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;


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                           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;


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                  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


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                  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


Source: OneCLE Business Contracts.