NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN COVERING OFFICER-EMPLOYEES OF CSS INDUSTRIES, INC. AND ITS AFFILIATES

Exhibit 10.5

NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
COVERING OFFICER-EMPLOYEES OF
CSS INDUSTRIES, INC. AND ITS AFFILIATES

(Amended and Restated, Effective as of January 1, 2009)

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
COVERING OFFICER-EMPLOYEES OF
CSS INDUSTRIES, INC. AND ITS SUBSIDIARIES

ARTICLE I

HISTORY AND PURPOSE OF THE PLAN

Section 1.01 History . CSS previously adopted the Prior CSS Plan. In addition, certain Subsidiaries of CSS previously adopted the Prior Subsidiary Plans. CSS has determined to merge the Prior Subsidiary Plans with and into the Prior CSS Plan, effective as of January 1, 2009, so that CSS sponsors one plan for itself and its participating Subsidiaries. The Prior CSS Plan will be the surviving plan. In addition, CSS has determined to amend and restate the surviving Prior CSS Plan, as merged with the Prior Subsidiary Plans, to incorporate the requirements of section 409A of the Code and its corresponding regulations with respect to that portion of each Participant’s Account that is subject to the requirements of section 409A of the Code, as well as to make certain design changes that will be reflected in the surviving CSS Plan. This Plan document shall reflect the terms and conditions of the surviving Prior CSS Plan, as amended and restated, effective as of January 1, 2009. This Plan document covers any Participant who was entitled to receive a benefit from the Prior CSS Plan or a Prior Subsidiary Plan as of December 31, 2008, but did not receive payment of his benefit under such plans as of such date, as well as any individual who becomes a Participant in the Plan on or after January 1, 2009. Benefit payments commencing prior to January 1, 2009 are governed by the terms of the Prior CSS Plan or Prior Subsidiary Plans as they existed prior to January 1, 2009 and are either grandfathered from the requirements of section 409A of the Code or payable pursuant to a fixed scheduled as required by, and in compliance with, section 409A of the Code, with payments made between January 1, 2005 and December 31, 2008 that are subject to the requirements of section 409A of the Code, such plans have been operated in accordance with the transition relief established by the Treasury Department and Internal Revenue Service pursuant to section 409A of the Code.

Section 1.02 Purpose . The purpose of the Plan, as amended and restated effective as of the Effective Date, is to recognize the services provided by certain key employees and officers of CSS and its Subsidiaries. The Plan is intended to make additional retirement benefits and increased financial security available to the Participant’s on a tax-favored basis by providing additional Employer contributions that cannot be made under the Qualified Plans of CSS and its Subsidiaries due to certain restrictions applicable under the Code. CSS intends that the Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Code and administered as a non-qualified “top-hat” plan exempt from the substantive requirements of ERISA. CSS also intends that the Plan shall be maintained and operated in accordance with the requirements of section 409A of the Code and its corresponding regulations, with respect to amounts subject to such requirements.

Section 1.03 Employer Contributions Covered by the Plan . The Plan covers amounts credited to Accounts on behalf of Participants that have not been fully distributed to Participants prior to January 1, 2009.

Section 1.04 Definitions . All capitalized terms in this Article I shall have the meanings ascribed to them in Article II below.

ARTICLE II

DEFINITIONS

For the purpose of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

Section 2.01 “ Account(s) ” means the Employer Contribution Account, the Discretionary Contribution Account, the Prior CSS Contribution Account, the Prior Subsidiary Contribution Account, the Prior Grandfathered CSS Contribution Account and the Prior Grandfathered Subsidiary Contribution Account, as applicable, maintained for a Participant pursuant to Article VI.

Section 2.02 “ Beneficiary ” means the person or persons designated as such in accordance with Section 9.03.

Section 2.03 “ Beneficiary Designation Agreement ” means the agreement that the Participant completes to designate his Beneficiary.

Section 2.04 “ Board ” means the Board of Directors of CSS.

Section 2.05 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time (or a successor law of comparable intent).

Section 2.06 “ Committee ” means the Human Resources Committee of the Board or its delegate, or such other committee appointed by the Board to administer the Plan.

Section 2.07 “ Compensation ” means, for each Participant, compensation as defined by the Qualified Plan to which such Participant participates and for which the Participant’s Qualified Plan Contribution under such Qualified Plan is based, without regard to the compensation limitation under section 401(a)(17)(A) of the Code, as adjusted in accordance with section 401(a)(17)(B) of the Code.

Section 2.08 “ CSS ” means CSS Industries, Inc.

Section 2.09 “ Discretionary Contribution ” means an amount credited to a Participant’s Discretionary Contribution Account in accordance with Section 5.02.

Section 2.10 “ Discretionary Contribution Account ” means the Account maintained for a Participant to which Discretionary Contributions are credited pursuant to Section 5.02 for each Plan Year on and after the Effective Date.

Section 2.11 “ Effective Date ” means January 1, 2009, the effective date of this amendment and restatement of the Plan.

Section 2.12 “ Eligible Employee ” means an Employee who is a member of a group of “key management or other highly compensated employees” of the Employer within the meaning of sections 201, 301 and 401 of ERISA, and who is designated by the Committee, based on recommendations from the respective Employer, as eligible to participate in the Plan. Exhibit A lists those Employees who are Eligible Employees as of the Effective Date and will be updated by the Committee to reflect those Employees who become Eligible Employees after the Effective Date. The Committee may prospectively determine that an Eligible Employee is no longer eligible to participate.

Section 2.13 “ Employee ” means any individual employed by the Employer on a full-time basis as an employee.

Section 2.14 “ Employer ” means CSS and any Subsidiary which is authorized by the Board to adopt the Plan as a participating employer and cover its Eligible Employees and whose designation as such has become effective upon acceptance of such status by the Subsidiary. A Subsidiary may revoke its acceptance as a participating employer in the Plan at any time, but until such acceptance has been revoked, all of the provisions of the Plan and amendments thereto shall apply to the Eligible Employees of the Subsidiary. In the event the designation is revoked by a Subsidiary, the Plan shall be deemed terminated only with respect to such Subsidiary. The duties and responsibilities of the “Employer” as they relate to a particular Participant shall be satisfied by the Employer in the manner determined by CSS in accordance with the terms of the Plan.

Section 2.15 “ Employer Contribution ” means an amount credited to a Participant’s Employer Contribution Account in accordance with Section 5.01.

Section 2.16 “ Employer Contribution Account ” means the Account maintained for a Participant to which Employer Contributions are credited pursuant to Section 5.01 for each Plan Year on and after the Effective Date.

Section 2.17 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time (or a successor law of comparable intent).

Section 2.18 “ Investment Funds ” means the deemed investment options designated by the Committee. Each Participant shall designate the Investment Funds pursuant to which deemed earnings (losses) shall be credited to the Participant’s Account(s) in accordance with Article VI.

Section 2.19 “ Participant ” means each Eligible Employee who is designated as participating in the Plan by the Committee or its designee and is participating in the Plan in accordance with the provisions of Article IV. In the event of the death or incompetency of a Participant, the term shall mean his Beneficiary, personal representative or guardian, as applicable. An individual shall remain a Participant until that individual has received full distribution of any amount credited to the Participant’s Account(s) under the Plan.

Section 2.20 “ Plan ” means this Nonqualified Supplemental Executive Retirement Plan Covering Officer-Employees of CSS Industries, Inc. and Its Affiliates, as may be amended from time to time.

Section 2.21 “ Plan Year ” means the twelve month period beginning on each January 1 and ending on the following December 31.

Section 2.22 “ Prior CSS Contribution Account ” means the Account maintained for a Participant to which were credited Prior CSS Contributions under the Prior CSS Plan.

Section 2.23 “ Prior CSS Contributions ” means any CSS contributions, plus deemed earnings (and losses), credited pursuant to the Prior CSS Plan to a Participant’s account under such plan that were not earned and vested as of December 31, 2004, and are now subject to this Plan.

Section 2.24 “ Prior Grandfathered CSS Contribution Account ” means the Account maintained for a Participant to which were credited Prior Grandfathered CSS Contributions under the Prior CSS Plan.

Section 2.25 “ Prior Grandfathered CSS Contributions ” means any CSS contributions, plus deemed earnings (and losses), credited pursuant to the Prior CSS Plan to a Participant’s account under such plan that were earned and vested as of December 31, 2004, and are now subject to this Plan.

Section 2.26 “ Prior CSS Plan ” means the Non-qualified Supplemental Executive Retirement Plan covering Officers-Employees of CSS Industries, Inc. adopted pursuant to the prior Policy Memorandum, as amended from time to time, and for which Prior CSS Contributions and Prior Grandfathered CSS Contributions were made prior to the Effective Date.

Section 2.27 “ Prior Subsidiary Contribution Account ” means the Account maintained for a Participant to which were credited Prior Subsidiary Contributions under the Prior Subsidiary Plan.

Section 2.28 “ Prior Subsidiary Contributions ” means any Subsidiary contributions, plus deemed earnings (and losses), credited pursuant to a Prior Subsidiary Plan to a Participant’s account under such plan that were not earned and vested as of December 31, 2004, and are now subject to this Plan.

Section 2.29 “ Prior Grandfathered Subsidiary Contribution Account ” means the Account maintained for a Participant to which were credited Prior Grandfathered Subsidiary Contributions under the Prior Subsidiary Plan.

Section 2.30 “ Prior Grandfathered Subsidiary Contributions ” means any CSS contributions, plus deemed earnings (and losses), credited pursuant to a Prior Subsidiary Plan to a Participant’s account under such plan that were earned and vested as of December 31, 2004, and are now subject to this Plan.

Section 2.31 “ Prior Subsidiary Plan ” means each nonqualified deferred compensation plan maintained by a Subsidiary pursuant to a Policy Memorandum, as amended from time to time, that is listed on the attached Exhibit B and for which Prior Subsidiary Contributions and Prior Grandfathered Subsidiary Contributions were made prior to the Effective Date.

Section 2.32 “ Qualified Plan ” means the qualified plan maintained by an Employer that is intended to meet the requirements of section 401(k) of the Code and provides for discretionary Employer contributions.

Section 2.33 “ Qualified Plan Contribution ” means the Employer’s discretionary contribution to a Qualified Plan that is based solely on a percentage of the Participant’s eligible compensation for purposes of the Qualified Plan and is not intended as either a matching contribution or a qualified non-elective contribution under such Qualified Plan. For each Plan Year, the Qualified Plan Contribution shall be equal to the percentage then used in deriving the dollar amount approved by the Employer’s Board of Directors as the Employer’s Qualified Plan Contribution to the Qualified Plan for such Plan Year.

Section 2.34 “ Qualified Plan Contribution Percentage ” means the percentage of the Qualified Plan Contribution made by the Employer to the Qualified Plan for the Plan Year.

Section 2.35 “ Release ” means 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 the Participant’s employment with the Employer, other than as to any vested benefits to which the Participant 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 a Participant’s individual situation.

Section 2.36 “ Separation Date ” means the date on which a Participant incurs a Separation From Service.

Section 2.37 “ Separation From Service ” means a Participant’s separation from service with the Employer within the meaning of section 409A of the Code and the regulations issued thereunder.

Section 2.38 “ Specified Employee ” means any Participant who, at any time during the twelve month period ending on the identification date (as determined by CSS or its delegate), is a specified employee under section 409A of the Code, as determined by CSS (or its delegate). The determination of “specified employees,” including the number and identity of persons considered “specified employees” and identification date, shall be made by CSS (or its delegate) in accordance with the provisions of sections 416(i) and 409A of the Code and the regulations issued thereunder.

Section 2.39 “ Subsidiary ” means any directly or indirectly affiliated subsidiary corporation of CSS.

ARTICLE III

ADMINISTRATION OF THE PLAN AN