UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ---------------------------------------------------------------x : In re : : 1 HARRY & DAVID HOLDINGS, INC, et al., : : Debtors.

: : ---------------------------------------------------------------x

Chapter 11 Case No. 11-10884 (MFW) (Jointly Administered)

Re: Docket No. 649

NOTICE OF FILING OF EXHIBIT A TO PLAN SUPPLEMENT IN CONNECTION WITH SECOND AMENDED JOINT PLAN OF REORGANIZATION OF HARRY & DAVID HOLDINGS, INC. AND ITS DEBTOR SUBSIDIARIES The above-captioned debtors attach to this notice Exhibit A to the Plan Supplement (Docket No. 649) filed on July 25, 2011.

The Debtors are the following four entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): Harry & David Holdings, Inc. (4389); Harry and David (1765); Harry & David Operations, Inc. (1427); Bear Creek Orchards, Inc. (7216). The address of each of the Debtors is 2500 South Pacific Highway, Medford, OR 97501.

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Date Filed: 7/28/11 Docket No. 670

Dated: July 28, 2011 Wilmington, Delaware

Respectfully submitted, /s/ Zachary I. Shapiro Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Zachary I. Shapiro (No. 5103) Tyler D. Semmelman (No. 5386) RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 -andDavid G. Heiman JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Brad B. Erens Timothy W. Hoffmann JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 ATTORNEYS FOR DEBTORS

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EXHIBIT A Officers and Directors of the Reorganized Debtors

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DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTORS Boards of Directors of the Reorganized Debtors The board of directors of each of the Reorganized Debtors will consist of the following individuals: 1. Ellis Jones. Ellis B. Jones has been a Director of Harry & David Holdings, Inc. since 2005. He currently serves as Chairman of Wasserstein & Co., LP, an independent private equity and investment firm. Prior to joining Wasserstein & Co., LP in January 2001, Mr. Jones was a Managing Director of the investment banking firm Wasserstein Perella & Co., Inc. from February 1995 to January 2001. Prior to joining Wasserstein Perella & Co., Inc., Mr. Jones was a Managing Director at Salomon Brothers, an investment-banking company, in its Corporate Finance Department from March 1989 to February 1995. Prior to joining Salomon Brothers, Mr. Jones worked in the Investment Banking Department at The First Boston Corporation, an investment banking company, from September 1979 to March 1989. 2. George Majoros, Jr. George L. Majoros, Jr. has been a Director of Harry & David Holdings, Inc. since 2004. He has been President and Chief Operating Officer of Wasserstein & Co., LP since its inception in January 2001. Previously, Mr. Majoros was a Managing Director of Wasserstein Perella & Co., Inc., an investment-banking company, and Chief Operating Officer of its Merchant Banking Group from 1997 to 2001. Mr. Majoros joined Wasserstein Perella & Co., Inc. in early 1993 after practicing law with Jones Day for approximately seven years. 3. Ryan Langdon. Mr. Langdon is a Senior Managing Director and co-founder of Newport Global Advisors. Prior to the formation of Newport Global Advisors in 2005, Mr. Langdon was responsible for managing American International Group, Inc.'s ("AIG") distressed portfolio. Mr. Langdon joined AIG's High Yield Group in 2002 as a senior high yield investment analyst covering the telecommunications and cable sectors. Prior to joining AIG, Mr. Langdon worked at ABN AMRO Bank N.V. as a senior high yield telecommunications and cable analyst. Mr. Langdon started his career as a vice president and high yield investment analyst at Pacholder Associates, Inc. He received a Bachelor of Science in Business Economics and a Master of Arts in Economics from Miami University in 1994 and 1995, respectively. Mr. Langdon has served on a number of boards of directors of portfolio companies. Mr. Langdon has served as a director of wireless service providers Independent Wireless One Corporation and iPCS, Inc. He has also served as a director for a number of consumer products, retail, restaurant, and food service providers, including American Blue Ribbon Holdings, LLC ("ABRH"), Uno Restaurant Holdings Corporation ("Uno"), Merisant Company, and True Temper Sports, Inc. ABRH is a holding company for several restaurant chains, as well as a leading pie baking business. Uno is a

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holding company for both the Uno restaurant chain and a packaged foods provider. Merisant Company is a leading global provider of sweeteners, both for consumer packaged goods as well as food production markets. True Temper Sports, Inc. is a leading provider of golf, hockey and lacrosse equipment. Mr. Langdon serves as a director of a number of manufacturing businesses, including Amtrol Holdings, Inc., which is a leading mutli-national supplier of steel and composite tanks for building products, industrial gases, and other applications; Autocam Medical Holdings, LLC, an orthopedic supply manufacturer for precision medical and surgical applications; Autocam Corporation, a leading multi-national supplier of ultra-high precision specialty components for the automotive and other industrial supply sectors. Mr. Langdon also serves as a director of Mesquite, LLC, a hotel, casino and restaurant operator located in Nevada. 4. Steven Lampe. Steven Lampe has been a Managing Member of Lampe, Conway & Co. LLC, an investment firm specializing in the securities of distressed companies and special situations, since its founding in October 1999. Mr. Lampe has been a Director of a number of public and private companies over that period. Mr. Lampe received a BA degree from Middlebury College and a MBA degree from Harvard University. 5. Fifth Director Section IV.D.2 of the Plan provides that the fifth director of each of the Reorganized Debtors will be the CEO of the Debtors; "provided, however, in the event of an interim CEO, the CEO Director shall be a person acceptable to Wasserstein & Co. and the Requisite Principal Holders." Currently, the Debtors have an interim CEO. As such, the fifth director will be a person acceptable to Wasserstein & Co. and the Requisite Principal Holders. Officers of the Reorganized Debtors The officers of each of the Reorganized Debtors will consist of the following individuals: 1. Kay Hong (Interim CEO). Kay Hong is a Managing Director with Alvarez & Marsal in San Francisco. She specializes in financial analysis and plan development for corporate turnarounds and restructurings. Ms. Hong has been involved in all aspects of the reorganization process, including developing and evaluating business plans, operational restructuring plans and plans of reorganization. She has advised on debt restructurings, negotiated credit agreements and developed cash flow projections and liquidity management plans. Additionally, Ms. Hong has extensive experience in traditional, direct and multichannel retail and has served in interim management and financial advisory roles for both public and privately held companies. Ms. Hong served as an Officer at Spiegel, Inc. and Movie Gallery, Inc. and as a Financial Adviser on several middle market engagements, including Eddie Bauer Holdings, Inc., London Fog Group and the secured lenders of Legacy Estates Group and Oriental Trading Company. Prior to joining A&M, Ms. Hong served as Director of Finance at Teledesic LLC, a satellite telecommunications company, worked in the Equity Research division of Goldman Sachs & Co. and served as a Management Consultant with the San

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Francisco Consulting Group (acquired by KPMG Consulting). Ms. Hong earned a bachelor's degree from Stanford University and a master's degree in business administration from Harvard Business School. She is a member of the Turnaround Management Association (TMA) and the Association of Insolvency and Restructuring Advisors (AIRA) and is a Certified Insolvency and Restructuring Advisor (CIRA). 2. Paul Kosturos (Interim CFO). Paul Kosturos is a Senior Director with the Alvarez & Marsal Private Equity Performance Improvement practice in San Francisco. He specializes in finance and accounting, including interim management positions, SEC reporting, external and internal financial reporting, Sarbanes Oxley compliance including internal controls design and process improvements, shared services processing and ERP system design and implementations. Mr. Kosturos has more than 18 years of experience and has worked in a variety of industries including high-tech, manufacturing, telecommunications, energy, professional services and apparel. He also brings eight years of public accounting experience and he has led various audit and tax compliance departments. Prior to joining Alvarez & Marsal, Mr. Kosturos was the Vice President and Corporate Controller for JDS Uniphase ("JDSU"), a $1+ billion telecommunications company. Prior to joining JDSU, Mr. Kosturos was the Director of Corporate Accounting and Consolidations Group at Calpine Corporation, the largest independent power producer in the country with over $10 billion in revenue. Previously, Mr. Kosturos served as Vice President and Chief Financial Officer of BrightStar Information Technology Group and also as Vice President, Finance and Operations at Quicknet Technologies. Mr. Kosturos earned a bachelor's of science degree in accounting from the California State Polytechnic University in Pomona. He is a Certified Public Accountant (CPA) licensed in the state of California. 3. David Charne (Interim Treasurer). David Charne is a Director with Alvarez & Marsal in San Francisco. He specializes in providing financial and operational restructuring advisory services to distressed companies both in court and outside of bankruptcy. With more than eight years of management consulting and financial restructuring experience, Mr. Charne has assisted clients in developing and evaluating business plans, assessing cash flow and liquidity, preparing for bankruptcy filings, running buyer due diligence processes and implementing financial strategies for corporate turnarounds. In addition, Mr. Charne has significant experience with traditional and multichannel retailers, including general and administrative expense and working capital review, evaluation and rationalization of store portfolios, extensive four-wall store analysis and modeling both in distressed and nondistressed environments. Notable past casework includes serving as an officer of Movie Gallery, Inc., as well as a financial adviser to Eddie Bauer Holdings, Inc. Mr. Charne's other significant clients include Webvan Inc., Kelmscott Communications LLC, Pacific Gas & Electric Company, National Energy & Gas Transmission, Inc., and Vitesse Semiconductor Corporation. Prior to joining Alvarez & Marsal, Mr. Charne worked in the San Francisco office of the Corporate Restructuring Group of a Big Five firm, where he served as an Analyst. He earned his bachelor's degree in business administration from the Warrington College of Business Admission at the University of Florida. He is a Certified Insolvency and Restructuring Advisor (CIRA).

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4. Robert Montgomery (Assistant Restructuring Officer). Robert Montgomery is a Director with Alvarez & Marsal in San Francisco. He specializes in providing financial consulting services related to Chapter 11 bankruptcies, as well as advising the management, boards of directors and shareholders of underperforming and troubled businesses. With more than 10 years of experience in corporate turnaround and restructuring, Mr. Montgomery has had substantial involvement with cash flow management and forecasting, treasury operations, credit negotiations, customer and supplier management, financial planning, and strategic and operational assessments. Mr. Montgomery has worked with clients across a variety of industries, including airline, automotive, construction, gaming and hospitality, manufacturing, retail, steel and telecommunications. Select notable assignments have included American Remanufacturers Inc, Dana Corporation, Eddie Bauer, Federal Mogul, Filene's Basement, Hit or Miss Stores, Kmart, Stone & Webster Engineering, Tropicana Entertainment, United Airlines, Weirton Steel and WorldCom. Mr. Montgomery earned a bachelor's degree in finance from Babson College. He is a Certified Insolvency and Restructuring Advisor (CIRA) and a Certified Turnaround Professional (CTP).

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