**Exhibit
      10.1**





**Issued:** **10/04/2006**


**Revised:** **n/a**


**Effective:** **10/09/2006**








**CSS
      INDUSTRIES, INC.**


**SEVERANCE
      PAY PLAN**


**FOR
      SENIOR MANAGEMENT**


**AND**


**SUMMARY
      PLAN DESCRIPTION**








**Effective
      October 9, 2006**





**INTRODUCTION**





The
      purpose of the CSS Industries, Inc. Severance Pay Plan for Senior Management
      (the “Plan”) is to provide payments on a discretionary basis to certain key
      employees of CSS Industries, Inc. (“CSS”) and its subsidiaries whose employment
      is terminated for a reason covered by the Plan. This document is designed to
      serve as both the Plan document and the summary plan description for the Plan.
      The legal rights and obligations of any person having an interest in the Plan
      are determined solely by the provisions of the Plan.





The
      Plan
      is intended to alleviate some of the financial hardship that eligible employees
      may experience when their employment is terminated. In essence, benefits under
      the Plan are intended to be supplemental unemployment benefits. The benefits
      under the Plan are not intended as deferred compensation and no individual
      shall
      have a vested right in such benefits.





CSS,
      as
      the Plan sponsor, has the sole discretion to determine whether an employee
      may
      be considered eligible for benefits under the Plan. All actions taken by CSS
      shall be in its role as the sponsor of the Plan, and not as a fiduciary. Nothing
      in the Plan will be construed to give any employee the right to receive
      severance payments or to continue in the employment of CSS and any of its
      subsidiaries. The Plan is unfunded, has no trustee, and is administered by
      the
      Plan Administrator. The Plan is intended to be an “employee welfare benefit
      plan” within the meaning of section 3(1) of the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”), and 29 C.F.R. § 2510.3-2(b) and is
      to be administered as a “top-hat” welfare plan exempt from the substantive
      requirements of ERISA. Please review the section entitled “Amendment and
      Termination of the Plan” regarding CSS’ reservation of future
      rights.





The
      Plan
      shall be effective as of October 9, 2006 with respect to terminations occurring
      on or after October 9, 2006, and supersedes all prior severance pay plans,
      policies, agreements or practices, whether formal or informal, written or
      unwritten, of CSS and its subsidiaries under which CSS or any of its
      subsidiaries provided severance benefits prior to the effective date of this
      Plan, with the exception of any individual employment contract that contains
      a
      severance pay provision that provides severance in excess of the amount an
      employee would be eligible to receive under this Plan. The Plan will continue
      until terminated as provided herein.





**GENERAL
      INFORMATION**





**1.**
            **Plan
                Name:**CSS
                Industries, Inc. Severance Pay Plan for Senior
                Management





**2.**
            **Plan
                Number:**506





**3.**
            **Plan
                Sponsor:**CSS Industries, Inc.


1845
                Walnut Street, Suite 800


Philadelphia, PA 19103





**4.**
            **Employer
                Identification Number:**13-1920657


2


**5.**
            **Type
                of Plan:**Welfare
                Benefit - Severance Pay Plan





**6.**
            **Plan
                Administrator:**Severance Plan Administrative
                Committee


CSS
                Industries, Inc.


1845
                Walnut Street, Suite 800


Philadelphia, PA 19103





**7.**
            **Agent
                for Service of Legal Process:**The Plan Administrator at the address
                above.





**8.**
            **Sources
                of Contributions:**The
                Plan is unfunded and CSS and the Participating Subsidiaries pay the
                cost
                of coverage from their assets.****





**9.**
            **Type
                of Administration:**The
                Plan is administered by the Plan Administrator with benefits provided
                in
                accordance with the provisions of this Plan
                document.





**10.**
            **Recordkeeping:**The
                Plan and its records are kept on a fiscal year basis, April 1 through
                March 31. For the first plan year, the records are kept on the short
                plan
                year for the period between October 9, 2006 and March 31,
                2007.





**11.**
            **Participating
                Subsidiaries:**The
                subsidiaries and affiliates of CSS that participate in the Plan are
                identified in the attachedExhibit
                B.





**DEFINITIONS**





**Cause** :
      Except
      to the extent otherwise specified by CSS, a finding by the Employer that you
      have: (i) violated your Employer’s Code of Ethics Policy; (ii) violated the CSS
      Anti-Harassment Policy; (iii) violated your Employer’s Drug-Free Workplace Act
      Policy; (iv) committed insubordination; (v) abused other employees; (vi) engaged
      in theft; (vii) engaged in dishonesty; (viii) engaged in actions of a criminal
      nature; (ix) willfully neglected job responsibilities; (x) violated any other
      CSS or Employer policy; (xi) demonstrated significantly deficient job
      performance that is a willful failure by you to improve your performance despite
      communication(s) by your Employer regarding the performance improvement required
      by the otherwise eligible employees; (xii) committed other act(s) detrimental
      to
      your Employer, its parent or subsidiaries, its employees, and/or its customers;
      or (xiii) engage in or become concerned with, either on your own behalf or
      on
      behalf of any other person, firm, or corporation, any business or activity
      which
      is the same, similar to, or competitive with that conducted by, engaged in,
      or
      developed for later implementation by the Employer.





**Code** :
      Internal Revenue Code of 1986, as amended.





**Committee** :
      The
      Human Resources Committee of the Board of Directors of CSS.





**Comparable
      Job** :
      A job
      with no decrease in total annual compensation (base salary plus target bonus,
      if
      applicable), and which would require the affected individual to report to a
      principal business location that is less than 50 miles from the affected
      individual’s current principal business location. The Plan Administrator will
      have the sole discretion to determine whether a job is a Comparable Job for
      purposes of the Plan.


3


**CSS** :
      CSS
      Industries, Inc.





**Employer** :
      CSS and
      any Subsidiary.





**Employment
      Termination Date** :
      The
      date on which your employment relationship with the Employer is involuntarily
      terminated by the Employer.





**Plan
      Administrator** **:** The
      Severance Plan Administrative Committee as designated by CSS to administer
      the
      Plan in accordance with its terms, or its delegate.





**Release** :
      The
      release and discharge of the Employer and all affiliated persons and entities
      from any and all claims, demands and causes of action relating to your
      employment with the Employer, other than as to any vested benefits to which
      you
      may be entitled under any Employer benefit plan, which will be in such form
      as
      may be proscribed by the Employer, acting as plan sponsor and as a fiduciary,
      from time to time and with such modifications as the Employer deems appropriate
      for your individual situation.





**Senior
      Management Employee** **:** For
      purposes of this Plan, (A) any employee of CSS who either (i) has the officer
      title of President, Vice President, Treasurer or Secretary with such entity,
      or
      (ii) serves as the Managing Director of CSS Pacific Rim Limited; and (B) any
      employee of Cleo Inc, Berwick Offray LLC or Paper Magic Group, Inc. who either
      (i) has the officer title of President of such entity or (ii) has the officer
      title of Vice President with, and directly reports to the President of, such
      entity.





**Severance
      Pay** :
      The
      severance benefits that will be offered to you if you incur a termination of
      employment with the Employer for a reason set forth in the Plan.





**Subsidiary** **:** Any
      subsidiary of CSS that is designated by the Committee as a participating
      employer in the Plan and is listed on the attached Exhibit
      B .





**COVERAGE**





You
      will
      be eligible to participate in this Plan if you are a Senior Management Employee
      at the time of your termination of employment. You will not be eligible to
      participate in this Plan if you are not a Senior Management Employee at the
      time
      of your termination of employment.





**ELIGIBILITY**





**A.** **When
      You Are Eligible**





You
      are **eligible** for
      Severance Pay if (i) your employment with your Employer has been terminated
      by
      the Employer for any reason other than on account of Cause, your death or you
      become disabled and you are not otherwise ineligible for severance pay as set
      forth in section B. below; and (ii) you sign and do not revoke the Employer’s
      standard Release.


4


The
      foregoing in no way limits the right of the Employer to (i) terminate your
      employment and (ii) provide severance under other circumstances, in each case,
      as determined by the Employer in its sole and absolute discretion.





**B.** **When
      You Are Not Eligible**





You
      are **not
      eligible** for
      Severance Pay in any of the following circumstances:





1.
            You
                voluntary resign, including retirement, for any reason or no reason.





2.
            You
                are discharged involuntarily for violation of Employer rules, or
                for
                Cause, or the Employer discovers following your Employment Termination
                Date that you engaged in conduct that constitutes Cause during or
                after
                your employment with the Employer.





3.
            You
                are terminated by your Employer after you are offered a Comparable
                Job and
                you refuse to accept the Comparable
                Job.





4.
            You
                have an individual employment contract that contains a severance
                pay
                provision that provides severance in excess of the amount you would
                be
                eligible to receive under the Plan.





5.
            Prior
                to or on your last day of scheduled employment, you die or prior
                to
                notification of an Employment Termination Date, you experience a
                physical
                or mental condition entitling you to any sick pay, disability or
                workers
                compensation.





Notwithstanding
      any provision of the Plan to the contrary, the Committee, in its sole discretion
      and acting on behalf of the Employer as the Plan sponsor and not as a fiduciary,
      reserves the right (a) to determine whether an employee satisfies the
      eligibility requirements for Severance Pay, (b) to award Severance Pay to a
      terminated employee not otherwise eligible, (c) to deny benefits to an employee
      otherwise eligible under the terms of the Plan, (d) to award benefits to any
      terminated employee in a greater or lesser amount than provided for in the
      Plan,
      and/or (e) to pay out benefits in a manner or on a schedule other than provided
      for in the Plan.





**PLAN
      BENEFITS**





**Severance
      Pay**





If
      you
      are selected to receive Severance Pay under the Plan, as determined by the
      Committee, the benefit for which you may be eligible may be based upon your
      years of service, compensation, or any other factors determined to be relevant
      by the Committee. For example, your past contributions to the Employer’s
      business, the conditions in the employment market, and other equitable
      considerations may be relevant factors. However, the Committee may provide
      a
      fixed level or schedule of benefits in connection with any special termination
      program designated by the Committee; provided, that such program shall not
      provide less benefits than that provided under this Plan. In the absence of
      any
      other determination, if your employment is terminated for a reason described
      above under “When you are Eligible,” your Severance Pay will be equal to your
      weekly base pay for the period determined in accordance with the chart set
      forth
      on the attached Exhibit
      A . ****


5


Years
      of
      service for purposes of the chart in Exhibit
      A shall be
      full calendar years measured from your employment commencement date with your
      Employer (and each anniversary thereof). For purposes of determining your total
      number of calendar years, you will be provided with credit for all of your
      years
      of service with any Employer that participates in this Plan. Therefore, if
      you
      transfer between Employers, your service with all such Employers will be
      counted. For purposes of determining your employment commencement date, the
      date
      you first worked for an Employer will be used. If you worked for an entity
      whose
      business or assets have been acquired by an Employer, your service with such
      entity prior to the acquisition will only be counted if determined by the
      Employer. No partial years of service will be counted. Therefore, if your total
      years of service includes a period of months that is less than 12, your total
      years of service will be rounded down to the nearest whole year.





Weekly
      base pay is your weekly rate of wages or salary in effect on your Employment
      Termination Date, excluding all extra pay, including, but not limited to,
      incentive bonuses, overtime pay, commissions, car allowances or other
      allowances, Employer contributions to the Employer’s 401(k) plan and other
      deferred compensation arrangements and other Employer paid
      benefits.




Severance
      Pay will be paid from the general assets of the Employer and will be paid to
      you
      in equal installments according to your Employer’s normal payroll schedule over
      the severance period determined in accordance with the chart set forth on the
      attached Exhibit
      A ,
      provided that payment of Severance Pay shall not commence until the period
      has
      expired for revocation of the Release that you must sign to be entitled to
      Severance Pay. Severance Pay will be subject to all applicable federal, state
      and local tax withholding requirements.




All
      fringe benefits, including health and welfare, pension, life insurance, vacation
      and personal days, will cease on your Employment Termination Date, regardless
      of
      whether Severance Pay is made after that date.




If
      you
      receive Severance Pay under this Plan and elect health care continuation
      coverage under the Consolidated Omnibus Reconciliation Act (“COBRA”) following
      termination of your employment, the Employer will pay for a portion of the
      monthly COBRA premium, on the same basis as the Employer pays for a portion
      of
      such coverage for active employees, for the period Severance Pay is paid to
      you
      under the Plan, unless it is earlier discontinued at your request. If continued,
      normal employee premium deductions will be made from your Severance
      Pay.




If
      you
      die before you have received Severance Pay to which you are entitled under
      the
      Plan, your Severance Pay will be paid to your estate.


6





If
      you
      are eligible to receive Severance Pay under an employment agreement and under
      the Plan, you will receive the greater of the benefits under the employment
      agreement or the Plan, but not both.




**When
      Benefits End**





Severance
      Pay and any other benefits will be discontinued immediately if:





1.
            The
                Employer determines that you engaged in any of the actions defined
                above
                as “Cause,” even if such determination is made following your Employment
                Termination Date.





2.
            You
                breach any term of your Release, post-employment agreement, or other
                agreement relating to your
                employment.





**CLAIMS
      PROCEDURE**





Any
      request or claim for Severance Pay shall be deemed to be filed when a written
      request is made by the claimant or the claimant’s authorized representative
      which is reasonably calculated to bring the claim to the attention of the Plan
      Administrator.





The
      Plan
      Administrator, or its designee, shall advise the claimant or such claimant’s
      representative, in writing or in electronic form, of its decision within 90
      days
      of receipt of the claim for Severance Pay, unless special circumstances require
      an extension of such 90-day period for not more than an additional 90 days.
      Where such extension is necessary, the claimant shall be given written notice
      of
      the delay before the expiration of the initial 90-day period, which notice
      shall
      set forth the reasons for the delay and the date the Plan Administrator expects
      to render its decision. If the extension is necessary because the claimant
      has
      failed to submit the information necessary to decide the claim, the Plan
      Administrator’s period for responding to such claim shall be tolled until the
      date the claimant responds to the request for additional information. The
      response shall:




1.
            be
                in writing or in electronic form,





2.
            be
                written in a manner calculated to be understood by the claimant,
                and





3.
            in
                the case of an adverse benefit determination:





a.
            set
                forth the specific reason(s) for the denial of
                benefits;





b.
            contain
                specific references to Plan provisions on which the denial is
                based;





c.
            describe
                any additional material and information, if any, necessary for the
                claim
                for benefits to be perfected, and an explanation of why such material
                or
                information is necessary; and


7


d.
            describe
                the Plan’s review procedures and the time limits applicable to such
                procedures, and include a statement of the claimant’s right to bring a
                civil action under section 502(a) of the ERISA following an adverse
                benefit determination on review.





If
      the
      claimant fails to appeal the Plan Administrator’s adverse benefit determination,
      in writing, within 60 days after its receipt by the claimant, the Plan
      Administrator’s determination shall become final and conclusive.





If
      the
      claimant appeals the Plan Administrator’s adverse benefit determination in a
      timely fashion, the Plan Administrator shall reexamine all issues relevant
      to
      the original denial of benefits. Any such claimant or his or her duly authorized
      representative may review any relevant documents and records, free of charge,
      including documents and records that were relied upon in making the benefit
      determination, documents submitted, considered or generated in the course of
      making the benefit determination (even if such documents were not relied upon
      in
      making the benefit determination), and documents that demonstrate compliance,
      in
      making the benefit determination, with the Plan’s required administrative
      processes and safeguards. In addition, the claimant or his duly authorized
      representative may submit, in writing, any documents, records, comments or
      other
      information relating to such claim for benefits. In the course of the review,
      the Plan Administrator shall take into account all comments, documents, records
      and other information submitted by the claimant or his duly authorized
      representative relating to such claim, regardless of whether it was submitted
      or
      considered as part of the initial benefit determination.





The
      Plan
      Administrator shall advise the claimant or such claimant’s representative, in
      writing or in electronic form, of its decision within 60 days of receipt of
      the
      written appeal, unless special circumstances require an extension of such 60-day
      period for not more than an additional 60 days. Where such extension is
      necessary, the claimant shall be given written notice of the delay before the
      expiration of the initial 60-day period, which notice shall set forth the
      reasons for the delay and the date the Plan Administrator expects to render
      its
      decision. In the event of an adverse benefit determination on appeal, the Plan
      Administrator shall advise the claimant, in a manner calculated to be understood
      by the claimant of:





1.
            the
                specific reason(s) for the adverse benefit
                determination;





2.
            the
                specific Plan provisions on which the decision was
                based;





3.
            the
                claimant’s right to receive, upon request and free of charge, and
                reasonable access to, copies of all documents, records and other
                information relevant to such claim;
                and





4.
            a
                statement describing any voluntary appeals procedures offered by
                the Plan,
                the claimant’s right to obtain information about such procedures, and a
                statement of the claimant’s right to bring an action under section 502(a)
                of ERISA.


8


No
      person
      may bring an action for any alleged wrongful denial of Plan benefits in a court
      of law unless the claims procedures set forth above are exhausted and a final
      determination is made by the Plan Administrator. If you or other interested
      person challenges a decision of the Plan Administrator, a review by the court
      of
      law will be limited to the facts, evidence and issues presented to the Plan
      Administrator during the claims procedure set forth above. Facts and evidence
      that become known to you or other interested person after having exhausted
      the
      claims procedure must be brought to the attention of the Plan Administrator
      for
      reconsideration of the claims determination. Issues not raised with the Plan
      Administrator will be deemed waived.





**PLAN
      ADMINISTRATION**





The
      Severance Plan Administrative Committee will be the Plan Administrator of the
      Plan and the named fiduciary of the Plan for purposes of ERISA. The Severance
      Plan Administrative Committee shall consist of one or more persons appointed
      by
      CSS. The Severance Plan Administrative Committee may, however, delegate to
      any
      person, committee or entity any of its power or duties under the
      Plan.





The
      Plan
      Administrator will be the sole judge of the application and interpretation
      of
      the Plan, and will have the discretionary authority to construe the provisions
      of the Plan and to resolve disputed issues of fact. The Committee will have
      the
      sole authority to make determinations regarding eligibility for benefits. The
      decisions of the Plan Administrator and the Committee in all matters relating
      to
      the Plan that are within the scope of its authority (including, but not limited
      to, eligibility for benefits, Plan interpretations, and disputed issues of
      fact)
      will be final and binding on all parties.





**SECTION
      409A**




If
      section 409A of the Code applies to this Plan, the Plan will be administered
      in
      accordance with the requirements of section 409A, and if and to the extent
      required by section 409A of the Code and applicable guidance, distributions
      to
      employees who are “key employees” as described in section 409A(a)(2)(B)(i) of
      the Code will be made, such distributions shall not begin to be paid until
      6
      months after the key employee’s Employment Termination Date (or if earlier, the
      date of death of the key employee); provided, that to the extent that the
      payment of Severance Pay or other amounts payable under the Plan must be delayed
      for 6 months the affected individual will receive a lump sum payment as soon
      as
      administratively practicable after the end of the 6 month period equal to the
      portion of the Severance Pay or such other amounts that would otherwise have
      been paid during such 6 month period, but for the requirements to comply with
      section 409A of the Code, and the remaining portion of the Severance Pay and
      such other amounts will be paid in accordance with the Employer’s normal payroll
      practices commencing after the end of such 6 month period for the remainder
      of
      the severance period.





**AMENDMENT
      AND TERMINATION OF THE PLAN**





CSS
      reserves the right to amend or terminate the Plan, in whole or in part, at
      any
      time and for any reason. An amendment to the Plan may not discontinue or change
      any payments to a terminated employee who commenced receiving Severance Pay
      under the Plan prior to the effective date of the amendment of the Plan. If
      the
      Plan is terminated, no further benefits will be payable under the Plan to any
      employee who has not commenced receiving Severance Pay prior to the effective
      date of such termination.


9


**NONALIENATION
      OF BENEFITS**





You
      do
      not have the power to transfer, assign, anticipate, mortgage or otherwise
      encumber any rights or any amounts payable under this Plan; nor will any such
      rights or amounts payable under this Plan be subject to seizure, attachment,
      execution, garnishment or other legal or equitable process, or for the payment
      of any debts, judgments, alimony, or separate maintenance, or be transferable
      by
      operation of law in the event of bankruptcy, insolvency, or otherwise. In the
      event you attempt to assign, transfer or dispose of such right, or if an attempt
      is made to subject such right to such process, such assignment, transfer or
      disposition will be null and void.





**ERISA
      RIGHTS STATEMENT**





As
      a
      participant in the Plan, you are entitled to certain rights and protections
      under the Employee Retirement Income Security Act of 1974 (“ERISA”). ERISA
      provides that all Plan participants will be entitled to:





**Receive
      Information about the Plan and Benefits**





·
            Examine,
                without charge, at the Plan Administrator’s office and at other specified
                locations, such as worksites, all documents governing the Plan, including
                a copy of the latest annual report (Form 5500 Series) filed by the
                plan
                with the U.S. Department of Labor and available at the Public Disclosure
                Room of the Employee Benefits Security
                Administration.





·
            Obtain,
                upon written request to the Plan Administrator, copies of documents
                governing the operation of the Plan, including copies of the latest
                annual
                report (Form 5500 Series) and updated summary plan description. The
                Plan
                Administrator may make a reasonable charge for the
                copies.





**Prudent
      Actions by Plan Fiduciaries**





In
      addition to creating rights for Plan participants, ERISA imposes duties upon
      the
      people who are responsible for the operation of the employee benefit plan.
      The
      people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do
      so prudently and in the interest of employees and other Plan participants and
      beneficiaries. No one, including your Employer, or any other person, may fire
      you or otherwise discriminate against you in any way to prevent you from
      obtaining a welfare benefit or exercising your rights under
      ERISA.


10


**Enforcing
      Your Rights**





If
      your
      claim for a benefit is denied or ignored, in whole or in part, you have a right
      to know why this was done, to obtain copies of documents relating to the
      decision without charge, and to appeal any denial, all within certain time
      schedules.





Under
      ERISA, there are steps you can take to enforce the above rights. For instance,
      if you request materials from the Plan and you do not receive them within 30
      days, you may file suit in a federal court. In such a case, the court may
      require the Plan Administrator to provide the materials and pay you up to $110
      a
      day until you receive the materials, unless the materials were not sent because
      of reasons beyond the control of the Plan Administrator. If you have a claim
      for
      benefits that is denied or ignored, in whole or in part, you may file suit
      in a
      state or federal court. If it should happen that the Plan fiduciaries misuse
      the
      Plan’s money or if you are discriminated against for asserting your rights, you
      may seek assistance from the U.S. Department of Labor, or you may file suit
      in a
      federal court. The court will decide who should pay court costs and fees. If
      you
      lose, the court may order you to pay these costs and fees, for example, if
      it
      finds your claim is frivolous.





**Assistance
      with Your Questions**





If
      you
      have any questions about the Plan, you should contact the Plan Administrator.
      If
      you have any questions about this statement or about your rights under ERISA,
      you should contact the nearest office of the Employee Benefits Security
      Administration, U.S. Department of Labor, listed in the telephone directory
      or
      the Division of Technical Assistance and Inquires, Employee Benefits Security
      Administration, U.S. Department of Labor, 200 Constitution Avenue NW,
      Washington, D.C. 20210 (web address: www.dol.gov/dol/pwba ).
      You
      may also obtain certain publications about your rights and responsibilities
      under ERISA by calling the publication hotline of the Employee Benefits Security
      Administration.




11





**EXHIBIT
      “A”**





**SEVERANCE
      PAY FORMULA**





1. **** CSS’
      President and Chief Executive Officer; CSS’ Officers Reporting to CSS’
President; and Presidents of Cleo Inc, Berwick Offray LLC and Paper Magic Group,
      Inc.:





**Years
                of Continuous Service**
            
            **Number
                of Weeks of Severance Pay**0
                up to 2 years
            
            26Over
                2 years up to 5 years
            
            39Over
                5 years
            
            52
                (The maximum allowance)





2.
      All
      other Senior Management Employees:





**Years
                of Continuous Service**
            
            **Number
                of Weeks of Severance Pay**0
                up to 2 years
            
            12Over
                2 years up to 5 years
            
            26Over
                5 years up to 10 years
            
            39Over
                10 years
            
            52
                (The maximum allowance)





**EXHIBIT
      “B”**





**PARTICIPATING
      EMPLOYERS**





Cleo
      Inc


Berwick
      Offray LLC


Paper
      Magic Group, Inc.




2