Form of Restricted Shares Grant Agreement

Exhibit 10 (xxxii)


AMERICAN GREETINGS CORPORATION
RESTRICTED SHARES GRANT AGREEMENT


American Greetings Corporation, an Ohio corporation (the "Company"), pursuant to the terms and conditions hereof, hereby grants to __________________ (the "Grantee") ________________ Class ____ Common Shares, $1 par value, of the Company (the "Restricted Shares").


1. The Restricted Shares are in all respects subject to the terms, conditions and provisions of this Agreement and the Company's 1997 Equity and Performance Incentive Plan (the "Plan").


2. Until vested the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise encumbered, whether voluntarily, involuntarily or by operation of law, and will be forfeited to the Company if the Grantee voluntarily terminates his employment with the Company unless such termination is deemed to be a termination by the Company "without cause"; provided, however, notwithstanding anything contained herein to the contrary, that the Grantee's rights with respect to Restricted Shares may be transferred by will or pursuant to the laws of descent and distribution. The certificate or certificates representing the Restricted Shares will bear a legend evidencing the restrictions contained herein. The substantial risk of forfeiture and restrictions on transfer imposed on the Restricted Shares shall lapse, and the Restricted Shares shall vest, on the third anniversary of the date hereof.


3. The Restricted Shares will be issued in the name of the Grantee. The Company's transfer agent and/or share transfer records will show the Grantee as the owner of record of the Restricted Shares. Except as otherwise provided in this Agreement, the Grantee will have all the rights of a shareholder of the Company, including the right to vote and receive dividends.


4. The Company or the Company's agent will hold the Restricted Shares for the period of time that the Restricted Shares are subject to forfeiture (until vested) and the certificate or certificates representing the Restricted Shares will be delivered to the Grantee after the Restricted Shares are no longer subject to forfeiture. The Grantee shall execute and deliver to the Company one or more blank stock powers so that the Restricted Shares that may be forfeited can be canceled or transferred to the Company.


5. Notwithstanding anything to the contrary in this Agreement, the Restricted Shares awarded to the Grantee hereunder shall immediately vest (no longer be subject to the substantial risk of forfeiture and no longer be subject to restriction on transfer) in the Grantee and a certificate or certificates representing the Restricted Shares shall be delivered to the Grantee or the Grantee's estate, as the case may be, upon (i) the Grantee's death or disability, (ii) a Change in Control of the Company (as defined in the Plan), or (iii) the termination "without cause" of the Grantee's employmen ...