EMPLOYMENT AGREEMENT



THIS AGREEMENT ("Agreement") is made as of the _____ day of ________, 200_,

between JO-ANN STORES, INC., an Ohio corporation (the "Company"), and [NAME OF

EXECUTIVE] ("Executive").



The Company is entering into this Agreement in recognition of the importance of

Executive's services to the continuity of management of the Company and based

upon its determination that it will be in the best interests of the Company to

encourage Executive's continued attention and dedication to Executive's duties

as a general matter and in the potentially disruptive circumstances of a

possible Change of Control of the Company. (As used in this Agreement, the term

"Change of Control" and certain other capitalized terms have the meanings

ascribed to them in Section 17 at the end of this Agreement.)



The Company and Executive agree, effective as of the date first set forth above

(the "Effective Date"), as follows:



1. SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS OCCURRING BEFORE A CHANGE OF

CONTROL. If, before the occurrence of a Change of Control, Executive's

employment with the Company is terminated (a) by the Company without Cause, or

(b) by Executive for Good Reason, Executive shall be entitled to the following

as Severance Benefits:



          (a) The Company shall pay Executive an amount equal to one and one

     half times Executive's Base Salary payable in consecutive bi-weekly

     installments over the 18 months following the Termination Date at the same

     times and in the same amounts as if Executive had remained in the employ of

     the Company and had continued to earn Executive's Base Salary over that 18

     month period.



          (b) The Company shall continue to provide Executive with the welfare

     benefits of medical insurance, dental insurance, and group term life

     insurance through the end of the 18th full calendar month following the

     Termination Date, except that



               (i) the Company may stop providing medical insurance and dental

          insurance coverage earlier if and when Executive accepts full time

          employment with a subsequent employer that generally makes medical

          insurance available to its executives and Executive is eligible for

          that coverage with the subsequent employer, and



               (ii) the Company may stop providing group term life insurance

          earlier if and when Executive accepts full time employment with a

          subsequent employer and that employer provides Executive with group

          term life insurance coverage.





     The benefits to be provided by the Company pursuant to this paragraph shall

     be provided to Executive at the same cost to Executive, and at the same

     coverage level,



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     as is applicable to continuing executives in comparable positions from time

     to time during the period the benefits are continued.



2. CHANGE OF CONTROL SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS OCCURRING

AFTER A CHANGE OF CONTROL. If, after the occurrence of a Change of Control,

Executive's employment with the Company is terminated (a) by the Company without

Cause, or (b) by Executive for Good Reason, Executive shall be entitled to the

following as Change of Control Severance Benefits:



          (a) The Company shall make a lump sum cash payment to Executive, not

     later than ten business days after the Termination Date, in an amount equal

     to two times the sum of (i) Executive's Base Salary plus (ii) the greater

     of (A) Executive's average annual bonus earned over the three full fiscal

     years of the Company ended before the Termination Date, or (B) Executive's

     target annual bonus established for the bonus plan year in which the

     Termination Date occurs. If Executive has been employed by the Company for

     fewer than three but at least one full fiscal year of the Company ended

     before the Termination Date, the average of the bonuses earned in the two

     full fiscal years of the Company ended before the Termination Date, or the

     amount of the bonus earned in the one full fiscal year of the Company ended

     before the Termination Date, as the case may be, shall be substituted for

     the average referred to in (A) above.



          (b) If the Termination Date occurs after the end of a bonus year under

     any Company sponsored bonus plan and before the bonus with respect to that

     bonus year has been paid, the Company shall pay to Executive, not later

     than ten business days after the Termination Date, an amount equal to the

     bonus for that bonus year to which Executive would have been entitled had

     the bonus plan for that bonus year remained in effect without any change

     and had Executive remained in the employ of the Company through the date on

     which bonuses for that bonus year were paid.



          (c) The Company shall make a lump sum cash payment to Executive, not

     later than ten business days after the Termination Date, in an amount equal

     to the greater of (i) Executive's unpaid targeted annual bonus, established

     for the bonus year in which the Termination Date occurs, multiplied by a

     fraction, the numerator of which is the number of days Executive was

     employed by the Company in the bonus year through the Termination Date, and

     the denominator of which is 365, or (b) the bonus amount specifically

     guaranteed to Executive for that bonus year under any other agreement

     between the Company and Executive.



          (d) The Company shall continue to provide Executive with the welfare

     benefits of medical insurance, dental insurance, group term life insurance,

     and split-dollar life insurance through the second anniversary of the

     Termination Date, except that



               (i) the Company may stop providing medical insurance and dental

          insurance coverage earlier if Executive accepts full time employment

          with a subsequent employer that generally makes medical insurance

          available to its executives and Executive is eligible for that

          coverage with the subsequent employer, and





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               (ii) the Company may stop providing group term life insurance

          earlier if Executive accepts full time employment with a subsequent

          employer and that employer provides Executive with group term life

          insurance coverage.





     The benefits to be provided by the Company pursuant to this paragraph shall

     be provided to Executive at the same cost to Executive, and at the same

     coverage level, as in effect as of the Termination Date.



          (e) In lieu of any retirement benefits provided under Articles II or

     III of the Fabri-Centers of America, Inc. Supplemental Retirement Benefit

     Agreement (the "SERP"), the Company shall pay to Executive, not later than

     ten business days after the Termination Date, a lump sum benefit equal to

     (A) times (B), where (A) is equal to the Maximum Supplemental Retirement

     Benefit defined in Section 1.8 of the SERP, and (B) is a fraction (not to

     exceed 1.0), the numerator of which is the number of completed months of

     service Executive had with the Company as of the Termination Date and the

     denominator of which is the number of months of service Executive would

     have had with the Company had Executive continued to work for the Company

     through Executive's 65th birthday.



3. EARNED BUT UNPAID BASE SALARY AND ACCRUED PAID TIME OFF PAY PAYABLE UPON ANY

TERMINATION OF EMPLOYMENT; TREATMENT OF LONG-TERM INCENTIVE AWARDS. Upon any

termination of Executive's employment for any reason and at any time, the

Company shall pay to Executive (or, where appropriate, to Executive's

Beneficiary), not later than ten days after the Termination Date, (a) all earned

but unpaid Base Salary through the Termination Date, and (b) an amount equal to

the aggregate dollar value of all paid time off earned but not taken by

Executive ("Accrued Paid Time Off Pay") before the Termination Date. In

addition, upon any termination of Executive's employment, all outstanding

long-term incentive awards shall be subject to the treatment provided under the

applicable long-term incentive plan of the Company.



4. TERMINATION DUE TO RETIREMENT, DISABILITY, OR DEATH. If Executive's

employment is terminated due to Retirement, Disability, or death while this

Agreement remains in effect (whether before or after the occurrence of a Change

of Control), neither Executive nor Executive's Beneficiaries will be entitled to

Severance Benefits or Change of Control Severance Benefits under either of

Sections 1 or 2 but Executive or Executive's Beneficiaries, as appropriate, will

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