<Page>
Exhibit 99.2
MICHAELS STORES, INC.
AMENDED AND RESTATED
1997 EMPLOYEES STOCK PURCHASE PLAN
The purpose of this Amended and Restated 1997 Employees Stock Purchase
Plan (the "Plan") is to provide employees of Michaels Stores, Inc. (the
"Company") a continued opportunity to purchase shares of the Company's common
stock, par value $0.10 per share (the "Common Stock"), through quarterly
offerings to be made on each consecutive February 1, May 1, August 1, and
November 1. The Plan will become effective on February 1, 2002 (the
"Effective Date"). Two million (2,000,000) shares of Common Stock in the
aggregate have been approved for this purpose.
1. ADMINISTRATION. The Plan will be administered by a Committee
appointed by the Board of Directors of the Company, consisting of at least two
of its members. The Committee will have authority to make rules and
regulations for the administration of the Plan. The Committee's
interpretations and decisions with regard to the Plan shall be final and
conclusive.
2. ELIGIBILITY. Employees of the Company and, at the discretion of
the Committee, employees of one or more subsidiaries of the Company, will be
eligible to participate in the Plan, in accordance with such rules as may be
prescribed from time to time, which rules, however, shall neither permit nor
deny participation in the Plan contrary to the requirements of Section 423(b)
of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder. No employee may be granted an option if such
employee, immediately after the option is granted, owns 5% or more of the
total combined voting power or value of the stock of the Company or any
subsidiary. For purposes of the preceding sentence, the rules of Section
424(d) of the Code shall apply in determining the stock ownership of an
employee, and stock which the employee may purchase under outstanding options
shall be treated as stock owned by the employee.
3. OFFERINGS. The Company will make one or more quarterly offerings
to employees to purchase stock under the Plan. The effective date of each
offering shall be the first day of each quarter beginning each February 1, May
1, August 1, and November 1 during the term of the Plan. Each offering period
shall last three months. The measure of an employee's participation in an
offering will be based on (i) a percentage of the amounts received as
compensation by the participating employee during the offering period (or
during such portion thereof as an employee may elect to participate), plus
(ii) an elective amount of up to $1,000.
4. PARTICIPATION. An employee eligible on the effective date of any
offering may participate in such offering at any time by completing and
forwarding a Employee Stock Purchase Plan Enrollment Form to the Benefits
Department. The form will authorize a regular payroll deduction from the
employee's compensation, and must specify the date on which such deduction is
to commence, which may not be retroactive.
In addition, an eligible employee on the effective date of any offering
may elect to participate in the offering by contributing to his or her account
(as defined in Section 5) all or a portion of the elective amount (which shall
not exceed $1,000 during any offering period). Such
<Page>
election must be made by remitting a check in the amount of the contribution
to the Benefits Department. Such election to contribute all or a portion of
the elective amount shall be effective as of the date of the receipt of the
contribution by the Benefits Department and must be received by the Benefits
Department prior to the last day of the offering period.
5. MAINTENANCE OF ACCOUNTS; PAYROLL DEDUCTIONS. The Company will
maintain accounts for all participating employees. With respect to any
offering made under the Plan, an employee may authorize a payroll deduction in
terms of whole number percentages up to a maximum of 10% of the basic or
regular rate of compensation an employee receives during the offering period
(or during such portion thereof as an employee may elect to participate).
Payroll deductions will be credited to an employee's account as of the last
day of such payroll period.
An employee may at any time increase or decrease the employee's payroll
deduction by filing a new Employee Stock Purchase Plan Enrollment Form. The
change may not become effective sooner than the next pay period after receipt
of the form. A payroll deduction may be increased only once and reduced only
once during any offering period.
In the event an employee elects to participate in an offering by
contributing to his or her account, such contribution must be received by the
Company from the participating employee during the offering period prior to
the beginning of the last day of the offering period (at which time the amount
received will be credited to the employee's account).
6. LIMIT ON SIZE OF OPTION. No employee may be granted an option
which permits his or her rights to purchase stock under the Plan, and any
other stock purchase plan of the Company and its subsidiaries, to accrue at a
rate which exceeds $25,000 of the fair market value of such stock (determined
at the effective date of the offering) for each calendar year in which the
option is outstanding at any time. In no event may any employee be granted an
option permitting the employee to purchase more than 3,000 shares of Common
Stock in any quarterly offering period.
7. PURCHASE OF SHARES. Each employee participating in any offering
under the Plan will be granted an option, upon the effective date of such
offering, for as many shares of Common Stock as the participating employee may
elect to purchase with the following amounts:
(a) up to 10% of the basic or regular rate of compensation
received during the specified offering period (or during such portion
thereof as an employee may elect to participate), to be paid by payroll
deductions during such period;
(b) an elective amount paid by the participating employee into
his or her account of up to $1,000; and
(c) the balance, if any, carried forward from the employee's
account for the preceding offering period pursuant to the final paragraph
of this Section 7.
The purchase price for each share purchased will be 85% of the lower of
the average market price on either (i) the first day of the quarter for that
particular offering or (ii) on the last day of a month when there are
sufficient funds in the employee's account to purchase one or more full
shares. As of the last day of a month during any offering, the account of
each
2
<Page>
participant employee shall be totaled. If such account contains sufficient
funds to purchase one or more full shares as of that date, the employee shall
be deemed to have exercised an option to purchase such share or shares at such
price; the employee's account shall be charged for the amount of purchase; and
the ownership of such share or shares shall be appropriately evidenced on the
books of the Company. Subsequent shares covered by the employee's option will
be purchased in the same manner, whenever sufficient funds have again accrued
in the employee's account.
A participating employee may not purchase a share under any offering
beyond the end of the offering period with respect thereto. Any balance
remaining in an employee's account at the end of an offering period will be
carried forward into the employee's account for the following offering period.
In no event will the balance carried forward be equal to or greater than the
purchase price of one share on the last day of the offering period.
8. WITHDRAWAL FROM OFFERING. An employee may at any time and for any
reason withdraw from participation in an offering, and thereby draw out the
balance accumulated in the employee's account. The employee may thereafter
begin participation again only once during the remainder of the offering
period. Withdrawals from an employee's account are not permitted unless the
employee withdraws from an offering. Partial withdrawals from the employee's
account will not be permitted.
9. ISSUANCE OF CERTIFICATES. The Company will issue or cause its
transfer agent to issue to Plan participants certificates representing shares
of Common Stock purchase by such Plan participant upon written request.
10. REGISTRATION OF CERTIFICATES. Certificates may be registered only
in the name of the employee, or, if the employee so indicates on the
employee's Employee Stock Purchase Plan Enrollment Form, in the employee's
name jointly with a member of the employee's family, with right of
survivorship. An employee who is a resident of a jurisdiction which does not
recognize such a joint tenancy may have certificates registered in the
employee's name as tenant in common or as community property with a member of
the employee's family, without right of survivorship.
11. DEFINITIONS. The phrase "average market price" means the average
of the high and low sale prices of Common Stock on a given day, or if no sales
of Common Stock were made on that day, the average of the high and low sale
prices of Common Stock on the next preceding day on which sales were made, as
reported by NASDAQ/NMS or, if the Common Stock is no longer listed for trading
in NASDAQ/NMS, the principal domestic securities exchange on which the Common
Stock is then listed for trading. The term "subsidiary" means a subsidiary of
the Company within the meaning of Section 424(f) of the Code and the
regulations promulgated thereunder.
12. RIGHTS AS A STOCKHOLDER. None of the rights or privileges of a
stockholder of the Company shall exist with respect to shares purchased under
the Plan unless and until such full shares shall have been appropriately
evidenced on the books of the Company.
3
<Page>
13. RIGHTS ON RETIREMENT, DEATH, OR TERMINATION OF EMPLOYMENT. In the
event of a participating employee's retirement, death, or termination of
employment ("ineligibility"), no payroll deduction shall be taken from any pay
due and owing to the employee once ineligible, and the employee's account
shall be paid to the employee or, in the event of the employee's death, to the
employee's estate.
14. RIGHTS NOT TRANSFERABLE. Rights under the Plan or under an
offering are not transferable by a participant employee other than by will or
the laws of descent and distribution, and are exercisable during the
employee's lifetime only by the employee.
15. APPLICATION OF FUNDS. All funds received or held by the Company
under the Plan may be used for any corporate purpose.
16. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the event
of a subdivision of outstanding shares, or the payment of a stock dividend,
the number of shares approved for the Plan shall be increased proportionately,
and such other adjustment shall be made as may be deemed equitable by the
Board of Directors. In the event of any other change affecting Common Stock,
such adjustment shall be made as may be deemed equitable by the Board of
Directors to give proper effect to such event.
17. AMENDMENT OF THE PLAN. The Board of Directors may at any time, or
from time to time, amend the Plan in any respect, except that, without the
approval of the stockholders of the Company not later than 12 months after the
date of approval of such amendment by the Board of Directors, no amendment
shall be effective if it would (a) increase or decrease the number of shares
approved for the Plan (other than as provided in Section 16) or (b) change the
designation of subsidiaries eligible to participate in the Plan.
18. TERMINATION OF THE PLAN. The Plan and all rights of employees
under any offering hereunder shall terminate:
(a) On the day that participating employees become entitled to
purchase a number of shares equal to or greater than the number of shares
remaining available for purchase under the Plan, unless extended by the
Board of Directors; or
(b) at any time, at the discretion of the Board of Directors.
If on the day the Plan terminates participating employees are entitled
to purchase a number of shares greater than the number of shares remaining
available for purchase under the Plan, the available shares shall be allocated
by the Committee among such participating employees in such manner as it deems
fair. Upon termination of the Plan, all amounts in the accounts of
participating employees shall be carried forward into the employee's payroll
deduction account under a successor plan, if any, or promptly refunded.
4
<Page>
GOVERNMENTAL REGULATIONS. The Company's obligation to sell and deliver
Common Stock under the Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance, or sale of
such stock.
MICHAELS STORES, INC.
By: /s/ R. Michael Rouleau
----------------------------------------
R. Michael Rouleau
President and Chief Executive Officer
5