Exhibit 10.5



 






EXHIBIT 10.5




Date
 
 
 
 




Catherine M. Kilbane

Sr. Vice President, General Counsel

     and Secretary

American Greetings Corporation

One American Road

Cleveland, Ohio 44144




	 	 	 
	Re:

	 	Election to Receive Director Compensation in Cash or Common Shares under the 1995 Director
	 

	 	Stock Plan (the “Stock Plan”);
	 

	 	Agreement for Deferred Compensation Benefits Under The American Greetings Corporation
	 

	 	Outside Directors’ Deferred Compensation Plan (the “Plan”)






Dear Cathy:



This will serve as my instructions on the form of payment of my director Compensation (as defined
by the Plan), and if I elect to defer any portion of my Compensation, as my Agreement with respect
to the Plan.





	1.	 	Cash or Stock (Check one of Options A., B., or C.)






	 	A.	 	Cash.






	 	 	 	___I elect that all of my Compensation shall be paid in cash, paid on a quarterly
basis.






          OR




	 	B.	 	Stock in lieu of Cash.






	 	 	 	___In lieu of cash, I elect that all of my Compensation shall be in the form of
American Greetings Class A or Class B Common Shares issued under the Stock Plan as
follows, issued on a quarterly basis. Fractional shares will be paid in cash.





	 	 	 	 
	 

	 	 	___in American Greetings Class B Common Shares;
	Choose
	 	 	 
	Only One

	 	 	OR
	 
	 	 	 
	 

	 	 	___in American Greetings Class A Common Shares.






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	 	C.	 	Part Cash, Part Stock.






	 	 	 	___I elect that my Compensation be paid partly in cash and partly in American
Greetings Class A OR Class B Common Shares issued under the Stock Plan as
follows:





	 	 	 	 	 	 	 
	Total

	 	 	            
      ___% in cash;	 	 	 
	Should
	 	 	 	 	 	 
	Equal

	 	 	AND	 	 	 
	100%
	 	 	 	 	 	 
	 

	 	 	___% in American Greetings Class A Common	 	 	 
	 

	 	 	Shares in lieu of cash. Fractional shares will	 	 	 
	 

	 	 	be paid in cash;	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	OR
	 	 	Choose One Only
	 
	 	 	 	 	 	 
	 

	 	 	___% in American Greetings Class B Common	 	 	 
	 

	 	 	Shares in lieu of cash. Fractional shares will	 	 	 
	 

	 	 	be paid in cash.	 	 	 







	2.	 	Election to Defer  (Check one of Option A. or B. If you elect Option A, do not
complete Parts 3 and 4, simply sign and return)






	 	A.	 	___I elect not to defer any portion of my Compensation. I elect to receive
all Compensation currently in cash or stock as indicated in Part 1 above.






	 	B.	 	___I elect to defer that portion of my Compensation into the Plan, as set
forth below:






	 	(a)	 	Cash Compensation:






	 	 	 	___% of the cash compensation designated in paragraphs 1(A) or 1(C) above.
	 
	 	 	 	___% of such cash to be paid currently and not deferred.






	 	(b)	 	Stock Compensation:






	 	 	 	___% of the stock compensation designated in paragraphs 1(B) or 1(C) above.
	 
	 	 	 	___% of such stock compensation to be issued currently and not deferred.




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	3.	 	Deferral Period. (Check only one of the options 3.(a), (b) or (c) if you elected to
defer any portion of your Compensation into the Plan under Part 2 above)





     Defer receipt of Compensation until:**




	 	(a)	 	___the date that is three (3) years from the last day of the calendar year
in which the payment was deferred.






	 	(b)	 	___the date that is five (5) years from the last day of the calendar year
in which the payment was deferred.
	 
	 	(c)	 	___the date that I separate from service (as defined by the Plan and
regulations under IRS Code Section 409(A).




** Note: in the event that you separate from service with American Greetings Corporation on
account of your disability or death, your benefit payment may be made earlier than the distribution
date chosen by you in 3(a), (b) or (c).





	4.	 	Form of Benefit Payment. (Check only one of the options 4.(a), (b) or (c) if you
elected to defer any portion of your compensation into the Plan under Part 2 above)





     Pay my Deferred Compensation Benefit in:




	 	(a)	 	___one (1) lump sum payment.
	 
	 	(b)	 	___five (5) equal installments, payable over a period of five (5) years.
	 
	 	(c)	 	___ten (10) equal installments, payable over a period of ten (10) years.




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I understand that, by signing this election form, my election as to the form of Compensation
and as to whether to defer Compensation is irrevocable for the calendar year to which it applies,
any change in my elections will be on a prospective basis only, and such change must be filed with
American Greetings Corporation prior to the beginning of the next calendar year. I further
understand that with respect to my deferral election, if any, I may not change the time or form of
my distribution election unless such change is made at least twelve (12) months prior to my initial
distribution date and I will not thereafter be eligible for a distribution until at least five (5)
years from the date of my initial distribution date.




	 	 	 
	 
	 	 
	 
	 	 
	 

	 	Signature
	 
	 	 
	 
	 	 
	 
	 	 
	 

	 	Printed Name
	 
	 	 
	 
	 	 
	 
	 	 
	 

	 	Date







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