CHARTER OF THE

NOMINATING AND GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS

OF CSS INDUSTRIES, INC.

 

I.          PURPOSE:

                        The purpose of the Nominating and Governance Committee (the "Committee") of the Board of Directors ("Board") of CSS Industries, Inc. (the "Company") is to identify individuals qualified to become members of the Board, to recommend individuals to the Board for nomination as members of the Board and its committees, to develop and recommend to the Board corporate governance principles applicable to the Company and to oversee the evaluation of the Board and of the management of the Company and its affiliates.  The Committee shall report to the Board on a regular basis and not less than once a year.

II.        MEMBERSHIP:

                        The Committee shall be comprised of at least three members of the Board who satisfy the independence requirements of the New York Stock Exchange.  Members of the Committee are appointed and may be removed by the Board to serve at the pleasure of the Board.  The Board shall designate a Chairman of the Committee.

III.       DUTIES AND RESPONSIBILITIES:

The Committee shall have the following duties and responsibilities:

                        A.        To review periodically and make recommendations to the Board as to changes in the size, composition, organization and operational structure of the Board and its committees.

                        B.         To review and make recommendations on the range of qualifications that should be represented on the Board and the eligibility criteria for individual Board membership.

                        C.        To function as the "nominating committee" and, in that capacity, to identify individuals believed to be qualified to become Board members, and to recommend to the Board the nominees to stand for election to the Board at the annual meeting of stockholders (or if applicable, at a special meeting of the stockholders).  In the case of a vacancy in the office of a Director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by stockholders.  In nominating a candidate for election to the Board, the Committee shall take into consideration the "Director Qualifications" set forth in Section 3 of the Company's Corporate Governance Principles and such other factors as it deems appropriate.  These other factors may include judgment, skill, experience with businesses and other organizations comparable to the Company, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees.  The Committee may solicit and consider suggestions of the Directors or management regarding possible nominees, and generally shall guide the process of recruiting new Directors.

            The Committee shall consider candidates for nomination recommended by stockholders, provided that a stockholder making such recommendation submits the following information to the Chairman of the Committee, c/o the Company, 1845 Walnut Street, Suite 800, Philadelphia, PA 19103 at least 120 days before the one-year anniversary of the date of mailing of the Company's proxy materials for the prior year's annual meeting of stockholders:

  1. The name of the candidate and information about the candidate that would be required to be included in a proxy statement under the rules of the Securities and Exchange Commission;
  2. Information about the relationship between the candidate and the recommending stockholder;
  3. The consent of the candidate to serve as a Director; and
  4. Proof of the number of shares of the Company's common stock that the recommending stockholder owns and the length of time that these shares have been owned.

The manner in which the Committee evaluates potential Directors will be the same for candidates recommended by stockholders as for candidates recommended by others. 

                        D.        To identify Board members qualified to serve on any committee of the Board and to recommend to the Board nominees for appointment as members of the respective committees.

                        E.         To exercise oversight of the evaluation of the Board, its committees and management.

                        F.         To develop and recommend to the Board a set of corporate governance principles applicable to the Company and periodically review those principles.

                        G.        To conduct an annual self-evaluation in such manner as determined by the Board.

                        H.        To act on such other matters as the Board may specifically delegate to the Committee.

IV.       DELEGATION TO SUBCOMMITTEE:

                        The Committee may, in its discretion, delegate all or a portion of the duties and responsibilities to a subcommittee of the Committee.

V.        RESOURCES AND AUTHORITY OF THE COMMITTEE:

                        The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants.  The Committee shall have the sole authority to select and retain a consultant or search firm to be used to identify director candidates, to terminate any such consultant or search firm retained by the Committee, and to approve the fees and other retention terms of any consultant or search firm retained by the Committee.

VI.       MINUTES:

                        Minutes will be kept of each meeting of the Committee.

VII.     AMENDMENTS:

                        The Committee will periodically review this Nominating and Governance Committee Charter and will recommend any amendments thereto to the Board as the Committee deems necessary or appropriate.