Exhibit 10.1  **AMERICAN GREETINGS CORPORATION****SECOND AMENDED AND RESTATED****SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN***(Effective October 31, 2007)*
 

 
**TABLE OF CONTENTS**       ARTICLE I INTRODUCTION  1        ARTICLE II DEFINITIONS  3        ARTICLE III PLAN PARTICIPATION  11        ARTICLE IV CALCULATION, FORM OF A PARTICIPANT’S ACCRUED BENEFIT  13        ARTICLE V FORMS OF RETIREMENT; ELIGIBILITY CONDITIONS  17        ARTICLE VI DISTRIBUTION OF BENEFITS; LIMITATIONS  21        ARTICLE VII DEATH BENEFIT  27        ARTICLE VIII ADMINISTRATION; PLAN MODIFICATION  29        ARTICLE IX GENERAL PROVISIONS  33 -i-
 

 
**ARTICLE I****INTRODUCTION**     WHEREAS, American Greetings Corporation currently maintains the American Greetings CorporationSupplemental Executive Retirement Plan (the “Plan”), which was originally adopted effective March1, 1986, and that has subsequently been amended and restated effective March 1, 2004 (the “FirstAmended and Restated Plan”), and further amended effective January 1, 2005 by Amendment No. 1thereto (“Amendment No. 1”); and     WHEREAS, American Greetings Corporation desires to amend and restate the First Amended andRestated Plan to incorporate the provisions of Amendment No. 1 and further amend the Plan; and     WHEREAS, Section 8.4 of the Plan permits the Company to amend the Plan at any time, by actiontaken by its Board of Directors, and acting in its sole discretion;1.1 **Name Of Plan****.**This Plan shall be known as the American Greetings Corporation SecondAmended and Restated Supplemental Executive Retirement Plan (Effective October 31, 2007). Itconstitutes a full and complete amendment and restatement of, and continuation of, theAmerican Greetings Corporation Supplemental Executive Retirement Plan, effective as of March1, 1986, as amended and restated effective March 1, 2004 by the First Amended and RestatedPlan, and as further amended by Amendment No. 1 thereto effective January 1, 2005. 1.2 **Purpose****.**The purpose of the Plan is to provide any Executive designated toparticipate in the Plan with a retirement benefit that supplements those benefits providedunder any other pension, retirement or profit-sharing plan maintained by American GreetingsCorporation. The Plan is being maintained primarily for the purpose of providing deferredcompensation for a select group of management or highly compensated employees of the Company(as defined herein) on an unfunded basis, within the meaning of section 201(2) of the EmployeeRetirement Income Security Act, as amended (“ERISA”).
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1.3 **Rights of Former Employees****.**Except as otherwise specifically provided herein the termsof the Plan, as in effect immediately prior to March 1, 2004 (as amended by Amendment No. 1), shallcontrol and be used exclusively to determine the rights and duties of any Executive or formerExecutive who separated from employment by the Company prior to the March 1, 2004, the effectivedate of the First Amended and Restated Plan. The terms of the Plan as in effect as of October 31,2007, the effective date of this amendment and restatement, shall control and be used exclusivelyto determine the rights and duties of any Executive or former Executive who separated fromemployment by the Company on or after March 1, 2004 but prior to October 31, 2007.
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**ARTICLE II****DEFINITIONS**     The following words and phrases, where used in the Plan, shall have the following meanings,unless a different meaning is plainly required by the context.2.1 **Accrued Benefit** shall have the meaning set forth in Article IV hereof. 2.2 **Affiliate** means any limited liability company, general partnership, limitedpartnership, business trust, or other non-corporate organization with respect to whichAmerican Greetings Corporation directly or indirectly owns at least fifty percent (50%) ofeither the capital or profits interest therein, and directly or indirectly has the power andauthority to select and appoint, and where applicable remove, such organization’s managers,general partner(s) and/or trustees (as applicable). 2.3 **Assumed Bonus Percentage** shall mean, for any Fiscal Year, 50% of the Participant’starget bonus under the Company’s key management incentive plan, for which the Participant iseligible during any Fiscal Year, based on the Participant’s job classification. For thispurpose, the schedule set forth by the Company’s Board for the various levels of jobclassifications covered by the Company’s key management incentive plan shall be used tocalculate such awards. 2.4 **Beneficiary** shall mean any person or persons designated by the Executive to receivepayments hereunder in the event of such Executive’s death and shall include any persondesignated by such person or persons designated by such beneficiary (or subsequentbeneficiary, as applicable) to receive payments hereunder in the event of such beneficiary’s(or such subsequent beneficiary’s) death. If an Executive or, as applicable, any Beneficiaryof the Executive or of a Beneficiary fails to designate one or more persons as hisBeneficiary, or no such “beneficiary” designation is held to be lawful and in effect, any Planbenefit becoming due and payable to a Beneficiary hereunder shall be paid over to the estateof such Participant, or, the estate of such Beneficiary, as the case may be. If theBeneficiary designated by an individual is, at the time of such designation, the individual’slawful spouse, and the individual and such spouse subsequently become
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divorced or legally separated, such designation shall be deemed invalid as of the effectivedate of such divorce or legal separation, unless (i) the individual thereafter files a newbeneficiary designation again naming the spouse or former spouse as Beneficiary or (ii)continued designation of the spouse or former spouse as the individual’s death beneficiaryunder this Plan is expressly provided for in the terms of a QDRO (as defined in Section9.3(b)).2.5 **Board** shall mean the board of directors of AGCo (as defined herein) or the Committee;provided, that if the Board designates a person or other committee to act specifically onmatters relevant to this Plan, such person or committee shall act (and have the power andauthority to act) as the Board with respect to such matters. 2.6 **Change in Control** shall mean the occurrence of any of the following events,individually or in combination: (a) AGCo is merged or consolidated or reorganized into or with another corporationor other legal person, and as a result of such merger, consolidation or reorganizationless than a majority of the combined voting power of the then-outstanding securities ofsuch corporation or person immediately after such transition is held in the aggregateby the holders of AGCo’s common shares immediately prior to such transaction;  (b) AGCo sells or otherwise transfers all or substantially all of its assets to anyother corporation or other legal person, and less than a majority of the combinedvoting power of the then-outstanding securities of such corporation or personimmediately after such sale or transfer is held in the aggregate by the holders ofAGCo’s common shares immediately prior to such sale or transfer;  (c) There is a report filed on Schedule 13D or Schedule TO (or any successorschedule, form or report), each as promulgated pursuant to the Securities Exchange Actof 1934 (the “Exchange Act”), disclosing that any person (as the term “person” is usedin Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficialowner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor ruleor regulation promulgated under the 
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  Exchange Act) of securities representing 20% or more of the voting power of AGCo’scommon shares;  (d) AGCo files a report or proxy statement with the Securities and ExchangeCommission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule14A (or any successor schedule, form or report or item therein) that a change incontrol of AGCo has or may have occurred or will or may occur in the future pursuant toany then-existing contract or transaction; or  (e) If during any period of two consecutive years, individuals who at the beginningof any such period constitute the directors of AGCo cease for any reason to constituteat least a majority thereof, unless the election, or the nomination for election byAGCo’s shareholders, of each director of AGCo first elected during such period wasapproved by a vote of at least two-thirds of the directors of AGCo then still in officewho were directors of AGCo at the beginning of any such period.Notwithstanding the foregoing provisions of Section 12c and (d) above, a “Change in Control”shall not be deemed to have occurred for purposes of this Plan (i) solely because (A) AGCo;(B) a Subsidiary; (C) any AGCo-sponsored employee stock ownership plan or other employeebenefit plan of AGCo; or (D) any family member of Jacob Sapirstein (including linealdescendants, spouses of such descendants, the lineal descendants of any such spouses, thespouse of any such spouses’ lineal descendants and trusts (including voting trusts) eitherfiles or becomes obligated to file a report or proxy statement under or in responses toSchedule 13D, Schedule TO, Form 8-K or Schedule 14A (or any successor schedule, form orreport or item therein) under the Exchange Act, disclosing beneficialownership by it of shares, whether in excess of 20% of the voting power of AGCo’s common shares or otherwise,or because AGCo reports that a Change in Control of AGCo has or may have occurred or will ormay occur in the future by reason of such beneficial ownership or (ii) solely because of aChange in Control of any Subsidiary.2.7 **Committee** shall mean the Compensation & Management Development Committee of theBoard.
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2.8 **Company** shall mean American Greetings Corporation, an Ohio corporation (“AGCo”) andits controlled Subsidiaries and Affiliates; provided , that for Plan Years commencingafter December 31, 2004, such term shall also include (to the extent not previously includedin the preceding definition) any corporation, limited liability company, partnership, or otherbusiness organization which is part of a “controlled group of corporations” that includes AGCo(within the meaning of Code Section 414(b) and related regulations), or is “under commoncontrol” with AGCo (within the meaning of Code Section 414(c) and related regulations). 2.9 **Compensation** shall mean, for any calendar year preceding the calendar year in whichan Executive who is a Participant attains Normal Retirement Date (or Late Retirement Date,where applicable), the annual base pay received by such Participant from the Company while aParticipant. In the event an Executive who is also a Participant becomes disabled and iseligible for and receiving benefits under the Long Term Disability Plan, such Participant’sparticipation in the Plan shall be deemed to continue and, for Plan purposes, the“Compensation” attributable to such Participant shall be deemed to continue until the close ofthe calendar year coincident with or next preceding the date such Participant no longerreceives such disability income benefits. 2.10 **Effective Date** shall mean October 31, 2007. The effective date of the Plan, ineffect prior to this amendment and restatement, was March 1, 1986 and, with respect to theFirst Amended and Restated Plan, March 1, 2004. 2.11 **Executive** shall mean an employee of AGCo, or of a Subsidiary, or of an Affiliate, whois either a named executive officer, a senior vice president, or a vice president, of suchCompany; provided , that such term shall specifically exclude any individual who is(or, is classified as) a non-resident alien of the United States during any period(s) suchindividual performs services outside of the United States. 2.12 **Final Average Compensation** shall mean an amount, expressed in dollars and cents,determined by the sum of (a) and (b), where: (a) is the average of a Participant’s two (2)calendar years of Compensation that provide the highest average, and (b) is the productderived from multiplying (i) that amount determined in part(a) hereof, by (ii) that
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  average of such Participant’s two (2) Fiscal Year Assumed Bonus Percentages which providethe highest average; provided , that for this purpose, if a Participant has only oneAssumed Bonus Percentage, such Percentage will be considered to be the average. 2.13 **Fiscal Year** shall mean that period which begins on March 1 of each year and ends onthe last day of February of the ensuing year. 2.14 **Long Term Disability Plan** shall mean the American Greetings Corporation Long TermDisability Plan, an employee welfare benefit plan sponsored and maintained by the Company toprovide long-term disability income benefits to plan-covered employees. 2.15 **Participant** shall mean any Executive who is, or becomes, eligible to participate inthe Plan in accordance with the provisions of Sections 3.1 or 3.2 hereof; provided ,that such Executive shall continue as a Participant hereunder only so long as such Executiveremains eligible to participate in the Plan and has not had such participation terminated orsuspended in accordance with Section 3.3 hereof. An Executive, or other individual, who was aParticipant shall remain a Participant so long as such Executive or individual has a vestedinterest in the Plan, without regard to whether such Executive or individual is then employedby the Company. 2.16 **Plan** shall mean the American Greetings Corporation Second Amended and RestatedSupplemental Executive Retirement Plan (Effective October 31, 2007), as set forth in thisinstrument and as further amended from time to time. 2.17 **Plan Administrator** shall mean that person identified in Section 8.1 hereof. 2.18 **Plan Benefit** shall mean the monthly benefit amount a Participant is eligible toreceive pursuant to Article IV, calculated in accordance with Article V, and payable in theform of a monthly annuity for life (with 180 months, guaranteed) in accordance with (andlimited by) Article VI and the remaining provisions of the Plan. 2.19 **Service** shall mean that period of time an Executive is in the employ of the Company,commencing with such Executive’s date of hire and ending with the date such Executive
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 separates from Company employment, as further determined in accordance with the followingrules: (a) Service shall specifically include any period(s) when an Executive is on amedical, military, family or personal leave of absence that either has been approved bythe Company or is required by law to be recognized as employment service for seniorityand benefit plan purposes.  (b) Service shall specifically include any period(s) of time an Executive (who isalso a Plan Participant) is disabled and receiving benefits under the Long TermDisability Plan, even though no longer classified as a Company employee.  (c) Periods of employment by a predecessor-in-interest to the Company or by apredecessor-in-interest to a Subsidiary or an Affiliate, shall be recognized as Serviceonly where (and, to the extent) recognized by the Board by written action.2.20 **Subsidiary** shall mean any corporation at least eighty percent (80%) of whose equitysecurities (determined either by voting power or by interest in profits) are directly orindirectly owned by American Greetings Corporation. 2.21 **Code** shall mean the Internal Revenue Code of 1986, as amended from time to time. Anyreference to a Code section shall include any regulations, notices, or rulings promulgatedthereunder. 2.22 **409A Disability** shall mean a Participant’s absence from employment with the Companywhich: (i) is due to his or her inability to engage in any substantial gainful activity byreason of any medically determinable physical or mental impairment which can be expected toresult in death or can be expected to last for a continuous period of not less than twelve(12) months; or (ii) results from a medically determinable physical or mental impairment whichcan be expected to result in death or can be expected to last for a continuous period of notless than twelve (12) months, and causes such Participant to receive income replacementbenefits for a period of not less than three (3) months under an accident and health plancovering the Company’s employees.
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  Notwithstanding the foregoing, if the Company’s Long Term Disability Plan defines aParticipant’s disability in accordance with the foregoing or, in the alternative, asdetermined by the Social Security Administration, then the definition of ‘409A Disability’shall have the same meaning as the definition of ‘disability’ provided for under theCompany’s Long Term Disability Plan. 2.23 **Specified Employee** shall mean any Participant for whom the following conditions, (a)and (b), are satisfied: (a) at any time during the twelve (12) month period ending on the December 31st precedingthe calendar year in which a given distribution is to occur, such Participant: (i) is one of the top fifty (50) compensated officers of AGCo and has annual“W-2” compensation of at least One Hundred Thirty Thousand Dollars($130,000); or  (ii) owns more than five percent (5%) of AGCo’s stock; or  (iii) owns more than one percent (1%) of AGCo’s stock and has annual “W-2”compensation in excess of One Hundred Fifty Thousand Dollars ($150,000); and (b) AGCo’s stock is publicly traded on the date such Participant Separates from Service.In applying the above rules, the following shall apply: the foregoing compensation amountsshall be adjusted from time to time in accordance with the cost-of-living adjustments underCode Section 416(i); and an individual who qualifies as a Specified Employee under thisSection 2.23 shall be treated as a Specified Employee for the twelve (12) month periodbeginning on the April 1st next following the date he or she so qualifies.2.24 **Separation from Service** or “Separates from Service” shall mean a Participant’stermination from employment with the Company on account of such Participant’s death, permanentand total disability, retirement, or other such termination of employment. A Participant willnot be deemed to have experienced a Separation from Service if such 
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 Participant is on military leave, sick leave, or other bona fide leave of absence, to theextent such leave does not exceed a period of six (6) months or, if longer, such longerperiod of time as is protected by either statute or contract. A Participant will not bedeemed to have experienced a Separation from Service, if such Participant continues toprovide “significant services” to the Company. For purposes of the preceding sentence, aParticipant will be considered to provide “significant services” if such Participantprovides continuing services that average more than twenty percent (20%) of the servicesprovided by such Participant to the Company during the immediately preceding three (3) fullcalendar year of employment.In this document, unless the context clearly requires otherwise, the singular shall includethe plural and the masculine gender shall include the feminine.
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**ARTICLE III****PLAN PARTICIPATION**3.1 **Automatic Participation, As Of The Effective Date****.**Each Executive who was aParticipant in the Plan on the day before the Effective Date of this amendment and restatementshall automatically continue as a Participant, as of the Effective Date. 3.2 **Participation After The Effective Date; New Entrants****.**Any Executive who does notautomatically become a Participant as of the Effective Date shall become a Participant on anydate, subsequent to the Effective Date, that such Executive is designated as eligible toparticipate in an action taken by the Board. Where a Board action designates an Executive aseligible to participate in the Plan without also specifying a date for commencing suchparticipation, the date such Board action was taken shall constitute the commencement date. 3.3 **Termination Or Suspension Of Participation; Renewed Participation****.**A Participant’scontinued participation in the Plan may be discontinued at any time by action of the Board, inaccordance with and subject to the following rules: (a) In the event a Participant’s participation herein is discontinued, the terms ofsuch discontinuation shall be set forth in writing and a copy of such terms shall beprovided to such Participant, the Plan Administrator, and the Committee.  (b) Subject to the provisions of Article VI hereof, if at the time a Participantdiscontinues participation hereunder such Participant has a right to a Plan benefitbased on the terms of the Plan then in effect, said right shall not be forfeitable andsuch Participant shall be entitled to receive such Plan benefit, based on and inaccordance with the terms of the Plan in effect at the time of such discontinuation.  (c) In the event a Participant whose Plan participation has been discontinued isagain designated for participation in the Plan in accordance with Section 3.2 hereof,the Board may specify the terms and conditions under which such Participant’sCompensation and Service (and previously-determined Plan Benefit, if any) are to betaken into account when determining such Participant’s Plan rights hereunder.
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In the absence of any direction from the Board, such Participant shall be considereda newly-eligible Participant for all Plan purposes (other than with respect to anyPlan Benefit such Participant already has qualified to receive); provided, that suchParticipant’s Service shall only be used once. (d) Notwithstanding the foregoing, in the event that a Participant commencesemployment with a Subsidiary or Affiliate that has its principal place of businesslocated outside of the United States, but otherwise does not Separate from Service,such Participant will cease being an active Participant and stop accruing any benefitin the Plan until and unless such Participant (i) again performs services as anemployee for AGCo, a Subsidiary or an Affiliate located within the United States, and(ii) is designated as an Executive eligible to participate in the Plan.
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**ARTICLE IV****CALCULATION, FORM OF PARTICIPANT’S ACCRUED BENEFIT**4.1 **Form of Accrued Benefit****.**A Participant’s accrued benefit hereunder shall consist ofa monthly benefit. Where paid as a Normal Retirement Benefit, such monthly benefit shallcommence payment on the first day of the calendar month coincident with or next following thedate such Participant attains his or her Normal Retirement Age, and shall be paid to suchParticipant as an annuity for life (with 180 monthly payments, guaranteed) (the “AccruedBenefit”). Where paid as a Late Retirement Benefit, such monthly benefit shall commencepayment on the first day of the calendar month coincident with or next following the date suchParticipant Separates from Service, and shall be paid to such Participant as an annuity forlife (with 180 monthly payments, guaranteed). Notwithstanding the foregoing, in the event theParticipant is a Specified Employee, such Participant’s Normal Retirement Benefit or LateRetirement Benefit, as applicable, shall not commence payment until six (6) months after suchParticipant’s Separation from Service. 4.2 **Calculation of Accrued Benefit****.**A Participant’s Accrued Benefit, when payable in itsnormal form and commencing as provided in Section 4.1 hereof, is equal in amount toone-twelfth (1/12th) of the product of (a) times (b), where: (a) is equal to one percent (1%) of such Participant’s Final Average Compensation;and  (b) consists of such Participant’s years of Service, calculated to the nearestattained calendar month, but in any event subject to a maximum of twenty (20) years ofService.4.3 **Certain Compensation, Service To Be Disregarded****.**Notwithstanding any contrary Planprovision, when calculating a Participant’s Accrued Benefit there shall be disregarded (a) anyCompensation received by such Participant that is attributable to any period prior to the datesuch Participant first commences participation hereunder as a Participant, and (b) anyCompensation paid to such Participant and any Service rendered by such Participant for anyFiscal Year (or, fraction thereof) in which such Participant is
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  determined by the Committee (acting in its reasonable discretion, following consultationwith legal counsel) to have violated Section 304 or Section 306 of the Sarbanes-Oxley Act(15 U.S.C. §§7243, 7244), or other applicable law (including, without limitation, anyotherwise-applicable faithless servant doctrine).4.4 **Payments to Specified Employees**. Notwithstanding anything herein to the contrary, inthe event the commencement of the Normal Retirement Benefit, Late Retirement Benefit, or EarlyRetirement Benefit to a Participant is delayed until six (6) months after such Participant’sSeparation from Service because the Participant is a Specified Employee, for purpose ofcalculating the amount of the first payment due to the Participant, such amount shall includea total of seven (7) monthly payments calculated in accordance with the Plan (i.e., the normalpayment scheduled to occur in the seventh month after commencement of the benefit, plus theaggregate of the first six (6) months of payments that were delayed), and shall be consideredpayment of the first seven (7) of the one hundred eighty (180) monthly guaranteed paymentscontemplated herein. 4.5 **Special Right to Elect to Receive Lump Sum** (a) Eligibility: Those Participants who as of October 31, 2007 (i) areretired and in pay status; regardless of whether due to Normal, Late or EarlyRetirement as provided for in Article V; or (ii) have a right to receive a DeferredVested Benefit under Section 5.3, shall have the right to make the special electiondescribed in this Section 4.5. A Participant who meets the eligibility criteria setforth in this Section 4.5(a) shall be referred to herein as an “Eligible Participant”.  (b) Benefit To Be Received If The Election Is Made: Any EligibleParticipant who makes the election provided in this Section 4.5 shall receive a lumpsum amount that is the actuarial equivalent of his or her Plan Benefit calculated byusing the RP 2000 Mortality Table for males projected to 2010 and an interest rate of9%. The lump sum actuarial equivalence shall be calculated as of March 1, 2008 asfollows: (i) the lump sum for any retired Eligible Participant who has been receivingpayment of his or her Plan Benefit shall be based on the projected remaining payments;or (ii) the lump sum for a deferred vested Eligible
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Participant shall be based on the Plan Benefit assuming the Participant would haveelected to commence his or her Plan Benefit at the later of March 1, 2008 and thefirst of the month following his or her 55th birthday. In all cases, any EligibleParticipant who makes the election provided by this Section 4.5 shall receive anymonthly payments that would be due under the Plan during 2007, but shall not receiveany monthly payments that would be due under the Plan during 2008.Any lump sum payment due under this Section 4.5 shall be made on a date selected bythe Plan Administrator between February 15, 2008 and March 15, 2008; however, in allevents payment will be made no later than March 15, 2008. Any such payment madeduring this period, regardless of whether on February 15, 2008 or March 15, 2008,shall not be further adjusted or recalculated. (c) The Election: Any Eligible Participant who elects this lump sumbenefit is electing to receive the lump sum in lieu of receiving his or her PlanBenefit in the normal annuity form of payment and is waiving any and all other rightsthat the Participant may have under the Plan. The Company is not waiving theprotections provided to it under Section 6.3 and the Participant who elects the lumpsum benefit shall be subject to those same restrictions provided in Section 6.3. Ifthe Committee as provided in the last paragraph of Section 6.3 determines that thereare any violations of those restrictions of Section 6.3 subsequent to payment of thelump sum, the Company may demand repayment to the Company of the lump sum benefitreceived.An Eligible Participant shall make the election on such forms and in such manner asthe established by the Plan Administrator. Any election under this special programmust be made by such time as established by the Plan Administrator, but in no eventshall the election be made after December 31, 2007 and such election shall beirrevocable as specified by the Plan Administrator. (d) Beneficiary Death Benefit: If an Eligible Participant who makes theelection provided by this Amendment dies prior to payment of the lump sum amount as contemplated herein, this election will be null and void and any death benefit willbe determined under Article VII.
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 (e) Administration: Except as specifically provided for in this Section4.5, the administration and general provisions of Articles VIII and IX shall apply tothis Amendment. As provided in Section 9.7, any lump sum payment shall be subject toapplicable tax withholding and as provided in Section 9.9, there are no tax guarantees,representations or warranties regarding the tax consequences of this Plan, or theoffering of the election option or payment pursuant to an election under this Section4.5.
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**ARTICLE V****FORMS OF RETIREMENT; ELIGIBILITY CONDITIONS**5.1 **Normal/Late Retirement Benefit****.**A Participant shall receive either a NormalRetirement Benefit or a Late Retirement Benefit, as applicable, commencing as of the first ofthe month next following the Participant’s Separation from Service upon attaining his or herNormal Retirement Age (“Normal Retirement”) or next following his or her Separation fromService in any month subsequent to the month in which he or she attains Normal Retirement Age(“Late Retirement”). For purposes of this Plan, Normal Retirement Age shall mean aParticipant’s attainment of age sixty-five (65). The Participant’s Normal Retirement Benefitor Late Retirement Benefit, as applicable, shall consist of his or her Accrued Benefit,determined as of the date of his Separation from Service.Notwithstanding the foregoing, in the event the Participant is a Specified Employee, suchParticipant’s Normal Retirement Benefit or Late Retirement Benefit, as applicable, shall notcommence payment until six (6) months after such Participant’s Separation from Service.5.2 **Early Retirement Benefit****.**A Participant who has not attained age 65 shall receive anEarly Retirement Benefit under the Plan, if such Participant Separates from Service andsatisfies the criteria for obtaining an Early Retirement Benefit, as set forth below. (a) A Participant shall be eligible to receive an Early Retirement Benefit asfollows: (i) if such Participant has attained age 55 on orbefore the Participant Separates from Service and as of the date thatthe Participant Separates from Service, such Participant has completedat least ten (10) years of Service (at least five (5) of which must becompleted while a Participant), then such Participant will receive anEarly Retirement Benefit on or after the first day of the monthcoinciding with or next following
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 (1) such Separation from Service; or  (2) any date certain, designated bythe Board in writing by agreement with such Participant withinthirty (30) days of such Participant first becoming eligible toparticipate in the Plan. (ii) if such Participant has not attained the age offifty five (55) but has attained the age of forty-five (45), then ifsuch Participant Separates from Service and has vested in his or herAccrued Benefit in accordance with Section 5.3, then such Participantwill receive an Early Retirement Benefit on the first day of the monthcoinciding with or next following: (1) the date such Participant attainsage fifty-five (55) and has completed at least ten (10) years ofService (at least five (5) of which must be completed while aParticipant); or  (2) any date certain, designated bythe Board in writing by agreement with such Participant withinthirty (30) days of such Participant first becoming eligible toparticipate in the Plan.Notwithstanding the foregoing, in the event a Participant is a Specified Employee and he orshe is eligible for an Early Retirement Benefit due to his or her Separation from Service,such Participant’s Early Retirement Benefit shall not commence payment until six (6) monthsafter such Participant’s Separation from Service.The Early Retirement Benefit payable to a Participant who retires under this Section 5.2shall be in an amount equal to such Participant’s Accrued Benefit, determined as of the datesuch Benefit commences payment hereunder (or if the Participant is a Specified Employee, thedate such Benefit would have commenced hereunder disregarding the requirement that paymentshall not commence until six (6) months after such Participant’s Separation from Service),but reduced by the appropriate reduction factor specified in Schedule A (attached hereto).
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5.3 **Deferred Vested Benefit****.**     A Participant who has completed not less than ten (10) years of Service (at least five(5) of which is completed while a Participant) and who has attained the age of forty-five(45) will be eligible for and deemed vested in an Accrued Benefit under Section 5.2 (even ifsuch Participant Separates from Service with the Company prior to the attainment of agefifty-five (55)), so long as one (1) or more of the following events occurs after suchParticipant’s forty-fifth (45th) birthday: (a) Such Participant’s Separation from Service results from unilateral action takenby the Company;  (b) Such Participant is a member of a class of Executives declared by Board actionto be ineligible to participate further in the Plan;  (c) Such Participant is demoted to non-Executive status by the Company; or  (d) A Change in Control occurs.      Any Participant who vests hereunder (as provided above), but Separates from Servicefrom the Company prior to attaining age fifty-five (55) nevertheless shall commencereceiving a Plan Benefit on the first day of the month coinciding with or next following thedate such Participant attains age fifty-five (55). The Accrued Benefit of a Participant whoSeparates from Service with the Company prior to attaining age fifty-five (55) shall becomputed and frozen as of the date such Participant Separates from Service with the Company.Notwithstanding the foregoing, in the event the Participant is a Specified Employee, suchDeferred Vested Benefit shall not commence payment until the later of the date specifiedabove or six (6) months after such Participant’s Separation from Service.     The Plan Benefit actually payable to a Participant whose Accrued Benefit vestshereunder shall be determined in accordance with Section 5.2 hereof; provided, however, thatsuch Plan Benefit shall be based on the above determination of the Participant’s AccruedBenefit.
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5.4 **Disability Retirement Benefit****.**     A Participant who becomes disabled for purposes of the Long Term Disability Plan and,as a result, is eligible for and receiving benefits under the Long Term Disability Plan,will commence receiving a Disability Retirement Benefit on the later of the firstday of the month coinciding with or next following: (a) The date such Participant ceases to receive benefit payments under the LongTerm Disability Plan; and  (b) The date such Participant attains age sixty-five (65).     The Plan Benefit so payable to a Participant shall consist of such Participant’sAccrued Benefit, determined as of the date such Participant commenced receiving benefitsunder the Long Term Disability Plan, if any. In the event such Participant is not eligibleto receive benefits under the Long Term Disability Plan, such Participant’s Accrued Benefitshall be determined as of the date such Participant is found to have qualified for a 409ADisability. Notwithstanding any contrary Plan provision, if a Participant is found to havequalified for a 409A Disability on or after attaining age fifty-five (55), but ceases to beso disabled before such Participant’s Disability Plan Benefit would have otherwisecommenced, such Participant shall be eligible to receive an Early Retirement Benefit asprovided under Section 5.2 herein.
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**ARTICLE VI****DISTRIBUTION OF BENEFITS; LIMITATIONS**6.1 **Commencing Payment****.**A Participant’s Plan Benefit shall commence automatically on therelevant commencement date specified in Article V. The Participant shall, in advance of suchdate, complete and return to the Plan Administrator such form or forms as may be required bythe Plan Administrator. If a Participant believes that he or she is entitled to have his orher Plan Benefit commence on a particular specified commencement date, but the benefit has notcommenced, the Participant may file an application for such benefit in a writing dated andsigned by such Participant and mailed or otherwise delivered to the Plan Administrator. Suchapplication, when made, shall thereupon be treated as a claim for benefits made in accordancewith Section 8.2 hereof.6.2 **Delay of Distribution To Preserve Allowable Deduction****.**In the event the PlanAdministrator, after consultation with the Committee but otherwise acting in its sole andabsolute discretion, determines that one (1) or more of the payments to be made to aParticipant hereunder cannot be claimed by the Company as an allowable federal income taxdeduction (whether on account of the limitations imposed by Section 162(m) or Section 280G ofthe Code, or otherwise), the Plan Administrator shall cause such payment(s) to be suspendedand deferred, and paid as such time and in such manner so as to permit the Company to claimsuch payment(s) as an allowable deduction for federal income tax purposes. In the event anysuch payment is suspended or deferred hereunder to avoid the limitations imposed by Section162(m) of the Code, and such period of suspension or deferment exceeds thirty-six (36) months,interest shall accrue on such payment at the rate of one percent (1%) per month, simpleinterest, for each month or fraction thereof; such interest shall accrue from the date ofinitial suspension or deferment and shall be paid with such payment, when made to or inrespect of such Participant.6.3 **Protection of Company Interests****.**A Participant’s right to receive a Plan Benefithereunder is conditioned upon such Participant engaging in conduct (or where applicable,refraining from conduct) so as to protect, and not impair, the Company’s interests while
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  covered by and benefiting from the Plan. Each Participant accordingly shall observe andcomply with the following rules, covenants and restrictions, commencing with the date suchParticipant first commences participation hereunder and ending with the second(2nd) anniversary of the date such Participant separates from employment with theCompany and all Subsidiaries and Affiliates (the “Restricted Period”): (a) *Disclosure of Confidential Information*. A Participant shall keep in strictconfidence and not directly or indirectly make known, divulge, reveal, furnish, makeavailable or use (except for use in the regular course of such Participant’s duties onbehalf of the Company) any “Confidential Information,” as herein defined, and shallreturn to the Company any Company property or documents and any other documents orproperty containing or constituting Confidential Information in such Participant’spossession, custody or control as and when such Participant separates from Companyemployment or ceases to perform any personal services therefor. For this purpose, theterm “Confidential Information” shall mean that non-public data and other information(regardless of the form such Information takes) which the Company determines to be astrategic asset of the Company (specifically including, without limitation, customerand personnel lists, licensing agreements, materials sources and costs, and deliveryand distribution sources, methods and costs) the disclosure or release of which wouldfinancially harm or impair the Company. (b) *Solicitation of Workforce*. A Participant will not directly or indirectlysolicit, encourage, or otherwise attempt to influence, any employee or representativeof the Company or consultant to the Company, to terminate his or her relationship,employment or other association with the Company (whether or not the purpose of suchsolicitation, encouragement or attempt at influence is to become an employee,representative or consultant of such Participant or any organization employing, ownedby or associated with such Participant).  (c) *Solicitation of Customers*. A Participant will not directly or indirectly, onhis or her own behalf or on the behalf of any other person, firm or entity, solicit or
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   attempt to solicit, or attempt to divert the patronage or business of, any currentcustomer of the Company, any customer that has engaged in business with the Companyduring the Restricted Period, or any prospective customer to whom (or, to which) theCompany has presented a proposal to provide goods or services during the RestrictedPeriod, or any party or entity related to any such customer or prospective customer(including but not limited to any employees or agents of any such customer orprospective customer).  *(d)* *Disparagement of Company, Officers and Directors*. Other than with the priorconsent of the Company, a Participant will not communicate any false, critical,disparaging or otherwise negative comment(s), statement(s) or information of andconcerning the Company, or any of its directors, officers, employees or shareholders,or which could reasonably be perceived or construed as critical, disparaging orotherwise negative, other than comments, statements and information made and publishedto an individual who is (at the time of such communication) then a Company director,officer, employee or shareholder; provided, that this provision shall not preclude aParticipant from testifying under oath in a legal or comparable administrativeproceeding.  (e) *Appropriation of Business Opportunities*. A Participant will promptly discloseand report to Company superiors (and where applicable, the Board) any and all businessopportunities brought to such Participant (whether internal to the Company, or frompersons or parties not associated or affiliated with the Company) or of which suchParticipant is made or becomes aware, which directly or indirectly relate to or haveany commercial, artistic, or conceptual connection to any of the Company’s current orcontemplated businesses (as discussed or described in any of the Company’s strategic orbusiness plans).  (f) *Sanctioned Personal Conduct*. A Participant will refrain from committing, orattempting to commit, any felony; and refrain from taking any other action or engagingin any other conduct that results in the forfeiture of property or a
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   property interest (regardless whether imposed upon such Participant, or the Company,or both).In the event the Committee, in its sole and absolute discretion, determines that aParticipant has violated one (1) or more of the covenants and restrictions set forth in thisSection 6.3, then except as provided in Section 6.6 herein, such Participant shallimmediately forfeit any and all right to any Plan Benefit for which such Participantotherwise would qualify hereunder; provided , that no Participant shall forfeit aPlan Benefit hereunder, or any part thereof, on account of having engaged in (or, agreed toengage in) conduct protected by Section 806 of the Sarbanes-Oxley Act (18 U.S.C. §1541A, etseq.) and related rulings and regulations.6.4 **Post-Employment Prohibitions****.**In addition to the restrictions set forth in Section6.3 hereof and the obligations imposed under Section 6.5 hereof, a Participant’s right toreceive a Plan Benefit hereunder is conditioned upon such Participant refraining from any ofthe following conduct, following the termination of such Participant’s employment by theCompany (and all Subsidiaries and Affiliates) and for period of ten (10) years thereafter: (a) Acquires five percent (5%) or more of the voting stock in a corporation (or acomparable capital and profits interest in an organization that is not a corporation)that competes with the Company, or, without the written consent of the Company,provides personal services to such corporation or other organization as a director,officer, employee, consultant, advisor, agent, member, partner or owner thereof;provided , that for purposes of this provision, a corporation or otherorganization will be considered to “compete” with the Company if, at the time of suchParticipant’s retirement or separation from Company employment and as determined by theCommittee, such corporation or other organization is substantially engaged in any one(1) or more of the production, merchandising, marketing, e-commerce or other businessactivities in which the Company is then engaged; and
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 (b) Fails or refuses to provide personal services, as a compensated consultant tothe Company upon the Company’s reasonable written request; and  (c) Commences, or threatens to commence, an action seeking recovery of a PlanBenefit that has been completely or partially denied hereunder or to enforce the termsof the Plan, without first signing a binding confidentiality and nondisclosureagreement that commits such Participant to not disclose, publish or otherwise reveal(other than pursuant to court order, or under oath) any financial, business orpersonnel information of and regarding the Company, or any of their respectivedirectors, officers, agents and employees, or the fact of any dispute involving suchParticipant’s claim to a Plan Benefit. In the event the Committee, in its sole and absolute discretion, determines that theParticipant has violated any or all of the above conditions, then except as specificallyprovided in Section 6.6 hereof, the Company shall be relieved of any and all obligation topay, or continue payment of, any Plan Benefits to or on behalf of such Participant. 6.5 **Ownership of Intellectual Property; Assignment of Certain Rights****.**So long as anExecutive remains a Participant in the Plan and remains employed by the Company, suchParticipant shall assign and transfer to the Company any and all discoveries, inventions andimprovements, whether or not patentable, which such Participant at any time during suchParticipant’s employment by the Company has made or has conceived, or may make, conceive,acquire or suggest, whether solely or jointly with others, and which (i) relates to anysubject matter within the field in which such Participant provided personal services to theCompany, and involved the use of resources belonging to the Company. Such Participant alsoshall promptly disclose to the Company any and all such discoveries, inventions andimprovements; and, without charge to the Company but at its expense, shall execute,acknowledge and deliver all documents and information (including applications for patents)necessary to obtain patents for such inventions in any and all countries, and to vest titlethereto in the Company.   In the event a Participant is determined by the Committee, in its sole and absolutediscretion, to have violated any of the above conditions, then except as specifically
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  provided in Section 6.6 hereof, the Company shall be relieved of any and all obligation topay, or continue payment of, any Plan Benefits to or on behalf of such Participant.6.6 **Construing Forfeiture Provisions; Discretion To Impose Lesser Sanction****.**TheCommittee, acting in its sole and absolute discretion (but otherwise in accordance with theprovisions of this Section 6.6), shall determine whether (and, to what extent) a Participanthas violated any or all of the provisions of Section 6.3, Section 6.4 and/or Section 6.5hereof, and if so, whether such conduct warrants imposition of a limited monetary sanction,equal in amount to the lesser of (a) one-half (1/2) of the present value of the Participant’sPlan Benefit (determined as of the date of the violation(s)), or (b) one hundred thousanddollars ($100,000), as a set off against the Plan Benefit otherwise payable and in lieu of thecomplete forfeiture of such Participant’s interest (as otherwise prescribed in Sections 6.3,6.4 and 6.5 herein, as applicable). Notwithstanding the generality of the preceding sentence,the Committee shall be entitled to impose the limited monetary sanction described herein onlyif the Committee, acting in consultation with counsel, determines that the financial impact onthe Company from such violation(s) can be expected to be less than two hundred fifty thousanddollars ($250,000) in the aggregate.
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**ARTICLE VII****DEATH BENEFIT**7.1 **Eligibility For Death Benefit****.**A death benefit shall be paid to the Beneficiary ofany Participant who dies under the following circumstances: (a) A Participant who is not receiving benefits under the Long Term Disability Planbut is eligible to elect to retire and receive an Early or Normal/Late RetirementBenefit; or  (b) A Participant who is receiving benefits under the Long Term Disability Plan whohad attained age 55 on or prior to the date of his or her disability;  (c) A Participant who has retired with an Early Retirement Benefit but has not yetcommenced receiving a Plan Benefit; or  (d) A former Executive with a vested interest in the Plan (determined in accordancewith Section 5.3 hereof), who dies on or after attaining age 55; or  (e) A Participant who has retired and commenced receiving a Plan Benefit, but diesbefore a total of one hundred eighty (180) monthly payments have been made.             Where a Participant dies before payment of such Participant’s Plan Benefithas commenced, payment of a death benefit (as prescribed in this Section) shall commence asof the first day of the calendar month coincident with or next following the date suchParticipant dies.7.2 **Amount Of Death Benefit****.**Subject to Section 7.3, the death benefit payable to theBeneficiary of a deceased Participant shall consist of one hundred eighty (180) monthlypayments, commencing promptly following the date application is made for a death benefithereunder, less any payments made to such deceased Participant (pursuant to Section 7.1(e),above). For death benefits not payable under the circumstances described in Section 7.1(e)hereof, the monthly amount payable shall be calculated as of the date payment of such deathbenefit commences, as if the deceased Participant had retired (or,
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  commenced receiving his Plan Benefit) on such date and had then died, based on whicheverbenefit described in Article V would have then applied. 7.3 **Acceleration****.**When a Participant who is eligible for a Death Benefit under Section7.1 dies before payment of such Participant’s Plan Benefit has commenced, the PlanAdministrator shall pay a Death Benefit in a single lump representing the present value ofsuch Death Benefit, less applicable withholding. When determining the present value of aParticipant’s Death benefit for this purpose, the Plan Administrator shall use the interestrate in effect for United States Treasury Department debt securities having a maturity of ten(10) years, based on the auction of Treasury securities held on the date coincident with ornext preceding the date of such Participant’s death.
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**ARTICLE VIII****ADMINISTRATION; PLAN MODIFICATION**8.1 **Plan Administrator****.** (a) The Company’s Senior Vice President — Human Resources shall act as the PlanAdministrator; provided, that if no individual holds such position within the Company,or in the absence of such a position within the Company, the Plan Administrator shallbe such other Company officer as the Committee shall direct.  (b) The Plan Administrator shall be responsible for the Plan’s generaladministration and for carrying out the provisions hereof. The Plan Administratorshall have all needed discretionary power, authority and control to carry out thePlan’s provisions, including the power and authority to (i) determine all questionsrelating to whether an individual qualifies as a Participant hereunder, and whether anyperson found to be a Participant or a Beneficiary hereunder qualifies for or isotherwise entitled to a benefit hereunder (including, without limitation, deciding anyand all questions pertaining to claims for benefits made in accordance with Section 8.2hereof), (ii) resolve any and all questions arising under the Plan, including anyquestions of construction, and (iii) take such further action as the Plan Administratordeems advisable in the administration of the Plan. Except as specifically provided inSection 8.2 hereof (relating to the appeal of adverse benefit determinations),decisions by the Plan Administrator, made in good faith, shall be final, conclusive andbinding upon all parties.  (c) In the event the Plan Administrator qualifies as a Participant hereunder, thePlan Administrator shall not make or participate in any decision affecting theAdministrator as a Participant; rather, the Committee shall make all determinationswith regard to such Participant, as though the Committee were the Plan Administrator,and any appeal of the Committee’s decisions shall be reviewed (if at all) by the Board.
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 (d) The Plan Administrator from time to time may allocate or delegate to any otherpersons or organizations any or all of its rights, powers, duties and responsibilitieswith respect to the operation and administration of the Plan. Any such allocation ordelegation shall be made in writing and shall be terminable upon such notice as thePlan Administrator deems reasonable and proper under the circumstances.8.2 **Claims Procedures****.**Any application for benefits made under the Plan (whether by oron behalf of a Participant or by a Beneficiary) shall strictly comply with the followingprocedures: (a) *Making A Claim*. Any application for benefits made by a claimant shall be madein writing to the Plan Administrator by first-class mail, identifying the benefit(s)being sought, the terms of the Plan that entitle the claimant to apply for suchbenefit(s), and such other information as may be reasonably needed to confirm theidentity of the claimant and such claimant’s eligibility for said benefit. Withinninety (90) days following receipt, the Plan Administrator shall respond to suchapplication either (i) by complying with the terms set forth in the application, intheir entirety, or (ii) by requesting in writing a sixty (60)-day extension to furtherconsider such application, or (iii) by denying in writing some or all of theapplication, in the manner described in subparagraph (b) hereof. Any claimant whoseapplication has been wholly or partly denied, or believes that such application hasbeen wholly or partly denied, may file an appeal in the manner described insubparagraph (c) hereof.  (b) *Denying A Claim*. Unless an application for benefits is allowed in total by thePlan Administrator, the Plan Administrator shall, within ninety (90) days after suchclaim is filed (plus an additional period of sixty (60) days, if required for dueconsideration, so long as notice of such extension is provided within the initialninety (90)-day period), notify the claimant in writing totally or partially denyingsuch application. Such notice shall be written in a manner calculated to be understoodby the claimant and shall include (i) the specific reasons for denying the application,(ii) specific reference to the Plan provisions upon which the
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   denial of the application is based, (iii) a description of any additional materialsor information needed to perfect the application and an explanation why suchmaterial or information is necessary, and (iv) an explanation of the reviewprocedure specified in subparagraph (c) hereof. A claimant who does not receive anysuch notice from the Plan Administrator within one hundred (100) days after the dateof such written application is entitled to conclude that such application has beendenied.  (c) *Appeals*. Within sixty (60) days after a claimant’s application is denied, suchclaimant may appeal such denial by filing with the Committee (as a whole) a writtenrequest for review of that denial. In the event of such an appeal, such claimant shallbe entitled to submit written comments, documents, records and other informationpertinent to such claimant’s claim(s), and have a reasonable opportunity to examine(free of charge) all documents, records and other information relied upon by the PlanAdministrator when considering such claim(s). If a claimant files an appeal withinsuch sixty (60)-day period, the Committee shall conduct a full and fair review of suchappeal and mail or deliver to such claimant a written decision on the matter, based onthe facts and the Plan’s pertinent provisions within sixty (60) days after receivingthe request for review (unless special circumstances require an extension of up tosixty (60) additional days, in which case the Committee shall provide written notice ofsuch extension prior to the commencement of such extension). Any adverse decision ofan appeal shall be written in a manner calculated to be understood by the claimant,shall state the specific reasons for the decision and the specific Plan provisions onwhich the decision is based and shall, to the extent permitted by law, be final andbinding on all interested persons. During any such review, an appealing claimant shallbe given the opportunity to review those files and documents pertinent such claimant’sapplication, and be entitled to submit comments and argument in writing. If a decisionon review is not furnished within such sixty (60) day or such one hundred-twenty(120)-day period, as the case may be, such claimant is entitled to conclude that thedecision by the Plan Administrator has been upheld by the Committee, following itsreview.
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8.3 **Indemnification****.**The Company shall defend, indemnify and hold harmless the Board andits constituent members, and the Committee and its constituent members, and the PlanAdministrator (and its delegatee(s), if any) from and against any and all liabilities, claims,demands, judgments, tax liens, settlement payments, losses, costs, damages, and expenseswhatsoever (including reasonable attorneys’, consultants’ and other professional fees anddisbursements of every kind, nature and description) that such indemnified party may sustain,suffer, or incur in connection with, or that may result from, the administration of the Plan(including participation in tax liens and levies, bankruptcy proceedings, garnishment actions,and foreclosures and other creditor-initiated proceedings), so long as such liability, claim,demand, judgment, settlement expense, loss, cost, damage or expense does not involve bad faithor gross neglect of duty on the part of the indemnified party. The Company may, but shall notbe required to, provide such indemnification through the purchase of fiduciary or comparableerrors and omissions insurance.8.4 **Termination, Suspension Or Amendment Of The Plan****.**The Board may, in its solediscretion, amend, suspend, modify, discontinue or terminate this Plan at any time. No suchamendment, suspension, modification, discontinuation, or amendment shall adversely affect: (a) The benefits or rights thereto of any Participant who retired, whether or notsuch Participant has commenced to receive a Plan Benefit; or  (b) The right of any Participant to receive the amount, on an immediate or deferredbasis, computed under Article V to which such Participant would be entitled under thisPlan prior to its suspension, termination or amendment taking into account suchperson’s age, Service and Final Average Compensation as of the date of suchtermination, suspension or amendment:provided , that subsections (a) and (b) above shall not apply to any suchtermination, suspension or amendment if a change has occurred in the law (or in itsinterpretation) which would adversely affect the Company or such Participant if this Planwere to remain in effect and unamended in its form immediately prior to such occurrence.
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**ARTICLE IX****GENERAL PROVISIONS**9.1 **Plan Is Unfunded; Company Has No Prefunding Obligation****.**All interests in the Planare unfunded. The Company has no obligation to establish any special or separate fund, orsegregate any of its assets in order to assure the payment of any amounts due or becoming dueand payable under the Plan. However, to provide for the discharge of its obligations underthe Plan, the Company in its sole discretion may settle and establish a trust or other fund inits name, or acquire property or contract rights in its name. The right of a Participant or aBeneficiary to receive a Plan distribution hereunder shall constitute an unsecured claimagainst the Company’s general assets, and no Participant or Beneficiary shall have any rightin or against any specific Company assets.9.2 **Expenses****.**All costs and expenses incurred in the administration of this Plan shallbe paid by the Company, except as specifically provided in Section 9.3 hereof. 9.3 **Non-Alienability of Plan Interests****.** (a) *In General*. Except as specifically provided in this Section 9.3, noParticipant or Beneficiary shall have any right, directly or indirectly, to alienate,assign, anticipate or encumber any Plan interest or amount that may be payablehereunder, and no amount or Plan interest shall be subject to voluntary or involuntaryalienation, assignment, encumbrance or garnishment, whether by process of law, inequity, or otherwise. Any such attempted alienation, assignment, encumbrance, orgarnishment shall be null and void and of no effect. In the event any attempt by aParticipant or Beneficiary is made to alienate, pledge or charge any such interest ofany such benefit for any debt, liabilities in tort or contract, or otherwise, contraryto the prohibitions of this Section, the Plan Administrator in its discretion maysuspend or forfeit the interest of such person and during the period of suchsuspension, or in the case of forfeiture, the Plan Administrator shall hold suchinterest for the benefit of, or shall make the benefit payments to which suchParticipant would otherwise be entitled to, to the
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   Beneficiary or to some member of the Participant’s or Beneficiary’s family, actingin its sole and exclusive discretion.  (b) *Domestic Relations Orders*. Notwithstanding the provisions of subsection (a)hereof, a Participant’s Plan Benefit shall be subject to division and partition inaccordance with the terms of a domestic relations order satisfying the requirements ofa “qualified domestic relations order” (“QDRO”), as defined in Section 414(p) of theCode and related regulations; provided, that (i) a separate benefit shall be recognizedand maintained for any spouse or former spouse determined to have an interest in thePlan as a result of a QDRO; and (ii) all costs and expenses incurred by the Company orthe Plan Administrator in connection with such QDRO shall be charged against suchParticipant’s Plan Benefit, prior to effecting any such division or partition.9.4 **No Implied Rights****.**No Participant or any other person shall have any legal orequitable right or interest in the Plan not expressly provided for hereunder. 9.5 **No Contract of Employment****.**The Plan does not constitute a contract of employment,nor is it evidence of the existence of any contract of employment, or any contractual or otherright to continued employment, between an individual and the Company. In addition, the Plan(including specifically and without limitation, any participation agreement that an eligibleExecutive signs when commencing participation) shall not be held to have created, orevidenced, any right on the part of any such Executive (whether or not then a Participant) tobe employed, or to continue to be employed, by the Company. Rather, the Company (or whererelevant, the actual employer of any individual, whether or not then an Executive) has theright to terminate the employment or personal services of such individual (whether or not thenor at any time an Executive, and whether or not then a Participant) at any time, and for anyreason or no reason, in the absence of a written agreement expressly providing to thecontrary.9.6 **Governing Law****.**The provisions of this Plan shall be interpreted and construed inaccordance with the laws of the State of Ohio without regard to conflicts of laws, but only tothe extent not preempted by relevant federal law.
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9.7 **Tax Withholding****.**Where and to the extent the accrual of Plan Benefits by or for aParticipant, and/or the payment and distribution of Plan rights or interests to a Participantor Beneficiary, results in employment taxes imposed under the Federal Income Contributions Act(“FICA”) with respect to such Participant’s Plan interest, or any related federal state orlocal income tax withholding obligation(s) to be imposed upon the Company or the PlanAdministrator, or some other party, the Company (or such other party) shall have the right towithhold such amounts from any Plan Benefit(s) due or becoming due and payable to suchParticipant or Beneficiary, and to the extent not unlawful, from any regular remuneration paidby the Company to a Participant.9.8 **Severability****.**In the event that any one or more of the Plan provisions is held to beinvalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall notaffect any other Plan provision, and the Plan thereafter shall be construed as if suchinvalid, illegal, or unenforceable provisions had never been contained herein. In such event,the Committee will designate and substitute a lawful provision that most nearly accomplishesthe Company’s intent. 9.9 **No Tax Guarantees****.**While the Plan is designed to provide deferred compensation toExecutives who qualify as Participants hereunder, the Company makes no representation,warranty or guarantee of any federal, state or local tax consequences of participation in thePlan to any Participant or designated Beneficiary.9.10 **Code Section 409A Compliance****.**The Plan is intended to be operated in compliance withthe requirements of Code Section 409A (including any rulings or regulations promulgatedthereunder). In the event that any provision of the Plan fails to satisfy such requirements,such provision shall be void and shall not apply to a Participant’s Deferred CompensationBenefit, to the extent practicable. In the event that it is determined not to be feasible tovoid a Plan provision as it applies to a Participant’s Deferred Compensation Benefit, suchPlan provision shall be construed in a manner so as to comply with the requirements of CodeSection 409A.
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     **IN WITNESS WHEREOF**, the undersigned, a duly elected officer of American Greetings Corporation,has executed this Plan as of the thirty-first (31st) day of October, 2007, by theauthority and at the direction of the Committee of American Greetings Corporation.                                          /s/ Brian T. McGrath   Name:  Brian T. McGrath   Title:  Senior Vice President, Human Resources  
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     **AMERICAN GREETINGS CORPORATION****SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN****SCHEDULE A****Reduction Factors for Benefits**