Supp Executive Retirement Plan

EXHIBIT 10.1 Amendment Number One to the American Greetings Corporation Supplemental Executive Retirement Plan WHEREAS, the American Greetings Corporation (the " Company" ) currently maintains the American Greetings Corporation Supplemental Executive Retirement Plan (the " Plan" ), which was originally adopted effective March 1, 1986 and which has subsequently been amended and restated effective March 1, 2004; and WHEREAS, the Company desires to amend the Plan to update its provisions in accordance with the American Jobs Creation Act of 2004, the applicable requirements of which are set forth in Internal Revenue Code (the " Code" ) Section 409A, by virtue of the specific amendments to the Plan as set forth below; and WHEREAS, Section 8.4 of the Plan permits the Company to amend the Plan at any time, by action taken by its Board of Directors, and acting in its sole discretion, including those circumstances in which a change has occurred in the law (or in its interpretation) which would adversely affect the Company or a Participant if the Plan were to be left unamended; NOW, THEREFORE, the Plan is hereby amended as set forth below. Unless otherwise noted, all provisions of this Amendment Number One are effective January 1, 2005.1. Article II, Definitions, is hereby amended by adding the definitions of " 409A Disability," " Code," " Specified Employee," and " Separation from Service" to the end thereof, and by amending the definitions of " Assumed Bonus Percentage," " Board," and " Company" in their entireties, as provided for below: " 2.3 Assumed Bonus Percentage shall mean, for any Fiscal Year, 50% of the Participant' s target bonus under the Company' s key management incentive plan, for which the Participant is eligible during any Fiscal Year, based on the Participant' s job classification. 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. 2.5 Board shall mean the board of directors of AGCo (as defined herein); 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. 2.8 Company shall mean American Greetings Corporation, an Ohio corporation (" AGCo" ) and its controlled Subsidiaries and Affiliates; provided , that for Plan Years commencing after December 31, 2004, such term shall also include (to the extent not previously included in the preceding definition) any corporation, limited liability company, partnership, or other business organization which is part of a " controlled


group of corporations" that includes AGCo (within the meaning of Code Section 414(b) and related regulations), or is " under common control" with AGCo (within the meaning of Code Section 414(c) and related regulations). 2.21 Code shall mean the Internal Revenue Code of 1986, as amended from time to time. Any reference to a Code section shall include any regulations, notices, or rulings promulgated thereunder. 2.22 409A Disability shall mean a Participant' s absence from employment with the Company which: (i) is due to his or her inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) results from a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and causes such Participant to receive income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company' s employees. Notwithstanding the foregoing, if the Company' s Long Term Disability Plan defines a Participant' s disability in accordance with the foregoing or, in the alternative, as determined by the Social Security Administration, then the definition of ' 409A Disability' shall have the same meaning as the definition of ' disability' provided for under the Company' s Long Term Disability Plan. 2.23 Specified Employee shall mean any Participant for whom the following conditions, (a) and (b), are satisfied:(a) at any time during the twelve (12) month period ending on the December 31st preceding the calendar year in which a given distribution is to occur, such Participant:(i) is one of the top fifty (50) compensated officers of AGCo and has annual " W-2" compensation of at least One Hundred Thirty Thousand Dollars ($130,000); or(ii) owns more than five percent (5%) of AGCo' s stock; or(iii) owns more than one percent (1%) of AGCo' s stock and has annual " W-2" compensation in excess of One Hundred Fifty Thousand Dollars ($150,000); and(b) AGCo' s stock is publicly traded on the date such Participant Separates from Service.

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In applying the above rules, the following shall apply: the foregoing compensation amounts shall be adjusted from time to time in accordance with the cost-of-living adjustments under Code Section 416(i); and an individual who qualifies as a Specified Employee under this Section 2.23 shall be treated as a Specified Employee for the twelve (12) month period beginning on the April 1st next following the date he or she so qualifies. 2.24 Separation from Service or " Separates from Service" shall mean a Participant' s termination from employment with the Company on account of such Participant' s death, permanent and total disability, retirement, or other such termination of employment. A Participant will not be deemed to have experienced a Separation from Service if such Participant is on military leave, sick leave, or other bona fide leave of absence, to the extent such leave does not exceed a period of six (6) months or, if longer, such longer perio ...