Adoption of Rights Agreement and Appointment of New Rights Agent between Department 56, Inc. and Wells Fargo Shareowner Services
Department 56, Inc. has appointed Wells Fargo Shareowner Services as the new Rights Agent for its existing Rights Agreement, originally established with ChaseMellon Shareholder Services and amended twice. Effective March 14, 2005, Wells Fargo will assume all responsibilities under the Rights Agreement and its amendments. Both parties have acknowledged and agreed to this change in writing.
EXHIBIT 4.5
March 14, 2005
Cindy Gesme
Account Manager
Wells Fargo Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075-1139
RE: Adoption of the Rights Agreement
Dear Cindy,
The Rights Agreement between Department 56, Inc., a Delaware company and ChaseMellon Shareholder Services L.L.C., a New Jersey limited liability company, dated April 23, 1997, First Amendment dated March 13, 1998 and Second Amendment dated February 25, 1999, is hereby adopted in its entirety by the newly appointed transfer agent Wells Fargo Shareowner Services.
Effective March 14, 2005, Wells Fargo Shareowner Services will be the new Rights Agent for the Rights Agreement and amendments.
Sincerely,
/s/ Julie S. Wingert
Julie S. Wingert
Senior Counsel
JSW/dt
Acknowledged and agreed as of this 15 day of March, 2005.
/s/ Cindy Gesme
Account Manager/Officer
Department 56, Inc. One Village Place 6436 City West Parkway Eden Prairie, MN 55344
tel: ###-###-#### fax: ###-###-#### www.dept56.com
