THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

American Greetings Corporation (AM)

5/11/2006 Proxy Information

Dr. Cowen is the President and Seymour S Goodman Professor of Management and Professor of Economics at Tulane University, a university to which the Company pledged $500,000 during FY 2006, to be paid over a 5 year period.

AM made charitable contributions to United Way Services of Cleveland of $190,000 in FY 2004, $225,000 in FY 2005 and $270,000 in FY 2006, an organization of which Mr. Ratner, Dr. Thornton and Mr. Morry Weiss are members of the board of directors.

AM has made charitable contributions to the Cleveland Clinic Foundation, an organization of which Mr. Morry Weiss and Mr. Hardis are members of the board of trustees, including a $200,000 pledge in fiscal year 1998 and a $1,000,000 pledge in FY 2004, each to be paid over a 10 year period.

AM has made a donation to the Jewish Community Federation of Cleveland of $100,000 in FY 2006 and that Mr. Ratner is a member of the board of trustees of that charitable organization.

Mr. Hardin serves on the executive committee of Students In Free Enterprise, a non-profit organization to which the Company has made donations, including $95,000 and $180,000 in FY 2004 and FY 2005, respectively.

AM has made contributions to the Greater Cleveland Partnership, an organization in which Mr. Ratner and Dr. Thornton serve on the board of trustees, including a contribution of $102,000 in FY 2006.

Dr. Thornton and Mr. Morry Weiss are members of the board of directors of National City Corporation, the holding company of National City Bank, a lender, a joint lead arranger, a joint bookrunner and the global agent under the Company’s revolving credit facility.

Dr. Thornton is the President of Cuyahoga Community College, and the Company made a $1,000,000 pledge during fiscal year 2000 to the Tri-C Foundation to be paid over a seven-year period and a $25,000 contribution to the Tri-C JazzFest in FY 2006.

AM has entered into a consulting agreement with Mr. Hardin under which in FY 2006 the Company paid Mr. Hardin a retainer of $13,000 and $6,400 for consulting services rendered to the Company, primarily relating to general management and strategy consulting, including without limitation supply chain, retailer relationships, product design and production. The Company also reimburses Mr. Hardin for reasonable out-of-pocket expenses incurred in connection with the provision of consulting services to the Company.

Morry Weiss, the Company’s Chairman of the Board, is the father of (i) Zev Weiss, a director of the Company and the Company’s Chief Executive Officer, (ii) Jeffrey Weiss, the Company’s President and Chief Operating Officer, and (iii) Gary Weiss, a Company employee and non-executive officer, and the brother of Erwin Weiss, the Company’s Senior Vice President, Specialty Business. For FY 2006 Morry Weiss was paid a base salary of $400,000, earned incentive (bonus) compensation under the Annual Incentive Plan of $266,080 and participated in other regular and customary employee benefit plans, programs and benefits generally available to the Company’s executive officers. In addition, in FY 2006 the Company accrued, but did not pay, $185,000 of expense related to a split dollar life insurance policy on the lives of Morry Weiss and Judith Weiss, Morry’s wife, the indirect beneficiaries of which are their children. Morry Weiss continues to serve as the Company’s Chairman of the Board and is expected to receive comparable compensation and benefits for the fiscal year ending February 28, 2007. The compensation and benefits provided to Gary Weiss as an employee of the Company are commensurate with those provided to other employees of the Company with comparable responsibilities and experience.

Dr. Cowen’s position as a director and Mr. Ratner’s position as a director and Chief Executive Officer and President of Forest City Enterprises, a subsidiary of which rents retail store space in various shopping malls to the Company pursuant to lease agreements with the Company. The total payments made by the Company to Forest City Enterprises (or its subsidiaries) totaled $1,578,507, $1,530,078 and $1,184,423 for the fiscal year ended February 29, 2004 (“FY 2004”), the fiscal year ended February 28, 2005 (the “FY 2005”) and the fiscal year ended February 28, 2006 (the “FY 2006”), respectively, and these payments included payments for rent, water, common area expenses, dues, electricity, heating, ventilation and air conditioning, media, storage, real estate tax and waste removal. In addition, with respect to Mr. Ratner, the Board further considered that Mr. Ratner personally owns, through a trust, a 5.66% interest in a shopping mall that leases space to the Company for one retail store. That shopping mall is managed by RMS Investment Corporation (“RMS”), which primarily manages Forest City’s commercial properties in the Cleveland, Ohio area. Each of Mr. Ratner’s four children own a 4.28% ownership interest in RMS and Mr. Ratner is a member of RMS’s board of directors. The aggregate payments made by the Company to the shopping mall and RMS (some of the lease payments for the retail store at the shopping mall or for other Company retail stores were paid to RMS directly as the management company for the owner of the real property) for FY 2004, FY 2005 and FY 2006, were $140,005, $70,727 and $31,765, respectively. The Company will continue to make lease payments as required under the applicable lease agreements. The Company believes the terms of the lease agreements with Forest City and the shopping mall are no less favorable to the Company than would be the terms of a third-party lease.

5/17/2005 Proxy Information

Mr. Ratner, a director of the Company, is Chief Executive Officer and President of Forest City Enterprises, a subsidiary of which rents retail store space in various shopping malls to the Company pursuant to lease agreements with the Company. The total payments made by the Company to Forest City Enterprises (or its subsidiary) in FY 2005 totaled $1,530,078, and these payments included payments for rent, water, common area expenses, dues, electricity, heating, ventilation and air conditioning, media, storage, real estate tax and waste removal. The Company will continue to make lease payments as required under the applicable lease agreements. The Company believes the terms of the lease agreements are no less favorable to it than would be the terms of a third-party lease.

Following Mr. James Spira’s retirement as the President and Chief Operating Officer of the Company, on June 26, 2003, Mr. Spira, a director of the Company, and American Greetings entered into an agreement pursuant to which Mr. Spira agreed to continue his employment with the Company on a part-time basis from June 26, 2003 until June 25, 2004. Under the agreement, Mr. Spira agreed to work a total of 100 days during the term of the agreement in consideration for $300,000 and eligibility to participate in certain benefit programs normally offered to part-time employees, including healthcare, group life insurance, and the Company’s Savings Plan. On June 24, 2004, Mr. Spira’s agreement was extended until June 25, 2005 and amended to provide that Mr. Spira will be paid $4,500 each month in consideration for working three days every two months.

5/17/2004 Proxy Information

Independent Directors

The new New York Stock Exchange (“NYSE”) rules require listed companies to have a Board of Directors with at least a majority of independent directors. Under the NYSE rules, a director qualifies as “independent” upon the affirmative determination that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has determined that Dr. Thornton, Dr. Cowen, Mrs. Mouchly-Weiss and Messrs. Hardis, Kahl, and Ratner are independent. The Board of Directors has also determined that Mr. Joseph Hardin, a nominee for election as a director, qualifies as independent.

In making its independence determinations, the Board considered the relationships of the independent directors with the following organizations: Mr. Ratner’s position as Chief Executive Officer and President of Forest City Enterprises, a subsidiary of which rents retail store space in various shopping malls to the Company, (ii) that the Company has made a $20,000 charitable contribution to the Cleveland Orchestra in FY 2004, and that Messrs. Ratner and Hardis are members of the board of trustees of The Musical Arts Association, the parent organization of the Cleveland Orchestra, (iii) that the Company made a $190,000 charitable contribution to United Way Services of Cleveland in FY 2004, an organization of which Mr. Ratner and Dr. Thornton are members of the board of trustees, (iv) that the Company has made charitable contributions to the Cleveland Clinic Foundation, an organization in which Mr. Morry Weiss, Mr. Hardis and Mr. Kahl serve on the board of trustees, consisting of a $200,000 pledge in fiscal year 1998 and a $1,000,000 pledge in FY 2004, (v) that Mr. Kahl is a former chairman of Students In Free Enterprise, a non-profit organization to which the Company has made a $95,000 donation in FY 2004, (vi) that the Company has made a $1,000 charitable contribution to Playhouse Square in 2004, an organization in which Mr. Hardis is a member of the board of trustees, (vii) that Dr. Cowen is the President and Seymour S. Goodman Professor of Management and Professor of Economics at Tulane University, a college to which the Company has made a $15,000 donation in FY 2004, (viii) that Dr. Cowen is a director of Forest City Enterprises, a subsidiary of which rents retail store space in various shopping malls to the Company, and (ix) that Dr. Thornton is the President of Cuyahoga Community College, and the Company made a $1,000,000 pledge during fiscal year 2000 to the Tri-C Foundation. The Board has determined that the Company’s business dealings with or contributions to these organizations are not material, do not create a material relationship between the Company and any of Messrs. Hardis, Kahl, and Ratner, Dr. Cowen or Dr. Thornton and that the independent judgment of these directors has not been and will not be compromised by their relationships with these organizations.

Mr. Ratner, a director of the Company, is Chief Executive Officer and President of Forest City Enterprises, a subsidiary of which rents retail store space in various shopping malls to the Company pursuant to lease agreements with the Company. The total payments made by the Company to Forest City Enterprises (or its subsidiary) in FY 2004 totaled $1,672,609, and these payments included payments for rent, water, common area expenses, dues, electricity, heating, ventilation and air conditioning, media, storage, real estate tax and waste removal. The Company will continue to make lease payments as required under the applicable lease agreements. The Company believes the terms of the lease agreements are no less favorable to it than would be the terms of a third-party lease.

Mr. Spira was elected President and Chief Operating Officer of American Greetings Corporation (AG) on March 22, 2001, and served in such position through June 1, 2003. He served as Vice Chairman of AG from June 22, 2000, until March 22, 2001 and for five years prior to that, was managing partner emeritus of Diamond Technology Partners (technology management consulting firm).

Mr. Stone, together with his father, Jacob Sapirstein, and brothers, Irving and Morris Stone, co-founded American Greetings Corporation.

Morry Weiss is the father of Jeffrey M. Weiss, a director of the Company and President, Chief Operating Officer of the Company; the father of Zev Weiss, a director of the Company and Chief Executive Officer of the Company; and the brother of Erwin Weiss, the Company's Senior Vice President, Specialty Business.

5/19/2003 Proxy Information

Judith A. Weiss is the wife of Morry Weiss and his childern are Gary, Jeffrey, Zev and Elie