Supplemental Executive Retirement Plan

EXHIBIT 10


AMERICAN GREETINGS CORPORATION


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(As Amended and Restated Effective March 1, 2004)


TABLE OF CONTENTS ARTICLE I INTRODUCTION...................................................... 1


ARTICLE II DEFINITIONS....................................................... 2


ARTICLE III PLAN PARTICIPATION................................................ 7


ARTICLE IV CALCULATION, FORM OF A PARTICIPANT'S ACCRUED BENEFIT.............. 9


ARTICLE V FORMS OF RETIREMENT; ELIGIBILITY CONDITIONS....................... 10


ARTICLE VI DISTRIBUTION OF BENEFITS; LIMITATIONS............................. 13


ARTICLE VII DEATH BENEFIT..................................................... 19


ARTICLE VIII ADMINISTRATION; PLAN MODIFICATION................................. 21


ARTICLE IX GENERAL PROVISIONS................................................ 25


-i-


ARTICLE I


INTRODUCTION


1.1 NAME OF PLAN. This Plan shall be known as the American Greetings
Corporation Supplemental Executive Retirement Plan (as amended and
restated effective March 1, 2004). It constitutes a full and complete
amendment and restatement of, and continuation of, the American
Greetings Corporation Supplemental Executive Retirement Plan, effective
as of March 1, 1986.


1.2 PURPOSE. The purpose of the Plan is to provide any Executive designated
to participate in the Plan with a retirement benefit that supplements
those benefits provided under any other pension, retirement or
profit-sharing plan maintained by American Greetings Corporation (the
"Company"). The Plan is being maintained primarily for the purpose of
providing deferred compensation for a select group of management or
highly compensated Company employees on an unfunded basis, within the
meaning of section 201(2) of the Employee Retirement Income Security
Act, as amended ("ERISA").


1.3 RIGHTS OF FORMER EMPLOYEES. The terms of the Plan, as in effect
immediately prior to this amendment and restatement, shall control and
be used exclusively to determine the rights and duties of any Executive
or former Executive who separated from employment by the Company and
all Company subsidiaries and affiliates prior to the March 1, 2004
effective date of this amendment and restatement.


- 1 -


ARTICLE II


DEFINITIONS


The following words and phrases, where used in the Plan, shall have the following meanings, unless a different meaning is plainly required by the context.


2.1 ACCRUED BENEFIT shall have the meaning set forth in Article IV hereof.


2.2 AFFILIATE means any limited liability company, general partnership,
limited partnership, business trust, or other non-corporate
organization with respect to which American Greetings Corporation
directly or indirectly owns at least fifty percent (50%) of either the
capital or profits interest therein, and directly or indirectly has the
power and authority to select and appoint, and where applicable remove,
such organization's managers, general partner(s) and/or trustees (as
applicable).


2.3 ASSUMED BONUS PERCENTAGE shall mean, for any Fiscal Year, the assumed
bonus award percentage to which an Executive is entitled under the
corporate component of the Company's key management incentive plan,
earned while a Participant, based on his job classification and
assuming a one hundred percent (100%) of target bonus award is payable
for said Fiscal Year. For this purpose, the schedule set forth by the
Company's Board for the various levels of job classifications covered
by the Company's key management incentive plan shall be used to
calculate such awards.


2.4 BENEFICIARY shall mean any person or persons designated by the
Executive to receive payments hereunder in the event of such
Executive's death. If an Executive fails to designate one or more
persons as his Beneficiary, or no such "beneficiary" designation is
held to be lawful and in effect, any Plan benefit becoming due and
payable to a Participant's Beneficiary hereunder shall be paid over to
such Participant's estate.


2.5 BOARD shall mean the board of directors of the Company; provided, that
if the Board by resolution designates a person or a committee to act
specifically on matters relevant to this Plan, such person or committee
shall act (and, have the power and authority to act) as the Board with
respect to such matters.


- 2 -


2.6 CHANGE IN CONTROL shall mean an event, shall mean the occurrence of any
of the following events, individually or in combination:


(a) American Greetings Corporation, an Ohio corporation ("AGCorp")
is merged or consolidated or reorganized into or with another
corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority
of the combined voting power of the then-outstanding
securities of such corporation or person immediately after
such transition is held in the aggregate by the holders of
AGCorp's common shares immediately prior to such transaction;


(b) AGCorp sells or otherwise transfers all or substantially all
of its assets to any other corporation or other legal person,
and less than a majority of the combined voting power of the
then-outstanding securities of such corporation or person
immediately after such sale or transfer is held in the
aggregate by the holders of AGCorp's common shares immediately
prior to such sale or transfer;


(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated
pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), disclosing that any person (as the term "person" is
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act) has become the beneficial owner (as the term "beneficial
owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities
representing 20% or more of the voting power of AGCorp's
common shares;


(d) AGCorp files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) that a
change in control of AGCorp has or may have occurred or will
or may occur in the future pursuant to any then-existing
contract or transaction; or


(e) If during any period of two consecutive years, individuals who
at the beginning of any such period constitute the directors
of AGCorp cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for
election by AGCorp's shareholders, of each director of AGCorp
first elected during such period was approved by a vote of at
least two-thirds of the directors


- 3 -


of AGCorp then still in office who were directors of AGCorp at
the beginning of any such period.


Notwithstanding the foregoing provisions of Section 12c and (d) above,
a "Change in Control" shall not be deemed to have occurred for purposes
of this Plan (i) solely because (A) AGCorp; (B) a Subsidiary; (C) any
AGCorp-sponsored employee stock ownership plan or other employee
benefit plan of AGCorp; or (D) any family member of Jacob Sapirstein
(including lineal descendants, spouses of such descendants, the lineal
descendants of any such spouses, the spouse of any such spouses' lineal
descendants and trusts (including voting trusts) either files or
becomes obligated to file a report or proxy statement under or in
responses to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or
any successor schedule, form or report or item therein) under the
Exchange Act, disclosing beneficial ownership by it of shares, whether
in excess of 20% of the voting power of AGCorp's common shares or
otherwise, or because AGCorp reports that a Change in Control of AGCorp
has or may have occurred or will or may occur in the future by reason
of such beneficial ownership or (ii) solely because of a Change in
Control of any Subsidiary.


2.7 COMMITTEE shall mean the Compensation & Management Development
Committee of the Board.


2.8 COMPANY shall mean AGCorp, together with any successor thereto that
specifically assumes sponsorship of the Plan by written action taken by
its board of directors (or comparable governing body). Such term also
shall include any Subsidiary, or Affiliate (both, as herein defined)
that adopts the Plan in a written instrument that (a) is signed by such
Subsidiary or Affiliate (as applicable) and by AGCorp, (b) delegates to
AGCorp all right, power and authority to act as the "Company" with
respect to the Plan as the agent and attorney-in-fact for such
Subsidiary or Affiliate (as applicable), and (c) obligates such
Subsidiary or Affiliate (as applicable) to reimburse AGCorp for the
direct and indirect cost of providing benefits to those employees of
such Subsidiary or Affiliate who participate herein.


2.9 COMPENSATION shall mean, for any calendar year preceding the calendar
year in which an Executive who is a Participant attains Normal
Retirement Date (or Late Retirement Date,


- 4 -


where applicable), the annual base pay received by such Participant
from the Company while a Participant. In the event an Executive who is
also a Participant becomes disabled and is eligible for and receiving
benefits under the Long Term Disability Plan, such Participant's
participation in the Plan shall be deemed to continue and, for Plan
purposes, the "Compensation" attributable to such Participant shall be
deemed to continue until the close of the calendar year coincident with
or next preceding the date such Participant no longer receives such
disability income benefits.


2.10 EFFECTIVE DATE shall mean March 1, 2004. The effective date of the
Plan, in effect prior to this amendment and restatement, was March 1,
1986.


2.11 EXECUTIVE shall mean an employee of the Company, or of a Subsidiary, or
of an Affiliate, who is either a named executive officer, a senior vice
president, or a vice president, of such Company; provided, that such
term shall specifically exclude any individual who is (or, is
classified as) a non-resident alien of the United States during any
period(s) such individual performs services outside of the United
States.


2.12 FINAL AVERAGE COMPENSATION shall mean an amount, expressed in dollars
and cents, determined by the sum of (a) and (b), where: (a) is the
average of a Participant's two (2) calendar years of Compensation that
provide the highest average, and (b) is the product derived from
multiplying (i) that amount determined in part (a) hereof, by (ii) that
average of such Participant's two (2) Fiscal Year Assumed Bonus
Percentages which provide the highest average; provided, that for this
purpose, if a Participant has only one Assumed Bonus Percentage, such
Percentage will be considered to be the average.


2.13 FISCAL YEAR shall mean that period which begins on March 1 of each year
and ends on the last day of February of the ensuing year.


2.14 LONG TERM DISABILITY PLAN shall mean the American Greetings Corporation
Long Term Disability Plan, an employee welfare benefit plan sponsored
and maintained by the Company to provide long-term disability income
benefits to plan-covered employees.


2.15 PARTICIPANT shall mean any Executive who is, or becomes, eligible to
participate in the Plan in accordance with the provisions of Sections
3.1 or 3.2 hereof; provided, that such


- 5 -


Executive shall continue as a Participant hereunder only so long as
such Executive remains eligible to participate in the Plan and has not
had such participation terminated or suspended in accordance with
Section 3.3 hereof. An Executive, or other individual, who was a
Participant shall remain a Participant so long as such Executive or
individual has a vested interest in the Plan, without regard to whether
such Executive or individual is then employed by the Company, or a
Subsidiary, or an Affiliate.


2.16 PLAN shall mean the American Greetings Corporation Supplemental
Executive Retirement Plan, as amended and restated effective March 1,
2004, as set forth in this instrument and as further amended from time
to time.


2.17 PLAN ADMINISTRATOR shall mean that person identified in Section 8.1
hereof.


2.18 PLAN BENEFIT shall mean the monthly benefit amount a Participant is
eligible to receive pursuant to Article IV, calculated in accordance
with Article V, and payable in the form of a monthly annuity for life
(with 180 months, guaranteed) in accordance with (and limited by)
Article VI and the remaining provisions of the Plan.


2.19 SERVICE shall mean that period of time an Executive is in the employ of
the Company, commencing with such Executive's date of hire and ending
with the date such Executive separates from Company employment, as
further determined in accordance with the following rules:


(a) Service shall specifically exclude any period(s) when an
Executive is employed by a Subsidiary or an Affiliate, unless
such Subsidiary or Affiliate participates in the Plan as part
of the "Company" in accordance with Section 2.8 hereof, or the
Committee by written action specifically recognizes such
period(s) of service as Service for Plan purposes.


(b) Service shall specifically include any period(s) when an
Executive is on a medical, military, family or personal leave
of absence that either has been approved by the Company or is
required by law to be recognized as employment service for
seniority and benefit plan purposes.


- 6 -


(c) Service shall specifically include any period(s) of time an
Executive (who is also a Plan Participant) is disabled and
receiving benefits under the Long Term Disability Plan, even
though no longer classified as a Company employee.


(d) Periods of employment by a predecessor-in-interest to the
Company or by a predecessor-in-interest to a Subsidiary or an
Affiliate, and any periods of employment by a Subsidiary or an
Affiliate during which such Subsidiary or Affiliate has not
adopted the Plan, shall be recognized as Service only where
(and, to the extent) recognized by the Board by written
action.


2.20 SUBSIDIARY shall mean any corporation at least eighty percent (80%) of
whose equity securities (determined either by voting power or by
interest in profits) are directly or indirectly owned by American
Greetings Corporation.


In this document, unless the context clearly requires otherwise, the singular shall include the plural and the masculine gender shall include the feminine.


- 7 -


ARTICLE III


PLAN PARTICIPATION


3.1 AUTOMATIC PARTICIPATION, AS OF THE EFFECTIVE DATE. Each Executive who
was a Participant in the Plan on the day before the Effective Date of
this amendment and restatement shall automatically continue as a
Participant, as of the Effective Date.


3.2 PARTICIPATION AFTER THE EFFECTIVE DATE; NEW ENTRANTS. Any Executive who
does not automatically become a Participant as of the Effective Date
shall become a Participant on any date, subsequent to the Effective
Date, that such Executive is designated as eligible to participate in a
written action taken by the Board. Where a written Board action
designates an Executive as eligible to participate in the Plan without
also specifying a date for commencing such participation, the date such
Board action was taken shall constitute the commencement date.


3.3 TERMINATION OR SUSPENSION OF PARTICIPATION; RENEWED PARTICIPATION. A
Participant's continued participation in the Plan may be discontinued
at any time by the Board by written action, in accordance with and
subject to the following rules:


(a) In the event a Participant's participation herein is
discontinued, the terms of such discontinuation shall be set
forth in writing and a copy of such terms shall be provided to
such Participant, the Plan Administrator, and the Committee.


(b) Subject to the provisions of Article VI hereof, if at the time
a Participant discontinues participation hereunder such
Participant has a right to a Plan benefit based on the term of
the Plan then in effect, said right shall not be forfeitable
and such Participant shall be entitled to receive such Plan
benefit, based on and in accordance with the terms of the Plan
in effect at the time of such discontinuation.


(c) In the event a Participant whose Plan participation has been
discontinued is again designated for participation in the Plan
in accordance with Section 3.2 hereof, the Board by written
action may specify the terms and conditions under which such
Participant's Compensation and Service (and
previously-determined Plan benefit, if any) are to be taken
into account when determining such Participant's Plan


- 8 -


rights hereunder. In the absence of any direction from the
Board, such Participant shall be considered a newly-eligible
Participant for all Plan purposes (other than with respect to
any Plan benefit such Participant already has qualified to
receive); provided, that such Participant's Service shall only
be used once.


- 9 -


ARTICLE IV


CALCULATION, FORM OF PARTICIPANT'S ACCRUED BENEFIT


4.1 FORM OF ACCRUED BENEFIT. A Participant's accrued benefit hereunder
shall consist of a monthly benefit, commencing on the first day of the
calendar month coincident with or next following the date such
Participant attains such Participant's Normal Retirement Date, and
payable thereafter to such Participant as an annuity for life (with 180
monthly payments, guaranteed) (the "Accrued Benefit").


4.2 CALCULATION OF ACCRUED BENEFIT. A Participant's Accrued Benefit, when
payable in its normal form and commencing as provided in Section 4.1
hereof, is equal in amount to one-twelfth (1/12th) of the product of
(a) times (b), where:


(a) is equal to one percent (1%) of such Participant's Final
Average Compensation; and


(b) consists of such Participant's years of Service, calculated to
the nearest attained calendar month, but in any event subject
to a maximum of twenty (20) years of Service.


4.3 CERTAIN COMPENSATION, SERVICE TO BE DISREGARDED. Notwithstanding any
contrary Plan provision, when calculating a Participant's Accrued
Benefit there shall be disregarded (a) any Compensation paid to such
Participant and any Service rendered by such Participant for any Fiscal
Year (or, fraction thereof) in which such Participant is determined by
the Committee (acting in its reasonable discretion, following
consultation with legal counsel) to have violated Section 304 or
Section 306 of the Sarbanes-Oxley Act (15 U.S.C. Sections 7243, 7244),
or other applicable law (including, without limitation, any
otherwise-applicable faithless servant doctrine), and (b) any
Compensation received by such Participant that is attributable to any
period prior to the date such Participant first commences participation
hereunder as a Participant.


- 10 -


ARTICLE V


FORMS OF RETIREMENT; ELIGIBILITY CONDITIONS


5.1 NORMAL/LATE RETIREMENT BENEFIT. A Participant shall be entitled to
receive a Normal Retirement benefit as of the first day of the calendar
month coinciding with or next following the date such Participant
attains age 65 ...