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,

EXHIBIT 4.5

March 14, 2005

Xxxxx Xxxxx
Account Manager
Xxxxx Fargo Shareowner Services
000 Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xx. Xxxx, XX 00000-0000

RE:   Adoption of the Rights Agreement

Dear Xxxxx,

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 Xxxxx Fargo Shareowner Services.

Effective March 14, 2005, Xxxxx Fargo Shareowner Services will be the new Rights Agent for the Rights Agreement and amendments.

Sincerely,

/s/   Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx
Senior Counsel

JSW/dt

Acknowledged and agreed as of this 15 day of March, 2005.

/s/   Xxxxx Xxxxx
Account Manager/Officer

Department 56, Inc.     One Village Place     0000 Xxxx Xxxx Xxxxxxx     Xxxx Xxxxxxx, XX 00000
tel:  000.000.0000     fax:  000.000.0000     xxx.xxxx00.xxx