RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                            CSS INDUSTRIES, INC.[*]

 

         CSS INDUSTRIES, INC., a corporation organized and existing under the

laws of the State of Delaware, hereby certifies as follows:

 

         1. The name of the corporation is CSS Industries, Inc. and the name

under which the corporation was originally incorporated is City Stores Company.

The date of filing of its original Certificate of Incorporation with the

Secretary of State was November 5, 1923.

 

         2. This Restated Certificate of Incorporation only restates and

integrates and does not further amend the provisions of the Certificate of

Incorporation of this corporation as heretofore amended or supplemented and

there is no discrepancy between those provisions and the provisions of this

Restated Certificate of Incorporation.

 

         3. The text of the Certificate of Incorporation as amended or

supplemented heretofore is hereby restated without further amendments or changes

to read as herein set forth in full:

 

         FIRST: The name of the Corporation is CSS INDUSTRIES, INC.

 

         SECOND: The location of its registered office in the State of Delaware

is and shall be 1209 Orange Street, Wilmington, Delaware and its registered

agent in charge thereof shall be The Corporation Trust Company, Corporation

Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

         THIRD: The nature of the business of the Corporation and the objects

and purposes proposed to be transacted, promoted and carried on by it, which

shall also be construed as powers, are as follows:

 

                  (1) To acquire by purchase, lease, exchange or otherwise, to

         construct, establish, own, operate, control and manage, and to sell,

         lease or otherwise dispose of and to deal in and with department stores

         and other stores and shops of every kind, character and description and

         wheresoever situate;

 

                  (2) To manufacture, produce, purchase or otherwise acquire, to

         sell, lease or otherwise dispose of, and to deal in and with and

         otherwise use or turn to account all kinds of drygoods, fabrics,

         materials, jewelry and ornaments, clothing and other wearing apparel,

         footwear, millinery, furs, and other articles of personal utility or

         adornment, leather goods, furniture and fixtures, rugs, carpets,

         draperies, silverware, glassware, china, crockery, and all other

         articles, fittings or utensils of household or business utility or

         adornment, meats, groceries and other foods, provisions and beverages

         of every sort, tobacco, confectionery, perfumes, flowers, fruits,

         drugs, chemicals and toilet articles, goods for sport or recreation,

         and, generally, any and all other articles and things of every kind,

         character and description customarily dealt in by department stores or

         other stores or shops, or which may appear to the Board of Directors

         capable of being conveniently or profitably utilized in any manner;

 

--------

[* Reflects the Restated Certificate of Incorporation of CSS Industries,

   Inc. filed on December 5, 1990, as amended on September 27, 1991, May

   8, 1992, February 2, 1993 and August 4, 2004.]

 

<PAGE>

 

                  (3) To conduct and carry on, without limitation as to kind or

         character, the business of manufacturers, merchants, distributors,

         engineers, contractors, builders, decorators, upholsterers, repairers,

         auctioneers, brokers, exporters, importers, warehousemen, wholesalers,

         retailers, operators, managers, supervisors, buying and selling agents

         and representatives, carriers, forwarding, shipping and receiving

         agents, hotel and restaurant keepers, purveyors, advertisers,

         publishers, dealers in and with goods, wares, merchandise and any other

         materials and products, planters, packers, stockraisers and breeders;

         to acquire, hold, utilize and dispose of any property, real, personal

         or mixed, in connection with any of the foregoing;

 

                  (4) To provide, maintain and operate restaurants, lunchrooms,

         reading, writing, rest and dressing rooms, libraries, places of

         amusement, sport, recreation, entertainment and instructions, ticket

         offices, travel bureaus, telephone, telegraph, wireless and radio

         service, and other conveniences for the use of customers and others; to

         grant to other persons, firms, associations or corporations the right

         or privilege to carry on any kind of business on the premises of the

         Corporation upon such terms as the Board of Directors shall deem

         expedient or proper:

 

                  (5) To purchase or otherwise acquire, to hold, improve,

         develop, manage and operate, and to sell, lease or otherwise dispose of

         real estate, buildings and any interest therein, to mortgage and

         otherwise encumber the same, to erect, manage, care for and maintain,

         extend, alter, tear down and otherwise deal with any buildings or

         structures in connection with such real estate;

 

                  (6) To apply for, obtain, register, purchase, lease or

         otherwise acquire, to hold, use, own, operate and introduce, and to

         sell, assign, lease or otherwise dispose of any and all trademarks,

         tradenames, patents, inventions, licenses, improvements and processes

         used or useful in connection with or secured under letters patent of

         the United States or elsewhere, or otherwise, and any and all

         franchises, grants, concessions, easements and other rights; and to

         hold, use, exercise, develop, sell, grant licenses in respect of, or

         otherwise dispose of or turn to account any such trademarks, trade

         names, patents, inventions, licenses, improvements, processes,

         franchises, grants, concessions, easements and the like, or any such

         property or rights;

 

                  (7) To purchase, subscribe for or otherwise acquire and to

         possess, own, hold for investment or otherwise, stock, securities,

         debentures, notes, bonds or other obligations or evidences of

         indebtedness of any person, firm, association or corporation, for

         whatever purpose and wherever organized or in whatever business

         engaged, or of any government, country, state, municipality, or of any

         political subdivision, department, body or branch thereof; to sell,

         reissue with or without guaranty, deal in, guarantee, mortgage, pledge,

         exchange, liquidate, dispose of and otherwise use or turn to account

         all or any of such stocks, securities, debentures, notes, bonds or

 

                                      -2-

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         other obligations or evidences of indebtedness; as the consideration or

         in furtherance of any of the foregoing, in whole or in part thereof, to

         pay or receive cash, or to issue, exchange, give or receive shares of

         the capital stock, securities, debentures, notes, bonds or other

         obligations or evidences of indebtedness or other property of any sort

         of this Corporation or of any person, firm, association or corporation,

         and to give, undertake, assume or pay any commitment, guarantee, debt,

         obligation or liability in connection therewith; and while owner and

         holder thereof, to exercise all the rights, powers and privileges of

         such ownership, to the same extent as a natural person might or could

         do, including the right to receive dividends, interest and other

         distributions, whether in cash, stock, securities or other property, to

         vote thereon and to give or withhold approvals and consents therefor,

         for any and all purposes; to distribute any such stocks, securities,

         debentures, notes, bonds or other obligations or evidences of

         indebtedness or other property among the stockholders of this

         Corporation in kind from time to time, if such action may appear

         advisable to the Board of Directors, and, likewise, upon any

         distribution of assets, division of profits, dissolution, liquidation

         or winding up of this Corporation, to distribute any such stock,

         securities, debentures, notes, bonds or other obligations or evidences

         of indebtedness among the stockholders of this Corporation in kind if

         deemed advisable by the Board of Directors; to organize or promote or

         facilitate the organization of subsidiary companies, incorporated and

         unincorporated, domestic and foreign;

 

                  (8) To purchase, lease or otherwise acquire and take over, as

         a going concern or otherwise, and to conduct, carry on, manage, hold,

         sell, mortgage, pledge or otherwise dispose of all or any part of the

         property, assets or business of any person, firm, association or

         corporation, possessed of property or assets, real, personal or mixed,

         which can be used for any of the purposes of this Corporation, or for

         carrying on any business which this Corporation is authorized to carry

         on, and any stocks, securities, debentures, notes, bonds or other

         obligations or evidences of indebtedness of any such corporation, and

         as the consideration or in furtherance of any of the foregoing, in

         whole or in part thereof, to pay or receive cash, or to issue,

         exchange, give or receive shares of the capital stock, securities,

         debentures, notes, bonds or other obligations or evidences of

         indebtedness or other property of any sort of this Corporation or of

         any person, firm, association or corporation; and to give, undertake,

         assume, pay or exact or require any commitment, guarantee, debt,

         obligation or liability whatsoever in connection with any such

         transaction;

 

                                      -3-

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                  (9) To purchase or otherwise acquire, as an entirety, the

         properties, assets, franchises, business and good-will of any person,

         firm, association or corporation, including any and all stocks and

         securities held by any such person, firm, association or corporation;

         to assume the debts, liabilities and obligations of any such person,

         firm, association or corporation in connection therewith; to issue or

         deliver, in whole or in part in payment, consideration or exchange

         therefor, cash, stocks, securities, debentures, notes, bonds or other

         obligations or evidences of indebtedness or other property of any sort

         of this Corporation or of any person, firm, association or corporation;

         to make, give or receive any contracts, agreements, commitments,

         guarantees or assurances whatsoever in connection therewith;

 

                  (10) To enter into any agreement or arrangement for

         supervision, management, sharing profits, union of interest or

         co-operation with any person, firm, association or corporation, formed

         or to be formed, carrying on or about to carry on any business which

         this Corporation is authorized to carry on, or any business or

         transaction which the Board of Directors may deem necessary,

         convenient, desirable or incidental to the carrying out of the purposes

         of this Corporation, and to aid or assist in any lawful manner

         whatsoever, any such person, firm, association or corporation;

 

                  (11) To lend its funds, assets or property, or any part

         thereof, and to make advances, to any firm, association or corporation

         in which this Corporation is in any manner interested or with which it

         has business relations, or to any person, upon the security of its,

         their, his or her undertaking, property, estate, assets or effects or

         any part thereof or otherwise, and upon such terms as the Board of

         Directors shall determine; to aid by loan, guaranty, or in any other

         manner whatsoever, any person, firm, association or corporation, whose

         property, assets, business, stocks, securities, debentures, notes,

         bonds or other obligations or evidences of indebtedness are in any

         manner, either directly or indirectly, held or guaranteed by this

         Corporation, or in which this Corporation is interested or with which

         this Corporation has business relations; to do any and all acts or

         things toward the preservation, protection, improvement or enhancement

         in value of any such property, assets, business, stocks, securities,

         debentures, notes, bonds or other obligations or evidences of

         indebtedness; to guarantee or assume the payment of dividends,

         interest, principal and any sinking funds or other charges or

         agreements for redemption or retirement, or otherwise, of any such

         stocks, securities, debentures, notes, bonds and other obligations and

         evidences of indebtedness, and the performance of any agreement or

         contract of any person, firm, association or corporation, whenever

         deemed by the Board of Directors necessary, convenient or proper for

         the business of this Corporation, and to do all and any acts or things

         designed to accomplish any such purpose;

 

                  (12) To borrow money, and to make, accept, endorse, execute,

         issue, pledge or otherwise dispose of checks, drafts, and other orders

         for the payment of money, debentures, notes, bonds or other obligations

         or evidences of indebtedness of any and every kind, whether secured by

         mortgage, lien, pledge or otherwise, and without limit as to amount,

         but only to carry out the purposes of this Corporation; and also to

         secure the same by mortgage, pledge, lien, charge or otherwise on all

         or any part of the present or after acquired property, assets,

         business, rights and franchises of this Corporation, or of any person,

         firm, association or corporation; to hypothecate, pledge, exchange,

         sell or otherwise deal with any stocks, securities, debentures, notes,

         bonds or other obligations or evidences of indebtedness issued or held

         by it for any purpose upon such terms and conditions, at such times and

         at such prices as the Board of Directors shall determine;

 

                                      -4-

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                  (13) To undertake or aid any enterprise and to carry out any

         transactions or negotiations whatsoever which may be lawfully

         undertaken and carried out by capitalists; to conduct a general

         financial business and general financial operations of all kinds in so

         far as the same are not prohibited by the laws of the State of Delaware

         against the exercise of banking powers by other than banking

         corporations;

 

                  (14) To remunerate any person, firm, association or

         corporation for services rendered, or to be rendered, in placing or

         assisting to place, or underwriting, or guaranteeing the placing of any

         of the shares of capital stock of the Corporation, or any securities,

         debentures, notes, bonds or other obligations or evidences of

         indebtedness of the Corporation, or in or about the formation or

         promotion of the Corporation or the conduct of its business and to

         issue and/or deliver shares of the capital stock, securities,

         debentures, notes, bonds or other obligations or evidences of

         indebtedness or other property in payment therefor or in connection

         therewith; to repay to any person, firm, association or corporation or

         to assume the payment of any monies advanced or paid or obligations or

         liabilities incurred in connection with such formation or promotion of

         the Corporation or the conduct of its business, or for the purpose of

         the acquisition of any property or assets, real, personal or mixed, for

         or on behalf of or for the benefit of the Corporation, whether such

         monies were advanced or paid, or such obligations or liabilities were

         incurred or property or assets acquired before or after the

         organization of the Corporation, and whether or not such property or

         assets were acquired by the Corporation, and also to accept, take over,

         purchase or otherwise acquire in the name of the Corporation any such

         property or assets;

 

                  (15) To purchase or otherwise acquire the shares of stock of

         this Corporation, of any class, or any portion thereof, and any

         security, debenture, note, bond or other obligation or evidence of

         indebtedness whatsoever of this Corporation, and to hold, sell,

         mortgage, pledge, exchange, reissue or otherwise deal with the same, at

         such times, for such consideration and upon such terms as the Board of

         Directors may determine; and any such purchase or acquisition shall in

         no event whatsoever be deemed or construed to be a distribution of

         property or assets or a return of capital or a reduction or decrease of

         capital stock (as such terms are used in any statute of the State of

         Delaware), nor to be a retirement or redemption of the indebtedness of

         this Corporation, unless otherwise specifically provided by the Board

         of Directors in authorizing such purchase or acquisition;

 

 

 

                                      -5-

<PAGE>

 

                  (16) To manage, operate, maintain, repair, improve, develop,

         exploit, lease, mortgage, pledge, exchange, hypothecate, encumber, deal

         in and with, sell and otherwise use, turn to account or dispose of all

         or any of the property or assets, real, personal or mixed, including

         any and all shares of stock, securities, debentures, notes, bonds or

         other obligations or evidences of indebtedness at any time owned,

         issued or controlled by this Corporation, and to accept in payment,

         exchange or consideration therefor, cash and/or stocks and/or

         securities and/or other property of any sort;

 

                  (17) To merge, consolidate, create a union of interest or

         otherwise, in such manner as may at any time be permitted by law;

 

                  (18) To do any and all things herein set forth and such other

         things as are incidental, desirable, necessary, essential or conducive

         to the attainment of the above objects, purposes or powers or any part

         or parts thereof, and to the same extent and in the same manner as

         natural persons might or could do, as principal, agent, contractor or

         otherwise; and to carry out all or any of the foregoing objects,

         purposes or powers as principal, agent, contractor or otherwise; and by

         and through trustees, agents subcontractors or otherwise, and alone or

         jointly or in partnership or conjunction with any person, firm,

         association or corporation, to do all and everything necessary,

         convenient, desirable or incidental for the accomplishment of any of

         the purposes or the attainment of any one or more of the objects herein

         enumerated or that may be incidental to the powers herein named or

         which shall at any time be necessary, convenient, desirable or

         incidental for the protection of this Corporation, in so far as the

         same are not inconsistent with law. Any person, firm, association or

         corporation at any time hereinbefore or hereafter referred to (other

         than this Corporation) may be a citizen of or may be organized under or

         created or doing business by virtue of the laws of the United States or

         of any state thereof, the District of Columbia, the territories,

         colonies, dependencies or other possessions of the United States, or of

         any foreign country or other jurisdiction whatsoever;

 

                  Generally, to carry on and undertake any other business or

         operation which may, from time to time, seem to the Board of Directors

         of this Corporation capable of being conveniently carried on in

         connection with the foregoing objects, purposes and powers, or

         calculated directly or indirectly to render valuable or enhance the

         value of any of the Corporation's privileges, rights or property and

         which is or may at any time be lawful under the laws of the State of

         Delaware for a corporation of this character organized thereunder.

 

                  The Corporation shall have full power and authority to conduct

         its business in all or any of its branches, and to have one or more

         offices, and unlimitedly and without restriction to hold, purchase,

         lease, mortgage and convey property, real, personal and mixed, in such

         place and places, both within and without the State of Delaware, in

         other states, the District of Columbia, the territories, colonies,

         dependencies and other possessions of the United States and in all

         foreign countries and other jurisdictions whatsoever.

 

                                      -6-

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         The objects, purposes and powers specified herein shall be regarded as

independent objects, purposes and powers and in furtherance and not in

limitation of the general powers now or at any time hereafter conferred by the

laws of the State of Delaware.

 

         Nothing herein contained shall be construed as authorizing the business

of banking, nor as authorizing or intending to authorize, the performance at any

time of any act or acts then unlawful.

 

         FOURTH:  (1) The total number of shares which the Corporation shall be

authorized to issue is 26,029,036. Of such shares, 1,029,036 shall be Preferred

Stock and 25,000,000 shall be Common Stock and shall have a par value of $.10

per share.

 

                  (2) Preferred Stock. The 1,029,036 shares of Preferred Stock

shall be of two classes, designated as "Class 1 Preferred Stock" and "Class 2

Preferred Stock," respectively. 29,036 shares of Preferred Stock shall be

designated as "Class 1 Preferred Stock" and shall have a par value of $100.00

per share; and 1,000,000 shares of Preferred Stock shall be designated as "Class

2 Preferred Stock" and shall have a par value of $.01 per share. Each share of

Preferred Stock shall have such voting powers and shall be issued in such series

and with such designations, preferences and relative, participating, optional or

other special rights, and qualifications, limitations or restrictions thereof,

as shall be stated and expressed in the resolution or resolutions providing for

the issuance of such stock adopted by the Board of Directors pursuant to the

authority expressly vested in it by this provision.

 

                  (3) Common Stock. The 25,000,000 shares of Common Stock shall

have a par value of $.10 per share, shall be entitled to one vote for each

share, and shall be subject to the preferences and relative, participating,

optional or other special rights, and qualifications, limitations or

restrictions of the Preferred Stock as shall be stated and expressed by the

resolution or resolutions providing for the issuance of such Preferred Stock, as

may be adopted by the Board of Directors in accordance with subparagraph (2)

hereof.

 

                  (4) The minimum amount of capital with which the Corporation

will commence business is $1,000.00

 

         FIFTH: The Corporation shall have perpetual existence.

 

         SIXTH: The private property of the stockholders shall not be subject to

the payment of corporate debts to any extent whatever.

 

 

 

                                      -7-

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         SEVENTH: The number of Directors which shall constitute the Board of

Directors shall be such as from time to time shall be fixed by, or in the manner

provided in, the By-laws, but in no case shall the number be less than three.

The term of office of said Directors may be fixed by said By-laws, and in case

of any increase in the number of Directors, the additional Directors shall be

chosen in the manner provided in said By-laws, provided that the provisions of

said By-laws relating to the term of office of the Directors and relating to the

election of additional Directors as aforesaid, are consistent with the Laws of

Delaware.

 

         EIGHTH: In furtherance and not in limitation of the power and authority

conferred by the laws of the State of Delaware, the Board of Directors is

expressly authorized:

 

                  (a) To make, alter, amend and repeal the By-laws of the

         Corporation, subject to the power of the stockholders to alter, amend

         or repeal the By-laws made by the Board of Directors;

 

                  (b) If the By-laws so provide, to designate by resolution two

         or more of its number to constitute an Executive Committee, which

         committee shall for the time being, as provided in said resolution or

         in the By-laws, have and exercise any and all of the powers of the

         Board of Directors in the management of the business and affairs of the

         Corporation and shall have power to authorize the corporate seal to be

         affixed to all papers which may require it;

 

                  (c) To determine from time to time whether any, and if any,

         what part, of the assets or funds of the Corporation legally available

         for the payment of dividends shall be declared in dividends and paid to

         the stockholders or to any class thereof; to determine for what period

         or periods such dividends shall apply and to make such applications

         thereof as it deems best; to direct and determine the use and

         disposition of any such assets or funds;

 

                  (d) To fix from time to time, and to vary, the amount of the

         profits to be reserved as working capital, additions to capital, or for

         any other lawful purpose and to increase, decrease, or make any lawful

         disposition of any fund so reserved; to purchase, acquire, hold,

         cancel, reissue, sell, exchange or transfer shares of the capital stock

         and/or the securities, debentures, notes, bonds or other obligations or

         evidences of indebtedness of this Corporation, provided that the

         Corporation shall not use its funds or property for the purchase of

         shares of its own capital stock when such use would cause any

         impairment of its capital, and, further, that shares of its own capital

         stock belonging to it shall not be voted upon directly or indirectly;

 

                  (e) To determine from time to time whether and to what extent

         and at which time and places and under what conditions and regulations

         the accounts, books and records of the Corporation, or any of them,

         shall be open to the inspection of the stockholders; and no stockholder

         shall have any right to inspect any account, book, record or document

         of the Corporation, except as conferred by the laws of the State of

         Delaware, unless and until authorized so to do by resolution of the

         Board of Directors or of the stockholders;

 

 

 

                                      -8-

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                  (f) To sell, lease, exchange or otherwise dispose of any

         portion, less than substantially the whole, of the property or assets

         of the Corporation, upon such terms as it may deem expedient or

         advisable, and to accept and receive for the Corporation, in

         consideration therefor, cash and/or stock and/or securities and/or

         other property;

 

                  (g) To sell, exchange or otherwise dispose of the unissued

         shares of stock of any class of the Corporation, now or hereafter

         authorized; to make and issue securities, debentures, notes, bonds and

         other obligations or evidences of indebtedness of the Corporation; to

         sell, exchange, pledge, hypothecate or otherwise dispose of any such

         stocks, securities, debentures, notes, bonds or other obligations or

         evidences of indebtedness upon such terms and to such persons, firms,

         associations or corporations, or any of them, as the Board may select;

         to secure any such securities, debentures, notes, bonds and other

         obligations or evidences of indebtedness by mortgage, deed of trust or

         other lien upon the properties and assets of the Corporation now

         possessed or hereafter acquired, or upon any part thereof, or in such

         other manner as said Board may deem expedient or advisable, and to

         execute or direct the execution of mortgages, deeds of trust and other

         instruments in connection therewith; all of the foregoing in the

         exercise of its discretion and without action or vote being required of

         the stockholders; to authorize all or any of the officers of the

         Corporation to do any act or take any step deemed necessary or

         advisable to effectuate any of the foregoing;

 

                  (h) To remunerate the officers and employees of the

         Corporation, or any of them, or the officers and employees of any

         subsidiary corporation, or any of them, either wholly or partly for

         their services by the issuance of shares of the capital stock of the

         Corporation; to provide a plan or plans for such remuneration

         applicable to such officers and employees, or to any of them, or to any

         class thereof, and to effectuate the same; to issue shares of the

         capital stock of the Corporation in connection therewith.

 

         NINTH: In addition to the power and authority hereinbefore or

hereafter, or by the By-laws, or by statute, expressly conferred upon it, the

Board of Directors may exercise all such powers and do all such acts and things

as may be exercised or done by the Corporation, subject, nevertheless, to the

express provisions of the laws of the State of Delaware, of this Certificate of

Incorporation and of the By-laws of the Corporation.

 

         TENTH: If the By-laws so provide, the stockholders and Board of

Directors shall have power to hold their meetings, to have an office or offices

and to keep the books of the Corporation, subject to the provisions of the laws

of the State of Delaware, outside of said state at such place or places as may

from time to time be designated by them, whether within or without the United

States of America.

 

         ELEVENTH: The Corporation may at any meeting of its Board of Directors,

sell, lease or exchange, or authorize the sale, lease or exchange of its

properties and assets as an entirety, including its business, good will and its

corporate franchises, to any person, firm, association or corporation

whatsoever, upon such terms and conditions as the Board may deem expedient and

for the best interests of the Corporation, and may accept in consideration

therefor cash and/or stock, and/or securities, and/or other property; provided

that any such sale, lease or exchange shall be authorized at a meeting of

stockholders duly called for that purpose, by the affirmative vote of the

holders of not less than fifty-one per cent (51%) of the stock issued and

outstanding having voting power at the time of such meeting, in person or by

proxy, or shall be authorized by the written consent of not less than fifty-one

per cent (51%) of the holders of such stock issued and outstanding, and having

voting rights given in person or by proxy.

 

 

 

                                      -9-

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         TWELFTH: No holder of stock of this Corporation, nor any class of

stockholders, shall at any time have any preferential right of subscription to

any shares of any class of stock of the Corporation now or hereafter authorized,

issued or sold, or to any obligations or securities convertible into stock of

the Corporation, or any right of subscription to any thereof, now or hereafter

authorized, issued or sold, other than such, if any, as the Board of Directors

in its discretion may determine, and at such prices and on such terms as the

Board of Directors may fix pursuant to the authority conferred by law and by

this Certificate of Incorporation.

 

         THIRTEENTH: Inasmuch as it is contemplated that the directors of this

Corporation shall be of large and varied business interests, it is hereby

provided that in the absence of fraud no contract or other transaction between

the Corporation and any other corporation and no act of the Corporation shall in

any manner be affected or invalidated by the fact that any of the directors of

the Corporation are pecuniarily or otherwise interested in or are directors or

officers of such other corporation. In the absence of fraud any director

individually, or any firm or association of which any director may be a member,

may be a party to or may be pecuniarily or otherwise interested in any contract

or transaction of the Corporation, provided that the fact that he or such firm

or association is so interested shall be disclosed or shall have been known to

the Board of Directors or to a majority thereof; and any director of the

Corporation who is also a director or officer of such other corporation or who

is so interested may be counted in determining the existence of a quorum at any

meeting of the Board of Directors of the Corporation which shall authorize any

such contract or transaction, and may vote thereat to authorize any such

contract or transaction or with respect thereto, with like force and effect as

if he were not such director or officer of such other corporation or not so

interested. Any director and/or officer of this Corporation may act as a

director and/or officer of any subsidiary or affiliated corporation and may vote

or act without restriction or qualification with regard to any transaction

between such corporations.

 

         A Director of this Corporation shall not be liable to the Corporation

or its stockholders for monetary damages for breach of fiduciary duty as a

Director, except to the extent such exemption from liability or limitation

thereof is not permitted under the Delaware General Corporation Law as the same

exists or may hereafter be amended.

 

         Any repeal or modification of the foregoing paragraph by the

stockholders of the Corporation shall not adversely affect any right or

protection of a Director of the Corporation existing at the time of such repeal

or modification.

 

 

 

                                      -10-

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         FOURTEENTH: Any contract, transaction or act of the Corporation or of

the Board of Directors, which shall be ratified, at any annual meeting or at any

special meeting called for such purpose by a majority of a quorum of the holders

of stock having voting power at the time of such meeting, present either in

person or by proxy, shall, except as may be otherwise specifically provided by

law, or by this Certificate of Incorporation, be as valid and as binding as

though ratified by every stockholder of the Corporation; but nothing herein

contained shall be deemed or construed to require the submission of any such

contract, transaction or act to the stockholders nor to deprive the Board of

Directors of its power and authority in the premises, except as may be otherwise

specifically provided by law or by this Certificate of Incorporation.

 

         FIFTEENTH: The Corporation reserves the right to amend, alter, change

or repeal any provision contained in this Certificate of Incorporation in the

manner now or hereafter prescribed by law, and all rights conferred on

stockholders hereunder are granted subject to this provision.

 

         4. This Restated Certificate of Incorporation was duly adopted by the

Board of Directors in accordance with Section 245 of the General Corporation Law

of the State of Delaware.

 

         IN WITNESS WHEREOF, said CSS INDUSTRIES, INC. has caused this

Certificate to be signed by Jack Farber, its Chairman of the Board and

President, and attested by Stephen V. Dubin, its Secretary, this 28th day of

November, 1990.

 

                                                CSS INDUSTRIES, INC.

 

 

                                                By:

                                                    ---------------------------

                                                    Chairman of the Board

                                                    and President

 

 

ATTEST:

 

 

By:

    ------------------------------------

    Secretary

 

 

 

Amendment to Bylaws of CSS Industries, Inc.

Adopted June 18, 2012

RESOLVED, that Section 4.02 of the Bylaws of the Company be, and it is hereby, amended to read in its entirety as follows:

SECTION 4.02. Number.--The board of directors shall consist of such number of directors as may be determined from time to time by resolution of the board of directors, but in no case shall the number be less than three (3). Should the board of directors fail to fix the number of directors as aforesaid, the number shall be fixed by the stockholders.

 

[End]