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                                                                   EXHIBIT 10(b)

                           RESTRICTED SHARE AGREEMENT

WHEREAS,  James C. Spira (hereinafter called the "Grantee") is a key employee of
American Greetings Corporation (hereinafter called the "Corporation"); and

WHEREAS, the execution of a Restricted Share Agreement (hereinafter called the
"Agreement") substantially in the form hereof has been authorized by a
resolution of the Compensation and Management Development Committee of the Board
of Directors of the Corporation duly adopted on September 5, 2001.

NOW, THEREFORE, the Corporation, pursuant to its 1997 Equity and Performance
Incentive Plan (the "Plan"), has this day granted to the Grantee, a total of
**65,000** shares of the Corporation's Class A Common Stock ("Common Shares")
subject to the terms and conditions of the Plan and the following terms,
conditions, limitations and restrictions:

1.   The Common Shares subject to this grant shall be fully paid and
     nonassessable and shall be represented by a certificate or certificates
     registered in the Grantee's name, endorsed with an appropriate legend
     referring to the restrictions hereinafter set forth. The Grantee shall have
     all the rights of a shareholder with respect to such shares, including the
     right to vote the shares and to receive all dividends paid thereon,
     provided that such shares, together with any additional shares which the
     Grant may become entitled to receive by virtue of a share dividend, a
     merger or reorganization in which the Corporation is the surviving
     corporation or any other change in capital structure, shall be subject to
     the restrictions hereinafter set forth.

2.   Except as set forth in Section 4 hereof, the Common Shares subject to this
     grant may not be sold, exchanged, assigned, transferred, pledged or
     otherwise disposed of by the Grantee except to the Corporation, except that
     the Grantee's rights with respect to such shares may be transferred by will
     or pursuant to the laws of descent and distribution. Any purported transfer
     in violation of the provisions of this section shall be void, and the
     purported transferee shall obtain no rights with respect to such shares.
     The Corporation in its sole discretion, when and as permitted by the Plan,
     may waive the restrictions on transferability with respect to all or a
     portion of the Common Shares subject to this grant.

3.   All the Common Shares with respect to which the substantial risk of
     forfeiture set forth in this Section 3 and the restrictions or transfer set
     forth in Section 2 hereof have not lapsed pursuant to Section 4 hereof
     shall be forfeited to the Corporation upon the Grantee's voluntary
     termination of employment (other than any reason of his permanent and total
     disability) or the Corporation's termination of the Grantee's employment
     with the Corporation for cause (as defined in that certain Employment
     Agreement between the Grantee and the Corporation dated as of September 25,
     2001).

4.   The substantial risk of forfeiture and restrictions on transfer imposed on
     the Common Shares pursuant to Section 2 and 3 hereof shall lapse and
     Grantee may thereafter transfer such Common Shares upon the occurrence of
     the following:

          (a)  43,333 of the Common Shares may be transferred on and after (but
               not before) June 25, 2002, only if both of the following occur
               for FY02:

               (1)  The Corporation attains the restructure savings goal set in
                    the annual management incentive plan and earns $1.14 per
                    share (as adjusted for stock splits or stock dividends after
                    September 5, 2001); and (2) the Corporation's Board declares
                    an annual bonus to the Corporation's management under the
                    annual management incentive plan. Except as set forth in (c)
                    below, if both conditions are not met, Grantee's interest in
                    the 43,333 of the Common Shares shall terminate on June 25,
                    2002, and Grantee shall forthwith deliver or cause to be
                    delivered to the Corporation's Secretary the certificate(s),
                    if any, previously delivered to Grantee for such shares,
                    accompanied by such endorsement s) and /or instrument(s) of
                    transfer as the Secretary may require.

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          (b)  21,667 of the Common Shares may be transferred on and after June
               25, 2003, only if both of the following occur for FY03:

               (1)  The Corporation attains the annual bonus goals for the
                    Corporation management established hereafter by the
                    Corporation's Board; and (2) the Corporation's Board
                    declares an annual bonus to the Corporation's management
                    under the annual management incentive plan. Except as set
                    forth in paragraph (c) below, if both conditions are not
                    met, Grantee interest in the 21,667 of the Common Shares
                    shall terminate on June 25, 2003, and Grantee shall
                    forthwith deliver or cause to be delivered to the
                    Corporation's Secretary the certificate(s), if any,
                    previously delivered to Grantee for such shares, accompanied
                    by such endorsement(s) and /or instrument(s) of transfer as
                    the Secretary may require.

          (c)  Notwithstanding anything to the contrary in this Section 4, all
               of the Common Shares shall become immediately vested (and all
               substantial risk of forfeitures and restrictions on transfer
               imposed on the Common Share will lapse and the Common Shares may
               be transferred) upon the happening of:

               (1)  Grantee's death, or permanent and total disability,

               (2)  The Corporation's termination of Grantee's employment with
                    the Corporation without cause (as defined in that section
                    Employment Agreement between the Grantee and the Corporation
                    dated as of September 25, 2001, or

               (3)  a Change in Control of this Corporation (as defined in the
                    Plan).

1.   During the period in which the transferability and forfeiture restrictions
     provided in Sections 2 and 3 hereof are in effect, the certificates
     representing the Common Shares covered by this grant shall be retained by
     the Corporation, together with the accompanying stock power, signed by the
     Grantee and endorsed in blank. Certificates for those Common Shares which
     have not previously been distributed to the Grantee shall be distributed to
     the Grantee as soon a reasonably practical after any substantial risk of
     forfeiture or restriction on transfer period on such Common Shares have
     lapsed pursuant to Section 4 hereof.

2.   The Grantee hereby acknowledges that federal and state income, payroll or
     other applicable taxes may apply with respect to this grant. If the
     Corporation determines, in its sole discretion, that withholding is
     required, the Grantee agrees by the acceptance of this grant that such
     withholding may be accomplished through withholding from the cash
     compensation due to the Grantee from the Corporation an amount sufficient
     to satisfy the full withholding obligation. If withholding pursuant to the
     foregoing sentence is insufficient (in the sole judgment of the
     Corporation) to satisfy the full withholding obligation, the Grantee agrees
     that either (a) the Grantee will pay over to the Corporation the amount of
     cash necessary to satisfy such remaining withholding obligation by the time
     thereafter specified in writing by the Corporation, or (b) the Corporation
     may retain such number of the shares covered by this grant as shall be
     equal in value to the amount of the remaining withholding obligation. Upon
     due notice from the Grantee, the Corporation may (in its discretion)
     satisfy the entire withholding obligation by retaining shares as provided
     in (b) above in lieu of withholding from the Grantee's cash compensation.

3.   For purposes of this Agreement, the continuous employ of the Grantee with
     the Corporation or a Subsidiary shall not be deemed interrupted, and the
     Grantee shall not be deemed to have ceased to be an employee of the
     Corporation or any Subsidiary, by reason of the transfer of his or her
     employment among the Corporation and its Subsidiaries.


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4.   Nothing contained in this Agreement shall limit whatever right the
     Corporation or a Subsidiary might otherwise have to terminate the
     employment of the Grantee.

5.   This Agreement is subject to the terms and conditions of the Plan.
     Capitalized terms used herein without definition shall have the meanings
     assigned to them in the Plan.


EXECUTED as of the 5th day of September, 2001.


By:  /s/ Morry Weiss
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     Chairman of the Board and
     Chief Executive Officer


         The undersigned Grantee hereby acknowledges receipt of an executed
original of this Restricted Share Agreement and accepts the Restricted Shares
granted thereunder.


Dated: As of September 5, 2001                  /s/ James C. Spira
                                    --------------------------------------------
                                                       Grantee


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