AMENDMENT ONE To EXECUTIVE DEFERRED COMP PLAN

EXHIBIT 10.1

AMERICAN GREETINGS CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

AMERICAN GREETINGS CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

Table of Contents

AMERICAN GREETINGS CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

Table of Contents

AMERICAN GREETINGS CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

PREAMBLE

WHEREAS , American Greetings Corporation (the “Employer”) has established one or more qualified retirement or deferred compensation plans for its employees; and

WHEREAS , the Employer recognizes that such qualified plans place limitations on the amount of retirement and deferred compensation benefits available to certain executive employees; and

WHEREAS , the Employer recognizes the unique qualifications of its executive employees and the valuable services that they have provided to or for the Employer; and

WHEREAS , the Employer desires to establish an unfunded plan to pay deferred compensation benefits to certain of its executive employees in excess of what is available under such qualified plans; and

WHEREAS , the Employer has determined that the implementation of a plan to provide such excess benefits will best serve its interest in retaining executive employees;

NOW , THEREFORE , the Employer hereby establishes the American Greetings Corporation Executive Deferred Compensation Plan as hereinafter provided:

ARTICLE l
GENERAL

Section 1.1 Effective Date . The provisions of the Plan shall be effective as of October 26, 1993. The rights, if any, of any person whose status as an employee of the Employer has terminated shall be determined pursuant to the Plan as in effect on the date such employee terminated, unless a subsequently adopted provision of the Plan states otherwise.

Section 1.2 Intent . The Plan is intended to be an unfunded plan primarily for the purpose of providing deferred compensation benefits to a select group of management or highly compensated employees as such group is described under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. The Plan is not intended to be a plan described in Section 401(a) of the Code.

ARTICLE ll
DEFINITIONS AND USAGE

Section 2.1 Definitions . Wherever used in the Plan, the following words and phrases shall have the meaning set forth below unless the context plainly requires a different meaning:

“ Account ” means the account(s) established on behalf of the Participant as described in Section 4.2 and Section 5.2, as applicable.

“ Administrator ” means the person or persons described in Article Vlll.

“ Agreement ” means an Agreement for Deferred Compensation Benefits negotiated between the Employer and an eligible employee in accordance with Section 3.3.

“ Board ” means the members of the Board of Directors of American Greetings Corporation and any committee of the Board.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Compensation ” means the total of all wages, salaries, bonuses, restricted stock grants, fees for professional service and other amounts received by an employee for personal services actually rendered in the course of employment with the Employer, including those items specified in Treasury Regulation §1.415-2(d)(2), but excluding amounts realized from the exercise of a non-qualified stock option, amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option, amounts paid or reimbursed for moving expenses to the extent such amounts are deductible by the employee, and mileage reported as income for the personal uses of an Employer automobile.

“ Deferred Compensation Benefit ” means the benefit of a Participant as determined under Article IV of this Plan.

“ Disability ” or “ Disabled ” means a physical or mental condition of a Participant resulting from a bodily injury, disease, or mental disorder which renders him incapable of continuing in the employment of the Employer. Such Disability shall be determined by the Administrator based upon appropriate medical advice and examination.

“ Employer ” means American Greetings Corporation, a corporation organized under the laws of the state of Ohio, and its controlled subsidiaries and affiliates.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Participant ” means an eligible employee of the Employer who is participating in the Plan in accordance with Section 3.2.

“ Plan ” means the American Greetings Corporation Executive Deferred Compensation Plan.

“ Plan Year ” means the calendar year.

“ Restoration Benefit ” means the benefit of a Participant as determined under Article V of this Plan.

“ Termination for Cause ” means the termination of a Participant’s employment due to any act which, in the Administrator’s reasonable discretion, is deemed to be materially inimical to the best interests of the Employer (or any Employer), including, but not limited to (i) serious, willful misconduct in respect to his duties for the Employer, (ii) conviction of a felony or perpetration of a common law fraud, relative to the Employer’s business, (iii) willful failure to comply materially with applicable laws with respect to the execution of the Employer’s business operations, (iv) theft, fraud, embezzlement, dishonesty or other conduct which has resulted in material economic damage to the Employer or (v) failure to materially comply with the requirements of the Employer’s drug and alcohol abuse policies, if any.

“ Unforeseeable Emergency ” means an unanticipated emergency that is caused by an event beyond the control of the Participant and that would result in severe financial hardship to the individual if early withdrawal were not permitted. Such early withdrawal is limited to the amount necessary to meet the emergency.

Section 2.2 Usage . Except where otherwise indicated by the context, any masculine terminology used herein shall also include the feminine and vice versa, and the definition of any term herein in the singular shall also include the plural and vice versa.

ARTICLE lII
ELIGIBILITY AND PARTICIPATION

Section 3.1 Eligibility . An employee of the Employer shall be eligible to participate in the Plan at such time and for such period as designated by the Administrator in accordance with the Plan and Agreement; provided, however, that such employee is a member of a select group of management or highly compensated employees as such group is described under sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

Section 3.2 Participation. Each eligible employee of the Employer shall become a Participant by entering into an Agreement in the manner provided in Section 3.3 below or by having Restoration Benefits credited to his Account pursuant to Section 5.3 hereof.

Section 3.3 Agreement Procedure .

(a) The Employer and each employee who is eligible to participate in the Plan may execute one or more Agreements for the portion of the employee’s Compensation which the employee elects to apply to the payment of the Deferred Compensation Benefit under the Plan. Each Agreement shall provide for the amount credited to a Participant’s Account in accordance with Section 4.3 below, the period of deferral in accordance with rules established by the Administrator, the investment of such amount in accordance with Section 4.6 below, and the payment of the Participant’s Deferred Compensation Benefit in accordance with Sections 6.1 and 6.2 below.

(b) For the initial Plan Year in which an employee becomes eligible to participate in the Plan, the Agreement shall be a properly completed, executed and delivered to the Administrator prior to the later of (i) the first day of the Plan Year for which the employee first becomes eligible to participate in the Plan, or (ii) 30 days after the date on which the employee first becomes eligible to participate in the Plan.

(c) For any subsequent Plan Year for which an employee is eligible to participate in the Plan, the Agreement shall be properly completed, executed and delivered to the Administrator prior to the first day of the Plan Year for which such Agreement shall be effective.

(d) The deferral period provided under a prior Agreement may be extended at the election of a Participant under rules established by the Administrator; provided, however, that any such election must be made six (6) months prior to the expiration of the deferral period provided under such prior Agreement.

(e) An Agreement shall be effective no earlier than the date on which it is delivered to the Administrator and shall continue in effect for all succeeding Plan Years until the Deferred Compensation Benefit attributable to such Agreement has been paid, unless otherwise provided under the Plan.

ARTICLE IV
DEFERRED COMPENSATOIN BENEFIT

Section 4.1 Deferred Compensation Benefit . A Participant’s Deferred Compensation Benefit shall be equal to the total amount credited to the Participant’s Account under this Article IV.

Section 4.2 Accounts . The Employer shall establish and maintain, pursuant to the terms of the Plan, an Account for each Participant consisting of amounts credited to

such Account pursuant to Sections 4.3, 4.4, 4.5, 4.6 and 4.7 below. All amounts which are credited to the account shall be credited solely for purposes of accounting and computation, and shall remain assets of the Employer subject to the claims of the Employer’s general creditors.

Section 4.3 Negotiated Contributions . The Employer shall contribute such amount under the Plan as determined under the Agreement which is in effect for such Plan Year.

Section 4.4 Matching Contributions . An “Employer Matching Contribution” as determined under the American Greetings Corporation Employees’ Profit Sharing Plan, or successor plan, if any, shall be credited to a Participant’s Account for each Plan Year in which the Participant is an eligible employee of the Employer, but only to the extent such contribution was restricted under such plan due to the limitations imposed under Sections 401(k)(3), 401(m)(2) or 402(g)(1) of the Code.

Section 4.5 Investment Procedure . Periodically, a Participant may express his investment vehicle preferences and the allocation of his funds among those vehicles. However, the Board shall retain overriding discretion over the selection of investment vehicles available and the Board may change, alter or modify its investment policy as it deems appropriate, from time to time, to maximize benefits under the Plan. Any such change, alteration or modification shall be communicated to the Participants under procedures adopted by the Administrator.

Section 4.6 Investments . The portion of a Participant’s Account which is not invested pursuant to the Agreement with the Participant (including any matching contributions) shall be invested as reasonably determined by the Employer, in accordance with the procedures established by the Administrator.

Section 4.7 Valuation of Accoun