Crown Crafts Urges Shareholders to Stay Focused on the Facts and Support Its Slate of Truly Independent, Highly Qualified Director Candidates

Proxy Contest Yet Another Example of Dissident Investor's History of Misrepresentations and "Self-Serving, Short-Sighted Agenda" at Expense of all Shareholders

GONZALES, La., July 19, 2010 (GLOBE NEWSWIRE) -- Crown Crafts, Inc. (the "Company") (Nasdaq:CRWS) today issued a letter to all shareholders in connection with the election of directors at the Company's annual meeting of shareholders to be held on August 10, 2010.

Commenting on the current proxy fight instigated by the New York-based investment fund Wynnefield Partners Small Cap Value L.P. and certain affiliates (the "Wynnefield Group"), E. Randall Chestnut, the Company's Chairman, President and Chief Executive Officer, said, "Crown Crafts continued to build on its successful strategic trajectory in fiscal 2010, which was a great year for Crown Crafts despite the recession-related challenges that impacted retail markets. Among other things, (1) we maintained a stable top line while generating strong cash flows from operations, (2) we instituted a new quarterly dividend payout of $0.02 per share, further strengthened our enviable balance sheet and raised shareholders' equity by 23%, and (3) we increased Adjusted EBITDA* to $10.5 million, the highest level since 1998.

* Please see discussion of non-GAAP financial measures at the end of the attached letter.

"We are proud of the positive momentum we have created for our shareholders, and we enter fiscal 2011 with great enthusiasm for the value creation opportunities that are now before us. This is why the ongoing, misleading antics by the Wynnefield Group to advance their own narrow, self-serving, short-sighted agenda are so frustrating and counterproductive."

In 2007, the Wynnefield Group pursued a costly and distracting proxy fight in which only one of their candidates was elected. In 2008, the Wynnefield Group threatened a similar campaign before the Company agreed to allow the dissident investor to add a handpicked director to the Company's Board.

Chestnut noted that neither individual appears to have the support of the Wynnefield Group anymore because their 2010 slate does not include their nominee who was elected in 2007 and whose term is expiring, and they have suggested that their director appointed in 2008 step down from the Board. "Additionally, the dissident investor's current nominees have absolutely no experience in our industry and are lacking in relevant qualifications when compared to the Company's slate," he said.

The following is the letter the Company's Board sent to Crown Crafts shareholders:



            AN IMPORTANT MESSAGE FROM YOUR BOARD OF DIRECTORS

                                                           July 19, 2010

Dear Fellow Crown Crafts Shareholders:

On August 10, 2010, we will host our annual meeting of shareholders in Gonzales, Louisiana. Despite the steady progress your Board of Directors and management have made in creating greater value for Crown Crafts shareholders (see our letter of July 15, 2010 accompanying the proxy materials we sent to you previously), Wynnefield Partners Small Cap Value, L.P. and certain of its affiliates (the Wynnefield Group) are insistent on continuing their efforts to embroil your Company in an unnecessary, distracting and costly proxy battle to drive their self-serving agenda. Your Board strongly urges all Crown Crafts shareholders to vote FOR all of the Company's nominees on the enclosed WHITE proxy card today. We urge you to discard and not return any gold proxy card you may receive from the Wynnefield Group.

      DOES THE WYNNEFIELD GROUP TRULY WANT INDEPENDENT DIRECTORS?

In its proxy materials, the Wynnefield Group conveniently ignores the fact that their two handpicked Board members -- Frederick Wasserman and Joseph Kling -- have overwhelmingly supported the very business strategy for long-term value creation that the Wynnefield Group criticizes, while offering no alternatives. They also fail to tell you that Mr. Kling supports our agenda, our strategic plan and our nominees, not theirs.

In Board votes during their tenures, Mr. Wasserman has voted with the majority more than 92% of the time, and Mr. Kling has voted with the majority more than 94% of the time. This time, the Wynnefield Group has chosen not to re-nominate Mr. Wasserman, whose term is expiring this year, even though he has gained a thorough understanding of the Company and its business during his three years on the Board. Also, the Wynnefield Group proposed to the Board earlier this year that the Board use its best efforts to request Mr. Kling to resign and that the Board elect a different handpicked representative of the Wynnefield Group to serve as a director in his place.

Could it be that the Wynnefield Group became disillusioned with Messrs. Wasserman and Kling because, as fully informed directors having a fiduciary obligation to act in the best interest of all shareholders, they overwhelmingly supported the very business strategy that the Wynnefield Group is so critical of? Ask yourself -- does the Wynnefield Group truly want INDEPENDENT directors for the Company?

          YOU CANNOT VOTE THE GOLD CARD AND VOTE FOR YOUR CEO

The Wynnefield Group's proxy card permits you to vote for their nominees, Melvin L. Keating and Jon C. Biro, but not for any of the Company's Class I nominees, including E. Randall Chestnut. The Wynnefield Group states that they are not seeking authority to vote for such individuals and will not exercise any such authority. As a result, you cannot vote the gold proxy card provided by the Wynnefield Group and also vote for Mr. Chestnut. This means that if you vote for the Wynnefield Group's nominees, then your Chief Executive Officer, the person primarily responsible for managing the Company's business and implementing its strategy, may no longer be a member of the Board. Do you want to run this risk?

               THE WYNNEFIELD GROUP IS WRONG ON THE FACTS

As they did in their previous proxy challenge in 2007, the Wynnefield Group is relying largely on fictitious assertions and misleading allegations to support their case. We believe the consistent misstatements made by the Wynnefield Group demonstrate their clear lack of knowledge both about us and our industry, and we must question the integrity of those who so willingly play fast and loose with the facts. Following are some of the Wynnefield Group's more egregious claims:



                                                                                                                          THE
                                                                                                                          FAC
                                               THE WYNNEFIELD GROUP'S CLAIM                                               TS
 ----------------------------------------------------------------------------------------------------------------------------
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 "The Wynnefield Group has been a stockholder of the Company since 1996, and like other long-term stockholders, has       alo
  suffered from the diminution of value of its shares."                                                                  ne.

 THE WYNNEFIELD GROUP'S CLAIM                                                      THE FACTS
 --------------------------------------------------------------------------------------------------------------------------------
                                                                                   While no other public company qualifies as a
                                                                                    true peer of Crown Crafts based on product
                                                                                    portfolios and markets served, the Wynnefield
                                                                                    Group cites Summer Infant, Inc. (Nasdaq:SUMR)
                                                                                    and Kid Brands, Inc. (NYSE:KID) as the
                                                                                    Company's peers and uses them as exemplars to
                                                                                    criticize the performance of the Company's
                                                                                    stock. What the Wynnefield Group fails to
                                                                                    tell you, not surprisingly, is that the
                                                                                    Company's stock price has considerably
                                                                                    outperformed that of SUMR and KID for each of
 "The Company continues to underperform its peers in the infant and juvenile        the time periods below (through July 16,
  products industry."                                                               2010):

                                                                                             1 Month  3 Months  6 Months  5 Years
                                                                                   ----------------------------------------------
                                                                                   CRWS         2.6%      6.7%     51.5%   788.9%
                                                                                   KID        -10.4%    -21.6%     42.4%   -52.8%
                                                                                   SUMR        -8.8%     -5.0%     22.6%    29.2%

                                                                                                                         The
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 "Failure to publicly disclose a non-emergency CEO succession plan, we believe, is evidence of the Board's desire to     tors
  maintain the status quo and its deference to Mr. Chestnut as Chairman and CEO."                                        .
 ----------------------------------------------------------------------------------------------------------------------------


                                                                                                                          THE
                                               THE WYNNEFIELD GROUP'S CLAIM                                               FACTS
 ------------------------------------------------------------------------------------------------------------------------------

                                                                                                                         There
                                                                                                                          shoul
                                                                                                                         d be
                                                                                                                          no
                                                                                                                          doubt
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                                                                                                                          thoro
                                                                                                                         ugh
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                                                                                                                          strat
                                                                                                                         egic
                                                                                                                          alter
                                                                                                                         native
                                                                                                                         s took
                                                                                                                          place
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                                                                                                                          Board
                                                                                                                          engag
                                                                                                                         ed a
                                                                                                                          well-
                                                                                                                         respec
                                                                                                                         ted,
                                                                                                                          indep
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                                                                                                                          direc
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                                                                                                                          relat
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                                                                                                                          exper
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                                                                                                                          to
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                                                                                                                          the
                                                                                                                          strat
                                                                                                                         egic
                                                                                                                          plann
                                                                                                                         ing
                                                                                                                          proce
                                                                                                                         ss.
                                                                                                                          Subje
                                                                                                                         ct to
                                                                                                                          the
                                                                                                                          appro
                                                                                                                         val of
                                                                                                                          the
                                                                                                                          Strat
                                                                                                                         egic
                                                                                                                          Revie
                                                                                                                         w
                                                                                                                          Commi
                                                                                                                         ttee
                                                                                                                          --
                                                                                                                          which
                                                                                                                          inclu
                                                                                                                         ded
                                                                                                                          Mr.
                                                                                                                          Wasse
                                                                                                                         rman,
                                                                                                                          who
                                                                                                                          was
                                                                                                                          the
                                                                                                                          Wynne
                                                                                                                         field
                                                                                                                          Group
                                                                                                                         's
                                                                                                                          nomin
                                                                                                                         ee in
                                                                                                                          2007
                                                                                                                          --
                                                                                                                          the
                                                                                                                          Board
                                                                                                                         's
                                                                                                                          consu
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                                                                                                                          deter
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                                                                                                                          the
                                                                                                                          scope
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                                                                                                                          its
                                                                                                                          timel
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                                                                                                                          inter
                                                                                                                         views
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                                                                                                                          metri
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                                                                                                                          the
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                                                                                                                         s
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                                                                                                                         cial
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                                                                                                                          Follo
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                                                                                                                         ugh
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                                                                                                                         egic
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                                                                                                                         w
                                                                                                                          Commi
                                                                                                                         ttee
                                                                                                                          and
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                                                                                                                          Board
                                                                                                                          unani
                                                                                                                         mously
                                                                                                                          appro
                                                                                                                         ved
                                                                                                                          the
                                                                                                                          Compa
                                                                                                                         ny's
                                                                                                                          curre
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                                                                                                                          growt
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                                                                                                                          concl
                                                                                                                         uded
                                                                                                                          that
                                                                                                                          it is
                                                                                                                          the
                                                                                                                          best
                                                                                                                          alter
                                                                                                                         native
                                                                                                                          avail
                                                                                                                         able
                                                                                                                          to
                                                                                                                          the
                                                                                                                          Compa
                                                                                                                         ny to
                                                                                                                          creat
                                                                                                                         e
                                                                                                                          long-
                                                                                                                         term
                                                                                                                          value
                                                                                                                          for
                                                                                                                          all
                                                                                                                          our
                                                                                                                          share
                                                                                                                         holder
                                                                                                                         s.
                                                                                                                          While
                                                                                                                          we
                                                                                                                          may,
                                                                                                                          at
                                                                                                                          times
                                                                                                                         ,
                                                                                                                          discu
                                                                                                                         ss
                                                                                                                          gener
                                                                                                                         al
                                                                                                                          point
                                                                                                                         s of
                                                                                                                          this
                                                                                                                          plan,
                                                                                                                          it is
                                                                                                                          not
                                                                                                                          prude
                                                                                                                         nt
                                                                                                                          from
                                                                                                                          a
                                                                                                                          compe
                                                                                                                         titive
                                                                                                                          and
                                                                                                                          propr
                                                                                                                         ietary
                                                                                                                          stand
                                                                                                                         point,
                                                                                                                          nor
                                                                                                                          is it
                                                                                                                          accep
                                                                                                                         ted
                                                                                                                          corpo
                                                                                                                         rate
                                                                                                                          gover
                                                                                                                         nance
                                                                                                                          best
                                                                                                                          pract
                                                                                                                         ice,
                                                                                                                          to
                                                                                                                          publi
                                                                                                                         cize
                                                                                                                          this
                                                                                                                          detai
                                                                                                                         led
                                                                                                                          and
                                                                                                                          confi
                                                                                                                         dentia
                                                                                                                         l
                                                                                                                          strat
                                                                                                                         egic
                                                                                                                          plann
                                                                                                                         ing
                                                                                                                          docum
                                                                                                                         ent in
                                                                                                                          its
                                                                                                                          entir
                                                                                                                         ety.
                                                                                                                          If
                                                                                                                          the
                                                                                                                          Wynne
                                                                                                                         field
                                                                                                                          Group
                                                                                                                          has a
                                                                                                                          parti
                                                                                                                         cular
                                                                                                                          agend
                                                                                                                         a they
                                                                                                                          would
                                                                                                                          like
                                                                                                                          to
                                                                                                                          const
                                                                                                                         ructiv
                                                                                                                         ely
                                                                                                                          discu
                                                                                                                         ss
                                                                                                                          with
                                                                                                                          us,
                                                                                                                          they
                                                                                                                          know
                                                                                                                          we
                                                                                                                          remai
                                                                                                                         n open
                                                                                                                          to
                                                                                                                          heari
                                                                                                                         ng
                                                                                                                          from
                                                                                                                          them
                                                                                                                          and
                                                                                                                          all
                                                                                                                          other
 "Despite our urgings over many years in this regard, and the Company's obligation to comply with the terms of our        share
  Standstill Agreement, which required a comprehensive review of all strategic options, we [Wynnefield] believe the Boardholder
  has not publicly communicated to its stockholders the nature and extent of any strategic review."                      s.
 ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            Des
                                                                                                                            pit
                                                                                                                            e
                                                                                                                             th
                                                                                                                            e
                                                                                                                             re
                                                                                                                            ces
                                                                                                                            sio
                                                                                                                            n-r
                                                                                                                            ela
                                                                                                                            ted
                                                                                                                             ch
                                                                                                                            all
                                                                                                                            eng
                                                                                                                            es
                                                                                                                             of
                                                                                                                             fi
                                                                                                                            sca
                                                                                                                            l
                                                                                                                             20
                                                                                                                            10,
                                                                                                                             yo
                                                                                                                            ur
                                                                                                                             Co
                                                                                                                            mpa
                                                                                                                            ny
                                                                                                                             fu
                                                                                                                            rth
                                                                                                                            er
                                                                                                                             st
                                                                                                                            ren
                                                                                                                            gth
                                                                                                                            ene
                                                                                                                            d
                                                                                                                             it
                                                                                                                            s
                                                                                                                             ba
                                                                                                                            lan
                                                                                                                            ce
                                                                                                                             sh
                                                                                                                            eet
                                                                                                                            ,
                                                                                                                             ra
                                                                                                                            ise
                                                                                                                            d
                                                                                                                             sh
                                                                                                                            are
                                                                                                                            hol
                                                                                                                            der
                                                                                                                            s'
                                                                                                                             eq
                                                                                                                            uit
                                                                                                                            y
                                                                                                                             by
                                                                                                                             23
                                                                                                                            %
                                                                                                                             an
                                                                                                                            d
                                                                                                                             ac
                                                                                                                            hie
                                                                                                                            ved
                                                                                                                             it
                                                                                                                            s
                                                                                                                             hi
                                                                                                                            ghe
                                                                                                                            st
                                                                                                                             Ad
                                                                                                                            jus
                                                                                                                            ted
                                                                                                                             EB
                                                                                                                            ITD
                                                                                                                            A*
                                                                                                                             si
                                                                                                                            nce
                                                                                                                             19
                                                                                                                            98.
                                                                                                                             Re
                                                                                                                            spo
                                                                                                                            ndi
                                                                                                                            ng
                                                                                                                             ag
                                                                                                                            gre
                                                                                                                            ssi
                                                                                                                            vel
                                                                                                                            y
                                                                                                                             to
                                                                                                                             a
                                                                                                                             ch
                                                                                                                            all
                                                                                                                            eng
                                                                                                                            ing
                                                                                                                             ec
                                                                                                                            ono
                                                                                                                            mic
                                                                                                                             en
                                                                                                                            vir
                                                                                                                            onm
                                                                                                                            ent
                                                                                                                            ,
                                                                                                                             th
                                                                                                                            e
                                                                                                                             Bo
                                                                                                                            ard
                                                                                                                             la
                                                                                                                            unc
                                                                                                                            hed
                                                                                                                             it
                                                                                                                            s
                                                                                                                             ag
                                                                                                                            gre
                                                                                                                            ssi
                                                                                                                            ve
                                                                                                                             fi
                                                                                                                            ve-
                                                                                                                            yea
                                                                                                                            r
                                                                                                                             st
                                                                                                                            rat
                                                                                                                            egi
                                                                                                                            c
                                                                                                                             pl
                                                                                                                            an
                                                                                                                             in
                                                                                                                             fi
                                                                                                                            sca
                                                                                                                            l
                                                                                                                             20
                                                                                                                            10,
                                                                                                                             de
                                                                                                                            sig
                                                                                                                            ned
                                                                                                                             to
                                                                                                                             dr
                                                                                                                            ive
                                                                                                                             su
                                                                                                                            sta
                                                                                                                            ine
                                                                                                                            d
                                                                                                                             to
                                                                                                                            p-t
                                                                                                                            ier
                                                                                                                             sa
                                                                                                                            les
                                                                                                                             gr
                                                                                                                            owt
                                                                                                                            h
                                                                                                                             an
                                                                                                                            d
                                                                                                                             pr
                                                                                                                            ofi
                                                                                                                            tab
                                                                                                                            ili
                                                                                                                            ty.
                                                                                                                             So
                                                                                                                             fa
                                                                                                                            r,
                                                                                                                             th
                                                                                                                            e
                                                                                                                             ev
                                                                                                                            ide
                                                                                                                            nce
                                                                                                                             in
                                                                                                                            dic
                                                                                                                            ate
                                                                                                                            s
                                                                                                                             th
                                                                                                                            at
                                                                                                                             th
                                                                                                                            e
                                                                                                                             pl
                                                                                                                            an'
                                                                                                                            s
                                                                                                                             ex
                                                                                                                            ecu
                                                                                                                            tio
                                                                                                                            n
                                                                                                                             is
                                                                                                                             on
                                                                                                                             tr
                                                                                                                            ack
                                                                                                                             an
                                                                                                                            d
                                                                                                                             de
                                                                                                                            liv
                                                                                                                            eri
                                                                                                                            ng
                                                                                                                             th
                                                                                                                            e
                                                                                                                             de
                                                                                                                            sir
                                                                                                                            ed
                                                                                                                             re
                                                                                                                            sul
                                                                                                                            ts.
                                                                                                                             Ma
                                                                                                                            kin
                                                                                                                            g
                                                                                                                             th
                                                                                                                            eir
                                                                                                                             as
                                                                                                                            ser
                                                                                                                            tio
                                                                                                                            n
                                                                                                                             ev
                                                                                                                            en
                                                                                                                             mo
                                                                                                                            re
                                                                                                                             lu
                                                                                                                            dic
                                                                                                                            rou
                                                                                                                            s,
                                                                                                                             in
                                                                                                                             ou
                                                                                                                            r
                                                                                                                             op
                                                                                                                            ini
                                                                                                                            on,
                                                                                                                             is
                                                                                                                             th
                                                                                                                            e
                                                                                                                             fa
                                                                                                                            ct
                                                                                                                             th
                                                                                                                            at
                                                                                                                             th
                                                                                                                            e
                                                                                                                             Wy
                                                                                                                            nne
                                                                                                                            fie
                                                                                                                            ld
                                                                                                                             Gr
                                                                                                                            oup
                                                                                                                             ha
                                                                                                                            s
                                                                                                                             ne
                                                                                                                            ver
                                                                                                                             pr
                                                                                                                            opo
                                                                                                                            sed
                                                                                                                             an
                                                                                                                             al
                                                                                                                            ter
                                                                                                                            nat
                                                                                                                            ive
                                                                                                                             st
                                                                                                                            rat
                                                                                                                            egi
                                                                                                                            c
                                                                                                                             pl
                                                                                                                            an
                                                                                                                             of
                                                                                                                             th
 "...[T]here is a lack of willingness of the current management-endorsed members of the Board to provide the leadershipeir
  necessary to address, in the opinion of the Wynnefield Group, deficiencies in the Company's financial performance,         ow
  strategic analysis, corporate governance and alignment of compensation practices with stockholder interests."             n.
                                                                                                                            *
                                                                                                                             Pl
                                                                                                                            eas
                                                                                                                            e
                                                                                                                             se
                                                                                                                            e
                                                                                                                             di
                                                                                                                            scu
                                                                                                                            ssi
                                                                                                                            on
                                                                                                                             of
                                                                                                                             no
                                                                                                                            n-G
                                                                                                                            AAP
                                                                                                                             fi
                                                                                                                            nan
                                                                                                                            cia
                                                                                                                            l
                                                                                                                             me
                                                                                                                            asu
                                                                                                                            res
                                                                                                                             at
                                                                                                                             th
                                                                                                                            e
                                                                                                                             en
                                                                                                                            d
                                                                                                                             of
                                                                                                                             th
                                                                                                                            is
                                                                                                                             le
                                                                                                                            tte
                                                                                                                            r.


                                                                                                                          THE
                                               THE WYNNEFIELD GROUP'S CLAIM                                               FACTS
 ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            You
                                                                                                                            r
                                                                                                                             Bo
                                                                                                                            ard
                                                                                                                             ha
                                                                                                                            s
                                                                                                                             al
                                                                                                                            way
                                                                                                                            s
                                                                                                                             ta
                                                                                                                            ken
                                                                                                                             ve
                                                                                                                            ry
                                                                                                                             se
                                                                                                                            rio
                                                                                                                            usl
                                                                                                                            y
                                                                                                                             it
                                                                                                                            s
                                                                                                                             fi
                                                                                                                            duc
                                                                                                                            iar
                                                                                                                            y
                                                                                                                             du
                                                                                                                            ty
                                                                                                                             to
                                                                                                                             pr
                                                                                                                            ope
                                                                                                                            rly
                                                                                                                             al
                                                                                                                            ign
                                                                                                                             th
                                                                                                                            e
                                                                                                                             in
                                                                                                                            ter
                                                                                                                            est
                                                                                                                            s
                                                                                                                             of
                                                                                                                             th
                                                                                                                            e
                                                                                                                             Co
                                                                                                                            mpa
                                                                                                                            ny'
                                                                                                                            s
                                                                                                                             le
                                                                                                                            ade
                                                                                                                            rsh
                                                                                                                            ip
                                                                                                                             wi
                                                                                                                            th
                                                                                                                             th
                                                                                                                            ose
                                                                                                                             of
                                                                                                                             al
                                                                                                                            l
                                                                                                                             sh
                                                                                                                            are
                                                                                                                            hol
                                                                                                                            der
                                                                                                                            s
                                                                                                                             an
                                                                                                                            d
                                                                                                                             ha
                                                                                                                            s
                                                                                                                             pu
                                                                                                                            t a
                                                                                                                             pl
                                                                                                                            an
                                                                                                                             in
                                                                                                                             pl
                                                                                                                            ace
                                                                                                                             to
                                                                                                                             en
                                                                                                                            sur
                                                                                                                            e
                                                                                                                             th
                                                                                                                            ey
                                                                                                                             ar
                                                                                                                            e
                                                                                                                             al
                                                                                                                            ign
                                                                                                                            ed.
                                                                                                                             Yo
                                                                                                                            ur
                                                                                                                             Bo
                                                                                                                            ard
                                                                                                                             en
                                                                                                                            gag
                                                                                                                            ed
                                                                                                                             a
                                                                                                                             hi
                                                                                                                            ghl
                                                                                                                            y
                                                                                                                             re
                                                                                                                            gar
                                                                                                                            ded
                                                                                                                            ,
                                                                                                                             in
                                                                                                                            dep
                                                                                                                            end
                                                                                                                            ent
                                                                                                                            ,
                                                                                                                             na
                                                                                                                            tio
                                                                                                                            nal
                                                                                                                             co
                                                                                                                            mpe
                                                                                                                            nsa
                                                                                                                            tio
                                                                                                                            n
                                                                                                                             co
                                                                                                                            nsu
                                                                                                                            lta
                                                                                                                            nt,
                                                                                                                             wi
                                                                                                                            th
                                                                                                                             mo
                                                                                                                            re
                                                                                                                             th
                                                                                                                            an
                                                                                                                             30
                                                                                                                             ye
                                                                                                                            ars
                                                                                                                             of
                                                                                                                             ex
                                                                                                                            per
                                                                                                                            ien
                                                                                                                            ce
                                                                                                                             in
                                                                                                                             hu
                                                                                                                            man
                                                                                                                             re
                                                                                                                            sou
                                                                                                                            rce
                                                                                                                            s
                                                                                                                             ma
                                                                                                                            nag
                                                                                                                            eme
                                                                                                                            nt,
                                                                                                                             in
                                                                                                                            clu
                                                                                                                            din
                                                                                                                            g
                                                                                                                             ex
                                                                                                                            per
                                                                                                                            ien
                                                                                                                            ce
                                                                                                                             wi
                                                                                                                            th
                                                                                                                             ma
                                                                                                                            jor
                                                                                                                             hu
                                                                                                                            man
                                                                                                                             re
                                                                                                                            sou
                                                                                                                            rce
                                                                                                                            s
                                                                                                                             co
                                                                                                                            nsu
                                                                                                                            lti
                                                                                                                            ng
                                                                                                                             fi
                                                                                                                            rms
                                                                                                                            ,
                                                                                                                             to
                                                                                                                             ma
                                                                                                                            ke
                                                                                                                             re
                                                                                                                            com
                                                                                                                            men
                                                                                                                            dat
                                                                                                                            ion
                                                                                                                            s
                                                                                                                             re
                                                                                                                            gar
                                                                                                                            din
                                                                                                                            g
                                                                                                                             Bo
                                                                                                                            ard
                                                                                                                             co
                                                                                                                            mpe
                                                                                                                            nsa
                                                                                                                            tio
                                                                                                                            n
                                                                                                                             an
                                                                                                                            d
                                                                                                                             th
                                                                                                                            e
                                                                                                                             co
                                                                                                                            mpe
                                                                                                                            nsa
                                                                                                                            tio
                                                                                                                            n
                                                                                                                             of
                                                                                                                             ex
                                                                                                                            ecu
                                                                                                                            tiv
                                                                                                                            es,
                                                                                                                             in
                                                                                                                            clu
                                                                                                                            din
                                                                                                                            g
                                                                                                                             sa
                                                                                                                            lar
                                                                                                                            y,
                                                                                                                             bo
                                                                                                                            nus
                                                                                                                             an
                                                                                                                            d
                                                                                                                             lo
                                                                                                                            ng-
                                                                                                                            ter
                                                                                                                            m
                                                                                                                             in
                                                                                                                            cen
                                                                                                                            tiv
                                                                                                                            e
                                                                                                                             aw
                                                                                                                            ard
                                                                                                                            s
                                                                                                                             su
                                                                                                                            ch
                                                                                                                             as
                                                                                                                             re
                                                                                                                            str
                                                                                                                            ict
                                                                                                                            ed
                                                                                                                             st
                                                                                                                            ock
                                                                                                                             an
                                                                                                                            d
                                                                                                                             st
                                                                                                                            ock
                                                                                                                             op
                                                                                                                            tio
                                                                                                                            n
                                                                                                                             gr
                                                                                                                            ant
                                                                                                                            s.
                                                                                                                             Th
                                                                                                                            e
                                                                                                                             mo
                                                                                                                            st
                                                                                                                             re
                                                                                                                            cen
                                                                                                                            t
                                                                                                                             in
                                                                                                                            cen
                                                                                                                            tiv
                                                                                                                            e
                                                                                                                             aw
                                                                                                                            ard
                                                                                                                             to
                                                                                                                             th
                                                                                                                            e
                                                                                                                             ex
                                                                                                                            ecu
                                                                                                                            tiv
                                                                                                                            e
                                                                                                                             te
                                                                                                                            am
                                                                                                                             wa
                                                                                                                            s
                                                                                                                             of
                                                                                                                             re
                                                                                                                            str
                                                                                                                            ict
                                                                                                                            ed
                                                                                                                             sh
                                                                                                                            are
                                                                                                                            s
                                                                                                                             th
                                                                                                                            at
                                                                                                                             wi
                                                                                                                            ll
                                                                                                                             ve
                                                                                                                            st
                                                                                                                             on
                                                                                                                            ly
                                                                                                                             wh
                                                                                                                            en
                                                                                                                             ou
                                                                                                                            r
                                                                                                                             st
                                                                                                                            ock
                                                                                                                             tr
                                                                                                                            ade
                                                                                                                            s
                                                                                                                             at
                                                                                                                             or
                                                                                                                             ab
                                                                                                                            ove
                                                                                                                             ta
                                                                                                                            rge
                                                                                                                            t
                                                                                                                             pr
                                                                                                                            ice
                                                                                                                            s
                                                                                                                             ra
                                                                                                                            ngi
                                                                                                                            ng
                                                                                                                             fr
                                                                                                                            om
                                                                                                                             $5
                                                                                                                             to
                                                                                                                             $7
                                                                                                                             fo
                                                                                                                            r
                                                                                                                             10
                                                                                                                             ou
                                                                                                                            t
                                                                                                                             of
                                                                                                                             30
                                                                                                                             co
                                                                                                                            nse
                                                                                                                            cut
                                                                                                                            ive
                                                                                                                             tr
                                                                                                                            adi
                                                                                                                            ng
                                                                                                                             da
                                                                                                                            ys
                                                                                                                             an
                                                                                                                            d
                                                                                                                             wi
                                                                                                                            ll
                                                                                                                             te
                                                                                                                            rmi
                                                                                                                            nat
                                                                                                                            e
                                                                                                                             af
                                                                                                                            ter
                                                                                                                             fi
                                                                                                                            ve
                                                                                                                             ye
                                                                                                                            ars
                                                                                                                             if
                                                                                                                             th
                                                                                                                            e
                                                                                                                             sh
                                                                                                                            are
                                                                                                                            s
                                                                                                                             ha
                                                                                                                            ve
                                                                                                                             no
                                                                                                                            t
                                                                                                                             pr
                                                                                                                            evi
                                                                                                                            ous
                                                                                                                            ly
                                                                                                                             ve
                                                                                                                            ste
                                                                                                                            d.
                                                                                                                            Con
                                                                                                                            tra
                                                                                                                            ry
                                                                                                                             to
                                                                                                                             th
                                                                                                                            e
                                                                                                                             Wy
                                                                                                                            nne
                                                                                                                            fie
                                                                                                                            ld
                                                                                                                             Gr
                                                                                                                            oup
                                                                                                                            's
                                                                                                                             cl
                                                                                                                            aim
                                                                                                                            s,
                                                                                                                             th
                                                                                                                            e
                                                                                                                             Co
                                                                                                                            mpa
                                                                                                                            ny'
                                                                                                                            s
                                                                                                                             ch
                                                                                                                            ang
                                                                                                                            e
                                                                                                                             in
                                                                                                                             co
                                                                                                                            ntr
                                                                                                                            ol
                                                                                                                             ag
                                                                                                                            ree
                                                                                                                            men
                                                                                                                            ts
                                                                                                                             al
                                                                                                                            so
                                                                                                                             se
                                                                                                                            rve
                                                                                                                             to
                                                                                                                             al
                                                                                                                            ign
                                                                                                                             th
                                                                                                                            e
                                                                                                                             fi
                                                                                                                            nan
                                                                                                                            cia
                                                                                                                            l
                                                                                                                             in
                                                                                                                            ter
                                                                                                                            est
                                                                                                                            s
                                                                                                                             of
                                                                                                                             ma
                                                                                                                            nag
                                                                                                                            eme
                                                                                                                            nt
                                                                                                                             an
                                                                                                                            d
                                                                                                                             th
                                                                                                                            ose
                                                                                                                             of
                                                                                                                             th
                                                                                                                            e
                                                                                                                             Co
                                                                                                                            mpa
                                                                                                                            ny'
                                                                                                                            s
                                                                                                                             sh
                                                                                                                            are
                                                                                                                            hol
                                                                                                                            der
                                                                                                                            s.
                                                                                                                             Th
                                                                                                                            ese
                                                                                                                             ar
                                                                                                                            ran
                                                                                                                            gem
                                                                                                                            ent
                                                                                                                            s
                                                                                                                             pr
                                                                                                                            ovi
                                                                                                                            de
                                                                                                                             a
                                                                                                                             si
                                                                                                                            gni
                                                                                                                            fic
                                                                                                                            ant
                                                                                                                             in
                                                                                                                            cen
                                                                                                                            tiv
                                                                                                                            e
                                                                                                                             to
                                                                                                                             ma
                                                                                                                            nag
                                                                                                                            eme
                                                                                                                            nt
                                                                                                                             to
                                                                                                                             cr
                                                                                                                            eat
                                                                                                                            e
                                                                                                                             va
                                                                                                                            lue
                                                                                                                             in
                                                                                                                             th
                                                                                                                            e
                                                                                                                             Co
                                                                                                                            mpa
                                                                                                                            ny
                                                                                                                             --
                                                                                                                             fo
                                                                                                                            r
                                                                                                                             al
                                                                                                                            l
                                                                                                                             sh
                                                                                                                            are
                                                                                                                            hol
                                                                                                                            der
                                                                                                                            s
                                                                                                                             --
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 "We [Wynnefield] believe that the current executive compensation arrangements and change in control agreements, coupled    fic
  with rich Board annual cash retainers, fail to align the financial interests of management and the Board with those of theers
  stockholders."                                                                                                            .

THE COMPANY'S NOMINEES ARE EXPERIENCED, INDEPENDENT AND FIRMLY COMMITTED
          TO ENHANCING VALUE FOR ALL CROWN CRAFTS SHAREHOLDERS

Your Board is comprised of respected business leaders with extensive professional experience and knowledge of our industry. This Board led an unprecedented turnaround at Crown Crafts that has resulted in significant increases in shareholder value. In addition to their experience and knowledge, the incumbent nominees have demonstrated a commitment to our shareholders that is vital to the stability and success of Crown Crafts. The Wynnefield Group's suggestion that its nominees be added to the Board to build shareholder value and that they alone -- not the Board -- are capable of doing this is an unwarranted and misguided attack on the highly qualified, dedicated and experienced members of your Board.

Consider the following qualifications of our Class I nominees, against whom the Wynnefield Group's nominees are running:

  --  E. Randall Chestnut joined Crown Crafts in January 1995 and has been
      President, Chief Executive Officer and Chairman of the Company since
      2001. He has overseen the successful transformation and complete
      financial turnaround of the Company. Prior to joining Crown Crafts, Mr.
      Chestnut served as President of Beacon Manufacturing Company, a producer
      of adult and infant blankets, from December 1988 to January 1995 and as
      Vice Chairman of Wiscassett Mills Company, a yarn manufacturer, from
      1990 to 1994.
  --  William T. Deyo, Jr. has served the Company as a director since its
      successful reorganization in 2001. He has been a principal of Goddard
      Investment Group, LLC, a real estate investment firm, since 1999. From
      1966 to 1999, he held various positions with Wachovia Bank in Atlanta,
      Georgia, serving last as Executive Vice President. Mr. Deyo's more than
      30 years in the banking industry give him significant insight into
      issues faced by the Company that relate to lending and financing
      activities.
  --  Richard L. Solar brings extensive industry, financial, M&A, public
      company and licensing experience to the Company, including serving as a
      director and as Chairman of the Audit Committee of Marvel Entertainment,
      Inc. until its sale to The Walt Disney Company in 2009 in a transaction
      valued at more than $4 billion. From 1996 to June 2002, Mr. Solar served
      as Senior Vice President, Director and Chief Financial Officer of Gerber
      Childrenswear, a publicly-traded infant and children's consumer products
      company. He also co-led the acquisition of the company prior to its
      going public and served the company as a consultant from June 2002 to
      February 2003.

The Company is also running a highly qualified Class II nominee in Sidney Kirschner. Mr. Kirschner, who previously served as a director of the Company for almost nine years, brings a valuable understanding of its business and industry. During a successful and varied career, he has held top executive officer positions with a former Fortune 500 company and has served on the boards of other successful companies, including companies in the textile and manufacturing industries.

In its proxy materials, the Wynnefield Group again criticizes the Company's staggered board structure, asserting that it adversely affects shareholder democracy. However, all Board members are subject to the same fiduciary duties to the Company and its shareholders without regard to the length of their term of service or the frequency of their standing for re-election. Moreover, a staggered board means that the majority of your Board at any given time will have experience in the Company's business and affairs, promoting continuity and stability of the Company's business strategies and policies.

All members of your Board, other than Mr. Chestnut, are independent. In addition, because the Board believes that strong, independent board leadership is a critical aspect of effective corporate governance, the Board has established the position of lead director, currently held by Zenon S. Nie. The lead director, who is elected by the independent directors and must be independent himself, presides over executive sessions of the independent directors, consults with the Chairman, oversees the flow of information to the Board and acts as liaison between the non-employee directors and management. As the primary interface between the CEO and the Board, he provides a valuable counterweight to the Company's combined Chairman and CEO role.

                    WE HAVE OUR OWN QUESTIONS ABOUT

                THE WYNNEFIELD GROUP'S CURRENT NOMINEES

We believe that the experience and qualifications of the Wynnefield Group's nominees -- Melvin L. Keating and Jon C. Biro -- raise certain red flags for shareholders.

Mr. Keating's experience, in particular, causes concern. For example, Mr. Keating was President and Chief Executive Officer of Alliance Semiconductor Corporation from December 2005 until September 2008 when Alliance's Board decided to liquidate the company. This was after Alliance, under Mr. Keating's leadership, had sold virtually all of its operating assets and had invested $59.4 million of the cash proceeds in short-term, high-risk, high-yield securities that were later completely written off. Mr. Keating also has served on the boards of a number of troubled companies, including Plymouth Rubber Co., which delisted itself from the American Stock Exchange in 2004 following sustained operating losses, and Kitty Hawk, Inc., which filed for Chapter 11 bankruptcy reorganization in 2007.

Mr. Biro is a certified public accountant whose public company experience appears to be limited to approximately two years as a CFO with a printing company, about 13 years in various positions, including serving as a director for a resin manufacturer, and seven months as a director (with Mr. Keating) for Aspect Medical Systems, Inc. prior to its sale to United States Surgical Corporation. This lack of breadth and depth in relevant expertise for our industry is not comparable to the highly qualified Company-nominated candidates who have been fully vetted by the Board.

We believe that Messrs. Biro and Keating stand in marked contrast to the Company's Class I nominees against whom they are running when considering relevant industry experience. Your Board-supported nominees -- E. Randall Chestnut, William T. Deyo, Jr., Sidney Kirschner and Richard L. Solar -- are highly qualified stewards of your investment and are fully committed to diligently pursuing our successful growth strategy and acting in the best long-term interests of all shareholders.

             SUPPORT YOUR BOARD'S NOMINEES AND YOUR COMPANY

Your Board firmly believes that the best path to maximize value for all shareholders is the continued execution of our strategic plan. This is not the time to disrupt our operations or distract our employees with concerns about their future and that of Crown Crafts. This is the time to grow our Company with the leadership of an experienced Board and management team.

Your vote is very important to us, no matter the size of your holdings. We urge you to vote your shares today by signing, dating and returning the enclosed WHITE proxy card by mailing it in the enclosed pre-addressed, stamped envelope. You can also vote by internet or telephone by following the instructions on the WHITE proxy card. Please do not sign or return any gold proxy card sent to you by the Wynnefield Group -- as a reminder, you cannot vote the gold proxy card and also vote for Mr. Chestnut or any other Class I nominee. If you have any questions or need any assistance voting your shares, do not hesitate to contact Georgeson, who is assisting us in this matter, toll free at 1-888-605-7561.

On behalf the Board of Directors and the dedicated men and women of Crown Crafts, we thank you for your ongoing support.

Sincerely,

E. Randall Chestnut Zenon S. Nie

Chairman of the Board, President Independent Lead Director

and Chief Executive Officer

                         YOUR VOTE IS IMPORTANT

  --  To vote FOR your Company's nominees, you MUST execute a WHITE proxy
      card.
  --  The Board of Directors urges you to DISCARD any gold proxy cards that
      you may have received from the Wynnefield Group. A "WITHHOLD AUTHORITY"
      vote on the Wynnefield Group's gold proxy card is NOT a vote for the
      Company's nominees.
  --  If you have voted on a gold proxy card but wish to support your
      Company's nominees, please sign, date and mail the enclosed WHITE proxy
      card in the postage-paid envelope provided as soon as possible. You can
      also vote by internet or telephone by following the instructions on the
      WHITE proxy card.
  --  Remember -- ONLY YOUR LATEST DATED PROXY WILL DETERMINE HOW YOUR SHARES
      ARE TO BE VOTED AT THE MEETING.
  --  If any of your shares are held in the name of a bank, broker or other
      nominee, please contact the party responsible for your account and
      direct them to vote your shares FOR your Company's nominees on the WHITE
      proxy card.

  If you have any questions or need assistance in voting your shares,

                  please contact our proxy solicitor.

                                Georgeson

                      199 Water Street, 26th Floor

                           New York, NY 10038

                    Banks and Brokers (212) 440-9800

               Shareholders Call Toll Free (888) 605-7561

* Crown Crafts, Inc. and Subsidiaries

Non-GAAP Reconciliation of Net Income to Adjusted EBITDA

In Thousands

                         Fiscal
                         Year
                         Ended
                         March
                         28,
                         2010

  Net income             $ 4,780
  Interest expense           692
  Interest income           (17)
  Income tax expense on
   continuing
   operations              3,103
  Income tax benefit on
   discontinued
   operations               (69)
  Depreciation               286
  Amortization             1,544
  Impairment charge -
   assets held for sale      154
                         -------

  Adjusted EBITDA        $10,473
                         -------

In addition to the Company's disclosure of its financial position and results of operations in conformity with accounting principles generally accepted in the United States of America ("GAAP"), the Company has also disclosed certain measures of its financial position and results of operations which are not determined in accordance with GAAP. These non-GAAP financial measures include Adjusted EBITDA, which is used by the Company internally to monitor the Company's operating results and cash flow and to evaluate the performance of its businesses. The Company believes that its presentation of Adjusted EBITDA is useful in that it is an important indicator of the Company's ability to generate cash sufficient to reduce debt, make strategic acquisitions and investments in capital expenditures, pay dividends and meet its working capital requirements and other obligations as they become due. The items excluded to calculate Adjusted EBITDA are significant components in understanding and assessing the Company's financial performance. The non-GAAP financial measures are presented as supplemental information and should be considered in addition to, and not as a substitute for, the Company's GAAP financial measures, including its net income, cash flow provided by or used in operating, investing or financing activities, and other measures of the Company's financial performance and liquidity. Because non-GAAP financial measures, by definition, are not determined in accordance with GAAP, companies calculate them in varying ways. Therefore, the non-GAAP financial measures presented by the Company may not be comparable to similarly titled measures of other companies.

                    ***END OF SHAREHOLDER LETTER***

About Crown Crafts, Inc.

Crown Crafts, Inc. designs, markets and distributes infant, toddler and juvenile consumer products, including crib and toddler bedding and blankets; nursery and bath accessories; reusable and disposable bibs and floor mats; burp cloths; room decor; and disposable placemats, toilet seat covers and changing mats. The Company's operating subsidiaries include Hamco, Inc. in Louisiana and Crown Crafts Infant Products, Inc. in California. Crown Crafts is America's largest producer of infant bedding, bibs and bath items. The Company's products include licensed and branded collections as well as exclusive private label programs for certain of its customers. The Company's website is www.crowncrafts.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such statements are based upon management's current expectations, projections, estimates and assumptions. Words such as "expects," "believes," "anticipates" and variations of such words and similar expressions identify such forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause future results to differ materially from those suggested by the forward-looking statements. These risks include, among others, general economic conditions, including changes in interest rates, in the overall level of consumer spending and in the price of oil, cotton and other raw materials used in the Company's products, changing competition, changes in the retail environment, the level and pricing of future orders from the Company's customers, the extent to which the Company's business is concentrated in a small number of customers, the Company's dependence upon third-party suppliers, including some located in foreign countries, customer acceptance of both new designs and newly-introduced product lines, actions of competitors that may impact the Company's business, disruptions to transportation systems or shipping lanes used by the Company or its suppliers, and the Company's dependence upon licenses from third parties. Reference is also made to the Company's periodic filings with the Securities and Exchange Commission for additional factors that may impact the Company's results of operations and financial condition. The Company does not undertake to update the forward-looking statements contained herein to conform to actual results or changes in our expectations, whether as a result of new information, future events or otherwise.

CONTACT:  Crown Crafts, Inc.
          Investor Relations Department
          (225) 647-9146

          Halliburton Investor Relations
          (972) 458-8000