CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF

CSS INDUSTRIES, INC.

(As amended by the Board of Directors on May 31, 2006 and May 29, 2008)

I.          Purpose

The Audit Committee (the "Committee") of the Board of Directors (the "Board") of CSS Industries, Inc. (the "Company") is appointed by, and generally acts on behalf of, the Board.  The Committee's purposes shall be:

A.        To assist the Board in its oversight of (1) the integrity of the Company's financial statements; (2) the Company's compliance with legal and regulatory requirements; (3) the independent auditor's qualifications and independence; and (4) the performance of the Company's internal audit function and independent auditors;

B.         To interact directly with the independent auditors, including to determine whether to engage or dismiss the independent auditors; ands

C.        To prepare the report required by the rules of the Securities and Exchange Commission (the "SEC") to be included in the Company's proxy statement.

Although the Committee has the powers and responsibilities set forth in this Charter, the role of the Committee is oversight.  The members of the Committee are not full-time employees of the Company and may or may not be accountants or auditors by profession or experts in the fields of accounting or auditing and, in any event, do not serve in such capacity.  Consequently, it is not the duty of the Committee to conduct audits, to independently verify management's representations, or to determine that the Company's financial statements are complete and accurate, prepared in conformity with U.S. generally accepted accounting principles ("GAAP"), or fairly present the financial condition, results of operations, and cash flows of the Company in accordance with GAAP.  These are the responsibilities of management and the independent auditors.  The Committee's considerations and discussions with management and the independent auditors do not assure that the Company's financial statements are presented in conformity with GAAP, that the audit of the Company's financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), or that the Company's independent auditors are in fact "independent."

II.        Membership

A.        The Committee shall be composed of at least three directors, each of whom must be independent.  A director shall qualify as independent if he or she meets the independence requirements of the SEC and of the New York Stock Exchange ("NYSE").

B.         All members of the Committee must be financially literate or become financially literate within a reasonable time after appointment to the Committee.  At least one member shall have accounting or related financial management expertise.  To the extent possible, at least one member of the Committee shall be a "audit committee financial expert" as that term is defined by the SEC.

C.        The members of the Committee shall be appointed by a majority of the Board for one-year terms.  The Board shall designate, one member of the Committee to serve as Chairperson.  The members of the Committee shall serve until their resignation, retirement, or removal by the Board or until their successors shall be appointed.  No member of the Committee shall be removed except by majority vote of the independent directors of the full Board then in office.

D.        No member of the Committee may serve simultaneously on the audit committees of more than three public companies without a specific Board determination that such simultaneous service will not impair the ability of such Committee member to serve on the Committee.

III.       Meetings and Procedures

A.        The Committee shall meet as often as it may deem necessary and appropriate in its judgment, but in no event less than four times per year.  A majority of the members of the Committee shall constitute a quorum.

B.         The Committee shall meet with the independent auditors, the senior personnel performing the Company's internal audit function, and management in separate meetings, periodically, as often as it deems necessary and appropriate in its judgment.

C.        The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.

D.        The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests.

E.         The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter.

F.         The Committee shall report to the Board on the matters discussed at each meeting of the Committee, including describing all actions taken by the Committee at the meeting.

G.        The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

H.        The Committee may delegate authority to one or more members of the Committee where appropriate, but no such delegation shall be permitted if the authority is required by a law, regulation, or listing standard to be exercised by the Committee as a whole.

I.          The Committee shall have the authority to obtain advice and assistance from internal and external legal, accounting and other advisors, and the Company shall provide appropriate funding for the Committee to retain any such advisors without requiring the Committee to seek Board approval.

IV.       Statement of Policy

The Committee and each member of the Committee individually, shall be entitled to rely in good faith on information, opinions, reports or statements or other information prepared or presented to them by (i) members of the Company's management and other employees of the Company and its affiliates, whom such member believes to be reliable and competent in the matters presented, and (ii) counsel, certified public accountants or other persons as to matters which the member believes to be within the professional competence of such person.

V.        Duties and Responsibilities

A.        Financial Reporting Process

1.         The Committee shall review and discuss with management and the independent auditors the annual audited financial statements to be included in the Company's annual report on Form 10-K, the quarterly financial statements to be included in the Company's Form 10-Qs, the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and any other financial disclosures to be included in SEC filings prior to their release.  This discussion should include, where appropriate, a discussion about the Company's accounting principles, critical accounting estimates, financial statement presentation, significant financial reporting issues and judgments (including off-balance sheet structures and the use of pro forma or non-GAAP financial information), the adequacy of the Company's internal controls, and any regulatory and accounting initiatives, correspondence with regulators, or published reports that raise material issues with respect to, or that could have a significant effect on, the Company's financial statements.

2.         The Committee shall recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.

3.         The Committee shall review earnings press releases prior to their release, as well as the types of financial information and earnings guidance provided to analysts and rating agencies.

4.         The Committee shall prepare the report required by the rules of the SEC to be included in the Company's annual proxy statement.

B.         Risks and Control Environment

1.         The Committee shall discuss periodically with management the Company's policies and guidelines regarding risk assessment and risk management, as well as the Company's major financial risk exposures and the steps that management has taken to monitor and control such exposures.

2.         The Committee shall meet periodically with the personnel performing the internal audit function, the general counsel's office, and the independent auditors to review the Company's policies and procedures regarding disclosures that may impact the financial statements and compliance with applicable laws and regulations and the Company's Code of Business Ethics and Internal Disclosure Procedures ("Code").

3.         The Committee shall oversee the Company's internal controls and procedures for financial reporting, and internal controls relating to the authorization of transactions and the safeguarding and control of assets, and, where applicable, shall oversee the changes in internal controls intended to address any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees that are reported to the Committee.  In addition, the Committee shall review and discuss the annual internal control report of management and the results of the independent auditors' audit of, and opinion on, the effectiveness of internal control over financial reporting, when those reports are required by SEC rules.

C.        Independent Auditors

1.         The Committee shall have the sole authority to retain, set compensation and retention terms for, terminate, oversee (including the resolutions of any disagreements between the management of the Company and the independent auditors), and evaluate the activities of the Company's independent auditors.  The independent auditors shall report directly to the Committee.  The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors.

2.         The Committee shall review and approve in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services and the fees for such services.  Pre-approval of lawfully permitted non-audit services may be pursuant to appropriate policies and procedures established by the Committee for the pre-approval of such non-audit services, provided that any such pre-approved non-audit services are reported to the full Committee at its next scheduled meeting.

3.         Prior to initiation of the audit, the Committee shall meet with the independent auditors to discuss the planning and staffing of the audit, including the impact of applicable rotation requirements and other independence rules on the staffing.

4.         The Committee shall, at least annually, obtain and review a written report by the independent auditors describing:  (i) the independent auditors' internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities or a private sector regulatory board, within the preceding five years, respecting one or more independent audits performed by the firm, and any steps taken to deal with any such issues; and (iii) in order to assess the firm's independence, all direct and indirect relationships between the firm and the Company.

5.         The Committee shall review periodically any reports prepared by the independent auditors and provided to the Committee relating to significant financial reporting issues and judgments including, among other things, the Company's selection, application, and disclosure of critical accounting policies and practices, all alternative treatments, assumptions, estimates or methods that have been discussed with management, including the ramifications of such treatments and the treatment preferred by the independent auditors, and any other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.

6.         The Committee shall discuss with the independent auditors any audit problems or difficulties, including any restrictions on the scope of the independent auditors' activities or on access to requested information, and management's response to same, shall discuss with the independent auditors any other matters required to be brought to its attention under auditing standards (e.g., SAS 61 and Independent Standards Board No. 1), and shall resolve any disagreements between the independent auditors and management.

7.         The Committee shall discuss with the independent auditors any auditing or accounting issues concerning the Company as to which the independent auditors communicated with their national office.

8.         After reviewing the reports from the independent auditors and the independent auditors' work, the Committee will conduct an annual evaluation of the independent auditors' performance and independence, including considering whether the independent auditors' quality controls are adequate.  This evaluation also shall include the review and evaluation of the audit engagement team, including the lead partner.  In making its evaluation, the Committee shall take into account the opinions of management and the senior personnel performing the Company's internal audit function.  The Committee shall present its conclusions with respect to the evaluation of the independent auditors to the Board.

9.         The Committee shall set policies for the hiring by the Company of employees or former employees of the independent auditors in conformity with applicable law and SEC rules.

D.        Internal Audit Function

1.         The Committee shall oversee the activities, organizational structure, and qualifications of the persons performing the internal audit function.

2.         The Committee shall review and approve the appointment and replacement of the senior personnel performing the internal audit function.

3.         The Committee shall review and approve the annual internal audit plan of, and any special projects undertaken by, the personnel performing the internal audit function.

4.         The Committee shall review any significant reports to management prepared by the internal audit department and management's responses.

E.         Reports

            The Committee shall make regular reports to the Board on its activities, including reviewing any issues that arise respecting the quality and integrity of the Company's public reporting, the Company's compliance with legal and regulatory requirements, the performance and independence of the Company's independent auditors, the performance of the Company's internal audit department, and the effectiveness of the Company's disclosure controls and procedures.

F.         Other Matters

  1. As to the procedures established by the Committee for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters as presently set forth  in the Internal Disclosure Procedures ("Procedures") portion of the Company's Code, the Committee shall periodically review and reassess the adequacy of such Procedures.
  2.  The Committee shall discuss with management of the Company and the Company's independent auditors any significant or material correspondence with regulators or government agencies, and any employee complaints and published reports that raise material issues regarding the Company's financial statements or accounting policies and shall review management's responses to such correspondence, complaints or reports.
  3. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval.
  4. The Committee shall maintain free and open communication with all other members of the Board, the Company's management and the members of its internal audit department, and the independent auditors.
  5. The Committee shall perform any other activities consistent with this Charter, the Company's Certificate of Incorporation, the Company's Bylaws, and governing law, as the Committee or the Board may deem necessary or appropriate.
  6. The Committee shall have the right to take such other actions as are deemed necessary and appropriate to exercise its responsibilities and authority pursuant to the Sarbanes-Oxley Act of 2002, the rules of the SEC and the requirements of the New York Stock Exchange.
  7. The Committee shall conduct an annual self-evaluation in such manner as determined by the Board.