IN THE UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF ILLIN9IS C

EASTERN DIVISION

IN RE: HARTMARX SECURITIES ) No . 01 C 7832LITIGATION

} C'o sJudge KocorasMagistrate Judge Schenkier

} DOCKETEDPLAINTIFF'S MOTION FOR PRELIMINARY APPROVAL AND ENTRY OF AUG 2 7 2004

ORDER SCHEDULING SETTLEMENT FAIRNESS HEARIN G

Class Representative Plaintiff, Alpart Trading Company ("Alpart"), by its attorneys ,

respectfully submits this Motion for Preliminary Approval and Entry of an Order Scheduling

Settlement Fairness Hearing.

BRIEF DESCRIPTION OF THE LITIGATION AND THEPROPOSED SETTLEMENT

This is a class action for securities fraud in connection with Defendants ' August 13, 200 1

press release and press releases Defendants issued thereafter related to Defendants' interest in

buying the common stock of Hartmarx Corporation . On January 28, 2002 this Court named

Alpart as Lead Plaintiff and appointed its attorneys, Lasky & Rifkind, Ltd and The Law Offices

of Patrick J . Sherlock, with the attorneys for the plaintiff who filed the first action (Katz,

Randall, Weinberg & Richmond and Kenneth B . Moll & Associates) as Lead Counsel . On

September 18, 2002 this Court granted Alpart's motion for class certification certifying a class o f

purchasers of Hartmarx Corporate Stock during the period August 14, 2001 through October 1 ,

2001 and either sold the stock at a lower price or owned the stock at that time .

After fact discovery, the parties filed extensive memoranda in support of their respectiv e

motions for summary judgment . On November 19, 2003 this Court issued its Memorandum

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Opinion denying the cross motions for summary judgment . Thereafter, the Court assisted th e

parties in a pretrial conference and recommended that the parties settle for $2 million . After

further discussions among counsel and the parties, the parties ultimately agreed to the Court' s

recommendation and have now executed the enclosed Stipulation of Settlement .

In exchange for releases, the settlement provides the defendants will fund a common fun d

in the amount of $2 million. After payment of Court approved attorneys fees and costs, Clas s

Members who submit a timely and complete proof of claim form will receive their pro rata share

of their losses and, depending on the number and size of claims, may receive up to 100% of their

losses .

THE PROPOSED SETTLEMENT IS WITHIN THE APPROPRIATE RANGEFOR APPROVAL

A. The Standard For Preliminary Approval Of Settlement Agreements

Federal Rule of Civil Procedure 23(c) requires that judicial approval must be obtained and

notice must be given to class members before a class action may be dismissed or compromised . See

Fed. R. Civ . P . 23(e) .

District court review of a class action settlement proposal is a two-step process . Cook v.

McCarron, No. 92 C 7042, 1997 U.S. Dist. LEXIS 1090, at *24-25 (N . D . Ill . Jan. 30, 1997);

Armstrong v. Board of School Directors of the City of Milwaukee, 616 F.2d 305, 312 (7th Cir .

1979). First, a preliminary, pre-notification hearing is held to determine whether the proposed

settlement is "within a range of possible approval ."' Id. (quoting Armstrong, 616 F.2d at 314) ; All

'The Manual for Compel Litigation, Third § 304.41 (3d ed . 1995), states :

Approval of a class action settlement involves a two-step process . First, counselsubmits the proposed terms of settlement and the court makes a preliminaryfairness evaluation. In some cases this initial evaluation can be made on the basisof information already known to the court, supplemented as necessary by briefs,motions, or informal presentation by the settling parties .

Bromine Antitrust Plaintiffs v . All Bromine Antitrust Defendants, 203 F.R.D. 403, 416 (S .D. Ind.

2001) (quoting In re General Motors Corp. Engine Interchange Litig ., 594 F.2d 1106, 1124 (7th

Cir. 1979)) . If the district court finds a settlement proposal within this "range," the Court should

direct that the class members be notified of the proposed settlement and of the fairness hearing in

which they and all interested parties are afforded an opportunity to be heard . Id.

The Seventh Circuit has endorsed the concept of a pre-notification determination o f

"probable cause" to proceed with further review of a settlement proposal with notice of the

proposed settlement to the class and subsequent fairness hearing . See Armstrong, 616 F.2d at 314,

n . 13 . "Probable cause" exists in this case . Here, the proposed Settlement will result in a total

recovery of Two Million Dollars ($2,000,000), which net of an award of counsel fees and costs to

Class Counsel as approved by the Court, will be distributed to Class Members . Plaintiff believes

that this is an excellent result for Class Members, particularly given the limited amount of damages

available to the Class (likely in the $4 million-$5 million range on a "best case scenario,")

Defendants' loss causation arguments, and Defendants' contentions that damages suffered by the

Class are significantly lower.

The proposed Settlement satisfies the criteria of Rule 23(e) and, thus, notifying class

members of the proposed settlement and setting a hearing for final approval is appropriate .

B. The Settlement Agreement Is The Result Of Arm's Length Negotiations And IsNot The Product Of Collusion

If the preliminary evaluation of the proposed settlement does not disclose groundsto doubt its fairness or other obvious deficiencies, such as unduly preferentialtreatment if class representatives or of segments of the class, or excessivecompensation for attorneys, and appears to fall within the range of possibleapproval, the court should direct notice under Rule 23(e) be given to the clas s

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There is an initial presumption that a proposed settlement is fair and adequate where, as

here, the proposed settlement is the product of arm's-length negotiations , sufficient discovery has

been taken to allow the pa rties in the Court to act intelligently, and counsel involved are competent

and experienced . See Goldsmith v. Technology Solutions Co., No. 92 C 4374, 1995 U .S . Dist .

LEXIS 15093, at * 10 n.2 (N .D. 111 . Oct . 10, 1995) ; see also Susquehanna Corp . v . Korholz, 84

F.R.D. 316. 321 (N.D. Ill . 1979) ; Boggess v. Hogan, 410 F. Supp. 433, 438 (N.D. Ill . 1975) ;

Newberg on Class Actions, § 11 .41 at 11-88 (3d ed. 1992). A court is entitled to give weight to the

opinion of competent counsel that the settlement was fair, reasonable, and adequately based . See

Isby v. Bayh, 75 F. 3d 1191, 1200 (7th Cir . 1996) ; see also All Bromine Antitrust Plaintiffs, 203

F.R.D. at 416 (counsel's representation that settlement negotiation were "hard fought . Extending

over an eight month period" merited preliminary approval) .

In this case, the proposed settlement is the result of almost three year's worth of litigation

and substantial meaningful discovery to confirm its fairness, and only after a pretrial conference and

several follow up conferences with the Court . The settlement was reached only after cross motions

for summary judgment were denied and only after this Court had the parties in chambers for a

pretrial conference . Counsel on both sides are experienced and thoroughly familiar with the factual

and legal issues . Plaintiff s Counsel urge preliminary approval of the proposed settlement based

upon their knowledge of the strengths and weaknesses of the case, their analysis of the substantial

discovery completed, the likely recovery at trial and on appeal, and all the other factors considered

in evaluating a proposed settlement .

SUBMISSION OF THE SETTLEMENT TO THE CLASS IS APPROPRIATE

Pursuant to the Stipulation, Lead Plaintiff and Defendants recommend to the Court a

members of a formal fairness hearing, at which arguments and evidence be and inopposition to the settlement .

program and form of notice ("Class Notice") substantially in the form designated in the Hearing

Order in Connection with the Settlement .

Rule 23(e) provides that "notice of the proposed dismissal or compromise [of a class action ]

shall be given to all members of the class in such manner as the court directs ." Fed. R. Civ. P. 23(e) .

Lead Plaintiff proposes that notice be given by first class mail to the Class Members who previousl y

were sent notice when this Court certified the Class .

The Notice and the Proof o f Claim and Release will be mailed to all identified Settlement

Class Members . The identities of Settlement Class Members were ascertained in connection with a

subpoena and then follow-up with The Depository Trust Clearing Corporation . Thus, mailed notice

can be handled expeditiously .

Notice provided in this manner is the best notice practicable under the circumstances an d

meet the requirements of Rule 23 and due process . See Eisen v . Carlisle & Jacquelin, 417 U.S . 156,

173-177 (1974) .

DATES TO BE SET BY THE COURT

The following dates remain to be determined by the Court :

A. The date of the Settlement Fairness Hearing . (Hearing Order ¶ 2, page 2) ,

B. The date by which Notice must be mailed to class members (proposed date of 2 0

days from entry of the Hearing Order) . (Hearing Order ¶ 4) .

C. The dates by which Class Members must submit their Objections to the

Settlement or Proofs of Claim . (Hearing Order, ¶¶ 6,7,10) .

D. The date by which Memoranda in connection with the Fairness Hearing

must be filed . (Hearing Order, ¶ 11) .

CONCLUSION

For all the foregoing reasons, Lead Plaintiff respectfully requests that the Court grant the

Motion for Preliminary Approval of the Proposed Class Settlement . Plaintiff's Counsel are

prepared to address scheduling issues at the Court' s convenience.

Dated : August 26, 2004

Respectfully submitted

Alpart Trading Company, individually and on behalf ofall others similarly situated ,

By:One of plai iff' attorneys

Leigh R. LaskyNorman RifkindLasky & Rifkind, Ltd .351 W. HubbardSuite 406Chicago, Illinois 60603(312) 634-005 7

Kenneth B. Mol lKenneth B. Moll & Associates, Ltd.Three First National Plaza, 54`h FloorChicago, Illinois 60602(312) 558-6444

Patrick J . SherlockLaw Office of Patrick J . Sherlock11 South LaSalle StreetSuite 1600Chicago, Illinois 60603(312) 683-557 5

Jeffrey BunnWeinberg & Richmond LL P333 West Wacker Drive, Suite 1800Chicago, Illinois 60606(312) 807-3800

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOI S

IN RE: HARTMARX SECURITIES LITIGATION

Case No. 01 C 7832

Judge Kocoras

Magistrate Judge Schenkier

STIPULATION OF SETTLEMEN T

The Lead Plaintiff, on behalf of itself and as appointed representative of the Class, and

the Defendants, hereby enter into this Stipulation of Settlement (the "Stipulation") pursuant to the term s

and conditions set forth below and subject to the approval of the United States District Court for th e

Northern District of Illinois ("Court") as set forth herein .

Introduction

A. On October 10, 2001 John Olgetree ("Olgetree"), by his counsel, filed a putative clas s

action against the Lincoln Company LLC, The Tom James Company, Spencer Hays, and A . Robert

Abboud ("Defendants") alleging violations of the securities laws by Defendants in connection with an

August 13, 2001 press release and certain subsequent statements made in connection with Defendants '

interest in acquiring Hartmarx Corporation . On November 16, 2001 Alpart Trading Company

("Alpart") filed its complaint, by its counsel, against the same Defendants alleging similar claims in

connection with the press releases . The cases were consolidated under the "In re Hartmarx Securitie s

Litigation" caption .

B . On January 28, 2002, the Court appointed Alpart as Lead Plaintiff in this action and

appointed its attorneys, Lasky & Rifkind, Ltd . and The Law Offices of Patrick J . Sherlock, and

Olgetree's attorneys, Katz Randall Weinberg and Richmond and Kenneth B . Moll & Associates, as Lead

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Counsel ("Lead Counsel" or "Plaintiff's Lead Counsel"). A Consolidated Amended Complaint wa s

filed on January 24, 2002 .

C. On February 15, 2002 Defendants filed a motion to dismiss . On April 18, 2002 this

Court issued its Memorandum Opinion denying Defendants' motion to dismiss Count I (the l Ob- 5

claim) and granting it with respect to counts lI and III (the section 14(e) and common law fraud claims) .

D . On April 25, 2002 Alpart filed its Motion and Memorandum of Law in support of it s

motion for class certification . On September 18, 2002, this Court entered its Memorandum Opinio n

granting Alpart's motion for class certification, but adjusting the proposed definition of the class . In its

Memorandum Opinion, this Court defined the Class ("Class") as :

All individuals or entities who purchased stock in Hartmarx Corporation during theperiod of time commencing with the opening of trading on August 14, 2001 throughand including the close of trading on October 1, 2001, and either sold the stock at alower price than their purchase cost or still own the stock at this time- 1

Plaintiff then mailed a notice, as approved by this Court, to the Class . The class notice informed th e

Class, inter alia, of their right to seek exclusion . No members of the Class requested exclusion .

E. The parties undertook extensive factual discovery and then filed cross motions for

summary judgment . On November 19, 2003 this Court issued its Memorandum Opinion denying th e

parties' cross motions for summary judgment .

F. Lead Plaintiff and its counsel, without conceding any lack of merit of the claims, have

concluded that it is in the best interests of the Class to settle the Class Action on the terms set fort h

herein. In evaluating the Settlement, Lead Plaintiff and its counsel have considered i) the substantia l

financial benefits provided herein for the Class ; ii) the attendant risks of litigation; iii) the expense and

Excluded from the Class are the Defendants, and any affiliate of these persons or entities, any of their orits present or former officers, directors, partners, principals or employees, the members of the immediatefamily of any such persons, and the legal representatives, heirs, successors-in-interest or assigns of anysuch excluded persons or entities .

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length of time necessary to prosecute the Class Actions through trial ; iv) the defenses asserted by and

available to the Defendants both as to liability and damages ; v) the uncertainties of the outcome of this

complex litigation; vi) the fact that resolution, whenever and however determined, would likely be

subject to appellate review, as a consequence of which it might be many years until final adjudication of

the Class Action ; and (g) the desirability of permitting the Settlement to be consummated as provided by

the terms of this Stipulation .

G. The Defendants, while affirmatively and emphatically denying wrongdoing of any kind

whatsoever, and any liability to the certified Class, and without conceding any infirmity in the defenses

asserted or which could be asserted, consider it desirable that the Class Action be settled and dismissed

on the terms set forth herein in order to avoid further expense and distraction and to dispose o f

burdensome and protracted litigation. This Settlement shall in no event be construed or deemed to be

evidence of or an admission or concession on the part of any Settling Defendant with respect to any

claim or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses

that the Defendants have asserted.

H . It is the purpose of this Settlement to finally settle and resolve the Class Action .

NOW THEREFORE, THE PARTIES TO THIS STIPULATION, BY

THEMSELVES OR THROUGH THEIR DULY AUTHORIZED UNDERSIGNED COUNSEL,

INTENDING TO BE LEGALLY BOUND HEREBY, STIPULATE AND AGREE THAT,

SUBJECT TO APPROVAL OF THE FEDERAL COURT PURSUANT TO RULE 23(e) OF THE

FEDERAL RULES OF CIVIL PROCEDURE, THE CLASS ACTION SHALL BE

COMPROMISED AND SETTLED AND DISMISSED WITH PREJUDICE AS AGAINST THE

DEFENDANTS, UPON AND SUBJECT TO THE FOLLOWING AGREED TERMS AND

CONDITIONS .

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Certain Definitions

As used in this Stipulation and related documents attached hereto as exhibits and mad e

part hereof (unless otherwise indicated), and in addition to terms defined elsewhere in this Stipulation ,

the following terms shall have the following meanings :

(a) "Authorized Claimant" shall mean a Claimant who files a timely and vali d

Proof of Claim in accordance with the requirements of the Hearing Order, Notice and paragraph 1 2

of this Stipulation.

(b) "Claimant" shall mean any member of the Settlement Class who files a Proo f

of Claim in connection with this Settlement in such manner and within such time as provided in thi s

Stipulation , or as the Court shall prescribe .

(c) "Class Action" shall mean the consolidated action identified above .

(d) "Class Hearing" or "Hearing" shall mean the hearing to be held by th e

Federal Court as referenced in paragraph 2(b) of this Stipulation .

(e) "Class Notice" or "Notice" shall mean the Notice of Settlement of Clas s

Action And of Settlement Hearing Thereon , in the form annexed as Exhibit I to the Hearing Order.

(f) "Class Members" shall mean the Lead Plaintiff and all members of the Clas s

as defined by this Court's Memorandum Opinion of September 18, 2002, quoted at page 2, above .

(g) "Plaintiffs Lead Counsel" or "Lead Counsel" shall mean the law firms o f

Lasky & Rifkind, Ltd ., The Law Offices of Patrick J . Sherlock, Katz Randall Weinberg and

Richmond (now known as Weinberg Richmond LLP) and Kenneth Moll & Associates .

(h) "Complaint" shall mean the Consolidated Amended Class Action Complain t

served and filed in this case.

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(i) "Settling Defendants" shall mean Lincoln Company, LLC, Tom James

Company, Spencer Hays and A . Robert Abboud, and the respective Related Parties of each of th e

foregoing .

{j) "Effective Date" shall mean the date determined pursuant to paragraph 5 of

this Stipulation.

(k) "Federal Court" or "Court" shall mean the United States District Court fo r

the Northern District of Illinois .

(1) "Final Judgment" shall mean the Order of Final Approval of Settlement an d

Final Judgment of Dismissal to be entered in the Class Action pursuant to paragraph 3 of thi s

Stipulation, identical in all material respects to Exhibit B hereto .

(m) "Hearing Order" shall mean the Order of Preliminary Approval of Settlemen t

and Hearing Order to be entered by the Federal Court pursuant to paragraph 2 of this Stipulation ,

identical in all material respects to Exhibit A annexed hereto .

(n) "Lead Plaintiff' shall mean Alpart Trading Company .

(o) "Net Settlement Fund" shall mean the Settlement Fund less any attorneys '

fees as approved by the Court and any out-of-pocket costs and expenses incurred by Lead Counse l

and/or the Settlement Administrator in maintaining or administering the Settlement Fund,

administering this Settlement, providing Notice, administering the claims process for Clas s

Members, or otherwise incurred by Lead Counsel in the prosecution of this litigation, to the exten t

said out-of-pocket expenses are approved by the Court for payment .

(p) "Person" shall mean any individual, corporation, partnership, limite d

partnership, association, joint stock company, estate, legal representative, trust, unincorporate d

organization, and any other type of legal entity, and their heirs, successors, or assigns .

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(q) "Plan of Distribution" means the terms and procedures for allocating the Net

Settlement Fund among, and distributing the Net Settlement Fund to, Authorized Claimants, as set

forth in the Class Notice .

(r) "Proof of Claim" shall mean the Proof of Claim and Release, substantially in

the form annexed as Exhibit 2 to the Hearing Order .

(s) "Related Parties" shall mean each Defendant's respective predecessors ,

successors and assigns, as well as each Defendant's respective past or present subsidiaries,

divisions, related or affiliated entities, directors, officers, employees, partners, principals, managers,

staff, agents, consultants, independent contractors, underwriters, issuers, insurers, co-insurers,

reinsurers, controlling shareholders, attorneys, accountants, auditors, banks or investment bankers,

advisors, personal or legal representatives, spouses, members of their immediate families, heirs,

associates, and any entity in which a Defendant or Person otherwise constituting a Related Party has

a controlling interest, or any trust of which any Defendant or Person otherwise constituting a

Related Party is the settlor or which is for his or her benefit or that of any member(s) of his/her

family .

(t) "Settled Class Claims" shall mean all actual and potential claims or causes o f

action, whether arising under any state, federal or foreign statute, common law, rule or regulation

that now exists, heretofore existed, or may hereafter exist, whether direct, indirect or derivative, and

whether brought or potentially brought in an individual, representative or any other capacity, and

however denominated, including, without limitation, any "Unknown Claims," or claims as to debts,

suits, rights, rights of action, liabilities, damages, losses, fees, costs, sums of money, accounts,

bonds, bills, covenants, contracts, controversies, agreements, promises, judgments, variances,

executions, demands or obligations of any kind or nature whatsoever, matured or unmatured ,

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accrued or unaccrued, asserted or that might have been asserted, liquidated or unliquidated, absolut e

or contingent, known or unknown, pleaded or unpleaded, suspected or unsuspected, fo r

compensatory damages or any other relief, whether monetary, injunctive, at law or equity, o r

otherwise, that in any way relate to, or are in any way based upon or arise from, or are in any wa y

connected with (i) the claims asserted in the Class Action, (ii) any Class Member's purchase or sal e

of Hartmarx Corporation securities, (iii) any alleged statement, misrepresentation or omission b y

any of the Settling Defendants relating in any way to Hartmarx Corporation, or (iv) any of the acts ,

facts, events, circumstances, matters, claims, transactions, occurrences, omissions, representations ,

misrepresentations, or matter of any kind or nature whatsoever, related to the subject matter s

referred to in, set forth in, or the facts or claims for relief which were or could have been alleged in ,

the Class Action or any proceedings in connection therewith .

(u) "Settlement" shall mean the settlement provided for in this Stipulation .

(v) "Settlement Administrator " shall mean the firm of Lasky & Rifkind , Ltd., or

any other person or entity appointed by the Court, which shall administer the Settlement .

(w) "Class Period" shall mean the period from and including August 14, 200 1

through and including, October 1, 2001 .

(x) "Settlement Fund" shall mean the $2,000,000 (2 million dollars) paymen t

made pursuant to paragraph 1(a) of this Stipulation .

(y) "Defendants' Counsel" means the law firm of Sidley Austin Brown & Woo d

LLP .

(z) "Stipulation of Settlement" or "Stipulation" shall mean this Stipulation of

Settlement, including the exhibits attached hereto .

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(aa) "Unknown Claims" means any Settled Class Claims which the Lead Plaintiff

or any other Class Member does not know or suspect to exist in his, her or its favor at the time o f

the release of the Settling Defendants, including those which if known by him, her or it, might hav e

affected his, her or its decision to settle with and release the Settling Defendants, or might hav e

affected his, her or its decision not to object to this Settlement . Lead Plaintiff and the Clas s

Members expressly waive any and all rights or benefits they may now have, or in the future may

have, under any law relating to the releases of unknown claims, including without limitation

Section 1542 of the California Civil Code, which provides :

A general release does not extend to the claims which the creditor does not know orsuspect exist in his favor at the time of executing the release, which if known by himmust have materially affected his settlement with the debtor .

Lead Plaintiff and each Class Member shall be deemed to have waived any and all provisions ,

rights and benefits conferred by any law of any state or territory of the United States or any foreig n

country, or any principle of common law, which is similar, comparable or equivalent in substanc e

or intent to Section 1542 of the California Civil Code . The Lead Plaintiff and each of the Class

Members acknowledge that they may hereafter discover facts in addition to or different from those

which he, she or it now knows or believes to be true with respect to the subject matter of the Settled

Class Claims, but the Lead Plaintiff and each of the Class Members intend to, and by operation of

the Final Judgment and stipulation of dismissal with prejudice of the Class Actions shall have, fully,

finally, and forever settled and released any and all Settled Class Claims .

The Class Plaintiff and the Defendants, through their duly authorized undersigne d

counsel, stipulate and agree :

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The Settlement Payment

1 . (a) In settlement of the Class Action, the Defendants shall no later than five (5 )

business days after the Effective Date, as defined in paragraph 5, make or cause to be made on thei r

behalf a payment in the amount of $2,000,000, by check payable to , delivered to the

Settlement Administrator approved by the Court.

(b) Defendant's sole obligation shall be to make payment to the Settlemen t

Administrator in accordance with paragraph 1(a) .

Preliminary Court Approva l

2 . Following execution of this Stipulation, the Class Plaintiff and the Defendants shal l

promptly request the Federal Court to enter a Hearing Order identical in all material respects to tha t

annexed hereto as Exhibit A, including establishing a date for a hearing to approve the Settlement of thi s

Class Action pursuant to this Stipulation and for the entry of Final Judgment identical in all material

respects to the form of Exhibit B attached hereto . The Hearing Order shall provide, among other things ,

for the following :

(a) for preliminary approval of the Settlement as set forth in this Stipulation as

fair, reasonable and in the best interests of the Class, subject to the Hearing ;

(b) scheduling of the Hearing to consider (i) any objection to the Settlement an d

the fairness, reasonableness and adequacy of and the granting of final approval of the propose d

Settlement, and (ii) the application by Class Plaintiffs Lead Counsel for an award of attorneys' fees ,

costs and disbursements, along with any objections thereto;

(c) directing that the Class Notice and Proof of Claim and Release Form

substantially in the form annexed to the Hearing Order as Exhibits 1 and 2 be mailed to all Class

Members whose names and addresses were previously obtained by Lead Counsel ;

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(d) finding that mailing pursuant to paragraph 2(c) above constitutes the best

notice practicable under the circumstances, constitutes due and sufficient notice of the matters set fort h

in the Class Notice to all persons entitled to receive notice, and fully satisfies the requirements of du e

process and of Rule 23 of the Federal Rules of Civil Procedure ;

(e) providing that prior to or at the Hearing, the Settlement Administrator shal l

file with the Court an appropriate affidavit with respect to preparing and mailing the Class Notice, an d

the Proof of Claim and Release as defined herein;

(f) providing that any objections to the Settlement, the allocation of the

Settlement Fund or the application for attorneys' fees shall be heard, and any papers submitted in

support of said objections shall be received and considered by the Court at the Hearing, only if person s

making objections file notice of their intention to appear, and file copies of such papers as they propos e

to submit, with the clerk of the Court at least fourteen (14) days prior to the Hearing, and, on or befor e

such date, serve such papers upon both Class Plaintiff's Lead Counsel and the Defendants' Counse l

(unless, in its discretion, the Federal Court shall direct otherwise) ;

(g) providing that the Hearing may, from time to time and without further notic e

to Class Members, be continued or adjourned by order of the Federal Court ; and

(h) providing that pending final determination of whether the Settlement

contained in this Stipulation shall be approved, neither the Lead Plaintiff nor any other Class Member ,

either directly, indirectly, representatively or in any other capacity, shall continue, commence o r

prosecute or voluntarily facilitate the prosecution of any claims based upon or otherwise related to th e

Settled Class Claims .

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Final Judgment To Be Entered

The parties to this Stipulation agree to the entry of a Final Judgment identical in al l

material respects to the form of Exhibit B attached hereto . The Final Judgment shall, inter alia , include

provisions which :

(a) Approve the Settlement set forth in this Stipulation as fair, reasonable ,

adequate and in the best interests of the Class, in accordance with Rule 23 of the Federal Rules of Civi l

Procedure, and direct consummation of the Settlement in accordance with the terms and provisions o f

this Stipulation ;

(b) Fully and finally dismiss the Class Action against the Defendants with

prejudice and on the merits without costs to the Class Plaintiff or the Defendants consistent with th e

terms of this Stipulation of Settlement ;

(c) Adjudge that each and every Class Member has fully, finally and foreve r

released and discharged the Settling Defendants from, and permanently bar and enjoin the Class

Members from asserting directly or indirectly against the Settling Defendants, any and all of the Settle d

Class Claims ;

(d) Bar and permanently enjoin all Class Members from instituting, asserting or

prosecuting, either directly, representatively, derivatively or in any other capacity, any and all claim s

which the Class Members, or any of them, had or have against the Settling Defendants, arising out of,

based upon or otherwise related to the Settled Class Claims ;

(e) Provide that the form and manner of Notice given to Class Members fairl y

and adequately informed the Class Members, and constituted valid, due and sufficient notice to all Clas s

Members of the Settlement and of their opportunity to object, complying fully with Rule 23 of th e

Federal Rules of Civil Procedure, the Private Securities Litigation Reform Act, and due process ;

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(f) Permanently bar all future claims for contribution arising out of the Clas s

Action (i) by any person against each of the Defendants, and (ii) by each of the Defendants against an y

other person (other than a Settling Defendant who is not a Defendant herein) ; and

(g) Reserve jurisdiction over : (i) implementation of this Settlement an d

distribution to Authorized Claimants ; (ii) any other disposition of or payments from the Settlement

Fund; (iii) the Class Members and all undersigned parties, for purposes of enforcing the Final Judgmen t

and the Stipulation and Settlement .

4. In addition to such effect as the Final Judgment shall have under law, each and ever y

Class Member shall be deemed as of the Effective Date to have, and by operation of law shall have ,

fully, finally and forever released, relinquished and discharged all Settled Class Claims against each o f

the Settling Defendants, including such Settled Class Claims as already may have been asserted in an y

pending actions, arbitrations or other proceedings, whether or not such Class Member executes an d

delivers a Proof of Claim and Release. Thereafter each Class Member's only claims shall be to enforce

the terms of the Settlement or the Final Judgment .

Effective Dat e

5. (a) The Effective Date means the date on which all of the following precondition s

are satisfied, unless the preconditions are expressly waived in writing by the Defendants : (i) the Final

Judgment, in a form in all material respects the same as Exhibit B, has been entered by the Federal

Court; (ii) the applicable period to file all appeals from the Final Judgment has expired without the filing

of any appeals ; and (iii) in the event of any appeal, an order has been entered dismissing the appeal or

affirming the appealed Final Judgment, and any time period for further appeal, including a petition for

writ of certiorari, has expired .

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(b) The Effective Date shall not be delayed if an appeal is taken from or revie w

is sought of the Final Judgment, provided such appeal or petition for review solely challenges (i) any

award of Lead Counsel's attorneys' fees or expenses ; (ii) any allocation of awarded attorneys' fees and

expenses among Lead Counsel ; and/or (iii) the allocation, expenditure or distribution of the Settlemen t

Fund, including any allocation among Class Members .

Release

6. As of the Effective Date, Lead Plaintiff and each Class Member shall, by operation of th e

Final Judgment, have fully, finally, and forever released , relinquished and discharged all Settled Clas s

Claims against each of the Settling Defendants . All Class Members shall be bound by this release.

Termination Of Stipulation

7 . The Settlement and Stipulation shall be terminated and shall be null and void (except a s

to paragraphs 8 and 15) in the event of any of the following :

(a) The Court does not enter the Hearing Order preliminarily approving the

Settlement in the form attached hereto as Exhibit A, or modifies the Hearing Order in a material way no t

consented to in writing by all signatories hereto ;

(b) The Court declines to enter the Final Judgment in the form attached hereto a s

Exhibit B, or fails to do so by March 1, 2005, or modifies the Final Judgment in a material way not

consented to in writing by all signatories hereto ; or

(c) The Final Judgment is reversed or vacated on appeal, or is modified o n

appeal in any material respect .

8 . If the Settlement is terminated for any reason permitted herein, then the parties to thi s

Stipulation shall be deemed to have reverted to their respective status in the Class Action as of the dat e

and time immediately prior to the execution of this Stipulation ,

-13-

Administration

9. (a) The Settlement Administrator's responsibilities shall consist of : reviewin g

and processing claims submitted by Class Members ; preparing affidavits as required by the Court ;

administering, maintaining and investing the Settlement Fund, including in accordance with any Court

orders; maintaining accurate records of all expenditures made from and/or income received on the

Settlement Fund ; and any other duties normally undertaken by a claims administrator in a class action .

Neither Defendants nor Defendants' counsel shall have any responsibility for or oversight of the work of

the Settlement Administrator .

(b) At the conclusion of the claims administration process , but not before the

Effective Date, Lead Plaintiff and Lead Counsel will seek approval of the Court to have the Settlemen t

Administrator distribute to Authorized Claimants, in accordance with the Plan of Distribution, from th e

Settlement Fund .

(c} If the Net Settlement Fund has monies remaining after payment of attorneys '

fees and expenses and payments to Class Members under the Plan of Distribution, then the Settlemen t

Administrator may apply to the Court, on notice to Defense counsel, for payments for service s

performed in connection with the administration of the Settlement, which fees will be payable out of the

Settlement Fund .

10 . All funds held by the Settlement Administrator pursuant to this Stipulation shall b e

deemed and considered to be in legal custody of the Federal Court . Such funds shall be distributed onl y

upon application to the Federal Court by Class Plaintiffs Lead Counsel, with notice to counsel for al l

parties , and upon the further order of the Federal Court .

11 . In order to receive a distribution from the Settlement Fund, a Class Member must file a

Proof of Claim in the form attached to the Hearing Order or in such form as is otherwise approved by

the Court. Defendants and Defendants' Counsel shall have no role in or responsibility for the form,

-14-

substance, manner or method of administration or distribution of the Settlement Fund to Class Members .

Defendants and Defendants' Counsel shall have no responsibility or liability for the administration or

processing of claims or the allocation of the Settlement Fund .

Attorneys' Fees and Expenses

12 . At or before the Hearing, Lead Counsel may apply to the Federal Court for a collection

award from the Settlement Fund of attorneys' fees in a total amount not to exceed 40% of the Settlement

Fund along with expenses incurred to that date, and may also apply for reimbursement after the

Effective Date from the Net Settlement Fund of out-of-pocket costs and disbursements incurred up to

the date of application by Lead Counsel or the Settlement Administrator (the "Fee and Expense

Application") . Unless requested by the Court, the Defendants will not take any position with respect to

the Fee and Expense Application. All fees and expenses awarded by the Court will be payable solely

from the Settlement Fund or Net Settlement Fund and Defendants shall have no responsibility for such

payments . Any order, judgment or proceedings relating to the Fee and Expense Application, or any

appeal from such an order or judgment, is not a material term of the Settlement and shall not operate t o

terminate or cancel the Stipulation or Settlement, or effect or delay the finality of the Final Judgment, or

effect or delay the Effective Date . Neither a modification not reversal on appeal of any award of fees or

expenses or any incentive payment, to Lead Plaintiff or Lead Counsel, shall constitute grounds fo r

cancellation or termination of this Stipulation .

13. Lead Counsel may request that Court awarded portions of the Fee and Expense

Application be paid from the Settlement Fund immediately after the Effective Date, notwithstanding any

appeal that may be taken or pending pertaining to the Fee and Expense Application . Lead Counsel shall

be jointly and severally obligated to make appropriate refunds or repayments to the Settlement Fund if

and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack,

the Fee and Expense Application award is reduced or reversed .

-15-

Miscellaneous

14. This Stipulation and the Settlement are not a concession or admission of wrongdoing o r

liability by any Person , and shall not be used or construed as an admission of any fault, omission,

liability or wrongdoing on the part of any party hereto . Neither this Stipulation, nor the exhibits hereto ,

nor the fact of settlement, nor any settlement negotiations or discussions, nor the Final Judgment entered

as provided above, nor any related document shall be offered or received in evidence for any purpose,

including but not limited to as an admission, concession, presumption or inference against any party

hereto in any proceeding other than such a proceeding as may be necessary to consummate or enforce

this Stipulation and the Settlement .

15 . All counsel and any other person executing this Stipulation warrant and represent tha t

they have the full authority to do so .

16. All parties agree to use their best efforts to obtain all approvals necessary and to promptly

do all things reasonably necessary or helpful to effectuate the Stipulation according to its terms .

17. This Stipulation shall be governed and interpreted in accordance with the laws of th e

State of Illinois .

18. In the event of any dispute or disagreement with respect to the meaning, effect, o r

interpretation of the Stipulation or any attached Exhibit, or in the event of a claimed breach of the

Stipulation or Settlement documents, the parties hereto agree that such dispute will be adjudicated onl y

in the Federal Court or as the parties hereto unanimously otherwise agree .

19. This Stipulation, together with its attached exhibits, represent the entire agreemen t

between the parties hereto, supersede any prior agreements or understandings between the parties wit h

respect to the subject matter hereof, and shall not be amended or modified unless in writing, signed by

all parties to this Stipulation .

-16-

20. This Stipulation may be executed in one or more actual or telecopied counterparts, all o f

which together shall be one and the same instrument and all of which shall be considered duplicate

originals . This Stipulation shall become effective and binding only after execution by all pa rties .

21 . This Stipulation shall be binding upon and inure to the benefit of the parties hereto an d

their respective heirs, executors, administrators, legal representatives, predecessors, successors, affiliate s

and assigns, and upon any corporation or other entity into or with which any party hereto may merge or

consolidate .

22. The exhibits attached to this Stipulation are incorporated in and constitute an integral par t

of this Stipulation .

-17-

Limited Retention of Jurisdictio n

23 . The Court shall retain jurisdiction with respect to implementation and enforcement of th e

terms of the Stipulation, including the allowance, disallowance, or adjustment of the Proof of Clai m

submitted by any Class Member .

Respectfully Submitted,

The Lincoln Company LLC

By :

Respectfully Submitted,

Alpart Trading Company

By: ~J' nn::~ 4A L'fLLOne o fits attorn s

The Tom James Company

By:

Spencer Hays

A. Robert Abboud

Leigh LaskyNorman RifkindAmelia S . NewtonLASKY & RIFKIND, LTD .351 W. Hubbard , Suite 406.Chicago , Illinois 6061 0

Patrick J . SherlockThe Law Offices of Patrick J . Sherlock11 S . LaSalle, Suite 1600Chicago, Illinois 60603

Jeffrey BunnWEINBERG RICHMOND LLP333 West Wacker Drive , Suite 1800Chicago , Illinois 60606

Kenneth B. Mol lKENNETH B. MOLL & ASSOCIATES70 W. Madison Street , 54th FloorChicago, Il linois 60602

Defendants Counsel for Class Plaintiff and the Clas s

C}{I 2990236v2

-18-

Limited Retention of Jurisdictio n

23 . The Court shall retain jurisdiction with respect to implementation and enforcement of the

terms of the Stipulation, including the allowance, disallowance, or adjustment of the Proof of Clai m

submitted by any Class Member .

Respectfully Submitted ,

The Lincoln Company LLC

By: Pr-

Respectfully Submitted,

Alpart Trading Compan y

By :

The Tom James Company

By :

Spencer Hays

A . Robert Abboud

Defendant s

CHI 2990236v2

One of its attorney s

Leigh LaskyNorman RifkindAmelia S . NewtonLASKY & RIFKIND, LTD .351 W. Hubbard, Suite 406 .Chicago, Illinois 6061 0

Patrick J . SherlockThe Law Offices of Patrick J . SherlockI I S. LaSalle, Suite 1600Chicago, Illinois 6060 3

Jeffrey BunnWEINBERG RICHMOND LLP333 West Wacker Drive, Suite 1800Chicago, Illinois 60606

Kenneth B . Mol lKENNETH B . MOLL & ASSOCIATES70 W . Madison Street, 54th FloorChicago, Illinois 6060 2

Counsel for Class Plaintiff and the Clas s

-18-

ii-OP125/2004 15 :03 8476390233 ARACO PACE 02I52

Limited Retention ofJurisdiction

23 . The Court shall retain jurisdiction with respect to implementation and enforcement of the

terms of the Stipulation, inc[uding the allowance, disallowance, or adjustment of the Proof of Claim

submitted by any Class Member.

Respectfully Submitted,

The Lincoln Company LLC

By:

The Tom James Company

By , ~~ -- - -

Spencer Hay s

A. Robert Abboud

Respectfully Submitted ,

Alpart Trading Company

By :One of its attorneys

Leigh LaskyNorman RifkindAmelia S . NewtonLASKY & RIFK1 D, LTD .351 W. Hubbard, Suite 406 .Chicago, Illinois 60610

Patrick J . SherlockThe Law Offices of Patrick J. SherlockI1 S . LaSalle, Suite 1600Chicago, Illinois 60603

Jeffrey BunnWEINBERO RICHMOND LLP333 West Wacker Drive, Suite 1800Chicago, Illinois 6060 6

Kenneth B . Mol lKENNETH B . MOLL & ASSOCIATES70 W, Madison Street, 54th FloorChicago, Illinois 60602

Defendants

CHI 299v236'

Counsel for Class Plaintiff and the Class

-18-

IN THE UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF ILLINOI S

EASTERN DIVISION

IN RE: HARTMARX SECURITIES LITIGATION

Case No. 01 C 7832

Judge Kocoras

Magistrate Judge Schenkie r

HEARING ORDER IN CONNECTION WITH SETTLEMEN T

Upon consideration and review of the Stipulation of Settlement dated July , 2004 (th e

"Stipulation"), executed on behalf of the Plaintiff and the Class and on behalf of the Defendant s

Lincoln Company LLC, The Tom James Company, Spencer Hays , and A. Robert Abboud, and

upon consideration of all prior proceedings in this case, the Court hereby preliminarily approves

the proposed Stipulation in this action for the purpose of scheduling a settlement fairnes s

Hearing to determine whether the Settlement is fair, reasonable, adequate and in the best interest s

of the Class, to consider any objections to the Settlement, and to adjudicate an application b y

Lead Counsel for an award of attorneys' fees, costs and disbursements , and further ORDER S

AND DECREES as follows :

1 . The terms that are capitalized herein shall have the meaning ascribed to thos e

terms in the Stipulation, unless otherwise defined herein .

2 . The Settlement set forth in the Stipulation is preliminarily approved as fair ,

reasonable and adequate for the purpose of sending Notice to the Class of the Hearing pursuan t

to Rule 23 (e) of the Federal Rules of Civil Procedure . Such Hearing is hereby scheduled to be

EXHIBIT

A

held before the Court on 2004, at _V____ m., in Room at 219 South Dearborn

Street, Chicago, Illinois, for the following purposes :

(a) to consider any objections to the proposed Settlement and to determin e

whether the proposed Settlement is fair, reasonable, adequate and in the best interests of th e

Class and should be approved by the Court ;

(b) to determine whether the Order and Final Judgment as provided under the

Stipulation should be entered, dismissing the Consolidated Amended Complaint filed herein, o n

the merits and with prejudice as to the Defendants ;

(c) to determine whether the Plan of Allocation proposed by Lead Counsel fo r

the proceeds of the Settlement is fair and reasonable, and in the best interests of the Class an d

should be approved by the Court;

(d) to consider Lead Counsel's application for an award of Attorneys' Fee s

and Expenses; and

(e) to rule upon such other matters as the Court may deem appropriate .

The Notice of Pendency and Proposed Settlement of Class Action and Settlemen t

Hearing Thereon (the "Notice") substantially in the form attached hereto as Exhibit 1 and the

Proof of Claim and Release substantially in the form attached hereto as Exhibit 2, are hereb y

approved. The Notice and the manner of giving notice , as set fo rth below, comply with th e

requirements of Rule 23(e) of the Federal Rules of Civil Procedure, the Private Securitie s

Litigation Reform Act and due process , are the best notice practicable under the circumstances ,

and shall constitute due and sufficient notice to all persons entitled thereto .

4 . Plaintiffs Lead Counsel shall cause the Notice and Proof of Claim, substantially

in the form annexed hereto, to be mailed, by first class mail, postage prepaid, not later than 2 0

-2-

days from the date hereof, to all Class Members who can be identified with reasonable effort by

Plaintiff's Lead Counsel . Plaintiff's Lead Counsel shall use reasonable efforts to give notice to

nominee owners such as brokerage firms and other persons or entities who purchased shares of

Hartmarx common stock during the Class Period as record owners but not as beneficial owners .

Such nominee purchasers are directed to forward within seven (7) business days of receipt of the

Notice and Proof of Claim copies of those documents to their beneficial owners or to provide

Plaintiff's Lead Counsel with lists of the names and addresses of the beneficial owners, and

Plaintiff's Lead Counsel is ordered to send the Notice and Proof of Claim promptly to such

beneficial owners, Additional copies of the Notice and Proof of Claim shall be made available to

any record holder requesting such for the purpose of distribution to beneficial owners, and such

record holders shall be reimbursed from the Settlement Fund, for the reasonable expense actuall y

incurred in sending the Notice and Proof of Claim to beneficial owners, if such expense requests

are received by Plaintiff's Lead Counsel with proper documentation prior to making distributions

to the Class . Plaintiff's Lead Counsel shall, at or before the Hearing, file with the Court proof of

mailing of the Notice and Proof of Claim .

5 . This Court reserves the right to adjourn the final approval Hearing, or any

adjournment thereof, without any further notice other than an announcement at or in advance of

the Hearing or any adjournment thereof. The Court further reserves the right to approve the

proposed Settlement with modifications, if any, as may be agreed upon by the parties and

without further notice to Class Members .

6. Any Class Member may appear at the Hearing in person, or through duly

authorized counsel of his, her or its choice, and show cause, if any, why the proposed Settlement

is not fair, reasonable and adequate, why the Final Judgment contemplated by the Settlemen t

-3-

should not be entered, why the Plan of Distribution should not be approved, and/or why the

application for attorneys' fees and reimbursement of expenses, should not be approved .

However, no such Person will be heard and no papers or briefs will be considered in opposition

to the proposed Settlement, entry of judgment or award of attorneys' fees, unless that Person has

filed the following documents with the Clerk of this Court, no later than fourteen (14) days prior

to the Final Approval Hearing, showing due proof of service, by hand or by first class mail,

postage prepaid, on Lead Counsel and on the Defendants' Counsel as designated in the Notice : a

written objection, any supporting memoranda or other papers and information, and a written

statement signed by the objector and setting forth (a) the name, address, and telephone number of

the objector; (b) providing any documents the objector wishes to submit in support of the

objection; and (c) providing proof of membership in the Class in the form of broker's

confirmation slips, broker account statements, an authorized statement from a broker containing

the transactional information found in a broker's confirmation slip, or other documents

evidencing that the objector is a Class Member . Unless otherwise ordered by this Court, any

Class Member who does not make timely objection in the manner provided shall be deemed to

have waived such objection and shall forever by foreclosed from making any objection to the

fairness, reasonableness or adequacy of the proposed Settlement, to the entry of the Final

Judgment contemplated by the Settlement, or to the award of attorneys' fees and reimbursement

of expenses of Lead Counsel .

7 . Any Class Member who wishes monetarily to participate in the Settlement must

submit a properly competed and duly executed Proof of Claim and Release in the form attached

hereto as Exhibit 2 . All such claims must be postmarked by , 2004 and received

by , 2004, and must be sent to the address specified in the Proof of Claim and Release .

-4-

8. Each Class Member, by filing a claim, shall submit himself, herself or itself to the

jurisdiction of this Court for purposes of this action and shall subject his, her or its claims to

investigation and inquiry as to his, her or its status as a claimant and the allowable amount of his ,

her or its claim .

9 . Pending the final determination of the fairness, reasonableness and adequacy o f

the proposed Settlement, no Class Member may institute or commence any Settled Class Claims

against the Settling Defendants . Discovery and all other pretrial proceedings with respect to th e

Defendants are hereby stayed until further order of the Federal Court .

10. In order to be entitled to participate in the distribution of the Net Settlement Fund ,

in the event the Settlement is effected in accordance with all of the terms and conditions thereof,

each Class member shall take the following actions and be subject to the following conditions :

(a) A properly executed Proof of Claim (the "Proof of Claim"), substantiall y

in the form attached hereto as Exhibit 2, must be submitted to the Claims Administrator, at th e

address indicated in the Notice, not later than _ , 2004 . Such deadlin e

may be further extended by Court Order . Each Proof of Claim shall be deemed to have bee n

submitted when postmarked (if properly addressed and mailed by first class mail, postage

prepaid) provided such Proof of Claim is actually received no later than ten (10) days after the

final date for submission of Proofs of Claim . Any Proof of Claim submitted in any other manner

shall be deemed to have been submitted when it was actually received at the address designated

in the Notice .

(b) Proof of Claim fi led by each Class Member must satisfy the following

conditions : (i) it must be properly filled out, signed and submitted in a timely manner i n

accordance with the provisions of the preceding subparagraph ; (ii) it must be accompanied by

-5-

adequate supporting documentation for the transactions reported therein , in the form of broker

confirmation slips, broker account statements , an authorized statement from the broker

containing the transactional information found in a broker confirmation slip, or such other

documentation as is deemed adequate by Plaintiff's Lead Counsel ; (iii) if the person executing

the Proof of Claim is acting in a representative capacity, a certification of his current authority t o

act on behalf of the Class Member must be included in the Proof of Claim, and (iv) the Proof o f

Claim must be complete and contain no material deletions or modifications of any of the printed

matter contained therein. As part of the Proof of Claim, each Class Member shall submit to th e

jurisdiction of the Court with respect to the claim submitted, and shall (subject to effectuation of

the Settlement) release all claims as provided in the Stipulation as of the Effective Date .

11 . Memoranda from Lead Plaintiff and Lead Counsel or Defendants in support of the

Settlement and any attorneys' fees and expenses application, and in response to any objection s

received, must be filed by

Charles P . KocorasUnited States District Court Judg e

CSI 2990217v1

-6-

EXHIBIT 1

UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

IN RE : HARTMARX SECURITIES )LITIGATION )

Case No . 01 C 7832

Judge Kocoras

Magistrate Judge Schenkier

NOTICE OF SETTLEMENT ANDPROOF OF CLAIM AND RELEAS E

TO: ALL INDIVIDUALS OR ENTITIES WHO PURCHASED STOCK IN HARTMARXCORPORATION DURING THE PERIOD OF TIME COMMENCING WITH THE OPENINGOF TRADING ON AUGUST 14, 2001 THROUGH AND INCLUDING THE CLOSE OFTRADING ON OCTOBER 1, 2001, AND EITHER SOLD THE STOCK AT A LOWER PRICETHAN THEIR PURCHASE COST OR STILL OWNED THE STOCK AS OF OCTOBER 1,2001 ("CLASS MEMBERS") .

PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE RELATES TO APROPOSED SETTLEMENT OF A CLASS ACTION AND CONTAINS IMPORTANTINFORMATION AS TO YOUR RIGHTS . YOU ARE A CLASS MEMBER AND YOUMAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT .THERE IS A DEADLINE FOR SUBMISSION. YOU MAY ALSO OBJECT TO THESETTLEMENT, IN WHOLE OR IN PART, AND YOU MAY OBJECT TO CLASSCOUNSEL'S REQUEST FOR ATTORNEYS' FEES AND EXPENSES .

EXCLUDED FROM THE CLASS ARE THE DEFENDANTS, AND ANY OF THEIRAFFILIATES, ANY OF THEIR PRESENT OR FORMER OFFICERS, DIRECTORS,PARTNERS, PRINCIPALS OR EMPLOYEES, THE MEMBERS OF THE IMMEDIATEFAMILY OF ANY SUCH PERSON, AND THE LEGAL REPRESENTATIVES, HEIRS,SUCCESSORS-IN-INTEREST OR ASSIGNS OF ANY SUCH EXCLUDED PERSONS ORENTITIES.

IF YOU ARE A CLASS MEMBER, IN ORDER TO BE ELIGIBLE FOR ANYSETTLEMENT BENEFITS, YOU MUST COMPLETE AND SIGN THE ATTACHEDPROOF OF CLAIM AND RELEASE AND MAIL IT BY FIRST CLASS MAIL,POSTMARKED NO LATER THAN , 2004 TO THESETTLEMENT ADMINISTRATOR AT THE FOLLOWING ADDRESS :

Lasky & Rifkind, Ltd ., 3 51 W. Hubbard, Suite 406, Chicago , IL 60610

FAILURE TO SUBMIT YOUR PROOF OF CLAIM AND RELEASE B Y, 2004 MAY SUBJECT YOUR PROOF OF CLAIM TO

REJECTION AND PRECLUDE YOUR RECEIVING ANY MONEY INCONNECTION WITH THE SETTLEMENT . DO NOT MAIL OR DELIVER YOURCLAIM TO THE COURT . ANY SUCH CLAIM WILL BE DEEMED NOT TO HAVEBEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE ABOVE ADDRESS .YOU WILL BEAR ALL RISKS OF DELAY OR NON-DELIVERY OF YOUR CLAIM .IF THE SETTLEMENT IS APPROVED, YOU WILL BE BARRED BY THE TERMSOF THE RELEASE EVEN IF YOU DO NOT FILE A PROOF OF CLAIM .

IN ORDER TO OBJECT TO THE SETTLEMENT, IN WHOLE OR IN PART,INCLUDING OBJECTION TO THE REQUEST BY CLASS COUNSEL FORATTORNEYS' FEES, YOU MUST FOLLOW THE INSTRUCTIONS BELOW ANDMAKE A TIMELY FILING OF YOUR OBJECTION WITH THE COURT .

1 . In June 2003 you were sent notice of this class action and given an opportunity toexclude yourself from this case . No Class Member excluded himself/herself/itself and the partieshave now reached a settlement in the gross amount of $2 million . The purpose of this Notice ofSettlement and Proof of Claim and release form is (i) to provide you with the opportunity toreceive your pro rata share of the Net Settlement Fund by completing the attached Proof ofClaim and release form completely, and (ii) to inform you of your right to object to any portionof the Settlement and appear at the final Hearing -- see below for those instructions . As you mayrecall from the prior notice sent to you in this action, the class representative alleges thatDefendants committed securities fraud in an August 13, 2001 press release and certainsubsequent statements made in connection with Defendants' interest in acquiring HartmarxCorporation. Defendants deny their liability .

2. The Stipulation of Settlement is on file with the Clerk of Court and may bereviewed by you . Capitalized terms in this Notice have the same meaning as in the Stipulation .

3 . Class Recovery: The proposed Settlement is in a gross amount of $2,000,000 .Any attorneys' fees and expenses awarded by the Court shall be subtracted from the grossamount prior to distribution . The $2,000,000 gross amount is approximately $ .50 per share, foreach share held by the Class .

4 . Potential Outcome : The Plaintiff and Defendants do not agree on the averageamount of damages per share that could be recoverable if the Class prevailed on its claims . Theparties have a fundamental disagreement on the appropriate economic model for assessing anydamages. Plaintiff contends that the maximum recovery would be approximately $1 .70 per sharefor those Class Members who purchased at the high trade price during the Class Period . Themaximum recovery for purchases at lower trading prices would be less . Defendants dispute thatany damages could be recovered, and alternatively argue that the amount by which Hartmarxshares were artificially inflated as a result of any claimed misrepresentation or omission byDefendants during the Class Period was minimal, at best, and that any artificial inflation was notconstant through the Class Period, but diminished from a minimal amount to nothing over thatperiod .

2

5 . Attorneys Fees : Class counsel will seek fees of 40% of the $2,000,000 grosssettlement fund, plus reimbursement for expenses .

6 . Class Representation : Class members may contact Norman Rifkind at Lasky &Rifkind, Ltd., 351 W . Hubbard, Suite 406, Chicago, IL 60610, or (312-634-0057) . Mr. Rifkindwill answer any questions you have concerning the Notice or the Settlement .

7 . Reason for Settlement: Lead Plaintiff and Lead Counsel believe that theSettlement is fair, reasonable and adequate for Class Members, and in the best interests of theClass. They have reached this decision based upon a consideration of the uncertainty ofoutcome, both as to liability and damages and the immediate recovery available for the Classopposed to the delay and expense of securing any final resolution through continued litigation .

8 . Directions to Nominees : Nominee purchasers who hold Hartmarx stock as recordowners but not as beneficial owners shall forward this Notice and Proof of Claim to thebeneficial owners within seven days of receipt, or shall provide names and addresses of suchbeneficial owners to Plaintiffs' Counsel within seven days of receipt . Nominee owners mayrequest reimbursement, through Plaintiffs' Counsel, of reasonable expenses incurred in sendingthe Notice and Proof of Claim to beneficial owners .

HOW TO OBJECT AND/OR APPEA R

Objections : You may object to part or all of the Settlement, and/or to the request by ClassCounsel for an award of attorneys' fees and expenses . To make such objections, you must fileyour objection with the Clerk of the Court, 219 S. Dearborn St ., Chicago, IL 60604 on or before

and send a copy to :

Norman RifkindLasky & Rifkind, Ltd.351 W. Hubbard, Suite 406Chicago, IL 60610

David B . JohnsonSidley Austin Brown & Wood

and Bank One Plaza10 S. Dearborn StreetChicago, IL 60603Counsel for Defendants

To be valid each objection must (a) state the caption of the case listed at page 1 ; (b) set forth theClass Member's full name, address, and telephone number ; (c) provide documentation ofmembership in the Class as required for purposes of submitting a Proof of Claim (see infra) ;(d) state that the Class Member objects to the Settlement, in whole or in part, and/or to theattorneys' fee request, in whole or in part ; (e) set forth a statement of the legal and factual basisfor the objection, and (f) provide copies of any documents that the objector wishes to submit insupport of the objection .

Requests to Appear or Intervene : You also have the right to appear at the final Hearing to beheard by the Court, or to seek to intervene in the case . Any Class Member who wishes to appearat the final Hearing, whether personally or through a lawyer, must file a notice of appearancewith the Clerk of the Court, 219 S . Dearborn St ., Chicago, IL 60604 on or beforeThe notice of appearance must be served on Class Counsel and on Defendants' counsel at theaddress set forth above . It is not necessary for you to appear at the Hearing . Any Class Memberwho wants to intervene in the lawsuit must file an appropriate motion to intervene, and allsupporting pleadings, on or before . Any motion to intervene must also be served onPlaintiff's counsel and Defendants' counsel at the address above . Any Class Member who doesnot file objections in the time and manner described above is forever foreclosed from makingany objection to such matters in the event the settlement is approved . Any Class Member whodoes not file and serve a notice of appearance will be prohibited from speaking at the finalHearing concerning the Settlement . Any Class Member who does not file a motion to intervenein the time and manner described above is forever foreclosed from seeking intervention in thelawsuit . Should you have any questions, please contact Norman Rifkind by phone at (312-634-0057) .

HOW TO MAKE A CLAIM

8 . If you wish to take part in the Settlement, you will need to (a) complete theClaimant Information; (b) complete and sign the Release and Certification ; and (c) mail them tothe Settlement Administrator at the address above . If the Settlement is approved by the Court,after payment of Court awarded attorneys fees and expenses, eligible class members will receivetheir pro rata share of the balance of the net settlement fund in proportion of each class member'sloss to the total losses suffered by eligible class members (up to 100% of the class member'srecovery) . In no event will class members receive more than their losses .

9 . A purchase or sale of shares of the Hartmarx common stock shall be deemed tohave occurred on the "contract" or "trade" date as opposed to the "settlement" or "payment"date.

10. Brokerage commissions paid by you in connection with your purchase and sale ofshares of the Hartmarx common stock should not be included in computing the "total purchaseprice" and should be deducted in computing the "total sales price ."

11 . Photocopies of brokers' confirmation slips, broker account statements, anauthorized statement from the broker containing the transactional information found in a brokers'confirmation slip or other documentation establishing your transactions in Hartmarx commonstock must be attached to your claim . Failure to provide this documentation will result in therejection of your claim. (THESE DOCUMENTS ARE NECESSARY TO PROVE ANDPROCESS YOUR CLAIM . IF ANY SUCH DOCUMENTS ARE NOT IN YOURPOSSESSION, PLEASE OBTAIN A COPY OR EQUIVALENT DOCUMENTS FROM YOURBROKER, OR PORTFOLIO MANAGER .)

4

12. All joint purchasers must sign this claim . If the person executing this Proof ofClaim is acting in a representative capacity, his or her titles or capacities must be stated, and acertification of his or her current authority to act on behalf of the Class Member must b eincluded with the Proof of Claim and Release . Failure to provide the foregoing informationcould delay verification of your claim or result in rejection of the claim .

13 . If you need additional space to complete the Schedules of Transactions, attach tothe required information a separate schedule, in the same format, and print the Class Member'sname and Social Security or Tax Identification Number at the top of each page .

EXHIBIT 2

In re Hartmarx Securities Litigation

Must be received by Settlement Administrator postmarked no later than , 2004 .

CLAIMANT IDENTIFICATION

Please Type or Prin t

List all Beneficial Owner's Names (as it appears on your brokerage statement)

Street Address

City

Social Security Number

Home Telephone Numbe r

Work Telephone Numbe r

Facsimile Number

or

6

State Zip Code

Taxpayer Identification Numbe r

E-Mail Address

SCHEDULE OF TRANSACTIONSHARTMARX COMMON STOCK

I/We made the following purchases or acquisitions of the Hartmarx common stock during theperiod from and including August 14, 2001 through and including October 1, 2001 (must bedocumented) :

Trade Date (list Number of Shares Price Per Share Total Costchronologically) Purchased (excluding

Month/Day/Year commissions, taxes,and fees)

_I I $_1 I $ $

I/We made the following sales of the Hartmarx common stock during the period from an dincluding August 14, 2001 through and including October 1, 2001 (must be documented) :Trade Date (list Number of Shares Price Per Share Total Proceedschronologically ) Purchased ('excluding

Month/Day/Year commissions, taxes,and fees)

/ / $ $

1 1 $ $

At the close of business on October 1, 2001, I/we still owned shares of theHartmarx common stock (must be documented) .

7

DOCUMENTATION AND VERIFICATION

I/We have enclosed photocopies of the brokers' confirmation slips, broker accountstatements, an authorized statement from the broker containing the transactional informationfound in a brokers' confirmation slip, or other documents evidencing each purchase, sale orretention of shares of Hartmarx common stock listed above in support of this claim .

By submitting this Proof of Claim, I/we state that I/we believe in good faith that I am/weare a Class Member, as defined in the Notice, or am/are acting for such person ; that I am/we arenot a Defendant in the Class Action or anyone excluded from the Class; I/we believe that Iam/we are entitled to receive a share of the Net Class Settlement Fund; and that I/we elect toparticipate in the proposed Settlement described .

I/We understand that the information contained in this Proof of Claim and Release issubject to such verification as the Court may direct, and I/we agree to cooperate in any suchverification .

By filing this Proof of Claim and Release, the undersigned(s), and any person or entity onwhose behalf the undersigned(s) is/are acting, hereby submit to the jurisdiction of the UnitedStates District Court for the Northern District of Illinois in Case No .01-C-7832 .

RELEASE

The Definitions set forth in the Stipulation and in the Notice are incorporated in andapplicable to this Release .

The effective scope of this Release will be determined by the nature of the final approvalby the Court of the Settlement . If the Settlement is finally approved by the Court, and thatapproval is either not appealed or is sustained upon any appeal, this Release will run in favor ofDefendants .

I/We, on behalf of myself/ourselves, my/our executors, administrators, representatives,agents, attorneys, successors, heirs and/or assigns, and all persons I/we represent, in my/ourindividual capacity, my/our capacity as purchaser(s) of shares in Hartmarx common stock andany and all corporate, representative, or other capacities, for and in consideration of theSettlement and other good and valuable consideration the receipt and sufficiency of which arehereby acknowledged, hereby acknowledge full and complete satisfaction of all Settled ClassClaims, as defined in the Stipulation of Settlement, and do hereby fully, finally, and foreverrelease, discharge, and relinquish Settling Defendants from any claims, actions, causes of action,rights, or liabilities arising out of, based upon, or otherwise related to the Settled Class Claims .

By executing and submitting this Proof of Claim and Release, Claimant(s) warrants thathe, she, it or they has/have not assigned, transferred, or purported to assign or transfer any suchclaims released above or any portion of such claims .

8

CERTIFICATION AND SIGNATURE

I/We certify that I am/we are NOT subject to backup withholding under the provisions ofSection 3406(a)(1)(C) of the Internal Revenue Code .

NOTE : If you have been notified by the Internal Revenue Servicethat you are subject to backup withholding, please strike out theword "NOT" in the certification above .

I/We have read the foregoing Proof of Claim and Release and ce rtify that all of theinformation contained herein , and in the supporting documents attached hereto , is true , correctand complete to the best of my/our knowledge , information and belief, and that this form wasfreely executed on the day of , 2004 in

(City)(State/Country)

Signature of Claiman t

(Print your name here )

Signature of Joint Claimant, if an y

(Print your name here)

Clil 2990234v2

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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOISEASTERN DIVISION

IN RE : HARTMARX SECURITIES LITIGATION

Case No. O1 C 783 2

Judge Kocoras

Magistrate Judge Schenkier

ORDER OF FINAL APPROVAL OF SETTLEMENTAND FINAL JUDGMENT OF DISMISSAL

This matter has come before the Court pursuant to the order of the Court entered o n

(the "Hearing Order") for approval of a settlement of the Class Action consolidate d

under the above caption . Class Plaintiff and the Defendants, as those terms are defined in th e

Stipulation of Settlement ("Stipulation"), have requested approval of the Settlement set fort h

in the Stipulation . The Court has considered all papers filed in connection therewith . Good

cause appearing therefore, it i s

ORDERED , ADJUDGED, AND DECREED THAT :

1 . The Stipulation and the proposed Settlement are hereby approved, and found

to be fair, reasonable and adequate, and in the best interest of the Class, and shall b e

consummated in accordance with the terms and provisions thereof. All terms used in thi s

Order of Final Approval of Settlement and Final Judgment of Dismissal (the "Final

Judgment") shall have the same meaning as set forth in the Stipulation .

2. The Court has jurisdiction over the subject matter of the Class Action, and

over all parties to it, including all members of the Class .

EXHIBIT

A Notice of Pendency of Class Action ("Initial Notice") was previously

approved by this Court and was, based upon evidence submitted by Lead Counsel, the n

individually mailed to the Class members in compliance with this Court's order o f

. This Court finds that the initial Notice fairly and adequately informed the Clas s

members of the pendency and nature of the Class Action and of their rights, including thei r

right to request exclusion . The Initial Notice was the best notice practicable under the

circumstances, and was valid, due and sufficient notice which complied with Rule 23 of the

Federal Rules of Civil Procedure, the Private Securities Litigation Reform Act of 1995, and

all other legal requirements . No Class Members requested exclusion .

4. The Settlement and this Final Judgment extend and apply to, and are bindin g

upon, the Class, as defined in this Court's Memorandum Opinion of September 18, 2002, an d

each member thereof. That Class is comprised of

All individuals or entities who purchased stock in Hartmarx Corporationduring the period of time commencing with the opening of trading onAugust 14, 2001 through and including the close of trading on October 1,2001, and who either sold the stock at a lower price than their purchasecost or still own the stock at this time . Excluded from the Settlement Classare the Defendants, and any affiliate of these persons or entities, any oftheir or its present or former officers, directors, partners, principals oremployees, the members of the immediate family of any such persons, andthe legal representatives, heirs, successors-in-interest or assigns of any suchexcluded persons or entities

5 . Based upon the evidence submitted by Class Plaintiffs Lead Counsel, thi s

Court finds that the subsequent dissemination of the Notice of Settlement of Class Action an d

Settlement Hearing Thereon (the "Notice") was in compliance with this Court's order o f

fairly and adequately informed the members of the Class of the pendency

of the proposed Settlement, constituted the best notice practicable, was valid, due an d

sufficient notice to those entitled to such notice, and complied with Rule 23 of the Federa l

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4

Rules of Civil Procedure, the Private Securities Litigation Reform Act of 1995, and all othe r

legal requirements . This Court further finds that the Plan of Distribution set forth in th e

Notice is fair, reasonable and adequate and it is approved .

6. The Class Action is dismissed against the Defendants on the merits, with

prejudice, and without costs to any party .

7. The Settled Class Claims that Class Plaintiff and each and every Clas s

Member had or has or against any of the Settling Defendants are fully, finally, and foreve r

remised, released and discharged as of the Effective Date of the Settlement .

(a) For these purposes, as set forth in the Stipulation, "Settled Clas s

Claims" means all actual and potential claims or causes of action, whether arising under

any state, federal or foreign statute, common law, rule or regulation that now exists ,

heretofore existed, or may hereafter exist, whether direct, indirect or derivative, an d

whether brought or potentially brought in an individual, representative or any othe r

capacity, and however denominated, including, without limitation, any "Unknown

Claims," or claims as to debts, suits, rights, rights of action, liabilities, damages, losses ,

fees, costs, sums of money, accounts, bonds, bills, covenants, contracts, controversies ,

agreements, promises, judgments, variances, executions, demands or obligations of an y

kind or nature whatsoever, matured or unmatured, accrued or unaccrued, asserted or tha t

might have been asserted, liquidated or unliquidated, absolute or contingent, known or

unknown, pleaded or unpleaded, suspected or unsuspected, for compensatory damages

or any other relief, whether monetary, injunctive, at law or equity, or otherwise, that in

any way relate to, or are in any way based upon or arise from, or are in any way

connected with (i) the claims asserted in the Class Action, (ii) any Class Member's

purchase or sale of Hartmarx Corporation securities, (iii) any alleged statement,

misrepresentation or omission by any of the Settling Defendants relating in any way to

Hartmarx Corporation, or (iv) any of the acts, facts, events, circumstances, matters,

claims, transactions, occurrences, omissions, representations, misrepresentations, or

matter of any kind or nature whatsoever, related to the subject matters referred to in, set

forth in, or the facts or claims for relief which were or could have been alleged in, the

Class Action or any proceedings in connection therewith .

(b) For these purposes, as set forth in the Stipulation, "Settlin g

Defendants" means Lincoln Company , LLC, Tom James Company, Spencer Hays and

A. Robert Abboud, and the respective Related Parties of each of the foregoing.

(c) For these purposes, as set forth in the Stipulation, "Relate d

Parties" means each Defendant's respective predecessors, successors and assigns, as

well as each Defendant's respective past or present subsidiaries, divisions, related or

affiliated entities, directors, officers, employees, partners, principals, managers, staff,

agents, consultants, independent contractors, underwriters, issuers, insurers, co-insurers ,

reinsurers, controlling shareholders, attorneys, accountants, auditors, banks or

investment bankers, advisors, personal or legal representatives, spouses, members of

their immediate families, heirs, associates, and any entity in which a Defendant or

Person otherwise constituting a Related Party has a controlling interest, or any trust of

which any Defendant or Person otherwise constituting a Related Party is the settlor or

which is for his or her benefit or that of any member(s) of his/her family.

4

8 . Class Plaintiff and each and every Class Member is hereby permanently

enjoined and barred forever from instituting, asserting or prosecuting, either directly or

indirectly, and whether individually, representatively, derivatively or in any other capacity,

each and every one and all of the Settled Class Claims that they had or have against any of

the Settling Defendants .

9. The Stipulation, this Final Judgment, and the fact of settlement are not, and

shall not be construed to be, an admission by any Settling Defendant of any liability or

wrongdoing whatsoever, nor is this Final Judgment a finding of the validity or invalidity of

any claims in this litigation or of any claims in this Class Action or of any wrongdoing by

any Person. Neither the Stipulation, this Final Judgment, nor the fact of settlement shall be

used or construed as an admission, concession, presumption or inference against any Person.

Neither the Stipulation, the fact of settlement or the settlement proceedings, the settlement

negotiations, this Final Judgment, nor any related document shall be offered or received i n

evidence for any purpose, in this or any other proceeding, including but not limited to as an

admission, concession, presumption or inference of wrongdoing against any Person, other

than in any such proceedings as may be necessary to consummate or enforce the Stipulation

or this Final Judgment .

10. Notwithstanding the provisions of the foregoing paragraph, Settlin g

Defendants may file the Stipulation, this Final Judgment or any Proof of Claim and Release

in any action in order to support any defense or counterclaim, including but not limited to

defenses or counterclaims based on principles of res judicata, collateral estoppel, release,

good faith settlement, judgment bar or reduction or any theory of claim preclusion or issue

prelusion or similar defense .

5

11 . A bar order is hereby entered barring all future claims for contribution arisin g

out of the Class Action (i) by any person against each of the Defendants, and (ii ) by each of

the Defendants against any other person (other than a Settling Defendant who is not a

Defendant herein) .

12 . The Class Plaintiff and the Settling Defendants are hereby directed to execut e

and implement all the terms and provisions of the Stipulation of Settlement .

13 . The Court directs that Final Judgment be entered pursuant to Rule 58 .

Without affecting the finality of this Order and Final Judgment, the Court retains jurisdiction,

including with respect to all Class Members, over the consummation and performance of the

Stipulation and administration of the Settlement, including matters pertaining to the

distribution of the Settlement Fund and applications therefrom, and determinations as to th e

validity of Proofs of Claim, and for purposes of enforcing the Final Judgment and the

Stipulation and Settlement . This Court appoints as the Settlement

Administrator for purposes of implementing the Stipulation. The Defendants shall have no

responsibility for the disposition, administration, investment or distribution of the Settlemen t

Fund, for the determination, administration, calculation or payment of claims, for th e

payment or withholding of taxes from the Settlement Fund, for the actions or work of th e

Settlement Administrator, or any losses incurred in connection with any of the foregoing.

14, The Settlement Administrator is authorized to pay to Lead Counsel th e

amount of S for reimbursement of expenses and the amount of $ in attorneys '

fees from the Settlement Fund . The Settlement Administrator shall distribute the Net

Settlement Fund pursuant to a Plan of Distribution to be submitted by Class Counsel fo r

approval by the Court, after the Effective Date . .

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A .,

15. The Court finds that each party hereto, and all counsel of record herein, hav e

at all times in the course of this Action complied fully with the requirements of Rule 11(b) o f

the Federal Rules of Civil Procedure with respect to the Complaints, all responsive pleadings

and all dispositive motions .

Charles P . Kocora sUnited States District Court Judge

CHI 2990230v2

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CERTIFICATE OF SERVICE

The undersigned, an attorney herein, does hereby certify that he caused a copy of Plaintiff sMotion for Preliminary Approval and Entry of Order Scheduling Settlement FairnessHearing, to be served on counsel below via messenger on this 26`x' day of August, 2004.

David B . JohnsonSIDLEY AUSTIN BROWN & WOODBank One Plaz a10 South Dearborn StreetChicago , IL 60603

NO IFKIND