UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 SCHEDULE 14A
 Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
 (Amendment No. )
 þ  o
 o
    
    Preliminary Proxy Statemento
    
    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))þ
    
    Definitive Proxy Statemento
    
    Definitive Additional Materialso
    
    Soliciting Material Pursuant to §240.14a-12
 CSS INDUSTRIES, INC.
    þ
    
    No fee required.o
    
    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1)
    
    Title of each class of securities to which transaction applies:(2)
    
    Aggregate number of securities to which transaction applies:(3)
    
    Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):(4)
    
    Proposed maximum aggregate value of transaction:(5)
    
    Total fee paid:
 o
    
    Fee paid previously with preliminary materials.o
    
    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
 (1)
    
    Amount Previously Paid:(2)
    
    Form, Schedule or Registration Statement No.:(3)
    
    Filing Party:(4)
    
    Date Filed:




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##### 



CSS
    INDUSTRIES, INC.
  1845 Walnut Street
 Philadelphia, Pennsylvania 19103
    NOTICE OF ANNUAL MEETING OF
    STOCKHOLDERS
            3.
    Ratify the selection of KPMG LLP as the independent registered
    public accounting firm for CSS and its subsidiaries for the
    fiscal year ending March 31, 2012;4.
    Approve, on a non-binding, advisory basis, the compensation paid
    to our named executive officers for the fiscal year ended
    March 31, 2011;5.
    Vote, on a non-binding, advisory basis, on the frequency (i.e.,
    once every 1 year, 2 years, or
    3 years) of holding an advisory stockholder
    vote to approve the compensation paid to our named executive
    officers; and        Secretary
       We hope that you will attend the Annual
    Meeting.  Whether or not you plan to attend the
    meeting, we encourage you to complete, sign and return the
    enclosed proxy card in the envelope provided.




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##### 



CSS
    INDUSTRIES, INC.
    PROXY STATEMENT
 2011 Annual Meeting of
    Stockholders
  TABLE OF CONTENTS
  
  Topic

PageWHY YOU RECEIVED THIS PROXY STATEMENT


1WHO CAN VOTE


1WHO WILL PAY THE COSTS OF THIS PROXY
    SOLICITATION


1HOW TO BE PART OF AN EFFECTIVE VOTE


1HOW YOU MAY REVOKE YOUR PROXY


2PROPOSAL 1 ELECTION OF
    DIRECTORS


3PROPOSAL 2  APPROVAL OF THE 2011
    STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


5PROPOSAL 3  RATIFICATION OF THE
    SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


8OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
    FIRM, THEIR FEES AND THEIR ATTENDANCE AT THE ANNUAL MEETING


8AUDIT COMMITTEE REPORT


9OUR EXECUTIVE OFFICERS


10OWNERSHIP OF CSS COMMON STOCK


11SECURITIES AUTHORIZED FOR ISSUANCE UNDER
    CSS EQUITY COMPENSATION PLANS


13CORPORATE GOVERNANCE


13RELATED PARTY TRANSACTIONS


20COMPENSATION DISCUSSION AND ANALYSIS


21HUMAN RESOURCES COMMITTEE REPORT


36EXECUTIVE COMPENSATION


37Summary Compensation Table  Fiscal
    2011


37Grants of Plan-Based Awards  Fiscal
    2011


40Outstanding Equity Awards at Fiscal Year
    End  March 31, 2011


41Option Exercises and Stock
    Vested Fiscal 2011


42Nonqualified Deferred Compensation 
    Fiscal 2011


42POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
    CONTROL


43PROPOSAL 4  ADVISORY VOTE ON
    EXECUTIVE COMPENSATION


50PROPOSAL 5  ADVISORY VOTE ON
    FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION


51DIRECTOR COMPENSATION  FISCAL 2011


51SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
    COMPLIANCE


52STOCKHOLDER PROPOSALS


52




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##### 



CSS
    INDUSTRIES, INC.
  1845 Walnut Street
 Philadelphia, Pennsylvania 19103
    PROXY STATEMENT
 2011 Annual Meeting of
    Stockholders
   WHY YOU
    RECEIVED THIS PROXY STATEMENT   WHO CAN
    VOTE   WHO WILL
    PAY THE COSTS OF THIS PROXY SOLICITATION  out-of-pocket
 HOW TO BE
    PART OF AN EFFECTIVE VOTE




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##### 



HOW YOU
    MAY REVOKE YOUR PROXY    Your vote is important. We therefore encourage you to
    complete, sign and return the accompanying proxy card whether or
    not you plan to attend the Meeting.
    IMPORTANT
    NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
    FOR
 THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 2,
    2011:
  The Notice of the CSS Industries, Inc. Annual Meeting of
    Stockholders to be held on August 2, 2011, the Proxy
    Statement for that meeting and the CSS Industries, Inc. Annual
    Report for the fiscal year ended March 31, 2011 are
    available on the Internet at
    https://materials.proxyvote.com/125906.
    2




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##### 



PROPOSAL 1 
    ELECTION OF DIRECTORS      Scott A. Beaumont ®
    James H. Bromley
    Jack Farber
    John J. Gavin
   3




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##### 



James E. Ksansnak
    Rebecca C. Matthias
    Christopher J. Munyan
      OUR BOARD RECOMMENDS A VOTE FOR THE
    ELECTION OF ALL THE NOMINEES LISTED ABOVE.
 4




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##### 



PROPOSAL 2 
    APPROVAL OF THE 2011 STOCK OPTION PLAN
    FOR NON-EMPLOYEE DIRECTORS  The
    Proposal
          OUR BOARD RECOMMENDS A VOTE FOR APPROVAL
    OF THE 2011 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
  Description
    of the 2011 Stock Plan
  General.
  Administration of the 2011 Stock Plan.
  Eligibility for Participation.
  Grants of Stock Options.
 5




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##### 



No Repricing of Stock Options.
  Amendment, Suspension and Termination of the 2011 Stock
    Plan.
  Change in Control.
 6




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##### 



Rule 13d-3
  Federal Income Tax Consequences.
      NEW PLAN
    BENEFITS
  CSS
    Industries, Inc. 2011 Stock Option Plan for Non-Employee
    Directors
  Number of SharesName and Position

Subject to Stock OptionsNon-Executive Director Group


20,000    7




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##### 



PROPOSAL 3 
    RATIFICATION OF THE SELECTION OF INDEPENDENT
    REGISTERED PUBLIC ACCOUNTING FIRM      OUR BOARD RECOMMENDS A VOTE FOR
    RATIFICATION OF THE SELECTION OF KPMG AS OUR INDEPENDENT
    REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
    MARCH 31, 2012.
 OUR
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, THEIR FEES AND
    THEIR ATTENDANCE AT THE ANNUAL MEETING      Type of Fee

2011


2010Audit Fees

$
810,000


$
870,000Audit-Related Fees






Tax Fees


32,180



94,774All Other Fees






$
842,180


$
964,774   Audit
    Fees
  Form 10-Q.
  Tax
    Fees
     8




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##### 



AUDIT
    COMMITTEE REPORT        Form 10-K
      9




---



##### 



OUR
    EXECUTIVE OFFICERS    Jack Farber
  Laurie F. Gilner back-to-school
  William G. Kiesling
  Christopher J. Munyan
  Vincent A. Paccapaniccia
  Paul Quick
 10




---



##### 



OWNERSHIP
    OF CSS COMMON STOCK    Numberof Shares


PercentBeneficially


ofBeneficial Owner

Owned(1)


Class(2)T. Rowe Price Associates, Inc. and T. Rowe Price Small Cap Value
    Fund, Inc.


1,466,190
(3)


15.1
%Royce & Associates, LLC


1,298,143
(4)


13.3
%Dimensional Fund Advisors LP.


818,683
(5)


8.4
%Scott A. Beaumont


16,000
(6)


*James H. Bromley


199,738
(7)


2.0
%Jack Farber


673,847
(8)


6.9
%John J. Gavin


6,600
(9)


*Laurie F. Gilner






*William G. Kiesling


63,516
(10)


*James E. Ksansnak


86,834
(11)


*Rebecca C. Matthias


29,000
(12)


*Christopher J. Munyan


119,027
(13)


1.2
%Vincent A. Paccapaniccia


2,500
(14)


*Paul Quick


11,980
(15)


*All directors and executive officers of CSS as a group (eleven
    (11) persons, including the individuals named above)


1,145,690
(16)


11.5
%     *
    
    denotes that ownership is less than 1 percent of the class.(1)
    
    Beneficial ownership is determined in accordance
    with SEC regulations. Therefore, the table lists all shares as
    to which a person listed has or shares voting power or
    investment power. In addition, shares issuable upon the exercise
    of outstanding stock options exercisable at June 6, 2011 or
    within 60 days thereafter are considered outstanding and to
    be beneficially owned by the person holding such options for the
    purpose of computing such persons percentage beneficial
    ownership, but are not deemed outstanding for the purposes of
    computing the percentage beneficial ownership of any other
    person. Unless otherwise indicated, each person has the sole
    power to vote, and sole investment power over, the shares listed
    as beneficially owned by such person.(2)
    
    This percentage is calculated based upon a total of
    9,740,207 shares of CSS common stock outstanding at
    June 6, 2011.(3)
    
    This information is as of December 31, 2010 and is derived
    from Schedule 13G filed with the SEC on February 10,
    2011 by T. Rowe Price Associates, Inc. (Price
    Associates) and T. Rowe Price Small-Cap Value Fund, Inc.
    (Price Fund). Price Associates and Price Fund are
    located at 100 E. Pratt Street, Baltimore,
    MD 21202. Price Associates is an investment advisor
    registered under the Investment Advisors Act of 1940, and Price
    Fund is an investment company registered under the Investment
    Company Act of 1940. Price Associates has advised us that the
    shares shown in the table are owned by various individual and
    institutional investors including Price Fund (which owns and has
    sole voting power over 985,000 of the shares shown in the table)
    which Price Associates serves as investment advisor with power
    to direct investments and/or sole power to vote the securities.
    Price Associates has disclosed that it has sole investment power
    over all of the shares shown in the table and sole voting power
    over 468,790 of such shares. Individual and/or institutional
    investors which Price Associates serves as investment advisor
    have voting power over 12,400 of the shares shown in the table.
    For purposes of the reporting requirements of the Securities
    Exchange Act of 1934, Price Associates is 11




---



##### 



deemed to be a beneficial owner of the shares shown in the
    table; however, Price Associates expressly disclaims that it is,
    in fact, the beneficial owner of such shares.(4)
    
    This information is as of December 31, 2010 and is derived
    from Schedule 13G filed with the SEC on January 12,
    2011. Royce & Associates, LLC (Royce) is
    located at 745 Fifth Avenue, New York, NY 10151. Royce has
    disclosed that it is an investment advisor registered under
    Section 203 of the Investment Advisors Act of 1940.(5)
    
    This information is as of December 31, 2010 and is derived
    from Schedule 13G filed with the SEC on February 11,
    2011. Dimensional Fund Advisors LP
    (Dimensional) is located at Palisades West, Building
    One, 6300 Bee Cave Road, Austin, TX 78746. Dimensional has
    disclosed that it is an investment advisor registered under
    Section 203 of the Investment Advisors Act of 1940, and
    that it furnishes investment advice to four investment companies
    registered under the Investment Company Act of 1940 and serves
    as investment manager to certain other commingled group trusts
    and separate accounts (such investment companies, trusts and
    accounts being referred to as the Funds).
    Dimensional has disclosed that all of the shares shown in the
    table are owned by the Funds, and that Dimensional possesses
    sole voting power over 815,094 of the shares shown in the table.
    Dimensional expressly disclaims that it is the beneficial owner
    of such shares other than for purposes of Section 13(d) of
    the Securities Exchange Act of 1934.(6)
    
    The shares shown in the table include options to purchase
    14,500 shares of common stock.(7)
    
    The shares shown in the table include options to purchase
    40,000 shares of common stock.(8)
    
    The shares shown in the table include 230,746 shares held
    by a revocable trust for the benefit of Mr. Farber for
    which Mr. Farber is trustee and holds the power of
    revocation; 151,042 shares held by a revocable trust for
    the benefit of Vivian Farber, Mr. Farbers spouse, as
    to which Vivian Farber is trustee and holds the power of
    revocation; and 200,000 shares held by certain annuity
    trusts for which Vivian Farber is the sole trustee. In addition,
    among the shares beneficially owned by Mr. Farber are
    60,383 shares of common stock owned by a trust for the
    benefit of Mr. Farbers son, for which Mr. Farber
    serves as co-trustee with his son; and 31,676 shares held
    by the Farber Foundation, a charitable foundation for which
    Messrs. Farber and Munyan are the members and, together
    with Mr. Kiesling, the directors. Not included in the
    number of shares beneficially owned by Mr. Farber are
    131,377 shares held by the Farber Family Foundation, Inc.,
    a charitable foundation for which the members, directors and
    officers are Mr. Farber, his wife, his daughter and his
    son. Mr. Farbers daughter, Ellen B. Farber, has sole
    voting and investment power over these shares. As a matter of
    policy, the Farber Foundation and the Farber Family Foundation,
    Inc. will not vote the shares of common stock that they own.
    Mr. Farber disclaims beneficial ownership of all shares
    owned directly or beneficially by the Farber Foundation, the
    Farber Family Foundation, Inc. and the trusts for the benefit of
    his family members.(9)
    
    The shares shown in the table include options to purchase
    6,000 shares of common stock.(10)
    
    The shares shown in the table include options to purchase
    29,840 shares of common stock. The shares shown in the
    table also include 31,676 shares held by the Farber
    Foundation, a charitable foundation for which
    Messrs. Farber, Kiesling and Munyan are the directors. As a
    matter of policy, the Farber Foundation will not vote the shares
    of common stock that it owns. Mr. Kiesling disclaims
    beneficial ownership of the shares owned by the Farber
    Foundation.(11)
    
    The shares shown in the table include options to purchase
    28,000 shares of common stock and 58,834 shares owned
    by a revocable trust for the benefit of Mr. Ksansnak for
    which Mr. Ksansnak holds the power of revocation.(12)
    
    The shares shown in the table include 1,000 shares owned
    jointly by Ms. Matthias and her spouse and options to
    purchase 28,000 shares of common stock.(13)
    
    The shares shown in the table include options to purchase
    60,305 shares of common stock and 31,676 shares held
    by the Farber Foundation, a charitable foundation for which
    Messrs. Farber and Munyan are the members and, together
    with Mr. Kiesling, the directors. As a matter of policy,
    the Farber Foundation will not vote the shares of common stock
    that it owns. Mr. Munyan disclaims beneficial ownership of
    the shares held by the Farber Foundation.(14)
    
    The shares shown in the table include options to purchase
    2,500 shares of common stock.(15)
    
    The shares shown in the table include options to purchase
    11,980 shares of common stock.(16)
    
    The shares shown in the table include options to purchase a
    total of 221,125 shares of common stock. 12




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##### 



SECURITIES
    AUTHORIZED FOR ISSUANCE
    UNDER CSS EQUITY COMPENSATION PLANS    Equity
    Compensation Plan Information
  Number of





Number of SecuritiesSecurities


Weighted-


Remaining Availableto be Issued


Average


forUpon


Exercise Price


Future IssuanceExercise of


of


Under EquityOutstanding


Outstanding


CompensationPlan Category

Options(1)


Options(2)


Plans(3)Equity compensation plans approved by security holders


1,001,930


$
26.43



1,230,269
(4)Equity compensation plans not approved by security holders










Total


1,001,930


$
26.43



1,230,269
(4)     (1)
    
    Includes 186,000 restricted stock units (RSUs) that
    are subject to service-based vesting conditions.(2)
    
    The RSUs described in footnote 1 above were disregarded in
    calculating the weighted average exercise price of outstanding
    options.(3)
    
    The amount shown in this column is net of the RSUs described in
    footnote 1 above.(4)
    
    Reflects the number of securities that were available for
    issuance as of March 31, 2011. All such securities were
    available under a single plan, the 2004 Stock Plan. On
    May 24, 2011, our Board of Directors, in conjunction with
    approving the 2011 Stock Plan and recommending it for approval
    by the stockholders, amended the 2004 Stock Plan to reduce the
    total number of securities available for issuance under such
    plan by 500,000. Taking into account such reduction and all
    cancellations and issuances under the 2004 Stock Plan subsequent
    to March 31, 2011, the number of securities available for
    future issuance under the 2004 Stock Plan as of the record date,
    June 6, 2011 was 780,344. For further information, see
    Actions to Reduce Overhang on page 31. CORPORATE
    GOVERNANCE  Board
    Meetings; Director Attendance at Annual Meeting of
    Stockholders
    Board
    Committees; Committee Membership; Committee Meetings
  1
    1
 13




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##### 



NominatingHuman

and



2000 StockDirector

Audit

Resources

Governance

Executive

PlanName

Committee

Committee

Committee

Committee

CommitteeScott A. Beaumont





James H. Bromley



5



Jack Farber







5

John J. Gavin

5

James E. Ksansnak







Rebecca C. Matthias





5Christopher J. Munyan









Number of Meetings in 2011
    Fiscal Year

5

5

2

2

     
    
    denotes Committee member.5
    
    denotes Committee member and chairman.  Committee
    Charters; Corporate Governance Principles; and Other Corporate
    Governance Documents
    
    CSS Corporate Governance Principles (including categorical
    standards for the determination of director independence)
    CSS Code of Ethics and Internal Disclosure Procedures
    CSS Code of Business Conduct and Ethics for our Directors  www.cssindustries.com/investors.
  Audit
    Committee
     14




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##### 



c/o CSS
  Human
    Resources Committee
         15




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##### 



Human
    Resources Committee Interlocks and Insider
    Participation
    Procedures
    and Processes with Regard to Director Compensation
    Nominating
    and Governance Committee
    Executive
    Committee
   16




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##### 



2000
    Stock Plan Committee
  2
  Board
    Independence
          www.cssindustries.com/investors
  Executive
    Sessions of Non-Management Directors
      2
 17




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##### 



Board
    Leadership Structure
      Boards
    Role in Risk Oversight
         18




---



##### 



and/or
  Communications
    with the Board
  c/o CSS
  Consideration
    of Director Candidates
      th th
  c/o CSS
 19




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##### 



Code of Ethics and Internal Disclosure Procedures (Employees)
    and Code of Business Conduct and Ethics (Board of Directors)
  www.cssindustries.com/investors
 RELATED
    PARTY TRANSACTIONS        Regulation S-K. Regulation S-K.
 20




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##### 



COMPENSATION
    DISCUSSION AND ANALYSIS  Introduction
    Fiscal
    2011 Compensation
  Compensation
    Objectives
    
    Provide compensation that is competitive with compensation for
    executive officers providing comparable services, taking into
    account the size of our company or subsidiaries, as applicable.
    We refer to this objective as competitive
    compensation.
    Create a compensation structure under which a meaningful portion
    of total compensation is based on achievement of performance
    goals. We refer to this objective as performance
    incentives.
    Encourage the aggregation and maintenance of meaningful equity
    ownership and alignment of executive and stockholder interests.
    We refer to this objective as stockholder incentives.
    Provide an incentive for long-term continued employment with us.
    We refer to this objective as retention incentives.    Type of Compensation

Objectives AddressedSalary

Competitive CompensationAnnual Incentive Compensation

Performance IncentivesCompetitive CompensationStock Options

Stockholder IncentivesPerformance IncentivesCompetitive CompensationRetention IncentivesRestricted Stock Units (RSUs)

Stockholder IncentivesRetention IncentivesCompetitive Compensation   Use of
    Comparative Data
     21




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##### 



and/or
    Peer Group ComparisonPay

SurveyExecutive

Position

Rank(1)

ComparisonMunyan

CEO

1st

CEOPaccapaniccia

CFO

2nd

CFOKiesling

General Counsel

3rd

Head of LegalQuick(2)

Business Unit Head

5th

CEO of DivisionGilner(3)

n/a

n/a

CEO of Division     (1)
    
    The executive that had the
    4th

    highest pay rank at the time that the executive compensation
    review was performed  the former President of our
    Berwick Offray and Cleo businesses  resigned during
    fiscal 2011 and is no longer employed by the Company.(2)
    
    A pay rank of
    5th was

    used for Mr. Quick based on his pay rank positioning among
    CSS named executives at the time that the analysis was
    performed.(3)
    
    Ms. Gilner, our
    5th most

    highly compensated executive for fiscal 2011, commenced
    employment as President of our C.R. Gibson business in September
    2010, after the F.W. Cook analysis had been performed. The
    former President of our C.R. Gibson business was not one of our
    five most highly compensated executives. For this reason, such
    position was not included in the peer group portion of F.W.
    Cooks analysis.  th
  annual
    share usage overhang valuation
 22




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##### 



Base
    Salaries
        Annual
    Incentive Compensation
  Fiscal
    2011 MIP Design
    Target as% of BaseExecutive

Salary

Target ($)

Maximum ($)Munyan


100
%


540,000



1,080,000Paccapaniccia(1)


80
%


256,000



512,000Kiesling


80
%


250,016



500,032Quick


80
%


249,600



499,200Gilner(2)


80
%


147,000



294,000     (1)
    
    Under his employment agreement, Mr. Paccapaniccia was
    entitled to a minimum payout of $40,000 under the MIP for fiscal
    2011.(2)
    
    Under her employment agreement, Ms. Gilner was entitled to
    a minimum payout of $50,000 under the MIP for fiscal 2011.   23




---



##### 



CSS

Business UnitExecutive

Performance

Performance

DiscretionaryMunyan


80
%






20
%Paccapaniccia


80
%






20
%Kiesling


80
%






20
%Quick


30
%


50
%


20
%Gilner


30
%


50
%


20
%            24




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##### 



Payouts
    under the MIP for Fiscal 2011
    CSS

Business



TotalPerformance

Unit

Discretionary

Payout(1)Executive

($)

Performance ($)

($)

($)Munyan


77,760



n/a



60,000



137,760Paccapaniccia


36,864



n/a



55,000



91,864Kiesling


36,002



n/a



50,000



86,002Quick


13,478











13,478Gilner


7,938











50,000
(2)     (1)
    
    The amounts in this column appear in the Summary Compensation
    Table under bonus.(2)
    
    Ms. Gilners total payout was determined by her
    employment agreement, which provided that she would receive a
    minimum payout of $50,000 under the MIP for fiscal 2011.        Long-Term
    Incentives  Equity Compensation
    
    Stock Options  The stock options have a
    term of seven years, vest as to 25% of the underlying shares on
    each of the first four anniversaries of the date of grant, and
    have an exercise price equal to the last sale price 25




---



##### 



reported on the trading day preceding the date of grant. Vesting
    and exercisability are conditioned upon continued employment.  
    RSUs  The RSUs vest as to 50% of the
    units granted on each of the third and fourth anniversaries of
    the grant date, except that the RSUs granted to
    Mr. Paccapaniccia in fiscal 2011 vest as to 25% of the
    units granted on each of the third and fourth anniversaries of
    the grant date, with the remaining 50% vesting on the fifth
    anniversary of the grant date. Prior to vesting, each RSU
    constitutes a phantom right, with no voting rights and no
    entitlement to dividends or dividend equivalents. Vesting is
    conditioned upon continued employment. Upon vesting, each RSU
    will automatically be redeemed for one share of CSS common stock.      annual share usage
  Fiscal Year

Run Rate2008


2.2
%2009


1.6
%2010


1.5
%3-Year
    Average


1.7
%   3-year
  overhang th
  valuation in dollars 3-year th th
  valuation as a percentage of market capitalization 3-year th
 26




---



##### 



Assumed Grant Date Fair Value ($)


Actual Grant Date Fair Value ($)Executive

RSUs


Options


Total


RSUs(1)


Options(2)


TotalMunyan


332,820



266,000



598,820



305,460



279,600



585,060Kiesling


157,165



119,700



276,865



144,245



125,820



270,065Quick


129,430



93,100



222,530



118,790



97,860



216,650     (1)
    
    The amounts in this column are reflected in the stock
    awards column of the Summary Compensation Table.(2)
    
    The amounts in this column are reflected in the option
    awards column of the Summary Compensation Table.  th
  67-69% 31-33%
   27




---



##### 



Pay for
    Performance
      Table
    1  Target Total Direct Compensation  Chief
    Executive Officer
  IncentiveBonusOpportunity





Targetat Target

Stock

Option

TotalSalary

Level

Awards

Awards

DirectFiscal Year

($)

($)

($)

($)

Compensation2011


540,000



540,000



305,460



279,600



1,665,0602010


525,000



525,000



220,023



187,950



1,457,9732009


525,000



525,000



130,901



107,800



1,288,7013-Year
    Totals


1,590,000



1,590,000



656,384



575,350



4,411,734  28




---



##### 



Table
    2  Total Direct Compensation that may be Considered
    Realized at
    3/31/2011 as
    a Percentage of Target Total Direct Compensation 
    Chief Executive Officer
  Total DirectCompensationas of 3/31/2011Intrinsic



as aValue of

Value of



Percentage ofStock

Option

Total Direct

Target TotalBonus

Awards at

Awards at

Compensation

DirectSalary

Payout

3/31/2011

3/31/2011

at 3/31/2011

CompensationFiscal Year

($)

($)

($)

($)

($)

(%)2011


540,000



137,760



312,300







990,060



59.5
%2010


525,000







234,248







759,248



52.1
%2009


525,000















525,000



40.7
%3-Year
    Totals


1,590,000



137,760



546,548







2,274,308Percent of corresponding amount in Table 1


100%



9%



83%



0%



52%     
    The bonus payout column shows the portion of the
    target-level incentive bonuses in Table 1 that was actually paid
    to our chief executive officer for each of the last three fiscal
    years. Due to the level of achievement in comparison to the
    performance objectives that were part of our annual incentive
    compensation program, payouts to our chief executive officer
    over the past three fiscal years have amounted to only
    approximately 9% of the aggregate target incentive compensation
    for such period.
    Stock awards for fiscal 2011 and 2010 are valued based on the
    closing market price per share of CSS common stock on
    March 31, 2011 of $18.85 per share, less the present value
    of anticipated regular quarterly dividend payments between
    March 31, 2011 and the applicable vesting dates. These
    stock awards consist entirely of time-vested RSUs subject to
    service-based vesting conditions not satisfied as of
    March 31, 2011. We do not pay or accrue dividends or
    dividend equivalents with respect to RSUs that have not vested.
    Stock awards for fiscal 2009 are valued at zero because such
    awards were subject to performance vesting criteria that were
    not satisfied within the relevant performance period. There were
    no payouts under such awards, and there will be no future
    payouts because the awards are now expired.
    Option awards are valued at zero because each such award has an
    exercise price that is greater than the closing market price for
    a share of CSS common stock on March 31, 2011 of $18.85.
    While our chief executive officer may realize value on such
    option awards in the future, the value realized, if any, will
    depend on the extent to which there is appreciation in the
    market price of our common stock.      
    The Human Resources Committee of our Board has structured all
    fiscal 2012 equity compensation grants to our named executives
    to include performance-based vesting criteria, as more fully
    described under Fiscal 2012 Equity Compensation
    Grants below.
    Our Board of Directors, on the recommendation of the Human
    Resources Committee, adopted an amendment to our 2004 Stock
    Plan, reducing the number of shares of our common stock that may
    be issued or transferred under the 2004 Stock Plan from
    2,000,000 shares to 1,500,000 shares. Consequently,
    the 29




---



##### 



overhang represented by our 2004 Stock Plan has been
    reduced, as more fully described below under Actions to
    Address Overhang.  Fiscal
    2012 Equity Compensation Grants
    Shares

SharesUnderlying

UnderlyingStock Option

RSU GrantsExecutive

Grants (#)

(#)Christopher J. Munyan


36,000



18,000Vincent A. Paccapaniccia


15,000



8,500William G. Kiesling


15,000



8,500Paul Quick


8,000



4,000Laurie F. Gilner


8,000



4,000         Period in Which PerformanceObjective is Satisfied

Vesting Schedule for Stock Options

Vesting Schedule for RSUsWithin the
    1st year

    following the grant date

25% on each of the
    1st,

    2nd,

    3rd and

    4th

    anniversaries of the grant date

50% on the
    3rd

    anniversary of the grant date, and 50% on the
    4th

    anniversary of the grant dateWithin the
    2nd year

    following the grant date

50% on the
    2nd

    anniversary of the grant date, and 25% on each of the
    3rd and

    4th

    anniversaries of the grant date

50% on the
    3rd

    anniversary of the grant date, and 50% on the
    4th

    anniversary of the grant dateWithin the
    3rd year

    following the grant date

75% on the
    3rd

    anniversary of the grant date, and 25% on the
    4th

    anniversary of the grant date

50% on the
    3rd

    anniversary of the grant date, and 50% on the
    4th

    anniversary of the grant dateWithin the
    4th year

    following the grant date

100% on the
    4th

    anniversary of the grant date

100% on the
    4th

    anniversary of the grant date    30




---



##### 



Actions
    to Reduce Overhang
    Pro-Forma asof 6/06/2011(with Proposed2011 Stock3/31/2010

Plan)Equity Grants Outstanding:Stock Options

1,121,663

692,617RSUs

128,170

251,051Total Equity Grants Outstanding

1,249,833

943,668Available for Future Grants:2004 Stock Plan and 2006 Stock Plan

1,226,669

780,344Proposed 2011 Stock Plan



150,000Total Available for Future Grants

1,226,669

930,344Total Shares Outstanding

9,675,781

9,740,207Overhang due to:Equity Grants Outstanding

10.3%

8.1%Available for Future Grants

10.1%

8.0%Total Overhang

20.4%

16.1%Supplemental Data on Stock Options Outstanding:Weighted Average Exercise Price

$27.96

$25.39Weighted Average Remaining Contractual Life (years)

2.2

3.0   Personal
    Benefits
  out-of-pocket
  Stock
    Option Grant Practices
   31




---



##### 



Equity
    Ownership Policy
    Executive

MultipleMunyan

2.0xPaccapaniccia

1.5xKiesling

1.5xQuick

1.5xGilner

1.5x       
    as part of the exercise of a stock option, a portion of the
    shares of CSS common stock acquired at the time of exercise (or
    otherwise already owned by the executive) may be sold or
    transferred provided that the amount of shares so sold or
    transferred does not exceed the amount required to satisfy the
    exercise price; and
    as part of the exercise of a stock option or the vesting of
    other forms of equity compensation, a portion of the shares of
    CSS common stock acquired at the time of exercise or vesting (or
    otherwise already owned by the executive) may be sold for the
    purpose of paying federal
    and/or state
    income taxes resulting from such exercise or vesting in an
    amount not exceeding the amount of such taxes, and additional
    shares of CSS common stock may be sold at such time in an amount
    equal to no more than 50 percent (25 percent in the
    case of the chief executive officer) of the after-tax net
    profits resulting from such exercise or vesting.       32




---



##### 



Ongoing
    And Post-Employment Compensation
    Severance
    Pay Plan for Senior Management and Other Severance
    Arrangements
        
    Mr. Munyan  eighteen months or until
    June 30, 2013, whichever is later;
    Mr. Paccapaniccia  eighteen months or until
    March 31, 2013, whichever is later;
    Mr. Quick  twelve months or until
    September 7, 2011, whichever is later; and
    Ms. Gilner  twelve months or until
    September 6, 2013, whichever is later.     33




---



##### 



Change of
    Control Severance Pay Plan for Executive Management
            401(k)
    and Profit Sharing Plan
     34




---



##### 



Nonqualified
    Supplemental Executive Retirement Plan
          Tax
    Considerations
     35




---



##### 



Role of
    Executive Officers in Determining ExecutiveCompensation For Named Executive Officers
   HUMAN
    RESOURCES COMMITTEE REPORT    
    36




---



##### 



EXECUTIVE
    COMPENSATION Summary
    Compensation Table  Fiscal 2011    Change inPensionNon-

Value andEquity

NonqualifiedIncentive

Deferred

AllStock

Option

Plan

Compensation

OtherSalary

Bonus(2)

Awards(3)

Awards(4)

Compensation(5)

Earnings(6)

Compensation(7)

TotalName and Principal Position

Year(1)

($)

($)

($)

($)

($)

($)

($)

($)Christopher J. Munyan


2011



540,000



137,760



305,460



279,600







22,329



38,423



1,323,572President and Chief


2010



525,000







220,023



187,950







45,233



34,188



1,012,394Executive Officer


2009



525,000







130,901



107,800











24,716



788,417Vincent A. Paccapaniccia


2011



320,000



91,864



167,700



69,900











15,017



664,481Vice President  
    Finance and Chief 
    Financial
    Officer(8)


2010



1,231



























1,231William G. Kiesling


2011



312,520



86,002



144,245



125,820







1,727



20,470



690,784Vice President 


2010



300,500



30,000



110,012



93,975







3,418



23,884



561,789Legal and Human


2009



300,500







65,438



53,900











15,267



435,105Resources and General CounselPaul Quick


2011



312,000



13,478



118,790



97,860











17,587



559,715President of Paper


2010



300,000







58,673



53,700



160,000







190,324



762,696Magic Group, Inc.Laurie F. Gilner


2011



183,750



50,000



110,325



45,675











30,430



420,180President of C.R.
    Gibson,
    LLC(9)     (1)
    
    Reflects data for our fiscal year ended March 31 of the
    indicated year.(2)
    
    Bonus amounts for fiscal 2011 reflect payouts under the MIP for
    fiscal 2011. These payouts are characterized as
    bonus and not as non-equity incentive plan
    compensation because they consist of: (i) payouts
    under the discretionary component of the fiscal 2011
    MIP awards, under which payouts were determined solely at the
    discretion of the Human Resources Committee; (ii) the
    CSS EPS component of the fiscal 2011 MIP awards,
    under which payouts were determined after adjusting EPS to
    exclude certain costs; and (iii) in the case of
    Ms. Gilner, certain guaranteed minimum payments under the
    MIP for fiscal 2011, as required under her employment agreement.
    For further information, please see Payouts under the
    MIP for Fiscal 2011on page 25.(3)
    
    Reflects the aggregate grant date fair value of restricted stock
    units computed in accordance with FASB ASC Topic 718.
    Assumptions used to determine the aggregate grant date fair
    value for grants made in fiscal 2011, 2010 and 2009,
    respectively, are set forth in Note 6 to our consolidated
    financial statements included in our Annual Report on
    Form 10-K
    for our fiscal year ended March 31, 2011. For information
    on the number of shares underlying fiscal 2011 grants, see the
    table and accompanying notes under Grants of Plan-Based
    Awards  Fiscal 2011. The awards for fiscal 2009
    were subject to performance conditions, and the amounts shown in
    the table correspond to the target performance level, which was
    the level used to estimate aggregate compensation cost to be
    recognized over the life of the grants determined as of the
    grant date under FASB ASC Topic 718. During fiscal 2009, we
    determined that payouts under these awards were improbable
    because achievement of the relevant performance conditions was
    improbable, and there have in fact been no payouts under these
    awards. Consequently, no compensation costs have been recorded
    in our financial statements for these awards. If we had assumed
    at the time the grants were made that the highest performance
    level would have been achieved, the grant date fair value of the
    fiscal 2009 awards would have been $195,375 for Mr. Munyan
    and $97,688 for Mr. Kiesling. 37




---



##### 



(4)
    
    Reflects the aggregate grant date fair value of stock options
    computed in accordance with FASB ASC Topic 718. Assumptions used
    to determine the aggregate grant date fair value for fiscal
    2011, 2010 and 2009, respectively, are set forth in Note 6
    to our consolidated financial statements included in our Annual
    Report on
    Form 10-K
    for our fiscal year ended March 31, 2011. For information
    regarding the number of shares underlying fiscal 2011 stock
    option grants and other features of such grants, see the table
    and accompanying notes under Grants of Plan-Based
    Awards  Fiscal 2011.(5)
    
    Reflects payouts on grants made under our MIP for fiscal 2010.(6)
    
    Reflects all aggregate earnings on the executives
    supplemental executive retirement plan (SERP)
    account. There were no earnings on these accounts during fiscal
    2009 because the investment benchmarks that determine the rate
    of return on SERP accounts had negative returns for those years.
    See Nonqualified Deferred Compensation  Fiscal
    2011 for further information.(7)
    
    Amounts included under All Other Compensation are
    identified by type in the table that follows. A symbol or amount
    under an executives name indicates that the executive
    received the item of compensation or benefit identified to the
    left thereof. Where an amount appears, it reflects the aggregate
    incremental cost (in U.S. dollars) to us of providing the
    corresponding item to the executive.  Type

Munyan

Paccapaniccia

Kiesling

Quick

GilnerMatching contributions under tax qualified 401(k) and profit
    sharing plans







Personal use of company car

5





5Car allowance









Reimbursement of medical and prescription costs not covered by
    insurance





Company-paid parking fees





Supplemental life insurance policy premiums





Relocation benefits and reimbursements for certain housing costs









16,138Tax reimbursements on relocation benefits









7,369Business club dues

Professional association dues

Health club dues





     
    
    denotes an item provided at an aggregate incremental cost to us
    of less than $10,000.5
    
    denotes an item provided at an aggregate incremental cost to us
    of less than $25,000.  (8)
    
    Mr. Paccapaniccia commenced employment as our Vice
    President-Finance and Chief Financial Officer on March 31,
    2010, the last day of our 2010 fiscal year.(9)
    
    Ms. Gilner commenced employment as President of our C.R.
    Gibson, LLC business on September 2, 2010.  Employment
    Agreements
  Christopher J. Munyan
 38




---



##### 



Vincent A. Paccapaniccia
  Paul Quick
  Laurie F. Gilner
 39




---



##### 



Grants of
    Plan-Based Awards  Fiscal 2011    All OtherAll Other

OptionEstimated Possible

Stock

Awards:



Grant DatePayouts Under Non-

Awards;

Number of

Exercise or

Fair Value ofEquity Incentive Plan

Number of

Securities

Base Price

Stock andAwards(1)

Shares of

Underlying

of Option

OptionTarget

Max.

Stock

Options

Awards(3)

Awards(4)Name

Grant Date

($)

($)

or
    Units(2)

(#)

($/Sh)

($)Christopher J. Munyan






540,000



1,080,000















5/25/10











18,000











305,4605/25/10















40,000



19.28



279,600Vincent A. Paccapaniccia






256,000



512,000















5/25/10











10,000











167,7005/25/10















10,000



19.28



69,900William G. Kiesling






250,016



500,032















5/25/10











8,500











144,2455/25/10















18,000



19.28



125,820Paul Quick






249,600



499,200















5/25/10











7,000











118,7905/25/10















14,000



19.28



97,860Laurie F. Gilner






147,000



294,000















10/29/10











7,500











110,32510/29/10















7,500



16.75



45,675     (1)
    
    These columns reflect the target and maximum payouts for grants
    made under our MIP for fiscal 2011. Payout information appears
    in the Summary Compensation Table under Bonus. For
    information on the performance criteria for these awards and the
    determination of payouts, see the discussion under Annual
    Incentive Compensation beginning on page 23.(2)
    
    Reflects stock bonus awards of time-vested RSUs granted under
    our 2004 Stock Plan. Subject to satisfaction of a service-based
    vesting condition, these RSUs will vest and be redeemed
    automatically to the extent of 50% of the underlying shares on
    each of the
    3rd and

    4th

    anniversaries of the grant date, except that the RSUs granted to
    Mr. Paccapaniccia will vest and be redeemed automatically
    to the extent of 25% percent of the underlying shares on each of
    the 3rd

    and 4th

    anniversaries of the grant date and to the extent of 50% thereof
    on the
    5th

    anniversary of the grant date.(3)
    
    Reflects stock option grants under our 2004 Stock Plan. Each
    grant has a seven-year term and vests as to 25% of the
    underlying shares on each of the first four anniversaries of the
    grant date. The exercise price reflects the closing market price
    on the trading day immediately preceding the grant date, as
    provided in our 2004 Stock Plan.(4)
    
    Reflects the grant date fair value of equity awards computed in
    accordance with FASB ASC Topic 718 using the assumptions
    described in Note 6 to CSS consolidated financial
    statements included in its Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 2011.   40




---



##### 



Outstanding
    Equity Awards at Fiscal Year End  March 31,
    2011    Stock AwardsOption Awards



MarketNumber of

Number of





Number

Value ofSecurities

Securities





of Shares

Shares orUnderlying

Underlying





or Units

Units ofUnexercised

Unexercised

Option



of Stock

StockOptions

Options

Exercise

Option

that have

that have(#)

(#)

Price

Expiration

Not
    Vested(2)

Not
    Vested(3)Name

Exercisable

Unexercisable(1)

($)

Date

(#)

($)Christopher J. Munyan


2,625







23.83



4/24/2013







10,000







30.73



4/19/2011







100,000







27.60



5/12/2011







18,750



6,250



35.23



5/25/2012







7,000



7,000



27.57



6/03/2015







6,090



18,270



20.68



5/27/2016











40,000



19.28



5/25/2017























31,050



585,293Vincent A. Paccapaniccia






10,000



19.28



5/25/2017























10,000



188,500William G. Kiesling


6,900







30.73



4/19/2011







10,500



3,500



35.23



5/25/2012







3,500



3,500



27.57



6/03/2015







3,045



9,135



20.68



5/27/2016











18,000



19.28



5/25/2017























15,025



283,221Paul Quick


5,000



5,000



16.62



10/29/2015







1,740



5,220



20.68



5/27/2016











14,000



19.28



5/25/2017























10,480



197,548Laurie F. Gilner






7,500



16.75



10/29/2017























7,500



141,375     (1)
    
    Options unexercisable as of March 31, 2011 vest and become
    exercisable as follows, assuming no termination of employment
    occurs prior to the vesting dates indicated:  Percentage ofUnderlying Shares inOption Expiration Date

Balances Vest in Equal Installments on

Each InstallmentMay 25, 2012

May 25, 2011


100
%June 3, 2015

June 3, 2011 and 2012


50
%October 29, 2015

October 29, 2011 and 2012


50
%May 27, 2016

May 27, 2011, 2012 and 2013


331/3
%May 25, 2017

May 25, 2011, 2012, 2013 and 2014


25
%October 29, 2017

October 29, 2011, 2012, 2013 and 2014


25
%  41




---



##### 



(2)
    
    Reflects shares underlying time-vested RSUs granted under our
    2004 Stock Plan. Subject to the satisfaction of a service-based
    vesting condition, these awards vest and will be redeemed
    automatically according to the following schedule:  Number of SharesDate of Vesting and Redemption

Munyan

Paccapaniccia

Kiesling

Quick

GilnerMay 27, 2012


6,525







3,262



1,740



May 27, 2013


6,525







3,263



1,740



May 25, 2013


9,000



2,500



4,250



3,500



May 25, 2014


9,000



2,500



4,250



3,500



May 25, 2015






5,000











October 29, 2013


















3,750October 29, 2014


















3,750Total


31,050



10,000



15,025



10,480



7,500   (3)
    
    Market value determined by multiplying: (a) the
    March 31, 2011 closing market price of CSS common stock of
    $18.85 per share, by (b) the number of shares underlying
    time-vested RSU grants that have not vested. Option
    Exercises and Stock Vested  Fiscal 2011   Nonqualified
    Deferred Compensation  Fiscal 2011          Investment Benchmark

Rate of ReturnVanguard Prime Money Market Investor Shares


0.07
%Vanguard Total Stock Market Index Investor Shares


17.47
%Vanguard Life Strategy Growth Fund


15.10
%Vanguard Life Strategy Moderate Growth Fund


13.02
%  42




---



##### 



AggregateAggregate

BalanceEarnings in

atLast
    FY(1)

Last
    FYE(2)Name

($)

($)Christopher J. Munyan


22,329



164,024William G. Kiesling


1,727



11,613     (1)
    
    The amounts reported under Aggregate Earnings in Last
    FY are also reported in the Summary Compensation Table
    under Change in Pension Value and Nonqualified Deferred
    Compensation Earnings.(2)
    
    All amounts in this column were fully vested as of
    March 31, 2011, except that only 80% of the amount shown
    for Mr. Kiesling was vested as of such date. The amounts in
    this column are inclusive of the following amounts disclosed as
    compensation in our Summary Compensation Tables for previous
    years: Mr. Munyan  $110,436 and
    Mr. Kiesling  $13,834. The amount shown in the
    table above for Mr. Kiesling is less than the sum of the
    amounts that were included as compensation in our Summary
    Compensation Tables for previous years due to negative
    investment performance in certain years. POTENTIAL
    PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL    
    benefits generally provided to all salaried employees;
    provisions under CSS 1994 Stock Plan and 2004 Stock Plan
    allowing an option holder to exercise within 90 or 180 days
    after his or her last day of employment those stock options that
    were exercisable as of his or her last day of employment, other
    than in the case of termination for cause or voluntary
    resignation; and
    benefits that would be provided upon death or disability under
    supplemental life insurance policies paid for by CSS for the
    benefit of our named executive officers.   43




---



##### 



Severance
    Agreements
  Christopher J. Munyan
  Vincent A. Paccapaniccia
  Paul Quick
  Laurie F. Gilner
 44




---



##### 



Severance
    Pay Plan for Senior Management (SPP)
          Years of Continuous Service

Number of Weeks of Severance Pay0 up to 2 years

26Over 2 years up to 5 years

39Over 5 years

52 (the maximum allowance)      45




---



##### 



Estimated TaxReimbursements onSeverance Payments


Medical Benefits


Medical BenefitsName

($)


($)


($)Christopher J.
    Munyan(1)


1,215,000



20,628



Vincent A.
    Paccapaniccia(2)


640,000







William G.
    Kiesling(3)


312,520



13,752



7,275Paul
    Quick(4)


312,000







Laurie F.
    Gilner(5)


793,750







     (1)
    
    Reflects aggregate severance payments and medical benefits that
    would have been provided to Mr. Munyan in installments over
    the course of 27 months (18 months in the case of
    medical benefits) under his employment agreement, assuming that
    Mr. Munyan would not receive, or have accrued for his
    benefit, any earnings or compensation for his services as an
    employee or independent contractor during the period from
    April 1, 2012 to June 30, 2013. The severance payments
    otherwise payable during that period would be reduced by and to
    the extent of any such earnings or compensation. The conditions
    applicable to such severance payments and the timing for such
    payments are described on page 44 under Severance
    Agreements. Because his employment agreement provides for
    severance pay in excess of the severance pay that would
    otherwise be provided under the SPP, Mr. Munyan would not
    have received severance payments or medical benefits under the
    SPP.(2)
    
    Reflects aggregate severance payments that would have been
    provided to Mr. Paccapaniccia in installments over the
    course of 24 months under his employment agreement,
    assuming that Mr. Paccapaniccia would not receive, or have
    accrued for his benefit, any earnings or compensation for his
    services as an employee or independent contractor during the
    period from April 1, 2012 to March 31, 2013. The
    severance payments otherwise payable during that period would be
    reduced by and to the extent of any such earnings or
    compensation. The conditions applicable to such severance
    payments and the timing for such payments are described on
    page 44 under Severance Agreements. Because his
    employment agreement provides for severance pay in excess of the
    severance pay that would otherwise be provided under the SPP,
    Mr. Paccapaniccia would not have received severance
    payments or medical benefits under the SPP.(3)
    
    Reflects aggregate severance payments, medical benefits and tax
    reimbursement payments that would have been provided to
    Mr. Kiesling under the SPP.(4)
    
    Reflects aggregate severance payments that would have been
    provided to Mr. Quick in installments over the course of
    twelve months under his employment agreement. The conditions
    applicable to such severance payments and the timing for such
    payments are described on page 44 under Severance
    Agreements. Because his employment agreement provides for
    severance pay in excess of the severance pay that would
    otherwise be provided under the SPP, Mr. Quick would not
    have received severance payments or medical benefits under the
    SPP.(5)
    
    Reflects aggregate severance payments that would have been
    provided to Ms. Gilner in installments for the period from
    April 1, 2011 until September 6, 2013 under her
    employment agreement, assuming that Ms. Gilner would not
    receive, or have accrued for her benefit, any earnings or
    compensation for her services as an employee or independent
    contractor during the period from April 1, 2012 to
    September 6, 2013. The severance payments otherwise payable
    during that period would be reduced by and to the extent of any
    such earnings or 46




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##### 



compensation. The conditions applicable to such severance
    payments and the timing for such payments are described on
    page 44 under Severance Agreements. Because her
    employment agreement provides for severance pay in excess of the
    severance pay that would otherwise be provided under the SPP,
    Ms. Gilner would not have received severance payments or
    medical benefits under the SPP.  Change of
    Control
  Change
    of Control Severance Pay Plan for Executive
    Management
    
    A change of control occurs upon: the sale or
    other disposition of all or substantially all of the assets of
    CSS; a merger or consolidation of CSS with another corporation
    where the stockholders of CSS, immediately prior to such
    transaction, do not beneficially own, immediately after such
    transaction, shares having more than 50% of the voting power for
    the election of directors; or the possession by any person of
    more than 50% of the voting power of CSS outstanding
    securities, other than as a result of: (i) the death of a
    stockholder, or (ii) a transaction in which CSS becomes a
    subsidiary of another corporation in which the stockholders of
    CSS immediately prior to the transaction, hold, immediately
    after the transaction, more than 50% of the voting power to
    elect the directors of such other corporation.
    The following constitute grounds for termination for
    cause: (i) conviction of a felony; (ii) willful
    and gross neglect of job responsibilities; (iii) willful
    misconduct in connection with performing job responsibilities
    resulting in material damage to CSS; or (iv) willful
    failure to substantially perform duties (not due to physical or
    mental illness).
    An executive may terminate his or her employment for good
    reason based upon the occurrence of any of the following
    upon, or within two years after, a change of control event:
    (i) material diminution of authority, duties,
    responsibilities or base compensation of the executive or the
    supervisor to whom the executive is required to report; or
    (ii) material change in the geographic location at which
    the executive must provide services.       47




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##### 



Change
    of Control Provisions under the 1994 Stock Plan and the 2004
    Stock Plan
      
    Under the 1994 Stock Plan:  the sale or
    exchange of all or substantially all of the assets of CSS; the
    dissolution or liquidation of CSS; or a merger or consolidation
    involving CSS and another corporation; and
    Under the 2004 Stock Plan:  the sale or
    other disposition of all or substantially all of the assets of
    CSS; the dissolution or liquidation of CSS; a merger or
    consolidation of CSS with another corporation where the
    stockholders of CSS, immediately prior to such transaction, will
    not beneficially own, immediately after such transaction, shares
    having more than 50% of the voting power for the election of
    directors; or the possession by any person that was not a CSS
    stockholder on August 4, 2004, the effective date of the
    2004 Stock Plan, of more than 50% of the voting power of
    CSS outstanding securities, other than as a result of:
    (i) the death of a stockholder, or (ii) a transaction
    in which CSS becomes a subsidiary of another corporation in
    which the stockholders of CSS immediately prior to the
    transaction, hold, immediately after the transaction, more than
    50% of the voting power to elect the directors of such other
    corporation.    Summary
    of Payments and Benefits in Connection with a Change of
    Control
   48




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##### 



COC Provisions of 1994Stock Plan and 2004Stock PlanValue of StockCOC Plan

Options that Would

Value of RSUs as toEstimated Tax

Become Exercisable

which RestrictionsReimbursements on

on a

Would Lapse on aSeverance

Medical

Medical Benefits

COC(1)

COC(2)Name

Pay ($)

Benefits ($)

($)

($)

($)Christopher J. Munyan


1,818,649



20,628



13,138







585,293Vincent A. Paccapaniccia


736,000



20,628



11,023







188,500William G. Kiesling


799,414



20,628



10,913







283,221Paul Quick


797,600



17,892



7,778



11,150



197,548Laurie F.
    Gilner(3)


634,500



19,692



7,969



15,750



141,375     (1)
    
    Reflects the number of shares underlying options that would
    become exercisable multiplied by the difference between the
    March 31, 2011 closing market price per share of CSS common
    stock of $18.85 and the stock option exercise price.(2)
    
    Reflects the number of shares underlying RSUs as to which
    restrictions would lapse multiplied by the March 31, 2011
    closing market price per share of CSS common stock of $18.85.(3)
    
    The COC Plan columns reflect the benefits that Ms. Gilner
    would have been entitled to receive under the COC Plan if a
    change of control had occurred, and Ms. Gilner had
    terminated her employment for good reason. If a
    change of control had occurred and we terminated
    Ms. Gilners employment other than for cause,
    Ms. Gilner would not be eligible to receive benefits under
    the COC Plan because under such circumstances the severance
    benefits available under her employment agreement would be
    greater than those available to her under the COC Plan.  Nonqualified
    Supplemental Executive Retirement Plan
   49




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##### 



PROPOSAL 4 
    
    ADVISORY VOTE ON EXECUTIVE COMPENSATION  Regulation S-K.
  Regulation S-K,
  say-on-pay say-on-pay
    OUR BOARD RECOMMENDS A VOTE FOR APPROVAL,
    ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION PAID TO
    OUR NAMED EXECUTIVE OFFICERS IN FISCAL 2011, AS DISCLOSED IN
    THIS PROXY STATEMENT.
 50




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##### 



PROPOSAL 5 
    ADVISORY VOTE ON FREQUENCY OF
    ADVISORY VOTE ON EXECUTIVE COMPENSATION  say-on-pay say-on-pay
  say-on-frequency say-on-pay say-on-pay
  OUR BOARD RECOMMENDS A VOTE IN FAVOR OF HOLDING A
    NON-BINDING, ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED
    EXECUTIVE OFFICERS ONCE EVERY 1 YEAR.
 DIRECTOR
    COMPENSATION  FISCAL 2011        Fees Earned

Optionor Paid in Cash

Awards(1)

TotalName

($)

($)

($)Scott A. Beaumont


41,833



26,880



68,713James H. Bromley


52,500



26,880



79,380John J. Gavin


57,833



26,880



84,713James E. Ksansnak


46,833



26,880



73,713Rebecca C. Matthias


52,000



26,880



78,880     (1)
    
    Reflects the grant date fair value computed in accordance with
    FASB ASC Topic 718 for stock options granted to our non-employee
    directors under the 2006 Stock Plan on November 30, 2010.
    On that date, each director was granted an option to purchase
    4,000 shares of CSS common stock at an exercise price of
    $18.27 per share. The grant date fair value of these awards was
    $6.72 per underlying share. Assumptions used to determine the 51




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##### 



grant date fair value are set forth in Note 6 to CSS
    consolidated financial statements included in CSS Annual
    Report on
    Form 10-K
    for the fiscal year ended March 31, 2011.    Shares UnderlyingDirector

Outstanding OptionsScott A. Beaumont


24,500James H. Bromley


50,000John J. Gavin


16,000James E. Ksansnak


38,000Rebecca C. Matthias


38,000  SECTION 16(a)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE   STOCKHOLDER
    PROPOSALS        By:
    Michael A. Santivasci,Secretary       CSS will provide to each person solicited, without charge
    except for exhibits, upon written request, a copy of its Annual
    Report on
    Form 10-K,
    including the consolidated financial statements and financial
    statement schedule, as filed with the SEC for the fiscal year
    ended March 31, 2011. Requests should be directed to CSS
    Industries, Inc., Attention: Corporate Secretary, 1845 Walnut
    Street, Suite 800, Philadelphia, Pennsylvania, 19103.
  52




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##### 



Annex 1
  CSS
    INDUSTRIES, INC.
  2011
    STOCK OPTION PLAN
 FOR
    NON-EMPLOYEE DIRECTORS
  Purpose.
  The Plan.
  Administration.
  Participation in the Plan.
  Shares Subject to the
    Plan.
  Non-Statutory Stock Options.
  Terms, Conditions and Forms of
    Options.
  Option Grant Dates.
 A-1




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##### 



Purchase Price.
  Exercisability and Term of
    Options.
  Termination of Service.
  Death.
  Payment.
  8.
    Adjustment
    upon Changes in Shares; Acceleration and Cancellation of
    Options.   A-2




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##### 



Rule 13d-3
  9. Transferability
    of Options.
  Nontransferability of Options.
  Transfer of Options
 A-3




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##### 



10. Limitations
    of Rights.
  No Right to Continue as a
    Director.
  No Stockholders Rights for Holders of
    Options.
  No Repricing Without Stockholder
    Approval
  Effective Date and Duration of
    Plan.
  Amendment, Suspension or Termination of the
    Plan.
  Notice.
  Use of Proceeds.
  No Fractional Shares.
  Expenses of the Plan.
  Compliance with Applicable
    Law.
 A-4




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##### 



Governing Law.
 A-5




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##### 



DIRECTIONS TO THE RITTENHOUSE HOTEL
 From Philadelphia International Airport:
 From Baltimore, Washington and Points South:
 From Southern New Jersey and Atlantic City (via The Walt Whitman Bridge):
 From Harrisburg, Hershey, Lancaster PA/Expressway:
 From New York, New Jersey and Points North Via New Jersey Turnpike:
 
 THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
 CSS INDUSTRIES,
INC.
  This Proxy, when properly executed, will be voted in the manner directed by the undersigned
stockholder with respect to the Election of Directors and with respect to each of the other
Proposals. This Proxy will be voted in the discretion of the holders of this Proxy upon such other
matters as may properly come before the annual meeting or any adjournments thereof. If directions
are not provided by the undersigned stockholder, this Proxy will be voted as recommended by the
Board of Directors with respect to each Proposal.
 THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN AND DATE THIS PROXY ON
THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
 (Continued and to
be signed on the reverse side.)
 14475




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##### 



ANNUAL MEETING OF
STOCKHOLDERS OF
 CSS INDUSTRIES,
INC.
 August 2, 2011
 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 2, 2011:
  
 ↓ ↓
 20730030040000000   2
    080211
 PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE xFOR
    
    AGAINST
    
    ABSTAIN1. Election of
      Directors:
    
    
    
    
    
    
    
    
    2.
    
    Approval of the 2011 Stock Option Plan for Non-Employee
Directors.
    
    o
    
    o
    
    oNOMINEES:o
    o
    o
    
    FOR ALL NOMINEES
WITHHOLD AUTHORITYFOR ALL NOMINEES
FOR ALL EXCEPT(See instructions below)
    
    ¡
¡
¡
¡
¡
¡
¡
    
    Scott A. Beaumont

James H. Bromley

Jack Farber
John J. Gavin

James E. Ksansnak

Rebecca C. Matthias

Christopher J. Munyan
    
    
    
    
    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.3.
    
    Ratification of the selection of KPMG LLP as the Companys
independent registered public accounting firm for the fiscal year
ending March 31, 2012.
    
    FOR
o
    
    AGAINST
o
    
    ABSTAIN
oTHE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
    
    
    
    
    
    
    
    
    
    FOR
    
    AGAINST
    
    ABSTAIN4.
    
    Approval, on a non-binding, advisory basis, of the compensation
paid to the Companys named executive officers for the fiscal
year ended March 31, 2011.
    
    o
    
    o
    
    oINSTRUCTIONS:
      To withhold authority to vote for any individual nominee(s), mark FOR ALL
      EXCEPT and fill in the circle next to each nominee you wish to withhold,
      as shown here:=
    
    
    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 4.1 year
    
    2 years
    
    3 years
    
    ABSTAIN5.
    
    Non-binding, advisory vote on the frequency (i.e., once
every 1 year, 2 years, or 3 years) of holding a nonbinding,
advisory stockholder vote on the compensation
paid to our named executive officers.
    o
    
    o
    
    o
    
    oTHE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF HOLDING
A NON-BINDING, ADVISORY VOTE ON THE COMPENSATION PAID TO OUR
NAMED EXECUTIVE OFFICERS ONCE EVERY 1 YEAR.To
      change the address on your account, please check the box at right and
      indicate your new address in the address space above. Please note that
      changes to the registered name(s) on the account may not be submitted via
      this method.
    
    o
 Signature of
      Stockholder
    
    Date:
    
    Signature of Stockholder
    
    Date:
 Note:
    
    Please sign exactly as your name or names appear on
      this Proxy. When shares are held jointly, each holder should sign. When
      signing as executor, administrator, attorney, trustee or guardian, please
      give full title as such. If the signer is a corporation, please sign full
      corporate name by duly authorized officer, giving full title as such. If
      signer is a partnership, please sign in partnership name by authorized
      person.