Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rights, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and surrender for transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board shall determine of Directors) after the date that a tender of the commencement of, or exchange offer by first public announcement of the intent of any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), including, without limitation, trustees of a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such plan) date which is first published on or sent or given within after the meaning date of Rule 14d-2(a) this Agreement and prior to the issuance of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding Rights) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will (i) send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rights, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsheld. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates or such Book Entry creditsCertificates. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights. (b) On the Record Date or as promptly As soon as practicable following the Record Date, the Company will shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereofRights), the Rights will shall be evidenced by such certificates or Book Entries for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificate for Common Stock of the Company outstanding on certificates for the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book EntryDate, with or even without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entrycertificate. (cb) In the case of certificated shares Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear a legend reading substantially as followshave impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN NETWORK COMPUTING DEVICES, Inc. INC. (the “Company”THE "COMPANY") and American Stock Transfer & Trust Company LLC AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (the “Rights Agent”THE "RIGHTS AGENT") DATED AS OF AUGUST 12, 1997 (THE "RIGHTS AGREEMENT"), dated as of November 11THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, 2009 AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE REDEEMED, MAY EXPIRE, OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE (the “Rights Agreement”)5) DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof RIGHTS ISSUED TO ACQUIRING PERSONS (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and voidAS DEFINED IN THE RIGHTS AGREEMENT) OR CERTAIN RELATED PERSONS AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), ) or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject sub ject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”Certifi ▇▇▇▇▇"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, Rights in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, B to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Dis tribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a the following legend reading substantially or such similar legend as followsthe Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or the Nasdaq Stock Market on which the Rights may from time to time be listed or included: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankCutCo Industries, Inc. and the Rights Agent thereunder (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “"Rights Agreement”"), the terms of which are hereby incorporated incor porated herein by reference and a copy of which is on file at the principal office executive offices of the Company. CutCo Industries, Inc. Under certain circumstancescircumstanc es, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificatecer tificate. The Company CutCo Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, to or held by, by any Person who is, was or becomes an Acquiring Person, ▇▇ ▇▇▇▇▇▇▇ Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day (or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors)) after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board shall determine (with the concurrence of a majority of the Continuing Directors), after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding or (iii) the Close of Business on the tenth Business Day after an Adverse Person Event (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced ----------------- (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the “"Rights Certificates”"), evidencing ------------------- one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(a)(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C, by either first-class, postage prepaid mail --------- or together with any other information then being delivered by the Company or its representatives to such holders, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Cytyc Corporation (the “"Company”") and American Stock Transfer & Trust Company LLC BankBoston, N.A. (the “"Rights Agent”), ") dated as of November 11August 27, 2009 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankScientific-Atlanta, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”)The Bank of New York, dated as of November 11February 23, 2009 1997, as amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Scientific-Atlanta, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Scientific- Atlanta, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, to or held by, by any Person who is, was or becomes an Acquiring Person, Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for . The transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth business day after the Stock Acquisition Date (or, if the tenth business day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Samsonite Corporation (the “"Company”") and American Stock Transfer & Trust Company LLC the Rights Agent thereunder (the “Rights Agent”), dated as of November 11, 2009 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CompanySamsonite Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Samsonite Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by the Company's Board shall determine of Directors) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct that, if upon consummation thereof consummated, would result in such Person would be alone or together with its Affiliates and Associates becoming an Acquiring Person, or (iii) immediately upon the Beneficial Owner occurrence of 25% or more a determination by the Board of Directors of the shares of Common Stock then outstanding Company that a person is an Adverse Person (the earlier of (i) and ), (ii), or (iii) being herein are referred to in this Agreement as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the outstanding certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, Date the Rights Agent will (i) send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto A (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided hereinin this Agreement. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary summary of Rights, in substantially the form attached hereto as of Exhibit C (the “"Summary of Rights”"), by first first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with and the Summary registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to before the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankJabil Circuit, Inc. (the “"Company”") and American Stock Transfer & EquiServe Trust Company LLC Company, N.A., (the “"Rights Agent”), ") dated as of November 11October 18, 2009 2001 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth circumstances described in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth described in the Rights Agreement, Rights issued to, or held by, any Person who is, was was, or becomes an Acquiring Person, an Adverse Person, or any Affiliate or Associate thereof (as such those terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates them shall be evidenced by such the certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of tenth (10th) Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determine of Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender of the commencement of, or exchange offer by first public announcement of the intent of any Person (other than the Company▇▇▇▇ Family, the Corporation, any Subsidiary of the CompanyCorporation, any employee benefit plan or employee stock plan of the Company Corporation or of any Subsidiary of the CompanyCorporation, or any Person or entity organized, appointed or established by the Company Corporation for or pursuant to the terms of any such plan) to commence, includinga tender or exchange offer if, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% fifteen percent (15%) or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate Rights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CompanyCorporation). As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will (i) countersign, and the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company Corporation will send a copy of a Summary of RightsRights to Purchase Series A Participating Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)C, by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for Common Stock, and the registered holders of the Common Stock together with shall also be the Summary registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In Unless the case Board of certificated Directors by resolution adopted at or before the time of issuance (including pursuant to the exercise of rights under the Corporation's employee benefit plans) of any shares of Common StockStock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank▇▇▇▇, Inc. (the “Company”"Corporation") and American Stock Transfer & EquiServe Trust Company LLC Company, N.A. (the “"Rights Agent”), ") dated as of November 11October 8, 2009 1999 as the same may be amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a14d-2 (a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2530% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) ii)- being herein referred to as the “("Distribution Date”"), ; (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names name of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(pll (p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional rational Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights. (b) On the Record Date or as promptly as practicable following the Record Date, Date and the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common Stock, ; (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankOptical Coating Laboratory, Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC ChaseMellon Shareholder Services L.L.C. (the “"Rights Agent”), ") dated as of November 11December 16, 2009 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights theRights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day Business Day (or such later date as the Board of Directors shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”"DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent Agent, upon receipt of all necessary information, will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit EXHIBIT B hereto (the “Rights Certificates”"RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date Date, or as promptly soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Shares, in substantially the form attached of EXHIBIT C hereto as Exhibit C (the “Summary of Rights”"SUMMARY OF RIGHTS"), by first first-class, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Distribution Redemption Date (as defined hereinafter) or the Final Expiration DateDate (as defined hereinafter)), the surrender for transfer of any certificate for Common Stock shares of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book EntryDate, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entrythereby. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date date of this Agreement but prior to the earlier of the Distribution Date or the Expiration DateDate (as defined hereinafter). Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and such certificates issued after the date of this Agreement shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankVari-Lite International, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”)ChaseMellon Shareholder Services, L.L.C., dated as of November 11September 27, 2009 1999 (the “Rights Agreement”"RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Vari-Lite International, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Vari-Lite International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth twentieth day after the Stock Acquisition Date (or, if the tenth twentieth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth twentieth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Distribution Date from the Company, the Rights Agent will (i) will, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record record-holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)C, by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with and the Summary registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entrywhich, with or without a copy of the Summary of Rights, Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and all certificates issued for newly issued shares or transfers of Common Stock after the Record Date shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank▇▇▇▇▇▇ Greetings, Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC The Bank of New York (the “"Rights Agent”), ") dated as of November 11September 8, 2009 1999 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock common stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), If the omission of a legend shall not affect the enforceability of Company purchases or acquires any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of before the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of , any rights associated with such Common Stock shall also be deemed cancelled and retired so that the Company shall not be entitled to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, exercise any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightswhich is no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board of Directors shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send at the expense of the Company by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On At the Record Date or as promptly as practicable following the Record Daterequest of any holder of Common Stock, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Datesuch holder, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a the following legend reading substantially or such similar legend as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and surrender for transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightsdeem appropriate:

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth business day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine Business Day after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such planan Exempt Person) is first published or sent or given within with the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding outstanding, (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”") (provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury, if any) after the Record Date but prior to before the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and all certificates issued for newly issued shares or transfers of Common Stock after the Record Date shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Mid-America Bancorp (the “"Company”") and American Stock Transfer & Mid-America Bank of Louisville and Trust Company LLC (the “"Rights Agent”), ") dated as of November 11February 23, 2009 1998 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of of: (i) the Close close of Business business on the tenth day Business Day after the Stock Shares Acquisition Date (Date; or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of tenth Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determine of Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) of, includingor of the first public announcement of the intention of any Person (other than the Company, without limitationany Subsidiary of the Company, trustees any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) is first published to commence, a tender or sent or given within exchange offer, the meaning consummation of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such which would result in any Person would be becoming the Beneficial Owner of 25Common Shares aggregating 15% or more of the shares of Common Stock then outstanding Common Shares; (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”), "): (x) no Right may be exercised; (y) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates or Book Entries for the shares of Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates or Book Entries for Common Stock shall will also be deemed also to be certificates for Rights), ) and not by separate certificates; and (yz) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (iand if requested, the Rights Agent will send) send by first-class, insured, postage postage-prepaid mailmail or other appropriate means, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of the attached Exhibit B hereto A (the “collectively, "Rights Certificates”"), evidencing one Right for each share of Common Stock Share so held or (ii) credit the Book Entries of such holder with such Rights, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsheld. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date Date, or as promptly soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of RightsRights to Purchase Common Shares, in substantially the form of the attached hereto as Exhibit C B (the “"Summary of Rights”"), by first first-class, postage-prepaid mail, or other appropriate means, to each record holder of the Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyCompany or its transfer agent. With respect to certificates or Book Entries for Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereofRights), the Rights will be evidenced by such certificates or Book Entries for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto, and the registered holders of the Common Shares will also be the registered holders of the associated Rights. With respect to uncertificated Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the registration of the Common Shares in the Company's share register in the names of the holders thereof. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificate for Common Stock of the Company Shares outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book EntryDate, with or even without a copy of the Summary of RightsRights attached thereto, shall will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate or Book Entrycertificate. (c) In the case of certificated shares Certificates issued for Common Shares (including without limitation certificates issued upon transfer or exchange of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasuryShares) after the Record Date but prior to the earlier earliest of the Distribution Date or Date, Redemption Date, the Expiration Date. Certificates representing such shares of Common Stock shall also , or the Final Expiration Date will be deemed also to be certificates for RightsRights and will have impressed, and shall bear a legend reading substantially as followsprinted, or written thereon, or otherwise affixed thereto, the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Swank▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. (the “Company”) corp. and American Stock Transfer & Trust Company LLC (the “Rights Agent”)First Union National Bank, dated as of November 11April 4, 2009 2000 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇, corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and no longer be evidenced by this certificate. ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇, corp. will mail to the registered holder of this certificate a copy of the CompanyRights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, under certain circumstances, Rights held by Acquiring Persons (as defined in the Rights Agreement), or certain related Persons, and any subsequent holder of such Rights, may become null and void." and, in the case of the initial transaction or subsequent periodic statements with respect to uncertificated Common Shares, the following legend: "The registration in the share register of ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇, corp. of the shares of common stock to which this initial transaction or subsequent periodic statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in a Rights Agreement between ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇, corp. and First Union National Bank, dated as of April 4, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇, corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateseparate certificates and will no longer be evidenced by such registration. The Company ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇, corp. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and surrender for transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, to any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, ) may become null and void." Until the Distribution Date, the Rights associated with Common Shares will be evidenced only by the certificates representing such Common Shares, and the surrender for transfer of any such certificate will also constitute the transfer of the Rights associated with the Common Shares represented thereby. With However, with respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation such initial transaction or account statement subsequent periodic statements containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by Shares with respect to which such shares of Common Stock statements are issued shall be evidenced solely by the registration of ownership of such shares of Common Stock alone and registered holders of Common Stock also shall be Shares in the registered holders share register of the associated RightsCompany, and the registration of transfer of any of ownership in such shares of Common Stock share register shall also shall constitute the transfer of the Rights associated with the Common Shares whose ownership is so transferred. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common StockShares will be deemed cancelled and retired so that the Company will not be entitled to exercise any Rights associated with the Common Shares that are no longer outstanding. Notwithstanding paragraph (d)anything to the contrary stated herein, the omission of a legend no Rights Certificate shall not affect the enforceability be issued pursuant to this Section 3 that represents Rights "beneficially owned" by an Acquiring Person whose Rights would be void pursuant to Section 7(e) or any Associate or Affiliate of any part of this Agreement or such Acquiring Person; no Rights Certificate shall be issued at any time upon the rights transfer of any holder Rights to an Acquiring Person whose Rights would be void pursuant to Section 7(e) or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; any Rights Certificate delivered to the RightsRights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to Section 7(e) shall be canceled.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day (10th) Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close close of Business business on the tenth business day (10th) Business Day (or such later date as the Board of Directors shall determine determine) after the date that of the commencement of a tender offer or exchange offer by any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, or any successor provision thereto, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier earliest of (i) and (ii) being herein referred to as the “Distribution Date”), (xA) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (yB) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will (i) send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(n) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a15(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates or such Book Entry creditsCertificates. In the event the The Company elects to distribute any Rights by crediting Book-Entrieswill make available, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights. (b) On the Record Date or as promptly soon as practicable following the Record Datedate hereof, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the “Summary of Rights”), by first class, postage-prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Final Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of issued at any time after the Record Date, Date and until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Expiration Date (as such term is defined in Section 7(a) hereofRights), the Rights will shall be evidenced by such certificates or Book Entries for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificate for Common Stock of the Company outstanding on certificates for the Record Date or the transfer of any Common Stock outstanding on at any time after the Record Date represented by a Book EntryDate, with or even without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entrycertificate. (cb) In the case of certificated shares Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear a legend reading substantially as followshave impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the an Amended and Restated Rights Agreement between Swank, Inc. LodgeNet Entertainment Corporation (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), Agent thereunder dated as of November 11February 28, 2009 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates Certificates and will no longer be evidenced by this certificateCertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person, or any Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related Persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3SECTION 3(B)) by the certificates or Book Entries for the shares of Class A Common Stock and/or Class B Common Stock, as the case may be, registered in the names of the holders of the Class A Common Stock and/or Class B Common Stock, as the case may be, (which certificates or Book Entries for Class A Common Stock shall and/or Class B Common Stock, as the case may be, will be deemed also to be certificates for Rights)) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (Class A Common Stock or the Class B Common Stock, as the case may be, including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the and/or Class B Common Stock, as the case may be, Common Stock and/or Class B Common Stock, as the case may be, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto EXHIBIT A (the “"Rights Certificates”"), evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock, as the case may be, so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided hereinin this Agreement. In the event that an adjustment in the number of Rights per share of Class A Common Stock and/or Class B Common Stock, as the case may be, has been made pursuant to Section SECTION 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofSECTION 14(A)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)EXHIBIT B, by first first-class, postage-postage prepaid mail, to each record holder of the Class A Common Stock and/or Class B Common Stock, as the case may be, as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Class A Common Stock and/or Class B Common Stock, as the case may be, outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Class A Common Stock and/or Class B Common Stock, as the case may be, and the registered holders of the Class A Common Stock and/or Class B Common Stock, as the case may be, will also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereofSECTION 7), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated certificates representing shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and surrender for transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the RightsClass A

Issue of Rights Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates (or Book Entries registrations in uncertificated book-entry form on the books of the Company) for the shares of Common Stock and not by separate Rights Certificates, and the registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for the registered holders of the associated Rights), and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of a Distribution Date, the Rights Agent will (i) send will, subject to Section 7(d), send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesRights Certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rights, in each case subject to adjustment as provided hereinheld. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11(m), then the Company shall, at the time of distribution of the Rights CertificatesCertificates to record holders of Common Stock as of the Close of Business on the Distribution Date, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed to such holders and cash is paid to such holders in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued that become outstanding (whether originally issued on original issuance or from the Company’s out of treasury) after the Record Effective Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as follows: This certificate also evidences and entitles (or registrations in uncertificated book-entry form on the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office books of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with for the Common Stock represented by such certificates that become outstanding or shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and surrender for transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement transferred or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) exchanged after the Record Effective Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock Date shall also be deemed to represent be certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (or registrations in uncertificated book-entry form on the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office books of the Company. Under certain circumstances) for Rights, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates (or the transfer of any shares evidenced by registrations in uncertificated book-entry form on the books of Common Stock the Company) shall also shall constitute the transfer of the Rights associated with the Common Stock represented thereby. If the Company purchases or acquires any shares of Common Stock after the Effective Date but prior to the Distribution Date, any Rights associated with such Common Stock. Notwithstanding paragraph (d), Stock shall be deemed canceled and retired so that the omission of a legend Company shall not affect be entitled to exercise any Rights associated with the enforceability of any part of this Agreement or the rights of any holder of the RightsCommon Stock that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (10th) Business Day (or such later date as may be determined by the Board shall determine of Directors of the Company, in its sole discretion) after the date that a tender offer or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25(x) 15% or more of the shares of Common Stock then outstanding or (y) Voting Securities representing 15% or more of the Total Voting Power, or (iii) the Close of Business on the tenth (10th) Business Day after a majority of the members of the Board of Directors who are not officers of the Company determine, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i) and ), (ii) or (iii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankFamily Steak Houses of Florida, Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC ChaseMellon Shareholder Services, Inc. (the “"Rights Agent”), ") dated as of November 11March 18, 2009 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage postage-prepaid mail, at the expense of the Company, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(pll(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”), by first class, postage-prepaid mail, ") to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear a the following legend reading substantially as follows: (or the legend required under the 1987 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Companies, Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC the Rights Agent thereunder (the “Rights Agent”), dated as of November 11, 2009 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing bearing the foregoing legendlegend (or the legend required under the 1987 Agreement), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day (10th) Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close close of Business business on the tenth business day (10th) Business Day (or such later date as the Board of Directors shall determine determine) after the date that of the commencement of a tender offer or exchange offer by any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any of any Subsidiary of the Companyits subsidiaries, or any Person or entity organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, or any successor provision thereto, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier earliest of (i) and (ii) being herein referred to as the “Distribution Date”), (xA) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (yB) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will (i) send shall send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(n) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a15(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates or such Book Entry creditsCertificates. In the event the The Company elects to distribute any Rights by crediting Book-Entrieswill make available, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights. (b) On the Record Date or as promptly soon as practicable following the Record Datedate hereof, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the “Summary of Rights”), by first class, postage-prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Final Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of issued at any time after the Record Date, Date and until the earlier of the Distribution Date (or earlier redemption, expiration or termination of the Expiration Date (as such term is defined in Section 7(a) hereofRights), the Rights will shall be evidenced by such certificates or Book Entries for the Common Stock together with the Summary of Rights and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificate for Common Stock of the Company outstanding on certificates for the Record Date or the transfer of any Common Stock outstanding on at any time after the Record Date represented by a Book EntryDate, with or even without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entrycertificate. (cb) In the case of certificated shares Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear a legend reading substantially as followshave impressed, printed, stamped, written or otherwise affixed onto them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. LodgeNet Interactive Corporation (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), Agent thereunder dated as of November 11February 28, 2009 2008 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates Certificates and will no longer be evidenced by this certificateCertificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an to Acquiring Person, or any Affiliate or Associate thereof Persons (as such terms are defined in the Rights Agreement), whether currently held by ) or on behalf certain related Persons and any subsequent holder of such Person or by any subsequent holder, Rights may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date (or (ii) earlier redemption, expiration or termination of the Expiration DateRights), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if if, upon consummation thereof thereof, such Person together with its Affiliates and Associates, would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (irrespective of whether any shares are actually purchased pursuant to any such offer) (each of the earlier time periods in (i) and (ii) being subject to extension as provided in Section 27 and the earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights each Right will be transferable only in connection with the transfer of the underlying shares share of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to purchase Preferred Stock, containing substantially the information set forth in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mailC, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with and the Summary registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier earliest of the Distribution Stock Acquisition Date or a Section 13 Event or the Expiration Date. Certificates representing such shares of Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: "This certificate also evidences and entitles represents Rights that entitle the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Swank, Inc. (the “Company”) Corporation and American Stock Transfer & Trust Company LLC (the “Company, as Rights Agent”), dated as of November 11December 31, 2009 1996 (the “"Rights Agreement”"), the terms terms, conditions and limitations of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held beneficially owned by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall shall, until the Distribution Date, be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) 3.1...... Until the earlier first to occur of (i) the Close close of Business business on the tenth day third Business Day after the Stock Acquisition Date (or, if the tenth day third Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (as defined in Rule 14d-l(e)(6) promulgated under the Exchange Act, or such later date as the Board shall determine any comparable or successor rule) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations promulgated under the Exchange ActAct (or any comparable or successor rule), if upon consummation thereof thereof, such Person would be become an Acquiring Person (provided, however, that if such an offer is terminated prior to the Beneficial Owner occurrence of 25% a Distribution Date, then no Distribution Date shall occur as a result of such offer, or more (iii) the close of business on the shares of Common Stock then outstanding tenth Business Day after a determination, pursuant to Section 11(a)(ii)(D), that a Person is an Adverse Person (the earlier first to occur of (i), (ii) and (iiiii) being herein referred to as the “"'Distribution Date”"), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock Shares (which certificates or Book Entries for Common Stock Shares shall be deemed also to be certificates for Rights), ) and not by separate certificates and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock Share so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(p) hereof), at the time of distribution of the Rights Right Certificates, the Company shall make and notify the Rights Agent of the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as 3.2...... As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights Agreement, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”)C, by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, Date at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock Shares outstanding as of the Record Date, until the earlier Distribution Date, ownership of the Distribution Date or the Expiration Date (as such term is defined and beneficial interests in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with Shares and the Summary registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing Common Stock Shares in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares. Certificates issued after the Record Date upon the transfer of Common Stock represented by such certificate or Book EntryShares outstanding on the Record Date shall bear the legend set forth in Section 3(c). 3.3...... Certificates representing Common Shares (c) In the case of certificated shares including, without limitation, certificates issued upon transfer or exchange of Common Stock, Rights shall be Shares) issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed to be certificates for the associated Rights, and shall bear a legend reading substantially as followsthe following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankPenn National Gaming, Inc. (the “"Company”") and American Continental Stock Transfer & and Trust Company LLC (the “"Rights Agent”), ") dated as of November 11March 2, 2009 1999 (the “"Rights Agreement”"), and as the same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the RightsShares.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board of Directors shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of clauses (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”), by first class, postage-prepaid mail, ") to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with and the Summary registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Prism Financial Corporation (the “"Company”") and American Stock Transfer & Trust Company LLC (the “Rights Agent”)LaSalle Bank National Association, dated as of November 11January 27, 2009 2000, as from time to time amended (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i1) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Companycompany, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Rural/Metro (the “Company”) and American Stock Transfer & Computershare Trust Company LLC Company, Inc. (the “Rights Agent”), ) dated as of November 11August 24, 2009 2005 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company holding Common Stock for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be the Beneficial Owner of 2520% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for RightsRights Certificates (as such term is hereinafter defined)) and not by separate Rights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insuredclass mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(pSections 11(a) or 11(i) hereof, at the time of distribution of the Rights Certificates, Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Common Stock, in substantially the form attached hereto as Exhibit C B (the “Summary of Rights”), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankThe Manitowoc Company, Inc. (the “Company”) and American Stock Transfer & Computershare Trust Company LLC Company, N.A. (the “Rights Agent”), dated as of November 11March 21, 2009 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CompanyCompany and the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Company's Board shall determine of Directors) after the date that a tender of the commencement of, or exchange offer by first public announcement of the intent of any Person (other than the Company, any Subsidiary subsidiary of the Company, or any employee benefit plan of the Company or any of any Subsidiary of the Company, its subsidiaries or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), including, without limitation, trustees a tender or exchange offer the consummation of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof which would result in such Person would becoming an Acquiring Person or (iii) twenty Business Days prior to the date on which a Transaction is reasonably expected to become effective or be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding consummated (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rights, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsheld. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the The Company will send has previously sent a copy of a Summary of Rights, in substantially Rights describing the form attached hereto as Exhibit C terms of the Original Rights Agreement (the “"Original Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. Attached to this Agreement as Exhibit C is a copy of an amended Summary of Rights (the "Summary of Rights") describing the terms of this Agreement. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereofRights), the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with the Original Summary of Rights (which shall be deemed amended to reflect the terms of the Summary of Rights) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificate for Common Stock of the Company outstanding on certificates for the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book EntryDate, with or even without a copy of the Original Summary of RightsRights or the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entrycertificate. (c) In the case of certificated shares of Certificates issued for Common StockStock (including, Rights shall be without limitation, certificates issued in respect of all shares upon transfer or exchange of Common Stock which are issued or reacquired Common Stock referred to in the last sentence of this paragraph (whether originally issued or from the Company’s treasuryc)) after the Record Date Date, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear a have impressed, printed, stamped, written or otherwise affixed onto them the following legend reading substantially as follows: (or the legend previously provided under the Original Rights Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Shareholder Rights Agreement between Swank, Inc. El Paso Natural Gas Company and The First National Bank of Boston (the “Company”) and American Stock Transfer & Trust Company LLC (the “"Rights Agent”), ") dated as of November 11July 7, 2009 1992, and as amended and restated dated as of July 23, 1997 (the “"Shareholder Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the El Paso Natural Gas Company. Under certain circumstances, as set forth in the Shareholder Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The El Paso Natural Gas Company will mail to the holder of this certificate a copy of the Shareholder Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within ten days after receipt by the Company's corporate secretary of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof Interested Stockholder (as such terms are defined in the Shareholder Rights Agreement), whether currently held by or on behalf ) and any subsequent holder of such Person or by any subsequent holder, Rights may become null and voidvoid with respect to certain rights set forth in Section 11(a)(ii) and Section 13(a) of the Shareholder Rights Agreement. With respect to such certificates containing the foregoing legendlegend (or the legend previously provided under the Original Rights Agreement), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificate. Notwithstanding this paragraph (c), In the omission of a legend shall not affect event that the enforceability of Company purchases or acquires any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone deemed cancelled and registered holders of Common Stock also retired so that the Company shall not be the registered holders of the associated Rights, and transfer of entitled to exercise any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such the Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the RightsStock which are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), ) or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank▇▇▇▇▇▇▇▇▇ Company, Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC Norwest Bank Minnesota, National Association (the “"Rights Agent”), ") dated as of November 11January 12, 2009 1996, as amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the ▇▇▇▇▇▇▇▇▇ Company. , Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company ▇▇▇▇▇▇▇▇▇ Company, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2520% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s Companys treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankAmetek, Inc. (formerly known as Ametek Aerospace Products, Inc.) (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11June 2, 2009 1997, as amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth business day (or such later date as may be determined by the Board shall determine of Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant fiduciary with respect to the terms of any such plan, including, without limitation, trustees of any plan acting in such plancapacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Regulations under the Exchange ActAct Regulations, if upon consummation thereof such Person would be the Beneficial Owner of 2518% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates or Book Entries for shares of Company Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the 8 transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form that may be appended to certificates that represent shares of Company Common Stock in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common StockRights shall, Rights shall without any further action, be issued in respect of all shares of Company Common Stock which that are outstanding on the Record Date and that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear a legend reading substantially as followsthe following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, O'Charley's Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC First Union National Bank (the “"Rights Agent”"), dated as of November 11December 8, 2009 2000 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) ), as either of such periods may be extended pursuant to the provisions of Section 27 hereof, being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Rights Dividend Effective Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with and the Summary registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Rights Dividend Effective Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followssimilar to the following: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the that certain Shareholder Rights Agreement between SwankImmucor, Inc. (the “"Company”") and American Stock Transfer & EquiServe Trust Company LLC Company, N.A. (the “"Rights Agent”), ") dated as of November 11April 16, 2009 1999, as amended from time to time (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, to or held by, by any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or ) and (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board of Directors shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier earliest of (i) and or (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, at the expense of the Company, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankUSN Communications, Inc. (the “"Company”") and American Stock Transfer & ▇▇▇▇▇▇ Trust Company LLC (the “Rights Agent”)and Savings Bank, dated as of November 11July 30, 2009 1998, as from time to time amended (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2520% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after receiving written notice from the Company of the occurrence of the Distribution Date, the Company will prepare and execute and the Rights Agent will (i) counter- sign and send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as follows: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swankfollowing legend: ▇. ▇▇▇▇▇▇▇▇, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date)) , or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Rights Agent's receipt of actual notice of the Distribution Date, the Rights Agent will (i) send send, at the expense of the Company, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On At the Record Date or as promptly as practicable following the Record Daterequest of any record holder of Common Stock, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a7 hereof) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any certificates representing shares of Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankBig Flower Holdings, Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC The Bank of New York (the “"Rights Agent”), ") dated as of November 1128, 2009 1995 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Big Flower Holdings, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or and (ii) the Close of Business on the tenth business day (or such later date as may be determined by the Board shall determine of Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of maintained by the Company or any of any Subsidiary of the Company, its Subsidiaries or any Person trustee or entity organized, appointed or established by the Company for or pursuant fiduciary with respect to the terms of any such plan, including, without limitation, trustees of any plan acting in such plancapacity) is first published or sent or given within the meaning of Rule 14d-2(a14d-4(a) of the General Rules and Regulations under the Exchange ActAct Regulations, if upon consummation thereof such Person would be the Beneficial Owner of 2515% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Company Common Stock registered in the names of the holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates or Book Entries for shares of Company Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in a form which may be appended to certificates that represent shares of Company Common Stock in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common StockRights shall, Rights shall without any further action, be issued in respect of all shares of Company Common Stock which are outstanding on the Record Date and which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Company Common Stock shall also be deemed to be certificates for Rights, and issued after the Record Date shall bear a legend reading substantially as followsthe following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. AmSurg Corp. (the “"Company”") and American Stock Transfer & Trust Company LLC SunTrust Bank, Atlanta (the “"Rights Agent”)") dated December 2, dated 1999, as amended and restated as of November 11December 13, 2009 1999, and as further amended and restated as of July 12, 2001 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. ." With respect to certificates representing shares of Company Common Stock (whether or not such certificates containing include the foregoing legendlegend or have appended to them the Summary of Rights), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Company Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of the shares of Company Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the shares of Company Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (Date; or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier earliest of (i) and or (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the The Company will send deliver a copy of a the Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each the record holder holders of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to outstanding certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date the Rights will be evidenced by such certificates together with the Summary of Rights, and, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by transfer of any such certificates certificate (with or Book Entries for Common Stock together with without the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, ) shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entrythereby. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankNetSolve, Inc. Incorporated, (the “Company”) and American Stock Transfer & Trust Company LLC Co., (the “Rights Agent”), ) dated as of November 11February 5, 2009 2003, as amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. .” With respect to such certificates containing bearing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates issued after the date of this Agreement, representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Swank, Inc. Bergen ▇▇▇▇▇▇▇▇ Corporation (the “"Company”") and American Stock Transfer & Mellon Investor Services LLC, formerly know as ChaseMellon Shareholder Services L.L.C., (as successor to Chemical Trust Company LLC of California) (the “"Rights Agent”), ") dated as of November 11March 16, 2009 2001 (the “"Amended and Restated Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Amended and Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Amended and Restated Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Amended and Restated Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate Associates thereof (as such terms are defined in the Amended and Restated Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day (or such specified later date as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the tenth Business Day following the Record Date), ) or (ii) the Close of Business on the tenth business day Business Day (or such specified or unspecified later date as may be determined by the Board shall determine before the occurrence of the Distribution Date) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates or Book Entries for the shares of Common Stock of the Company registered in the names of the holders of the Common Stock of the Company either with the Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), attached or bearing the legend set forth in Section 3(c) hereof (which certificates or Book Entries for Common Stock of the Company shall be deemed also to be certificates for Rights), ) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, certificates in substantially the form of attached hereto as Exhibit B hereto C (the “Rights Certificates”), ) evidencing one Right for each share of Common Stock of the Company so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send or cause to be sent a copy of a the Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), Rights by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock of the Company outstanding as of the Record Date, as set forth in Section 3(a) above, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for the Common Stock together of the Company with or without a copy of the Summary of Rights attached, and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock of the Company outstanding on the Record Date or the transfer in respect of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book Entryof the Company. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock of the Company which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, and to the extent provided in Section 22 hereof, in respect of shares of Common Stock of the Company issued after the Distribution Date and prior to the Expiration Date. Certificates representing such shares of Common Stock of the Company shall also be deemed to be certificates for Rights, and shall shall, as promptly as practicable following the Record Date, bear a legend reading legend, substantially as followsin the form of the following: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Renewal Rights Agreement between SwankEnterprise Bancorp, Inc. (the “Company”) and American Stock Transfer & Computershare Trust Company LLC Company, N.A. (the “Rights Agent”), ) dated as of November December 11, 2009 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, beneficially owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone alone, and registered holders of Common Stock of the Company shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be become an Acquiring Person or (iii) the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding Expiration Date (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Board of Directors of the Company may defer the date set forth in either clause (i) or (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined (with the concurrence of a majority of the Continuing Directors following a Stock Acquisition Date and only if the Continuing Directors constitute a majority of the number of directors then in office) by action of the Board of Directors of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will (i) will, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, substantially in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Datepracticable, the Company will send a copy of a Summary of Rights, substantially in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Materials, Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC (the “First Union National Bank of North Carolina, as Rights Agent”), dated as of November 11October 21, 2009 1996, as it may from time to time be supplemented or amended pursuant to its terms (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within ten business days after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries Certificates for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the “"Summary of Rights”Rights "), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date (as defined in Section 7(a)) or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankCPAC, Inc. (the “"Company”") and American a▇▇ ▇ontinental Stock Transfer & Trust Company LLC (the “"Rights Agent”), ") dated as of November 11March 19, 2009 1999 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CompanyRights Agent. Under certain circumstances, circumstances as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth fifteenth day after the Stock Acquisition Date (or, if the tenth fifteenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), ) or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon the consummation thereof thereof, such Person would be the Beneficial Owner of 2530% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to herein as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificatesRights certificates prepared and supplied by the Company, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry creditsCertificates. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights. (b) On the Record Date or as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (cb) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued as an original issue or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates Until the Distribution Date, all Rights issued during the period referred to in the preceding sentence will be evidenced by certificates representing the Common Stock respecting which such shares Rights were issued, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Certificates representing Common Stock also deemed to be certificates for Rightsrepresenting Rights shall, and shall to the extent feasible, bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Standard Microsystems Corporation (the “"Company”") and American Stock Transfer & Trust Company LLC ChaseMellon Shareholder Services, L.L.C. (the “"Rights Agent”), ") dated as of November 11, 2009 [the date of this Agreement] (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, beneficially owned by any Person who is, was or becomes an Acquiring Person, Person or Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such certificates containing holder, or the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented exercise by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsholder, and surrender for transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock represented by in such certificates. Notwithstanding this paragraph (c), the omission of a legend jurisdiction shall not affect the enforceability of any part of this Agreement have been obtained or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightsobtainable.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day Business Day (or such later date day as may be determined by action of the Board shall determine of Directors (but only if at the time of such determination there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors) prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer of commencement by any Person (other than the Companyan Exempt Person) of, any Subsidiary or of the Company, any employee benefit plan first public announcement of the Company or intention of any Subsidiary of the CompanyPerson (other than an Exempt Person) to commence, a tender or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Actexchange offer, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2510% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Rights Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock thereof (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company)Stock. As soon as practicable after the Rights Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Rights Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock as has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Rights Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On A summary of this Agreement is contained in Exhibit C annexed hereto (the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a "Summary of Rights, ") as well as in substantially the form attached hereto as Exhibit C (Prospectus prepared by the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of Company in connection with the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyOffering. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the earlier of the Rights Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for Common Stock together with and the Summary registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Rights Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Rights Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankMidway Games Inc., Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC The Bank of New York (the “"Rights Agent”), ") dated as of November 11October 24, 2009 1996 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, is or was or becomes an Acquiring Person, person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Rights Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% an Acquiring Person or more such later date as may be determined by action of the shares Board of Common Stock then outstanding Directors prior to such time as any Person becomes an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). . (b) As soon as practicable after the Rights Agent has been notified by the Company that the Distribution DateDate has occurred, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (bc) On the Record Date or The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first class, postage-prepaid mail, to each record any holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanyRights who may so request from time to time. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common Stock, . (d) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading in substantially as followsthe following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Elcor Corporation (the “"Company”") and American Stock Transfer & Trust Company LLC the Rights Agent thereunder (the “Rights Agent”), dated as of November 11, 2009 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may shall become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determine of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights), ) and not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a shareholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution DateDate and receives such information, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for Common Stock together with registered in the Summary names of Rightsthe holders thereof. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsin the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankAptarGroup, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC National City Bank (the “Rights Agent”), ) dated as of November 11April 7, 2009 2003, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), In the omission of a legend shall not affect event the enforceability of Company purchases or acquires any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of its Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent not be entitled to holders of exercise any Rights associated with shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which that are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightsoutstanding.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of Business business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board of Directors shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board of Directors determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) 7 hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing shares of Common Stock in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificate or Book EntryStock. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swankbe- tween Comdisco, Inc. (the “"Company”") and American Stock Transfer & Trust Company LLC (the “Rights Agent”)ChaseMellon Shareholder Services, L.L.C., dated as of November 1117, 2009 1997, as from time to time amended (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business business on the tenth business day Business Day (or such later date as the Board of Directors shall determine determine) after the date that a tender or exchange offer of the earlier of commencement by any Person (other than an Exempted Person) of, or the Company, any Subsidiary first public announcement of the Company, any employee benefit plan of the Company or intention of any Subsidiary Person (other than an Exempted Person) to commence, a tender or exchange offer the consummation of the Company, or which would result in any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such becoming an Acquiring Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3Agreement) by the certificates or Book Entries for the shares of Common Stock registered in the names of the record holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors. As soon as practicable after the Distribution Date, the Company shall prepare and execute and the Rights Agent will (i) countersign and, at the Company's expense, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, and, in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Cerner Corporation (the “"Company”") and American Stock Transfer & Trust Company LLC UMB Bank, n.a. (the “"Rights Agent”"), dated as of November 1121, 2009 1996 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered record holders of Common Stock shall also shall be the registered record holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event the Company purchases or acquires any Common Stock prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (cb), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the Company One Right will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all each share of Common Stock issued in the Merger. Certificates issued for shares of Common Stock which that are issued (whether originally so issued or from the Company’s treasury) shall be transferred or exchanged after the Record Date Merger Effective Time but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock Date shall also be deemed to be certificates for Rights, and shall bear a the legend reading substantially as followsreferred to in paragraph (c) of this Section 3. (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company's treasury) after the Merger Effective Time but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Merger Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. Devon Energy Corporation (the “"Company”") and American Stock Transfer & Trust Company LLC Bankboston, N.A. (the “"Rights Agent”), ") dated as of November 11______, 2009 1999 as it may from time to time be supplemented or amended (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights AgreementUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, Rights issued toRIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), whether currently held by or on behalf of such Person or by any subsequent holderAND CERTAIN TRANSFEREES THEREOF, may become null and voidWILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone alone, and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of first to occur of: (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as may be determined by the Board shall determine Board, acting by a majority of the Outside Directors, before any Person has become an Acquiring Person, but in no event prior to the close of business on the Record Date) after the date that a tender or exchange offer (other than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such planan Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange ActAct (or any comparable or successor rule), if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2515% or more of the shares of Common Stock Shares then outstanding outstanding, (the earlier first to occur of (i) and (ii) being herein referred to as the “Distribution Date”), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates or Book Entries for the shares of Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates or Book Entries for Common Stock Shares shall be deemed also to be certificates for Rights), ) and not by separate certificates and (yB) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock Share so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as As promptly as practicable following the Record Datedate of this Agreement, the Company will send file this Rights Agreement, and a copy of a Summary of Rightssummary hereof, in substantially the form attached hereto as Exhibit C (B, on a Current Report on Form 8-K or other filing with the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the CompanySecurities and Exchange Commission. With respect to certificates or Book Entries for the Common Stock Shares outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof)Date, the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with Shares and the Summary registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for certificates representing Common Stock Shares in respect of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with such Common Shares. Certificates issued after the Record Date upon the transfer of Common Stock represented by such certificate or Book EntryShares outstanding on the Record Date shall bear the legend set forth in Section 3(c). (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to before the earlier of the Distribution Date or the Expiration Date. Rights shall also be issued to the extent provided in Section 22 in respect of all Common Shares which are issued after the Distribution Date and before the Expiration Date. Certificates representing such shares Common Shares (including, without limitation, certificates issued upon transfer or exchange of Common Stock Shares) issued after the Record Date but before the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for the associated Rights, and shall bear a legend reading substantially as followsthe following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between SwankDaktronics, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC ▇▇▇▇▇ Fargo Bank, N.A. (the “Rights Agent”), ) dated as of November 11August 28, 2009 2008 (the “Rights Agreement”), and as the same may be amended from time to time, the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal office executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefortherefor from such holder. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)) and any subsequent holder of such Rights, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until Until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates for Common Shares shall be evidenced by such certificates alone and registered holders of Common Stock Shares shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with such Common Shares, whether or not containing the foregoing legend. In the event that the Company purchases or acquires and cancels any Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) Shares after the Record Date but prior to before the earlier of the Distribution Date or the Expiration Date. The , any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall cause the confirmation and account statements sent not be entitled to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, exercise any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the RightsShares that are no longer outstanding.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close close of Business business on the tenth business day Business Day (or such later date and time as may be determined by action of the Board shall determine of Directors prior to such Person becoming an Acquiring Person) after the date that a tender of the commencement of, or exchange offer by first public announcement of the intent of any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any of its subsidiaries or any Subsidiary entity holding securities of the Company, or any Person or entity Company organized, appointed or established by the Company or a subsidiary for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five Business Days after such announcement), including, without limitation, trustees of any such plan) is first published a tender or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof exchange offer which would result in such Person would be the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding becoming an Acquiring Person (the earlier of such times described in (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rights, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights.Stock (b) On the Record Date or as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first class, postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for the Common Stock outstanding as of the Record Datedate of this Agreement, until the Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereofRights), the Rights will be evidenced by such certificates or Book Entries for the Common Stock together with and the Summary registered holders of Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Distribution Date or the Expiration DateRights), the surrender for transfer of any certificate for Common Stock of the Company outstanding on certificates for the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy date of this Agreement (including transfer to the Summary of Rights, Company) shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In certificate. Upon the case request of certificated shares the holder of Common Stock, Rights shall be issued in respect of all any shares of Common Stock which are or, after the Distribution Date, the holder of any Rights Certificates, the Company shall, at its expense, provide a copy of the Summary of Rights in the form attached hereto as Exhibit B. (c) Certificates issued for Common Stock (whether originally including, without limitation, certificates issued upon transfer or from the Company’s treasuryexchange of Common Stock or certificates issued upon exercise of options) after the Record Date date of this Agreement, but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing Date (as such shares of Common Stock term is hereinafter defined), shall also be deemed also to be certificates for Rights, and shall bear have impressed, printed, stamped, written or otherwise affixed onto them the following legend (or a legend reading substantially as follows: similar legend): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”)Agreement, dated as of November 11February 19, 2009 1998 (the “"Rights Agreement”"), between Ohio Casualty Corporation and the Rights Agent thereunder, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the CompanyOhio Casualty Corporation. Under certain circumstances, circumstances as set forth in the Amended and Restated Rights Agreement, such Rights will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Ohio Casualty Corporation will mail to the holder of this certificate a copy of the Amended and Restated Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly within five days after receipt of a written request therefor. Under certain circumstances circumstances, Rights issued to Acquiring Persons (as defined in the Amended and Restated Agreement) or certain related persons and any subsequent holder of such Rights may become null and void with respect to certain rights set forth in the Amended and Restated Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legendlegend (or the legend provided for in the Prior Rights Agreement), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The In the event that the Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, purchases or held by, acquires any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightsof

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth day Business Day after the Stock Acquisition Date (or, if the tenth day Business Day after the Stock Acquisition Date occurs before the Record Date, the Close close of Business business on the Record Date), or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as the Board of Directors shall determine determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, including, without limitation, trustees of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof thereof, such Person would be the Beneficial Owner of 2520% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (bc) of this Section 3) by the certificates or Book Entries for the shares of Common Stock registered in the names of the holders of the Common Stock (which certificates or Book Entries for Common Stock shall be deemed also to be certificates for Rights)) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send send, at the expense of the Company, by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held or (ii) credit the Book Entries of such holder with such Rightsheld, in each case subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such Book Entry credits. In the event the Company elects to distribute any Rights by crediting Book-Entries, the provisions of this Agreement that references Rights Certificates shall be interpreted to reflect that the Rights are credits to the Book-Entry accounts, that separate Rights Certificates are not issued with respect to some or all of the RightsCertificates. (b) On the Record Date or as promptly as practicable following the Record Date, the The Company will send a copy of a Summary of RightsRights to Purchase Preferred Stock, in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first first-class, postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the Rights will be evidenced by such certificates or Book Entries for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or Book Entry. (c) In the case of certificated shares of Common Stock, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, Rights and shall bear a legend reading substantially as followsthe following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”)Agreement, dated as of November 11January 15, 2009 1998 (the “"Rights Agreement”"), between Applied Industrial Technologies, Inc. and Harr▇▇ ▇▇▇st and Savings Bank, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office offices of the Company. Applied Industrial Technologies, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Applied Industrial Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and surrender for the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (d) With respect to shares of Common Stock in Book-Entry form, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. The Company shall cause the confirmation and account statements sent to holders of shares of Common Stock in Book-Entry form (which shares of Common Stock shall also be deemed to represent certificates for Rights) shall bear a legend reading substantially as follows: Each share of Common Stock, par value $0.01 per share, of Swank Inc., a Delaware corporation (the “Company”), entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Swank, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”), dated as of November 11, 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to shares of Common Stock in Book-Entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and transfer of any of such shares of Common Stock also shall constitute the transfer of the Rights associated with such Common Stock. Notwithstanding paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights."