**Exhibit 10.37****INDEMNIFICATION AGREEMENT**          ThisIndemnification Agreement (this “Agreement”) is made as ofthe      day of      2008 by and between JO-ANN STORES, INC., an Ohio corporation (the “Company”), and      (the “Indemnitee”), a director of the Company.RECITALS          A. The Indemnitee is presently serving as a director of the Company, and the Company desiresthe Indemnitee to continue in that capacity. The Indemnitee is willing, subject to certainconditions (including, without limitation, the execution and performance of this Agreement by theCompany), to continue in that capacity.          B. The Company and Indemnitee are each aware of the exposure to litigation of officers,directors, employees, agents and representatives of the Company as such persons exercise theirduties to the Company.          C. In addition to the indemnification to which the Indemnitee is entitled under the Amendedand Restated Code of Regulations of the Company (as such may be amended from time to time in thefuture) (the “Regulations”) or otherwise, the Company has obtained, at its sole expense, insuranceprotecting the Company and its directors and officers including the Indemnitee against certainlosses arising out of actual or threatened actions, suits, or proceedings to which such persons maybe made or threatened to be made parties. However, as a result of circumstances having no relationto, and beyond the control of, the Company and the Indemnitee, there can be no assurance that theCompany will continue to be able to obtain appropriate directors and officers’ liability insuranceon an economically acceptable basis.          Accordingly, and in order to induce the Indemnitee to continue to serve in his or her presentcapacity, and in consideration of the foregoing premises and mutual covenants contained herein, theCompany and the Indemnitee agree as follows: 1. Continued Service. The Indemnitee shall continue to serve as adirector of the Company so long as he or she is duly elected andqualified in accordance with the Regulations or until he or sheresigns in writing in accordance with applicable law.  2. Initial Indemnity. (a) The Company shall indemnify the Indemnitee to the greatest extentpermitted by Ohio law, including but not limited to the provisions ofthe Ohio Revised Code (“ORC”) and the Regulations as such may beamended from time to time, if or when he or she is a party or isthreatened to be made a party to any threatened, pending, or completedaction, suit or proceeding, whether civil, criminal, administrative,or investigative (other than an action by or in the right of theCompany), by reason of the fact that he or she is or was a director,officer, employee or agent of the Company or is or was serving at therequest of the Company as a director, trustee, officer, employee,member, manager or agent of another corporation (domestic or foreign,non-profit or for profit), limited liability company, partnership,joint venture, trust, or other enterprise, or by reason of any actionalleged to have been taken or omitted in any such capacity, againstany and all costs, charges, expenses (including, without limitation,fees and expenses of attorneys and/or others; all such costs, chargesand expenses being herein jointly referred to as “Expenses”),judgments, fines and amounts paid in settlement, actually andreasonably incurred by the Indemnitee in connection therewithincluding any appeal of or from any judgment or decision, unless it isproved by clear and convincing evidence in a court of competentjurisdiction that the Indemnitee’s action or failure to act involvedan act or omission undertaken with deliberate intent to cause injuryto the Company or undertaken with reckless disregard for the bestinterests of the Company. In addition, with respect to any criminalaction or proceeding, indemnification hereunder shall be made only ifthe Indemnitee had no reasonable cause to believe his or her conductwas unlawful. The 
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   termination of any action, suit or proceeding byjudgment, order, settlement, or conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create apresumption that the Indemnitee did not satisfy the foregoing standardof conduct to the extent applicable thereto.  (b) The Company shall indemnify the Indemnitee to the greatest extentpermitted by Ohio law, including but not limited to the provisions ofthe ORC and the Regulations as such may be amended from time to time,if or when he or she is a party or is threatened to be made a party toany threatened, pending, or completed action, suit, or proceeding byor in the right of the Company to procure a judgment in its favor, byreason of the fact that the Indemnitee is or was a director, officer,employee or agent of the Company or is or was serving at the requestof the Company as a director, trustee, officer, employee, member,manager or agent of another corporation, (domestic or foreign,nonprofit or for profit), limited liability company, partnership,joint venture, trust, or other enterprise, against any and allExpenses actually and reasonably incurred by the Indemnitee inconnection with the defense or settlement thereof or any appeal of orfrom any judgment or decision, unless it is proved by clear andconvincing evidence in a court of competent jurisdiction that theIndemnitee’s action or failure to act involved an act or omissionundertaken with deliberate intent to cause injury to the Company orundertaken with reckless disregard for the best interests of theCompany (unless a court of competent jurisdiction determines that theIndemnitee nonetheless, in view of all the circumstances of the case,is fairly and reasonably entitled to indemnity to the extent deemedproper by such court), except that no indemnification pursuant to thisSection 2(b) shall be made in respect of any action or suit in whichthe only liability asserted against the Indemnitee is pursuant toSection 1701.95 of the ORC.  (c) Any indemnification under Section 2(a) or 2(b) (unless ordered bya court) shall be made by the Company only as authorized in thespecific case upon a determination that indemnification of theIndemnitee is proper in the circumstances because he or she has metthe applicable standard of conduct set forth in Section 2(a) or 2(b).Such authorization shall be made (i) by the directors of the Company(the “Board”) by a majority vote of a quorum consisting of directorswho were not and are not parties to or threatened with such action,suit, or proceeding, or (ii) if such a quorum of disinteresteddirectors is not obtainable or if a majority of such quorum sodirects, in a written opinion by independent legal counsel (designatedfor such purpose by the Board) (the “Independent Counsel”) which shallnot be an attorney, or a firm having associated with it an attorney,who has been retained by or who has performed services for theCompany, or any person to be indemnified, within the five yearspreceding such determination, or (iii) by the shareholders of theCompany (the “Shareholders”), or (iv) by the court in which suchaction, suit, or proceeding was brought; except that, if a Change ofControl has occurred after the act or failure to act by the Indemniteewhich is the subject of the determination and before the authorizationof the indemnification, such authorization shall be made byIndependent Counsel selected by the Indemnitee. If the determinationof entitlement is to be made by Independent Counsel selected by theBoard, the Company shall promptly give written notice to Indemniteeadvising him or her of the identity of the Independent Counsel soselected. If the determination of entitlement is to be made byIndependent Counsel selected by the Indemnitee, the Indemnitee shallpromptly give written notice to the Company advising it of theidentity of the Independent Counsel so selected. The Indemnitee orthe Company, as the case may be, may, within ten days after suchwritten notice of selection shall have been given, deliver to theCompany or the Indemnitee a written objection to such selection;provided, however, that such objection may be asserted only on theground that the Independent Counsel so selected does not meet therequirements of “Independent Counsel” as defined in this Section ofthe Agreement, and the objection shall set forth with particularitythe factual basis of such assertion. Absent a proper and timelyobjection, the person so selected shall act as Independent Counsel.If a written objection is made and substantiated, the IndependentCounsel selected may not serve as Independent Counsel unless and untilsuch objection is withdrawn or a court has ruled against suchobjection. If, within 30 days after submission by Indemnitee of awritten request for indemnification, no Independent Counsel shall havebeen selected or an Independent Counsel shall have been selected butan objection thereto shall have been properly made and remainedunresolved, either the Company or Indemnitee may petition the SummitCounty Court of Common Pleas of the State of Ohio or other court ofcompetent jurisdiction for resolution of any
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   objection that shall havebeen made to the selection of Independent Counsel and/or for theappointment as Independent Counsel of a person selected by the courtor by such other person as the court shall designate, and the personwith respect to whom all objections are so resolved or the person soappointed shall act as Independent Counsel for purposes of thisAgreement. The Company shall pay any and all reasonable fees andexpenses of Independent Counsel incurred by such Independent Counselin connection with his or her duties pursuant to this Agreement. A“Change of Control” will be deemed to occur if a majority of themembers of the Board at the time the authorization is made were noteither (i) members of the Board at the time of the act or failure toact by the Indemnitee which is the subject of the determination or(ii) nominated for election or appointed as directors by the vote of amajority of such members.  (d) To the extent that the Indemnitee has been successful on themerits or otherwise, including, without limitation, the dismissal ofan action without prejudice, in defense of any action, suit, orproceeding referred to in Section 2(a) or 2(b), or in defense of anyclaim, issue, or matter therein, he or she shall be indemnifiedagainst Expenses actually and reasonably incurred by him in connectiontherewith.  (e) Expenses actually and reasonably incurred by the Indemnitee indefending any such action, suit, or proceeding shall be paid by theCompany as they are incurred in advance of the final disposition ofsuch action, suit, or proceeding under the procedure set forth inSection 4(b).  (f) For purposes of this Agreement, references to “other enterprises”shall include employee benefit plans; references to “fines” shallinclude any excise taxes assessed on the Indemnitee with respect toany employee benefit plan; references to “serving at the request ofthe Company” shall include any service which imposes duties on, orinvolves services by, the Indemnitee with respect to an employeebenefit plan, its participants or beneficiaries; references to themasculine shall include the feminine; and references to the singularshall include the plural and vice versa.  (g) No amendment to the Amended and Restated Articles of Incorporationof the Company (the “Articles”) or the Regulations shall deny,diminish, or encumber the Indemnitee’s rights to indemnity pursuant tothis Agreement, except to the extent that such amendment is requiredby law to be given effect. No amendment to the Articles or theRegulations shall deny, diminish, or encumber the Indemnitee’s rightsto indemnity pursuant to the Articles, the Regulations, the ORC, orany other applicable law as applied to any act or failure to actoccurring in whole or in part prior to the date (the “Effective Date”)upon which the amendment was approved by the Shareholders, except tothe extent that such amendment is required by law to be given effect.In the event that the Company shall purport to adopt any amendment toits Articles or Regulations or take any other action the effect ofwhich is to deny, diminish, or encumber the Indemnitee’s rights toindemnity pursuant to the Articles, the Regulations, the ORC, or anysuch other law, such amendment shall apply only to acts or failures toact occurring entirely after the Effective Date thereof. 3. Additional Indemnification. (a) Pursuant to ORC Section 1701.13(E)(6), without limiting any rightwhich the Indemnitee may have pursuant to Section 2 hereof or anyother provision of this Agreement or the Articles, the Regulations,the ORC, any policy of insurance, or otherwise, but subject to anylimitation on the maximum permissible indemnity which may exist underapplicable law at the time of any request for indemnity hereunder andsubject to the following provisions of this Section 3, the Companyshall indemnify the Indemnitee against any amount which he or she isor becomes obligated to pay relating to or arising out of any claim(including any pending, threatened or completed action, suit orproceeding to which he or she is or is threatened to be made a party)made against him because of any action alleged to have been taken oromitted to be taken, including any actual or alleged error,misstatement, or misleading statement, which he or she commits,suffers, permits, or acquiesces in while acting in his or her capacityas a director, officer, employee or agent of the Company or whileserving at the request of the Company as a director, trustee, officer,employee, 
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   member, manager or agent of another corporation (domestic orforeign, non-profit or for profit), limited liability company,partnership, joint venture, trust, or other enterprise. The paymentswhich the Company is obligated to make pursuant to this Section 3shall include, without limitation, judgments, fines, and amounts paidin settlement and any and all Expenses actually and reasonablyincurred by the Indemnitee in connection therewith including anyappeal of or from any judgment or decision; provided, however, thatthe Company shall not be obligated under this Section 3 to make anypayment in connection with any claim against the Indemnitee: (i) to the extent of any fine or similar governmental imposition which theCompany is prohibited by applicable law from paying which results froma final, nonappealable order; or  (ii) to the extent based upon or attributable to the Indemniteehaving            actually realized a personal gain or profit to which he orshe was not legally entitled, including, without limitation, profit from thepurchase and sale by the Indemnitee of equity securities of the Company whichis recoverable by the Company pursuant to Section 16(b) of the SecuritiesExchange Act of 1934, or profit arising from transactions in publicly tradedsecurities of the Company which were effected by the Indemnitee in violationof Section 10(b) of the Securities Exchange Act of 1934, or Rule 10b-5promulgated thereunder. (b) A determination as to whether the Indemnitee shall be entitled toindemnification under this Section 3 shall be made in accordance withSection 4(a).  (c) Expenses incurred by the Indemnitee in defending any claim to whichthis Section 3 applies shall be paid by the Company as they areactually and reasonably incurred in advance of the final dispositionof such claim under the procedure set forth in Section 4(b). 4. Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his or her rights to indemnificationunder Sections 2 or 3, unless the indemnification is to be authorizedby Independent Counsel, the shareholders or a court in accordance withSection 2(c), the Indemnitee shall: (i) submit to the Board a swornstatement of request for indemnification substantially in the form ofExhibit 1 attached hereto and made a part hereof (the “IndemnificationStatement”) stating that he or she is entitled to indemnificationhereunder; and (ii) present to the Board reasonable evidence of allamounts for which indemnification is requested. Submission of anIndemnification Statement to the Board shall create a presumption thatthe Indemnitee is entitled to indemnification hereunder, and theCompany shall, within 60 calendar days after submission of theIndemnification Statement, make the payments requested in theIndemnification Statement to or for the benefit of the Indemnitee,unless (i) within such 60-calendar-day period the Board shall resolveby vote of a majority of the directors at a meeting at which a quorumis present that the Indemnitee is not entitled to indemnification,(ii) such vote shall be based upon clear and convincing evidence(sufficient to rebut the foregoing presumption), and (iii) theIndemnitee shall have received within such period notice in writing ofsuch vote, which notice shall disclose with particularity the evidenceupon which the vote is based. The foregoing notice shall be sworn toby all persons who participated in the vote and voted to denyindemnification. The provisions of this Section 4(a) are intended tobe procedural only and shall not affect the right of any Indemnitee toindemnification under Sections 2 or 3 so long as the Indemniteefollows the prescribed procedure and any determination by the Boardthat an Indemnitee is not entitled to indemnification and any failureto make the payments requested in the Indemnification Statement shallbe subject to judicial review by any court of competent jurisdiction.  (b) For purposes of obtaining payments of Expenses in advance of finaldisposition pursuant to the Section 2(e) or Section 3(c), theIndemnitee shall submit to the Company a sworn request for advancementof Expenses substantially in the form of Exhibit 2 attached hereto andmade a part 
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   hereof (the “Undertaking”), stating that he or she hasreasonably incurred actual Expenses in defending an action, suit orproceeding referred to in Section 2(a) or 2(b) or any claim referredto in Section 3, or pursuant to Section 11 hereof. Upon receipt of theUndertaking, the Company shall thereafter promptly pay such Expensesof the Indemnitee as are noticed to the Company in writing and inreasonable detail arising out of the matter described in theUndertaking. No security shall be required in connection with anyUndertaking. The Company shall advance to the Indemnitee allreasonable costs and expenses incurred or to be incurred by theIndemnitee in connection with any action under Section 3(c) within 20days of receipt by the Company of a written request for such advance.  (c) Limitation on Indemnity. Notwithstanding anything contained herein to the contrary, the Company shall not be required hereby to indemnifythe Indemnitee with respect to any action, suit, or proceeding thatwas initiated by the Indemnitee unless (i) such action, suit orproceeding was initiated by the Indemnitee to enforce any rights toindemnification arising hereunder, (ii) authorized by anotheragreement to which the Company is a party whether heretofore orhereafter entered, or (iii) otherwise ordered by the court in whichthe suit was brought.  (d) Partial Indemnity. If the Indemnitee is entitled under any provisionof this Agreement to indemnification by the Company for some or aportion of any Expenses, judgments, fines and amounts paid insettlement, but not for all of the total amount thereof, the Companywill nevertheless indemnify the Indemnitee for the portion thereof towhich the Indemnitee is entitled.
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 5. Notification and Defense of Claims. (a) The failure by the Indemnitee to timely notify the Company of anyaction, suit or proceeding referred to in Section 2(a) or 2(b) or anyclaim referred in Section 3 for which Indemnitee seeks or may seekindemnification or advancement of expenses under this Agreement, shallnot relieve the Company from any liability hereunder unless, and onlyto the extent that, the Company did not otherwise learn of suchaction, suit, proceeding or claim and such failure results inforfeiture by the Company of substantial defenses, rights or insurancecoverage.  (b) The Company shall be entitled to participate in the defense of anyaction, suit or proceeding referred to in Section 2(a) or 2(b) or anyclaim referred to in Section 3 for which Indemnitee seeks or may seekindemnification or advancement of expenses under this Agreement or toassume the defense thereof, with counsel reasonably satisfactory tothe Indemnitee; *provided*that if Indemnitee reasonably believes, afterconsultation with counsel selected by Indemnitee, that (a) the use ofcounsel chosen by the Company to represent Indemnitee would presentsuch counsel with an actual or potential conflict, (b) the namedparties in any such action, suit, proceeding or claim (including anyimpleaded parties) include both the Company and Indemnitee andIndemnitee shall conclude that there may be one or more legal defensesavailable to him that are different from or in addition to thoseavailable to the Company, or (c) any such representation by suchcounsel would be precluded under the applicable standards ofprofessional conduct then prevailing, then Indemnitee shall beentitled to retain separate counsel (but not more than one law firmplus, if applicable, local counsel in respect of any particularaction, suit, proceeding or claim) at the Company’s expense. TheCompany shall not be liable to Indemnitee under this Agreement for anyamounts paid in settlement of any threatened or pending action, suit,proceeding or claim without the Company’s prior written consent. TheCompany shall not, without the prior written consent of theIndemnitee, effect any settlement of any threatened or pending action,suit, proceeding or claim to which the Indemnitee is, or could havebeen, a party unless such settlement solely involves the payment ofmoney by persons other than the Indemnitee and includes a complete andunconditional release of the Indemnitee from all liability on anyclaims that are the subject matter of such action, suit, proceeding orclaim. Neither the Company nor Indemnitee shall unreasonably withholdits consent to any proposed settlement; *provided*that Indemnitee maywithhold consent to any settlement that does not provide a completeand unconditional release of Indemnitee. 6. Liability Insurance and Funding*.*For the duration of Indemnitee’sservice as a director and thereafter for six (6) years following thetermination of Indemnitee’s service as a director (but in any eventfor so long as Indemnitee shall be subject to any pending or possibleaction, suit, proceeding or claim that gives rise to a righthereunder), the Company shall use commercially reasonable efforts(taking into account the scope and amount of coverage availablerelative to the cost thereof) to cause to be maintained in effectpolicies of directors’ and officers’ liability insurance providingcoverage for directors and officers of the Company either that (a) isat least substantially comparable in scope and amount to that providedby the Company’s current policies of directors’ and officers’liability insurance or (b) the annual premium cost of which is atleast $650,000. The Company shall provide Indemnitee with a copy ofall directors’ and officers’ liability insurance applications,binders, policies, declarations, endorsements and other relatedmaterials. All policies of directors’ and officers’ liabilityinsurance obtained by the Company, shall name Indemnitee as an insuredand shall provide Indemnitee the same rights and benefits, subject tothe same limitations, as are accorded to the Company’s directors mostfavorably insured by such policy.  7. Subrogation; Duplication of Payments. (a) In the event of payment under this Agreement, the Companyshall be subrogated to the extent of such payment to all ofthe rights of recovery of the Indemnitee, who shall executeall papers required and shall do everything that may benecessary to secure such rights, including the execution ofsuch documents necessary to enable the Company effectively tobring suit to enforce such rights.
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 (b) The Company shall not be liable under this Agreement to make anypayment in connection with any claim made against an Indemnitee to theextent that the Indemnitee has actually received payment (under anyinsurance policy, the Regulations or otherwise) of amounts otherwisepayable hereunder. 8. Shareholder Ratification. The Company may, at its option, propose atany future meeting of Shareholders that this Agreement be ratified bythe Shareholders; provided, however, that the Indemnitee’s rightshereunder shall be fully enforceable in accordance with the termshereof whether or not such ratification is sought or obtained.  9. Fees and Expenses of Enforcement; Arbitration. (a) It is the intent of the Company that the Indemnitee not berequired to incur expenses associated with the interpretation,enforcement or defense of his or her rights under this Agreement bylitigation or otherwise because such expenses would substantiallydetract from the benefits intended to be extended to the Indemniteehereunder. Accordingly, if it should appear to the Indemnitee that theCompany has failed to comply with any of its obligations under thisAgreement or if the Company or any other person takes any action todeclare this Agreement void or unenforceable, or institutes anyaction, suit, or proceeding to deny, or to recover from, theIndemnitee the benefits intended to be provided to the Indemniteehereunder, the Company irrevocably authorizes the Indemnitee from timeto time to retain counsel of his or her choice, at the expense of theCompany as hereafter provided, to advise and represent the Indemniteein connection with any such interpretation, enforcement or defense,including the initiation or defense of any litigation or other legalaction, whether by or against the Company or any director, officer,shareholder, or other person affiliated with the Company, in anyjurisdiction. Regardless of the outcome thereof, the Company shall payand be solely responsible for any and all expenses, including, withoutlimitation, fees and expenses of attorneys and others, reasonablyincurred by the Indemnitee pursuant to this Section 9, unless thecourt determines that each of the material assertions made by theIndemnitee as a basis for the litigation or other legal action werenot made in good faith or were frivolous.  (b) In lieu of initiating litigation to enforce its rights under thisagreement, the Indemnitee may request that the dispute be resolved bymeans of arbitration. If arbitration is requested, such dispute orcontroversy shall be submitted by the parties to binding arbitrationin the City of Cleveland, State of Ohio, before a single arbitratoragreeable to both parties. If the parties cannot agree on adesignated arbitrator within fifteen (15) days after arbitration isrequested in writing by either of them, the arbitration shall proceedin the City of Cleveland, State of Ohio, before an arbitratorappointed by the American Arbitration Association. In either case,the arbitration proceeding shall commence promptly under thecommercial arbitration rules then in effect of that Association andthe arbitrator agreed to by the parties or appointed by thatAssociation shall be an attorney other than an attorney who has, or isassociated with a firm having associated with it an attorney which hasbeen retained by or performed services for the Company or Indemniteeat any time during the five (5) years preceding the commencement ofarbitration. The award shall be rendered in such form that judgmentmay be entered thereon in any court having jurisdiction thereof. Theprevailing party shall be entitled to prompt reimbursement of anycosts and expenses (including, without limitation, reasonableattorney’s fees) incurred in connection with such legal action orarbitration provided that Indemnitee shall not be obligated toreimburse the Company unless the arbitrator who resolves the disputedetermines the Indemnitee acted in bad faith in bringing sucharbitration. The arbitrator’s fees and other arbitration costs shallbe borne by the Company, unless the arbitrator determines that theIndemnitee acted in bad faith in bringing such arbitration and analternative allocation of such fees and expenses is appropriate underthe circumstances. 10. Merger or Consolidation. This Agreement shall be binding upon andinure to the benefit of the Company and any successor to the Company.If the Company shall be a constituent corporation in a
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   consolidation,merger, or other reorganization, the Company, if it shall not be thesurviving, resulting, or acquiring corporation therein, shall requireas a condition thereto that the surviving, resulting, or acquiringcorporation agree to assume all of the obligations of the Companyhereunder and to indemnify the Indemnitee to the full extent providedherein. Whether or not the Company is the resulting, surviving, oracquiring corporation in any such transaction, the Indemnitee shallalso stand in the same position under this Agreement with respect tothe resulting, surviving, or acquiring corporation in which he or shewould have stood with respect to the Company if its separate existencehad continued.  11. Indemnification for Expenses of a Witness. Notwithstanding any otherprovision of this Agreement, to the extent Indemnitee is, by reason ofthe fact that Indemnitee is or was a director of the Company or is orwas serving at the request of the Company as a director, trustee,officer, employee, member, manager or agent of another corporation(domestic or foreign, non-profit or for profit), limited liabilitycompany, partnership, joint venture, trust, or other enterprise, awitness in any action, suit, proceeding or claim to which Indemniteeis not a party, he or she shall be indemnified against all expensesactually and reasonably incurred by him or on his or her behalf inconnection therewith.  12. Nonexclusively and Severability. (a) The rights to indemnification provided by this Agreement shall notbe exclusive of any other rights of indemnification to which theIndemnitee may be entitled under the Articles, the Regulations, theORC or any other statute, any insurance policy, agreement, or vote ofshareholders or directors or otherwise, as to any actions or failuresto act by the Indemnitee, and shall continue after he or she hasceased to be a director, officer, employee, or agent of the Company orother entity for which his or her service gives rise to a righthereunder, and shall inure to the benefit of his or her heirs,executors, and administrators; provided, however, that the Indemniteehereby agrees that the provisions set forth in Sections 4 through 19of this Agreement also shall apply to any rights of indemnification oradvancement of expenses that Indemnitee may have under, and supersede,if necessary, provisions of the same subject matters set forth in, theArticles, the Regulations, the ORC or any other statute, insurancepolicy, agreement, or vote of shareholders or directors, or otherwise.  (b) This Agreement shall inure to the benefit of and be enforceable by theIndemnitee’s personal or legal representatives, executors,administrators, heirs, distributees, legatees and other successors,but otherwise the rights to indemnification provided by this Agreementare personal to the Indemnitee and are non-transferable by Indemnitee,and no party other than the Indemnitee is entitled to indemnificationunder this Agreement.  (c) If any provision of this Agreement or the application of any provisionhereof to any person or circumstances is held invalid, unenforceable,or otherwise illegal, the remainder of this Agreement and theapplication of such provision to other persons or circumstances shallnot be affected, and the provision so held to be invalid,unenforceable, or otherwise illegal shall be reformed to the extent(and only to the extent) necessary to make it enforceable, valid, andlegal. 13. Security. To ensure that the Company’s obligations pursuant to thisAgreement can be enforced by Indemnitee, the Company may, at itsoption, establish a trust pursuant to which the Company’s obligationspursuant to this Agreement and other similar agreements can be funded.  14. Notices. All notices and other communications hereunder shall be inwriting and shall be personally delivered or sent by recognizedovernight courier service (a) if to the Company, to the then-currentprincipal executive offices of the Company (Attention: GeneralCounsel) or (b) if to the Indemnitee, to the last known address ofIndemnitee as reflected in the Company’s records. Either party maychange its address for the delivery of notices or other communications hereunder by providing
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   notice to the other party as provided in thisSection 14. All notices shall be effective upon actual delivery by themethods specified in this Section 14.  15. Prior Agreements*.*Subject to Section 12, this Agreement constitutesthe entire agreement between the parties hereto with respect to thesubject matter hereof and supersedes all prior agreements andunderstandings, oral, written and implied, between the parties heretowith respect to the subject matter hereof.  16. Termination. This Agreement may be terminated by either party uponnot less than sixty (60) days’ prior written notice delivered to theother party, but such termination shall not in any way diminish theobligations hereunder with respect to Indemnitee’s service as aCompany director and activities prior to the effective date of thetermination or the Company’s obligation to provide continuinginsurance coverage for past service and activities pursuant to Section6 hereof. In the case of termination by the Company, such terminationmust be pursuant to a resolution adopted by majority vote of the Boardof Directors.  17. Governing Law and Consent to Jurisdiction. This Agreement shall begoverned by and construed in accordance with the laws of the State ofOhio, without giving effect to the principles of conflict of lawsthereof. The Company and the Indemnitee each hereby irrevocablyconsents to the jurisdiction of the federal and state courts locatedin Summit County, Ohio for all purposes in connection with any action,suit, proceeding or claim which arises out of or relates to thisAgreement and hereby waives any objections or defenses relating tojurisdiction with respect to any lawsuit or other legal proceedinginitiated in or transferred to such courts.  18. Modification. This Agreement and the rights and duties of theIndemnitee and the Company hereunder may be modified only by aninstrument in writing signed by both parties hereto
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 19. Headings; References. Descriptive headings of the several Sections ofthis Agreement are inserted for convenience only and will not controlor affect the meaning or construction of any of the provisions of thisAgreement. Unless otherwise expressly provided, references to Sectionsand Exhibits are to Sections of and Exhibits to this Agreement.  20. Counterparts. This Agreement may be executed in any number ofcounterparts and each of such counterparts will for all purposes bedeemed to be an original, and all counterparts together willconstitute but one and the same instrument.     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date firstabove written.      JO-ANN STORES, INC.