10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year	Commission File
Ended February 28, 2003	Number 1-13859

AMERICAN GREETINGS CORPORATION
(Exact name of registrant as specified in Charter)

OHIO	34-0065325
(State of incorporation)	(I.R.S. Employer Identification No.)

One American Road, Cleveland, Ohio	44144
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (216) 252-7300

Securities registered pursuant to Section 12 (b) of the Act:

Class A Common Shares, Par Value $1.00

Securities registered pursuant to Section 12 (g) of the Act:

Class B Common Shares, Par Value $1.00

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES   þ   NO   o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ   

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES   þ   NO   o

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to Vote of Security Holders
PART II
	Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT AUDITORS
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
	Item 14. Controls and Procedures
	Item 15. Principal Accountant Fees and Services
PART IV
	Item 16. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K
	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K
Exhibit 10(II)(A)(XVIII)
Exhibit 10(II)(A)(XIX)
Exhibit 10(II)(A)(XX)
Exhibit 10(II)(A)(XXI)
Exhibit 10(II)(A)(XXII)
Exhibit 10(II)(A)(XXIII)
Exhibit 10(II)(A)(XXIV)
Exhibit 10(II)(A)(XXV)
Exhibit 10(III)(A)(I)
Exhibit 21
Exhibit 23
Exhibit 99.1

State the aggregate market value of the voting stock held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter, August 30, 2002 — $1,073,333,699

Number of shares outstanding as of April 28, 2003:

CLASS A COMMON — 61,309,505
CLASS B COMMON — 4,599,994

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement filed with the Securities and Exchange Commission on May 19, 2003 with respect to the 2003 Annual Meeting of Shareholders called for June 27, 2003, are incorporated by reference into Part III.

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PART I

Item 1. Business

American Greetings Corporation (“the Corporation”) and its subsidiaries operate predominantly in a single industry: the design, manufacture and sale of everyday and seasonal greeting cards and other social expression products. Greeting cards, gift wrap, paper party goods, candles, balloons, stationery and giftware are manufactured and /or sold in the United States by American Greetings Corporation, Gibson Greetings, Inc. and Plus Mark, Inc., in Canada by Carlton Cards Limited; in the United Kingdom by Carlton Cards Limited, Camden Graphics Group, Hanson White Ltd., Gibson Greetings International Limited, The Ink Group Publishers Ltd. (U.K.) and Carlton Cards Ltd. (Ireland); in Mexico by Carlton Mexico, S.A. de C.V. ; in Australia by John Sands (Australia) Ltd. and The Ink Group PTY Ltd.; in New Zealand by John Sands (N.Z.) Ltd. and The Ink Group NZ Ltd.; in South Africa by S.A. Greetings Corporation (PTY) Ltd.; and in Singapore, Hong Kong, China, and Malaysia by Memory Lane SDN BHD (85% owned). AmericanGreetings.com, Inc. (92% owned), markets e-mail greetings, personalized printable greeting cards and other social expression products through the Corporation’s websites www.americangreetings.com, www.bluemountain.com, www.egreetings.com and www.beatgreets.com; co-branded websites and on-line services. AmericanGreetings.com also provides design and verse content which is included in various CD-Rom software products for use on personal computers. Magnivision, Inc. produces and sells non-prescription reading glasses and eyeware accessories, and Learning Horizons distributes supplemental educational products. Carlton Cards Retail, Inc. owns and operates card and gift retail stores in the United States. Design licensing and character licensing are done by AGC, Inc. and Those Characters From Cleveland, Inc., respectively. A.G. Industries, Inc. manufactures custom display fixtures for the Corporation’s products and products of others. (Although other subsidiaries of American Greetings Corporation exist, they are either inactive, of minor importance or of a holding company nature.)

The Corporation’s fiscal year ends on February 28 or 29. References to a particular year refer to the fiscal year ending in February of that year. For example, 2003 refers to the year ended February 28, 2003. The Corporation’s AmericanGreetings.com, Inc. subsidiary is consolidated on a two-month lag corresponding with its fiscal year-end of December 31.

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The Corporation makes available, free of charge, on or through its investor relations Internet site, www.corporate.americangreetings.com, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). Copies of the Corporation’s filings with the SEC also can be obtained at the SEC’s Internet site, www.sec.gov. When new corporate governance rules proposed to the SEC by the New York Stock Exchange are approved by the SEC, the Corporation will adopt, in compliance with those rules, a code of business conduct and ethics for its directors, officers and other employees and a set of corporate governance principles that comply with those new rules. The Corporation also intends to adopt during the current fiscal year a code of ethics for its senior financial and executive officers. The Corporation will post these documents on its Internet site, along with the charters of (i) the Audit Committee, (ii) the Compensation and Management Development Committee and (iii) the Nominating and Governance Committee of its Board of Directors. Any changes to or waivers of the code of ethics provisions affecting senior financial and executive officers also will be promptly disclosed on the Corporation’s Internet site.

Many of the Corporation’s products are manufactured at common production facilities and marketed by a common sales force. Marketing and manufacturing functions in the United States and Canada are combined; dual priced cards are produced in the United States and distributed in both countries. Information concerning sales by major product classifications is included in Part II, Item 7. Additionally, information by geographic area is included in Note 15 to the Consolidated Financial Statements included in Part II, Item 8.

The Corporation’s products are primarily sold in about 125,000 retail outlets worldwide. In addition, the Corporation licenses its designs to various foreign licensees, so that in total, the Corporation’s products and designs are available in more than 70 nations around the world. The greeting card and gift wrap industry is intensely competitive. Competitive factors include quality, design, customer service and terms, which may include payments and other concessions to retail customers under long-term agreements. These agreements are discussed in greater detail below. There are an estimated 2,000 companies in this industry in the United States. The Corporation’s principal competitor is Hallmark Cards, Incorporated. Based upon its general familiarity with the greeting card and gift wrap industry and limited information as to its competitors, the Corporation believes that it is the second largest company in the industry and the largest publicly owned company in the industry. For information regarding the various business segments comprising the Corporation’s business, see the discussion in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the subheading “Segment Information”, and in Note 15 to the Consolidated Financial Statements included in Part II, Item 8.

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The Corporation’s unit sales of everyday cards increased approximately 5.6% in 2003 over 2002. Of the 5.6% increase in unit volume, approximately 4.0 percentage points is the result of scan-based trading buybacks and other initiatives in 2002 (see Part II, Item 7). The remaining 1.6 percentage-point increase in unit sales in 2003 is the result of strong acceptance of the Corporation’s value priced card products, partially offset by net store losses at two mass retail accounts and one supermarket chain. In 2002, after adjusting for the effects of the initiatives noted above, unit sales of everyday greeting cards declined 2.9% from 2001. Approximately half of the decline was the result of the Corporation completing its activities to reduce inventory levels at certain retailers while the remainder reflected the continuation of a slightly declining trend in everyday greeting card consumption.

The Corporation’s unit sales of seasonal cards, net of provisions for returns, decreased approximately 2.5% in 2003 from 2002. The net unit volume decrease is primarily the result of net store losses in the United States market. In 2002, unit sales of seasonal greeting cards increased approximately 8.7% from 2001.

Production of the Corporation’s products is generally on a level basis throughout the year. Everyday inventories remain relatively constant throughout the year, while seasonal inventories peak in advance of each major holiday season, including Christmas, Valentine’s Day, Easter, Mother’s Day, Father’s Day and Graduation. Payments for seasonal shipments are generally received during the month in which the major holiday occurs, or shortly thereafter. Extended payment terms may also be offered in response to competitive situations with individual customers. Two of the Corporation’s largest customers were converted to a scan-based trading model, and payments for both everyday and seasonal sales to those customers are received generally within 10 to 15 days of the product being sold by those customers at their retail locations. The Corporation and many of its competitors sell seasonal greeting cards with the right of return. Sales credits for non-seasonal product are issued at the Corporation’s sole discretion for damaged, obsolete and outdated products.

During the fiscal year, the Corporation experienced no difficulty in obtaining raw materials from suppliers.

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At February 28, 2003, the Corporation employed approximately 9,600 full-time employees and approximately 23,000 part-time employees which, when jointly considered, equate to approximately 21,100 full-time employees. Approximately 3,200 of the Corporation’s hourly plant employees are unionized, of which approximately 2,300 are covered by the following collective bargaining agreements:

Union	Plant Location	Contract Expiration Date
International Brotherhood of Teamsters	Bardstown, Kentucky Kalamazoo, Michigan Cleveland, Ohio	3/23/08 4/30/05 3/31/05
Union of Needle Trades, Industrial, & Textile Employees	Greeneville, Tennessee (Plus Mark)	10/19/05
Firemen & Oilers	Berea, Kentucky	8/31/03

Other locations with unions are the United Kingdom, Mexico, Australia, New Zealand, and South Africa. The Corporation’s headquarters and other manufacturing locations are not unionized. Labor relations at each location have generally been satisfactory.

The Corporation has a number of copyrights, patents and registered trademarks which are used in connection with its products. The Corporation’s designs and verses are protected by copyright. Although the licensing of copyrighted designs and trademarks produces additional revenue, in the opinion of the Corporation, the Corporation’s operations are not dependent upon any individual patent, trademark, copyright or intellectual property license. The collective value of the Corporation’s copyrights and trademarks is substantial, and the Corporation follows an aggressive policy of protecting its patents, copyrights and trademarks.

In 2003, the Corporation’s major channel of distribution continued to be mass retail (which is comprised of mass merchandisers, chain drug stores and supermarkets). Other major channels of distribution included card and gift shops, department stores, military post exchanges, variety stores and combo stores (stores combining food, general merchandise and drug items).

Net sales to the Corporation’s five largest customers, which include mass merchandisers and major drug stores, accounted for approximately 30%, 37% and 29% of net sales in 2003, 2002 and 2001, respectively. The decline from 2002 to 2003 was due in part to a decline in sales to a major customer that operated in Chapter 11 protection throughout 2003. Net sales to Wal-Mart Stores, Inc. accounted for approximately 11%, 12% and 10% of consolidated net sales in 2003, 2002 and 2001, respectively. No other customer accounted for 10% or more of the Corporation’s net sales.

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In the normal course of its business, the Corporation enters into agreements with certain customers for the supply of greeting cards and related products. The Corporation views the use of such agreements as advantageous in developing and maintaining business with its retail customers. Under these agreements, the customer typically receives from the Corporation a combination of cash payments, credits, discounts, allowances and other incentive considerations to be earned by the customer as product is purchased from the Corporation over the effective time period of the agreement to meet a minimum purchase volume commitment. The agreements are negotiated individually to meet competitive situations and, therefore, while some aspects of the agreements may be similar, important contractual terms vary. The agreements may or may not specify the Corporation as the sole supplier of social expression products to the customer. In the event an agreement is not completed, the Corporation has a claim for unearned advances under the agreement.

Although risk is inherent in the granting of advances, the Corporation subjects such customers to its normal credit review. In circumstances where the Corporation is aware of a particular customer’s inability to meet its performance obligation, the Corporation records a specific reserve to reduce the deferred cost asset to the Corporation’s estimate of the value of future cash flows based upon expected performance. These agreements are accounted for as deferred costs. Losses attributed to these specific events have historically not been material. The balances and movement of the valuation reserve accounts are disclosed on Schedule II of this Annual Report on Form 10-K. See Note 9 to the Consolidated Financial Statements in Part II, Item 8, and the discussion under the “Deferred Costs” heading in the “Critical Accounting Policies” section of Item 7 for further information and discussion of deferred costs.

The operations of the Corporation, like those of other companies in our industry, are subject to various federal, state and local environmental laws and regulations. These laws and regulations may give rise to claims, uncertainties or possible loss contingencies for future environmental remediation liabilities and costs. The Corporation has implemented various programs designed to protect the environment and comply with applicable environmental laws and regulations. The costs associated with these compliance and remediation efforts have not and are not expected to have a material adverse effect on the financial condition, cash flows, or operating results of the Corporation.

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Item 2. Properties

As of February 28, 2003, the Corporation owns or leases approximately 15.3 million square feet of plant, warehouse and office space, of which approximately 1.7 million square feet are leased. The Corporation believes its manufacturing and distribution facilities are well-maintained and are suitable and adequate, and have sufficient productive capacity, to meet its current needs.

The following table summarizes the principal plants and materially important physical properties of the Corporation:

*	- Indicates calendar year.
**	- Facility will be closed in the first quarter of fiscal 2004

				Expiration
		Approximate Square		Date of
		Feet Occupied		Material
Location	Owned		Leased	Leases *	Principal Activity
Cleveland, Ohio		1,700,000			World headquarters; general offices of North American greeting card division, Plus Mark, Inc., A.G. Industries, Inc., Carlton Cards Retail, Inc., Learning Horizons, Inc., AmericanGreetings.com, Inc. and AGC, Inc.; creation and design of greeting cards, gift wrap, paper party goods, candles, balloons, stationery and giftware; marketing of electronic greetings
Bardstown, Kentucky		413,500			Cutting, folding, finishing, and packaging of greeting cards
Berea, Kentucky			552,000	2013	Production and distribution of candles
Corbin, Kentucky		1,010,000			Formerly lithography for greeting cards; idled in 2002
Danville, Kentucky		1,374,000			Distribution of everyday greeting cards and related products

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				Expiration
		Approximate Square		Date of
		Feet Occupied		Material
Location	Owned		Leased	Leases*	Principal Activity
Harrisburg, Arkansas		417,000			Formerly warehousing for seasonal greeting cards and related products; idled in 2002
Henderson, Kentucky		500,000			Formerly manufacture of gift wrap and related items for Plus Mark, Inc.; idled in 2002
Lafayette, Tennessee		194,000			Manufacture of envelopes for greeting cards and packaging of cards
McCrory, Arkansas		771,000			Order filling and shipping of everyday and seasonal products**
Osceola, Arkansas		2,552,000			Cutting, folding, finishing and packaging of seasonal greeting cards and warehousing; distribution of seasonal products
Philadelphia, Mississippi			120,000	2003	Hand finishing of greeting cards
Ripley, Tennessee		165,000			Greeting card printing and forms
Kalamazoo, Michigan		602,500			Manufacture and distribution of party supplies
Forest City, North Carolina (3 locations)		498,000	312,000	2004	Manufacture of the Corporation’s display fixtures and other custom display fixtures by A.G. Industries, Inc.
Greeneville, Tennessee (3 locations)		1,410,000	100,000	2004	Printing and packaging of seasonal greeting cards and wrapping items and order filling and shipping for Plus Mark, Inc.
Franklin, Tennessee (2 locations)		1,000,000	126,000	2004	Manufacture of gift wrap and related items for Plus Mark, Inc.

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				Expiration
	Approximate Square			Date of
	Feet Occupied			Material
Location	Owned	Leased		Leases *		Principal Activity
Miramar, Florida			200,000		2011	General offices of Magnivision, Inc.; manufacture, order filling and distribution of non-prescription reading glasses
Toronto, Ontario, Canada			87,000		2003	General offices of Carlton Cards (Canada) Limited
Clayton, Victoria, Australia	208,000					General offices of John Sands (Australia) Ltd.; manufacture of greeting cards and related products
Auckland, New Zealand			20,000		2003	General offices of John Sands (New Zealand) Ltd.
Dewsbury, England (2 locations)	417,000					General offices of Carlton Cards (UK) Limited, Hanson White and Camden Graphics; manufacture of greeting cards and related products
Croydon, Hull, Leicester and Oxford, England (5 locations)	127,000		47,500		2007, 2011	Manufacture and distribution of greeting cards and related products for Hanson White and Camden Graphics
Stafford Park, England (2 locations)	50,000		29,000		2004	General office and warehouse for Gibson Greetings International
Mexico City, Mexico,	89,000					General offices of Carlton Mexico S.A. de C.V. and distribution of greeting cards and related products
Roodepoort, South Africa			105,500		2003	General offices of S.A. Greetings Corporation; manufacture and distribution of greeting cards and related products

10

				Expiration
		Approximate Square		Date of
		Feet Occupied		Material
Location	Owned		Leased	Leases *	Principal Activity
Johannesburg, Ladysmith and Durban, South Africa		134,000			Manufacture and distribution for S.A. Greetings Corporation; greeting cards and related products
Kajang Selangor Malaysia			7,000	2004	General office of Memory Lane SDN BHD

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Item 3.  Legal Proceedings

1. In re: Underground Storage Tank Release Report
US EPA Facility ID# TN 1-300153
Tennessee Department of Environment & Conservation (“TDEC”) v. Plus Mark

This matter was previously disclosed in Form 10-K for the period ended February 29, 2000. In January 2000, Plus Mark, Inc. (“Plus Mark”), a wholly owned subsidiary of the Corporation, received a request from the United States Environmental Protection Agency (“US EPA”) in connection with the excavation of eight underground storage tanks at Plus Mark’s Afton, TN facility to perform initial site characterization for both soil and groundwater. After Plus Mark submitted the initial test results, the US EPA concluded that no further action was required regarding soil, but that further site characterization was required for groundwater. The US EPA transferred the matter to TDEC for administration. In November 2001, Plus Mark voluntarily entered into a Remediation Order with TDEC. A Remediation Plan addressing groundwater contamination, including a plan for off-site work, was approved by TDEC in June 2002.

2. In re: Tennessee Dept. of Environment and Conservation (TDEC) v. Cleo
Tennessee State Superfund Site — Carl Wright Site, Henry County, TN

This matter was previously disclosed in Form 10-K for the period ended February 29, 2000. In May 1998, TDEC informed Gibson Greetings, Inc. (“Gibson”), now a wholly owned subsidiary of the Corporation, that Cleo, a former subsidiary of Gibson, may be a potentially responsible party for the costs incurred by the State of Tennessee in remediating the Carl Wright Site. TDEC notified Gibson that storage drums recovered from the Site during clean up bore “Cleo Wrap” labels. Gibson had agreed to indemnify Cleo and its shareholder, CSS, against various environmental liabilities, in connection with the sale of Cleo to CSS. In November 2001, the Division of Superfund issued a second notice of assessment to “Cleo Wrap/Gibson Greetings” for $94,261.55, representing 8.3% of the clean-up costs assessed. The assessment was paid in January 2002. TDEC issued a 10% refund for timely payment and an order of contribution protection in June 2002.

3. In re: Chemical Recovery Systems Site, Elyria, Ohio

This matter was previously disclosed in Form 10-K for the period ended February 28, 2001. In March 2001, the US EPA sent to the Corporation a General Notice of Potential Liability and Request for Information under CERCLA. The Notice stated the US EPA’s intent to conduct a remedial investigation/feasibility study at the Chemical Recovery Systems Site in Elyria, Ohio. The Corporation undertook a review of its records. The alleged shipments to this Site occurred in 1978. The Corporation is part of the de minimus contributor group. In January 2003, the Corporation settled with the US EPA for an amount not material to the financial statements of the Corporation.

4. Party Concepts, Inc. v. Gibson Greetings, Inc.
American Arbitration Association
Case # 51Y 181 00033 2

This matter was previously disclosed in Form 10-Q for the period ending August 31, 2002. Party Concepts, Inc. filed an Amended Statement of Claim and demand for arbitration (“Demand”) against Gibson Greetings, Inc., alleging breach of the Supply Agreement between the parties dated as of September 1, 1998. Party Concepts, formerly known as The Paper Factory of Wisconsin, Inc., is a national retail chain selling party goods, greetings cards and related products at discount prices. Party Concepts had filed for Chapter 11 bankruptcy protection in August 2001 and has since emerged from bankruptcy. After discovery began but before the arbitration hearing date, the parties settled the arbitration dispute for an amount not material to the financial statements of the Corporation. The settlement was approved in March 2003 by the bankruptcy court in Party Concepts’ Chapter 11 bankruptcy.

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Item 4.	Submission of Matters to Vote of Security Holders
	None

Executive Officers of the Registrant

The following is a list of the Corporation’s executive officers, their ages as of April 30, 2003, their positions and offices, and number of years in executive office:

			Years as
Name	Age		Executive Officer		Current Position and Office
Morry Weiss		63		31	Chairman and Chief Executive Officer
James C. Spira		60		3	President and Chief Operating Officer
Jeffrey M. Weiss		39		5	Executive Vice President
Zev Weiss		36		2	Executive Vice President
David R. Beittel		55		2	Senior Vice President
Mary Ann Corrigan-Davis		49		6	Senior Vice President
Jon Groetzinger, Jr.		54		15	Senior Vice President, General Counsel and Secretary
Michael L. Goulder		43		-	Senior Vice President
Pamela L. Linton		53		2	Senior Vice President
William R. Mason		58		21	Senior Vice President
Robert P. Ryder		43		-	Senior Vice President, Chief Financial Officer
Erwin Weiss		54		13	Senior Vice President
Steven S. Willensky		48		-	Senior Vice President
Joseph B. Cipollone		44		2	Vice President, Corporate Controller
Stephen J. Smith		39		-	Vice President, Treasurer

Morry Weiss and Erwin Weiss are brothers. Jeffrey M. Weiss and Zev Weiss are the sons of Morry Weiss. The Board of Directors annually elects all executive officers; however, executive officers are subject to removal, with or without cause, at any time; provided, however, that the removal of James C. Spira, William R. Mason or Erwin Weiss would be subject to the terms of his respective employment agreement.

Effective June 1, 2003, Morry Weiss will relinquish his role as Chief Executive Officer but will remain Chairman of the board. James C. Spira will retire from the Corporation but will continue as a member of the Board of Directors and as an advisor to management. Zev Weiss will become Chief Executive Officer of the Corporation, and Jeffrey Weiss will become President and Chief Operating Officer of the Corporation. On that same date, Zev Weiss and Jeffrey Weiss will be appointed to the Board of Directors of the Corporation.

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All of the executive officers listed above have served in the capacity shown or similar capacities with the Corporation (or major subsidiary) over the past five years, with the following exceptions.

• James C. Spira was a management consultant with several firms. He has served on the Board of Directors of the Corporation since 1998. He was appointed Vice Chairman of the Corporation in June 2000 and President and Chief Operating Officer of the Corporation in March 2001.

• Zev Weiss was Regional Sales Director for the Corporation’s Carlton Cards Retail, Inc., unit from July 1994 to May 1995; Regional Sales Manager for the Corporation’s U.S. Greeting Card Division from May 1995 to May 1997; Executive Director of National Accounts for the Corporation’s U.S. Greeting Card Division from May 1997 until March 2000; Vice President, Strategic Business Units from March 2000 until March 2001; and Senior Vice President from March 2001 until becoming Executive Vice President in December 2001.

• David R. Beittel was Vice President, Creative Visual Design of the Corporation’s Carlton Cards Retail, Inc. unit from August 1993 until April 1995; Executive Director, Product Management of the Corporation from April 1995 until January 1997; and Vice President, Creative of the Corporation from January 1997 until becoming Senior Vice President in April 2001.

• Michael L. Goulder was a Vice President in the management consulting firm of Booz Allen Hamilton from October 1998 until September 2002. He became Senior Vice President, Executive Operations Officer of the Corporation in November 2002.

• Pamela L. Linton was Senior Vice President, Global Human Resources of Amway Corporation from 1997 until 2000. She became Senior Vice President, Human Resources of the Corporation in June 2001.

• Robert P. Ryder was Vice President and Chief Financial Officer of PepsiCo’s European Developing Markets, in London from 1995 to 1998 and Vice President and Controller for PepsiCo’s Frito-Lay North American division from 1998 to 2002. He became Senior Vice President and Chief Financial Officer of the Corporation in September 2002.

• Steven S. Willensky was President of Medex, a subsidiary of The Furon Company, from 1997 to 2000 and President and Chief Executive Officer of Westec Interactive from 2000 to 2002. He became Senior Vice President, Executive Sales and Marketing Officer of the Corporation in September 2002.

• Joseph B. Cipollone was Director, Corporate Financial Planning of the Corporation from July 1994 until December 1997; and Executive Director, International Finance of the Corporation from December 1997 until becoming Vice President and Corporate Controller in April 2001.

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• Stephen J. Smith was Treasurer and Officer from 1998 to 1999 and Vice President, Treasurer and Assistant Secretary in 1999 of Insilco Holding Company. He was Vice President and Treasurer of General Cable Corporation from 1999 to 2002. He became Vice President and Treasurer of the Corporation in April 2003.

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PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

(a) Market Information

The Corporation’s Class A common stock is listed on the New York Stock Exchange under the symbol AM. The high and low stock prices, as reported in the New York Stock Exchange listing, for the years ended February 28, 2003 and 2002, were:

	2003				2002
	High		Low		High		Low
1st Quarter	$	23.80	$	13.70	$	14.50	$	9.75
2nd Quarter		21.08		13.25		14.43		9.95
3rd Quarter		18.34		13.15		15.36		11.49
4th Quarter		16.70		12.41		16.00		11.98

National City Bank, Cleveland, Ohio, is the Corporation’s registrar and transfer agent. There is no public market for the Class B Common Shares of the Corporation. Pursuant to the Corporation’s Amended Articles of Incorporation, a holder of Class B Common Shares may not transfer such Class B Common Shares (except to permitted transferees, a group that generally includes members of the holder’s extended family, family trusts and charities) unless such holder first offers such shares to the Corporation for purchase at the most recent closing price for the Corporation’s Class A Common Shares. If the Corporation does not purchase such Class B Common Shares, the holder must convert such shares, on a share for share basis, into Class A Common Shares prior to any transfer.

(b) Shareholders

At February 28, 2003, there were approximately 30,000 holders of Class A Common Shares and 184 holders of Class B Common Shares of record and individual participants in security position listings.

(c) Cash Dividends

Dividends per share declared in	2003		2002
2nd Quarter (paid September 10, 2001)	$	—	$	0.10
3rd Quarter (paid December 7, 2001)		—		0.10
	$	—	$	0.20

On August 9, 2001, the Corporation entered into a new $350,000 senior secured credit facility that was amended to $320,000 on July 22, 2002. The credit facility restricts the Corporation’s ability to incur additional indebtedness and to engage in acquisitions of other businesses and entities and to pay shareholder dividends.

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Item 6. Selected Financial Data

Years ended February 28 or 29
Thousands of dollars except share and per share amounts

			2003			2002			2001			2000			1999
Summary of Operations
Net sales			$	1,995,860		$	1,927,346		$	2,109,852		$	1,776,788		$	1,787,253
Gross profit				1,114,089			990,345			1,175,915			1,026,104			1,091,436
Restructure and other charges				—			56,715			—			38,873			13,925
Interest expense				79,095			78,599			55,387			34,255			29,326
Income (loss) before cumulative effect of accounting changes				121,106			(122,310	)		(92,673	)		89,999			180,222
Cumulative effect of accounting changes, net of tax				—			—			(21,141	)		—			—
Net income (loss)				121,106			(122,310	)		(113,814	)		89,999			180,222
	Earnings (loss) per share:
		Before cumulative effect of accounting changes		1.85			(1.92	)		(1.46	)		1.37			2.56
		Cumulative effect of accounting changes, net of tax		—			—			(0.33	)		—			—
		Earnings (loss) per share		1.85			(1.92	)		(1.79	)		1.37			2.56
		Earnings (loss) per share — assuming dilution		1.63			(1.92	)		(1.79	)		1.37			2.53
Cash dividends per share				—			0.20			0.62			0.80			0.94
Fiscal year end market price per share				13.12			13.77			13.06			17.25			23.69
Average number of shares outstanding				65,636,621			63,615,193			63,646,405			65,591,798			70,345,980
Financial Position
Accounts receivable — net			$	309,967		$	288,986		$	387,534		$	430,825		$	390,740
Inventories				278,807			290,804			365,221			249,433			251,289
Working capital				535,091			350,142			94,455			518,196			728,144
Total assets				2,584,120			2,614,995			2,712,074			2,517,983			2,419,328
Property, plant and equipment additions				31,299			28,969			74,382			50,753			60,950
Long-term debt				726,531			853,113			380,124			442,102			463,246
Shareholders’ equity				1,077,464			902,419			1,047,190			1,252,411			1,346,611
Shareholders’ equity per share				16.35			14.15			16.49			19.41			19.49
Net return on average shareholders’ equity before cumulative effect of accounting changes				12.2	%		(12.5	)%		(8.1	)%		6.9	%		13.4	%

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Years ended February 28, 2003, 2002 and 2001

Overview

In 2003, the Corporation aligned its cost structure to its revenue base. The Corporation has embraced a culture of change and has established a platform for continuous improvement. As an example, the Corporation recently announced plans to significantly transform its supply chain activities in 2004.

The senior management team has established four strategic initiatives to improve both net sales and pretax income — supply chain transformation, category innovation, strategic account management and human capital development. The Corporation is committed to demonstrating continuous improvement and is confident in its ability to successfully integrate change. The financial results for 2003 reflect the success of the 2002 restructure program, as pretax margins have rebounded from the prior two fiscal years.

Results of Operations

The Corporation adopted the Financial Accounting Standards Board’s Emerging Issues Task Force Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a Customer/Reseller” (“EITF 01-09”), effective March 1, 2002. As a result, certain amounts related to incentive payments, amortization of deferred costs and other customer benefits in the prior year financial statements have been reclassified to conform with the 2003 presentation. For 2002, net sales; material, labor and other production costs; and selling, distribution and marketing expenses were reduced by $428.4 million, $55.2 million and $373.2 million, respectively. For 2001, net sales; material, labor and other production costs; and selling, distribution and marketing expenses were reduced by $408.9 million, $65.3 million and $343.6 million, respectively. These reclassifications did not affect net income (loss) for those periods. Throughout the discussion and analysis that follow, the amounts referred to include the reclassifications noted above.

Net Sales Overview

Consolidated net sales for the year ended February 28, 2003 were $2.0 billion, an increase of $68.5 million or 3.6% over the prior year. The 2002 amount of $1.9 billion included reductions for credits issued during 2002 for the conversion of two of the Corporation’s largest customers to a scan-based trading business model, as well as for the elimination of the Forget Me Not brand (“FMN”). The net sales effect of these two initiatives explains an increase from 2002 to 2003 of $102.3 million leaving a net sales decrease from 2002 to 2003 of $33.8 million or 1.7%. The majority of this shortfall, $22.0 million, is the result of the net sales impact of businesses divested throughout 2002 while the remaining shortfall of $11.8 million is the result of continuing operations.

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The net sales decrease from ongoing operations of $11.8 million from 2002 to 2003 was the result of several factors including the loss of certain store doors in the second half of the year, poor sell through of calendars, and a depressed market for advertising for the Corporation’s Internet business.

Net sales for 2002 of $1.9 billion were down 8.7% from 2001. The effect of reductions taken during 2002 for the scan-based trading conversion, the elimination of the FMN product line, and Stock Keeping Units (“SKU”) reductions resulted in the majority of this shortfall. These initiatives drove net sales in 2002 down from 2001 by 4.9% with the remaining shortfall of 3.8% due to soft demand in the core business.

The contribution of each major product category as a percent of net sales for the past three years is:

	2003			2002			2001
Everyday greeting cards		38	%		35	%		39	%
Seasonal greeting cards		18	%		18	%		18	%
Gift wrapping and wrap accessories		18	%		17	%		16	%
All other products		26	%		30	%		27	%

The “all other products” classification includes giftware, party goods, reading glasses, candles, balloons, calendars, custom display fixtures, educational products and stickers.

Unit and Pricing Analysis

Total greeting card sales less returns were up 0.5% in 2003 over 2002 but include the favorable impact of sales reductions in 2002 for scan based trading buybacks, the elimination of the FMN line, and the SKU reduction initiatives. Adjusting for these initiatives, combined everyday and seasonal greeting card sales less returns decreased approximately 2% in 2003. Virtually all of this decrease was reflected in lower average prices from the 2002 levels. Total unit sales of greeting cards remained flat to prior year levels.

In 2003 the Corporation had an increase in sales less returns of everyday cards of approximately 3.5% over 2002, with approximately 5.6% of the increase attributable to higher unit volume, partially offset by a reduction in average selling prices of 2.1%. Of the 5.6% increase in unit volume, approximately 4.0 percentage points is the result of scan-based trading buybacks and other initiatives in 2002. The remaining 1.6 percentage point increase in unit sales in 2003 is the result of strong acceptance of the Corporation’s value priced card products, partially offset by net store losses at two mass retail accounts and one supermarket chain. The reduction in average selling prices is primarily the result of a shift in product mix to more value priced products, which partially offset a 1.3% increase in the average price of cards at other price points.

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In 2002, after adjusting for the effects of the initiatives noted above, the market for everyday products was soft for the Corporation, particularly in the United States and Australia and unit sales of everyday greeting cards declined 2.9% from 2001. Approximately half of the decline was the result of the Corporation completing its activities to reduce inventory levels at certain retailers while the remainder reflected the continuation of a slightly declining trend in everyday greeting card consumption. In 2002, the Corporation experienced a 2.8% decline in its average selling prices for these everyday cards primarily resulting from the broader distribution of value priced cards in its overall product mix. The Corporation views the introduction of lower entry price points as an important piece of its longer-term strategy.

In 2003, the Corporation had a decrease in seasonal card sales, net of provisions for returns, of 5.3% from prior year. Unit sales of seasonal greeting cards in 2003, net of provisions for returns, were down 2.5% on a consolidated basis compared to 2002. The unit volume decrease is primarily the result of net store losses in the United States market. In addition, the average selling prices for seasonal cards fell 2.8% in 2003 compared to 2002, primarily driven by mix shifts in the United States business.

Seasonal card sales, net of provisions for returns, improved 4.1% from 2001 in 2002. The 2002 performance represented a reversal of slightly declining trends seen over the past several years. The Corporation’s greeting card divisions in the United States, Canada, and the United Kingdom all experienced improved seasonal card performance. In the United States, where sales less returns increased by 4.4%, the average price was reduced by approximately 5.8%. Net seasonal card unit sales were up 8.7% in 2002 from 2001 worldwide for the Corporation.

Expenses and Profit Margins

In 2003, the pretax margin of 10.1% represented a significant improvement over the 2002 pretax margin loss of (10.2%). In 2002, the Corporation incurred reductions to net sales as well as expense charges for its various initiatives involving conversion of retailers to scan-based trading, SKU reductions, plant consolidations, elimination of non-value-added activities, contractual changes and impairment charges. These initiatives represented 16.0 percentage points of the 20.3% improvement in pretax margins. The remaining 4.3 percentage-point net improvement in pretax margins is primarily the direct result of effective and sustainable cost reductions experienced throughout the entire organization during 2003.

Material, labor and other production costs for the year ended February 28, 2003 were 44.2% of net sales, a decrease from 48.6% in 2002. Material, labor and other production costs in 2002 included the following:

• A pretax charge of $49.1 million, net of LIFO valuation benefits, to reduce the value of inventory in the Corporation’s domestic operations to net realizable value associated with its brand rationalization and product line reduction.

• A pretax reduction of $8.6 million related to the Corporation’s conversion to scan-based trading.

• Other pretax costs of $19.6 million associated with the Corporation’s reorganization of its core business, including equipment moving expenses; fixture, displayer and signage costs; and production system enhancements.

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Excluding those items, material, labor and other production costs were 43.2% of net sales in 2002. The increase in this percentage in 2003 was due primarily to initial inefficiencies in the consolidation of domestic gift wrap and candle manufacturing operations. In addition, production volumes were down as the Corporation improved its net product sell through on seasonal products, resulting in higher overhead costs per unit. In 2001, material, labor and other production costs were 44.3% of net sales. The decrease from 2001 to 2002 was due to favorable production efficiencies.

Selling, distribution and marketing expenses were 31.1% of net sales for 2003 compared to 35.6% in 2002. Of the 4.5 percentage-point improvement as a percent of net sales experienced in 2003, approximately 2.7 percentage points is the result of the Corporation’s previously discussed initiatives included in 2002 while the remaining improvement of 1.8 percentage points represents the substantial cost reductions realized through merchandising efficiencies, streamlined order filling costs, and reduced advertising expenditures.

In 2001, selling, distribution and marketing expenses were 34.4% of net sales compared to 32.9% in 2002 excluding $18.1 million of pretax expenses for the previously discussed business initiatives. The decrease from 2001 to 2002 was due to lower marketing costs in the Corporation’s Internet unit, as well as lower advertising and sales administration expenses, which more than offset higher field expenses associated with implementing a new agreement with a major retailer.

Administrative and general expenses were $240.1 million in 2003, compared to $313.7 million in 2002 and $280.2 million in 2001. The 2002 amount included the costs of the Corporation’s conversion to scan-based trading of $12.4 million and other charges for the Corporation’s reorganization efforts of $13.4 million. Excluding those items, administrative and general expenses in 2003 decreased $47.7 million or 16.6% from 2002. In 2003, bad debt expense for the year was $7.2 million lower than the prior year. Additionally, the pretax cost of the corporate-owned life insurance (“COLI”) program was approximately $6 million lower than the prior year, reflecting the wind-down of a portion of the program. Reduced costs for postretirement health care of approximately $6 million reflected changes in participant contributions and lower executive compensation costs contributed approximately $15 million to the reduction in administrative expenses. The increase from 2001 to 2002, excluding the charges in 2002 noted above, was due in large part to higher health care and executive compensation costs.

Interest expense was $79.1 million in 2003, compared to $78.6 million in 2002 and $55.4 million in 2001. Although debt levels were generally lower in 2003 compared to 2002, the 2003 interest expense included the impact of the 11.75% senior subordinated notes and the 7.0% convertible subordinated notes for the entire year, while the 2002 amount included interest expense for those notes for only the eight months since issuance. Those factors generally offset so that the 2003 interest expense was up only slightly from 2002. The increase from 2001 to 2002 was due to the increase in the debt levels of the Corporation to fund the reorganization and scan-based trading initiatives and other general purposes. Higher interest rates on the Corporation’s new credit facilities also contributed to the increase in interest expense in 2002.

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Other (income) expense — net was income of $26.9 million in 2003 compared to expense of $51.8 million in 2002 and expense of $16.8 million in 2001. The 2003 amount includes a pretax gain of $12.0 million (total proceeds of $17.0 million) on the sale of a marketable security investment held by the Corporation’s United Kingdom subsidiary. Upon the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” on March 1, 2002, the Corporation discontinued amortization of its goodwill in accordance with this Statement. In 2002 and 2001, other (income) expense-net included $12.4 million and $8.7 million, respectively, of amortization expense related to goodwill. See Notes 1 and 8 to the Consolidated Financial Statements for further discussion. In addition, the 2002 amount also included a $37 million impairment charge to reflect the pretax, non-cash write-down of goodwill associated with the Corporation’s operations in Australasia as a result of restructuring the business and to address the general economic deterioration in the Pacific Rim. Also included in the 2002 amount was a charge of $9.5 million to reflect the Corporation’s decision to divest of one of its operating units in the Pacific Rim region and write down the carrying value of that unit to its estimated fair value. The 2001 amount included a $32.5 million non-cash charge for the write-down of the Corporation’s investment in Egreetings Network, Inc. (“Egreetings”) shares acquired as part of the acquisition of Gibson Greetings, Inc., as well as an $8.4 million gain on the sale of a building.

The effective tax rates for 2003 and 2002 were 39.7% and 37.7%, respectively. These rates reflect the United States statutory rate of 35% combined with the additional net impact of the various foreign, state and local income tax rates. Certain of the Corporation’s profitable foreign subsidiary results have continued to increase the effective tax rate over the past several years as the Corporation gradually loses the tax benefits of foreign losses that helped reduce its effective rates in the past.

In 2001, the Corporation recorded a charge of $143.6 million for potential tax exposure for 1992 through 1999 relating to the Corporation’s COLI programs. This exposure had been previously discussed in periodic filings with the Securities and Exchange Commission (“SEC”) and sufficiently provided for the effect of the adjustments by the Internal Revenue Service (“IRS”) for the disallowance of certain deductions related to this insurance program. In March 2003, the Corporation entered into a final settlement agreement with the IRS regarding the COLI tax dispute. The negotiated payments were within the Corporation’s previous provisions and no additional charges were necessary in 2003 or will be required going forward. As part of the settlement agreement, the Corporation surrendered certain of its insurance policies. Additionally, in 2001 the Corporation recorded the write-down of its investment in shares in Egreetings and established a valuation allowance equal to the full tax benefit of the write-down. See Note 16 to the Consolidated Financial Statements for details of the differences between taxes at the Federal statutory rate and actual tax expense (benefit).

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Cumulative Effect of Accounting Change

In December 1999, the SEC issued Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”), which, among other guidance, clarified the Staff’s views on various revenue recognition and reporting matters. As a result, effective March 1, 2000, the Corporation adopted a change in its method of accounting for certain shipments of seasonal product, which carry implied acceptance provisions. Under the new accounting method adopted retroactive to March 1, 2000, the Corporation now recognizes revenue on these seasonal shipments at the approximate date the merchandise is received by the customer, commonly referred to in the industry as the ship-to-arrive date (“STA”), and not upon shipment from the Corporation’s distribution facility. STA is a more preferable method of recording revenue due to the large volumes of seasonal product shipment activity and the lead time required to achieve customer-requested delivery dates. The cumulative effect of the change in 2001 resulted in a one-time non-cash reduction to the Corporation’s earnings of $21.1 million (net of tax of $12.6 million), or approximately $0.33 per share.

Impact of Initiatives — 2002

In its filing of Form 10-K for the period ended February 28, 2002 and in its subsequent Form 10-Q filings, the Corporation had discussed the progress on the implementation of its restructuring and scan-based trading initiatives. Virtually all of those initiatives were substantially completed in 2002, and the Corporation incurred total pretax charges of $314.4 million.

The scan-based trading business model represented a significant change in the Corporation’s traditional business practices relative to two of its largest customers. The new relationship redefined risks and responsibilities for both parties while at the same time strengthening the reliance upon each other for a true partnering relationship.

The core of this business model rests with the Corporation providing product to the customer on a consignment basis with the Corporation recording sales to the retailer at the time a product is electronically scanned through the retailer’s cash register. The need for enhanced controls on the part of both parties requires a high reliance on the compatibility and coordination of electronic data interchange.

The advance costs of converting to this new business model were substantial for both parties and indicate the commitment to a true partnering relationship. For the Corporation, the single largest financial impact related to the reversal of previous sales transactions required to revert legal ownership of the inventory at the customer’s retail stores back to the Corporation. Following physical inventories conducted at each store location, the Corporation issued sales credits totaling $64.9 million to these two customers and all parties simultaneously modified their electronic inventory tracking systems accordingly. The Corporation incurred additional costs, net of inventory credits, of $23.7 million primarily for the initial inventory counting procedures, systems enhancements, outside consulting, recognition of shrink obligations and other costs related to this fundamental change in the business relationship.

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The Corporation also incurred additional pretax charges of $225.8 million associated with its restructure program. The primary objectives of the restructure program were to complete the integration of recent acquisitions, rationalize the product branding strategy, significantly reduce product line sizes, consolidate manufacturing operations, and reduce costs through the elimination of non-value-added activities. The Corporation established a Project Management Office to charter, scope and track the progress of various restructuring initiatives to assure achievement of the objectives. By February 28, 2002, all projects had been completed or were substantially complete and the Corporation did not expect to incur any additional charges related to these projects going forward. The costs for these projects are summarized as follows:

• A pretax restructuring charge of $56.7 million. This pretax charge included $39.0 million for the consolidation and rationalization of certain of the Corporation’s domestic and foreign manufacturing and distribution operations. These costs relate directly to employee severance and benefit termination costs, lease termination costs, and certain other costs required to exit certain facilities. In addition, the restructuring charge includes $17.7 million related to the completion of contractual changes with an online partner of the Corporation’s Internet unit.

• A reduction in net sales of $16.2 million for the elimination of the FMN brand and other product line size reductions.

• A pretax charge of $49.1 million to reduce the value of inventory in the Corporation’s domestic and Canadian operations to net realizable value associated with the brand rationalization and product line size reduction, highlighted by the elimination of the Corporation’s FMN product brand.

• A pretax charge of $46.5 million to reduce the carrying value of the net assets of two of the Corporation’s under-performing foreign operating units in the Pacific Rim.

• A pretax charge of $57.3 million for other costs related to the restructure efforts, primarily involving field execution, program administration, moving and training costs, fixed asset eliminations, and similar costs incurred at certain of the foreign subsidiaries.

In a related phase of its restructuring efforts, the Corporation realigned its borrowing capabilities and increased its potential debt capacity to approximately $1.3 billion. The new facilities are comprised of a balanced mix of senior notes, convertible notes, term loans, secured credit facilities and revolving credit facilities, all with varying maturities and interest rates.

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On June 22, 2001, the Corporation entered into agreements to sell $175 million of 7.00% convertible subordinated notes due in 2006 and $260 million of 11.75% senior subordinated notes due in 2008 to qualified institutional investors. The convertible notes outstanding could potentially result in the issuance of 12.6 million shares of the Corporation’s Class A Common Stock. The transactions, which closed on June 29, 2001, resulted in net proceeds to the Corporation of approximately $414.3 million, after deducting underwriting discounts and transactional expenses. The Corporation used the net proceeds from these offerings to repay indebtedness and to provide funds for other general corporate purposes. On August 28, 2001, the Corporation filed Form S-3 and Form S-4 with the SEC to register these debt offerings.

On August 9, 2001, the Corporation entered into a new $350 million senior secured credit facility that was reduced to $320 million on July 22, 2002. It consists of three tranches: a $75 million, 364-day revolving credit facility, a $120 million revolving credit facility maturing January 15, 2006, and a $125 million term loan maturing June 15, 2006, of which $118 million was outstanding at February 28, 2003. On April 7, 2003, the Corporation paid the entire $118 million outstanding amount of this term loan. On July 22, 2002, the Corporation exercised its option on the 364-day revolving facility for an additional 364 days. At the request of the Corporation, the facility was reduced from $105 million to $75 million. The credit facility contains various restrictive covenants which require, among other things, that the Corporation meet specified periodic financial ratios, minimum net worth and earnings requirements. The credit facility provides for certain restrictions on the Corporation’s ability to incur additional indebtedness to acquire other businesses and entities, and to pay shareholder dividends. At February 28, 2003, the Corporation is in compliance with all its debt covenants. Based on the strong improvement in its balance sheet, the Corporation has modified its debt covenants and expects to be in compliance throughout 2004. As a final piece of the debt realignment, the Corporation also entered into a three-year, $250 million credit facility secured by certain trade accounts receivable. At the request of the Corporation, on August 6, 2002, the agreement was amended reducing the available financing from $250 million to $200 million.

Restructuring Activities — 2002

During 2002, the Corporation recorded a $56.7 million restructure charge as discussed above. This restructure charge included $29.0 million for employee termination benefits, $2.1 million for facility rationalization costs, $1.5 million for lease exit costs, $17.7 million for a change in the contractual relationship with a partner of the Corporation’s Internet unit and $6.4 million of other costs. In total, approximately 1,600 positions were eliminated, comprised of approximately 1,200 hourly and 400 salaried positions. All activities were substantially completed by February 28, 2002.

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The following table summarizes the provisions and remaining reserve associated with the restructure charge at February 28, 2003:

(Thousands of dollars)

				Facility			Lease			Change in
	Termination			Rationalization			Exit			Contractual			Other
	Benefits			Costs			Costs			Relationship			Costs			Total
Provision in 2002	$	29,053		$	2,054		$	1,500		$	17,727		$	6,381		$	56,715
Non-cash charge		—			—			—			(17,727	)		—			(17,727	)
Cash expenditures		(11,076	)		(1,829	)		—			—			(6,300	)		(19,205	)
Balance February 28, 2002	$	17,977		$	225		$	1,500		$	—		$	81		$	19,783
Cash expenditures		(13,936	)		(185	)		(1,401	)		—			(81	)		(15,603	)
Balance February 28, 2003	$	4,041		$	40		$	99		$	—		$	—		$	4,180

Included in accrued liabilities at February 28, 2003 is $4.2 million representing the portion of severance and other exit costs not yet expended. The payment of certain termination benefits will not be completed until 2006.

Net Income (Loss) and Earnings (Loss) Per Share

The net income of $121.1 million or $1.63 per share in 2003 compared to a net loss of $122.3 million or $1.92 per share in 2002. However, the net loss in 2002 was significantly impacted by the restructuring and other charges discussed above; the total impact of these charges was to reduce pretax earnings by $314.4 million. The net loss of $113.8 million or $1.79 per share for 2001 included non-cash charges of $143.6 million for disputed deductions with the IRS relating to the Corporation’s COLI programs and $32.5 million for the write-down of the Corporation’s 19.6% investment in shares of Egreetings. Also included was a charge of $21.1 million for the cumulative effect of accounting changes related to the recording of certain seasonal shipments required by the issuance of SAB 101.

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Segment Information

The Corporation is organized and managed according to a number of factors, including product categories, geographic locations and channels of distribution.

The Social Expression Products segment primarily designs, manufactures and sells greeting cards and other products through various channels of distribution with mass retailers as the primary channel and is managed by geographic location. As a result of the Corporation’s restructure efforts in 2002, the Plus Mark, Inc. subsidiary has been reclassified to the Social Expression Products segment. This reflects the integration of the production of the domestic gift wrap and boxed card product into that subsidiary and its integration with the Social Expression Products’ operations. This subsidiary now has a substantial mix of both everyday and seasonal products and as a result has similar economic characteristics with the Social Expression Products segment. This subsidiary previously was included in non-reportable segments, and the prior year amounts have been reclassified to conform to the current year presentation. As permitted under SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” certain operating divisions have been aggregated into the Social Expression Products segment. These operating divisions have similar economic characteristics, products, production processes, types of customers and distribution methods.

The Corporation owns and operates approximately 600 card and gift retail stores in the United States and Canada through its Retail Operations segment. The stores are primarily located in malls and strip shopping centers. The stores sell products purchased from the Social Expression Products segment and products purchased from other vendors. Upon the adoption of EITF 01-09, as discussed above, the Retail Operations segment now meets the revenue threshold for separate disclosure required under SFAS No. 131. This segment was previously included in the non-reportable segments, and the prior year amounts have been reclassified to conform to the current year presentation.

AmericanGreetings.com, Inc. is an Internet-based provider of greetings and other social communication content to consumers and Internet-based businesses.

Social Expression Products Segment

In 2002, the effect of the conversion to scan-based trading for two major United States customers was to reverse sales and the related cost of sales of product that had previously been shipped to those customers. In addition, the elimination of the Corporation’s FMN brand and the associated product line size reduction resulted in credits being granted to customers for already-sold product that was eliminated from the ongoing product offerings. The Corporation also undertook a number of other restructuring and reorganization initiatives during the year. For management evaluation of its operating segments, the effects of these initiatives were excluded from the internal reporting and evaluation of the performance of the operating segments. These items are reported consistently in Note 3 to the Consolidated Financial Statements.

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The net sales of the Social Expression Products segment decreased $21.1 million or 1.3% from 2002 to 2003. The decrease reflected the continued weak market demand in Australia, poor sell through on calendar products in the United States and a reduction in seasonal card shipments in an effort to further reduce return rates in all of the greeting card markets. In the United States, the impact of net store losses at several retailers was primarily offset by increased acceptance of the Corporation’s entry price products.

Overall, unit sales of everyday greeting cards increased approximately 5.6% from 2002 to 2003, with higher unit volume in the United States and the United Kingdom more than offsetting decreases in the other international operations, including Australia. In the United States, approximately 4.0 percentage points of the increase is the result of prior year initiatives to convert to scan based trading and eliminations of the FMN product line. Everyday card prices decreased approximately 2.1% in 2003 from 2002, particularly in the United States. Unit sales of seasonal greeting cards decreased approximately 2.5% from 2002 to 2003 while seasonal card prices declined approximately 2.8% in 2003 from 2002.

The net sales of the segment decreased 5.2% from 2001 to 2002, as unit sales of everyday greeting cards decreased significantly in the United States and Australia, and to a lesser extent in Canada. However, net sales of seasonal cards in this segment were up approximately 4% in 2002 from 2001.

Segment earnings increased $53.9 million or 21.3% from 2002 to 2003. Improved earnings in the United States and the United Kingdom more than offset declines in Australia from 2002 to 2003. The increase in earnings reflects operating expense reductions in several areas as a result of the restructuring activities in 2002, particularly order filling, field sales, merchandiser and administration expenses.

Segment earnings decreased 7.2% in 2002 from 2001, which was due to the lower sales of higher-margin everyday greeting cards in the United States. Earnings were improved, however, in other countries where the Social Expression Products segment has operations, including Canada, the United Kingdom, Mexico and South Africa. The improvement in these countries was attributable to benefits relating to the various restructure and other cost-saving initiatives undertaken in 2000.

Retail Operations

Net sales in the Retail Operations segment decreased $3.4 million or 1.3% in 2003 from 2002, after decreasing $3.1 million or 1.1% in 2002 from 2001. Comparable same-store sales, however, were slightly up in 2003 from 2002. In 2003, the Corporation closed 28 stores and opened 11 new stores and ended the year with 603 operating outlets.

Segment profits, however, increased $0.2 million or 1.1% in 2003 from 2002, reflecting expense reductions that more than offset the lower sales level and continued emphasis on improving the overall portfolio of stores by closing poor performing locations. Segment profits decreased $3.9 million in 2002 from 2001, as the savings in expenses did not offset the decline in sales.

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AmericanGreetings.com, Inc. Segment

In March 2001, AmericanGreetings.com, Inc. acquired Egreetings Network, Inc., a company that operated an online card and entertainment Internet site. In September 2001, AmericanGreetings. com, Inc. acquired the BlueMountain.com division of At Home Corporation. The BlueMountain.com division also operated an online card and entertainment Internet site.

Net sales of AmericanGreetings.com, Inc. decreased $5.1 million or 12.9% in 2003 from 2002, reflecting a $16.1 million decrease in advertising revenue that was only partially offset by an increase in the subscription-fee based business that began in December 2001. By the end of 2003, the Corporation had approximately 2 million paid subscribers. Net sales increased 63.0% in 2002 compared to 2001, as a strong advertising market drove this revenue from $17.4 million in 2001 to $30.5 million in 2002.

AmericanGreetings.com, Inc. continued to make progress in 2003 in terms of profitability. Earnings increased to a profit of $0.5 million from the 2002 loss of $2.1 million. The segment loss of $2.1 million in 2002 excludes a $17.7 million charge related to the completion of contractual changes with an online strategic partner. The reduction in the segment loss from $36.1 million in 2001 was due to the higher revenues as well as lower expenses due to the contractual changes noted above.

Unallocated Items

Centrally incurred and managed costs and charges for the previously identified business initiatives are not allocated back to the operating segments. The unallocated items include interest expense of $79.1 million in 2003 on centrally-incurred debt and domestic profit-sharing expense of $13.6 million. In addition, the costs associated with corporate operations including the senior management staff, corporate finance, legal, human resource functions, insurance programs and certain other programs, among other costs, are included in the unallocated items totaling $53.5 million.

Liquidity and Capital Resources

Cash flow from operations provided $77.0 million in 2003 compared to $36.4 million in 2002 and $109.8 million in 2001. The overall increase from 2002 to 2003 reflects the improvement in net income, a significant shift in deferred costs-net amounts between 2002 and 2003 as amortization exceeded payments, and continued improvements in working capital, partially offset by a payoff of the Corporation’s COLI tax settlement and the discretionary funding of the Gibson Retirement Income Plan, a defined benefit plan.

Accounts receivable, net of the effect of acquisitions and divestitures, used $15.6 million in cash in 2003, compared to generations of $94.9 million in 2002 and $29.2 million in 2001. The decrease of $94.9 million in 2002 reflected strong cash collections during the year, aided in part by the conversion to scan-based trading for two major customers. Upon conversion to scan-based trading, customer payment terms improved and leveled seasonal peaks in their accounts receivable.

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Inventories, net of the effects of acquisitions and divestitures, decreased $18.3 million in 2003, compared with a decrease of $63.9 million in 2002 and an increase of $46.6 million in 2001. The decrease in 2003 reflects the favorable impacts of plant consolidations and SKU reductions undertaken in the prior year, as well as reduced seasonal card production as gross outbound shipments were reduced in an effort to control return rates. The decrease in 2002 included inventory write-downs of $49.1 million, net of LIFO valuation benefits, recorded during the year, combined with the eliminations of the FMN product line, but partially offset by a $17 million increase related to the Corporation’s conversion to scan-based trading.

Deferred costs — net represents payments under agreements with retailers net of the related amortization of those payments. During 2003, amortization exceeded payments by $39.7 million; in 2002, payments exceeded amortization by $124.8 million. The 2002 amount reflected the Corporation’s significant expansion of its agreements with three major customers while the 2003 amount reflects a lower level of additions for new or amended contracts. In 2001, amortization exceeded cash payments by $4.1 million. Payments are made under new, existing, amended and extended agreements, and a portion of the year-to-year fluctuation in these amounts is due to the timing of various payment and effective dates of the agreements. However, these deferred costs are amortized against operations over the estimated periods of the agreements, so that the effect on earnings approximates the associated revenue streams. Total commitments under the agreements are capitalized as deferred costs when the agreements are consummated, and any future payment commitments are recorded as liabilities at that time. See Note 9 to the Consolidated Financial Statements for further discussion of deferred costs related to customer agreements. See “Critical Accounting Policies” below for further discussion related to the accounting treatment of customer agreements.

Accounts payable and other liabilities decreased $106.1 million in 2003 compared to a decrease of $37.2 million in 2002 and an increase of $87.3 million in 2001. The decrease in 2003 was due primarily to payments to settle the disputed income tax liability associated with the Corporation’s COLI program. The decrease in 2002 was due to decreases in income taxes payable and dividends payable, offset partially by the liabilities established in connection with the 2002 restructure charge, primarily for employee severance payment obligations. The decrease in income taxes payable reflected the tax benefits of the loss incurred by the Corporation in 2002, and the decrease in dividends payable reflected the elimination of quarterly shareholder dividend payments. The increase in 2001 was due to the increase in income taxes payable that year for the recording of $143.6 million for the COLI tax exposure, partially offset by cash payments associated with the 2000 restructuring activities and with the integration costs of acquisitions.

The net amount of $22.5 million used for business acquisitions and divestitures in 2002 represents the cash price paid of $35.0 million for the BlueMountain.com acquisition, less $12.5 million received in the sale of a domestic business unit, M&D Balloons. The 2001 amount of $180.0 million includes primarily the net cash payments of $139 million made that year for the completion of the acquisition of Gibson and $31 million paid for the acquisition of CPS.

30

Capital expenditures were $31.3 million in 2003, up slightly from $29.0 million in 2002, as the Corporation continued to limit capital expenditures to only projects with high internal rates of returns or critical operating necessities. In 2001, capital expenditures were $74.4 million. The 2001 amount included $14 million of investments in facilities and manufacturing equipment in the United Kingdom in order to increase operating efficiency and enable facility rationalization. In addition, capital expenditures in 2001 included $7.3 million for the expansion of the acquired Contempo party goods manufacturing facility and $4.5 million related to the Gibson acquisition.

Investing activities other than acquisitions, divestitures and capital expenditures provided $44.6 million in 2003, compared to using $20.0 million in 2002 and providing $59.2 million in 2001. The COLI program provided $10.0 million during 2003 as the Corporation took further steps to wind down the program, and the sale of a marketable security investment held by the Corporation’s United Kingdom subsidiary provided $17.0 million. The $20.0 million cash use in 2002 reflected additional cash required for the Corporation’s COLI program that year. The cash provided in 2001 included $20.3 million of cash proceeds from the sale of a building and the settlement of a $15 million supply agreement loan.

Net cash provided from financing activities was $13.3 million in 2003. This increase was primarily due to $21.5 million provided by the exercise of stock options under employee benefit plans. The net increase of $116.7 million in short-term debt and the reduction of $124.8 million in long-term debt reflects the reclassification of the term loan agreements from long-term to short-term, as the Corporation will retire those outstanding loans in 2004.

In 2002, cash provided by financing activities was $86.1 million. The net increase in long-term debt of $473.3 million and the reduction of short-term debt reflected the Corporation’s realignment of its borrowing facilities, including $260 million of 11.75% senior subordinated notes, $175 million of 7.00% convertible subordinated notes, and the borrowings made under the $320 million senior secured credit facility. These notes and the credit facility are discussed in more detail above and in Note 10 to the Consolidated Financial Statements. In 2002, the Corporation had negligible transactions affecting its outstanding shares, as there was limited stock option activity due to the lower market price of the Corporation’s publicly-traded Class A shares, and the Corporation did not make any significant purchases of treasury shares.

In 2001, cash provided from financing activities was $78.8 million, primarily as a result of an increase in short-term borrowings to fund the Gibson and CPS acquisitions. During 2001, the Corporation purchased 1.0 million Class A shares at an average price of $20.56 per share or $21 million. Additionally in 2001, the Corporation purchased 1.2 million Class A shares in connection with the CPS acquisition at an average price of $20.36 per share or $24.4 million. In total in 2001, 2.2 million Class A shares were purchased at an average price of $20.46 or approximately $45 million.

A total of $26.6 million was paid as dividends to shareholders during 2002. This reduction from $52.7 million in 2001 was due to the suspension of quarterly dividend payments after the $0.10 per share dividend declared in September 2001 and paid in December 2001.

The Corporation’s operating cash flow and existing credit facilities are expected to meet currently anticipated funding requirements. The seasonal nature of the business results in peak working capital requirements which are financed through short-term borrowings.

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Market Risk

During 2002, the Corporation entered into an exclusive supply agreement with a major customer. The agreement provided for certain advances and allowances to be earned over the length of the commitment. Subsequent to entering into the agreement, the customer filed for Chapter 11 protection. The customer has assumed the supply agreement with the Corporation in its plan of reorganization, which was approved on April 22, 2003. The Corporation expects that the customer will satisfy its purchase commitments under the terms of the agreement.

The Corporation maintains adequate reserves for deferred contract costs related to supply agreements and does not expect that the non-completion of any particular contract would result in a material loss.

The Corporation’s market risk is further impacted by changes in interest rates and foreign currency exchange rates. The Corporation manages interest rate exposure through a mix of fixed and floating rate debt. A significant portion of the Corporation’s debt has fixed rates, limiting its exposure to fluctuations in interest rates. To date, risks associated with interest rate movements have not been significant and are not expected to be so in the near term.

Approximately 18% of the Corporation’s 2003 net sales were generated from operations outside the United States. Operations in Australasia, Canada, Mexico, South Africa and the United Kingdom are denominated in currencies other than United States dollars. Each of these operations conducts substantially all of its business in its local currency and is not subject to material operational risks associated with fluctuations in exchange rates. The Corporation’s net income was not materially impacted by the translation of the foreign operations’ functional currencies into United States dollars. Exposure to exchange rate fluctuations historically has not been significant; however, no assurance can be given that future results will not be adversely affected by significant changes in foreign currency exchange rates.

Contractual Obligations

The following chart reflects the Corporation’s contractual obligations as of February 28, 2003:

(Thousands of Dollars)

					Payment
					Commitments
	Short and				Under		Payment
	Long-				Agreements		Commitments
	Term				with		Under Royalty		Severance &
	Debt		Leases		Customers		Agreements		Retention		Total
2004	$	133,180	$	51,426	$	92,005	$	10,278	$	9,893	$	296,782
2005		80		39,338		27,180		13,941		2,134		82,673
2006		—		32,688		4,799		12,520		874		50,881
2007		175,000		28,129		2,301		313		—		205,743
2008		—		24,068		400		100		—		24,568
Thereafter		551,451		54,458		—		—		—		605,909
	$	859,711	$	230,107	$	126,685	$	37,152	$	12,901	$	1,266,556

Excluded from the foregoing table are open purchase orders at February 28, 2003 for raw materials and supplies used in the normal course of business.

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Critical Accounting Policies

The consolidated financial statements of the Corporation are prepared in accordance with accounting principles generally accepted in the United States, which requires the Corporation to make estimates and assumptions (see Note 1 to the Consolidated Financial Statements).

The Corporation exercises considerable judgment in establishing estimates for certain critical accounting policies which could have a material impact in the preparation of its consolidated financial statements:

Allowance for Doubtful Accounts

The Corporation evaluates the collectibility of its accounts receivable based on a combination of factors. In circumstances where the Corporation is aware of a customer’s inability to meet its financial obligations (e.g., bankruptcy filings), a specific reserve for bad debts against amounts due is recorded to reduce the receivable to the amount the Corporation reasonably expects will be collected. In addition, the Corporation recognizes reserves for bad debts based on estimates developed by using standard quantitative measures incorporating historical write-offs and current economic conditions. The establishment of reserves requires the use of judgment and assumptions regarding the potential for losses on receivable balances. Although the Corporation considers these balances adequate and proper, changes in economic conditions in the retail markets in which the Corporation operates could have a material effect on the required reserve balances.

Goodwill

Goodwill represents the excess of purchase price over the estimated fair value of net assets acquired in business combinations accounted for by the purchase method. On March 1, 2002, the Corporation adopted SFAS No. 142, “Goodwill and Other Intangible Assets”. This Statement, which superceded APB Opinion No. 17, “Intangible Assets”, eliminates the requirement to amortize goodwill and indefinite-lived intangible assets, addresses the amortization of intangible assets with a defined life and addresses the impairment testing and recognition for goodwill and intangible assets. SFAS No. 142 applies to goodwill and intangible assets arising from transactions completed before and after the Statement’s effective date. Upon adoption, the Corporation discontinued amortization of its goodwill in accordance with this Statement but performs an annual test for goodwill impairment. To test goodwill for impairment, the Corporation is required to estimate the fair market value of the reporting units. This fair market value model incorporates the Corporation’s estimates of future cash flows, estimated allocations of certain assets and cash flows among reporting units, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount those estimated cash flows. Changes to management’s judgments and estimates could result in a significantly different estimate of the fair market value of the reporting units, which could result in an impairment of goodwill. The Corporation will complete its annual test for impairment at the beginning of its fourth quarter.

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Deferred Costs

In the normal course of its business, the Corporation enters into agreements with certain customers for the supply of greeting cards and related products. The Corporation views the use of such agreements as advantageous in developing and maintaining business with its retail customers. Under these agreements, the customer typically receives from the Corporation a combination of cash payments, credits, discounts, allowances and other incentive considerations to be earned by the customer as product is purchased from the Corporation over the stated time period of the agreement to meet a minimum purchase volume commitment. The agreements are negotiated individually to meet competitive situations and therefore, while some aspects of the agreements may be similar, important contractual terms vary. The agreements may or may not specify the Corporation as the sole supplier of social expression products to the customer.

Although risk is inherent in the granting of advances, the Corporation subjects such customers to its normal credit review. In circumstances where the Corporation is aware of a particular customer’s inability to meet its performance obligation, the Corporation records a specific reserve to reduce the deferred cost asset to the Corporation’s estimate of the value of future cash flows based upon expected performance. Losses attributed to these specific events have historically not been material. The balances and movement of the valuation reserve accounts are disclosed on an annual basis on Schedule II of the Annual Report on Form 10-K filed by the Corporation.

For contractual arrangements that are based upon a minimum purchase volume commitment, the Corporation periodically reviews the progress toward the volume commitment and estimates future sales expectations on an individual customer agreement basis. Factors that can affect the Corporation’s estimate include store door openings and closings, retail industry consolidation, amendments to the agreements, consumer shopping trends, addition or deletion of participating products, and product productivity. Based upon its review, the Corporation may modify the remaining amortization periods of individual agreements to reflect the changes in the estimates for the attainment of the minimum volume commitment in order to align amortization expense with the periods benefited. The Corporation does not make retroactive expense adjustments to prior fiscal years. The aggregate average remaining life of the Corporation’s contract base is 6.5 years.

The accuracy of the Corporation’s assessments of the performance-related value of a deferred cost asset related to a particular agreement and of the estimated time period of the completion of a volume commitment is based on management’s ability to accurately predict certain key variables such as product demand at retail, product pricing, customer viability and other economic factors. Predicting these key variables involves uncertainty about future events; however, the assumptions used are consistent with the Corporation’s internal planning. If the deferred cost assets are assessed to be recoverable, they are amortized over the periods benefited. If the carrying value of these assets is considered to be not recoverable through performance, such assets are written down as appropriate.

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Sales Returns

The Corporation provides for estimated returns of seasonal cards in the same period as the related revenues are recorded. These estimates are based on historical sales returns, the amount of current year seasonal sales and other known factors. Estimated return rates utilized for establishing estimated returns reserves have approximated actual returns experience. However, actual returns may differ significantly, either favorably or unfavorably, from the estimates if factors such as the historical data the Corporation uses to calculate these estimates does not properly reflect future returns or as a result of changes in economic conditions of the customer and/or its market. The Corporation regularly monitors its actual performance to estimated rates and the losses attributable to any changes have historically not been material.

New Accounting Pronouncements

In October 2001, SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, was issued. This Statement, which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”, provides a single accounting model for the disposal of long-lived assets. Although retaining many of the fundamental recognition and measurement provisions of SFAS No. 121, the Statement significantly changes the criteria that would have to be met to classify an asset as held-for-sale. Assets held-for-sale are stated at the lower of their fair values or carrying amounts and depreciation is no longer recognized. The Corporation adopted this statement effective March 1, 2002.

In April 2002, SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections”, was issued. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 requires that debt extinguishment must meet the criteria under APB Opinion No. 30 to be classified as an extraordinary item. This Statement also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The Corporation does not believe that adoption of this Statement will have a material impact on the financial statements of the Corporation.

In June 2002, SFAS No. 146, “Accounting for Exit or Disposal Activities”, was issued. SFAS No. 146 is effective for disposal activities initiated after December 31, 2002. SFAS No. 146 requires that liabilities for one-time termination benefits that will be incurred over future service periods should be measured at the fair value as of the termination date and recognized over any future service period. These liabilities should be adjusted for subsequent changes resulting from revisions to either the timing or amount of estimated cash flows, discounted at the original credit-adjusted risk-free rate. Interest on the liability would be accreted and charged to expense as an operating item. In the normal course of business, in the fourth quarter of 2003, the Corporation undertook numerous individual and independent cost reduction programs that included charges for employee severance costs. While none of the independent programs were material individually, aggregate severance costs of $8.9 million for approximately 500 positions were recorded at the end of 2003. All affected employees were notified of termination prior to February 28, 2003 and were terminated in early 2004. All severance is expected to be paid by the end of 2004.

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In November 2002, FASB Interpretation (FIN) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, was issued. FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN No. 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002 irrespective of the guarantor’s fiscal year-end. The disclosure requirements in FIN No. 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. No additional disclosures are required by the Corporation related to this Interpretation.

Factors That May Affect Future Results

The Corporation believes that the restructuring and reorganization activities it completed in 2002 will strengthen its position in the social expression industry. However, other potential challenges in the economic environment in which it operates may have negative impacts on the Corporation and its operating results in the future. These challenges include a potential decrease or deterioration of the sales levels of greeting cards, both in price and volume, purchased by the ultimate consumer at the Corporations’ customers’ retail locations, which may be affected in the future.

The Corporation has maintained a strong customer base in a wide variety of channels of distribution through its investment in deferred costs related to its agreements with certain retailers and other competitive arrangements. The agreements have lessened the impact to the Corporation from loss of business due to the retailer consolidations in recent years. These agreements have been a strategic element of the Corporation’s growth and the financial condition of the retail customers is continually monitored and evaluated to reduce risk.

The statements contained in this document that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements. These forward-looking statements involve risks and uncertainties, including but not limited to retail bankruptcies and consolidations, successful integration of acquisitions, a weak retail environment, consumer acceptance of products as priced and marketed, the impact of technology on core product sales and competitive terms of sale offered to customers. Risks pertaining specifically to the Corporation’s electronic marketing business include the viability of Internet advertising as a generator of revenue and the public’s continued acceptance of paid Internet greetings and other social expression products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Derivative Financial Instruments — The Corporation does not hold or issue derivative financial instruments for trading purposes.

Interest Rate Exposure — The majority of the Corporation’s debt is carried at fixed interest rates. Therefore, the Corporation’s overall interest rate exposure risk is minimal. Based on the Corporation’s interest rate exposure on its non-fixed rate debt as of and during the year ended February 28, 2003, a hypothetical 10% movement in interest rates would not have had a material impact on interest expense.

Foreign Currency Exposure — The Corporation’s international operations expose it to translation risk when the local currency financial statements are translated into U.S. dollars. As currency exchange rates fluctuate, translation of the statements of operations of international subsidiaries to U.S. dollars could affect comparability of results between years. The impact of foreign currency exchange rates changes from 2002 to 2003 was to increase the net income of the Corporation by approximately $1.6 million in 2003. The net income of the Corporation was not materially affected by exchange rate fluctuations for the years ended February 28, 2002, or 2001.

At February 28, 2003, a hypothetical 10% movement in the weighted-average foreign exchange rates for the entire 2003 fiscal year would have had an approximate $4.4 million effect on income.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for a discussion of the Corporation’s exposure to market risk.

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Item 8. Financial Statements and Supplementary Data

CONSOLIDATED STATEMENT OF OPERATIONS
Years ended February 28, 2003, 2002 and 2001

Thousands of dollars except share and per share amounts

			2003			2002			2001
Net sales			$	1,995,860		$	1,927,346		$	2,109,852
Costs and expenses:
		Material, labor and other production costs		881,771			937,001			933,937
		Selling, distribution and marketing		620,885			685,942			724,915
		Administrative and general		240,129			313,655			280,202
		Restructure charges		—			56,715			—
		Interest expense		79,095			78,599			55,387
		Other (income) expense — net		(26,858	)		51,758			16,778
				1,795,022			2,123,670			2,011,219
Income (loss) before income tax expense (benefit) and cumulative effect of accounting change				200,838			(196,324	)		98,633
Income tax expense (benefit)				79,732			(74,014	)		191,306
Income (loss) before cumulative effect of accounting change				121,106			(122,310	)		(92,673	)
Cumulative effect of accounting change, net of tax				—			—			(21,141	)
Net income (loss)			$	121,106		$	(122,310	)	$	(113,814	)
Earnings (loss) per share:
	Before cumulative effect of accounting change		$	1.85		$	(1.92	)	$	(1.46	)
	Cumulative effect of accounting change, net of tax			—			—			(0.33	)
Earnings (loss) per share			$	1.85		$	(1.92	)	$	(1.79	)
Earnings (loss) per share — assuming dilution			$	1.63		$	(1.92	)	$	(1.79	)
Average number of shares outstanding				65,636,621			63,615,193			63,646,405
Average number of shares outstanding — assuming dilution				78,980,830			63,615,193			63,646,405

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

February 28, 2003 and 2002
Thousands of dollars except share and per share amounts

ASSETS			2003		2002
CURRENT ASSETS
	Cash and cash equivalents		$	208,463	$	100,979
	Trade accounts receivable, less allowances for sales returns of $86,318 ($102,265 in 2002) and for doubtful accounts of $35,595 ($34,856 in 2002)			309,967		288,986
	Inventories			278,807		290,804
	Deferred and refundable income taxes			202,485		200,206
	Prepaid expenses and other			234,766		185,207
		Total current assets		1,234,488		1,066,182
GOODWILL — NET				209,664		199,195
OTHER ASSETS				748,540		933,133
PROPERTY, PLANT AND EQUIPMENT — NET				391,428		416,485
			$	2,584,120	$	2,614,995

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LIABILITIES AND SHAREHOLDERS' EQUITY				2003			2002
CURRENT LIABILITIES
	Debt due within one year			$	133,180		$	11,720
	Accounts payable				180,498			130,601
	Accrued liabilities				132,747			188,356
	Accrued compensation and benefits				82,782			109,004
	Income taxes				57,813			150,588
	Other current liabilities				112,377			125,771
			Total current liabilities		699,397			716,040
LONG-TERM DEBT					726,531			853,113
OTHER LIABILITIES					66,379			115,795
DEFERRED INCOME TAXES					14,349			27,628
SHAREHOLDERS’ EQUITY
	Common shares — par value $1 per share:
		Class A — 73,886,138 shares issued less 12,586,963 Treasury shares in 2003 and 71,750,368 shares issued less 12,597,692 Treasury shares in 2002			61,299			59,153
		Class B — 6,064,472 shares issued less 1,464,470 Treasury shares in 2003 and 6,066,092 shares issued less 1,457,615 Treasury shares in 2002			4,600			4,608
Capital in excess of par value					310,872			286,158
Treasury stock					(438,704	)		(438,824	)
Accumulated other comprehensive loss					(42,494	)		(69,614	)
Retained earnings					1,181,891			1,060,938
		Total shareholders’ equity			1,077,464			902,419
				$	2,584,120		$	2,614,995

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

Years ended February 28, 2003, 2002 and 2001

Thousands of dollars

				2003			2002			2001
OPERATING ACTIVITIES:
	Net income(loss)			$	121,106		$	(122,310	)	$	(113,814	)
	Adjustments to reconcile to net cash provided by operating activities:
		Cumulative effect of accounting change, net of tax			—			—			21,141
		Write-down of equity investment			—			—			32,554
		Impairment charge			—			37,000			—
		Restructure charges			(15,603	)		37,510			—
		(Gain) on sale of marketable security			(12,027	)		—			—
		Depreciation and amortization			64,810			84,308			98,057
		Deferred income taxes			(24,519	)		13,416			72,449
		Changes in operating assets and liabilities, net of effects from acquisitions:
			(Increase) decrease in trade accounts receivable		(15,636	)		94,906			29,201
			Decrease (increase) in inventories		18,260			63,942			(46,587	)
			Decrease (increase) in other current assets		5,933			(9,310	)		(78,514	)
			Decrease (increase) in deferred costs — net		39,741			(124,798	)		4,110
			(Decrease) increase in accounts payable and other liabilities		(106,133	)		(37,176	)		87,256
		Other — net			1,106			(1,137	)		3,947
			Cash Provided by Operating Activities		77,038			36,351			109,800
INVESTING ACTIVITIES:
	Business acquisitions				—			(22,500	)		(179,993	)
	Property, plant and equipment additions				(31,299	)		(28,969	)		(74,382	)
	Proceeds from sale of fixed assets				1,613			4,020			22,294
	Investment in corporate-owned life insurance				10,017			(8,927	)		181
	Other				32,940			(15,077	)		36,751
			Cash Provided (Used) by Investing Activities		13,271			(71,453	)		(195,149	)
FINANCING ACTIVITIES:
	Increase in long-term debt				—			554,398			—
	Decrease in long-term debt				(124,833	)		(81,122	)		(80,431	)
	Increase (decrease) in short-term debt				116,747			(363,437	)		257,541
	Sale of stock under benefit plans				21,487			2,929			—
	Purchase of treasury shares				(83	)		(121	)		(45,530	)
	Dividends to shareholders				—			(26,566	)		(52,743	)
			Cash Provided by Financing Activities		13,318			86,081			78,837
EFFECT OF EXCHANGE RATE CHANGES ON CASH					3,857			(1,691	)		(2,807	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					107,484			49,288			(9,319	)
	Cash and Cash Equivalents at Beginning of Year				100,979			51,691			61,010
	Cash and Cash Equivalents at End of Year			$	208,463		$	100,979		$	51,691

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Years ended February 28, 2003, 2002 and 2001
Thousands of dollars except per share amounts

			Common Shares						Capital in
									Excess of			Treasury			Shares Held
			Class A			Class B			Par Value			Stock			In Trust
BALANCE FEBRUARY 29, 2000			$	59,873		$	4,647		$	304,946		$	(445,758	)	$	(20,480	)
	Net loss
	Other comprehensive loss:
		Foreign currency translation adjustment
		Unrealized loss on available-for-sale securities (net of tax of $129)
	Comprehensive loss
	Cash dividends — $0.62 per share
	Exchange of shares			1			(1	)
	Sale of shares under benefit plans, including tax benefits			3						24
	Purchase of treasury shares			(2,220	)		(24	)					(43,287	)
	Shares issued in acquisition			1,200						(18,916	)		41,716
	Sale of treasury shares			3			7						202
BALANCE FEBRUARY 28, 2001				58,860			4,629			286,054			(447,127	)		(20,480	)
	Net loss
	Other comprehensive (loss) income:
		Foreign currency translation adjustment
		Unrealized gain on available-for-sale securities (net of tax of $940)
	Comprehensive loss
	Cash dividends — $0.20 per share
	Exchange of shares			42			(27	)					(15	)
	Sale of shares under benefit plans, including tax benefits			11						104
	Purchase of treasury shares						(8	)					(113	)
	Sale of treasury shares						6						13
	Stock grants			240			8						8,418
BALANCE FEBRUARY 28, 2002				59,153			4,608			286,158			(438,824	)		(20,480	)
	Net income
	Other comprehensive income:
		Foreign currency translation adjustment
		Reclassification of realized gain on available- for-sale securities (net of tax of $3,040)
	Comprehensive income
	Exchange of shares			11			(11	)
	Sale of shares under benefit plans, including tax benefits			2,133						24,714			40
	Purchase of treasury shares						(5	)					(78	)
	Sale of treasury shares												6
	Stock grants and other			2			8						152
BALANCE FEBRUARY 28, 2003			$	61,299		$	4,600		$	310,872		$	(438,704	)	$	(20,480	)

[Additional columns below]

[Continued from above table, first column(s) repeated]

					Accumulated
			Deferred		Other
			Compensation		Comprehensive			Retained
			Plans		(Loss) Income			Earnings			Total
BALANCE FEBRUARY 29, 2000			$	20,480	$	(27,572	)	$	1,356,275		$	1,252,411
	Net loss								(113,814	)		(113,814	)
	Other comprehensive loss:
		Foreign currency translation adjustment				(30,350	)					(30,350	)
		Unrealized loss on available-for-sale securities (net of tax of $129)				(257	)					(257	)
	Comprehensive loss											(144,421	)
	Cash dividends — $0.62 per share								(39,407	)		(39,407	)
	Exchange of shares
	Sale of shares under benefit plans, including tax benefits											27
	Purchase of treasury shares											(45,531	)
	Shares issued in acquisition											24,000
	Sale of treasury shares								(101	)		111
BALANCE FEBRUARY 28, 2001				20,480		(58,179	)		1,202,953			1,047,190
	Net loss								(122,310	)		(122,310	)
	Other comprehensive (loss) income:
		Foreign currency translation adjustment				(13,315	)					(13,315	)
		Unrealized gain on available-for-sale securities (net of tax of $940)				1,880						1,880
	Comprehensive loss											(133,745	)
	Cash dividends — $0.20 per share								(13,834	)		(13,834	)
	Exchange of shares
	Sale of shares under benefit plans, including tax benefits											115
	Purchase of treasury shares											(121	)
	Sale of treasury shares								(109	)		(90	)
	Stock grants								(5,762	)		2,904
BALANCE FEBRUARY 28, 2002				20,480		(69,614	)		1,060,938			902,419
	Net income								121,106			121,106
	Other comprehensive income:
		Foreign currency translation adjustment				33,171						33,171
		Reclassification of realized gain on available- for-sale securities (net of tax of $3,040)				(6,051	)					(6,051	)
	Comprehensive income											148,226
	Exchange of shares
	Sale of shares under benefit plans, including tax benefits								(95	)		26,792
	Purchase of treasury shares											(83	)
	Sale of treasury shares								(4	)		2
	Stock grants and other								(54	)		108
BALANCE FEBRUARY 28, 2003			$	20,480	$	(42,494	)	$	1,181,891		$	1,077,464

See notes to consolidated financial statements.

42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended February 28, 2003, 2002 and 2001
Thousands of dollars except per share amounts

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES

Consolidation: The consolidated financial statements include the accounts of American Greetings Corporation (the Corporation) and its subsidiaries. All significant intercompany accounts and transactions are eliminated. The Corporation’s fiscal year ends on February 28 or 29. References to a particular year refer to the fiscal year ending in February of that year. For example, 2003 refers to the year ended February 28, 2003. The Corporation’s subsidiary, AmericanGreetings.com, Inc., is consolidated on a two-month lag corresponding with its fiscal year-end of December 31.

Reclassifications: Certain amounts in the prior year financial statements have been reclassified to conform with the 2003 presentation. The Corporation adopted the Financial Accounting Standards Board’s Emerging Issues Task Force Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a Customer/Reseller” (“EITF 01-09”), effective March 1, 2002. As a result, certain amounts in the prior year financial statements have been reclassified. See below for further discussion.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash Equivalents: The Corporation considers all highly liquid instruments purchased with a maturity of less than three months to be cash equivalents.

Financial Instruments: The carrying value of the Corporation’s financial instruments approximate their fair market values, other than the fair value of the Corporation’s publicly-traded debt. See Note 10.

Concentration of Credit Risks: The Corporation sells primarily to customers in the retail trade, including those in the mass merchandiser, drug store, supermarket and other channels of distribution. These customers are located throughout the United States, Canada, the United Kingdom, Australia, New Zealand, Mexico, South Africa, Malaysia, Hong Kong and Singapore. Net sales to the Corporation’s five largest customers accounted for approximately 30%, 37% and 29% of net sales in 2003, 2002 and 2001, respectively. Net sales to Wal-Mart Stores, Inc. accounted for 11%, 12% and 10% of net sales in 2003, 2002 and 2001, respectively.

The Corporation conducts business based on periodic evaluations of its customers’ financial condition and generally does not require collateral. While the competitiveness of the retail industry presents an inherent uncertainty, the Corporation does not believe a significant risk of loss from a concentration of credit exists.

During 2002, the Corporation entered into an exclusive supply agreement with a major customer. The agreement provided for certain advances and allowances to be earned over the length of the commitment. Subsequent to entering into the agreement, the customer filed for Chapter 11

43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

protection. The customer has assumed the supply agreement with the Corporation in its approved plan of reorganization, and the Corporation expects that the customer will satisfy its purchase commitments under the terms of the agreement.

Deferred Costs: In the normal course of its business, the Corporation enters into agreements with certain customers for the supply of greeting cards and related products. Deferred costs estimated to be charged to operations during the next twelve months are classified as “Prepaid expenses and other” in the Consolidated Statement of Financial Position and the remaining amounts to be charged beyond the next twelve months are classified as “Other assets”. These amortization charges match the costs of obtaining business over the periods to be benefited. The periods of amortization are continually evaluated to determine if later circumstances warrant revisions of the estimated amortization periods. Such costs are capitalized as assets reflecting the probable future economic benefits obtained as a result of the transactions. Future economic benefit is further defined as cash inflow to the Corporation. The Corporation, by incurring these costs, is ensuring the probability of future cash flows through sales to customers. The amortization of such deferred costs properly matches the cost of obtaining business over the periods to be benefited. The Corporation maintains adequate reserves for deferred contract costs related to supply agreements and does not expect that the non-completion of any particular contract would result in a material loss. See Note 9 for further discussion.

Inventories: Finished products, work in process and raw material inventories are carried at the lower of cost or market. The last-in, first-out (LIFO) cost method is used for approximately 60% of the domestic inventories. The foreign subsidiaries principally use the first-in, first-out method. Display material and factory supplies are carried at average cost. See Note 6 for further information.

Investment in Life Insurance: The Corporation’s investment in corporate-owned life insurance policies is recorded in “Other assets” net of policy loans. The net life insurance expense, including interest expense, is included in “Administrative and general” expenses in the Consolidated Statement of Operations. The related interest expense, which approximates amounts paid, was $25,453, $24,103 and $26,120 in 2003, 2002 and 2001, respectively. Subsequent to February 28, 2003, as part of its settlement with the Internal Revenue Service (“IRS”), the Corporation has agreed to surrender certain of its corporate-owned life insurance policies. See Note 16 for further discussion.

Goodwill: Goodwill represents the excess of purchase price over the estimated fair value of net assets acquired in business combinations accounted for by the purchase method. Prior to 2003, goodwill was amortized on a straight-line basis over a period of 40 years for goodwill associated with the Social Expression Products segment and 5 to 15 years for goodwill associated with all other businesses. Accumulated amortization of goodwill was $46,605 at February 28, 2002. Goodwill was reviewed for impairment in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 121, “Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of”. Impairment losses were recorded when the undiscounted cash flows estimated to be generated by those assets were less than the assets’ carrying amounts.

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

On March 1, 2002, the Corporation adopted SFAS No. 142, “Goodwill and Other Intangible Assets”. This Statement, which superseded APB Opinion No. 17, “Intangible Assets”, eliminates the requirement to amortize goodwill and indefinite—lived intangible assets, addresses the amortization of intangible assets with a defined life and addresses the impairment testing and recognition for goodwill and intangible assets. SFAS No. 142 applies to goodwill and intangible assets arising from transactions completed before and after the Statement’s effective date. Upon adoption, the Corporation discontinued amortization of its goodwill in accordance with this Statement. SFAS No. 142 also requires goodwill to be tested for impairment at least annually at a level of reporting defined in the Statement as a “reporting unit”. The Corporation completed the first step of the transitional impairment test for goodwill during the second quarter of 2003 and determined there were no indicators of impairment as of March 1, 2002. The Corporation completed its annual test for impairment on December 2, 2002 and did not record an impairment charge for goodwill in 2003. See Note 8 for further discussion.

Translation of Foreign Currencies: Asset and liability accounts are translated into United States dollars using exchange rates in effect at the date of the consolidated balance sheet; revenue and expense accounts are translated at average monthly exchange rates. Translation adjustments are reflected as a component of shareholders’ equity.

Property and Depreciation: Property, plant and equipment are carried at cost. Depreciation and amortization of buildings, equipment and fixtures is computed principally by the straight-line method over the useful lives of the various assets. The cost of buildings is depreciated over 25 to 40 years; computer hardware and software over 3 to 7 years; machinery and equipment over 10 to 15 years; and furniture and fixtures over 20 years. Property, plant and equipment are reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

Revenue Recognition: Sales of seasonal product to non-related retailers are recognized at the approximate date the product is received by the customer and upon the sales of products to the consumer at Corporation-owned retail locations. Seasonal cards are sold with the right of return on unsold merchandise. The Corporation provides for estimated returns of seasonal cards when those sales to non-related retailers are recognized. Accrual rates utilized for establishing estimated returns reserves have approximated actual returns experience.

Except for seasonal products, sales are recorded by the Corporation upon shipment of products to non-related retailers and upon the sales of products to the consumer at Corporation-owned retail locations. Sales of these products are generally sold without the right of return. Sales credits for non-seasonal product are issued at the Corporation’s sole discretion for damaged, obsolete and outdated products.

Sales of both everyday and seasonal products to retailers with scan-based trading arrangements with the Corporation are recognized when the products are sold by those retailers.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), which among other guidance clarified the Staff’s views on various revenue recognition and reporting matters. As a result, effective March 1, 2000, the Corporation adopted a change in its method of accounting for certain shipments of seasonal product. Under this accounting method, the Corporation recognizes revenue on these seasonal shipments at the approximate date the merchandise is received by the customer, commonly referred to in the industry as the ship-to-arrive date (“STA”), and not upon shipment from the distribution facility. STA is a more preferable method of recording revenue due to the large volumes of seasonal product shipment activity and the lead time required to achieve customer-requested delivery dates.

The implementation of the change has been accounted for as a change in accounting principle and applied cumulatively as if the change occurred at March 1, 2000. The effect of the change was a one-time non-cash reduction to the Corporation’s earnings of $21,141, which is included in the Consolidated Statement of Operations for the year ended February 28, 2001. The Corporation recognized approximately $44,400 in net sales that are included in the cumulative effect adjustment as of March 1, 2000.

Shipping and Handling Fees: The Corporation classifies shipping and handling fees as part of “Selling, distribution and marketing” expenses. Shipping and handling costs were $141,259, $153,144 and $154,007 in 2003, 2002 and 2001, respectively.

Advertising Expense: Advertising costs are expensed as incurred. Advertising expense was $52,399, $57,049 and $61,610 in 2003, 2002 and 2001, respectively.

Other (Income) Expense — Net: In 2003, “Other (income) expense — net” included $12,027 of income on the sale of a marketable security investment, $6,670 of royalty income and $5,074 of interest income. The amount of the proceeds received from the sale of the marketable security investment of $16,964 is included in “Other” investing activities in the Statement of Cash Flows for the period. In 2002, “Other (income) expense — net” included $37,000 for the write-down of goodwill related to the Corporation’s subsidiary in Australasia and $9,464 for the write-down to the anticipated selling price of one of its foreign operating units, which the Corporation has decided to divest. See Note 3 for further discussion. In 2001, “Other (income) expense — net” included $32,554 related to the write-down of the Corporation’s investment in Egreetings Network, Inc. (“Egreetings”) to its fair market value and a pre-tax gain of $8,400 on the sale of a building in Canada. In the years presented, “Other (income) expense — net” also included foreign exchange gains and losses, gains and losses on asset disposals, and royalty and interest income. In 2002 and 2001, “Other (income) expense — net” also included the amortization of goodwill. See Note 8 for further discussion.

Income Taxes: Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.

Stock-Based Compensation: The Corporation has elected to continue to follow Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for its employee stock options. Because the exercise price of the Corporation’s employee stock options equals the market price of the underlying stock on

46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

the date of grant, no compensation expense is recognized. The Corporation has adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”.

SFAS 148 requires prominent disclosure regarding the method used by the Corporation to account for stock-based employee compensation and the effect of the method used on reported results. The following illustrates the pro forma effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of SFAS 123:

			2003		2002			2001
Net income (loss) as reported			$	121,106	$	(122,310	)	$	(113,814	)
	Employee stock-based compensation expense determined under fair value based method, net of tax			4,695		7,849			4,863
	Pro forma net income (loss)		$	116,411	$	(130,159	)	$	(118,677	)
	Earnings (loss) per share:
		As reported	$	1.85	$	(1.92	)	$	(1.79	)
		Pro forma	$	1.77	$	(2.05	)	$	(1.86	)
Earnings (loss) per share — assuming dilution:
		As reported	$	1.63	$	(1.92	)	$	(1.79	)
		Pro forma	$	1.57	$	(2.05	)	$	(1.86	)

The fair value of the options granted used to compute pro forma net income (loss) and pro forma earnings (loss) per share is the estimated present value at the grant date using the Black-Scholes option-pricing model with the following assumptions:

		2003			2002			2001
Risk-free interest rate			3.8	%		4.5	%		5.9	%
Dividend yield			0.0	%		3.9	%		5.4	%
Expected stock volatility			0.53			0.58			0.46
Expected life in years:
	Grant date to exercise date		4.4			7.6			7.7
	Vest date to exercise date		1.3			2.4			2.4

The weighted average fair value per share of options granted during 2003, 2002 and 2001 was $5.96, $3.33 and $4.14, respectively.

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Pronouncements: In October 2001, SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, was issued. This Statement, which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”, provides a single accounting model for the disposal of long-lived assets. Although retaining many of the fundamental recognition and measurement provisions of SFAS No. 121, the Statement significantly changes the criteria that would have to be met to classify an asset as held-for-sale. Assets held-for-sale are stated at the lower of their fair values or carrying amounts and depreciation is no longer recognized. The Corporation adopted this statement effective March 1, 2002.

In November 2001, the Financial Accounting Standards Board’s Emerging Issues Task Force (“EITF”) issued EITF Issue No. 01-09 (“EITF 01-09”), “Accounting for Consideration Given by a Vendor to a Customer/Reseller”, which addresses the accounting for consideration given by a vendor to a customer including both a reseller of the vendor’s products and an entity that purchases the vendor’s products from a reseller. EITF 01-09 also codifies and reconciles related guidance issued by the EITF including EITF No. 00-25, “Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor’s Products”, and EITF No. 00-14, “Accounting for Certain Sales Incentives”. EITF 01-09 outlines the presumption that consideration given by a vendor to a customer, a reseller or a customer of a reseller is to be treated as a reduction of revenue. The Corporation adopted EITF 01-09 effective March 1, 2002. Certain amounts in the prior years related to incentive payments, amortization of deferred costs and other customer benefits have been reclassified to reflect this adoption. For 2002, net sales; material, labor and other production costs; and selling, distribution and marketing expenses were reduced by $428,394, $55,244 and $373,150, respectively. For 2001, net sales; material, labor and other production costs; and selling, distribution and marketing expenses were reduced by $408,962, $65,334 and $343,628, respectively. These reclassifications did not affect net income for those periods.

In April 2002, SFAS No. 145, “Recission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections”, was issued. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 requires that debt extinguishment must meet the criteria under APB Opinion No. 30 to be classified as an extraordinary item. This Statement also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The Corporation does not believe that adoption of this Statement will have a material impact on the financial statements of the Corporation.

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In June 2002, SFAS No. 146, “Accounting for Exit or Disposal Activities”, was issued. SFAS No. 146 is effective for disposal activities initiated after December 31, 2002. SFAS No. 146 requires that liabilities for one-time termination benefits that will be incurred over future service periods should be measured at the fair value as of the termination date and recognized over any future service period. These liabilities should be adjusted for subsequent changes resulting from revisions to either the timing or amount of estimated cash flows, discounted at the original credit-adjusted risk-free rate. Interest on the liability would be accreted and charged to expense as an operating item. In the normal course of business, in the fourth quarter of 2003, the Corporation undertook numerous individual and independent cost reduction programs that included charges for employee severance costs. While none of the independent programs were material individually, aggregate severance costs of $8,864 for approximately 500 positions were recorded at the end of 2003. All affected employees were notified of termination prior to February 28, 2003, and were terminated in early 2004. All severance is expected to be paid by the end of 2004.

In November 2002, FASB Interpretation (FIN) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, was issued. FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN No. 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002 irrespective of the guarantor’s fiscal year-end. The disclosure requirements in FIN No. 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. No additional disclosures are required by the Corporation related to this Interpretation.

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 2 — ACQUISITIONS

2002 — BlueMountain.com

On September 12, 2001, the Corporation completed its acquisition of BlueMountain.com, a division of At Home Corporation, for a cash price of $35,000. The BlueMountain.com division operates an online card and entertainment Internet site, www.bluemountain.com. The acquisition was affected through AmericanGreetings.com, Inc., and the majority of the purchase price was allocated to goodwill.

2001 — Gibson Greetings, Inc.

On March 9, 2000, the Corporation completed its acquisition of Gibson Greetings, Inc. (“Gibson”) for a cash price of $10.25 per share. Gibson distributed individual relationship communication products, including greeting cards, gift wrap, party goods and licensed products. Gibson held a minority equity interest in Egreetings; the Corporation subsequently acquired the remaining shares of Egreetings in March 2001.

The acquisition has been accounted for by the purchase method of accounting, and accordingly, the consolidated statements of operations include the results of Gibson beginning with the first quarter of 2001. The assets acquired and liabilities assumed were recorded at estimated fair values as determined by the Corporation’s management based on information available and on assumptions as to future operations. A summary of the assets acquired and liabilities assumed in the acquisition follows:

Estimated fair values:

	Assets acquired	$	296,086
	Liabilities assumed		(165,065	)
Excess of cost over net assets acquired			49,288
Purchase price			180,309
Less cash acquired			10,147
Net cash paid (including $30,000 paid in 2000)		$	170,162

The acquisition of Gibson was primarily financed through short-term borrowings which were subsequently refinanced. See Note 10 for further discussion.

As a result of the acquisition of Gibson, the Corporation incurred acquisition integration expenses for the incremental costs to exit and consolidate activities at Gibson locations, to involuntarily terminate Gibson employees, and for other costs to integrate operating locations and other activities of Gibson with the Corporation. Generally accepted accounting principles require that these acquisition integration expenses, which are not associated with the generation of future revenues and have no future economic benefit, be reflected as assumed liabilities in the allocation of the purchase price to the net assets acquired. An additional requirement is that acquisition integration expenses which are associated with the generation of future

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 2 — ACQUISITIONS

revenues and have future economic benefit, and those associated with integrating Gibson operations into the Corporation’s locations, must be recorded as expense. The components of the acquisition integration liabilities included in the purchase price allocation for Gibson follow:

	Facility		Workforce
	Obligations		Reductions		Other		Total
Provision in 2001	$	59,483	$	11,405	$	19,363	$	90,251
Cash expenditures		5,649		10,084		10,973		26,706
Balance February 28, 2001		53,834		1,321		8,390		63,545
Cash expenditures		6,063		1,321		6,848		14,232
Balance February 28, 2002		47,771		—		1,542		49,313
Cash expenditures		16,351		—		515		16,866
Balance February 28, 2003	$	31,420	$	—	$	1,027	$	32,447

The acquisition integration liabilities are based on the Corporation’s integration plan which focuses on distribution facility rationalization. The Corporation anticipates making payments on the facility obligations through 2006.

2001 — CPS Corporation

On July 13, 2000, the Corporation completed its acquisition of CPS Corporation (“CPS”), for a cash price of $31,000 plus 1,200,000 shares of the Corporation’s common stock. CPS is a supplier of gift wrap and decorative packaging.

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 3 — RESTRUCTURING AND SPECIAL CHARGES

2002

During 2002, the Corporation undertook three initiatives: the reorganization of the core greeting card business, the implementation of scan-based trading, and a change in the contractual relationship with a strategic partner of the Corporation’s Internet business. In total, the Corporation incurred $314,448 of pre-tax special charges during 2002 in connection with these initiatives.

Included in the special charges noted above is a restructure charge of $56,715. This charge was for costs associated with the consolidation and rationalization of certain of the Corporation’s domestic and foreign manufacturing and distribution operations, including employee severance and benefit termination costs. The restructure charge also included a charge for a change in the contractual relationship with a partner of the Corporation’s Internet unit. More specifically, the restructure charge included $29,053 for employee termination benefits, $2,054 for facility rationalization costs, $1,500 for lease exit costs, $17,727 for a change in the contractual relationship with a partner of the Corporation’s Internet unit and $6,381 of other related costs. In total, approximately 1,600 positions were eliminated, comprised of approximately 1,200 hourly and 400 salaried positions. All activities were substantially completed by February 28, 2002.

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
NOTE 3 — RESTRUCTURING AND SPECIAL CHARGES

The following table summarizes the provisions and remaining reserve associated with the restructure charge at February 28, 2003:

				Facility			Lease			Change in
	Termination			Rationalization			Exit			Contractual			Other
	Benefits			Costs			Costs			Relationship			Costs			Total
Provision in 2002	$	29,053		$	2,054		$	1,500		$	17,727		$	6,381		$	56,715
Non-cash charge		—			—			—			(17,727	)		—			(17,727	)
Cash expenditures		(11,076	)		(1,829	)		—			—			(6,300	)		(19,205	)
Balance February 28, 2002		17,977			225			1,500			—			81			19,783
Cash expenditures		(13,936	)		(185	)		(1,401	)		—			(81	)		(15,603	)
Balance February 28, 2003	$	4,041		$	40		$	99		$	—		$	—		$	4,180

Included in “Accrued liabilities” at February 28, 2003 is $4,180 representing the portion of severance and other exit costs not yet expended. The payment of certain termination benefits will not be completed until 2006.

The Corporation also recorded the following special charges in 2002:

• Charges associated with a product line size reduction and the elimination of the Corporation’s Forget Me Not greeting card brand. These charges included $49,082 in “Material, labor and other production costs” to write down inventory, and a $16,206 reduction in “Net sales” for credits granted to customers for product on hand at their retail locations eliminated from the Corporation’s brands and product lines.

• In conjunction with the integration of recently-acquired operations, facility closures and the changes in the distribution infrastructure in those countries, and to reflect the general economic downturn in the region, a pre-tax, non-cash impairment charge of $37,000 recorded in the fourth quarter to write down goodwill related to its operating units in Australasia. This amount is included in “Other (income) expense — net”.

• Other special pre-tax charges of $66,838 associated with the Corporation’s restructure and reorganization efforts, including project coordination and administration expenses, consultant expenses, field labor costs, system enhancements and facility closure costs.

The total pre-tax impact of these special charges was $225,841.

Also during 2002, the Corporation implemented its scan-based trading business model with two of its retail customers. The impact of its implementation was a $64,901 reduction in its “Net sales” and a $8,599 reduction in its “Material, labor and other production costs”. In addition, the Corporation incurred implementation and other costs of $32,305, primarily for the initial inventory accounting procedures, system enhancements, outside consulting and other related costs, for a total pre-tax impact of $88,607.

The total pre-tax impact of special charges and the implementation of the scan-based trading business model was $314,448.

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 4 — EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of earnings (loss) per share and earnings (loss) per share — assuming dilution:

			2003		2002			2001
Numerator (thousands):
	Net income (loss) for earnings per share		$	121,106	$	(122,310	)	$	(113,814	)
	Add-back — interest on convertible debt, net of tax			7,403		—			—
	Net income (loss) for earnings per share — assuming dilution		$	128,509	$	(122,310	)	$	(113,814	)
Denominator (thousands):
	Denominator for earnings per share — weighted average shares outstanding			65,637		63,615			63,646
	Effect of dilutive securities:
		Stock options		753		—			—
		Convertible debt		12,591		—			—
	Denominator for earnings (loss) per share — assuming dilution — adjusted weighted average shares outstanding			78,981		63,615			63,646
Earnings (loss) per share			$	1.85	$	(1.92	)	$	(1.79	)
Earnings (loss) per share — assuming dilution			$	1.63	$	(1.92	)	$	(1.79	)

Certain stock options and convertible debt have been excluded for the years presented because the effect would have been antidilutive.

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 5 — ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following components:

				Unrealized Gains
	Foreign Currency			(Losses) on			Accumulated
	Translation			Available-For-Sale			Other
	Adjustments			Securities			Comprehensive Loss
Balance at February 29, 2000	$	(32,000	)	$	4,428		$	(27,572	)
Other comprehensive loss		(30,350	)		(257	)		(30,607	)
Balance at February 28, 2001		(62,350	)		4,171			(58,179	)
Other comprehensive (loss) income		(13,315	)		1,880			(11,435	)
Balance at February 28,2002		(75,665	)		6,051			(69,614	)
Other comprehensive income		33,171			—			33,171
Reclassification of unrealized gain		—			(6,051	)		(6,051	)
Balance at February 28, 2003	$	(42,494	)	$	—		$	(42,494	)

Gross unrealized holding gains on available-for-sale securities as of February 28, 2003 and 2002 are $0 and $9,091, respectively.

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 6 — INVENTORIES

	2003		2002
Raw material	$	58,558	$	55,949
Work in process		29,790		34,157
Finished products		236,114		240,202
		324,462		330,308
Less LIFO reserve		79,913		83,907
		244,549		246,401
Display material and factory supplies		34,258		44,403
	$	278,807	$	290,804

The Corporation experienced LIFO liquidations in 2003 and 2002, which increased pre-tax earnings by approximately $4,000 and $9,500, respectively.

NOTE 7 — PROPERTY, PLANT AND EQUIPMENT

	2003		2002
Land	$	13,251	$	12,801
Buildings		308,706		308,065
Equipment and fixtures		727,732		713,345
		1,049,689		1,034,211
Less accumulated depreciation		658,261		617,726
	$	391,428	$	416,485

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 8 — GOODWILL AND INTANGIBLE ASSETS

On March 1, 2002, the Corporation adopted SFAS No. 142, “Goodwill and Other Intangible Assets”. This Statement, which superseded APB Opinion No. 17, “Intangible Assets”, eliminates the requirement to amortize goodwill and indefinite-lived intangible assets, addresses the amortization of intangible assets with a defined life and addresses the impairment testing and recognition for goodwill and intangible assets. SFAS No. 142 applies to goodwill and intangible assets arising from transactions completed before and after the Statement’s effective date. Effective March 1, 2002, the Corporation discontinued amortization of its goodwill in accordance with this Statement. In 2002 and 2001, the Corporation’s results included $12,389 and $8,723, respectively, of amortization expense related to goodwill included in “Other (income) expense — net” in the Consolidated Statement of Operations.

Adjusted information, assuming the adoption of the non-amortization provisions of this Statement for the years ended February 28 is as follows:

		2003		2002			2001
Reported net income (loss)		$	121,106	$	(122,310	)	$	(113,814	)
Add back:
	Goodwill amortization — net of tax		—		7,718			5,184
Adjusted net income (loss)		$	121,106	$	(114,592	)	$	(108,630	)
Reported earnings (loss) per share		$	1.85	$	(1.92	)	$	(1.79	)
Add back:
	Goodwill amortization — net of tax		—		0.12			0.08
Adjusted earnings (loss) per share		$	1.85	$	(1.80	)	$	(1.71	)
Reported earnings (loss) per share — assuming dilution		$	1.63	$	(1.92	)	$	(1.79	)
Add back:
	Goodwill amortization — net of tax		—		0.12			0.08
Adjusted earnings (loss) per share — assuming dilution		$	1.63	$	(1.80	)	$	(1.71	)

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 8 — GOODWILL AND INTANGIBLE ASSETS (CONTINUED)

At February 28, 2003 and 2002, intangible assets subject to the amortization provisions of SFAS No. 142, net of accumulated amortization, were $1,779 and $1,351, respectively. The Corporation does not have any indefinite-lived intangible assets.

SFAS No. 142 also requires goodwill to be tested for impairment at least annually at a level of reporting defined in the Statement as a “reporting unit”. The Corporation completed the first step of the transitional impairment test for goodwill during the second quarter of 2003 and determined there were no indicators of impairment as of March 1, 2002. The Corporation completed its annual test for impairment on December 2, 2002 and did not record an impairment charge for goodwill in 2003.

A summary of the changes in the carrying amount of the Corporation’s goodwill during the twelve months ended February 28, 2003 by segment is as follows:

	Social Expression		AmericanGreetings		Retail		Non-reportable
	Products		.com		Operations		Segments		Total
Balance at March 1, 2002	$	137,003	$	42,669	$	14,266	$	5,257	$	199,195
Foreign currency translation		10,347		—		40		82		10,469
Balance at February 28, 2003	$	147,350	$	42,669	$	14,306	$	5,339	$	209,664

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 9 — DEFERRED COSTS

In the normal course of its business, the Corporation enters into agreements with certain customers for the supply of greeting cards and related products. Under these agreements, the customer typically receives from the Corporation a combination of cash payments, credits, discounts, allowances and other incentive considerations to be earned by the customer as product is purchased from the Corporation over the effective time period of the agreement to meet a minimum purchase volume commitment. In the event a contract is not completed, the Corporation has a claim for unearned advances under the agreement. The Corporation periodically reviews the progress toward the commitment and adjusts the estimated amortization period accordingly to match the costs with the revenue associated with the agreement. The agreements may or may not specify the Corporation as the sole supplier of social expression products to the customer.

The Corporation classifies the total contractual amount of the incentive consideration committed to the customer but not yet earned as a deferred cost asset at the inception of an agreement, or any future amendments. Deferred costs estimated to be earned by the customer and charged to operations during the next twelve months are classified as “Prepaid expenses and other” in the Consolidated Statement of Financial Position, and the remaining amounts to be charged beyond the next twelve months are classified as “Other assets”.

A portion of the total consideration may be payable by the Corporation at the time the agreement is consummated. All future payment commitments are classified as liabilities at inception until paid. The payments that are expected to be made in the next twelve months are classified as “Other current liabilities” in the Consolidated Statement of Financial Position, and the remaining payment commitments beyond the next twelve months are classified as “Other liabilities”. The Corporation maintains adequate reserves for deferred costs related to supply agreements and does not expect that the non-completion of any particular contract would result in a material loss.

At February 28, 2003 and 2002, deferred costs and future payment commitments are as follow:

	2003			2002
Prepaid expenses and other	$	180,051		$	134,853
Other assets		667,829			814,606
Deferred cost assets		847,880			949,459
Other current liabilities		(92,005	)		(111,636	)
Other liabilities		(34,680	)		(80,732	)
Deferred cost liabilities		(126,685	)		(192,368	)
Net deferred costs	$	721,195		$	757,091

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 10 — LONG AND SHORT-TERM DEBT

On July 27, 1998, the Corporation issued $300,000 of 30-year senior notes with a 6.10% coupon rate under its $600,000 shelf registration with the Securities and Exchange Commission. The majority of the proceeds was used to retire commercial paper and other short-term debt, with the remainder used for other general corporate purposes and short-term investments.

On June 29, 2001, the Corporation issued $260,000 of 11.75% senior subordinated notes, due on July 15, 2008. The transaction resulted in net proceeds to the Corporation of $244,711, after deducting underwriting discounts and transactional expenses. The majority of the proceeds was used to repay indebtedness and to provide funds for general corporate purposes. On August 28, 2001, the Corporation filed Form S-4 with the Securities and Exchange Commission as required to register this debt offering.

On June 29, 2001, the Corporation issued $175,000 of 7.00% convertible subordinated notes, due on July 15, 2006. The notes are convertible at the option of the holders into shares of the Corporation’s common stock at any time before the close of business on July 15, 2006, at a conversion rate of 71.9466 common shares per $1 principal amount of notes. The convertible notes outstanding could potentially result in the issuance of approximately 12,600,000 shares of the Class A Common Stock of the Corporation. The transaction resulted in net proceeds to the Corporation of $169,589, after deducting transactional expenses. The majority of the proceeds was used to repay indebtedness and to provide funds for general corporate purposes. On August 28, 2001, the Corporation filed Form S-3 with the Securities and Exchange Commission as required to register this debt offering.

The total fair value of the Corporation’s publicly traded debt, based on quoted market prices, was $802,438 (at a carrying value of $725,905) and $730,850 (at a carrying value of $724,282) at February 28, 2003 and 2002, respectively.

On August 9, 2001, the Corporation entered into a new $350,000 senior secured credit facility that was amended to $320,000 on July 22, 2002. This facility consists of three tranches: (1) a $75,000, 364-day revolving facility, of which there were no amounts outstanding at February 28, 2003; (2) a $120,000 revolving facility maturing January 15, 2006, of which there were no amounts outstanding at February 28, 2003; and (3) a $125,000 term loan maturing June 15, 2006, at an interest rate of 5.84%, of which $117,988 is outstanding at February 28, 2003. On July 22, 2002 the Corporation exercised its option on the 364-day revolving facility for an additional 364 days. At the request of the Corporation the facility was reduced from $105,000 to $75,000. The Corporation has the option to request a one-year extension of the 364-day revolving facility. Under the terms of the facility, the Corporation will pay the outstanding balance of $117,988 of the term loan within 100 days of February 28, 2003. This item, therefore, is included as “Debt due within one year” in the Consolidated Statement of Financial Position.

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 10 — LONG AND SHORT-TERM DEBT (CONTINUED)

The credit facility is secured by the domestic assets of the Corporation and a 66 2/3% interest in the common stock of its foreign subsidiaries. The credit facility contains various restrictive covenants which require, among other things, that the Corporation meet specified periodic financial ratios, minimum net worth, maximum leverage, and earnings requirements. The credit facility also restricts the Corporation’s ability to incur additional indebtedness and to engage in acquisitions of other businesses and entities and to pay shareholder dividends. At February 28, 2003, the Corporation is in compliance with all of its debt covenants. Based on the strong improvement in its balance sheet, the Corporation has modified its debt covenants and expects to be in compliance throughout 2004.

On August 7, 2001, the Corporation entered into a three-year Accounts Receivable Securitization Financing that provides for up to $250,000 and is secured by certain trade accounts receivable. At the request of the Corporation, on August 6, 2002, the agreement was amended reducing the available financing from $250,000 to $200,000. Under the terms of the agreement, the Corporation transfers receivables to a wholly-owned consolidated subsidiary that in turn utilizes the receivables to secure borrowings through a credit facility with a financial institution. There were no borrowings outstanding under this agreement at February 28, 2003.

The Corporation’s subsidiary in South Africa has credit agreements permitting borrowings of up to $3,464. At February 28, 2003 and 2002, the amount outstanding under this foreign revolving credit facility was $0 and $388, respectively, classified as short-term.

At February 28, 2003 and 2002, “Debt due within one year” consists of the following:

	2003		2002
Current maturities of long-term debt	$	124,215	$	3,123
Other short-term debt		8,965		8,597
	$	133,180	$	11,720

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 10 — LONG AND SHORT-TERM DEBT (CONTINUED)

At February 28, 2003 and 2002, “Long-term debt” consists of the following:

		2003		2002
6.10% senior notes		$	297,763	$	297,426
11.75% senior subordinated notes			253,142		251,856
7.00% convertible subordinated notes			175,000		175,000
Term loan			117,988		123,125
Other			6,853		8,829
			850,746		856,236
	Less current maturities		124,215		3,123
		$	726,531	$	853,113

Aggregate maturities of long-term debt are as follows:

2004	$	124,215
2005		80
2006		—
2007		175,000
2008		—
Thereafter		551,451
	$	850,746

As part of its normal operations, the Corporation provides certain financing for some of its vendors, which includes a combination of various guarantees and letters of credit. At February 28, 2003, the Corporation had credit arrangements to support the guarantees and letters of credit in the amount of $86,382 with $53,746 of open guarantees and credits outstanding.

Interest paid in cash on short-term and long-term debt was $71,092 in 2003, $68,128 in 2002 and $54,637 in 2001.

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 11 — RETIREMENT PLANS

The Corporation has a non-contributory profit-sharing plan with a contributory 401(k) provision covering most of its United States employees. Contributions to the profit-sharing plan were $13,637, $4,365, and $5,175 for 2003, 2002 and 2001, respectively. The Corporation matches a portion of 401(k) employee contributions contingent upon meeting specified annual operating results goals. The Corporation’s matching contributions were $4,896, $5,059, and $0 for 2003, 2002 and 2001, respectively.

The Corporation also has several defined benefit and defined contribution pension plans covering certain employees in foreign countries. The cost of these plans was not material in any of the years presented. In the aggregate, the actuarially computed plan benefit obligation approximates the fair value of the plan assets.

In 2001, the Corporation assumed the obligations and assets of Gibson’s defined benefit pension plan (the Retirement Plan) which covered substantially all Gibson employees who met certain eligibility requirements. Benefits earned under the Retirement Plan have been frozen and participants no longer accrue benefits after December 31, 2000. The Corporation made a discretionary contribution to the plan assets in the fourth quarter of 2003, an amount sufficient to fully fund the Retirement Plan at February 28, 2003.

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 11 — RETIREMENT PLANS (CONTINUED)

The following table sets forth summarized information on the Retirement Plan:

		2003			2002
Change in benefit obligation:
	Benefit obligation at beginning of year	$	85,411		$	95,211
	Interest cost		6,045			5,898
	Actuarial loss/(gain)		5,876			(8,675	)
	Benefit payments		(6,510	)		(7,023	)
	Benefit obligation at end of year		90,822			85,411
Change in plan assets:
	Fair value of plan assets at beginning of year		81,657			85,948
	Actual return on plan assets		1,205			2,732
	Employer contributions		15,000			—
	Benefit payments		(6,510	)		(7,023	)
Fair value of plan assets at end of year			91,352			81,657
Funded/(underfunded) status at end of year			530			(3,754	)
Unrecognized loss/(gain)			2,656			(7,505	)
Prepaid/(accrued) benefit cost		$	3,186		$	(11,259	)
Assumptions:
	Discount rate		6.75	%		7.25	%
	Expected return on plan assets		7.00	%		7.25	%

64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 11 — RETIREMENT PLANS (CONTINUED)

A summary of the components of net periodic cost (income) for the Retirement Plan for the years ended February 28, 2003, 2002 and 2001 is as follows:

	2003			2002			2001
Interest cost	$	6,045		$	5,898		$	5,770
Expected return on plan assets		(5,490	)		(6,011	)		(5,858	)
Net periodic benefit cost (income)	$	555		$	(113	)	$	(88	)

65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 12 — POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Corporation sponsors a defined benefit health care plan that provides postretirement medical benefits to full-time United States employees who meet certain age and service requirements. In addition, for retirements on or after January 2, 1992 the retiree must have been continuously enrolled for health care for a minimum of five years or since January 2, 1992. The plan is contributory, with retiree contributions adjusted periodically, and contains other cost-sharing features such as deductibles and coinsurance. The Corporation made significant changes to its retiree health care plan in 2002 by imposing dollar maximums on the per capita cost paid by the Corporation for future years. The Corporation maintains a trust for the payment of retiree health care benefits. This trust is funded at the discretion of management.

	2003			2002
Change in benefit obligation:
Benefit obligation at beginning of year	$	92,577		$	113,855
Service cost		1,615			2,558
Interest cost		7,096			8,672
Participant contributions		4,222			2,593
Plan amendments		—			(50,899	)
Actuarial losses		16,241			23,259
Benefit payments		(11,428	)		(7,461	)
Benefit obligation at end of year		110,323			92,577
Change in plan assets:
Fair value of plan assets at beginning of year		57,543			55,593
Actual return on plan assets		(753	)		1,950
Contributions		13,945			7,461
Benefit payments		(11,428	)		(7,461	)
Fair value of plan assets at year end		59,307			57,543
Underfunded status at end of year		(51,016	)		(35,034	)
Unrecognized prior service (credit)		(45,244	)		(50,899	)
Unrecognized loss		81,597			66,058
Accrued benefit cost	$	(14,663	)	$	(19,875	)

66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 12 — POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)

	2003			2002			2001
Components of net periodic benefit cost:
Service cost	$	1,615		$	2,558		$	2,402
Interest cost		7,096			8,672			6,649
Expected return on plan assets		(4,376	)		(4,233	)		(3,627	)
Amortization of prior service cost		(5,655	)		—			—
Amortization of actuarial loss		5,831			3,631			1,685
Net periodic benefit cost	$	4,511		$	10,628		$	7,109
Weighted average assumptions as of February 28:
Discount rate		6.75	%		7.25	%
Expected return on assets		8.00	%		8.00	%
Health care cost trend rate
*decreasing 0.5% per year to 6%		11.5	%*		12.0	%*
Effect of a 1% increase in health care cost trend rate on:
Service cost plus interest cost	$	1,023		$	2,034
Accumulated postretirement benefit obligation		12,143			7,553
Effect of a 1% decrease in health care cost trend rate on:
Service cost plus interest cost	$	(819	)	$	(1,623	)
Accumulated postretirement benefit obligation		(9,832	)		(6,095	)

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 13 — LONG-TERM LEASES AND COMMITMENTS

The Corporation is committed under noncancelable operating leases for commercial properties (certain of which have been subleased) and equipment, terms of which are generally less than 25 years. Rental expense under operating leases for the years ended February 28, 2003, 2002 and 2001 follows:

		2003			2002			2001
Gross rentals		$	72,276		$	70,705		$	71,479
Sublease rentals			(1,549	)		(1,985	)		(2,611	)
	Net rental expense	$	70,727		$	68,720		$	68,868

At February 28, 2003, future minimum rental payments for noncancelable operating leases, net of aggregate future minimum noncancelable sublease rentals, follow:

Gross rentals:
	2004	$	51,426
	2005		39,338
	2006		32,688
	2007		28,129
	2008		24,068
	Later years		54,458
			230,107
Sublease rentals			(9,933	)
Net rentals		$	220,174

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 14 — COMMON SHARES AND STOCK OPTIONS

At February 28, 2003 and 2002, common shares authorized consisted of 187,600,000 Class A and 15,832,968 Class B shares.

Class A shares have one vote per share and Class B shares have ten votes per share. There is no public market for the Class B common shares of the Corporation. Pursuant to the Corporation’s Amended Articles of Incorporation, a holder of Class B common shares may not transfer such Class B common shares (except to permitted transferees, a group that generally includes members of the holder’s extended family, family trusts and charities) unless such holder first offers such shares to the Corporation for purchase at the most recent closing price for the Corporation’s Class A common shares. If the Corporation does not purchase such Class B common shares, the holder must convert such shares, on a share for share basis, into Class A common shares prior to any transfer.

Under the Corporation’s Stock Option Plans, options to purchase Class A and Class B shares are granted to directors, officers and other key employees at the then-current market price. In general, subject to continuing employment, options become exercisable commencing twelve months after date of grant in annual installments and expire over a period of not more than ten years from the date of grant. Under certain grants made in 2002, the options become exercisable when the market value of Class A shares reaches a specified share price or 18 months after the grant date, whichever occurs first. These options expire at the earlier of six months plus one day after a specified share price is reached or ten years from the date of grant. The options granted to non-employee directors become exercisable in either six installments over five years or in four installments over four years.

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 14 — COMMON SHARES AND STOCK OPTIONS (CONTINUED)

Stock option transactions and prices are summarized as follows:

			Number of Options						Weighted-Average Exercise Price Per Share
			Class A			Class B			Class A		Class B
Options outstanding February 29, 2000				5,613,181			766,186		$	25.87	$	27.32
		Granted		775,500			—			15.45		—
		Exercised		(1,600	)		—			16.53		—
		Cancelled		(626,850	)		(76,500	)		25.16		24.15
Options outstanding February 28, 2001				5,760,231			689,686		$	24.57	$	27.67
		Granted		4,847,728			442,277			10.29		9.95
		Exercised		(10,600	)		—			8.72		—
		Cancelled		(1,566,231	)		(98,590	)		19.63		20.10
Options outstanding February 28, 2002				9,031,128			1,033,373		$	17.74	$	20.81
		Granted		1,700,308			—			14.35		—
		Exercised		(2,134,250	)		(10,400	)		10.05		9.95
		Cancelled		(634,385	)		(5,000	)		22.33		27.25
Options outstanding February 28, 2003				7,962,801			1,017,973		$	18.76	$	20.89
Options exercisable at February 28:
	2003			5,268,606			1,017,973		$	19.76	$	20.89
	2002			2,638,850			591,096			26.97		28.94
	2001			2,469,531			689,686			27.44		27.74

The weighted-average remaining contractual life of the options outstanding as of February 28, 2003 is 6.7 years.

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 14 — COMMON SHARES AND STOCK OPTIONS (CONTINUED)

Range of exercise prices for options outstanding:

	Outstanding				Exercisable
									Weighted-
			Weighted-				Weighted-		Average
			Average				Average		Remaining
Exercise Price	Optioned		Exercise				Exercise		Contractual
Ranges	Shares		Price		Optioned Shares		Price		Life (Years)
$8.50		68,600	$	8.50		35,200	$	8.50		7.81
9.95		2,124,751		9.95		2,124,751		9.95		8.03
10.13 - 13.52		752,964		12.77		351,649		12.57		8.98
13.65 - 14.00		1,061,680		13.99		27,000		13.81		8.92
14.11 - 18.88		768,300		16.46		281,300		17.02		8.23
20.88 - 23.56		2,180,583		23.51		1,496,083		23.51		5.72
23.69 - 29.44		704,900		26.81		657,600		26.89		3.60
29.50		1,028,400		29.50		1,025,800		29.50		3.81
29.88 - 50.25		290,446		38.92		287,046		39.01		4.56
51.63		150		51.63		150		51.63		5.34
$8.50 - $51.63		8,980,774				6,286,579

The number of shares available for future grant at February 28, 2003 is 3,001,871 Class A and 533,205 Class B shares.

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 15 — BUSINESS SEGMENT INFORMATION

The Corporation is organized and managed according to a number of factors, including product categories, geographic locations and channels of distribution. The Social Expression Products segment primarily designs, manufactures and sells greeting cards and other products through various channels of distribution with mass retailers as the primary channel and is managed by geographic location. As a result of the Corporation’s restructure efforts in 2002, the Plus Mark, Inc. subsidiary has been reclassified to the Social Expression Products segment. This reflects the integration of the production of the domestic gift wrap and boxed card product into that subsidiary and its integration with the Social Expression Products’ operations. This subsidiary now has a substantial mix of both everyday and seasonal products and as a result has similar economic characteristics with the Social Expression Products segment. This subsidiary previously was included in “non-reportable segments”, and the prior year amounts have been reclassified to conform to the current year presentation. As permitted under Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information”, certain operating divisions have been aggregated into the Social Expression Products segment. These operating divisions have similar economic characteristics, products, production processes, types of customers and distribution methods.

The Corporation owns and operates approximately 600 card and gift retail stores in the United States and Canada through its Retail Operations segment. The stores are primarily located in malls and strip shopping centers. The stores sell products purchased from the Social Expression Products segment as well as products purchased from other vendors. Upon the adoption of EITF 01-09, as discussed in Note 1, the Retail Operations segment now meets the revenue threshold for separate disclosure required under SFAS No. 131. This segment was previously included in the “Non-reportable segments”, and the prior year amounts have been reclassified to conform to the current year presentation.

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 15 — BUSINESS SEGMENT INFORMATION (CONTINUED)

AmericanGreetings.com, Inc. (92.2% owned) is an Internet-based provider of greetings and other social communication content to consumers and Internet-based businesses.

The Corporation’s non-reportable operating segments include the design, manufacture and sale of non-prescription reading glasses and display fixtures.

The Corporation’s senior management evaluates segment performance based on earnings before foreign currency exchange gains or losses, interest income, interest expense, centrally-managed costs and income taxes. The accounting policies of the reportable segments are the same as those described in Note 1 — Significant Accounting Policies, except those that are related to LIFO or applicable to only corporate items.

Intersegment sales from the Social Expression Products segment to the Retail Operations segment are recorded at estimated arm’s-length prices. Intersegment sales and profits are eliminated in consolidation. All inventories resulting from intersegment sales are carried at cost. Accordingly, the Retail Operations segment records full profit upon its sales to consumers.

The reporting and evaluation of segment assets include net accounts receivable, inventory on a “first-in, first-out” basis, display materials and factory supplies, prepaid expenses, other assets (including net deferred costs), and net property, plant and equipment.

Segment results are reported and evaluated at consistent exchange rates between years to eliminate the impact of foreign currency fluctuations. An exchange rate adjustment is included in the reconciliation of the segment results to the consolidated results; this adjustment represents the impact on the segment results of the difference between the exchange rates used for segment reporting and evaluation and the actual exchange rates for the periods presented.

Centrally incurred and managed costs and special charges are not allocated back to the operating segments. The unallocated items include interest expense on centrally-incurred debt and domestic profit-sharing expense. In addition, the costs associated with corporate operations including the senior management, corporate finance, legal and human resource functions, among other costs, are included in the unallocated items.

As a result of the Corporation’s adoption of EITF 01-09, certain amounts in the prior year financial statements have been reclassified.

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 15 — BUSINESS SEGMENT INFORMATION (CONTINUED)
Operating Segment Information

		Net Sales									Earnings
		2003			2002			2001			2003			2002			2001
Social Expression Products		$	1,639,270		$	1,665,691		$	1,755,078		$	361,466		$	310,158		$	332,539
Intersegment items			(76,088	)		(81,441	)		(83,541	)		(54,772	)		(57,408	)		(60,263	)
	Net		1,563,182			1,584,250			1,671,537			306,694			252,750			272,276
Retail Operations			263,888			267,239			270,318			17,616			17,419			21,316
AmericanGreetings.com			34,615			39,731			24,378			477			(2,131	)		(36,065	)
Non-reportable segments			105,542			116,610			113,788			17,838			35,296			19,578
Special charges			—			(102,341	)		—			—			(311,971	)		—
Egreetings write down			—			—			—			—			—			(32,554	)
Exchange rate adjustment			25,962			11,476			29,701			4,404			1,256			2,667
Unallocated items — net			2,671			10,381			130			(146,191	)		(188,943	)		(148,585	)
	Consolidated	$	1,995,860		$	1,927,346		$	2,109,852		$	200,838		$	(196,324	)	$	98,633

		Assets							Depreciation and Amortization							Capital Expenditures
		2003		2002			2001		2003		2002		2001			2003		2002			2001
Social Expression Products		$	1,769,712	$	1,848,501		$	1,927,958	$	44,489	$	53,373	$	48,125		$	22,191	$	15,198		$	56,841
Retail Operations			92,115		94,096			111,789		8,942		12,650		13,205			3,445		5,593			7,750
AmericanGreetings.com			58,619		64,641			48,563		3,716		4,884		22,773			1,014		3,223			4,741
Non-reportable segments			110,202		103,231			118,255		5,259		9,328		9,604			4,423		7,081			6,766
Unallocated and intersegment items			503,538		516,480			464,850		1,808		3,837		5,276			—		—			—
Exchange rate adjustment			49,934		(11,954	)		40,659		596		236		(926	)		226		(2,126	)		(1,716	)
	Consolidated	$	2,584,120	$	2,614,995		$	2,712,074	$	64,810	$	84,308	$	98,057		$	31,299	$	28,969		$	74,382

Other Information

Product Information

		2003		2002		2001
Everyday greeting cards		$	743,805	$	683,183	$	831,612
Seasonal greeting cards			364,086		346,042		372,234
Gift wrapping and wrap accessories			364,961		322,931		335,290
All other			523,008		575,190		570,716
	Consolidated Net Sales	$	1,995,860	$	1,927,346	$	2,109,852

Geographic Information

		Net Sales						Fixed Assets — Net
		2003		2002		2001		2003		2002		2001
United States		$	1,633,430	$	1,572,549	$	1,719,437	$	339,627	$	366,279	$	416,447
Foreign			362,430		354,797		390,415		51,801		50,206		60,741
	Consolidated	$	1,995,860	$	1,927,346	$	2,109,852	$	391,428	$	416,485	$	477,188

74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 16 — INCOME TAXES

Income (loss) before income taxes and cumulative effect of accounting change:

	2003		2002			2001
United States	$	158,157	$	(168,972	)	$	76,159
Foreign		42,681		(27,352	)		22,474
	$	200,838	$	(196,324	)	$	98,633

Income taxes (benefit) have been provided as follows:

		2003			2002			2001
Current:
	Federal	$	82,475		$	(49,729	)	$	212,138
	Foreign		9,204			4,963			(2,799	)
	State and local		13,808			(8,494	)		21,821
			105,487			(53,260	)		231,160
Deferred (principally federal)			(25,755	)		(20,754	)		(39,854	)
		$	79,732		$	(74,014	)	$	191,306

Significant components of the Corporation’s deferred tax assets and liabilities at February 28, 2003 and 2002 are as follows:

			2003			2002
Deferred tax assets:
	Employee benefit and incentive plans		$	26,312		$	27,408
	Net operating loss carryforwards			49,632			43,251
	Deferred capital loss carryforward			11,394			11,394
	Inventory costing			13,707			10,500
	Reserves not currently deductible			73,702			94,277
	Other			65,004			42,678
				239,751			229,508
	Valuation allowance			(45,253	)		(44,756	)
		Total deferred tax assets		194,498			184,752
Deferred tax liabilities:
	Depreciation			38,150			46,210
	Other			11,844			19,789
		Total deferred tax liabilities		49,994			65,999
	Net deferred tax assets		$	144,504		$	118,753

75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

NOTE 16 — INCOME TAXES (CONTINUED)

Reconciliation of income tax expense (benefit) using the statutory rate and actual income tax exposure is as follows:

	2003			2002			2001
Income tax expense (benefit) at statutory rate	$	70,293		$	(68,714	)	$	34,522
State and local income taxes, net of federal tax benefit		6,540			(6,386	)		3,286
Contested liability — COLI		—			—			143,581
Deferred capital loss carryforward		—			—			11,394
Foreign differences		(456	)		2,153			(6,790	)
Other		3,355			(1,067	)		5,313
Income tax at effective tax rate	$	79,732		$	(74,014	)	$	191,306

Income taxes paid (refunded) were $169,792 in 2003, $(25,564) in 2002 and $(18,174) in 2001. Income tax payments for 2003 include payments for adjustments relating to the Corporation’s corporate-owned life insurance program (COLI).

Deferred taxes have not been provided on approximately $122,980 of undistributed earnings of foreign subsidiaries since substantially all of these earnings are necessary to meet their business requirements. It is not practicable to calculate the deferred taxes associated with these earnings; however, foreign tax credits would be available to reduce federal income taxes in the event of distribution.

At February 28, 2003, the Corporation had approximately $74,878 of foreign operating loss carryforwards, of which $53,605 have no expiration dates and $21,273 have expiration dates ranging from 2004 through 2013. In addition, the Corporation has domestic net operating loss (NOL), foreign tax credit (FTC) and alternative minimum tax (AMT) credit carryforwards of approximately $76,606, $3,401 and $944, respectively. The NOL carryforwards expire between 2009 and 2023. The FTC carryforward will expire in 2008. The AMT credit carryforward has no expiration.

Included in income tax expense in 2001 was a charge for $143,581 for tax exposure for the fiscal years ended 1992 through 1999 relating to COLI. The Corporation has reached a final negotiated settlement with the IRS for these years. The Corporation’s existing tax liabilities are sufficient to absorb the remaining settlement amounts and all related obligations for all open years.

76

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Thousands of dollars except per share amounts

The following is a summary of the unaudited quarterly results of operations for the years ended February 28, 2003 and 2002:

	Quarter Ended
	May 31		Aug 31			Nov 30		Feb 28
Fiscal 2003
Net sales	$	484,230	$	396,913		$	588,811	$	525,906
Gross profit		297,716		203,329			303,524		309,520
Net income (loss)		44,501		(15,785	)		46,992		45,398
Earnings (loss) per share		0.68		(0.24	)		0.71		0.70
Earnings (loss) per share — assuming dilution		0.60		(0.24	)		0.62		0.60

	Quarter Ended
	May 31			Aug 31			Nov 30		Feb 28
Fiscal 2002
Net sales	$	394,244		$	395,112		$	575,881	$	562,109
Gross profit		161,417			212,241			283,919		332,768
Restructure charges		52,925			—			—		3,790
Net (loss) income		(80,096	)		(35,716	)		6,625		(13,123	)
(Loss) earnings per share (1)		(1.26	)		(0.56	)		0.10		(0.20	)
(Loss) earnings per share — assuming dilution (1)		(1.26	)		(0.56	)		0.10		(0.20	)

In quarters where the Corporation incurs a net loss, the Corporation does not calculate a dilutive effect on earnings (loss) per share. Therefore, the sum of the quarterly earnings (loss) per share — assuming dilution may not equal the annual totals.

(1) In accordance with the non-amortization provisions of SFAS No. 142 (see Note 8), the Corporation eliminated the amortization of goodwill in 2003. The pro forma effect of applying the non-amortization provisions of SFAS No. 142 for each of the quarters in 2002 would have been to decrease amortization expense by approximately $3,031 for the quarter ended May 31, 2001; $2,647 for the quarter ended August 31, 2001; $3,799 for the quarter ended November 30, 2001; and $2,912 for the quarter ended February 28, 2002, and would have resulted in (loss) earnings per share and (loss) earnings per share — assuming dilution of $(1.23), $(0.53), $0.14 and $(0.18), for each respective quarter.

77

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
American Greetings Corporation

We have audited the accompanying consolidated statement of financial position of American Greetings Corporation as of February 28, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended February 28, 2003. Our audits also included the financial statement schedule listed in the Index at Item 16. These financial statements and schedule are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Greetings Corporation at February 28, 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended February 28, 2003, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Notes 1 and 8 to the consolidated financial statements, effective March 1, 2002, the Corporation adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” In addition, as discussed in Note 1 to the consolidated financial statements, effective March 1, 2000, the Corporation changed its method of accounting for certain shipments of seasonal product.

/s/ Ernst & Young LLP
Cleveland, Ohio
April 1, 2003

78

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     There were no disagreements with the Corporation’s independent auditors on accounting or financial disclosure matters within the three year period ended February 28, 2003, or in any period subsequent to such date.

PART III

Item 10. Directors and Executive Officers of the Registrant

The Corporation hereby incorporates by reference the information called for by Item 10 of Form 10-K from the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on May 19, 2003.

Item 11. Executive Compensation

The Corporation hereby incorporates by reference the information called for by Item 11 of Form 10-K from the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on May 19, 2003.

79

Item 12. Security Ownership of Certain Beneficial Owners and Management

The Corporation herby incorporates by reference the information called for by Item 12 of Form 10-K regarding security ownership of certain beneficial owners and management under the captions “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” from the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on May 19, 2003.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the Corporation’s common stock that may be issued under the Corporation’s equity compensation plans as of February 28, 2003.

					Number of
					securities
	Number of				remaining available
	securities to be				for future issuance
	issued upon		Weighted-average		under equity
	exercise of		exercise price of		compensation plans
	outstanding		outstanding		(excluding
	options, warrants		options, warrants		securities
Plan category	and rights		and rights		reflected in column (a)
	(a)		(b)		(c)
Equity compensation plans approved by security holders(1)		8,980,774	$	19.00		3,535,076
Equity compensation plans not approved by security holders		—		N/A		—
Total		8,980,774	$	19.00		3,535,076

(1)	Column (a) represents the number of shares of common stock that may be issued in connection with the exercise of outstanding stock options granted under the Corporation’s Stock Option Plans.
	Column (b) is the weighted-average exercise price of outstanding stock options; excludes restricted stock and deferred compensation share units.
	Column (c) includes 3,001,871 Class A shares and 533,205 Class B shares.

Item 13. Certain Relationships and Related Transactions

The Corporation hereby incorporates by reference the information called for by Item 13 of Form 10-K from the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on May 19, 2003.

80

Item 14. Controls and Procedures

As of February 28, 2003, an evaluation was performed under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on that evaluation, the Corporation’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Corporation’s disclosure controls and procedures were effective as of February 28, 2003. There have been no significant changes in the Corporation’s internal controls or in other factors that could significantly affect internal controls subsequent to February 28, 2003.

Item 15. Principal Accountant Fees and Services

The Corporation hereby incorporates by reference the information called for by Item 15 of Form 10-K from the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on May 19, 2003.

(Next item is Part IV)

81

PART IV

Item 16. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)
1.	Financial Statements included in Part II of this report:

Consolidated Statement of Operations - Years ended February 28, 2003, 2002 and 2001

Consolidated Statement of Financial Position - February 28, 2003 and 2002

Consolidated Statement of Cash Flows - Years ended February 28, 2003, 2002 and 2001

Consolidated Statement of Shareholders’ Equity - Years ended February 28, 2003, 2002 and 2001

Notes to Consolidated Financial Statements - Years ended February 28, 2003, 2002 and 2001

Quarterly Results of Operations (Unaudited)

Report of Independent Auditors

2. Exhibits required by Item 601 of Regulation S-K:

(3) Articles of Incorporation and By-laws

(i)	Amended Articles of Incorporation of the Registrant
	This Exhibit has been previously filed as an Exhibit to the Registrant’s 10-K Annual Report for the Fiscal year ended February 28, 1999, and is incorporated herein by reference.
(ii)	Amended Regulations of the Registrant
	This Exhibit has been previously filed as an Exhibit to the Registrant’s 10-K Annual Report for the Fiscal year ended February 28, 1999, and is incorporated herein by reference.

82

PART IV — Continued

(4) Instruments Defining the Rights of Security Holders, including indentures

(i)	Trust Indenture, dated as of July 27, 1998
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the year ended February 28, 1999, and is incorporated herein by reference.
(ii)	Credit Agreement dated August 7, 2001, among the Registrant, National City Bank, Goldman Sachs Credit Partners L.P., Keybank National Association and certain named financial institutions as lenders.
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the year ended February 28, 2002, and is incorporated herein by reference.
(iii)	Indenture dated as of June 29, 2001 between the Registrant, as issuer, and The Huntington National Bank, as Trustee, with respect to the Registrant’s 11.75% Senior Subordinated Notes due 2008.
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-4 Registration Statement (Registration No. 333-68536) dated August 28, 2001, and is incorporated herein by reference.
(iv)	Indenture dated as of June 29, 2001 between the Registrant, as issuer, and National City Bank, as Trustee, with respect to the registrant’s 7.00% Convertible Subordinated Notes due July 15, 2006.
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-3 Registration Statement (Registration No. 333-68526) dated August 28, 2001, and is incorporated herein by reference.
(v)	Receivables Purchase Agreement dated as of August 7, 2001, among AGC Funding Corporation, the Registrant, Market Street Funding Corporation and PNC Bank, National Association.
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the year ended February 28, 2002, and is incorporated herein by reference.

(10) Material Contracts

(i) (A)	(i)	Officers’ contracts *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the fiscal year ended February 28, 1999, and is incorporated herein by reference.

83

PART IV — Continued

(ii) (A)	(i)	Shareholders’ Agreement dated November 19, 1984 *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 2002, and is incorporated herein by reference.
	(ii)	Executive Bonus Plan *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 2002, and is incorporated herein by reference.
	(iii)	Executive Incentive Compensation Plan (as Amended and Restated as at March 6, 1989) *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 2002, and is incorporated herein by reference.
	(iv)	Executive Deferred Compensation Plan *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 1999, and is incorporated herein by reference.
	(v)	1982 Incentive Stock Option Plan *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-8 Registration Statement (Registration No. 2-84911) dated July 1, 1983, and is incorporated herein by reference.
	(vi)	1985 Incentive Stock Option Plan *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-8 Registration Statement (Registration No. 33-975) dated November 7, 1985, and is incorporated herein by reference.
	(vii)	Supplemental Executive Retirement Plan *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 1999, and is incorporated herein by reference.

84

PART IV — Continued

(viii)	1987 Class B Stock Option Plan *
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-8 Registration Statement (Registration No. 33-16180) dated July 31, 1987, and is incorporated herein by reference.
(ix)	Stock Option Agreement with Morry Weiss dated January 25,1988 *
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 2002, and is incorporated herein by reference.
(x)	1992 Stock Option Plan *
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-8 Registration Statement (Registration No. 33-58582) dated February 22,1993, and is incorporated herein by reference.
(xi)	CEO and Named Executive Officers Compensation Plan *
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 2001, and is incorporated herein by reference.
(xii)	1995 Director Stock Plan *
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-8 Registration Statement (Registration No. 33-61037) dated July 14, 1995, and is incorporated herein by reference.
(xiii)	1996 Employee Stock Option Plan *
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-8 Registration Statement (Registration No. 33-08123) dated July 15, 1996, and is incorporated herein by reference.
(xiv)	1997 Equity and Performance Incentive Plan *
	This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 2002, and is incorporated herein by reference.

85

PART IV — Continued

	(xv)	Employment Agreement dated as of September 25, 2001 between James C. Spira and the Registrant *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form S-8 Registration Statement (Registration No. 333-75696) dated December 21, 2001, and is incorporated herein by reference.
	(xvi)	Employment Agreement dated as of March 27, 2002 between William S. Meyer and the Registrant *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 2002, and is incorporated herein by reference.
	(xvii)	Employment Agreement dated as of March 1, 2001 between William R. Mason and the Registrant *
		This Exhibit has been previously filed as an Exhibit to the Registrant’s Form 10-K Annual Report for the Fiscal Year ended February 28, 2002, and is incorporated herein by reference.
	(xviii)	Employment Agreement dated as of October 17, 2002 between Michael Goulder and the Registrant *
	(xix)	Employment Agreement dated as of August 28, 2002 between Robert Ryder and the Registrant *
	(xx)	Employment Agreement dated as of May 6, 2002 between Erwin Weiss and the Registrant *
	(xxi)	Employment Agreement dated as of September 9, 2002 between Steven Willensky and the Registrant *
	(xxii)	Agreement dated as of April 8, 2003 between Jon Groetzinger, Jr. and the Registrant *
	(xxiii)	Severance Agreement dated as of September 1, 2002 between Patricia Ripple and the Registrant
	(xxiv)	Separation Agreement dated as of October 15, 2002 between Dale A. Cable and the Registrant
	(xxv)	Employment Agreement dated as of May 30, 2001 between Pamela L. Linton and the Registrant *
(iii) (A)	(i)	Agreement to defer stock option gains with Morry Weiss dated December 15, 1997 *

86

PART IV — Continued

(21)	Subsidiaries of the Registrant
(23)	Consent of Independent Auditors
(99.1)	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Executive Compensation Plans and Arrangements

The Corporation’s executive compensation plans and arrangements are listed under Exhibit 10 hereof and marked by an asterisk (*).

87

PART IV — Continued

(b)	Reports on Form 8-K
	During the fiscal quarter ended February 28, 2003, the last quarter of the period covered by this report on Form 10-K, the Corporation filed one current report on Form 8-K, as follows:
	On December 26, 2002, the Corporation filed Form 8-K with the Securities and Exchange Commission. This filing reported James C. Spira, President, Chief Operating Officer and Director of the Corporation, entered into a four-year trading plan complying with Rule 10b5-1, and the Corporation’s insider trading policy. Pursuant to the plan, Mr. Spira has instructed his broker to sell a maximum of 218,333 of the Corporation’s Class A Common Shares (the “Shares”) in specified numbers of Shares, as the Share market price rises above or falls below specified levels. The number of Shares eligible for sale under the plan will be adjusted to reflect stock dividends, splits and similar adjustments. The plan expires on March 31, 2006, and may be modified or canceled only in writing.
	Subsequent to the end of the fiscal year ended February 28, 2003, but prior to the date of filing of this report on Form 10-K, the Corporation filed two current reports on Form 8-K, as follows:
	On April 3, 2003, the Corporation filed Form 8-K with the Securities and Exchange Commission. This filing reported that the Corporation had reported its results for the fourth quarter and year ended February 28, 2003. The earnings release was furnished as an Exhibit to the Form 8-K.
	On April 16, 2003, the Corporation filed Form 8-K with the Securities and Exchange Commission. This filing reported that the Corporation had announced that it had paid the entire $118 million outstanding amount of its term loan due June 2006. The press release was furnished as an Exhibit to the Form 8-K.
	On May 23, 2003, the Corporation filed Form 8-K with the Securities and Exchange Commission. This filing reported that the Corporation had issued a press release to reaffirm its previously announced earnings estimate for its fiscal year ending February 29, 2004, to provide first-quarter earnings estimates, to set the date and time of its first-quarter earnings release and to announce its presentation at the Goldman Sachs Consumer Products Conference. The press release was furnished as an Exhibit to the Form 8-K.

88

PART IV — Continued

(c)	Exhibits listed in Item 16 (a) 3. are included herein or incorporated herein by reference.
(d)	Financial Statement Schedules
	The response to this portion of Item 16 is submitted below.

3.	Financial Statement Schedules
	Included in Part IV of the report: Schedule II — Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN GREETINGS CORPORATION                              (Registrant)
Date: May 29, 2003	By:	/s/ Jon Groetzinger, Jr.
		Jon Groetzinger, Jr. Secretary

89

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

SIGNATURE	TITLE		DATE
/s/ Morry Weiss Morry Weiss	Chairman of the Board; Chief Executive Officer; Director	) ) )
		)
/s/ James C. Spira James C. Spira	President; Chief Operating Officer; Director	) ) )
		)
/s/ Scott S. Cowen Scott S. Cowen	Director	) ) )
		)
/s/ Stephen R. Hardis Stephen R. Hardis	Director	) ) )
		)
/s/ Charles Ratner Charles Ratner	Director	) ) )
		)
/s/ Harry H. Stone Harry H. Stone	Director	) ) )	May 29, 2003
		)
/s/ Harriet Mouchly-Weiss Harriet Mouchly-Weiss	Director	) ) )
		)
/s/ Jack Kahl Jack Kahl	Director	) ) )
		)
/s/ Jerry Sue Thornton Jerry Sue Thornton	Director	) ) )
		)
		)
/s/ Robert P. Ryder Robert P. Ryder	Senior Vice President; Chief Financial Officer (principal financial officer)	) ) )
		)
/s/ Joseph B. Cipollone Joseph B. Cipollone	Vice President; Corporate Controller (principal accounting officer)	) ) )

90

Certifications of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and
Item 307 of Regulation S-K

I, Morry Weiss, certify that:

1.	I have reviewed this annual report on Form 10-K of American Greetings Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of American Greetings Corporation as of, and for the periods presented in this annual report;
4.	American Greetings Corporation’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for American Greetings Corporation and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to American Greetings Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	evaluated the effectiveness of American Greetings Corporation’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. American Greetings Corporation’s other certifying officers and I have disclosed, based on our most recent evaluation, to American Greetings Corporation’s auditors and the audit committee of American Greetings Corporation’s board of directors:

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect American Greetings Corporation’s ability to record, process, summarize and report financial data and have identified for American Greetings Corporation’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in American Greetings Corporation’s internal controls; and

6. American Greetings Corporation’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

May 29, 2003	/s/ Morry Weiss
	Morry Weiss Chairman Chief Executive Officer

91

Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and
Item 307 of Regulation S-K

I, Robert P. Ryder, certify that:

1.	I have reviewed this annual report on Form 10-K of American Greetings Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of American Greetings Corporation as of, and for the periods presented in this annual report;
4.	American Greetings Corporation’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for American Greetings Corporation and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to American Greetings Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	evaluated the effectiveness of American Greetings Corporation’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. American Greetings Corporation’s other certifying officers and I have disclosed, based on our most recent evaluation, to American Greetings Corporation’s auditors and the audit committee of American Greetings Corporation’s board of directors:

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect American Greetings Corporation’s ability to record, process, summarize and report financial data and have identified for American Greetings Corporation’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in American Greetings Corporation’s internal controls; and

6. American Greetings Corporation’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

May 29, 2003	/s/ Robert P. Ryder
	Robert P. Ryder Senior Vice President Chief Financial Officer

92

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
AMERICAN GREETINGS CORPORATION AND SUBSIDIARIES
(In thousands of dollars)

COLUMN A			COLUMN B		COLUMN C					COLUMN D			COLUMN E
					ADDITIONS
			Balance		(1)		(2)						Balance
			at Beginning		Charged to Costs		Charged to Other						at End
Description			of Period		and Expenses		Accounts-Describe			Deductions-Describe			of Period
Year ended February 28, 2003:
	Deduction from asset account:
		Allowance for doubtful accounts	$	34,856	$	13,667	$	2,239	(A)	$	15,167	(B)	$	35,595
		Allowance for sales returns	$	102,265	$	316,953	$	2,678	(A)	$	335,578	(C)	$	86,318
		Allowance for other assets	$	34,900	$	32,500	$	0		$	31,300		$	36,100
Year ended February 28, 2002:
	Deduction from asset account:
		Allowance for doubtful accounts	$	47,968	$	21,594	$	1,558	(A)	$	36,264	(B)	$	34,856
		Allowance for sales returns	$	136,831	$	306,566	$	(286	)(A)	$	340,846	(C)	$	102,265
		Allowance for other assets	$	14,900	$	20,000	$	0		$	0		$	34,900
Year ended February 28, 2001:
	Deduction from asset account:
		Allowance for doubtful accounts	$	19,245	$	24,968	$	25,002	(A)	$	21,247	(B)	$	47,968
		Allowance for sales returns	$	116,792	$	362,885	$	23,866	(A)	$	366,712	(C)	$	136,831
		Allowance for other assets	$	14,900	$	6,483	$	0		$	6,483		$	14,900

Note A:	Includes translation adjustment on foreign subsidiary balances; business unit divestitures for the year ended February 28, 2002 of $525 allowance for doubtful accounts and $269 allowance for sales returns; business unit acquisitions for the year ended February 28, 2001 of $21,842 allowance for doubtful accounts and $26,460 allowance for sales returns; and other reclasses and adjustments.
Note B:	Accounts charged off, less recoveries.
Note C:	Sales returns charged to the allowance account for actual returns for the year.

S - 1 EX-10.II.A.XVIII 3 l01173aexv10wiiwawxviii.txt EXHIBIT 10(II)(A)(XVIII) EXHIBIT 10 (ii) (A) (xviii) October 17,2002 Mr. Michael Goulder Dear Mike, We are pleased to extend to you an offer of employment with American Greetings as Executive Operations Officer, reporting to me. We have agreed that, if you accept this offer, you will begin with us on a date that we will mutually determine. The terms of this offer are that you will: 1. receive a base salary of $330,000 annually (less appropriate withholdings and deductions); this salary will be reviewed six months after you begin employment, and may be adjusted, as appropriate; the salary will be reviewed annually thereafter, and may be increased based on your performance; 2. participate in the Key Management Annual Incentive Plan at the Senior Vice President level (35% target payout for business unit performance and 35% target payout for Corporate performance, with the payouts increased or decreased from target based on actual business unit, corporate and individual performance); the payout from this Plan for this fiscal year, if any, will be based on your actual base salary earnings for the fiscal year; the details of the Plan are described in the enclosed booklet, which is hereby incorporated into this letter;. 3. participate in the American Greetings Stock Option Plan at the Senior Vice President level: A) 20,000 options on American Greetings Class A Common Stock will be granted within 30 days of the date you begin your employment with American Greetings; the grant price will be the closing price of the stock on the date of grant: o 15,000 of these options shall vest one year from the date of grant; o 5,000 of these options shall vest two years from the date of grant. B) 10,000 additional options will be granted annually thereafter (the size of these grants may be increased or decreased based an individual performance; the actual grant date shall be the date approved by the Board of Directors for the general grant to all employees): o 5,000 options from each grant will vest one year from the date of the grant; o 5,000 options from each grant will vest two years from the date of the grant. C) if you separate from American Greetings before the vesting of any of these options, you will forfeit any unvested options, except as provided under Paragraph 8 below. D) the details of this Plan are described in the enclosed booklet, which is hereby incorporated into this letter; where the terms of the Plan and the terms of this letter specifically differ, the terms of this letter prevail. 4. receive a supplemental grant of 40,000 stock options on American Greetings Class A Common Stock: o the grant will be made within 30 days of your employment date; the grant price will be the closing price of the stock on the date of grant; o all 40,000 options will vest four years from the date of grant; however: o if the American Greeting stock price closes at or above $30 per share on any day prior to the vesting date, one quarter of these options (10,000) will vest immediately; o if the American Greetings stock price closes at or above $35 per share on any day prior to the vesting date, a second quarter (10,000) of these options will vest immediately; o if the American Greetings stock price closes at or above $40 per share on any day prior to the vesting date, a third quarter (10,000) of these options will vest immediately; o if the American Greetings stock price closes at or above $45 per share on any day prior to the vesting date, the final quarter (10,000) of these options will vest immediately; o If you separate from American Greetings before the vesting of any or all of these options, you will forfeit any unvested options, except as provided under Paragraph 8 below. 5. be eligible to participate in the American Greetings flexible benefits program, which includes such benefits as health care, disability and life insurance; an overview of this program is described in the enclosed Benefits-at-a-Glance booklet. 6. be eligible to participate in the American Greetings Retirement Profit Sharing and Savings Plan; the details of this Plan are described in the enclosed booklet and Summary Plan Description. 7. receive other benefits normally provided to Senior Vice Presidents, such as the personal use of a company automobile, and additional company paid life, AD&D and personal liability insurances; the details of these benefits as currently provided are described in the enclosed Executive Benefits booklet. 8. be granted severance if: (a) you are involuntarily separated for reasons other than a gross violation of your obligation to the Corporation; a gross violation is defined as termination as a result of your personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations and similar offenses) or final cease-and-desist order, or other behavior or actions that a reasonable person would conclude evidences moral turpitude; (b) your duties are reduced to such a level that your role is clearly not that of a Senior Vice President; (c) there is a change of control in the ownership of the Corporation; (d) severance granted under any of these circumstances shall be instead of, and not in addition to, any severance or separation benefits normally granted to officers; the severance granted under these circumstances will be: (1) 12 months of base salary continuation at the rate in effect at the time you are separated (which, for the purpose of calculating such severance, will be no less than $330,000 annually); (2) continued participation in the Incentive Plan at your job level at the time of separation, for the fiscal year in which you separate if, at the time of your separation, you have completed at least six months of active employment in that fiscal year (the payout ,if any, shall be based on the actual payout percentage earned under your plan in that fiscal year, individual performance at no less than Tier 3, and your actual base salary earnings earned in that fiscal year up to your separation date); payment of the incentive, if any, shall occur with the payment of incentives to other Plan participants; (3) continued vesting of any stock options that would otherwise vest during the 12 month severance period, as if you were an active employee; you may exercise any vested options for up to 90 days after the end of the 12 month severance period; (4) continued use of your company provided car for 90 days after your separation date; (5) participation in the company's health care and life insurance programs for the 12 month severance period, as if you were an active employee. We both agree that, within 60 days of your beginning with American Greetings, we will discuss and agree on an employment agreement that sets forth in detail the provisions described in this offer letter, and any other terms and conditions that we both agree are reasonable. We agree that this agreement shall contain non-compete and confidentiality provisions, and shall include a specific provision for mediating and arbitrating any disputes concerning the agreement. A draft of that agreement is enclosed. Mike, congratulations. We believe that you can make significant contributions to our efforts. We look forward to your acceptance of this offer. Very truly yours, Jeff Weiss Executive Vice President American Greetings encls. cc: Morry Weiss Jim Spira Agreed and Accepted: /s/ Michael Goulder 10-17-02 - ------------------------------- Michael Goulder Date EX-10.II.A.XIX 4 l01173aexv10wiiwawxix.txt EXHIBIT 10(II)(A)(XIX) EXHIBIT 10 (ii) (A) (xix) ZEV WEISS EXECUTIVE VICE PRESIDENT AG VENTURES & ENTERPRISE MANAGEMENT AMERICAN GREETINGS ONE AMERICAN ROAD CLEVELAND, OHIO 44144-2398 216/252-7300 - FAX 216/252-6777 August 28, 2002 Mr. Robert P. Ryder Dear Bob, We are pleased to extend to you a revised offer of employment with American Greetings as Senior Vice President, Chief Financial Officer for American Greetings, reporting to me. You will have responsibility for the Corporation's Treasury, Controller, Financial Administration and Retailer Financial Services functions. We have agreed that you will begin with us on September 3,2002, and will assume full responsibilities as Chief Financial Officer with the departure of Bill Meyer, shortly after the end of the second quarter of FY 2003. The terms of this offer are that you will: 1. receive a base salary of $300,000 annually (less appropriate withholdings and deductions); six months after you begin employment, your salary will be reviewed and compared to both comparable internal positions and to CFO positions at other comparable employers, and may be adjusted, as appropriate; the salary will be reviewed annually thereafter, and may be increased based on your performance; 2. participate in the Key Management Annual Incentive Plan at the Senior Vice President level (35% target payout for business unit performance and 35% target payout for Corporate performance, with the payouts increased or decreased from target based on actual business unit, corporate and individual performance); the payout from this Plan for this fiscal year, if any, will be based on your actual base salary earnings for the fiscal year; the details of the Plan are described in the enclosed booklet, which is hereby incorporated into this letter; 3. participate in the American Greetings Stock Option Plan at the Senior Vice President level: A) 20,000 options on American Greetings Class A Common Stock will be granted within 30 days of the date you begin your employment with American Greetings; the grant price will be the closing price of the stock on the date of grant: o 15,000 of these options shall vest one year from the date of grant; o 5,000 of these options shall vest two years from the date of grant. B) 10,000 additional options will be granted annually thereafter (the size of these grants may be increased or decreased based on individual performance; the actual grant date shall be the date approved by the Board of Directors for the general grant to all employees): o 5,000 options from each grant will vest one year from the date of the grant; Mr. Robert Ryder Page 2 o 5,000 options from each grant will vest two years from the date of the grant. C) if you separate from American Greetings before the vesting of any of these options, you will forfeit any unvested options, except as provided under Paragraph 8 below. D) the details of this Plan are described in the enclosed booklet, which is hereby incorporated into this letter; where the terms of the Plan and the terms of this letter specifically differ, the terms of this letter prevail. 4. receive a supplemental grant of 40,000 stock options on American Greetings Class A Common Stock: o the grant will be made within 30 days of your employment date; the grant price will be the closing price of the stock on the date of grant; o all 40,000 options will vest four years from the date of grant; however: o if the American Greeting stock price closes at or above $30 per share on any day prior to the vesting date, one quarter of these options (10,000) will vest immediately; o if the American Greetings stock price closes at or above $35 per share on any day prior to the vesting date, a second quarter (10,000) of these options will vest immediately; o if the American Greetings stock price closes at or above $40 per share on any day prior to the vesting date, a third quarter (10,000) of these options will vest immediately; o if the American Greetings stock price closes at or above $45 per share on any day prior to the vesting date, the final quarter (10,000) of these options will vest immediately; o If you separate from American Greetings before the vesting of any or all of these options, you will forfeit any unvested options, except as provided under Paragraph 8 below. 5. be eligible to participate in the American Greetings flexible benefits program, which includes such benefits as health care, disability and life insurance; an overview of this program is described in the enclosed Benefits-at-a-Glance booklet. 6. be eligible to participate in the American Greetings Retirement Profit Sharing and Savings Plan; the details of this Plan are described in the enclosed booklet and Summary Plan Description. 7. receive other benefits normally provided to Senior Vice Presidents, such as the personal use of a company automobile, and additional company paid life, AD&D and personal liability insurances; the details of these benefits as currently provided are described in the enclosed Executive Benefits booklet. Mr. Robert Ryder Page 3 8. be granted severance if: (a) you are involuntarily separated for reasons other than a gross violation of your obligation to the Corporation; a gross violation is defined as termination as a result of your personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations and similar offenses) or final cease-and-desist order, or other behavior or actions that a reasonable person would conclude evidences moral turpitude; (b) your duties are reduced to such a level that your role is clearly below the level you held prior to the reduction; (c) there is a change of control in the ownership of the Corporation; severance granted under any of these circumstances shall be instead of, and not in addition to, any severance or separation benefits normally granted to officers; the severance granted under these circumstances will be: (1) 12 months of base salary at the rate in effect at the time you are separated (which, for these purposes, will be no less than $300,000 annually); (2) continued participation in the Incentive Plan at your job level at the time of separation, for the fiscal year in which you separate if, at the time of your separation, you have completed at least six months of active employment in that fiscal year (the payout, if any, shall be based on the actual payout percentage earned under your plan in that fiscal year, individual performance at no less than Tier 3, and your actual base salary earnings earned in that fiscal year up to your separation date; payment of the incentive, if any, shall occur with the payment of incentives to other Plan participants; (3) continued vesting of any stock options that would otherwise vest during the 12 month severance period; as if you were an active employee; (4) continued use of your company provided car for 90 days after your separation date; (5) participation in the company's health care and life insurance programs for the 12 month severance period, as if you were an active employee. 9. be eligible for certain relocation benefits, as described in the enclosed Associate-on-the-Move Policy; the highlights are: (a) guaranteed sale of your principal residence in Dallas at fair market value; (b) if your home sells within 60 days, a cash amount equal to 3% of the sale price, to be used to defray the expenses of buying a new home in the Cleveland area; (c) real estate commission and other regular expenses incurred with the sale of your principal residence in Dallas; (d) reasonable temporary living expenses for you and your family in the Cleveland area, for up to 6 months; Mr. Robert Ryder Page 4 (e) travel expenses for no more than five trips to Cleveland for you and your wife to search for a new home; (f) travel expenses for a reasonable number of "commuting" trips for you between Cleveland and Dallas, until your family has relocated to the Cleveland area; (g) moving your household goods from your principal residence to the Cleveland area; (h) a payment for miscellaneous expenses; if the reimbursement under paragraph 9 (d) above is for more than 3 months, this miscellaneous expense reimbursement shall be an amount equal to one month of your base salary; if the reimbursement under paragraph 9 (d) above is for 3 months or less, this miscellaneous expense reimbursement shall be an amount equal to two months of your base salary; (i) tax gross-up for those payments and reimbursements set forth above which must be declared as taxable income to you. A copy of the Associate-on-the-Move Policy is included, and is hereby incorporated into this letter. We both agree that, within 60 days of your beginning with American Greetings, we will discuss and agree on an employment agreement that sets forth in detail the provisions described in this offer letter, and any other terms and conditions that we both agree are reasonable. We agree that this agreement shall contain non-compete and confidentiality provisions, and shall include a specific provision for arbitrating any disputes concerning the agreement. A draft of that agreement is enclosed. This letter supercedes the previous offer letter to you dated August 15, 2002. Bob, congratulations. We believe that you can make significant contributions to our efforts. We look forward to your acceptance of this offer. Very truly yours, /s/ Zev Weiss Zev Weiss Executive Vice President American Greetings encls. cc: Morry Weiss Jim Spira Agreed and Accepted: /s/ Robert Ryder - ------------------------ Robert Ryder Date EX-10.II.A.XX 5 l01173aexv10wiiwawxx.txt EXHIBIT 10(II)(A)(XX) Exhibit (10)(ii)(A)(xx) DATE: May 6, 2002 ERWIN WEISS EMPLOYMENT CONTRACT 1. Title will be Senior Vice President. 2. Base salary will be: $350,000 effective April 1, 2002 $375,000 effective April 1, 2003 $400,000 effective April 1, 2004 o assumes he is employed at each effective date 3. If Erwin Weiss separates from AG, either voluntarily or involuntarily, AG will grant him $250,000 in deferred compensation. 4. If he separates from AG, either voluntarily or involuntarily, he will be granted three years of base salary continuation, and health care at the employee deduction rate, as severance; the salary continuation will be at the rate in effect at the time of separation, and will not increase, except as described in #5 below. 5. If he is involuntarily separated before March 2005, for purposes of determining his severance, his base salary will increase by $50,000 from the amount in effect at the time of his separation. POSITION: o Full time internal consultant in addition to ongoing responsibility for operating activity. DUTIES: o Work on any project, process improvement, study that is needed. REPORTING: o To the CEO or EVP's of American Greetings Corporation. STATUS: o Full Senior VP. COMPENSATION: o April 02 - 350K base o April 03 - 375K base ~ compensation schedule only if employed at each date of increase o April 04 - 400K base BONUS: o 100% of bonus for Senior V.P. minimum, based on American Greetings Corporation achieving its Annual Plan. STOCK OPTIONS: o 100% Senior V.P. minimum. FULL BENEFITS: o Accorded the Senior V.P. position. ADJUSTMENTS TO EMPLOYMENT CONTRACT: o Severance will be paid on either termination or resignation. o The $250K that is part of employment agreement should be amended to read it will be paid either on termination or resignation. The $50K per annum salary adjustment that is effective as of March 2005 will be added to the base salary if employment agreement is triggered by termination. AMERICAN GREETINGS CORPORATION ERWIN WEISS By: /s/ Zev Weiss /s/ Erwin Weiss ----------------------------- ---------------------------- Zev Weiss Executive Vice President EX-10.II.A.XXI 6 l01173aexv10wiiwawxxi.txt EXHIBIT 10(II)(A)(XXI) EXHIBIT 10 (ii) (A) (xxi) JEFFREY WEISS EXECUTIVE VICE PRESIDENT AMERICAN GREETINGS ONE AMERICAN ROAD CLEVELAND, OHIO 44144-2398 216/252-7300 - FAX 216/252-6777 September 9, 2002 Mr. Steven S. Willensky Dear Steve, We are pleased to extend to you a revised offer of employment with American Greetings as Senior Vice President, Executive Sales and Marketing Officer for the North American Greeting Card Division, reporting to me. We have agreed that you will begin with us on August 26,2002. The terms of this offer are that you will: 1. receive a base salary of $335,000 annually (less appropriate withholdings and deductions); this salary will be reviewed six months after you begin employment, and then annually thereafter, and may be increased based on your performance; 2. participate in the Key Management Annual Incentive Plan at the Senior Vice President level (35% target payout for business unit performance and 35% target payout for Corporate performance, with the payouts increased or decreased from target based on actual business unit, corporate and individual performance); the details of the Plan are described in the enclosed booklet, which is hereby incorporated into this letter; 3. participate in the American Greetings Stock Option Plan at the Senior Vice President level: A) 20,000 options on American Greetings Class A Common Stock will be granted within 30 days of the date you begin your employment with American Greetings; the grant price will be the closing price of the stock on the date of grant: o 15,000 of these options shall vest one year from the date of grant; o 5,000 of these options shall vest two years from the date of grant. B) 10,000 additional options will be granted annually thereafter (the size of these grants may be increased or decreased based on individual performance; the actual grant date shall be the date approved by the Board of Directors for the general grant to all employees): o 5,000 options from each grant will vest one year from the date of the grant; o 5,000 options from each grant will vest two years from the date of the grant. C) if you separate from American Greetings before the vesting of any of these options, you will forfeit any unvested options, except as provided under Paragraph 8 below. Mr. Steven Willensky Page 2 D) the details of this Plan are described in the enclosed booklet, which is hereby incorporated into this letter; where the terms of the Plan and the terms of this letter specifically differ, the terms of this letter prevail. 4. receive a supplemental grant of 40,000 stock options on American Greetings Class A Common Stock: o the grant will be made within 30 days of your employment date; the grant price will be the closing price of the stock on the date of grant; o all 40,000 options will vest four years from the date of grant; however: o if the American Greeting stock price closes at or above $30 per share on any day prior to the vesting date, one quarter of these options (10,000) will vest immediately; o if the American Greetings stock price closes at or above $35 per share on any day prior to the vesting date, a second quarter (10,000) of these options will vest immediately; o if the American Greetings stock price closes at or above $40 per share on any day prior to the vesting date, a third quarter (10,000) of these options will vest immediately; o if the American Greetings stock price closes at or above $45 per share on any day prior to the vesting date, the final quarter (10,000) of these options will vest immediately; o If you separate from American Greetings before the vesting of any or all of these options, you will forfeit any unvested options, except as provided under Paragraph 8 below. 5. be eligible to participate in the American Greetings flexible benefits program, which includes such benefits as health care, disability and life insurance; an overview of this program is described in the enclosed Benefits-at-a-Glance booklet. 6. be eligible to participate in the American Greetings Retirement Profit Sharing and Savings Plan; the details of this Plan are described in the enclosed booklet and Summary Plan Description. 7. receive other benefits normally provided to Senior Vice Presidents, such as the personal use of a company automobile, and additional company paid life, AD&D and personal liability insurances; the details of these benefits as currently provided are described in the enclosed Executive Benefits booklet. Mr. Steven Willensky Page 3 8. be granted severance if: (a) you are involuntarily separated for reasons other than a gross violation of your obligation to the Corporation; a gross violation is defined as termination as a result of your personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations and similar offenses) or final cease-and-desist order, or other behavior or actions that a reasonable person would conclude evidences moral turpitude; (b) your duties are reduced to such a level that your role is clearly not that of a Senior Vice President; (c) there is a change of control in the ownership of the Corporation; (d) severance granted under any of the circumstances described in this Paragraph 8 (a), (b) and (c) shall be instead of, and not in addition to, any severance or separation benefits normally granted to officers; the severance granted under this Paragraph 8 will be: (1) 12 months of base salary at the rate in effect at the time you are separated (which, for these purposes, will be no less than $335,000 annually); (2) continued participation in the Incentive Plan at the Senior Vice President level for the fiscal year in which you separate if, at the time of your separation, you have completed at least six months of active employment in that fiscal year (the payout, if any, shall be based on the actual payout percentage earned under your plan in that fiscal year, and your actual base salary earnings earned in that fiscal year up to your separation date;) (3) continued vesting of any stock options that would otherwise vest during the 12 month severance period; you may exercise any vested options for up to 90 days after the end of the severance period; (4) continued use of your company provided car for 90 days after your separation date; (5) participation in the company's health care and life insurance programs for the 12 month severance period, at the premiums and rates made available to active employees. 9. be eligible for certain relocation benefits, as described in the enclosed Associate-on-the-Move Policy; the highlights are: o guaranteed sale of your principal residence in Laguna Niguel at fair market value; o if your home sells within 60 days, a cash amount equal to 3% of the sale price, to be used to defray the expenses of buying a new home in the Cleveland area; o real estate commission and other regular expenses incurred with the sale of your principal residence in Laguna Niguel; Mr. Steven Willensky Page 4 o reasonable temporary living expenses for you and your family in the Cleveland area, for up to 90 days; o travel expenses for two trips to Cleveland for you and your wife to search for a new home; o moving your household goods from your principle residence to the Cleveland area; o tax gross-up for those reimbursed expenses which must be declared as taxable income to you. A copy of the Associate-on-the-Move Policy is included, and is hereby incorporated into this letter. We both agree that, within 60 days of your beginning with American Greetings, we will discuss and agree on an employment agreement that sets forth in detail the provisions described in this offer letter, and any other terms and conditions that we both agree are reasonable. We agree that this agreement shall contain non-compete and confidentiality provisions, and shall include a specific provision for arbitrating any disputes concerning the agreement. A draft of such an agreement is enclosed. This letter supercedes the previous offer letter to you dated August 19, 2002. Steve, congratulations. We believe that you can make significant contributions to our efforts. We look forward to your acceptance of this offer. Very truly yours, /s/ Jeffrey Weiss - ------------------------------------- Jeffrey Weiss Executive Vice President North American Greeting Card Division encls. cc: Morry Weiss Jim Spira Agreed and Accepted: /s/ Steven Willensky 9/12/02 - ------------------------------- Steven Willensky Date EX-10.II.A.XXII 7 l01173aexv10wiiwawxxii.txt EXHIBIT 10(II)(A)(XXII) Exhibit (10)(ii)(A)(xxii) CONFIDENTIAL AGREEMENT This Agreement ("Agreement") is made this 8th day of April 2003, between Jon Groetzinger, Jr. ("Groetzinger") and American Greetings Corporation ("AG" or "Company"). In consideration of the mutual promises contained herein, the parties agree as follows: 1. Term. This Agreement will be in effect from April 1, 2003, until March 31, 2006. 2. Position. Groetzinger is employed by AG as the Company's Senior Vice President, General Counsel and Secretary. Until September 30, 2003, Groetzinger will perform any and all duties commensurate with that position, including without limitation, assisting in the hiring of a new General Counsel and orderly transition following that hiring if the hiring occurs prior to September 30, 2003; provided he shall also be allowed to engage in outplacement and other job seeking activities during this period. 3. End of Active Employment. If not sooner terminated by AG for cause, on September 30, 2003, Groetzinger will end his active employment with AG ("End Date"), except for purposes of qualifying for, and determining contributions for, health care benefits pursuant to subparagraph 4.b.ii. below for which Groetzinger will be considered an active employee until March 31, 2006. As of the End Date, Groetzinger will not be entitled to or receive any benefits or privileges of employment or post-employment, except for those specifically provided herein. 1 4. Compensation and Benefits. a. Pre-End Date. For the period April 1, 2003, through September 30, 2003, or until Groetzinger voluntarily resigns or is terminated for cause prior to September 30, 2003, the Company will pay Groetzinger as compensation for his services: i. Annual Base. An annual base salary of $322,722.48 less payroll taxes and other withholdings; ii. Bonus. Groetzinger will be paid a (a.) FY03 bonus if one is paid generally to Senior Vice-President in enterprise management, and (b.) the "doubler" if one is paid generally to Senior Vice-Presidents in enterprise management. In calculating the bonus and doubler, the individual performance component, if any, will be calculated at the 100% of the FY03 target bonus for Senior Vice Presidents (currently these would be Tier 3 Senior Vice Presidents). The actual pay out to Groetzinger will be less payroll taxes and other withholdings; iii. Options. As of March 3, 2003, Groetzinger received a grant of 10,000 options for Class A stock. If a grant of stock options is made generally to Senior Vice Presidents between the date of this Agreement and September 30, 2003, Groetzinger will be granted such number as are granted to other Senior Vice Presidents. If the number of options granted depends in whole or in part on Groetzinger's performance, he will receive such number of options as are granted to Senior Vice Presidents who are eligible for 100% of their target 2 bonus (currently these would be Tier 3 Senior Vice Presidents); and iv. Other Benefits. The other regular benefits offered to Senior Vice Presidents, including but not limited to, health, life and disability, profit-sharing and 40l(k) benefits, 401(k) maximizer and profit-sharing restoration benefits. v. Flexible Spending Account. Groetzinger shall be permitted to use the amounts in his Flexible Spending Account for CY 2003 for reimbursement of medical expenses, as permitted by the relevant portions of the Internal Revenue Code and Regulations and the Summary Plan Description. If Groetzinger voluntarily resigns or is terminated "for cause," as defined herein, between April 1, 2003, and September 30, 2003, he will no longer receive the compensation and benefits set forth under subparagraph 4.a. as of the effective date of such resignation or termination; provided that prior to such termination "for cause," the Company shall provide Groetzinger in writing the "for cause" ground(s) and a reasonable opportunity to cure if the ground is for "gross incompetence." Groetzinger will not be deemed to have "voluntarily resigned" if AG constructively terminates him or he consents to a written request by AG to cease performing the duties and obligations of his position prior to October 1, 2003. b. Post-End Date. If Groetzinger has not voluntarily resigned or been terminated for cause before October 1, 2003, the Company will pay Groetzinger and ensure that he will participate in the following: 3 i. Salary Continuation. From October 1, 2003, through March 31, 2006, AG will pay Groetzinger a total of $806,806.20, payable in equal monthly installments of $26,893.54 by the last business day of each calendar month by direct deposit to an account designated by Groetzinger; ii. Health Care. From October 1, 2003, through March 31, 2006, AG agrees Groetzinger will qualify as an active employee for purposes of receiving the health care benefits benefits provided for in this subparagraph. During this period, AG will make available to Groetzinger, his wife and family, health care benefit alternatives comparable to those made available by AG to active associates at AG's Cleveland headquarters. For this coverage, Groetzinger will pay the full rate that would be paid by a pre-age 65 retiree who has Groetzinger's years of service including the period from October 1, 2003, through the then-current date of coverage, and Groetzinger's actual age, for the health care coverage chosen by Groetzinger. AG will pay to Groetzinger in advance this same amount, less the amount that an actively employed associate would pay for this same coverage, grossed up by 40% to cover applicable taxes. These obligations by both parties will be made as adjustments to the amounts AG is to pay Groetzinger hereunder. If these obligations cannot be satisfied by such payments, Groetzinger shall promptly pay AG the balance due. Following March 31, 2006, Groetzinger, his wife and family will be eligible to participate in a.) AG's health care plans, if any, for pre-age 65 AG retirees with Groetzinger's years of service (with such service to include the period of October 1, 2003, through March 31, 2006), and Groetzinger's 4 actual age, by paying the full amount for such coverage and b.) upon Groetzinger attaining age 65, AG's health care plans for AG retirees who are age 65 and older and who have Groetzinger's years of service (with such service to include the period of October 1, 2003, through March 31, 2006); iii. Other Plans. From October 1, 2003, through March 31, 2006, AG will allow Groetzinger to participate in umbrella and life insurance coverages afforded Senior Vice Presidents, including but not limited to, the current basic and executive life coverages, if and to the extent that any is available to Senior Vice Presidents generally, with AG paying the full cost of such coverages; and iv. Car. From October 1, 2003, until March 31, 2006, Groetzinger will be entitled to use his existing company car. During this time, AG will make all lease payments, insure the car and make material repairs, and Groetzinger will pay for all gas and other routine maintenance. On or before March 31, 2006, Groetzinger may purchase the car from AG, free and clear of all liens and encumbrances, upon payment of the lower of the then-current net wholesale market value of the car or lease buy out cost, in either case less a $500 discount. v. Stock Options Vesting and Exercisability. All options in Company stock granted prior to and on September 30, 2003, shall vest on September 30, 2003, if they have not already vested by September 30, 2003. All such vested options shall be exercisable until June 30, 2006 (i.e. the end of salary continuation plus three months). 5 vi. Profit-Sharing and Deferred Compensation Plans. Following September 30, 2003, AG shall pay Groetzinger all amounts in Groetzinger's name or attributable to him in the Employee Retirement and Profit-Sharing Plan, 401(k) Plan and Executive Deferred Compensation and "Option It" Plans and their successor plans, if any, in accordance with the terms of the plans. AG may not withhold any payment, except as required by law. c. Outplacement. From April 1, 2003, until March 31, 2004, and for additional six month increments thereafter until a.) March 31, 2006, or b.) such shorter period as is required for Groetzinger to find other full-time employment that he deems suitable in his discretion, AG will provide professional third party outplacement services to Groetzinger at its expense; provided that Groetzinger shall not be required to make an election every six months for such outplacement benefits to continue. If between October 1, 2003, and March 31, 2006, Groetzinger has materially breached the provisions in paragraphs 5. and/or 6. below, the payments and benefits set forth in paragraph 4.b.i. to 4.b.v. and 4.c. shall cease and any such future payments and benefits thereunder shall be forfeited. For there to be a material breach by Groetzinger under any provision of this Agreement, there must a final decision rendered adverse to Groetzinger under the dispute resolution procedure set forth in subparagraph 11.d. to the effect that Groetzinger has materially breached the Agreement. The compensation and benefits set forth above in subparagraphs 4.b.i.-vi and 4.c. constitute the complete list of 6 post-End Date compensation and benefits due, payable and available to Groetzinger. d. For Cause. "For cause" as used in this Agreement is defined as termination as a result of 1.) Groetzinger's personal dishonesty, gross incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material and willful violation of any law, final cease-and-desist order, rule, regulation or AG policy, in each case materially affecting AG, or 2.) Groetzinger's material breach of this Agreement. 5. Confidential and Trade Secret Information. Groetzinger acknowledges that in the course of his employment with AG, he has and will have access to confidential information and trade secrets, oral or written ("Confidential Information"), misuse or disclosure of which could adversely affect AG's business. Groetzinger agrees that he will not, either during his employment with AG or at any time thereafter, use for himself or others, or disclose or convey to others (except as is necessary in the ordinary course of his employment) any of AG's Confidential Information. This paragraph shall not prohibit disclosure of information, which has become public, unless it became public through Groetzinger's material breach of this Agreement. 6. Non-Competition; Non-Disparagement. In consideration of AG's agreement to employ Groetzinger under the terms of this Agreement, Groetzinger agrees that he will not for the following periods engage anywhere in the United States or Canada, directly or indirectly, in any business activities, either as principal, agent or consultant or through any corporation, firm or organization in which he may be an officer, director, employee, substantial shareholder, partner, member or be otherwise affiliated that are in competition with AG's businesses at such time: (i) for the period of his active employment from April 8, 2003, until 7 September 30, 2003, and (ii) during the period he may exercise stock options under paragraph 4.b.v. above. Further, Groetzinger agrees that at no time following his signing of this Agreement will he directly or indirectly disparage to a third party AG, its affiliates and subsidiaries or any of AG's directors, officers, employees, agents and representatives. 7. Conflict of Interest. Groetzinger represents and warrants that he has no interest or obligation that is inconsistent with or in conflict with this Agreement or that would prevent, limit or impair his performance of any part of this Agreement. 8. Non-disclosure. Unless required by law or agreed to in writing by the other party, neither party hereto will disclose the terms of this Agreement or discussions that occurred during its negotiation to any person, firm or corporation other than its/his outside advisors who shall be under the same non-disclosure duty. 9. Mutual General Release. In consideration of the mutual promises made herein and other valuable consideration, from March 1, 1988, to the date of this Agreement, each party hereto hereby releases, discharges, and forever holds the other harmless from any and all claims, demands or suits, known or unknown, fixed or contingent, liquidated or unliquidated, arising out of or related to AG's employment of Groetzinger, 10. Miscellaneous. a. Entire Agreement; Modifications. This Agreement constitutes the entire understanding between Groetzinger and AG relating to the subject matter contained herein and effective April 8, 2003, this Agreement supersedes any previous oral or written agreement(s) and understandings, 8 including without limitation, the employment agreement, dated April 25, 1988, between AG and Groetzinger. This Agreement may not be changed, modified, or altered without the express written consent of Groetzinger and AG. b. No Waiver. Either party's failure to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive either party of its/his rights to insist thereafter upon strict adherence to that term or any other term of this Agreement. c. Severability. If any part or section of this Agreement is found to be contrary to law or unenforceable, the remainder shall remain in force and effect. d. Governing Law; Disputes. This Agreement will be governed by and construed in accordance with the law of the State of Ohio. Any disputes regarding this Agreement that cannot be resolved amicably shall be resolved through AG's "Solutions" alternative dispute resolution program or its successor, if any, in accordance with its provisions as are in effect on April 1, 2003. If such dispute cannot be resolved through mediation under that program, it shall be resolved by binding arbitration in Cleveland in accordance with the applicable rules of the American Arbitration Association. e. Return of AG Property. Upon Groetzinger's retirement or termination, regardless of the reason, Groetzinger will promptly surrender to AG such AG property, except for his company car, as AG may request in writing that is in Groetzinger's possession including, but not limited to, all correspondence, memoranda, notes, records, reports, plans, computer printouts, reproductions, slides, electronic data, and any other papers or items, and copies thereof, received or made by Groetzinger in connection with his employment 9 with AG; provided Groetzinger may retain personal matter such as his datebooks and chronology files. 11. Review by Advisors. Groetzinger acknowledges that he has had ample opportunity to consult with his legal and financial advisors, has carefully considered this Agreement, and fully understands its provisions. He has not relied on any other representations or statements, written or oral. 12. Survival. The following paragraphs shall survive the expiration or termination of this Agreement: subparagraphs 4.b., 4.c., 4.d. and paragraphs 5, 6, 7, 8, 9, 10 and 12. AMERICAN GREETINGS JON GROETZINGER, Jr. CORPORATION BY: /s/ Zev Weiss /s/ Jon Groetzinger Jr -------------------------- ------------------------ NAME: Zev Weiss ------------------------ TITLE: Exec VP ------------------------ 10 EX-10.II.A.XXIII 8 l01173aexv10wiiwawxxiii.txt EXHIBIT 10(II)(A)(XXIII) Exhibit (10)(ii)(A)(xxiii) SEVERANCE AGREEMENT This Severance Agreement ("Agreement") is entered into between Patricia L. Ripple ("EMPLOYEE") and American Greetings Corporation, an Ohio corporation ("AG" or "Company"), on the date set forth at the signature lines below, arising out of the employment relationship between EMPLOYEE and AG. This Agreement will not become effective and irrevocably binding until seven (7) days after it is signed by EMPLOYEE. EMPLOYEE may revoke this Agreement at any time prior to the expiration of such seven (7) days. A revocation must be in writing and it must be received by the Company by the close of business on the seventh day. In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound, the parties agree as follows: 1. EMPLOYEE hereby acknowledges the elimination of her position as Senior Vice President with responsibility for Retailer Logistics. EMPLOYEE also acknowledges that she has been offered a position in another capacity. If EMPLOYEE continues working for the Company up until August 30, 2002 (or any other earlier date mutually agreed on by the EMPLOYEE and Company) , the Company agrees to provide to EMPLOYEE the benefits as described below. These benefits will be granted to EMPLOYEE as described if she voluntarily separates from the Company on any date between September 1, 2002 and August 31, 2003, or if she is involuntarily separated from the Company at any time after September 1, 2002. In either case, EMPLOYEE's last day of work shall be the "Separation Date." 2. Upon her separation from the Company and with the signing of a waiver on or about the Separation Date, prepared by the Company and identical to paragraph 9 of this agreement, EMPLOYEE will receive the following benefits from the Company: a. Severance pay of an amount equal to 30 months base salary, payable in monthly installments, less applicable deductions. If the Separation Date is before September 1, 2003, the severance pay will be based on EMPLOYEE'S base salary in effect on either June 27, 2002 or the Separation Date, whichever is greater. If the Separation Date is on or after September 1, 2003, the severance pay will be based on EMPLOYEE's base salary in effect on the Separation Date. Company reserves the right to pay any portion of the severance pay in an undiscounted lump sum, at Company's discretion; b. EMPLOYEE shall be eligible to participate in the Fiscal Year 2003 Annual Incentive Plan, as a Senior Vice President in the North American Greeting Card Division (NAGCD), with a Tier 3 or better performance evaluation; if EMPLOYEE's Separation Date is prior to February 28, 2003, and if the NAGCD business unit's actual performance is 100% or less of the business unit goal, EMPLOYEE shall be paid an incentive under this Plan equal to what she would have been paid under both the business unit and corporate components of the Plan had she still been employed on February 28, 2003, and earning a base salary equal to her base salary in effect on June 27, 2002; if the NAGCD business unit's actual performance is greater than 100% of its business unit goal, EMPLOYEE's actual incentive payment under this Plan will be the amount that would normally be paid (both business unit and corporate components) if the business unit had achieved exactly 100% of its business unit goal, plus a portion of the amount that would normally be paid (both business unit and corporate components) for achieving more than 100% of its goal; that portion will be pro-rated based on the number of full months EMPLOYEE has worked in Fiscal Year 2003; EMPLOYEE will be deemed to have earned the base salary in effect on June 27, 2002 up until February 28, 2003; in all cases, payment (if any) under the corporate component shall be based on actual corporate performance; c. If EMPLOYEE works into Fiscal Year 2004, and voluntarily separates from the Company during FY 2004, the regular terms and conditions of the Incentive Plan shall apply; d. If EMPLOYEE works into Fiscal Year 2004, or any subsequent fiscal year, and is involuntarily separated during the fiscal year, she shall be paid an annual incentive under the Plan (if any) in effect for that fiscal year at the target annual percentage for her job level, multiplied by the corporate multiplier actually earned (if any), based on her base salary actually earned in that fiscal year, up until the Separation Date; e. AG will pay for outplacement services for one year to assist EMPLOYEE in seeking employment. AG will select the service provider and will make direct payments to the service provider; f. EMPLOYEE will have continued use of EMPLOYEE's company car for 90 days after the Separation Date, at which time EMPLOYEE will return the car to AG unless EMPLOYEE exercises the option to purchase the car at a $500 incentive discount, and so notifies the Company of this decision before the end of the 90 days. g. EMPLOYEE will continue to be covered under the Company's Executive Life Insurance Plan for 30 months past the Separation Date. 3. For the purposes of vesting of stock options granted to EMPLOYEE by Company prior to the Separation Date, EMPLOYEE shall be considered to be actively employed by Company for 30 months past the Separation Date. EMPLOYEE may exercise such options up until the original expiration date set forth in the original grants. 4. If EMPLOYEE is re-employed by Company after Separation Date, in any capacity other than a temporary or part-time assignment, prior to receipt of all the severance benefits provided in paragraph 2., EMPLOYEE will forfeit any unpaid severance benefits. In the event EMPLOYEE is paid severance in a lump sum, s/he will pay back to COMPANY that amount EMPLOYEE would not have received had severance been paid out in equal installments over time, pursuant to paragraph 2(a). 5. EMPLOYEE acknowledges that as of the Separation Date EMPLOYEE will cease to be an employee of AG and thereafter will not be eligible for or receive any benefits of employment and that the only benefits EMPLOYEE will receive from AG after the Separation Date are those benefits described in paragraphs 2 and 3 above; provided, however, that this Agreement does not waive any vested benefits or any benefit the right to which was earned on or prior to the Separation Date that EMPLOYEE may be eligible to receive under any stock option plan, the Retirement Profit Sharing and Savings Plan or the Deferred Compensation Plan. These benefits shall continue as provided under those plans, through the Separation Date. 6. Notwithstanding any other provision of this Agreement, EMPLOYEE acknowledges that the benefits EMPLOYEE will receive under paragraphs 2 and 3 above are greater than those benefits EMPLOYEE would have been entitled to receive upon termination in the absence of this Agreement. 7. This Agreement is offered as part of an exit incentive or other employment termination program (the "Program"). Information concerning eligibility and selection for the Program that is required to be provided under the federal age discrimination in employment laws is enclosed with this Agreement. EMPLOYEE acknowledges receipt of the information. 8. It is agreed by EMPLOYEE that this Agreement, the benefits, including all benefits set forth in paragraphs 2 and 3 above, and all other terms of this Agreement, are each confidential information and shall not be disclosed or revealed to any person other than EMPLOYEE's attorneys, accountants, tax advisors, and immediate family members (who must be informed of and agree to be bound by the terms of this paragraph), and any governmental taxing authority. 9. With respect to any and all events arising out of or related to the employment relationship between EMPLOYEE and the Company occurring on or before the Separation Date, EMPLOYEE hereby releases and forever discharges AG, and each of its agents, officers, directors, employees, subsidiaries, divisions, affiliates, -2- successors and assigns, (collectively "AG Releasees") from any and all claims and/or causes of action, known or unknown, arising (i) from or during EMPLOYEE's employment with AG or (ii) as a result of the termination of that employment; and EMPLOYEE hereby covenants and agrees that he will not assert any such claims and/or causes of action against any AG Releasee, including but not limited to, (i) claims and/or causes of action arising under the Age Discrimination in Employment Act (29 U.S.C. Sec. 621 et seq.), (ii) claims and/or causes of action arising under federal, state or local laws, including but not limited to those prohibiting employment discrimination on the basis of race, color, national origin, religion, sex, age, disability or otherwise; (iii) claims and/or causes of action growing out of any legal restrictions on AG's right to terminate its employees, including breach of contract, discharge in violation of public policy, or promissory estoppel, or (iv)tort claims and/or causes of action, including infliction of emotional distress, defamation, libel or slander. This release will not apply to any of the following: (i) coverage of the Employee as an insured under any AG insurance with respect to third party liability claims; (ii) rights to defense or indemnification with respect to third party claims relating to the acts of Employee within the scope of his employment or as an officer; (iii) right to reimbursement for business expenses incurred prior to the Severance Date, and (iv) rights to unemployment compensation or workers compensation. 10. EMPLOYEE represents and warrants that EMPLOYEE has no interest or obligation that is inconsistent with or in conflict with this Agreement or that would prevent, limit or impair Employee's performance of any part of this Agreement. 11. EMPLOYEE agrees that in the event that EMPLOYEE materially breaches any of the terms of this agreement, EMPLOYEE will forfeit the benefits described in paragraphs 2 and 3, plus EMPLOYEE will pay any expenses or damages incurred by the AG Releasees as a result of the breach, including reasonable attorneys' fees. If AG breaches this agreement, AG will pay attorney's fees and expenses incurred in enforcing this agreement. 12. EMPLOYEE acknowledges that EMPLOYEE has an obligation of confidence and non-disclosure with respect to any and all confidential information and trade secrets that EMPLOYEE acquired during the course of employment with Company. This obligation of confidence and non-disclosure extends to both Company information and third-party information held by the Company in confidence, and this obligation continues after the Severance Date. EMPLOYEE is prohibited from using or disclosing such information. 13. EMPLOYEE acknowledges that EMPLOYEE is bound by the non-compete provisions in the Employment Agreement entered into between EMPLOYEE and Company, which provide: [EMPLOYEE] shall not for a period of twelve months after leaving the employ of the Corporation or a subsidiary, regardless of the reason for such leaving, enter into the employment, directly or indirectly or in a consulting or free lance capacity, of any person, firm or corporation in the United States or Canada, which at such date of leaving the employ of the Corporation or a subsidiary shall be manufacturing or selling products that are substantially similar in nature to the products being then manufactured or sold by the Corporation or the subsidiary. 14. (a) This Agreement constitutes the entire understanding between EMPLOYEE and the Company relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s) that may have been made in connection with EMPLOYEE's employment with AG except insofar as such agreement(s) concern EMPLOYEE's obligations with regard to competing with AG or EMPLOYEE's obligations with regard to AG's trade secrets, proprietary or other confidential information belonging to AG, which obligations are not modified, amended or terminated by this Agreement and which continue after the Separation Date. This Agreement may not be changed, modified, or altered without the express written consent of EMPLOYEE and a senior officer of AG. (b) AG's failure to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of, or deprive AG of its right thereafter to insist upon strict adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing and signed by an officer of AG. -3- (c) This Agreement shall be construed in accordance with the laws of the State of Ohio. If any part or section of this Agreement is found to be contrary to law or unenforceable, the remainder shall remain in force and effect. 15. EMPLOYEE is hereby advised and encouraged to consult an attorney prior to executing this Agreement. EMPLOYEE acknowledges that if EMPLOYEE has executed this Agreement without consulting an attorney EMPLOYEE has done so knowingly, voluntarily and contrary to the express advice herein. 16. EMPLOYEE acknowledges that EMPLOYEE has been given at least forty-five (45) days from the date EMPLOYEE first received this Agreement, which date was on or before July 1, 2002, during which to consider this Agreement. If EMPLOYEE does not execute this Agreement by September 1, 2002, the Company may rescind this Agreement at any time unless the Company expressly notified EMPLOYEE in writing otherwise. 17. EMPLOYEE and Company both agree that the execution of this document does not represent an immediate separation in employment. EMPLOYEE agrees that if she elects to terminate her employment prior to August 30, 2003, she will be entitled to those benefits set forth in this Agreement provided a 30-day notice is received by Company. AMERICAN GREETINGS CORPORATION By: /s/ Pamela L. Linton Date: - ----------------------------------- -------------------------- Pamela L. Linton Senior Vice President Human Resources /s/ Patricia L. Ripple Date: - ----------------------------------- -------------------------- Patricia L. Ripple -4- EX-10.II.A.XXIV 9 l01173aexv10wiiwawxxiv.txt EXHIBIT 10(II)(A)(XXIV) Exhibit (10)(ii)(A)(xxiv) SEPARATION AGREEMENT This Separation Agreement ("Agreement") is entered into between Dale A. Cable ("EMPLOYEE") and American Greetings Corporation, an Ohio corporation ("AG" or "Company"), on the date set forth at the signature lines below, arising out of the employment relationship between EMPLOYEE and AG. This Agreement will not become effective and irrevocably binding until seven (7) days after it is signed by EMPLOYEE. EMPLOYEE may revoke this Agreement at any time prior to the expiration of such seven (7) days. A revocation must be in writing and it must be received by the Company by the close of business on the seventh day. In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound, the parties agree as follows: 1. EMPLOYEE and the Company hereby acknowledge Employee's voluntary separation from employment with Ethe Company effective February 28, 2003 ("Separation Date"), and Employee agrees to work as set forth in Paragraph 2.c. below through the close of business that day. 2. Upon the signing of a waiver prepared by the Company and in the form of Paragraph 7 of this Agreement, and on the condition that EMPLOYEE has not voluntarily resigned prior to February 28, 2003, EMPLOYEE will receive the following benefits from the Company; a. Commencing on the Separation Date, separation pay of an amount equal to 10 months base salary, based on EMPLOYEE'S current annual base salary, payable in monthly installments, less applicable deductions. Any payments due before the effective date of this Agreement shall be payable within fourteen (14) days after the effective date. Company reserves the right to pay any portion of this separation pay in an undiscounted lump sum, at Company's discretion; b. EMPLOYEE will continue to participate in the Key Management Incentive Plan for Fiscal Year 2003 as Vice President, Treasurer in the Enterprise Management business unit with his individual performance component ranked at not less than Tier 3 (which will result in the individual performance component being not less than 100%); c. EMPLOYEE will be an active employee with the Company through February 28, 2003; EMPLOYEE agrees to continue working in his current role full time up until a date mutually agreed upon by Employee and Company, but no later than the Separation Date; thereafter, EMPLOYEE agrees to make himself available to the Company on an as needed basis up until the Separation Date. d. For the purposes of vesting of stock options previously granted to EMPLOYEE by Company, and for the purposes of exercising any such stock options, December 31, 2003 shall be considered to be EMPLOYEE's separation date. e. EMPLOYEE will have continued use of the AG company car for 30 days after the Separation Date, at which time EMPLOYEE will return the car to AG unless EMPLOYEE exercises the option to purchase the car at a $500 discount below the fair market value. f. AG will pay for outplacement services for 6 months to assist EMPLOYEE in seeking employment. AG will select the service provider and will make direct payments to the service provider. At the discretion of Employee, outplacement services may begin upon the execution of this Separation Agreement or any date thereafter, but not later than June 1, 2003. g. After the. Separation Date, Company agrees to pay Employee for any services rendered to the Company in connection with any legal or similar proceedings involving the Company where the Company requests Employee's services. The rate for such services shall be the competitive market rate for such consulting services at the time, as mutually agreed by the Employee and the Company. The Company also agrees to pay the reasonable out-of-pocket expenses incurred by Employee, including travel, lodging and meals, in accordance with the Company's normal procedures for reimbursing expenses incurred by employees. Employee agrees to make himself available upon reasonable notice and to cooperate with the Company in the development and presentation of any prosecution or defense of the proceedings. 3. If EMPLOYEE is re-employed by Company, in any capacity other than a temporary or parttime assignment, prior to receipt of all the Separation benefits provided in paragraph 2., EMPLOYEE will forfeit any unpaid Separation benefits. In the event EMPLOYEE is paid Separation in a lump sum, s/he will pay back to COMPANY that amount EMPLOYEE would not have received had Separation been paid out in equal installments over time, pursuant to paragraph 2(a). 4. EMPLOYEE acknowledges that as of the close of business on the Separation Date EMPLOYEE will cease to be an employee of AG and thereafter will not be eligible for or receive any benefits of employment and that the only benefits EMPLOYEE will receive from AG are those benefits described in paragraph 2 above; provided, however, that this Agreement does not waive any benefits or Company contribution that EMPLOYEE may be eligible or become eligible to receive as of the Separation Date under any Stock Option Plan, the Retirement Profit Sharing and Savings Plan, the Supplemental Executive Retirement Plan, or Restoration Benefits. 5. Notwithstanding any other provision of this Agreement, EMPLOYEE acknowledges that the benefits EMPLOYEE will receive under paragraph 2 above are greater than those benefits EMPLOYEE would have been entitled to receive upon termination in the absence of this Agreement. 6. It is agreed by EMPLOYEE that this Agreement, the benefits, including all benefits set forth in paragraph 2 above, and all other terms of this Agreement, are each confidential information and shall not be disclosed or revealed to any person other than EMPLOYEE's attorneys, accountants, tax advisors, and immediate family members (who must be informed of and agree to be bound by the terms of this paragraph), and any governmental taxing authority. 7. With respect to any and all events arising out of or related to the employment relationship between EMPLOYEE and the Company occurring on or before the Separation Date, EMPLOYEE hereby releases and forever discharges AG, and each of its agents, officers, directors, employees, subsidiaries, divisions, affiliates, successors and assigns, (collectively "AG Releasees") from any and all claims and/or causes of action, known or unknown, arising (i) from or during EMPLOYEE's employment with AG or (ii) as a result of the termination of that employment; and EMPLOYEE hereby covenants and agrees that he will not assert any such claims and/or causes of action against any AG Releasee, including but not limited to, (i) claims and/or causes of action arising under the Age Discrimination in Employment Act (29 U.S.C. Sec. 621 et seq.), (ii) claims and/or causes of action arising under federal, state or local laws, including but not limited to those prohibiting employment discrimination on the basis of race, color, national origin, religion, sex, age, disability or otherwise; (iii) claims and/or causes of action growing out of any legal restrictions on AG's right to terminate its employees, including breach of contract, discharge in violation of public policy, or promissory estoppel, or (iv)tort claims and/or causes of action, including infliction of emotional distress, defamation, libel or slander. This release does not apply to any of the following: (i) coverage of the Employee as an insured under any insurance of the Company with respect to third party claims; (ii) rights to defense or indemnification with respect to third party claims relating to the acts of Employee within the scope of his employment or as an officer; (iii) right to reimbursement for business expenses incurred prior to the -2- Separation Date; (iv) rights to unemployment compensation or workers' compensation benefits; and (v) the payments and benefits specifically set forth and agreed to by the Company under this Separation Agreement. 8. The Company hereby releases and forever discharges EMPLOYEE from any and all causes of action, claims, demands, rights and/or actions, whether in law or in equity, known or unknown, arising from EMPLOYEE's conduct within the scope of his employment with the Company. The Company shall indemnify and save harmless Employee from and against all loss, costs, expenses and damages (including reasonable attorneys' fees) resulting from claims brought against Employee that arise out of Employee's conduct within the scope of his employment; provided, however, (i) that prompt written notice is given to the Company of any claim or suit, (ii) that the Company shall have the option to undertake and conduct the defense and/or settlement of any such claim or suit, (iii) that Employee shall cooperate with the Company in the defense of any such claim or suit, (iv) that Employee acts to mitigate any damages, (v) that no settlement of any claim or suit may be made without the Company's prior written consent, and (vi) that if the Company undertakes the defense of a claim brought against Employee, the Company shall not be responsible for attorney's fees, costs and expenses incurred by Employee after the Company undertakes the defense of the claim. 9. EMPLOYEE represents and warrants that EMPLOYEE has no interest or obligation that is inconsistent with or in conflict with this Agreement or that would prevent, limit or impair Employee's performance of any part of this Agreement. 10. EMPLOYEE agrees that in the event that EMPLOYEE breaches any of the terms of this Agreement, EMPLOYEE will forfeit the benefits described in paragraph 2, plus EMPLOYEE will pay any expenses or damages incurred by the AG Releasees as a result of the breach, including reasonable attorneys' fees. 11. EMPLOYEE acknowledges that EMPLOYEE has an obligation of confidence and nondisclosure with respect to any and all confidential information and trade secrets that EMPLOYEE acquired during the course of employment with Company. This obligation of confidence and non-disclosure extends to both Company information and third-party information held by the Company in confidence, and this obligation continues after the Separation Date. EMPLOYEE is prohibited from using or disclosing such information. 12. EMPLOYEE acknowledges that EMPLOYEE is bound by the non-compete provisions in the Employment Agreement entered into between EMPLOYEE and Company, which provide: [EMPLOYEE] shall not for a period of twelve months after leaving the employ of the Corporation or a subsidiary, regardless of the reason for such leaving, enter into the employment, directly or indirectly or in a consulting or free lance capacity, of any person, firm or corporation in the United States or Canada, which at such date of leaving the employ of the Corporation or a subsidiary shall be manufacturing or selling products that are substantially similar in nature to the products being then manufactured or sold by the Corporation or the subsidiary. 13. (a) This Agreement constitutes the entire understanding between EMPLOYEE and the Company relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s) that may have been made in connection with EMPLOYEE's employment with AG except insofar as such agreement(s) concern EMPLOYEE's obligations with regard to competing with AG or EMPLOYEE's obligations with regard to AG's trade secrets, proprietary or other confidential information belonging to AG, which obligations are not modified, amended or terminated by this Agreement and which continue after the Separation Date. This Agreement may not be changed, modified, or altered with out the express written consent of EMPLOYEE and an officer of AG. -3- (b) AG's failure to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of. or deprive AG of its right thereafter to insist upon strict adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing and signed by an officer of AG. (c) This Agreement shall be construed in accordance with the laws of the State of Ohio. If any part or section of this Agreement is found to be contrary to law or unenforceable, the remainder shall remain in force and effect. 14. EMPLOYEE is hereby advised and encouraged to consult an attorney prior to executing this Agreement. EMPLOYEE acknowledges that if EMPLOYEE has executed this Agreement without consulting an attorney EMPLOYEE has done so knowingly, voluntarily and contrary to the express advice herein. 15. EMPLOYEE acknowledges that EMPLOYEE has been given at least twenty-one (21) days from the date EMPLOYEE first received this Agreement, which date was on or before September 17, 2002, during which to consider this Agreement. EMPLOYEE understands that the offer made to EMPLOYEE by this Agreement remains open for at twenty-one (21) days, and that EMPLOYEE may accept the offer at any time from September 17, 2002 through October 15, 2002. If EMPLOYEE does not accept this Agreement on or before that date, the offer set forth in this Agreement is automatically rescinded unless AG expressly notifies EMPLOYEE in writing otherwise. AMERICAN GREETINGS CORPORATION By: /s/ Pamela L. Linton Date 10-23-02 ---------------------------------------- ------------------------ Pamela L. Linton Senior Vice President Human Resources By: /s/ Dale A. Cable Date 10-23-02 ---------------------------------------- ------------------------ Dale A. Cable -4- EX-10.II.A.XXV 10 l01173aexv10wiiwawxxv.txt EXHIBIT 10(II)(A)(XXV) Exhibit (10)(ii)(A)(xxv) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made at Cleveland, Ohio, this 301h -day of May, 2001, by and between AMERICAN GREETINGS CORPORATION, an Ohio corporation (Corporation) and Pamela Linton (Employee). In consideration of the covenants hereinafter set forth, the parties hereto mutually agree as follows: 1. Subject to the provisions hereof, the Corporation shall employ Employee as Senior Vice President, Human Resources of the Corporation, either elected by the Board of Directors or appointed by the Executive Committee with such duties and responsibilities as may be assigned to her from time to time by the Board of Directors or the Executive Committee of the Board of Directors of the Corporation and Employee shall devote her full business time and attention and give her best efforts to the business affairs of the Corporation as the Board of Directors or the Executive Committee of the Board of Directors of the Corporation may from time to time determine. Employee recognizes that in serving as an officer of the Corporation, she serves in such capacity solely at the pleasure of the Board of Directors or the Executive Committee of the Board of Directors of the Corporation and that her employment in such capacity or in any other capacity may be terminated at any time by the Board of Directors or the Executive Committee of the Corporation. 2. The Corporation shall, during the term of this Employment Agreement, pay to Employee as minimum compensation for her services a base salary at a rate to be fixed by the Board of Directors or the Executive Committee of the Board of Directors or the Chairman of the Executive Committee, which rate shall not be less than $300,000.00 per year, plus such additional compensation as the board of Directors or the Executive Committee of the Board of Directors or the Chairman of the Executive Committee may from time to time determine. 3. Employee covenants and agrees that in consideration of her employment as an officer of the Corporation, she will not for a period of twelve months after leaving the employ of the Corporation, regardless of the reason for such leaving, enter into the employment, directly or indirectly or in a consulting or freelance capacity, of any person, firm or corporation in the United States or Canada, which at such date of leaving the employ of the Corporation or a subsidiary shall be manufacturing or selling products that are substantially similar in nature to the products being then manufactured or sold by the Corporation or the subsidiary. 4. In the event that the employment of Employee under this Employment Agreement is terminated by the Corporation, the Corporation covenants and agrees that it shall pay or cause to be paid to Employee a continuing salary at a rate which shall be the highest base salary rate paid Employee during the preceding six-month period for a period of time equivalent to one-half month for each year of employment by the Corporation, but in no event to be less than a period of three months nor greater than a period of twelve months. The provisions of this paragraph shall not be applicable if the Employee is terminated for cause. 5. In the event that Employee shall cease to be employed as an officer of the Corporation, but shall continue in the employ of the Corporation or a subsidiary, then this Employment Agreement shall terminate twelve months after the date that Employee ceases to be employed as an officer of the Corporation. 6. I, the Employee, agree that during the period of my employment and thereafter, I will keep confidential and will not disclose any information, records, documents or trade secrets of the Corporation acquired by me during my employment, and except as required by my employment, will not remove from the Corporation's premises any record or other document relating to the business of the Corporation, or make copies thereof; it being recognized by, me that such information is the property of the Corporation. 7. This Agreement shall be applied and interpreted under the laws of the State of Ohio. AMERICAN GREETINGS CORPORATION BY: /S/ JAMES SPIRA /S/ PAMELA L. LINTON -------------------- ------------------------ PRESIDENT EMPLOYEE AMENDMENT This Amendment is to the Employment Agreement (Agreement) between American Greetings Corporation (Corporation) and Pamela Linton (Employee), dated May 31, 2001. In consideration of the mutual promises of the parties in the Agreement and herein, the parties agree as follows: 1. TERM OF AMENDMENT. The term of this Amendment shall be June 4, 2001, through and including July 4, 2004. 2. DEFERRAL. From the base salary paid to Employee under the Agreement, an annual sum of $50,000 shall be deferred during the three year of this Amendment. These sums can be deferred from base salary or bonuses or some combination thereof and shall be placed in the Executive Deferred Compensation Plan (Plan). The cumulative three year total or such lesser prorated amount if Employee leaves the employ of the Corporation prior to the end of the three year term of this Amendment, plus any Plan earnings shall be paid. to Employee in a lump sum within five (5) days of the date of termination. The deferred amount shall be payable regardless of whether Employee has been terminated with or without cause or leaves of her own volition. 3. SEVERANCE. If Employee is terminated without cause during the first 18 months of this Amendment's three year term, in addition to any other amounts payable, she will receive a severance payment of $450,000 (Severance), payable within five (5) days of the date of termination. If Employee is terminated without cause between the start of the 19th month and the end of the 36th month of such three year term, she will, in addition to any other amounts payable, receive Severance that is reduced by 1/18 for each full month after the 18th month during which Employee is employed by the Corporation. Thus, for example, if Employee were terminated without cause at the start of the 25th month, her Severance would be reduced by 6/18ths (the numerator being the six months between the start of the 19th month and end of the 24th month). No Severance is due or payable to Employee if at any time during such three year term Employee is terminated for cause or leaves the employ of the Corporation voluntarily and without good cause attributable to the Corporation, the latter to include the Corporation's material breach of the Agreement or this Amendment. This paragraph 2. supersedes paragraph 4. of the Employment Agreement of May 30, 2001, between Employee and the Corporation. 4. BONUSES, BENEFITS AND STOCK OPTIONS. During the term of her employment, Employee shall be entitled to such bonuses, benefits and stock options that generally inure to senior vice presidents of the Corporation under the applicable plans and policies so long as she is employed at that level. 5. FOR CAUSE. As used herein, "for cause" is defined as termination as a result of Employee's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations and similar offenses) or final cease-and-desist order, or other behavior or actions that a reaqsonable person would conclude evidences moral turpitude The Corporation may also terminate Employee's employment under this provision for gross incompetence or intentional failure or refusal to perform stated duties, but only after all of the following have occurred: a. Employee has been provided written notice specifying same; b. Employee has been given a reasonable period of time (not to exceed 90 days) 2 in which to cure such specified gross incompetence, failure or refusal; and c. Employee shall have failed to cure same to the Corporation's reasonable satisfaction. AMERICAN GREETINGS CORPORATION By: /s/ James Spira By: /s/ Pamela L. Linton ------------------------- ----------------------------- President Employee EX-10.III.A.I 11 l01173aexv10wiiiwawi.txt EXHIBIT 10(III)(A)(I) 10(iii)(A)(i) AMERICAN GREETINGS CORPORATION Agreement to Defer Stock Option Gains ------------------------------------- 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. 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. 2 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 Shares. Such Sub-Account shall be deemed to be invested in Common Shares of the class covered by the Option and shall be credited with stock dividends declared thereon. Appropriate adjustments in the Common Share Sub-Account shall be made as equitably required to prevent dilution or enlargement of the Sub-Account from any stock dividend, stock split, reorganization or other such corporate transaction or event. The Cash Sub-Account shall be credited with an amount equal to the amount of the cash dividend paid periodically with respect to Common Shares multiplied by the number of Common Shares credited to the Common Share Sub-Account as of the record date for the corresponding cash dividend, PLUS, IF APPLICABLE, ANY ACTUAL EARNINGS CREDITED TO THE CASH SUB-ACCOUNT FOLLOWING THE ESTABLISHMENT OF THE GRANTOR TRUST DESCRIBED IN PARAGRAPH 3 BELOW. 2. The value of the Optionee's Account shall be determined from time to time by the Administrator in the following manner: (a) The Account shall be valued as of each December 31 or more frequently as agreed upon by the Administrator, and shall again be valued as of the date that an Optionee receives any payment under the Agreement, in accordance with the procedures established by the Administrator. (b) All allocations to the Account shall be deemed to have been made on the applicable valuation date in the manner set forth in this paragraph, even though actually determined at a later date. 3 3. All amounts which are credited to the Account shall be credited solely for purposes of accounting and computation and shall remain assets of the Company subject to the claims of the Company's general creditors. This Agreement is designed to be unfunded, with amounts payable hereunder being paid from the general assets of the Company. Notwithstanding the foregoing, the Company may, but is not required to, deposit the Gain Shares in a grantor trust for the purpose of securing the benefits to be provided to the Optionee pursuant to this Agreement. IN THE EVENT THAT THE GAIN SHARES ARE DEPOSITED IN A GRANTOR TRUST, THE OPTIONEE SHALL HAVE NO AUTHORITY OR RESPONSIBILITY TO REDIRECT THE INVESTMENT OF SUCH GAIN SHARES AND SUCH GAIN SHARES SHALL AT ALL TIMES BE DEEMED INVESTED IN COMMON SHARES OF THE CLASS COVERED BY THE OPTION. The assets of any such trust shall at all times be subject to the claims of the Company's general creditors in the event of insolvency or bankruptcy. ARTICLE V - DISTRIBUTIONS 1. On each June 30 and December 31 while the Agreement is in effect, the Optionee shall be paid a lump sum distribution in cash equal to the balance credited to his Cash Sub-Account and such balance shall be reduced to zero. 2. The Optionee shall receive a distribution of his Account as soon as practicable following the earliest of (a) his termination of employment with the Company for any reason, whether voluntary or involuntary (with or without cause), (b) the expiration of the Deferral Period or (c) a Change in Control. 3. In the event of the death or Disability of the Optionee, the Optionee's Account shall be paid to the Optionee's Beneficiary or guardian (as the case may be) within 30 days following the date on which the Company is notified or otherwise determines that such event has occurred. 4. Distributions from the Optionee's Account shall be made in a single lump sum payment unless the Optionee elects to receive such payment in the form of annual installment payments over a three (3) or five (5) year period. Any election to receive installment payments must be made in writing (in accordance with rules established by the Administrator) at least six (6) months prior to the date on which the payment is due to be made. Notwithstanding the foregoing, any remaining installment payments shall be accelerated and paid in a single payment in the event of the death of the Optionee, a Change in Control of the Company or the Optionee's involuntary termination of employment from the Company. All payments under the Agreement (except for the semi-annual distributions from the Cash Sub-Account described in paragraph 1 above) shall be in the form of Common Shares of the class covered by the Option (with any fractional shares being paid in cash). 4 5. Notwithstanding the foregoing provisions of this Article V, if the deduction of all or any portion of a payment or distribution otherwise due to be made by the Company under the Agreement would be disallowed solely by reason of Code Section 162(m) but for the operation of this paragraph, then such payment or distribution (or portion thereof) shall be deferred and made at the earliest time that Section 162(m) would not apply to disallow the corresponding deduction by the Company. 6. Distributions under the Agreement shall be subject to all applicable withholding taxes. ARTICLE VI- MISCELLANEOUS 1. GENERAL PROVISIONS. This Agreement shall be governed by the laws of the State of Ohio. This Agreement may be amended only by a written instrument executed by both of the parties hereto. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof. If any provision of this Agreement is found to be unenforceable, the balance of this Agreement shall not be affected thereby. 2. AUTOMATIC TERMINATION. Notwithstanding anything to the contrary contained in this Agreement, the Agreement shall automatically terminate (and the Optionee's Account shall be immediately distributed in a single lump sum) in the event it is determined by the Company that, based upon a change in the federal tax laws, a published ruling, regulation or final decision issued by the Internal Revenue Service or the Department of Labor or by a court of competent jurisdiction that (a) the Agreement is considered "funded" for purposes of Title I of ERISA, (b) there is a transfer of property for purposes of Section 83 of the Code resulting in a currently taxable benefit to be realized by the Optionee or a Beneficiary pursuant to the "economic benefit" doctrine, or (c) pursuant to Section 451 of the Code, amounts are includable as compensation in the gross income of the Optionee or Beneficiary in a taxable year that is prior to the year or years in which such amounts are actually distributed or made available thereto. 3. EFFECT OF PRIOR AGREEMENTS. The provisions of any and all Agreements to Defer Stock Option Gains between the Company and the Optionee are hereby superseded in their entirety by the provisions of this Agreement. 4. ADMINISTRATION. (a) The Administrator may adopt such rules of procedure as it deems desirable for the conduct of its affairs, except to the extent that such rules conflict with the provisions of the Agreement. (b) The Administrator shall have the following rights, powers and duties: (i) Subject to the terms of this Agreement (including without limitation the claims procedure in paragraph 5 below), the decision of the Administrator in matters within its jurisdiction shall be final, binding and conclusive upon the Company and upon any other person affected by such 5 decision. (ii) The Administrator shall have the duty and authority to interpret and construe the provisions of the Agreement, to decide any question which may arise regarding the rights of the Optionee and his Beneficiaries, and the amounts of their respective interests, to adopt such rules and to exercise such powers as the Administrator may deem necessary for the administration of the Agreement, and to exercise any other rights, powers or privileges granted to the Administrator by the Board under the terms of the Agreement. (iii) The Administrator shall maintain full and complete records of its decisions. The Administrator shall within a reasonable time after the end of each calendar year provide the Optionee with a detailed report of the status of the Account. (c) No fee or compensation shall be paid to any person for services as the Administrator. 5. CLAIMS PROCEDURE. If a claim for benefits under the Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant by the Administrator within a reasonable period of time after receipt of a claim by the Administrator. Any claimant who is denied a claim shall be furnished written notice setting forth the specific reason or reasons for the denial; specific reference to the pertinent provision of the Agreement upon which the denial is based; a description of any additional material or information necessary for the claimant to perfect the claim; and an explanation of the claim review procedure. In order that a claimant may appeal a denial of a claim, the claimant or the claimant's duly authorized representative may: request a review by written application to the Administrator, or its designate, no later than 60 days after receipt by the claimant of written notification of denial of a claim; review pertinent documents; and submit issues and comments in writing. A decision on review of a denied claim shall be made not later than 60 days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable period of time, but not later than 120 days after receipt of a request for review. The decision on review shall be in writing and shall include the specific reason(s) for the decision and the specific reference(s) to the pertinent provisions of the Agreement on which the decision is based. If a claimant disagrees with the decision on review, he shall have 30 days from receipt of the decision on review to demand binding confidential arbitration before three arbitrators in Cleveland, Ohio under Ohio law and the rules of the Center for Public Resources or American Arbitration Association (as the claimant may choose) for arbitration of employment disputes as his sole remedy. The award of the arbitrator shall be enforceable under 9 USC Sections 1-16 in any Court of competent jurisdiction. 6. NO ASSIGNMENT OF BENEFIT. It is a condition of this Agreement and all rights of the Optionee shall be subject thereto, that no right or interest of the Optionee shall be assignable or subject to execution, garnishment, attachment, pledge, bankruptcy or levy of any kind, but excluding devolution by death or mental incompetency. Further, no interest of the Optionee and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest of any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment, or encumbrance by or through the Optionee. If any attempt is made to alienate, pledge or charge any 6 such interest of any such benefit or any debt, liabilities in tort or contract, or otherwise, of the Optionee contrary to the prohibitions of the preceding sentence, then the Administrator in his discretion may suspend or forfeit the interest of the Optionee and during the period of such suspension, or in the case of forfeiture, the Administrator shall hold such interest for the benefit of or shall make the payments to which the Optionee would otherwise be entitled to, to the Optionee's spouse, children or other relatives to be selected in the sole discretion of the Administrator. 7. SUCCESSORS. The provisions of the Agreement are binding upon and inure to the benefit of the Company, its successors and assigns, and the Optionee, his Beneficiaries, heirs, and legal representatives. 8. NO GUARANTEE OF EMPLOYMENT. Nothing contained in the Agreement shall be construed as a contract of employment or deemed to give the Optionee the right to be retained in the employ of the Company or any equity or other interest in the assets, business or affairs of the Company. 9. NOTIFICATION OF ADDRESSES. The Optionee and each Beneficiary shall file with the Administrator, from time to time, in writing, the post office address of the Optionee, the post office address of each Beneficiary, and each change of post office address. Any communication, statement or notice addressed to the last post office address filed with the Administrator (or if no such address was filed with the Administrator, then to the last post office address of the Optionee or Beneficiary as shown on the Company's records) shall be binding on the Optionee and each Beneficiary for all purposes of the Agreement and neither the Administrator nor the Company shall be obliged to search for or ascertain the whereabouts of the Optionee or any Beneficiary. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the date first above written. AMERICAN GREETINGS CORPORATION By: /s/ Harvey Levin ---------------------------------- Title: Sr. V.P. Human Resources ------------------------------- /s/ Morry Weiss ------------------------------------- Morry Weiss 7 EX-21 12 l01173aexv21.txt EXHIBIT 21 . . . EXHIBIT 21 AMERICAN GREETINGS CORPORATION Subsidiaries of the Registrant

State / Jurisdiction Subsidiary of Incorporation - ------------------------------------------------------------ ---------------------------------------- A.G. Industries, Inc. North Carolina A.G. (U.K.), Inc. Ohio AGC Funding Corporation Delaware AGC Holdings, Inc. Delaware AGC, Inc. Delaware AGC Investments, Inc. Delaware Carlton Cards (Canada) Limited Canada Carlton Cards (United Kingdom) Limited United Kingdom Carlton Cards Retail, Inc. Connecticut AmericanGreetings.com, Inc. Ohio Gibson Greetings, Inc. Ohio Hanson White Ltd. United Kingdom John Sands (Australia) Ltd. Delaware Magnivision, Inc. Delaware Plus Mark, Inc. Ohio

EX-23 13 l01173aexv23.txt EXHIBIT 23 EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in (i) Post-Effective Amendment Number 1 dated May 27, 1986 to Registration Statement No. 2-89471 on Form S-3, (ii) Post-Effective Amendment Number 1 dated May 31, 1984 to Registration Statement No. 2-84911 on Form S-8, (iii) Registration Statement No. 33-975 on Form S-8 dated November 7, 1985, (iv) Registration Statement No. 33-16180 on Form S-8 dated July 31, 1987, (v) Registration Statement No. 33-45673 on Form S-8 dated February 4, 1992, (vi) Registration Statement No. 33-58582 on Form S-8 dated February 22, 1993, (vii) Registration Statement No. 33-61037 on form S-8 dated July 14, 1995, (viii) Registration Statement No. 33-08123 on Form S-8 dated July 15, 1996, (ix) Registration Statement No. 333-41912 on Form S-8 dated July 21, 2000, (x) Registration Statement No. 333-65534 dated July 20, 2001 on Form S-8, (xi) Amendment No. 1 dated October 19, 2001 to Registration Statement No. 333-68526 on Form S-3 and (xii) Registration Statement No. 333-75696 on Form S-8 dated December 21, 2001 of our report dated April 1, 2003 with respect to the consolidated financial statements and schedule of American Greetings Corporation included in its Annual Report (Form 10-K) for the fiscal year ended February 28, 2003. /s/ Ernst & Young LLP Cleveland, Ohio May 23, 2003 EX-99.1 14 l01173aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of American Greetings Corporation (the "Corporation") on Form 10-K for the fiscal year ended February 28, 2003 as filed with the Securities and Exchange Commission on the date therein specified (the "Report"), each of the undersigned certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. A signed original of this written statement required by Section 906 has been provided to American Greetings Corporation and will be retained by American Greetings Corporation and furnished to the Securities and Exchange Commission or its staff upon request. Date: May 29, 2003 /s/ Morry Weiss - ---------------------------- Morry Weiss Chairman and Chief Executive Officer /s/ Robert P. Ryder - ---------------------------- Robert P. 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EX-10.II.A.XVIII

                                                     EXHIBIT 10 (ii) (A) (xviii)


                                                                 October 17,2002


Mr. Michael Goulder

Dear Mike,

We are pleased to extend to you an offer of employment with American Greetings
as Executive Operations Officer, reporting to me. We have agreed that, if you
accept this offer, you will begin with us on a date that we will mutually
determine.

The terms of this offer are that you will:

1.       receive a base salary of $330,000 annually (less appropriate
         withholdings and deductions); this salary will be reviewed six months
         after you begin employment, and may be adjusted, as appropriate; the
         salary will be reviewed annually thereafter, and may be increased based
         on your performance;

2.       participate in the Key Management Annual Incentive Plan at the Senior
         Vice President level (35% target payout for business unit performance
         and 35% target payout for Corporate performance, with the payouts
         increased or decreased from target based on actual business unit,
         corporate and individual performance); the payout from this Plan for
         this fiscal year, if any, will be based on your actual base salary
         earnings for the fiscal year; the details of the Plan are described in
         the enclosed booklet, which is hereby incorporated into
                this letter;.

3.       participate in the American Greetings Stock Option Plan at the Senior
         Vice President level:

                  A) 20,000 options on American Greetings Class A Common Stock
                  will be granted within 30 days of the date you begin your
                  employment with American Greetings; the grant price will be
                  the closing price of the stock on the date of grant:

                           o        15,000 of these options shall vest one year
                                    from the date of grant;




                           o        5,000 of these options shall vest two years
                                    from the date of grant.

                  B) 10,000 additional options will be granted annually
                  thereafter (the size of these grants may be increased or
                  decreased based an individual performance; the actual grant
                  date shall be the date approved by the Board of Directors for
                  the general grant to all employees):

                           o        5,000 options from each grant will vest one
                                    year from the date of the grant;

                           o        5,000 options from each grant will vest two
                                    years from the date of the grant.

                  C) if you separate from American Greetings before the vesting
                  of any of these options, you will forfeit any unvested
                  options, except as provided under Paragraph 8 below.

                  D) the details of this Plan are described in the enclosed
                  booklet, which is hereby incorporated into this letter; where
                  the terms of the Plan and the terms of this letter
                  specifically differ, the terms of this letter prevail.

         4. receive a supplemental grant of 40,000 stock options on American
Greetings Class A Common Stock:

         o        the grant will be made within 30 days of your employment date;
                  the grant price will be the closing price of the stock on the
                  date of grant;

         o        all 40,000 options will vest four years from the date of
                  grant; however:

                  o        if the American Greeting stock price closes at or
                           above $30 per share on any day prior to the vesting
                           date, one quarter of these options (10,000) will vest
                           immediately;

                  o        if the American Greetings stock price closes at or
                           above $35 per share on any day prior to the vesting
                           date, a second quarter (10,000) of these options will
                           vest immediately;

                  o        if the American Greetings stock price closes at or
                           above $40 per share on any day prior to the vesting
                           date, a third quarter (10,000) of these options will
                           vest immediately;




                  o        if the American Greetings stock price closes at or
                           above $45 per share on any day prior to the vesting
                           date, the final quarter (10,000) of these options
                           will vest immediately;

                  o        If you separate from American Greetings before the
                           vesting of any or all of these options, you will
                           forfeit any unvested options, except as provided
                           under Paragraph 8 below.

         5. be eligible to participate in the American Greetings flexible
         benefits program, which includes such benefits as health care,
         disability and life insurance; an overview of this program is described
         in the enclosed Benefits-at-a-Glance booklet.

         6. be eligible to participate in the American Greetings Retirement
         Profit Sharing and Savings Plan; the details of this Plan are described
         in the enclosed booklet and Summary Plan Description.

         7. receive other benefits normally provided to Senior Vice Presidents,
         such as the personal use of a company automobile, and additional
         company paid life, AD&D and personal liability insurances; the details
         of these benefits as currently provided are described in the enclosed
         Executive Benefits booklet.

         8. be granted severance if:

         (a) you are involuntarily separated for reasons other than a gross
         violation of your obligation to the Corporation; a gross violation is
         defined as termination as a result of your personal dishonesty, willful
         misconduct, breach of fiduciary duty involving personal profit,
         intentional failure to perform stated duties, willful violation of any
         law, rule, or regulation (other than traffic violations and similar
         offenses) or final cease-and-desist order, or other behavior or actions
         that a reasonable person would conclude evidences moral turpitude;

         (b) your duties are reduced to such a level that your role is clearly
         not that of a Senior Vice President;

         (c) there is a change of control in the ownership of the Corporation;

         (d) severance granted under any of these circumstances shall be instead
         of, and not in addition to, any severance or separation benefits
         normally granted to officers; the severance granted under these
         circumstances will be:

                  (1) 12 months of base salary continuation at the rate in
                  effect at the time you are separated (which, for the purpose
                  of calculating such




                  severance, will be no less than $330,000 annually);

                  (2) continued participation in the Incentive Plan at your job
                  level at the time of separation, for the fiscal year in which
                  you separate if, at the time of your separation, you have
                  completed at least six months of active employment in that
                  fiscal year (the payout ,if any, shall be based on the actual
                  payout percentage earned under your plan in that fiscal year,
                  individual performance at no less than Tier 3, and your actual
                  base salary earnings earned in that fiscal year up to your
                  separation date); payment of the incentive, if any, shall
                  occur with the payment of incentives to other Plan
                  participants;

                  (3) continued vesting of any stock options that would
                  otherwise vest during the 12 month severance period, as if you
                  were an active employee; you may exercise any vested options
                  for up to 90 days after the end of the 12 month severance
                  period;

                  (4) continued use of your company provided car for 90 days
                  after your separation date;

                  (5) participation in the company's health care and life
                  insurance programs for the 12 month severance period, as if
                  you were an active employee.

We both agree that, within 60 days of your beginning with American Greetings, we
will discuss and agree on an employment agreement that sets forth in detail the
provisions described in this offer letter, and any other terms and conditions
that we both agree are reasonable. We agree that this agreement shall contain
non-compete and confidentiality provisions, and shall include a specific
provision for mediating and arbitrating any disputes concerning the agreement. A
draft of that agreement is enclosed.

Mike, congratulations. We believe that you can make significant contributions to
our efforts. We look forward to your acceptance of this offer.

Very truly yours,

Jeff Weiss
Executive Vice President
American Greetings

encls.

cc:       Morry Weiss
            Jim Spira



Agreed and Accepted:


/s/ Michael Goulder    10-17-02
- -------------------------------
Michael Goulder         Date

EX-10.II.A.XIX

                                                       EXHIBIT 10 (ii) (A) (xix)


ZEV WEISS
EXECUTIVE VICE PRESIDENT
AG VENTURES & ENTERPRISE MANAGEMENT      AMERICAN GREETINGS
ONE AMERICAN ROAD
CLEVELAND, OHIO 44144-2398
216/252-7300 - FAX 216/252-6777

         August 28, 2002

         Mr. Robert P. Ryder

         Dear Bob,

         We are pleased to extend to you a revised offer of employment with
         American Greetings as Senior Vice President, Chief Financial Officer
         for American Greetings, reporting to me. You will have responsibility
         for the Corporation's Treasury, Controller, Financial Administration
         and Retailer Financial Services functions. We have agreed that you will
         begin with us on September 3,2002, and will assume full
         responsibilities as Chief Financial Officer with the departure of Bill
         Meyer, shortly after the end of the second quarter of FY 2003.

         The terms of this offer are that you will:

         1. receive a base salary of $300,000 annually (less appropriate
         withholdings and deductions); six months after you begin employment,
         your salary will be reviewed and compared to both comparable internal
         positions and to CFO positions at other comparable employers, and may
         be adjusted, as appropriate; the salary will be reviewed annually
         thereafter, and may be increased based on your performance;

         2. participate in the Key Management Annual Incentive Plan at the
         Senior Vice President level (35% target payout for business unit
         performance and 35% target payout for Corporate performance, with the
         payouts increased or decreased from target based on actual business
         unit, corporate and individual performance); the payout from this Plan
         for this fiscal year, if any, will be based on your actual base salary
         earnings for the fiscal year; the details of the Plan are described in
         the enclosed booklet, which is hereby incorporated into this letter;

         3. participate in the American Greetings Stock Option Plan at the
         Senior Vice President level:

                  A) 20,000 options on American Greetings Class A Common Stock
                  will be granted within 30 days of the date you begin your
                  employment with American Greetings; the grant price will be
                  the closing price of the stock on the date of grant:

                           o        15,000 of these options shall vest one year
                                    from the date of grant;

                           o        5,000 of these options shall vest two years
                                    from the date of grant.

                  B) 10,000 additional options will be granted annually
                  thereafter (the size of these grants may be increased or
                  decreased based on individual performance; the actual grant
                  date shall be the date approved by the Board of Directors for
                  the general grant to all employees):

                           o        5,000 options from each grant will vest one
                                    year from the date of the grant;







Mr. Robert Ryder
Page 2

                           o        5,000 options from each grant will vest two
                                    years from the date of the grant.

         C) if you separate from American Greetings before the vesting of any of
         these options, you will forfeit any unvested options, except as
         provided under Paragraph 8 below.

         D) the details of this Plan are described in the enclosed booklet,
         which is hereby incorporated into this letter; where the terms of the
         Plan and the terms of this letter specifically differ, the terms of
         this letter prevail.

4. receive a supplemental grant of 40,000 stock options on American Greetings
Class A Common Stock:

                  o        the grant will be made within 30 days of your
                           employment date; the grant price will be the closing
                           price of the stock on the date of grant;

                  o        all 40,000 options will vest four years from the date
                           of grant; however:

                           o        if the American Greeting stock price closes
                                    at or above $30 per share on any day prior
                                    to the vesting date, one quarter of these
                                    options (10,000) will vest immediately;

                           o        if the American Greetings stock price closes
                                    at or above $35 per share on any day prior
                                    to the vesting date, a second quarter
                                    (10,000) of these options will vest
                                    immediately;


                           o        if the American Greetings stock price closes
                                    at or above $40 per share on any day prior
                                    to the vesting date, a third quarter
                                    (10,000) of these options will vest
                                    immediately;

                           o        if the American Greetings stock price closes
                                    at or above $45 per share on any day prior
                                    to the vesting date, the final quarter
                                    (10,000) of these options will vest
                                    immediately;

                           o        If you separate from American Greetings
                                    before the vesting of any or all of these
                                    options, you will forfeit any unvested
                                    options, except as provided under Paragraph
                                    8 below.

5. be eligible to participate in the American Greetings flexible benefits
program, which includes such benefits as health care, disability and life
insurance; an overview of this program is described in the enclosed
Benefits-at-a-Glance booklet.

6. be eligible to participate in the American Greetings Retirement Profit
Sharing and Savings Plan; the details of this Plan are described in the enclosed
booklet and Summary Plan Description.

7. receive other benefits normally provided to Senior Vice Presidents, such as
the personal use of a company automobile, and additional company paid life, AD&D
and personal liability insurances; the details of these benefits as currently
provided are described in the enclosed Executive Benefits booklet.







Mr. Robert Ryder
Page 3

8. be granted severance if:

         (a) you are involuntarily separated for reasons other than a gross
         violation of your obligation to the Corporation; a gross violation is
         defined as termination as a result of your personal dishonesty, willful
         misconduct, breach of fiduciary duty involving personal profit,
         intentional failure to perform stated duties, willful violation of any
         law, rule, or regulation (other than traffic violations and similar
         offenses) or final cease-and-desist order, or other behavior or actions
         that a reasonable person would conclude evidences moral turpitude;

         (b) your duties are reduced to such a level that your role is clearly
         below the level you held prior to the reduction;

         (c) there is a change of control in the ownership of the Corporation;

         severance granted under any of these circumstances shall be instead of,
         and not in addition to, any severance or separation benefits normally
         granted to officers; the severance granted under these circumstances
         will be:

                           (1) 12 months of base salary at the rate in effect at
                           the time you are separated (which, for these
                           purposes, will be no less than $300,000 annually);

                           (2) continued participation in the Incentive Plan at
                           your job level at the time of separation, for the
                           fiscal year in which you separate if, at the time of
                           your separation, you have completed at least six
                           months of active employment in that fiscal year (the
                           payout, if any, shall be based on the actual payout
                           percentage earned under your plan in that fiscal
                           year, individual performance at no less than Tier 3,
                           and your actual base salary earnings earned in that
                           fiscal year up to your separation date; payment of
                           the incentive, if any, shall occur with the payment
                           of incentives to other Plan participants;

                           (3) continued vesting of any stock options that would
                           otherwise vest during the 12 month severance period;
                           as if you were an active employee;

                           (4) continued use of your company provided car for 90
                           days after your separation date;

                           (5) participation in the company's health care and
                           life insurance programs for the 12 month severance
                           period, as if you were an active employee.

9. be eligible for certain relocation benefits, as described in the enclosed
Associate-on-the-Move Policy; the highlights are:

                  (a) guaranteed sale of your principal residence in Dallas at
                  fair market value;

                  (b) if your home sells within 60 days, a cash amount equal to
                  3% of the sale price, to be used to defray the expenses of
                  buying a new home in the Cleveland area;

                  (c) real estate commission and other regular expenses incurred
                  with the sale of your principal residence in Dallas;

                  (d) reasonable temporary living expenses for you and your
                  family in the Cleveland area, for up to 6 months;








Mr. Robert Ryder
Page 4


                  (e) travel expenses for no more than five trips to Cleveland
                  for you and your wife to search for a new home;

                  (f) travel expenses for a reasonable number of "commuting"
                  trips for you between Cleveland and Dallas, until your family
                  has relocated to the Cleveland area;

                  (g) moving your household goods from your principal residence

                  to the Cleveland area;

                  (h) a payment for miscellaneous expenses; if the reimbursement
                  under paragraph 9 (d) above is for more than 3 months, this
                  miscellaneous expense reimbursement shall be an amount equal
                  to one month of your base salary; if the reimbursement under
                  paragraph 9 (d) above is for 3 months or less, this
                  miscellaneous expense reimbursement shall be an amount equal
                  to two months of your base salary;

                  (i) tax gross-up for those payments and reimbursements set
                  forth above which must be declared as taxable income to you.

                  A copy of the Associate-on-the-Move Policy is included, and is
                  hereby incorporated into this letter.

We both agree that, within 60 days of your beginning with American Greetings, we
will discuss and agree on an employment agreement that sets forth in detail the
provisions described in this offer letter, and any other terms and conditions
that we both agree are reasonable. We agree that this agreement shall contain
non-compete and confidentiality provisions, and shall include a specific
provision for arbitrating any disputes concerning the agreement. A draft of that
agreement is enclosed.

This letter supercedes the previous offer letter to you dated August 15, 2002.

Bob, congratulations. We believe that you can make significant contributions to
our efforts. We look forward to your acceptance of this offer.

Very truly yours,
/s/ Zev Weiss
Zev Weiss
Executive Vice President
American Greetings

encls.

cc:      Morry Weiss
         Jim Spira

Agreed and Accepted:



/s/ Robert Ryder
- ------------------------
Robert Ryder       Date

EX-10.II.A.XX

                                                       Exhibit (10)(ii)(A)(xx)



DATE:    May 6, 2002

                         ERWIN WEISS EMPLOYMENT CONTRACT


1.       Title will be Senior Vice President.

2.       Base salary will be:

                    $350,000 effective April 1, 2002
                    $375,000 effective April 1, 2003
                    $400,000 effective April 1, 2004

         o        assumes he is employed at each effective date


3.       If Erwin Weiss separates from AG, either voluntarily or involuntarily,
         AG will grant him $250,000 in deferred compensation.

4.       If he separates from AG, either voluntarily or involuntarily, he will
         be granted three years of base salary continuation, and health care at
         the employee deduction rate, as severance; the salary continuation will
         be at the rate in effect at the time of separation, and will not
         increase, except as described in #5 below.

5.       If he is involuntarily separated before March 2005, for purposes of
         determining his severance, his base salary will increase by $50,000
         from the amount in effect at the time of his separation.

POSITION:

         o        Full time internal consultant in addition to ongoing
                  responsibility for operating activity.

DUTIES:

         o        Work on any project, process improvement, study that is
                  needed.

REPORTING:

         o        To the CEO or EVP's of American Greetings Corporation.




STATUS:

         o        Full Senior VP.

COMPENSATION:

         o        April 02 - 350K base

         o        April 03 - 375K base ~ compensation schedule only if employed
                                         at each date of increase

         o        April 04 - 400K base

BONUS:

         o        100% of bonus for Senior V.P. minimum, based on American
                  Greetings Corporation achieving its Annual Plan.

STOCK OPTIONS:

         o        100% Senior V.P. minimum.

FULL BENEFITS:

         o        Accorded the Senior V.P. position.

ADJUSTMENTS TO EMPLOYMENT CONTRACT:

         o        Severance will be paid on either termination or resignation.

         o        The $250K that is part of employment agreement should be
                  amended to read it will be paid either on termination or
                  resignation.

The $50K per annum salary adjustment that is effective as of March 2005 will be
added to the base salary if employment agreement is triggered by termination.

AMERICAN GREETINGS CORPORATION                 ERWIN WEISS


By:    /s/ Zev Weiss                           /s/ Erwin Weiss
       -----------------------------           ----------------------------
       Zev Weiss
       Executive Vice President

EX-10.II.A.XXI

                                                       EXHIBIT 10 (ii) (A) (xxi)


JEFFREY WEISS
EXECUTIVE VICE PRESIDENT                                AMERICAN GREETINGS
ONE AMERICAN ROAD
CLEVELAND, OHIO 44144-2398
216/252-7300 -  FAX 216/252-6777

September  9, 2002


Mr. Steven S. Willensky

Dear Steve,

We are pleased to extend to you a revised offer of employment with American
Greetings as Senior Vice President, Executive Sales and Marketing Officer for
the North American Greeting Card Division, reporting to me. We have agreed that
you will begin with us on August 26,2002.

The terms of this offer are that you will:

1. receive a base salary of $335,000 annually (less appropriate withholdings and
deductions); this salary will be reviewed six months after you begin employment,
and then annually thereafter, and may be increased based on your performance;

2. participate in the Key Management Annual Incentive Plan at the Senior Vice
President level (35% target payout for business unit performance and 35% target
payout for Corporate performance, with the payouts increased or decreased from
target based on actual business unit, corporate and individual performance); the
details of the Plan are described in the enclosed booklet, which is hereby
incorporated into this letter;

3. participate in the American Greetings Stock Option Plan at the Senior Vice
President level:

         A) 20,000 options on American Greetings Class A Common Stock will be
         granted within 30 days of the date you begin your employment with
         American Greetings; the grant price will be the closing price of the
         stock on the date of grant:

         o        15,000 of these options shall vest one year from the date of
                  grant;

         o        5,000 of these options shall vest two years from the date of
                  grant.

         B) 10,000 additional options will be granted annually thereafter (the
         size of these grants may be increased or decreased based on individual
         performance; the actual grant date shall be the date approved by the
         Board of Directors for the general grant to all employees):

         o        5,000 options from each grant will vest one year from the date
                  of the grant;

         o        5,000 options from each grant will vest two years from the
                  date of the grant.

         C) if you separate from American Greetings before the vesting of any of
         these options, you will forfeit any unvested options, except as
         provided under Paragraph 8 below.










Mr. Steven Willensky
Page 2

         D) the details of this Plan are described in the enclosed booklet,
         which is hereby incorporated into this letter; where the terms of the
         Plan and the terms of this letter specifically differ, the terms of
         this letter prevail.

4. receive a supplemental grant of 40,000 stock options on American Greetings
Class A Common Stock:

         o        the grant will be made within 30 days of your employment date;
                  the grant price will be the closing price of the stock on the
                  date of grant;

         o        all 40,000 options will vest four years from the date of
                  grant; however:

                  o        if the American Greeting stock price closes at or
                           above $30 per share on any day prior to the vesting
                           date, one quarter of these options (10,000) will vest
                           immediately;

                  o        if the American Greetings stock price closes at or
                           above $35 per share on any day prior to the vesting
                           date, a second quarter (10,000) of these options will
                           vest immediately;

                  o        if the American Greetings stock price closes at or
                           above $40 per share on any day prior to the vesting
                           date, a third quarter (10,000) of these options will
                           vest immediately;

                  o        if the American Greetings stock price closes at or
                           above $45 per share on any day prior to the vesting
                           date, the final quarter (10,000) of these options
                           will vest immediately;

                  o        If you separate from American Greetings before the
                           vesting of any or all of these options, you will
                           forfeit any unvested options, except as provided
                           under Paragraph 8 below.

5. be eligible to participate in the American Greetings flexible benefits
program, which includes such benefits as health care, disability and life
insurance; an overview of this program is described in the enclosed
Benefits-at-a-Glance booklet.

6. be eligible to participate in the American Greetings Retirement Profit
Sharing and Savings Plan; the details of this Plan are described in the enclosed
booklet and Summary Plan Description.

7. receive other benefits normally provided to Senior Vice Presidents, such as
the personal use of a company automobile, and additional company paid life, AD&D
and personal liability insurances; the details of these benefits as currently
provided are described in the enclosed Executive Benefits booklet.









Mr. Steven Willensky
Page 3

8. be granted severance if:

         (a) you are involuntarily separated for reasons other than a gross
         violation of your obligation to the Corporation; a gross violation is
         defined as termination as a result of your personal dishonesty, willful
         misconduct, breach of fiduciary duty involving personal profit,
         intentional failure to perform stated duties, willful violation of any
         law, rule, or regulation (other than traffic violations and similar
         offenses) or final cease-and-desist order, or other behavior or actions
         that a reasonable person would conclude evidences moral turpitude;

         (b) your duties are reduced to such a level that your role is clearly
         not that of a Senior Vice President;

         (c) there is a change of control in the ownership of the Corporation;

         (d) severance granted under any of the circumstances described in this
         Paragraph 8 (a), (b) and (c) shall be instead of, and not in addition
         to, any severance or separation benefits normally granted to officers;
         the severance granted under this Paragraph 8 will be:

                           (1) 12 months of base salary at the rate in effect at
                           the time you are separated (which, for these
                           purposes, will be no less than $335,000 annually);

                           (2) continued participation in the Incentive Plan at
                           the Senior Vice President level for the fiscal year
                           in which you separate if, at the time of your
                           separation, you have completed at least six months of
                           active employment in that fiscal year (the payout, if
                           any, shall be based on the actual payout percentage
                           earned under your plan in that fiscal year, and your
                           actual base salary earnings earned in that fiscal
                           year up to your separation date;)

                           (3) continued vesting of any stock options that would
                           otherwise vest during the 12 month severance period;
                           you may exercise any vested options for up to 90 days
                           after the end of the severance period;

                           (4) continued use of your company provided car for 90
                           days after your separation date;

                           (5) participation in the company's health care and
                           life insurance programs for the 12 month severance
                           period, at the premiums and rates made available to
                           active employees.

9. be eligible for certain relocation benefits, as described in the enclosed
Associate-on-the-Move Policy; the highlights are:

         o        guaranteed sale of your principal residence in Laguna Niguel
                  at fair market value;

         o        if your home sells within 60 days, a cash amount equal to 3%
                  of the sale price, to be used to defray the expenses of buying
                  a new home in the Cleveland area;

         o        real estate commission and other regular expenses incurred
                  with the sale of your principal residence in Laguna Niguel;











Mr. Steven Willensky
Page 4


         o        reasonable temporary living expenses for you and your family
                  in the Cleveland area, for up to 90 days;

         o        travel expenses for two trips to Cleveland for you and your
                  wife to search for a new home;

         o        moving your household goods from your principle residence to
                  the Cleveland area;

         o        tax gross-up for those reimbursed expenses which must be
                  declared as taxable income to you.

A copy of the Associate-on-the-Move Policy is included, and is hereby
incorporated into this letter.

We both agree that, within 60 days of your beginning with American Greetings, we
will discuss and agree on an employment agreement that sets forth in detail the
provisions described in this offer letter, and any other terms and conditions
that we both agree are reasonable. We agree that this agreement shall contain
non-compete and confidentiality provisions, and shall include a specific
provision for arbitrating any disputes concerning the agreement. A draft of such
an agreement is enclosed.

This letter supercedes the previous offer letter to you dated August 19, 2002.

Steve, congratulations. We believe that you can make significant contributions
to our efforts. We look forward to your acceptance of this offer.

Very truly yours,

/s/ Jeffrey Weiss
- -------------------------------------
Jeffrey Weiss
Executive Vice President
North American Greeting Card Division

encls.

cc:    Morry Weiss
       Jim Spira

Agreed and Accepted:

/s/ Steven Willensky    9/12/02
- -------------------------------
Steven Willensky         Date

EX-10.II.A.XXII

                                                       Exhibit (10)(ii)(A)(xxii)

                                                                    CONFIDENTIAL

                                    AGREEMENT

         This Agreement ("Agreement") is made this 8th day of April 2003,
between Jon Groetzinger, Jr. ("Groetzinger") and American Greetings Corporation
("AG" or "Company").

         In consideration of the mutual promises contained herein, the parties
agree as follows:

         1. Term. This Agreement will be in effect from April 1, 2003, until
March 31, 2006.

         2. Position. Groetzinger is employed by AG as the Company's Senior Vice
President, General Counsel and Secretary. Until September 30, 2003, Groetzinger
will perform any and all duties commensurate with that position, including
without limitation, assisting in the hiring of a new General Counsel and orderly
transition following that hiring if the hiring occurs prior to September 30,
2003; provided he shall also be allowed to engage in outplacement and other job
seeking activities during this period.

         3. End of Active Employment. If not sooner terminated by AG for cause,
on September 30, 2003, Groetzinger will end his active employment with AG ("End
Date"), except for purposes of qualifying for, and determining contributions
for, health care benefits pursuant to subparagraph 4.b.ii. below for which
Groetzinger will be considered an active employee until March 31, 2006. As of
the End Date, Groetzinger will not be entitled to or receive any benefits or
privileges of employment or post-employment, except for those specifically
provided herein.

                                       1

         4. Compensation and Benefits.

         a. Pre-End Date. For the period April 1, 2003, through September 30,
            2003, or until Groetzinger voluntarily resigns or is terminated for
            cause prior to September 30, 2003, the Company will pay Groetzinger
            as compensation for his services:

            i. Annual Base. An annual base salary of $322,722.48 less payroll
            taxes and other withholdings;

            ii. Bonus. Groetzinger will be paid a (a.) FY03 bonus if one is paid
            generally to Senior Vice-President in enterprise management, and
            (b.) the "doubler" if one is paid generally to Senior
            Vice-Presidents in enterprise management. In calculating the bonus
            and doubler, the individual performance component, if any, will be
            calculated at the 100% of the FY03 target bonus for Senior Vice
            Presidents (currently these would be Tier 3 Senior Vice Presidents).
            The actual pay out to Groetzinger will be less payroll taxes and
            other withholdings;

            iii. Options. As of March 3, 2003, Groetzinger received a grant of
            10,000 options for Class A stock. If a grant of stock options is
            made generally to Senior Vice Presidents between the date of this
            Agreement and September 30, 2003, Groetzinger will be granted such
            number as are granted to other Senior Vice Presidents. If the number
            of options granted depends in whole or in part on Groetzinger's
            performance, he will receive such number of options as are granted
            to Senior Vice Presidents who are eligible for 100% of their target
                                       2

                           bonus (currently these would be Tier 3 Senior Vice
                           Presidents); and

                           iv. Other Benefits. The other regular benefits
                           offered to Senior Vice Presidents, including but not
                           limited to, health, life and disability,
                           profit-sharing and 40l(k) benefits, 401(k) maximizer
                           and profit-sharing restoration benefits.

                           v. Flexible Spending Account. Groetzinger shall be
                           permitted to use the amounts in his Flexible Spending
                           Account for CY 2003 for reimbursement of medical
                           expenses, as permitted by the relevant portions of
                           the Internal Revenue Code and Regulations and the
                           Summary Plan Description.

                  If Groetzinger voluntarily resigns or is terminated "for
                  cause," as defined herein, between April 1, 2003, and
                  September 30, 2003, he will no longer receive the compensation
                  and benefits set forth under subparagraph 4.a. as of the
                  effective date of such resignation or termination; provided
                  that prior to such termination "for cause," the Company shall
                  provide Groetzinger in writing the "for cause" ground(s) and a
                  reasonable opportunity to cure if the ground is for "gross
                  incompetence."

                  Groetzinger will not be deemed to have "voluntarily resigned"
                  if AG constructively terminates him or he consents to a
                  written request by AG to cease performing the duties and
                  obligations of his position prior to October 1, 2003.

                  b. Post-End Date. If Groetzinger has not voluntarily resigned
                  or been terminated for cause before October 1, 2003, the
                  Company will pay Groetzinger and ensure that he will
                  participate in the following:

                                       3

                           i. Salary Continuation. From October 1, 2003, through
                           March 31, 2006, AG will pay Groetzinger a total of
                           $806,806.20, payable in equal monthly installments of
                           $26,893.54 by the last business day of each calendar
                           month by direct deposit to an account designated by
                           Groetzinger;

                           ii. Health Care. From October 1, 2003, through March
                           31, 2006, AG agrees Groetzinger will qualify as an
                           active employee for purposes of receiving the health
                           care benefits benefits provided for in this
                           subparagraph. During this period, AG will make
                           available to Groetzinger, his wife and family, health
                           care benefit alternatives comparable to those made
                           available by AG to active associates at AG's
                           Cleveland headquarters. For this coverage,
                           Groetzinger will pay the full rate that would be paid
                           by a pre-age 65 retiree who has Groetzinger's years
                           of service including the period from October 1, 2003,
                           through the then-current date of coverage, and
                           Groetzinger's actual age, for the health care
                           coverage chosen by Groetzinger. AG will pay to
                           Groetzinger in advance this same amount, less the
                           amount that an actively employed associate would pay
                           for this same coverage, grossed up by 40% to cover
                           applicable taxes. These obligations by both parties
                           will be made as adjustments to the amounts AG is to
                           pay Groetzinger hereunder. If these obligations
                           cannot be satisfied by such payments, Groetzinger
                           shall promptly pay AG the balance due. Following
                           March 31, 2006, Groetzinger, his wife and family will
                           be eligible to participate in a.) AG's health care
                           plans, if any, for pre-age 65 AG retirees with
                           Groetzinger's years of service (with such service to
                           include the period of October 1, 2003, through March
                           31, 2006), and Groetzinger's

                                       4

                           actual age, by paying the full amount for such
                           coverage and b.) upon Groetzinger attaining age 65,
                           AG's health care plans for AG retirees who are age 65
                           and older and who have Groetzinger's years of service
                           (with such service to include the period of October
                           1, 2003, through March 31, 2006);

                           iii. Other Plans. From October 1, 2003, through March
                           31, 2006, AG will allow Groetzinger to participate in
                           umbrella and life insurance coverages afforded Senior
                           Vice Presidents, including but not limited to, the
                           current basic and executive life coverages, if and to
                           the extent that any is available to Senior Vice
                           Presidents generally, with AG paying the full cost of
                           such coverages; and

                           iv. Car. From October 1, 2003, until March 31, 2006,
                           Groetzinger will be entitled to use his existing
                           company car. During this time, AG will make all lease
                           payments, insure the car and make material repairs,
                           and Groetzinger will pay for all gas and other
                           routine maintenance. On or before March 31, 2006,
                           Groetzinger may purchase the car from AG, free and
                           clear of all liens and encumbrances, upon payment of
                           the lower of the then-current net wholesale market
                           value of the car or lease buy out cost, in either
                           case less a $500 discount.

                           v. Stock Options Vesting and Exercisability. All
                           options in Company stock granted prior to and on
                           September 30, 2003, shall vest on September 30, 2003,
                           if they have not already vested by September 30,
                           2003. All such vested options shall be exercisable
                           until June 30, 2006 (i.e. the end of salary
                           continuation plus three months).

                                       5

                           vi. Profit-Sharing and Deferred Compensation Plans.
                           Following September 30, 2003, AG shall pay
                           Groetzinger all amounts in Groetzinger's name or
                           attributable to him in the Employee Retirement and
                           Profit-Sharing Plan, 401(k) Plan and Executive
                           Deferred Compensation and "Option It" Plans and their
                           successor plans, if any, in accordance with the terms
                           of the plans. AG may not withhold any payment, except
                           as required by law.

                  c. Outplacement. From April 1, 2003, until March 31, 2004, and
                  for additional six month increments thereafter until a.) March
                  31, 2006, or b.) such shorter period as is required for
                  Groetzinger to find other full-time employment that he deems
                  suitable in his discretion, AG will provide professional third
                  party outplacement services to Groetzinger at its expense;
                  provided that Groetzinger shall not be required to make an
                  election every six months for such outplacement benefits to
                  continue.

                  If between October 1, 2003, and March 31, 2006, Groetzinger
                  has materially breached the provisions in paragraphs 5. and/or
                  6. below, the payments and benefits set forth in paragraph
                  4.b.i. to 4.b.v. and 4.c. shall cease and any such future
                  payments and benefits thereunder shall be forfeited. For there
                  to be a material breach by Groetzinger under any provision of
                  this Agreement, there must a final decision rendered adverse
                  to Groetzinger under the dispute resolution procedure set
                  forth in subparagraph 11.d. to the effect that Groetzinger has
                  materially breached the Agreement.

                  The compensation and benefits set forth above in subparagraphs
                  4.b.i.-vi and 4.c. constitute the complete list of

                                       6

                  post-End Date compensation and benefits due, payable and
                  available to Groetzinger.

                  d. For Cause. "For cause" as used in this Agreement is defined
                  as termination as a result of 1.) Groetzinger's personal
                  dishonesty, gross incompetence, willful misconduct, breach of
                  fiduciary duty involving personal profit, material and willful
                  violation of any law, final cease-and-desist order, rule,
                  regulation or AG policy, in each case materially affecting AG,
                  or 2.) Groetzinger's material breach of this Agreement.

                  5. Confidential and Trade Secret Information. Groetzinger
         acknowledges that in the course of his employment with AG, he has and
         will have access to confidential information and trade secrets, oral or
         written ("Confidential Information"), misuse or disclosure of which
         could adversely affect AG's business. Groetzinger agrees that he will
         not, either during his employment with AG or at any time thereafter,
         use for himself or others, or disclose or convey to others (except as
         is necessary in the ordinary course of his employment) any of AG's
         Confidential Information. This paragraph shall not prohibit disclosure
         of information, which has become public, unless it became public
         through Groetzinger's material breach of this Agreement.

                  6. Non-Competition; Non-Disparagement. In consideration of
         AG's agreement to employ Groetzinger under the terms of this Agreement,
         Groetzinger agrees that he will not for the following periods engage
         anywhere in the United States or Canada, directly or indirectly, in any
         business activities, either as principal, agent or consultant or
         through any corporation, firm or organization in which he may be an
         officer, director, employee, substantial shareholder, partner, member
         or be otherwise affiliated that are in competition with AG's businesses
         at such time: (i) for the period of his active employment from April 8,
         2003, until

                                       7

         September 30, 2003, and (ii) during the period he may exercise stock
         options under paragraph 4.b.v. above.

                  Further, Groetzinger agrees that at no time following his
         signing of this Agreement will he directly or indirectly disparage to a
         third party AG, its affiliates and subsidiaries or any of AG's
         directors, officers, employees, agents and representatives.

                  7. Conflict of Interest. Groetzinger represents and warrants
         that he has no interest or obligation that is inconsistent with or in
         conflict with this Agreement or that would prevent, limit or impair his
         performance of any part of this Agreement.

                  8. Non-disclosure. Unless required by law or agreed to in
         writing by the other party, neither party hereto will disclose the
         terms of this Agreement or discussions that occurred during its
         negotiation to any person, firm or corporation other than its/his
         outside advisors who shall be under the same non-disclosure duty.

                  9. Mutual General Release. In consideration of the mutual
         promises made herein and other valuable consideration, from March 1,
         1988, to the date of this Agreement, each party hereto hereby releases,
         discharges, and forever holds the other harmless from any and all
         claims, demands or suits, known or unknown, fixed or contingent,
         liquidated or unliquidated, arising out of or related to AG's
         employment of Groetzinger,

                  10. Miscellaneous.

                  a. Entire Agreement; Modifications. This Agreement constitutes
                  the entire understanding between Groetzinger and AG relating
                  to the subject matter contained herein and effective April 8,
                  2003, this Agreement supersedes any previous oral or written
                  agreement(s) and understandings,

                                       8

                  including without limitation, the employment agreement, dated
                  April 25, 1988, between AG and Groetzinger. This Agreement may
                  not be changed, modified, or altered without the express
                  written consent of Groetzinger and AG.

                  b. No Waiver. Either party's failure to insist upon strict
                  adherence to any term of this Agreement on any occasion shall
                  not be considered a waiver or deprive either party of its/his
                  rights to insist thereafter upon strict adherence to that term
                  or any other term of this Agreement.

                  c. Severability. If any part or section of this Agreement is
                  found to be contrary to law or unenforceable, the remainder
                  shall remain in force and effect.

                  d. Governing Law; Disputes. This Agreement will be governed by
                  and construed in accordance with the law of the State of Ohio.
                  Any disputes regarding this Agreement that cannot be resolved
                  amicably shall be resolved through AG's "Solutions"
                  alternative dispute resolution program or its successor, if
                  any, in accordance with its provisions as are in effect on
                  April 1, 2003. If such dispute cannot be resolved through
                  mediation under that program, it shall be resolved by binding
                  arbitration in Cleveland in accordance with the applicable
                  rules of the American Arbitration Association.

                  e. Return of AG Property. Upon Groetzinger's retirement or
                  termination, regardless of the reason, Groetzinger will
                  promptly surrender to AG such AG property, except for his
                  company car, as AG may request in writing that is in
                  Groetzinger's possession including, but not limited to, all
                  correspondence, memoranda, notes, records, reports, plans,
                  computer printouts, reproductions, slides, electronic data,
                  and any other papers or items, and copies thereof, received or
                  made by Groetzinger in connection with his employment

                                       9

                  with AG; provided Groetzinger may retain personal matter such
                  as his datebooks and chronology files.

                  11. Review by Advisors. Groetzinger acknowledges that he has
         had ample opportunity to consult with his legal and financial advisors,
         has carefully considered this Agreement, and fully understands its
         provisions. He has not relied on any other representations or
         statements, written or oral.

                  12. Survival. The following paragraphs shall survive the
         expiration or termination of this Agreement: subparagraphs 4.b., 4.c.,
         4.d. and paragraphs 5, 6, 7, 8, 9, 10 and 12.



AMERICAN GREETINGS                     JON GROETZINGER, Jr.
CORPORATION

BY:      /s/ Zev Weiss                   /s/ Jon Groetzinger Jr
     --------------------------        ------------------------
NAME:      Zev Weiss
       ------------------------
TITLE:      Exec VP
       ------------------------

                                       10

EX-10.II.A.XXIII

                                                      Exhibit (10)(ii)(A)(xxiii)

                               SEVERANCE AGREEMENT

         This Severance Agreement ("Agreement") is entered into between Patricia
L. Ripple ("EMPLOYEE") and American Greetings Corporation, an Ohio corporation
("AG" or "Company"), on the date set forth at the signature lines below, arising
out of the employment relationship between EMPLOYEE and AG. This Agreement will
not become effective and irrevocably binding until seven (7) days after it is
signed by EMPLOYEE. EMPLOYEE may revoke this Agreement at any time prior to the
expiration of such seven (7) days. A revocation must be in writing and it must
be received by the Company by the close of business on the seventh day.

         In consideration of the mutual covenants and agreements hereinafter set
forth, and intending to be legally bound, the parties agree as follows:

         1. EMPLOYEE hereby acknowledges the elimination of her position as
Senior Vice President with responsibility for Retailer Logistics. EMPLOYEE also
acknowledges that she has been offered a position in another capacity. If
EMPLOYEE continues working for the Company up until August 30, 2002 (or any
other earlier date mutually agreed on by the EMPLOYEE and Company) , the Company
agrees to provide to EMPLOYEE the benefits as described below. These benefits
will be granted to EMPLOYEE as described if she voluntarily separates from the
Company on any date between September 1, 2002 and August 31, 2003, or if she is
involuntarily separated from the Company at any time after September 1, 2002. In
either case, EMPLOYEE's last day of work shall be the "Separation Date."

         2. Upon her separation from the Company and with the signing of a
waiver on or about the Separation Date, prepared by the Company and identical to
paragraph 9 of this agreement, EMPLOYEE will receive the following benefits from
the Company:

                  a.       Severance pay of an amount equal to 30 months base
                           salary, payable in monthly installments, less
                           applicable deductions. If the Separation Date is
                           before September 1, 2003, the severance pay will be
                           based on EMPLOYEE'S base salary in effect on either
                           June 27, 2002 or the Separation Date, whichever is
                           greater. If the Separation Date is on or after
                           September 1, 2003, the severance pay will be based on
                           EMPLOYEE's base salary in effect on the Separation
                           Date. Company reserves the right to pay any portion
                           of the severance pay in an undiscounted lump sum, at
                           Company's discretion;

                  b.       EMPLOYEE shall be eligible to participate in the
                           Fiscal Year 2003 Annual Incentive Plan, as a Senior
                           Vice President in the North American Greeting Card
                           Division (NAGCD), with a Tier 3 or better performance
                           evaluation; if EMPLOYEE's Separation Date is prior to
                           February 28, 2003, and if the NAGCD business unit's
                           actual performance is 100% or less of the business
                           unit goal, EMPLOYEE shall be paid an incentive under
                           this Plan equal to what she would have been paid
                           under both the business unit and corporate components
                           of the Plan had she still been employed on February
                           28, 2003, and earning a base salary equal to her base
                           salary in effect on June 27, 2002; if the NAGCD
                           business unit's actual performance is greater than
                           100% of its business unit goal, EMPLOYEE's actual
                           incentive payment under this Plan will be the amount
                           that would normally be paid (both business unit and
                           corporate components) if the business unit had
                           achieved exactly 100% of its business unit goal, plus
                           a portion of the amount that would normally be paid
                           (both business unit and corporate components) for
                           achieving more than 100% of its goal; that portion
                           will be pro-rated based on the number of full months
                           EMPLOYEE has worked in Fiscal Year 2003; EMPLOYEE
                           will be deemed to have earned the base salary in
                           effect on June 27, 2002 up until February 28, 2003;
                           in all cases, payment (if any) under the corporate
                           component shall be based on actual corporate
                           performance;

                  c.       If EMPLOYEE works into Fiscal Year 2004, and
                           voluntarily separates from the Company during FY
                           2004, the regular terms and conditions of the
                           Incentive Plan shall apply;

                  d.       If EMPLOYEE works into Fiscal Year 2004, or any
                           subsequent fiscal year, and is involuntarily
                           separated during the fiscal year, she shall be paid
                           an annual incentive under the Plan (if any) in effect
                           for that fiscal year at the target annual percentage
                           for her job

                           level, multiplied by the corporate multiplier
                           actually earned (if any), based on her base salary
                           actually earned in that fiscal year, up until the
                           Separation Date;

                  e.       AG will pay for outplacement services for one year to
                           assist EMPLOYEE in seeking employment. AG will select
                           the service provider and will make direct payments to
                           the service provider;

                  f.       EMPLOYEE will have continued use of EMPLOYEE's
                           company car for 90 days after the Separation Date, at
                           which time EMPLOYEE will return the car to AG unless
                           EMPLOYEE exercises the option to purchase the car at
                           a $500 incentive discount, and so notifies the
                           Company of this decision before the end of the 90
                           days.

                  g.       EMPLOYEE will continue to be covered under the
                           Company's Executive Life Insurance Plan for 30 months
                           past the Separation Date.


         3. For the purposes of vesting of stock options granted to EMPLOYEE by
Company prior to the Separation Date, EMPLOYEE shall be considered to be
actively employed by Company for 30 months past the Separation Date. EMPLOYEE
may exercise such options up until the original expiration date set forth in the
original grants.

         4. If EMPLOYEE is re-employed by Company after Separation Date, in any
capacity other than a temporary or part-time assignment, prior to receipt of all
the severance benefits provided in paragraph 2., EMPLOYEE will forfeit any
unpaid severance benefits. In the event EMPLOYEE is paid severance in a lump
sum, s/he will pay back to COMPANY that amount EMPLOYEE would not have received
had severance been paid out in equal installments over time, pursuant to
paragraph 2(a).

         5. EMPLOYEE acknowledges that as of the Separation Date EMPLOYEE will
cease to be an employee of AG and thereafter will not be eligible for or receive
any benefits of employment and that the only benefits EMPLOYEE will receive from
AG after the Separation Date are those benefits described in paragraphs 2 and 3
above; provided, however, that this Agreement does not waive any vested benefits
or any benefit the right to which was earned on or prior to the Separation Date
that EMPLOYEE may be eligible to receive under any stock option plan, the
Retirement Profit Sharing and Savings Plan or the Deferred Compensation Plan.
These benefits shall continue as provided under those plans, through the
Separation Date.

         6. Notwithstanding any other provision of this Agreement, EMPLOYEE
acknowledges that the benefits EMPLOYEE will receive under paragraphs 2 and 3
above are greater than those benefits EMPLOYEE would have been entitled to
receive upon termination in the absence of this Agreement.

         7. This Agreement is offered as part of an exit incentive or other
employment termination program (the "Program"). Information concerning
eligibility and selection for the Program that is required to be provided under
the federal age discrimination in employment laws is enclosed with this
Agreement. EMPLOYEE acknowledges receipt of the information.

         8. It is agreed by EMPLOYEE that this Agreement, the benefits,
including all benefits set forth in paragraphs 2 and 3 above, and all other
terms of this Agreement, are each confidential information and shall not be
disclosed or revealed to any person other than EMPLOYEE's attorneys,
accountants, tax advisors, and immediate family members (who must be informed of
and agree to be bound by the terms of this paragraph), and any governmental
taxing authority.

         9. With respect to any and all events arising out of or related to the
employment relationship between EMPLOYEE and the Company occurring on or before
the Separation Date, EMPLOYEE hereby releases and forever discharges AG, and
each of its agents, officers, directors, employees, subsidiaries, divisions,
affiliates,

                                      -2-

successors and assigns, (collectively "AG Releasees") from any and all claims
and/or causes of action, known or unknown, arising (i) from or during EMPLOYEE's
employment with AG or (ii) as a result of the termination of that employment;
and EMPLOYEE hereby covenants and agrees that he will not assert any such claims
and/or causes of action against any AG Releasee, including but not limited to,
(i) claims and/or causes of action arising under the Age Discrimination in
Employment Act (29 U.S.C. Sec. 621 et seq.), (ii) claims and/or causes of action
arising under federal, state or local laws, including but not limited to those
prohibiting employment discrimination on the basis of race, color, national
origin, religion, sex, age, disability or otherwise; (iii) claims and/or causes
of action growing out of any legal restrictions on AG's right to terminate its
employees, including breach of contract, discharge in violation of public
policy, or promissory estoppel, or (iv)tort claims and/or causes of action,
including infliction of emotional distress, defamation, libel or slander. This
release will not apply to any of the following: (i) coverage of the Employee as
an insured under any AG insurance with respect to third party liability claims;
(ii) rights to defense or indemnification with respect to third party claims
relating to the acts of Employee within the scope of his employment or as an
officer; (iii) right to reimbursement for business expenses incurred prior to
the Severance Date, and (iv) rights to unemployment compensation or workers
compensation.

         10. EMPLOYEE represents and warrants that EMPLOYEE has no interest or
obligation that is inconsistent with or in conflict with this Agreement or that
would prevent, limit or impair Employee's performance of any part of this
Agreement.

         11. EMPLOYEE agrees that in the event that EMPLOYEE materially breaches
any of the terms of this agreement, EMPLOYEE will forfeit the benefits described
in paragraphs 2 and 3, plus EMPLOYEE will pay any expenses or damages incurred
by the AG Releasees as a result of the breach, including reasonable attorneys'
fees. If AG breaches this agreement, AG will pay attorney's fees and expenses
incurred in enforcing this agreement.

         12. EMPLOYEE acknowledges that EMPLOYEE has an obligation of confidence
and non-disclosure with respect to any and all confidential information and
trade secrets that EMPLOYEE acquired during the course of employment with
Company. This obligation of confidence and non-disclosure extends to both
Company information and third-party information held by the Company in
confidence, and this obligation continues after the Severance Date. EMPLOYEE is
prohibited from using or disclosing such information.

         13. EMPLOYEE acknowledges that EMPLOYEE is bound by the non-compete
provisions in the Employment Agreement entered into between EMPLOYEE and
Company, which provide:

             [EMPLOYEE] shall not for a period of twelve months after leaving
             the employ of the Corporation or a subsidiary, regardless of the
             reason for such leaving, enter into the employment, directly or
             indirectly or in a consulting or free lance capacity, of any
             person, firm or corporation in the United States or Canada, which
             at such date of leaving the employ of the Corporation or a
             subsidiary shall be manufacturing or selling products that are
             substantially similar in nature to the products being then
             manufactured or sold by the Corporation or the subsidiary.

         14. (a) This Agreement constitutes the entire understanding between
EMPLOYEE and the Company relating to the subject matter contained herein and
this Agreement supersedes any previous agreement(s) that may have been made in
connection with EMPLOYEE's employment with AG except insofar as such
agreement(s) concern EMPLOYEE's obligations with regard to competing with AG or
EMPLOYEE's obligations with regard to AG's trade secrets, proprietary or other
confidential information belonging to AG, which obligations are not modified,
amended or terminated by this Agreement and which continue after the Separation
Date. This Agreement may not be changed, modified, or altered without the
express written consent of EMPLOYEE and a senior officer of AG.

             (b) AG's failure to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver of, or deprive
AG of its right thereafter to insist upon strict adherence to that term or any
other term of this Agreement. To be effective, any waiver must be in writing and
signed by an officer of AG.

                                      -3-

             (c) This Agreement shall be construed in accordance with the laws
of the State of Ohio. If any part or section of this Agreement is found to be
contrary to law or unenforceable, the remainder shall remain in force and
effect.

         15. EMPLOYEE is hereby advised and encouraged to consult an attorney
prior to executing this Agreement. EMPLOYEE acknowledges that if EMPLOYEE has
executed this Agreement without consulting an attorney EMPLOYEE has done so
knowingly, voluntarily and contrary to the express advice herein.

         16. EMPLOYEE acknowledges that EMPLOYEE has been given at least
forty-five (45) days from the date EMPLOYEE first received this Agreement, which
date was on or before July 1, 2002, during which to consider this Agreement. If
EMPLOYEE does not execute this Agreement by September 1, 2002, the Company may
rescind this Agreement at any time unless the Company expressly notified
EMPLOYEE in writing otherwise.

         17. EMPLOYEE and Company both agree that the execution of this document
does not represent an immediate separation in employment. EMPLOYEE agrees that
if she elects to terminate her employment prior to August 30, 2003, she will be
entitled to those benefits set forth in this Agreement provided a 30-day notice
is received by Company.

AMERICAN GREETINGS CORPORATION


By:     /s/ Pamela L. Linton                Date:
- -----------------------------------              --------------------------
         Pamela  L. Linton
         Senior Vice President
         Human Resources


        /s/ Patricia L. Ripple              Date:
- -----------------------------------              --------------------------
         Patricia L. Ripple

                                      -4-

EX-10.II.A.XXIV

                                                       Exhibit (10)(ii)(A)(xxiv)


                              SEPARATION AGREEMENT

         This Separation Agreement ("Agreement") is entered into between Dale A.
Cable ("EMPLOYEE") and American Greetings Corporation, an Ohio corporation ("AG"
or "Company"), on the date set forth at the signature lines below, arising out
of the employment relationship between EMPLOYEE and AG. This Agreement will not
become effective and irrevocably binding until seven (7) days after it is signed
by EMPLOYEE. EMPLOYEE may revoke this Agreement at any time prior to the
expiration of such seven (7) days. A revocation must be in writing and it must
be received by the Company by the close of business on the seventh day.

         In consideration of the mutual covenants and agreements hereinafter set
forth, and intending to be legally bound, the parties agree as follows:

         1. EMPLOYEE and the Company hereby acknowledge Employee's voluntary
separation from employment with Ethe Company effective February 28, 2003
("Separation Date"), and Employee agrees to work as set forth in Paragraph 2.c.
below through the close of business that day.

         2. Upon the signing of a waiver prepared by the Company and in the form
of Paragraph 7 of this Agreement, and on the condition that EMPLOYEE has not
voluntarily resigned prior to February 28, 2003, EMPLOYEE will receive the
following benefits from the Company;

                  a.       Commencing on the Separation Date, separation pay of
                           an amount equal to 10 months base salary, based on
                           EMPLOYEE'S current annual base salary, payable in
                           monthly installments, less applicable deductions. Any
                           payments due before the effective date of this
                           Agreement shall be payable within fourteen (14) days
                           after the effective date. Company reserves the right
                           to pay any portion of this separation pay in an
                           undiscounted lump sum, at Company's discretion;

                  b.       EMPLOYEE will continue to participate in the Key
                           Management Incentive Plan for Fiscal Year 2003 as
                           Vice President, Treasurer in the Enterprise
                           Management business unit with his individual
                           performance component ranked at not less than Tier 3
                           (which will result in the individual performance
                           component being not less than 100%);

                  c.       EMPLOYEE will be an active employee with the Company
                           through February 28, 2003; EMPLOYEE agrees to
                           continue working in his current role full time up
                           until a date mutually agreed upon by Employee and
                           Company, but no later than the Separation Date;
                           thereafter, EMPLOYEE agrees to make himself available
                           to the Company on an as needed basis up until the
                           Separation Date.

                  d.       For the purposes of vesting of stock options
                           previously granted to EMPLOYEE by Company, and for
                           the purposes of exercising any such stock options,
                           December 31, 2003 shall be considered to be
                           EMPLOYEE's separation date.

                  e.       EMPLOYEE will have continued use of the AG company
                           car for 30 days after the Separation Date, at which
                           time EMPLOYEE will return the car to AG unless
                           EMPLOYEE exercises the option to purchase the car at
                           a $500 discount below the fair market value.

                  f.       AG will pay for outplacement services for 6 months to
                           assist EMPLOYEE in seeking employment. AG will select
                           the service provider and will make direct payments to
                           the service provider. At the discretion of Employee,
                           outplacement services may begin upon the execution of
                           this Separation Agreement or any date thereafter, but
                           not later than June 1, 2003.



                  g.       After the. Separation Date, Company agrees to pay
                           Employee for any services rendered to the Company in
                           connection with any legal or similar proceedings
                           involving the Company where the Company requests
                           Employee's services. The rate for such services shall
                           be the competitive market rate for such consulting
                           services at the time, as mutually agreed by the
                           Employee and the Company. The Company also agrees to
                           pay the reasonable out-of-pocket expenses incurred by
                           Employee, including travel, lodging and meals, in
                           accordance with the Company's normal procedures for
                           reimbursing expenses incurred by employees. Employee
                           agrees to make himself available upon reasonable
                           notice and to cooperate with the Company in the
                           development and presentation of any prosecution or
                           defense of the proceedings.

         3. If EMPLOYEE is re-employed by Company, in any capacity other than a
temporary or parttime assignment, prior to receipt of all the Separation
benefits provided in paragraph 2., EMPLOYEE will forfeit any unpaid Separation
benefits. In the event EMPLOYEE is paid Separation in a lump sum, s/he will pay
back to COMPANY that amount EMPLOYEE would not have received had Separation been
paid out in equal installments over time, pursuant to paragraph 2(a).

         4. EMPLOYEE acknowledges that as of the close of business on the
Separation Date EMPLOYEE will cease to be an employee of AG and thereafter will
not be eligible for or receive any benefits of employment and that the only
benefits EMPLOYEE will receive from AG are those benefits described in paragraph
2 above; provided, however, that this Agreement does not waive any benefits or
Company contribution that EMPLOYEE may be eligible or become eligible to receive
as of the Separation Date under any Stock Option Plan, the Retirement Profit
Sharing and Savings Plan, the Supplemental Executive Retirement Plan, or
Restoration Benefits.

         5. Notwithstanding any other provision of this Agreement, EMPLOYEE
acknowledges that the benefits EMPLOYEE will receive under paragraph 2 above are
greater than those benefits EMPLOYEE would have been entitled to receive upon
termination in the absence of this Agreement.

         6. It is agreed by EMPLOYEE that this Agreement, the benefits,
including all benefits set forth in paragraph 2 above, and all other terms of
this Agreement, are each confidential information and shall not be disclosed or
revealed to any person other than EMPLOYEE's attorneys, accountants, tax
advisors, and immediate family members (who must be informed of and agree to be
bound by the terms of this paragraph), and any governmental taxing authority.

         7. With respect to any and all events arising out of or related to the
employment relationship between EMPLOYEE and the Company occurring on or before
the Separation Date, EMPLOYEE hereby releases and forever discharges AG, and
each of its agents, officers, directors, employees, subsidiaries, divisions,
affiliates, successors and assigns, (collectively "AG Releasees") from any and
all claims and/or causes of action, known or unknown, arising (i) from or during
EMPLOYEE's employment with AG or (ii) as a result of the termination of that
employment; and EMPLOYEE hereby covenants and agrees that he will not assert any
such claims and/or causes of action against any AG Releasee, including but not
limited to, (i) claims and/or causes of action arising under the Age
Discrimination in Employment Act (29 U.S.C. Sec. 621 et seq.), (ii) claims
and/or causes of action arising under federal, state or local laws, including
but not limited to those prohibiting employment discrimination on the basis of
race, color, national origin, religion, sex, age, disability or otherwise; (iii)
claims and/or causes of action growing out of any legal restrictions on AG's
right to terminate its employees, including breach of contract, discharge in
violation of public policy, or promissory estoppel, or (iv)tort claims and/or
causes of action, including infliction of emotional distress, defamation, libel
or slander. This release does not apply to any of the following: (i) coverage of
the Employee as an insured under any insurance of the Company with respect to
third party claims; (ii) rights to defense or indemnification with respect to
third party claims relating to the acts of Employee within the scope of his
employment or as an officer; (iii) right to reimbursement for business expenses
incurred prior to the

                                       -2-



Separation Date; (iv) rights to unemployment compensation or workers'
compensation benefits; and (v) the payments and benefits specifically set forth
and agreed to by the Company under this Separation Agreement.

         8. The Company hereby releases and forever discharges EMPLOYEE from any
and all causes of action, claims, demands, rights and/or actions, whether in law
or in equity, known or unknown, arising from EMPLOYEE's conduct within the scope
of his employment with the Company. The Company shall indemnify and save
harmless Employee from and against all loss, costs, expenses and damages
(including reasonable attorneys' fees) resulting from claims brought against
Employee that arise out of Employee's conduct within the scope of his
employment; provided, however, (i) that prompt written notice is given to the
Company of any claim or suit, (ii) that the Company shall have the option to
undertake and conduct the defense and/or settlement of any such claim or suit,
(iii) that Employee shall cooperate with the Company in the defense of any such
claim or suit, (iv) that Employee acts to mitigate any damages, (v) that no
settlement of any claim or suit may be made without the Company's prior written
consent, and (vi) that if the Company undertakes the defense of a claim brought
against Employee, the Company shall not be responsible for attorney's fees,
costs and expenses incurred by Employee after the Company undertakes the defense
of the claim.

         9. EMPLOYEE represents and warrants that EMPLOYEE has no interest or
obligation that is inconsistent with or in conflict with this Agreement or that
would prevent, limit or impair Employee's performance of any part of this
Agreement.

         10. EMPLOYEE agrees that in the event that EMPLOYEE breaches any of the
terms of this Agreement, EMPLOYEE will forfeit the benefits described in
paragraph 2, plus EMPLOYEE will pay any expenses or damages incurred by the AG
Releasees as a result of the breach, including reasonable attorneys' fees.

         11. EMPLOYEE acknowledges that EMPLOYEE has an obligation of confidence
and nondisclosure with respect to any and all confidential information and trade
secrets that EMPLOYEE acquired during the course of employment with Company.
This obligation of confidence and non-disclosure extends to both Company
information and third-party information held by the Company in confidence, and
this obligation continues after the Separation Date. EMPLOYEE is prohibited from
using or disclosing such information.

         12. EMPLOYEE acknowledges that EMPLOYEE is bound by the non-compete
provisions in the Employment Agreement entered into between EMPLOYEE and
Company, which provide:

             [EMPLOYEE] shall not for a period of twelve months after leaving
             the employ of the Corporation or a subsidiary, regardless of the
             reason for such leaving, enter into the employment, directly or
             indirectly or in a consulting or free lance capacity, of any
             person, firm or corporation in the United States or Canada, which
             at such date of leaving the employ of the Corporation or a
             subsidiary shall be manufacturing or selling products that are
             substantially similar in nature to the products being then
             manufactured or sold by the Corporation or the subsidiary.

         13. (a) This Agreement constitutes the entire understanding between
EMPLOYEE and the Company relating to the subject matter contained herein and
this Agreement supersedes any previous agreement(s) that may have been made in
connection with EMPLOYEE's employment with AG except insofar as such
agreement(s) concern EMPLOYEE's obligations with regard to competing with AG or
EMPLOYEE's obligations with regard to AG's trade secrets, proprietary or other
confidential information belonging to AG, which obligations are not modified,
amended or terminated by this Agreement and which continue after the Separation
Date. This Agreement may not be changed, modified, or altered with out the
express written consent of EMPLOYEE and an officer of AG.

                                      -3-



                  (b) AG's failure to insist upon strict adherence to any term
of this Agreement on any occasion shall not be considered a waiver of. or
deprive AG of its right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. To be effective, any waiver must be in
writing and signed by an officer of AG.

                  (c) This Agreement shall be construed in accordance with the
laws of the State of Ohio. If any part or section of this Agreement is found to
be contrary to law or unenforceable, the remainder shall remain in force and
effect.

         14. EMPLOYEE is hereby advised and encouraged to consult an attorney
prior to executing this Agreement. EMPLOYEE acknowledges that if EMPLOYEE has
executed this Agreement without consulting an attorney EMPLOYEE has done so
knowingly, voluntarily and contrary to the express advice herein.

         15. EMPLOYEE acknowledges that EMPLOYEE has been given at least
twenty-one (21) days from the date EMPLOYEE first received this Agreement, which
date was on or before September 17, 2002, during which to consider this
Agreement. EMPLOYEE understands that the offer made to EMPLOYEE by this
Agreement remains open for at twenty-one (21) days, and that EMPLOYEE may accept
the offer at any time from September 17, 2002 through October 15, 2002. If
EMPLOYEE does not accept this Agreement on or before that date, the offer set
forth in this Agreement is automatically rescinded unless AG expressly notifies
EMPLOYEE in writing otherwise.

AMERICAN GREETINGS CORPORATION


By:  /s/ Pamela L. Linton                        Date   10-23-02
    ----------------------------------------          ------------------------
     Pamela L. Linton
     Senior Vice President
     Human Resources


By: /s/ Dale A. Cable                            Date   10-23-02
    ----------------------------------------          ------------------------
     Dale A. Cable

                                      -4-

EX-10.II.A.XXV

                                                        Exhibit (10)(ii)(A)(xxv)

                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT is made at Cleveland, Ohio, this 301h -day of May,
2001, by and between AMERICAN GREETINGS CORPORATION, an Ohio corporation
(Corporation) and Pamela Linton (Employee).

         In consideration of the covenants hereinafter set forth, the parties
hereto mutually agree as follows:

         1.       Subject to the provisions hereof, the Corporation shall employ
                  Employee as Senior Vice President, Human Resources of the
                  Corporation, either elected by the Board of Directors or
                  appointed by the Executive Committee with such duties and
                  responsibilities as may be assigned to her from time to time
                  by the Board of Directors or the Executive Committee of the
                  Board of Directors of the Corporation and Employee shall
                  devote her full business time and attention and give her best
                  efforts to the business affairs of the Corporation as the
                  Board of Directors or the Executive Committee of the Board of
                  Directors of the Corporation may from time to time determine.
                  Employee recognizes that in serving as an officer of the
                  Corporation, she serves in such capacity solely at the
                  pleasure of the Board of Directors or the Executive Committee
                  of the Board of Directors of the Corporation and that her
                  employment in such capacity or in any other capacity may be
                  terminated at any time by the Board of Directors or the
                  Executive Committee of the Corporation.

         2.       The Corporation shall, during the term of this Employment
                  Agreement, pay to Employee as minimum compensation for her
                  services a base salary at a rate to be fixed by the Board of
                  Directors or the Executive Committee of the Board of Directors
                  or the Chairman of the Executive Committee, which rate shall
                  not be less than $300,000.00 per year, plus such additional
                  compensation as the board of Directors or the Executive
                  Committee of the Board







                  of Directors or the Chairman of the Executive Committee may
                  from time to time determine.

         3.       Employee covenants and agrees that in consideration of her
                  employment as an officer of the Corporation, she will not for
                  a period of twelve months after leaving the employ of the
                  Corporation, regardless of the reason for such leaving, enter
                  into the employment, directly or indirectly or in a consulting
                  or freelance capacity, of any person, firm or corporation in
                  the United States or Canada, which at such date of leaving the
                  employ of the Corporation or a subsidiary shall be
                  manufacturing or selling products that are substantially
                  similar in nature to the products being then manufactured or
                  sold by the Corporation or the subsidiary.

         4.       In the event that the employment of Employee under this
                  Employment Agreement is terminated by the Corporation, the
                  Corporation covenants and agrees that it shall pay or cause to
                  be paid to Employee a continuing salary at a rate which shall
                  be the highest base salary rate paid Employee during the
                  preceding six-month period for a period of time equivalent to
                  one-half month for each year of employment by the Corporation,
                  but in no event to be less than a period of three months nor
                  greater than a period of twelve months. The provisions of this
                  paragraph shall not be applicable if the Employee is
                  terminated for cause.

         5.       In the event that Employee shall cease to be employed as an
                  officer of the Corporation, but shall continue in the employ
                  of the Corporation or a subsidiary, then this Employment
                  Agreement shall terminate twelve months after the date that
                  Employee ceases to be employed as an officer of the
                  Corporation.

         6.       I, the Employee, agree that during the period of my employment
                  and thereafter, I will keep confidential and will not disclose
                  any information, records, documents or trade secrets of the
                  Corporation acquired by me during my employment, and except as
                  required by my






                  employment, will not remove from the Corporation's premises
                  any record or other document relating to the business of the
                  Corporation, or make copies thereof; it being recognized by,
                  me that such information is the property of the Corporation.

         7.       This Agreement shall be applied and interpreted under the laws
                  of the State of Ohio.




     AMERICAN GREETINGS CORPORATION




     BY:  /S/ JAMES SPIRA                         /S/ PAMELA L. LINTON
         --------------------                     ------------------------
              PRESIDENT                                   EMPLOYEE








                                    AMENDMENT

This Amendment is to the Employment Agreement (Agreement) between American
Greetings Corporation (Corporation) and Pamela Linton (Employee), dated May 31,
2001. In consideration of the mutual promises of the parties in the Agreement
and herein, the parties agree as follows:

1.       TERM OF AMENDMENT. The term of this Amendment shall be June 4, 2001,
         through and including July 4, 2004.

2.       DEFERRAL. From the base salary paid to Employee under the Agreement, an
         annual sum of $50,000 shall be deferred during the three year of this
         Amendment. These sums can be deferred from base salary or bonuses or
         some combination thereof and shall be placed in the Executive Deferred
         Compensation Plan (Plan). The cumulative three year total or such
         lesser prorated amount if Employee leaves the employ of the Corporation
         prior to the end of the three year term of this Amendment, plus any
         Plan earnings shall be paid. to Employee in a lump sum within five (5)
         days of the date of termination. The deferred amount shall be payable
         regardless of whether Employee has been terminated with or without
         cause or leaves of her own volition.

3.       SEVERANCE. If Employee is terminated without cause during the first 18
         months of this Amendment's three year term, in addition to any other
         amounts payable, she will receive a severance payment of $450,000
         (Severance), payable within five (5) days of the date of termination.
         If Employee is terminated without cause between the start of the 19th
         month and the end of the 36th month of such three year term, she will,
         in addition to any other amounts payable, receive Severance that is
         reduced by 1/18 for each full month after the


         18th month during which Employee is employed by the Corporation. Thus,
         for example, if Employee were terminated without cause at the start of
         the 25th month, her Severance would be reduced by 6/18ths (the
         numerator being the six months between the start of the 19th month and
         end of the 24th month). No Severance is due or payable to Employee if
         at any time during such three year term Employee is terminated for
         cause or leaves the employ of the Corporation voluntarily and without
         good cause attributable to the Corporation, the latter to include the
         Corporation's material breach of the Agreement or this Amendment. This
         paragraph 2. supersedes paragraph 4. of the Employment Agreement of May
         30, 2001, between Employee and the Corporation.

4.       BONUSES, BENEFITS AND STOCK OPTIONS. During the term of her employment,
         Employee shall be entitled to such bonuses, benefits and stock options
         that generally inure to senior vice presidents of the Corporation under
         the applicable plans and policies so long as she is employed at that
         level.

5.       FOR CAUSE. As used herein, "for cause" is defined as termination as a
         result of Employee's personal dishonesty, willful misconduct, breach of
         fiduciary duty involving personal profit, intentional failure to
         perform stated duties, willful violation of any law, rule, or
         regulation (other than traffic violations and similar offenses) or
         final cease-and-desist order, or other behavior or actions that a
         reaqsonable person would conclude evidences moral turpitude The
         Corporation may also terminate Employee's employment under this
         provision for gross incompetence or intentional failure or refusal to
         perform stated duties, but only after all of the following have
         occurred:

         a.       Employee has been provided written notice specifying same;

         b.       Employee has been given a reasonable period of time (not to
                  exceed 90 days) 2 in which to cure such specified gross
                  incompetence, failure or refusal; and

         c.       Employee shall have failed to cure same to the Corporation's
                  reasonable satisfaction.


AMERICAN GREETINGS CORPORATION

By: /s/ James Spira                         By: /s/ Pamela L. Linton
    -------------------------                   -----------------------------
       President                                  Employee

EX-10.III.A.I

                                                                   10(iii)(A)(i)


                         AMERICAN GREETINGS CORPORATION

                     Agreement to Defer Stock Option Gains
                     -------------------------------------

         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.





         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.


                                       2


         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 Shares. Such Sub-Account shall be deemed to be
                  invested in Common Shares of the class covered by the Option
                  and shall be credited with stock dividends declared thereon.
                  Appropriate adjustments in the Common Share Sub-Account shall
                  be made as equitably required to prevent dilution or
                  enlargement of the Sub-Account from any stock dividend, stock
                  split, reorganization or other such corporate transaction or
                  event. The Cash Sub-Account shall be credited with an amount
                  equal to the amount of the cash dividend paid periodically
                  with respect to Common Shares multiplied by the number of
                  Common Shares credited to the Common Share Sub-Account as of
                  the record date for the corresponding cash dividend, PLUS, IF
                  APPLICABLE, ANY ACTUAL EARNINGS CREDITED TO THE CASH
                  SUB-ACCOUNT FOLLOWING THE ESTABLISHMENT OF THE GRANTOR TRUST
                  DESCRIBED IN PARAGRAPH 3 BELOW.

         2.       The value of the Optionee's Account shall be determined from
                  time to time by the Administrator in the following manner:

                  (a)      The Account shall be valued as of each December 31 or
                           more frequently as agreed upon by the Administrator,
                           and shall again be valued as of the date that an
                           Optionee receives any payment under the Agreement, in
                           accordance with the procedures established by the
                           Administrator.

                  (b)      All allocations to the Account shall be deemed to
                           have been made on the applicable valuation date in
                           the manner set forth in this paragraph, even though
                           actually determined at a later date.



                                       3


         3.       All amounts which are credited to the Account shall be
                  credited solely for purposes of accounting and computation and
                  shall remain assets of the Company subject to the claims of
                  the Company's general creditors. This Agreement is designed to
                  be unfunded, with amounts payable hereunder being paid from
                  the general assets of the Company. Notwithstanding the
                  foregoing, the Company may, but is not required to, deposit
                  the Gain Shares in a grantor trust for the purpose of securing
                  the benefits to be provided to the Optionee pursuant to this
                  Agreement. IN THE EVENT THAT THE GAIN SHARES ARE DEPOSITED IN
                  A GRANTOR TRUST, THE OPTIONEE SHALL HAVE NO AUTHORITY OR
                  RESPONSIBILITY TO REDIRECT THE INVESTMENT OF SUCH GAIN SHARES
                  AND SUCH GAIN SHARES SHALL AT ALL TIMES BE DEEMED INVESTED IN
                  COMMON SHARES OF THE CLASS COVERED BY THE OPTION. The assets
                  of any such trust shall at all times be subject to the claims
                  of the Company's general creditors in the event of insolvency
                  or bankruptcy.

                           ARTICLE V - DISTRIBUTIONS

         1.       On each June 30 and December 31 while the Agreement is in
                  effect, the Optionee shall be paid a lump sum distribution in
                  cash equal to the balance credited to his Cash Sub-Account and
                  such balance shall be reduced to zero.

         2.       The Optionee shall receive a distribution of his Account as
                  soon as practicable following the earliest of (a) his
                  termination of employment with the Company for any reason,
                  whether voluntary or involuntary (with or without cause),
                  (b) the expiration of the Deferral Period or (c) a Change in
                  Control.

         3.       In the event of the death or Disability of the Optionee, the
                  Optionee's Account shall be paid to the Optionee's Beneficiary
                  or guardian (as the case may be) within 30 days following the
                  date on which the Company is notified or otherwise determines
                  that such event has occurred.

         4.       Distributions from the Optionee's Account shall be made in a
                  single lump sum payment unless the Optionee elects to receive
                  such payment in the form of annual installment payments over a
                  three (3) or five (5) year period. Any election to receive
                  installment payments must be made in writing (in accordance
                  with rules established by the Administrator) at least six (6)
                  months prior to the date on which the payment is due to be
                  made. Notwithstanding the foregoing, any remaining installment
                  payments shall be accelerated and paid in a single payment in
                  the event of the death of the Optionee, a Change in Control of
                  the Company or the Optionee's involuntary termination of
                  employment from the Company. All payments under the Agreement
                  (except for the semi-annual distributions from the Cash
                  Sub-Account described in paragraph 1 above) shall be in the
                  form of Common Shares of the class covered by the Option (with
                  any fractional shares being paid in cash).



                                       4


         5.       Notwithstanding the foregoing provisions of this Article V, if
                  the deduction of all or any portion of a payment or
                  distribution otherwise due to be made by the Company under the
                  Agreement would be disallowed solely by reason of Code Section
                  162(m) but for the operation of this paragraph, then such
                  payment or distribution (or portion thereof) shall be deferred
                  and made at the earliest time that Section 162(m) would not
                  apply to disallow the corresponding deduction by the Company.

         6.       Distributions under the Agreement shall be subject to all
                  applicable withholding taxes.

                           ARTICLE VI- MISCELLANEOUS

         1. GENERAL PROVISIONS. This Agreement shall be governed by the laws of
the State of Ohio. This Agreement may be amended only by a written instrument
executed by both of the parties hereto. This Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof. If any provision of this Agreement is found to be unenforceable, the
balance of this Agreement shall not be affected thereby.

         2. AUTOMATIC TERMINATION. Notwithstanding anything to the contrary
contained in this Agreement, the Agreement shall automatically terminate (and
the Optionee's Account shall be immediately distributed in a single lump sum) in
the event it is determined by the Company that, based upon a change in the
federal tax laws, a published ruling, regulation or final decision issued by the
Internal Revenue Service or the Department of Labor or by a court of competent
jurisdiction that (a) the Agreement is considered "funded" for purposes of
Title I of ERISA, (b) there is a transfer of property for purposes of Section 83
of the Code resulting in a currently taxable benefit to be realized by the
Optionee or a Beneficiary pursuant to the "economic benefit" doctrine, or (c)
pursuant to Section 451 of the Code, amounts are includable as compensation in
the gross income of the Optionee or Beneficiary in a taxable year that is prior
to the year or years in which such amounts are actually distributed or made
available thereto.

         3. EFFECT OF PRIOR AGREEMENTS. The provisions of any and all Agreements
to Defer Stock Option Gains between the Company and the Optionee are hereby
superseded in their entirety by the provisions of this Agreement.

         4.       ADMINISTRATION.


                  (a)      The Administrator may adopt such rules of procedure
                           as it deems desirable for the conduct of its affairs,
                           except to the extent that such rules conflict with
                           the provisions of the Agreement.

                  (b)      The Administrator shall have the following rights,
                           powers and duties: (i) Subject to the terms of this
                           Agreement (including without limitation the claims
                           procedure in paragraph 5 below), the decision of the
                           Administrator in matters within its jurisdiction
                           shall be final, binding and conclusive upon the
                           Company and upon any other person affected by such



                                       5



                           decision. (ii) The Administrator shall have the duty
                           and authority to interpret and construe the
                           provisions of the Agreement, to decide any question
                           which may arise regarding the rights of the Optionee
                           and his Beneficiaries, and the amounts of their
                           respective interests, to adopt such rules and to
                           exercise such powers as the Administrator may deem
                           necessary for the administration of the Agreement,
                           and to exercise any other rights, powers or
                           privileges granted to the Administrator by the Board
                           under the terms of the Agreement. (iii) The
                           Administrator shall maintain full and complete
                           records of its decisions. The Administrator shall
                           within a reasonable time after the end of each
                           calendar year provide the Optionee with a detailed
                           report of the status of the Account.

                  (c)      No fee or compensation shall be paid to any person
                           for services as the Administrator.

         5. CLAIMS PROCEDURE. If a claim for benefits under the Agreement is
wholly or partially denied, notice of the decision shall be furnished to the
claimant by the Administrator within a reasonable period of time after receipt
of a claim by the Administrator. Any claimant who is denied a claim shall be
furnished written notice setting forth the specific reason or reasons for the
denial; specific reference to the pertinent provision of the Agreement upon
which the denial is based; a description of any additional material or
information necessary for the claimant to perfect the claim; and an explanation
of the claim review procedure. In order that a claimant may appeal a denial of a
claim, the claimant or the claimant's duly authorized representative may:
request a review by written application to the Administrator, or its designate,
no later than 60 days after receipt by the claimant of written notification of
denial of a claim; review pertinent documents; and submit issues and comments in
writing. A decision on review of a denied claim shall be made not later than 60
days after receipt of a request for review, unless special circumstances require
an extension of time for processing, in which case a decision shall be rendered
within a reasonable period of time, but not later than 120 days after receipt of
a request for review. The decision on review shall be in writing and shall
include the specific reason(s) for the decision and the specific reference(s) to
the pertinent provisions of the Agreement on which the decision is based. If a
claimant disagrees with the decision on review, he shall have 30 days from
receipt of the decision on review to demand binding confidential arbitration
before three arbitrators in Cleveland, Ohio under Ohio law and the rules of the
Center for Public Resources or American Arbitration Association (as the claimant
may choose) for arbitration of employment disputes as his sole remedy. The award
of the arbitrator shall be enforceable under 9 USC Sections 1-16 in any Court of
competent jurisdiction.

         6. NO ASSIGNMENT OF BENEFIT. It is a condition of this Agreement and
all rights of the Optionee shall be subject thereto, that no right or interest
of the Optionee shall be assignable or subject to execution, garnishment,
attachment, pledge, bankruptcy or levy of any kind, but excluding devolution by
death or mental incompetency. Further, no interest of the Optionee and no
benefit payable hereunder shall be assigned as security for a loan, and any such
purported assignment shall be null, void and of no effect, nor shall any such
interest of any such benefit be subject in any manner, either voluntarily or
involuntarily, to anticipation, sale, transfer, assignment, or encumbrance by or
through the Optionee. If any attempt is made to alienate, pledge or charge any



                                       6


such interest of any such benefit or any debt, liabilities in tort or contract,
or otherwise, of the Optionee contrary to the prohibitions of the preceding
sentence, then the Administrator in his discretion may suspend or forfeit the
interest of the Optionee and during the period of such suspension, or in the
case of forfeiture, the Administrator shall hold such interest for the benefit
of or shall make the payments to which the Optionee would otherwise be entitled
to, to the Optionee's spouse, children or other relatives to be selected in the
sole discretion of the Administrator.

         7. SUCCESSORS. The provisions of the Agreement are binding upon and
inure to the benefit of the Company, its successors and assigns, and the
Optionee, his Beneficiaries, heirs, and legal representatives.

         8. NO GUARANTEE OF EMPLOYMENT. Nothing contained in the Agreement shall
be construed as a contract of employment or deemed to give the Optionee the
right to be retained in the employ of the Company or any equity or other
interest in the assets, business or affairs of the Company.

         9. NOTIFICATION OF ADDRESSES. The Optionee and each Beneficiary shall
file with the Administrator, from time to time, in writing, the post office
address of the Optionee, the post office address of each Beneficiary, and each
change of post office address. Any communication, statement or notice addressed
to the last post office address filed with the Administrator (or if no such
address was filed with the Administrator, then to the last post office address
of the Optionee or Beneficiary as shown on the Company's records) shall be
binding on the Optionee and each Beneficiary for all purposes of the Agreement
and neither the Administrator nor the Company shall be obliged to search for or
ascertain the whereabouts of the Optionee or any Beneficiary.


         IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto on the date first above written.


                                 AMERICAN GREETINGS CORPORATION



                                 By: /s/ Harvey Levin
                                    ----------------------------------
                                 Title: Sr. V.P. Human Resources
                                       -------------------------------


                                 /s/ Morry Weiss
                                 -------------------------------------
                                 Morry Weiss



                                       7

EX-21

                                                                               .
                                                                               .
                                                                               .
                                                                      EXHIBIT 21


                         AMERICAN GREETINGS CORPORATION
                         Subsidiaries of the Registrant




                                                                              State / Jurisdiction
                        Subsidiary                                              of Incorporation
- ------------------------------------------------------------         ----------------------------------------
                                                                  
A.G. Industries, Inc.                                                North Carolina
A.G. (U.K.), Inc.                                                    Ohio
AGC Funding Corporation                                              Delaware
AGC Holdings, Inc.                                                   Delaware
AGC, Inc.                                                            Delaware
AGC Investments, Inc.                                                Delaware
Carlton Cards (Canada) Limited                                       Canada
Carlton Cards (United Kingdom) Limited                               United Kingdom
Carlton Cards Retail, Inc.                                           Connecticut
AmericanGreetings.com, Inc.                                          Ohio
Gibson Greetings, Inc.                                               Ohio
Hanson White Ltd.                                                    United Kingdom
John Sands (Australia) Ltd.                                          Delaware
Magnivision, Inc.                                                    Delaware
Plus Mark, Inc.                                                      Ohio

EX-23

                                                                      EXHIBIT 23





                         Consent of Independent Auditors


We consent to the incorporation by reference in (i) Post-Effective Amendment
Number 1 dated May 27, 1986 to Registration Statement No. 2-89471 on Form S-3,
(ii) Post-Effective Amendment Number 1 dated May 31, 1984 to Registration
Statement No. 2-84911 on Form S-8, (iii) Registration Statement No. 33-975 on
Form S-8 dated November 7, 1985, (iv) Registration Statement No. 33-16180 on
Form S-8 dated July 31, 1987, (v) Registration Statement No. 33-45673 on Form
S-8 dated February 4, 1992, (vi) Registration Statement No. 33-58582 on Form S-8
dated February 22, 1993, (vii) Registration Statement No. 33-61037 on form S-8
dated July 14, 1995, (viii) Registration Statement No. 33-08123 on Form S-8
dated July 15, 1996, (ix) Registration Statement No. 333-41912 on Form S-8 dated
July 21, 2000, (x) Registration Statement No. 333-65534 dated July 20, 2001 on
Form S-8, (xi) Amendment No. 1 dated October 19, 2001 to Registration Statement
No. 333-68526 on Form S-3 and (xii) Registration Statement No. 333-75696 on Form
S-8 dated December 21, 2001 of our report dated April 1, 2003 with respect to
the consolidated financial statements and schedule of American Greetings
Corporation included in its Annual Report (Form 10-K) for the fiscal year ended
February 28, 2003.


/s/ Ernst & Young LLP
Cleveland, Ohio
May 23, 2003

EX-99.1

                                                                    EXHIBIT 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Greetings Corporation (the
"Corporation") on Form 10-K for the fiscal year ended February 28, 2003 as filed
with the Securities and Exchange Commission on the date therein specified (the
"Report"), each of the undersigned certifies pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Corporation.

A signed original of this written statement required by Section 906 has been
provided to American Greetings Corporation and will be retained by American
Greetings Corporation and furnished to the Securities and Exchange Commission or
its staff upon request.


Date:  May 29, 2003

/s/ Morry Weiss
- ----------------------------
Morry Weiss
Chairman and Chief Executive Officer


/s/ Robert P. Ryder
- ----------------------------
Robert P. Ryder
Senior Vice President and Chief Financial Officer