Bed Bath & Beyond (BBBY)

Independent Committee to Review Stock Option Grants and Procedures

On June 19, 2006, following the issuance of two analyst reports that included the Company on lists of companies whose shares had shown comparatively high increases in trading prices subsequent to stock option grant dates, the Board of Directors appointed a special committee of two independent members of the Board of Directors, Messrs. Barshay and Heller, with authority, among other things, to conduct an investigation with respect to the setting of exercise prices for employee stock options and related matters as the committee deemed appropriate.  The special committee retained independent legal counsel and such counsel engaged outside accounting advisors.  The special committee commenced its review in late June 2006, and during the period through October 2006 carried out an extensive review covering stock option grants and restricted stock awards made by the Company during the period from its initial public offering in 1992 through May 15, 2006.  On October 9, 2006, the special committee presented its report to the Company’s Board of Directors.  See discussion under Equity Compensation in the Compensation Discussion and Analysis appearing later in this proxy statement.