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Exhibit 10.3
 JO-ANN STORES, INC.
 SUPPLEMENTAL RETIREMENT BENEFIT PLAN
 (As Amended and Restated)
 (formerly known as the FABRI-CENTERS OF AMERICA, INC.
SUPPLEMENTAL RETIREMENT BENEFIT PLAN)




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JO-ANN STORES, INC.
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
    ARTICLE I.
DEFINITIONS
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(a)
    
    The willful and continued failure by the Participant to
substantially perform his or her normal duties (other than any such failure
resulting from an injury or illness of the Participant resulting in payments
under the Companys group disability program), after a written demand for
substantial performance is delivered to the Participant that specifically
identifies the manner in which the Committee believes that the Participant has
not substantially performed his or her duties, and the Participant has failed
to remedy the situation within thirty (30) business days of receiving such
notice;(b)
    
    The Participants conviction for committing, plea of nolo
contendere regarding, or an admission to the Company of, an act of fraud,
embezzlement, theft, or other criminal act constituting a felony;(c)
    
    The willful engaging by the Participant in gross negligence
materially and demonstrably injurious to the Company; or(d)
    
    The willful engaging by the Participant, in an act of
disloyalty to the Company.
   (a)
    
    any one person, or more than one person acting as a group,
acquires ownership of stock of the Company that, together with stock held by
such person or group, constitutes more than 50% of the total fair market value
or total voting power of the stock of the Company;(b)
    
    any one person, or more than one person acting as a group,
acquires (or has acquired during a 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of the
Company possessing 30% or more of the total voting power of the stock of the
Company;(c)
    
    a majority of members of the Companys board of directors is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Companys board of
directors before the date of the appointment or election; or(d)
    
    any one person, or more than one person acting as a group,
acquires (or has acquired during a 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company
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that have a total gross fair market value equal to or more than 40% of the
total gross fair market value of all of the assets of the Company
immediately before such acquisition or acquisitions.
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ARTICLE II.
SUPPLEMENTAL NORMAL RETIREMENT BENEFITS
 Eligibility.
 Amount of Payment. th th
 ARTICLE III.
SUPPLEMENTAL EARLY RETIREMENT BENEFITS
 Eligibility.
 Amount and Payment.
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th
 ARTICLE IV.
SUPPLEMENTAL DISABILITY RETIREMENT BENEFITS
 Eligibility.
 Amount and Payment. th
 Proof of Total Disability.
 Recovery. th
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ARTICLE V.
DEATH BENEFITS
  ARTICLE VI.
FORFEITURE
      ARTICLE VII.
ADMINISTRATION
 General
 (a)
    
    The Committee shall have the exclusive duty, authority and
discretion to interpret and construe the provisions of the Plan, to determine
eligibility for and the amount of any benefit payable under the Plan, and to
decide any dispute which may rise regarding the rights of Participants (or
their beneficiaries) under this Plan;(b)
    
    The Committee shall have the authority to adopt, alter, and
repeal such administrative rules, regulations, and practices governing the
operation of the Plan as it shall from time to time deem advisable;
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(c)
    
    The Committee may appoint a person or persons to act on behalf
of, or to assist, the Committee in the administration of the Plan,
establishment of forms (including electronic forms) desirable for Plan
operation, and such other matters as the Committee deems necessary or
appropriate;(d)
    
    The decision of the Committee in matters pertaining to this
Plan shall be final, binding, and conclusive upon the Company, any Affiliate,
the Participant, the Participants beneficiary, and upon any person affected by
such decision, subject to the claims procedure set forth in Article VIII; and(e)
    
    In any matter relating solely to a Committee members
individual rights or benefits under this Plan, such Committee member shall not
participate in any Committee proceeding pertaining to, or vote on, such matter.
 Allocation and Delegation of Duties
 (a)
    
    The Committee shall have the authority to allocate, from time
to time, by instrument in writing filed in its records, all or any part of its
respective responsibilities under the Plan to one or more of its members as may
be deemed advisable, and in the same manner to revoke such allocation of
responsibilities. In the exercise of such allocated responsibilities, any
action of the member to whom responsibilities are allocated shall have the same
force and effect for all purposes hereunder as if such action had been taken by
the Committee. The Committee shall not be liable for any acts or omissions of
such member. The member to whom responsibilities have been allocated shall
periodically report to the Committee concerning the discharge of the allocated
responsibilities.(b)
    
    The Committee shall have the authority to delegate, from time
to time, by written instrument filed in its records, all or any part of its
responsibilities under the Plan to such person or persons as the Committee may
deem advisable (and may authorize such person to delegate such responsibilities
to such other person or persons as the Committee shall authorize) and in the
same manner to revoke any such delegation of responsibility. Any action of the
delegate in the exercise of such delegated responsibilities shall have the same
force and effect for all purposes hereunder as if such action had been taken by
the Committee. The Committee shall not be liable for any acts or omissions of
any such delegate. The delegate shall periodically report to the Committee
concerning the discharge of the delegated responsibilities.
 ARTICLE VIII.
CLAIMS PROCEDURE
 General
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(a)
    
    the specific reason or reasons for the denial;(b)
    
    specific reference to the pertinent Plan provision upon which
the denial is based;(c)
    
    a description of any additional material or information
necessary for the claimant to perfect the claim; and(d)
    
    an explanation of the Plans appeals procedure.
 Appeals Procedure
 (a)
    
    may request a review by written application to the Committee
not later than sixty (60) days (or one-hundred eighty (180) days in the case of
a claim involving a Total Disability determination) after receipt by the
claimant of the written notification of denial of a claim;(b)
    
    may review pertinent documents; and(c)
    
    may submit issues and comments in writing.
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ARTICLE IX.
AMENDMENT AND TERMINATION
   ARTICLE X.
MISCELLANEOUS
 Non-Alienation of Rights or Benefits.
 No Death Benefit.
 Plan Non-Contractual.
 Interest of Participant.
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Claims of Other Persons.
 Severability.
 Governing law.
 Successors and Assigns.
 28th November
 JO-ANN STORES, INC.BY:


    /s/ Darrell WebbDarrell Webb, Chairman of the Board,President and Chief Executive Officer - 10 -