Agreement To Defer Stock Option Gains

10(iii)(A)(i)


AMERICAN GREETINGS CORPORATION


Agreement to Defer Stock Option Gains
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THIS AGREEMENT TO DEFER STOCK OPTION GAINS (this "Agreement") dated December 15, 1997 between American Greetings Corporation (the "Company") and Morry Weiss (the "Optionee"),


WITNESSETH:


WHEREAS, the Board of Directors of the Company (the "Board") awarded the Optionee on January 25, 1988 options under which the Optionee has the right to purchase 510,000 Class B Common Shares of the Company (the "Option");


WHEREAS, pursuant to the terms of the Stock Option Agreement entered into between the Company and the Optionee to evidence the Option (the "Option Agreement"), the Optionee currently has the right to exercise the Option in full for cash or, subject to approval by the Board, by delivery of Common Shares of either class of the Company ("Common Shares"); and


WHEREAS, the Optionee desires to waive certain rights under the Option Agreement in consideration for deferral of delivery of certain of the Common Shares issuable upon exercise of the Option.


NOW THEREFORE, in consideration of the promises herein set forth and other good and valuable consideration had and received, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE I - DEFINITIONS


The following words and phrases when used in this Agreement shall have the following meanings:


1. "ADMINISTRATOR" shall mean the Compensation Committee of the
Board or such other person or persons as designated by the
Board.


2. "BENEFICIARY" shall mean the person(s) to whom the Optionee's
Account (as defined herein) is payable upon his death. The
Optionee may, by written instrument delivered to the
Administrator during the Optionee's lifetime, designate one or
more primary and contingent Beneficiaries to receive amounts
payable from his Account following his death and may designate
the proportions in which such Beneficiaries are to receive
such payment. The Optionee may change such designation from
time to time, and the last written designation filed with the
Administrator prior to the Optionee's death shall control. If
the Optionee fails to specifically designate a Beneficiary or
if no designated Beneficiary survives the Optionee, payment
shall be made by the Administrator to the Optionee's estate.


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3. "CHANGE IN CONTROL" shall mean (a) a filing pursuant to any
federal or state law in connection with any tender offer for
shares of the Company (other than a tender offer by the
Company), (b) the signing of any agreement for the merger or
consolidation of the Company with another corporation or for
the sale of all or substantially all of the assets of the
Company, (c) the adoption of any resolution of reorganization
or dissolution of the Company by the shareholders, (d) any
other event or series of events, which, in the opinion of the
Board, will or is likely to, if carried out, result in a
change in control of the Company, or (e) if, during any period
of two consecutive years, individuals who at the beginning of
such period constituted the Board cease for any reason to
constitute a majority thereof (unless the election, or the
nomination for election by the Company's shareholders, of each
Director of the Company first elected during such period was
approved by a vote of at least two-thirds of the Directors
then still in office who were Directors of the Company at the
beginning of any such period).


4. "CODE" shall mean the Internal Revenue Code of 1986 as
amended.


5. "DISABILITY" shall mean a physical or mental condition of the
Optionee resulting from a bodily injury, disease, or mental
disorder which renders him incapable of continuing in the
employment of the Company. Such Disability shall be determined
by the Administrator based upon appropriate medical evidence
and examination.


ARTICLE II - WAIVER


The Optionee irrevocably waives his rights under the Option Agreement to (1) exercise the Option for cash at any time and (2) exercise the Option in any manner during the period commencing on the date hereof and ending at midnight, Cleveland time on April 24, 1998; provided, however, that such waiver shall be null and void in the event that during such period (a) the Optionee's employment is terminated by the Company, (b) the Optionee's employment terminates as a result of his death or Disability, or (c) there is a Change in Control of the Company.


ARTICLE III - DEFERRAL


The Optionee irrevocably elects that if he shall exercise the Option, in whole or in part, after the expiration of the period referred to in Article II hereof:


1. Payment of the exercise price for the portion of the Option
being exercised shall be made in Common Shares which the
Optionee owned for at least 6 months prior to the exercise
date.


2. As soon as practicable following exercise of the Option, the
Company shall deliver to the Optionee a number of Common
Shares covered by the Option equal to the number of Common
Shares which were surrendered by the Optionee in payment of
the exercise price.


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3. The delivery of the balance of the Common Shares issuable upon
such exercise (the "Gain Shares") shall be deferred until
April 25, 2001, (the "Deferral Period"), subject to and in
accordance with Articles IV and V hereof. Notwithstanding the
foregoing, the Deferral Period specified in the preceding
sentence may (subject to approval by the Administrator) be
extended (with respect to all or a specified portion of the
Gain Shares) at the election of the Optionee; provided,
however, that (a) any such election must be made in writing
(in accordance with rules established by the Administrator) at
least six (6) months prior to the expiration of such Deferral
Period, and (b) such extension must be for a period of between
three (3) and five (5) years.


ARTICLE IV - DEFERRAL ACCOUNT


The Company shall maintain an account on its books in the name of the Optionee (the "Account") which shall be administered as follows:


1. The Account shall consist of two Sub-Accounts -- (a) the
"Common Share" Sub-Account and (b) the "Cash" Sub-Account. The
Common Share Sub-Account shall initially be credited with the
number of Gain Sh ...