts

57. This Stipulation of Settlement may be executed in counterparts, and when each Partyhas signed and delivered at least one such counterpart, each counterpart shall be deemed an original,and, when taken together with other signed counterparts, shall constitute one dilly-signed Stipulationof Settlement, which shall be binding upon and effective as to all Parties,

Dated: Apri?j, 2009 CLASS COUNSEL:GRAVES & ASSOCIATES

c2V7t4Dated: April 2009

By:ALLEN GRAVES

Attorney for Deborah Mills and the Class

CLASS REPRESENTATIVE:

DEBORAH MILLS

Dated: April 24, 2009

BED BATH & BEYOND'S COUNSEL:REED SMITH LLP

By:

STEVEN KATZ

Attorney for Defendant Bed Bath & Beyond

Dated: April 24, 2009 BED BATH & BEYOND:

By:

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B

W. Signatures of All Settlement Class Members Unnecessary to be Binding

• 56. It is agreed that, because the members of the Settlement Class are numerous, it isimpossible or impractical to have each Settlement Class Member execute this Stipulation ofSettlement. The Notice will advise all Settlement Class Members of the binding nature of the releaseprovided herein and such shall have the same force and effect as if this Stipulation of Settlement wereexecuted by each Settlement Class Member.

X: Counterparts

57. This ,Stipulation of Settlement may be executed in counterparts, and when each Partyhas signed and delivered at least one such counterpart, each counterpart shall be deemed an original,and, when taken together with other signed counterparts, shall constitute one fully-signed Stipulationof Settlement, which shall be binding upon and effective as to all Parties.

Dated: April 2009 CLASS COUNSEL:GRAVES fge ASSOCIATES

By: ALLEN GRAVES'

Attorney for Deborah Mills and the Class

Dated: April 2009 CLASS REPRESENTATIVE:

By:

DEBORAH IVilLLS

Dated: April 24, 2009 BED BATH & BEYOND'S COUNSEL:REED SMITH LLP

STEVEN KATZAttorney for Defendant Bed Bath & Beyond

Dated: April 24, 2009

BED BATH & BEYOND:

By: No- j 6-che 4-"A. Co„, "sr

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