THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

CSS Industries, Inc. (CSS)

6/20/2006 Proxy Information

Mr. Farber has been Chairman of CSS Industries, Inc. since 1979 and from 1979 to May 1999, was President and Chief Executive Officer.

On July 8, 2005, the Human Resources Committee approved the acceleration of the exercisability of the following options to purchase shares of CSS common stock that had been granted previously to Stephen V. Dubin, who was a director, executive officer and employee of CSS at that time, pursuant to the 1994 Plan: (See page 25 of proxy for table).

The closing price for shares of CSS common stock on the date of approval of such acceleration was $34.57 per share. The Human Resources Committee approved the acceleration of the exercisability of the foregoing stock options pursuant to applicable provisions of the 1994 Plan and in connection with Mr. DubinŐs retirement as a director, executive officer and employee of the Company. Mr. Dubin exercised all of the aforementioned stock options on July 11, 2005 and retired as a director, executive officer and employee of CSS on August 2, 2005.

On April 19, 2006, the Human Resources Committee approved the acceleration of the exercisability of the following options to purchase shares of CSS common stock that had been granted previously to Mr. Macero pursuant to the 1994 Plan: (See page 25 of proxy for table).

The closing price for shares of CSS common stock on the date of approval of such acceleration was $31.59 per share. The Human Resources Committee approved the acceleration of the exercisability of foregoing stock options pursuant to applicable provisions of the 1994 Plan and in connection with Mr. MaceroŐs planned retirement effective June 30, 2006.

Subsequent to the beginning of CSSŐ 2006 fiscal year, CSS entered into employment agreements with Mr. Munyan and a separation agreement with Mr. Erskine, as described on page 18 of this proxy statement under the heading ŇEmployment Agreements and Severance AgreementsÓ.