Lenox Group Inc Watch

from 8-K ~10 pages Amendment to Asset Purchase Agreement

from 8-K ~50 pages Asset Purchase Agreement

from 8-K ~50 pages Asset Purchase Agreement

from 8-K ~50 pages Asset Purchase Agreement Among Lenox Group Inc., Lenox, Incorporated, Lenox Worldwide, LLC, Lenox Retail, Inc., Lenox Sales, Inc., Fl 56 Intermediate, Corp., D 56, Inc. and Upstairs Acquisition Corp. Dated as of February 14, 2009

from 8-K 1 page Material contract

from 8-K ~10 pages Limited Waiver and Consent

from 8-K 1 page Cash Bonus: You Will Be Eligible to Participate in Our Annual Cash Incentive Program With a Target Bonus Opportunity of 55% of Base Salary, Which Could Provide a Maximum Payout of 82.5%. the Cash Bonus Award Associated With This Program Is Dependent on Company Performance. Management Gains Compensation Committee Approval on Annual Performance Metrics and Bonuses Are Determined Based on Company Performance Against These Metrics. a Definitive Program Document Governs the Cash Bonus Program. Sincerely, Acknowledged and Accepted: /S/ Branka Hannon /S/ Fred Spivak Dated: 5/15/08

from 8-K 1 page Amendment No. 4, Effective as of May 1, 2008, to Consulting Agreement Dated as of January 4, 2007 as Amended by Amendment No. 1 Dated January 24, 2007, Amendment No. 2 Dated April 5, 2007, and Amendment No. 3 Dated as of January 28, 2008 (Collectively Referred to as the “Agreement”), by and Between Lenox Group Inc., With Principal Offices at One Village Place, 6436 City West Parkway, Eden Prairie, Mn 55344 (“Lgi” or the “Company”) and Carl Marks Advisory Group LLC, With Principal Offices at 900 Third Avenue, 33rd Floor, New York, Ny 10022 (“Cmag” or “Consultant”). 1. Compensation Section 2(a) of Amendment No. 2 (Captioned “Compensation”) Shall Be Amended as Follows: Discount to Monthly Consulting Service Fees

from 8-K 1 page Amendment to Restricted Stock Agreement

from 8-K 1 page Amendment No. 1, Dated as of January __, 2008, to Letter Agreement Dated as of November 9, 2007 (The “Letter Agreement”) Between Lenox Group Inc., With Its Principal Office at One Village Place, 6436 City West Parkway, Eden Prairie, Mn 55344 (“Lgi” or the “Company”) and Fred Spivak, Residing at 95 Mirnosa Drive, Roslyn, New York 11576. 2. Entitlement to Severance Benefits. 12. Sale or Merger of the Company

from 8-K ~10 pages As a Result of the Recent Announcement by Lenox Group Inc. (The “Company”) That It Is Exploring Strategic Alternatives, We Are Pleased to Offer You, in the Event of a Change in Control as Defined in Section 4(c), Enhanced Severance as Outlined in This Letter Agreement (“Agreement”), a Retention Bonus and a Success Bonus as an Incentive to Ensure Your Diligent and Active Participation in Making the Strategic Alternative Process a Success. 1. Term of Agreement

from 8-K 1 page 1. Compensation Section 2(b) of Amendment No. 2 to the Consulting Agreement (Captioned “Compensation”) Shall Be Amended as Follows: Success Fee for Sale or Merger of the Company

from 8-K ~5 pages 1. Term of Agreement. the Term of This Agreement Shall Commence on the Date of This Letter (The “Effective Date”) and End on the Third Anniversary of Such Date (The “Original Term”). the Original Term Shall Be Automatically Renewed for Successive One-Year Terms (The “Renewal Terms”) Unless at Least 180 Days Prior to the Expiration of the Original Term or Any Renewal Term, Either of US Notifies the Other in Writing That You or We Are Electing to Terminate This Agreement at the End of the Then Current Term. “Term” Shall Mean the Original Term and All Renewal Terms. if a Change in Control Occurs During the Term, the Term Shall Not Expire Earlier Than One Year From the Date of the Change in Control. 2. Entitlement to Severance Benefits

from 8-K ~10 pages Agreement for Performance Shares Under the Lenox Group Inc. (“Lgi” or “Company”) 2004 Stock Incentive Plan

from 8-K ~50 pages Asset Purchase Agreement by and Among Lenox Group Inc., Lenox, Incorporated and Lifetime Brands, Inc. Dated: July 19, 2007

from 10-Q ~5 pages Amendment No. 2 to Consulting Agreement

from 8-K 69 pages Amended and Restated Security Agreement by D 56, Inc., Lenox Retail, Inc., and Lenox, Incorporated, as Borrowers, Lenox Group Inc., and the Other Guarantors Party Hereto, as Guarantors and Ubs AG, Stamford Branch, as Administrative Agent Dated as of April 20, 2007

from 8-K 77 pages Amended and Restated Security Agreement by D 56, Inc., Lenox Retail, Inc., and Lenox, Incorporated, as Borrowers, Lenox Group Inc., and the Other Guarantors Party Hereto, as Guarantors and Ubs AG, Stamford Branch, as Administrative Agent Dated as of April 20, 2007

from 8-K ~20 pages Agreement by and Between Lenox Group, Inc. and Clinton Group, Inc

from 10-K ~1 page Amendment No. 1, Dated as of January 24, 2007, to Consulting Agreement Dated as of January 3, 2007 (The “Agreement”) by and Between Lenox Group Inc., With Principal Offices at One Village Place, 6436 City West Parkway, Eden Prairie, Mn 55344 (“Lgi” or the “Company”) and Carl Marks Advisory Group LLC, With Principal Offices at 900 Third Avenue, 33rd Floor, New York, Ny 10022 (“Cmag” or “Consultant”). 1. Scope 2. Compensation 3. Continued Binding Effect of Agreement Lenox Group Inc. By: Stewart M. Kasen Lead Director Carl Marks Advisory Group LLC By: Marc L. Pfefferle Partner