<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>deluxe010420_ex10-19.txt
<DESCRIPTION>EXHIBIT 10.19 EXECUTIVE RETENTION AGREEMENT
<TEXT>

                                                                   Exhibit 10.19


                          EXECUTIVE RETENTION AGREEMENT

         AGREEMENT by and between Deluxe Corporation, a Minnesota corporation
(the "Company") and EXECUTIVE (the "Executive") dated as of the 18th day of
December, 2000.

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its shareholders to assure that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined below).
The Board believes it is imperative to diminish the inevitable distraction of
the Executive by virtue of the personal uncertainties and risks associated with
a Change of Control and to encourage the Executive's full attention and
dedication to the Company and its business strategies and to provide the
Executive with compensation and benefits arrangements upon the occurrence of a
Change of Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied in that event and which are competitive with
those of other corporations. Therefore, in order to accomplish these objectives,
the Board has caused the Company to enter into this Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

I.       Certain Definitions.

         A.       "Affiliate" shall mean a company controlled directly or
                  indirectly by the Company where "control" shall mean the
                  right, either directly or indirectly, to elect a majority of
                  the directors thereof without the consent or acquiescence of
                  any third party.

         B.       "Beneficial Owner" shall have the meaning defined in Rule
                  13d-3 promulgated under the Securities Exchange Act of 1934,
                  as amended.

         C.       "Change of Control" shall be deemed to have occurred if the
                  conditions set forth in any one of the following paragraphs
                  shall have been satisfied:

                  1.       any Person becomes the Beneficial Owner, directly or
                           indirectly, of securities of the Company representing
                           20% or more of the combined voting power of the
                           Company's then outstanding securities, excluding, at
                           the time of their original acquisition, from the
                           calculation of securities beneficially owned by such
                           Person any securities acquired directly from the
                           Company or its Affiliates or in connection with a
                           transaction described in clause (a) of paragraph 3
                           below; or

                  2.       the individuals who at the date of this Agreement
                           constitute the Board and any new director (other than
                           a director whose initial assumption of office is in
                           connection with an actual or threatened election
                           consent, including but not limited to a consent
                           solicitation, relating to the election of directors
                           of the Company) whose appointment or election by the
                           Board or nomination for election by the Company's
                           shareholders was approved or recommended by a vote of
                           at least two-thirds (2/3) of the directors then still
                           in office who either were directors as of the date of
                           this Agreement or whose appointment, election or
                           nomination for election was previously so approved,
                           cease for any reason to constitute a majority
                           thereof; or

                  3.       there is consummated a merger or consolidation of the
                           Company or any Affiliate with any other company,
                           other than (a) a merger or consolidation which would
                           result in the voting securities of the Company
                           outstanding immediately prior thereto continuing to
                           represent (either by remaining outstanding or by
                           being converted into voting securities of the
                           surviving entity or any parent thereof), in
                           combination with the ownership of any trustee or
                           other fiduciary holding securities under an employee
                           benefit plan of the Company or any Affiliate, at
                           least 65% of the combined voting power of the voting
                           securities of the Company or such surviving entity or
                           any parent thereof outstanding immediately after such
                           merger or consolidation, or (b) a merger or
                           consolidation effected to implement a
                           recapitalization of the Company (or similar
                           transaction) in which no Person becomes the
                           Beneficial Owner,

<PAGE>


                           directly or indirectly, of securities of the Company
                           representing 20% or more of the combined voting power
                           of the Company's then outstanding securities; or

                  4.       the shareholders of the Company approve a plan of
                           complete liquidation of the Company or there is
                           consummated an agreement for the sale or disposition
                           by the Company of all or substantially all the
                           Company's assets, other than a sale or disposition by
                           the Company of all or substantially all of the
                           Company's assets to an entity, at least 65% of the
                           combined voting power of the voting securities of
                           which are owned by shareholders of the Company in
                           substantially the same proportions as their ownership
                           of the Company immediately prior to such sale.

                  5.       Notwithstanding the foregoing, a "Change of Control"
                           shall not be deemed to have occurred by virtue of the
                           consummation of any transaction or series of
                           integrated transactions immediately following which
                           the record holders of the common stock of the Company
                           immediately prior to such transaction or series of
                           transactions continue to have substantially the same
                           proportionate ownership in an entity which owns all
                           or substantially all of the assets of the Company
                           immediately following such transaction or series of
                           transactions.

         D.       "Change of Control Period" shall mean the period commencing on
                  the date hereof and ending on the third anniversary of the
                  date hereof; provided, however, that commencing on the date
                  one year after the date hereof, and on each annual anniversary
                  of such date (such date and each annual anniversary thereof
                  shall be hereinafter referred to as the "Renewal Date"), the
                  Change of Control Period shall be automatically extended so as
                  to terminate three years from such Renewal Date, unless at
                  least 120 days prior to the Renewal Date the Company shall
                  give notice to the Executive that the Change of Control Period
                  shall not be so extended.

         E.       "Effective Date" shall mean the first date during the Change
                  of Control Period on which a Change of Control occurs.

         F.       "Person" shall have the meaning defined in Sections 3(a)(9)
                  and 13(d) of the Securities Exchange Act of 1934, as amended,
                  except that such term shall not include (i) the Company or any
                  of its subsidiaries, (ii) a trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company or
                  any of its Affiliates, (iii) an underwriter temporarily
                  holding securities pursuant to an offering of such securities,
                  or (iv) a corporation owned, directly or indirectly, by the
                  shareholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company.

II.      Employment Period. The Company hereby agrees to continue the Executive
         in its employ, and the Executive hereby agrees to remain in the employ
         of the Company subject to the terms and conditions of this Agreement,
         for the period commencing on the Effective Date and ending on the
         second anniversary of such date (the "Employment Period").

III.     Terms of Employment.

         A.       Position and Duties.

                  1.       Except with Executive's written consent given in his
                           or her discretion, during the Employment Period, (a)
                           the Executive's position (including status, offices,
                           titles and reporting requirements), authority, duties
                           and responsibilities shall be at least commensurate
                           in all material respects with the most significant of
                           those held, exercised and assigned at any time during
                           the 180-day period immediately preceding the
                           Effective Date and (b) the Executive's services shall
                           be performed at the location where the Executive was
                           employed immediately preceding the Effective Date or
                           at a location less than 50 miles from such location.

                  2.       During the Employment Period, and excluding any
                           periods of vacation and sick leave to which the
                           Executive is entitled, the Executive agrees to devote
                           reasonable attention and time during normal business
                           hours to the business and affairs of the Company and,
                           to the extent necessary to discharge the
                           responsibilities assigned to the Executive hereunder,
                           to use the Executive's reasonable efforts to perform
                           faithfully and efficiently such responsibilities.


                                       2
<PAGE>


                           During the Employment Period it shall not be a
                           violation of this Agreement for the Executive to (a)
                           serve on corporate, civic or charitable boards or
                           committees, (b) deliver lectures, fulfill speaking
                           engagements or teach at educational institutions and
                           (c) manage personal investments, so long as such
                           activities do not significantly interfere with the
                           performance of the Executive's responsibilities as an
                           employee of the Company in accordance with this
                           Agreement. It is expressly understood and agreed that
                           to the extent that any such activities have been
                           conducted by the Executive prior to the Effective
                           Date, the continued conduct of such activities (or
                           the conduct of activities similar in nature and scope
                           thereto) subsequent to the Effective Date shall not
                           thereafter be deemed to interfere with the
                           performance of the Executive's responsibilities to
                           the Company.

         B.       Compensation.

                  1.       Base Salary. During the Employment Period, the
                           Executive shall receive an annual base salary
                           ("Annual Base Salary"), which shall be paid not less
                           often than monthly, at least equal to twelve times
                           the highest monthly base salary paid or payable,
                           including any base salary which has been earned but
                           deferred, to the Executive by the Company and its
                           Affiliates in respect to the twelve-month period
                           immediately preceding the month in which the
                           Effective Date occurs, provided, however, that Annual
                           Base Salary may be reduced to an amount not less than
                           ninety percent (90%) of the Annual Base Salary in
                           effect on the Effective Date pursuant to a general
                           (across-the-board) reduction of base salary similarly
                           affecting all senior officers of the Company or its
                           Affiliates, as the case may be, and all senior
                           officers of any Person in control of the Company.
                           During the Employment Period, the Annual Base Salary
                           shall be reviewed no more than 12 months after the
                           last salary increase awarded to the Executive prior
                           to the Effective Date and thereafter at least
                           annually. Any increase in Annual Base Salary shall
                           not serve to limit or reduce any other obligation to
                           the Executive under this Agreement. Except as set
                           forth in the first sentence of this paragraph, Annual
                           Base Salary shall not be reduced after any such
                           increase and the term Annual Base Salary as utilized
                           in this Agreement shall refer to Annual Base Salary
                           as so increased.

                  2.       Annual Incentive Payment or Bonus. In addition to
                           Annual Base Salary, the Executive shall be paid, for
                           each fiscal year ending during the Employment Period
                           (ratably apportioned in the case of any fiscal year
                           included within the Employment Period but which does
                           not end within the Employment Period), an annual
                           incentive payment or bonus (the "Annual Incentive
                           Payment") in cash on the same basis as such incentive
                           payments or bonuses are paid to other peer
                           executives. For example, if annual incentive payments
                           are paid to other peer executives under the Company's
                           annual incentive plan, the target award for the
                           Executive shall be established in the same manner as
                           the target award for the other peer executives (e.g.,
                           by reference to a percentile target based on
                           comparative market data) and the performance criteria
                           and performance measurements governing any payment
                           earned by Executive shall be based on the same
                           performance criteria (such as earnings per share or
                           return on average capital employed) and performance
                           measurements applied to the other peer executives.
                           Notwithstanding the foregoing, if the payment of a
                           bonus to other peer executives is, in whole or part,
                           not based on objective performance criteria,
                           Executive's Annual Incentive Payment shall be at
                           least equal to the greater of (a) the average of
                           Executive's Annual Incentive Payments for the last
                           three full fiscal years prior to the Effective Date
                           or, if Executive was not in the employment of the
                           Company or its Affiliates during one or more of the
                           last three full fiscal years, the average of
                           Executive's Annual Incentive Payments during the
                           number of full fiscal years prior to the Effective
                           Date that the Executive was so employed (annualized,
                           in either case, in the event that the Executive was
                           not employed by the Company for the whole of any such
                           fiscal year), provided that any special or one-time
                           awards (such as those associated with a new hire or
                           promotion) shall not be taken into account and (b)
                           the Executive's annual target incentive or bonus
                           opportunity as in effect under the Company's annual
                           incentive or bonus plans during the last fiscal year
                           immediately preceding the Effective Date, provided
                           that any special or one time awards (such as those
                           associated with a new hire or promotion) shall not be
                           taken into account (such greater amount being
                           hereinafter referred to as the "Recent Annual
                           Incentive Payment"). Each such Annual Incentive
                           Payment shall be paid no later than the end of the
                           third month


                                       3
<PAGE>


                           of the fiscal year next following the fiscal year for
                           which the Annual Incentive Payment is awarded, unless
                           the Executive shall elect to defer the receipt of
                           such Annual Incentive Payment.

                  3.       Stock Incentive Plans. During the Employment Period,
                           the Executive shall be entitled to participate in the
                           Company's stock incentive, performance share and
                           other stock-based incentive plans (if any), on the
                           same basis as other peer executives. For example, if
                           other peer executives are awarded stock options or
                           performance shares based on references to comparative
                           market data, Executive's awards shall be made on the
                           same basis, and shall, in any event, contain the same
                           terms and conditions, and if applicable, be subject
                           to the same performance criteria, as applied to
                           awards to other peer executives. Notwithstanding the
                           foregoing, such long-term incentive opportunities for
                           the Executive shall in no event be less favorable, in
                           each case and in the aggregate, than those provided
                           by the Company and its Affiliates for the Executive
                           under such plans during the fiscal year immediately
                           preceding the Effective Date, provided that any
                           special or one-time awards (such as those associated
                           with a new hire or promotion) shall not be taken into
                           account.

                  4.       Savings, Retirement and Other Incentive Plans. During
                           the Employment Period, the Executive shall be
                           entitled to participate in all other incentive,
                           savings and retirement plans, practices, policies and
                           programs applicable generally to other peer
                           executives of the Company and its Affiliates, but in
                           no event shall such plans, practices, policies and
                           programs provide the Executive with incentive
                           opportunities (measured with respect to both regular
                           and special incentive opportunities, to the extent,
                           if any, that such distinction is applicable), savings
                           opportunities and retirement benefit opportunities,
                           in each case, less favorable, in the aggregate, than
                           the most favorable of those provided by the Company
                           and its Affiliates for the Executive under such
                           plans, practices, policies and programs as in effect
                           at any time during the one year period immediately
                           preceding the Effective Date or if more favorable to
                           the Executive, those provided generally at any time
                           after the Effective Date to other peer executives of
                           the Company and its Affiliates, provided, however,
                           that such benefits may be reduced pursuant to a
                           general (across-the-board) reduction of such benefits
                           similarly affecting all senior officers of the
                           Company or its Affiliates, as the case may be, and
                           all senior officers of any Person in control of the
                           Company.

                  5.       Welfare Benefit Plans. During the Employment Period,
                           the Executive and/or the Executive's family, as the
                           case may be, shall be eligible for participation in
                           and shall receive all benefits under all welfare
                           benefit plans, practices, policies and programs
                           provided by the Company and its Affiliates
                           (including, without limitation, medical,
                           prescription, dental, disability, employee life,
                           group life, accidental death and travel accident
                           insurance plans and programs) to the Executive and/or
                           the Executive's family, to the extent applicable
                           generally to other peer executives of the Company and
                           its Affiliates, as the case may be, but in no event
                           shall such plans, practices, policies and programs
                           provide the Executive with benefits which are less
                           favorable, in the aggregate, than the most favorable
                           of such plans, practices, policies and programs in
                           effect for the Executive at any time during the one
                           year period immediately preceding the Effective Date
                           or, if more favorable to the Executive, those
                           provided generally at any time after the Effective
                           Date to other peer executives of the Company and its
                           Affiliates, as the case may be, provided, however,
                           that such benefits may be reduced pursuant to a
                           general (across-the-board) reduction of such benefits
                           similarly affecting all senior officers of the
                           Company or its Affiliates, as the case may be, and
                           all senior officers of any Person in control of the
                           Company.

                  6.       Expenses. During the Employment Period, the Executive
                           shall be entitled to receive prompt reimbursement for
                           all reasonable expenses incurred by the Executive in
                           accordance with the most favorable policies,
                           practices and procedures of the Company and its
                           Affiliates in effect for the Executive at any time
                           during the one year period immediately preceding the
                           Effective Date or, if more favorable to the
                           Executive, as in effect generally at any time
                           thereafter with respect to other peer executives of
                           the Company and its Affiliates, as the case may be.


                                       4
<PAGE>


                  7.       Fringe Benefits. During the Employment Period, the
                           Executive shall be entitled to fringe benefits,
                           including, without limitation, tax and financial
                           planning services, use or reimbursement for the use
                           of an automobile, as the case may be, and payment of
                           related expenses, in accordance with the most
                           favorable plans, practices, programs and policies of
                           the Company and its Affiliates in effect for the
                           Executive at any time during the one year period
                           immediately preceding the Effective Date or, if more
                           favorable to the Executive, as in effect generally at
                           any time thereafter with respect to other peer
                           executives of the Company and its Affiliates, as the
                           case may be, provided, however, that such benefits
                           may be reduced pursuant to a general
                           (across-the-board) reduction of such benefits
                           similarly affecting all senior officers of the
                           Company or its Affiliates, as the case may be, and
                           all senior officers of any Person in control of the
                           Company.

                  8.       Office and Support Staff. During the Employment
                           Period, the Executive shall be entitled to an office
                           or offices of a size and with furnishings and other
                           appointments, and to exclusive personal secretarial
                           and other assistance, not materially less favorable
                           with respect to the foregoing provided to the
                           Executive by the Company and its Affiliates at any
                           time during the one year period immediately preceding
                           the Effective Date or, as provided generally at any
                           time thereafter with respect to other peer executives
                           of the Company and its Affiliates, as the case may
                           be, and to similarly situated senior officers of any
                           Person in control of the Company.

                  9.       Vacation. During the Employment Period, the Executive
                           shall be entitled to paid vacation and holidays in
                           accordance with the most favorable plans, policies,
                           programs and practices of the Company and its
                           Affiliates as in effect for the Executive at any time
                           during the one year period immediately preceding the
                           Effective Date or, if more favorable to the
                           Executive, as in effect generally at any time
                           thereafter with respect to other peer executives of
                           the Company and its Affiliates, as the case may be.

IV.      Termination of Employment.

         A.       Death or Disability. The Executive's employment shall
                  terminate automatically upon the Executive's death during the
                  Employment Period. If the Company determines in good faith
                  that the Disability of the Executive has occurred during the
                  Employment Period (pursuant to the definition of Disability
                  set forth below), it may, give a Notice of Termination to the
                  Executive in accordance with Section XI.B. of this Agreement
                  of its intention to terminate the Executive's employment. In
                  such event, the Executive's employment with the Company or its
                  Affiliates, as the case may be, shall terminate effective on
                  the 30th day after receipt of the Notice of Termination by the
                  Executive (unless such date is extended as provided in Section
                  IV.F.), provided that, within the 30 days after such receipt,
                  the Executive shall not have returned to full-time performance
                  of the Executive's duties. For purposes of this Agreement,
                  "Disability" shall mean the absence of the Executive from the
                  Executive's duties with the Company or its Affiliates, as the
                  case may be, on a full-time basis for 180 consecutive business
                  days as a result of incapacity due to mental or physical
                  illness which is determined to be total and permanent by a
                  physician selected by the Company or its insurers and
                  acceptable to the Executive or the Executive's legal
                  representative.

         B.       Cause. The Company may terminate the Executive's employment
                  during the Employment Period for Cause. For purposes of this
                  Agreement, "Cause" shall mean:

                  1.       the willful and continued failure of the Executive to
                           perform substantially the Executive's duties with the
                           Company and its Affiliates (other than any such
                           failure resulting from incapacity due to physical or
                           mental illness or any such actual or anticipated
                           failure after the issuance of a Notice of Termination
                           for Good Reason by the Executive pursuant to Section
                           IV.D. hereof), after a written demand for substantial
                           performance is delivered to the Executive by the
                           Board which specifically identifies the manner in
                           which the Board believes that the Executive has not
                           substantially performed the Executive's duties, or


                                       5
<PAGE>


                  2.       the Executive's conviction of a felony or the willful
                           engaging by the Executive in (a) other illegal
                           conduct relating to the business or assets of the
                           Company, or (b) gross misconduct which is materially
                           injurious to the Company or its Affiliates.

         For purposes of this provision, (a) no act or failure to act, on the
         part of the Executive, shall be considered "willful" unless it is done,
         or omitted to be done, by the Executive in bad faith or without
         reasonable belief that the Executive's action or omission was in the
         best interests of the Company and (b) in the event of a dispute
         concerning the application of this provision, no claim by the Company
         that Cause exists shall be given effect unless the Company establishes
         to the Committee (as defined in Section XI.J.) by clear and convincing
         evidence that Cause exists. Any act, or failure to act, based upon
         authority given pursuant to a resolution duly adopted by the Board or
         upon the instructions of the Chief Executive Officer or a senior
         officer of the Company or based upon the advice of counsel for the
         Company (or if the Executive is counsel to the Company, based upon such
         Executive's own legal conclusions) shall be conclusively presumed to be
         done, or omitted to be done, by the Executive in good faith and in the
         best interests of the Company.

         C.       Good Reason. The Executive's employment during the Employment
                  Period may be terminated by the Executive for Good Reason. For
                  purposes of this Agreement, "Good Reason" shall mean:

                  1.       except with Executive's written consent given in his
                           or her discretion, (a) the assignment to the
                           Executive of any duties materially inconsistent with
                           the Executive's position (including status, offices,
                           titles and reporting requirements), authority, duties
                           or responsibilities as contemplated by Section III.A.
                           of this Agreement, or (b) any other action by the
                           Company which results in a material diminution in the
                           Executive's position (or positions) with the Company
                           or its Affiliates, excluding for this purpose an
                           isolated, insubstantial or inadvertent action not
                           taken in bad faith and which is remedied by the
                           Company promptly after receipt of notice thereof
                           given by the Executive and excluding any diminution
                           attributable to the fact that the Company is no
                           longer a public company;

                  2.       any material reduction in the Executive's aggregate
                           compensation and incentive opportunities, or any
                           failure by the Company to comply with any of the
                           provisions of Section III.B. of this Agreement, other
                           than an isolated, insubstantial and inadvertent
                           failure not occurring in bad faith and which is
                           remedied by the Company promptly after receipt of
                           notice thereof given by the Executive;

                  3.       the Company's requiring the Executive to be based at
                           any location other than as provided in clause
                           III.A.1(b) hereof;

                  4.       any purported termination by the Company of the
                           Executive's employment which is not effected pursuant
                           to a Notice of Termination satisfying the
                           requirements of Section IV.D hereof and otherwise
                           expressly permitted by this Agreement. For purposes
                           of this Agreement, no such purported termination
                           shall be effective;

                  5.       any failure by the Company to comply with and satisfy
                           Section X.C. of this Agreement; or

                  6.       any request or requirement by the Company of its
                           Affiliates that the Executive take any action or omit
                           to take any action that is inconsistent with or in
                           violation of the Company's ethical guidelines and
                           policies as the same existed within the 120 day
                           period prior to the Effective Date or any
                           professional ethical guidelines or principles that
                           may be applicable to the Executive or, if Executive
                           is counsel to the Company, requesting or requiring
                           Executive to practice in or under the laws of any
                           jurisdiction or appear before any court or other
                           tribunal to or before which Executive is not admitted
                           to practice.

                  The Executive's right to terminate the Executive's employment
                  for Good Reason shall not be affected by the Executive's
                  incapacity due to physical or mental illness. The Executive's
                  continued employment shall not constitute a consent to, or a
                  waiver of rights with respect to, any act or failure to act
                  constituting Good Reason hereunder.


                                       6
<PAGE>


         D.       Notice of Termination. Any purported termination of the
                  Executive's employment during the Employment Period (other
                  than by reason of death) shall be communicated by Notice of
                  Termination to the other party hereto given in accordance with
                  Section XI.B. of this Agreement. For purposes of this
                  Agreement, a "Notice of Termination" means a written notice
                  which (1) indicates the specific termination provision in this
                  Agreement relied upon, (2) to the extent applicable, sets
                  forth in reasonable detail the facts and circumstances claimed
                  to provide a basis for termination of the Executive's
                  employment under the provision so indicated and (3) if the
                  Date of Termination (as defined below) is other than the date
                  of receipt of such notice, specifies the termination date
                  (which date shall be not more than thirty days after the
                  giving of such notice). Further, a Notice of Termination for
                  Cause is required to include a copy of a resolution duly
                  adopted by the affirmative vote of not less than
                  three-quarters of the entire membership of the Board at a
                  meeting of the Board called and held for such purpose (after
                  reasonable notice is provided to the Executive and the
                  Executive is given an opportunity, together with counsel, to
                  be heard before the Board), finding that, in the good faith
                  opinion of the Board, the Executive is guilty of the conduct
                  described in subparagraph B.1. or B.2. above, and specifying
                  the particulars thereof in reasonable detail. The failure by
                  the Executive or the Company to set forth in the Notice of
                  Termination any fact or circumstance which contributes to a
                  showing of Disability, Good Reason or Cause shall not waive
                  any right of the Executive or the Company, respectively,
                  hereunder or preclude the Executive or the Company,
                  respectively, from asserting such fact or circumstance in
                  enforcing the Executive's or the Company's rights hereunder;

         E.       Date of Termination. "Date of Termination" means (1) if the
                  Executive's employment is terminated by the Company for Cause,
                  or by the Executive for Good Reason or any other reason, the
                  date of receipt of the Notice of Termination or any later date
                  specified therein, as the case may be, (2) if the Executive's
                  employment is terminated during the Employment Period by the
                  Company other than for Cause or Disability, the Date of
                  Termination shall be the date on which the Company notifies
                  the Executive of such termination, (3) if the Executive's
                  employment is terminated by reason of death during the
                  Employment Period, the Date of Termination shall be the date
                  of death of the Executive and (4) if the Executive's
                  employment is terminated by the Company for Disability, the
                  date Executive's employment is terminated as provided in
                  Section IV.A., provided, however, the Date of Termination
                  specified in this Section E. may be extended as provided in
                  Section IV.F.

         F.       Dispute Concerning Termination. If within fifteen (15) days
                  after any Notice of Termination is given, or, if later, prior
                  to the Date of Termination (as determined without regard to
                  this Section IV.F.), the party receiving such Notice of
                  Termination notifies the other party that a dispute exists
                  concerning the termination, the Date of Termination shall be
                  extended until the earlier of (i) the date on which the
                  Employment Period ends or (ii) the date on which the dispute
                  is finally resolved, either by mutual written agreement of the
                  parties or by a final judgment, order or decree of an
                  arbitrator or a court of competent jurisdiction (which is not
                  appealable or with respect to which the time for appeal
                  therefrom has expired and no appeal has been perfected);
                  provided, however, that the Date of Termination shall be
                  extended by a notice of dispute given by the Executive only if
                  such notice is given in good faith and the Executive pursues
                  the resolution of such dispute with reasonable diligence.

         G.       Compensation During Dispute. If a purported termination occurs
                  during the Employment Period and the Date of Termination is
                  extended in accordance with Section IV.F. hereof, the Company
                  shall continue to pay the Executive the full compensation in
                  effect when the notice giving rise to the dispute was given
                  (including, but not limited to, salary) and continue the
                  Executive as a participant in all compensation, benefit and
                  insurance plans in which the Executive was participating when
                  the notice giving rise to the dispute was given, until the
                  Date of Termination, as determined in accordance with Section
                  IV.F. hereof. Amounts paid under this Section IV.G. are in
                  addition to all other amounts due under this Agreement and
                  shall not be offset against or reduce any other amounts due
                  under this Agreement.

         H.       Pre-Effective Date Actions. For purposes of this Agreement,
                  the Executive's employment shall be deemed to have been
                  terminated during the Employment Period by the Company without
                  Cause or by the Executive with Good Reason, if (i) the
                  Executive's employment is terminated by the Company without
                  Cause prior to the Effective Date (whether or not a Change of
                  Control ever occurs) and such termination was at the request
                  or direction of a Person who has entered into an agreement
                  with the


                                       7
<PAGE>


                  Company the consummation of which would constitute a Change of
                  Control, (ii) the Executive terminates his employment for Good
                  Reason prior to the Effective Date (whether or not a Change of
                  Control ever occurs) and the circumstance or event which
                  constitutes Good Reason occurs at the request or direction of
                  such Person, or (iii) the Executive's employment is terminated
                  by the Company without Cause or by the Executive for Good
                  Reason and such termination or the circumstance or event which
                  constitutes Good Reason is otherwise in connection with or in
                  anticipation of a Change of Control (whether or not a Change
                  of Control ever occurs).

V.       Obligations of the Company upon Termination.

         A.       Good Reason; Other Than for Cause. If, during the Employment
                  Period, the Company shall terminate the Executive's employment
                  other than for Cause or Disability or the Executive shall
                  terminate employment for Good Reason:

                  1.       the Company shall pay to the Executive in a lump sum
                           in cash within 5 days after the Date of Termination
                           the aggregate of the following amounts:

                           (a)      the sum of (i) the Executive's Annual Base
                                    Salary through the Date of Termination to
                                    the extent not theretofore paid, (ii) the
                                    product of (x) the greater of (I) the
                                    Executive's target bonus under the Company's
                                    annual incentive plan in respect of the year
                                    in which the Date of Termination occurs or,
                                    if greater, for the year in which the Change
                                    of Control occurs (the "Target Bonus") and
                                    (II) the Annual Incentive Payment that the
                                    Executive would have earned for the year in
                                    which the Date of Termination occurs based
                                    upon projecting to the end of such year the
                                    Company's actual performance through the
                                    Date of Termination with respect to the
                                    performance measures on which such payment
                                    would have been based and (y) a fraction,
                                    the numerator of which is the number of days
                                    in the current fiscal year through the Date
                                    of Termination, and the denominator of which
                                    365 and (iii) any compensation previously
                                    deferred by the Executive (together with any
                                    accrued interest or earnings thereon) and
                                    any accrued vacation pay, in each case to
                                    the extent not theretofore paid (the sum of
                                    the amounts described in clauses (i), (ii)
                                    and (iii) shall be hereinafter referred to
                                    as the "Accrued Obligations"); and

                           (b)      the amount equal to the product of (i) three
                                    and (ii) the sum of (x) the Executive's
                                    Annual Base Salary and (y) the greater of
                                    (I) the Executive's Target Bonus and (II)
                                    the average of Executive's Annual Incentive
                                    Payments for the last three full fiscal
                                    years prior to the Effective Date or, if
                                    Executive was not in the employment of the
                                    Company or its Affiliates during one or more
                                    of the last three full fiscal years, the
                                    average of Executive's Annual Incentive
                                    Payments during the number of full fiscal
                                    years prior to the Effective Date that the
                                    Executive was so employed (annualized, in
                                    either case, in the event that the Executive
                                    was not employed by the Company for the
                                    whole of any such fiscal year), provided
                                    that any special or one-time awards (such as
                                    those associated with a new hire or
                                    promotion) shall not be taken into account;
                                    and

                           (c)      an amount equal to the product of three
                                    times the higher of (i) the sum of the
                                    amounts that would have been contributed by
                                    the Company or any Affiliate based on the
                                    Reference Amount (defined below) to the
                                    Executive's account under (x) all of the
                                    retirement plans of the Company and its
                                    Affiliates in which the Executive was
                                    eligible to participate immediately prior to
                                    the Effective Date and (y) any excess or
                                    supplemental retirement plan in which the
                                    Executive was eligible to participate as of
                                    the Effective Date as such plans were in
                                    effect and funded for the fiscal year
                                    immediately preceding the Effective Date or
                                    (ii) the sum of the amounts that would have
                                    been contributed by the Company or any
                                    Affiliate based on the Reference Amount to
                                    the Executive's account under (x) all of the
                                    retirement plans of the Company and its
                                    Affiliates in which the Executive was
                                    eligible to participate immediately prior to
                                    the Date of Termination and (y) any excess
                                    or supplemental retirement plan in which the
                                    Executive was eligible to participate
                                    immediately prior


                                       8
<PAGE>


                                    to the Date of Termination as those plans
                                    were in effect and funded for the fiscal
                                    year immediately preceding the Date of
                                    Termination. For the purposes hereof, the
                                    term "Reference Amount" shall mean an amount
                                    equal to one-third of the amount calculated
                                    in clause V.A.1.(b) without adjustment in
                                    the case of death or Disability.

                  2.       for three years after the Executive's Date of
                           Termination, or such longer period as may be provided
                           by the terms of the appropriate plan, program,
                           practice or policy, the Company shall continue
                           benefits to the Executive and/or the Executive's
                           family at least equal to those which would have been
                           provided to them in accordance with the plans,
                           programs, practices and policies described in Section
                           III.B.5. of this Agreement if the Executive's
                           employment had not been terminated or, if more
                           favorable to the Executive, as in effect generally at
                           any time thereafter with respect to other peer
                           executives of the Company and its Affiliates and
                           their families, as the case may be, provided,
                           however, that if the Executive becomes re-employed
                           with another employer and is eligible to receive
                           medical or other welfare benefits under another
                           employer provided plan, the medical and other welfare
                           benefits described herein shall be secondary and
                           supplemental to those provided under such other plan
                           during such applicable period of eligibility. For
                           purposes of determining eligibility (but not the time
                           of commencement of benefits) of the Executive for
                           retiree welfare benefits pursuant to such plans,
                           practices, programs and policies, the Executive shall
                           be considered to have remained employed until three
                           years after the Date of Termination and to have
                           retired on the last day of such period as a qualified
                           retiree of the Company;

                  3.       the Company shall pay to the Executive in a lump sum
                           in cash within 5 days after the Date of Termination
                           an amount equal to the sum of a pro rata portion to
                           the Date of Termination of the aggregate value of all
                           contingent incentive compensation awards to the
                           Executive for all then uncompleted periods under the
                           Deluxe Value Growth Plan (if such plan is adopted by
                           the Board) or any successor plan of the Company in
                           which the Executive participates, calculated as to
                           each such award by multiplying (i) the greater of (a)
                           the award that the Executive would have earned on the
                           last day of the performance award period, assuming
                           the achievement, at the target level, of the
                           individual and corporate performance goals
                           established with respect to such award and (b) the
                           award that the Executive would have earned on the
                           last day of the performance award period, assuming
                           the achievement of the individual and corporate
                           performance goals established with respect to such
                           award at the level that would have been achieved had
                           performance for the portion of the performance award
                           period preceding the date of termination been
                           projected for the entire performance award period, by
                           (ii) the fraction obtained by dividing the number of
                           full months and any fractional portion of a month
                           during such performance award period through the Date
                           of Termination by the total number of months
                           contained in such performance award period;

                  4.       the Company shall, at its sole expense as incurred,
                           provide the Executive with out-placement services the
                           scope and provider of which shall be selected by the
                           Executive in his or her sole discretion, provided,
                           however, that the amount paid by the Company pursuant
                           to this paragraph shall in no event exceed $25,000;
                           and

                  5.       to the extent not theretofore paid or provided, the
                           Company shall timely pay or provide to the Executive
                           any other amounts or benefits required to be paid or
                           provided to the Executive or which the Executive is
                           eligible to receive under any plan, program, policy
                           or practice or contract or agreement of the Company
                           and its Affiliates (such other amounts and benefits
                           shall be hereinafter referred to as the "Other
                           Benefits").

         B.       Death. If the Executive's employment is terminated by reason
                  of the Executive's death during the Employment Period, this
                  Agreement shall terminate without further obligations to the
                  Executive's legal representatives under this Agreement, other
                  than for payment of Accrued Obligations and the timely payment
                  or provision of Other Benefits. Accrued Obligations shall be
                  paid to the Executive's estate or beneficiary, as applicable,
                  in a lump sum in cash within 30 days of the Date of
                  Termination. With respect to the provision of Other Benefits,
                  the term Other Benefits as utilized in this Section V.B. shall
                  include, without limitation, and the Executive's estate and/or
                  beneficiaries shall be entitled to receive, benefits at least
                  equal to the most favorable benefits provided by the Company
                  and its Affiliates, as


                                       9
<PAGE>


                  the case may be, to the estates and beneficiaries of peer
                  executives of the Company or such Affiliates under such plans,
                  programs, practices and policies relating to death benefits,
                  if any, as in effect with respect to other peer executives and
                  their beneficiaries at any time during the one year period
                  immediately preceding the Effective Date or, if more favorable
                  to the Executive's estate and/or the Executive's
                  beneficiaries, as in effect on the date of the Executive's
                  death with respect to other peer executives of the Company and
                  its Affiliates, as applicable, and their beneficiaries.

         C.       Disability. If the Executive's employment is terminated by
                  reason of the Executive's Disability during the Employment
                  Period, this Agreement shall terminate without further
                  obligations to the Executive, other than for payment of
                  Accrued Obligations and the timely payment or provision of
                  Other Benefits. Accrued Obligations shall be paid to the
                  Executive in a lump sum in cash within 30 days of the Date of
                  Termination. With respect to the provision of Other Benefits,
                  the term Other Benefits as utilized in this Section V.C. shall
                  include, and the Executive shall be entitled after the Date of
                  Termination to receive, disability and other benefits at least
                  equal to the most favorable of those generally provided by the
                  Company and its Affiliates, as applicable, to disabled
                  executives and/or their families in accordance with such
                  plans, programs, practices and policies relating to
                  disability, if any, as in effect generally with respect to
                  other peer executives and their families at any time during
                  the one year period immediately preceding the Effective Date
                  or, if more favorable to the Executive and/or the Executive's
                  family, as in effect at any time thereafter generally with
                  respect to other peer executives of the Company and its
                  Affiliates, as applicable, and their families.

         D.       Cause; Other than for Good Reason. If the Executive's
                  employment shall be terminated for Cause during the Employment
                  Period, this Agreement shall terminate without further
                  obligations to the Executive other than the obligation to pay
                  to the Executive (1) his Annual Base Salary through the Date
                  of Termination, (2) the amount of any compensation previously
                  deferred by the Executive, and (3) Other Benefits, in each
                  case to the extent theretofore unpaid. If the Executive
                  terminates employment during the Employment Period, excluding
                  a termination for Good Reason or Disability, this Agreement
                  shall terminate without further obligations to the Executive,
                  other than for Accrued Obligations and the timely payment or
                  provision of Other Benefits. In such case, all Accrued
                  Obligations shall be paid to the Executive in a lump sum in
                  cash within 30 days of the Date of Termination.

VI.      Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
         limit the Executive's continuing or future participation in any plan,
         program, policy or practice provided by the Company or any of its
         Affiliates and for which the Executive may qualify, nor, subject to
         Section XI. F., shall anything herein limit or otherwise affect such
         rights as the Executive may have under any contract or agreement with
         the Company or any of its Affiliates. Amounts which are vested benefits
         or which the Executive is otherwise entitled to receive under any plan,
         policy, practice or program of or any contact or agreement with the
         Company or any of its Affiliates or subsequent to the Date of
         Termination shall be payable in accordance with such plan, policy,
         practice or program or contract or agreement except as explicitly
         modified by this Agreement.

VII.     Full Settlement. The Company's obligation to make the payments provided
         for in this Agreement and otherwise to perform its obligations
         hereunder shall not be affected by any set-off, counterclaim,
         recoupment, defense or other claim, right or action which the Company
         may have against the Executive or others. In no event shall the
         Executive be obligated to seek other employment or take any other
         action by way of mitigation of the amounts payable to the Executive
         under any of the provisions of this Agreement and, except as
         specifically provided in Section V.A.2. hereof, such amounts shall not
         be reduced whether or not the Executive obtains other employment. The
         Company agrees to pay as incurred, to the full extent permitted by law,
         all legal fees and expenses which the Executive may incur in good faith
         as a result of any contest (regardless of the outcome thereof) by the
         Company, the Executive or others of the validity or enforceability of,
         or liability under, any provision of this Agreement or any guarantee of
         performance thereof (including as a result of any contest by the
         Executive about the amount of any payment pursuant to this Agreement),
         plus in each case interest on any delayed payment at the applicable
         Federal rate provided for in Section 7872(f)(2)(A) of the Internal
         Revenue Code of 1986, as amended (the "Code"). Such payments shall be
         made within five (5) business days after delivery of the Executive's
         written requests for payment accompanied with such evidence of fees and
         expenses incurred as the Company reasonably may require.

VIII.    Certain Additional Payments by the Company.


                                       10
<PAGE>


         A.       Anything in this Agreement to the contrary notwithstanding and
                  except as set forth below, in the event it shall be determined
                  that any payment or benefit received or to be received by the
                  Executive (whether paid or payable or distributed or
                  distributable pursuant to the terms of this Agreement or any
                  other plan, arrangement or agreement with the Company, any
                  Person whose actions result in a Change of Control or any
                  Person affiliated with the Company or such Person, but
                  determined without regard to any additional payments required
                  under this Section VIII) (a "Payment") would be subject to the
                  excise tax imposed by Section 4999 of the Code or any interest
                  or penalties are incurred by the Executive with respect to
                  such excise tax (such excise tax, together with any such
                  interest and penalties, are hereinafter collectively referred
                  to as the "Excise Tax"), then the Executive shall be entitled
                  to receive an additional payment (a "Gross-Up Payment") in an
                  amount such that after payment by the Executive of all taxes
                  (including any interest or penalties imposed with respect to
                  such taxes), including, without limitation, any income taxes
                  (and any interest and penalties imposed with respect thereto)
                  and Excise Tax imposed upon the Gross-Up Payment, the
                  Executive retains an amount of the Gross-Up Payment equal to
                  the Excise Tax imposed upon the Payments. Notwithstanding the
                  foregoing provisions of this Section VIII.A., if it shall be
                  determined that the Executive is entitled to a Gross-Up
                  Payment, but that the Executive, after taking into account the
                  Payments and the Gross-Up Payment, would not receive a net
                  after-tax benefit of at least $50,000 (taking into account
                  both income taxes and any Excise Tax) as compared to the net
                  after-tax benefit the Executive would receive if the Gross-Up
                  Payment were eliminated and the Payments were reduced, in the
                  aggregate, to an amount (the "Reduced Amount") such that the
                  receipt of Payments would not give rise to any Excise Tax,
                  then no Gross-Up Payment shall be made to the Executive and
                  the Payments, in the aggregate, shall be reduced to the
                  Reduced Amount. For purposes of determining whether any of the
                  Payments will be subject to the Excise Tax and the amount of
                  such Excise Tax, (i) all of the Payments shall be treated as
                  "parachute payments" (within the meaning of Section 280G(b) of
                  the Code) unless, in the opinion of tax counsel ("Tax
                  Counsel") reasonably acceptable to the Executive and selected
                  by the Accounting Firm (as defined below), such payments or
                  benefits (in whole or in part) do not constitute parachute
                  payments, including by reason of Section 280G(b)(4)(A) of the
                  Code, (ii) all "excess parachute payments" within the meaning
                  of Section 280G(b)(1) of the Code shall be treated as subject
                  to the Excise Tax unless, in the opinion of Tax Counsel, such
                  excess parachute payments (in whole or in part) represent
                  reasonable compensation for services actually rendered (within
                  the meaning of Section 280G(b)(4)(B) of the Code) in excess of
                  the "base amount" (as defined in Section 280G(b)(3) of the
                  Code) allocable to such reasonable compensation, or are
                  otherwise not subject to the Excise Tax, and (iii) the value
                  of any non-cash benefits or any deferred payment or benefit
                  shall be determined by the Accounting Firm in accordance with
                  the principals of Sections 280G(d)(3) and (4) of the Code. For
                  purposes of determining the amount of the Gross-Up Payment,
                  the Executive shall be deemed to pay federal income tax at the
                  highest marginal rate of federal income taxation in the
                  calendar year in which the Gross-Up Payment is to be made and
                  state and local income taxes at the highest marginal rate of
                  taxation in the state and locality of Executive's residence on
                  the Date of Termination (or if there is no Date of
                  Termination, then the date on which the Gross-Up Payment is
                  calculated for purposes of this Section VIII.A.), net of the
                  maximum reduction in federal income taxes which could be
                  obtained from deduction of such state and local taxes.

         B.       Subject to the provisions of Section VIII. C., all
                  determinations required to be made under this Section VIII,
                  including whether a Gross-Up Payment is required and the
                  amount of such Gross-Up Payment and the assumptions to be
                  utilized in arriving at such determination, shall be made by
                  the accounting firm that was, immediately prior to the Change
                  of Control the Company's independent auditors (the "Accounting
                  Firm") which shall provide detailed supporting calculations
                  both to the Company and the Executive within 15 business days
                  of the receipt of notice from the Executive that a Payment has
                  been made or will be required, as the case may be, or such
                  earlier time as is requested by the Company. All fees and
                  expenses of the Accounting Firm shall be borne solely by the
                  Company. Any Gross-Up Payment, as determined pursuant to this
                  Section VIII., shall be paid by the Company to the Executive
                  within five days of the receipt of the Accounting Firm's
                  determination. Any determination by the Accounting Firm shall
                  be binding upon the Company and the Executive. As a result of
                  the uncertainty in the application of Section 4999 of the Code
                  at the time of the initial determination by the Accounting
                  Firm hereunder, it is possible that Gross-Up Payments which
                  will not have been made by the Company should have been made
                  ("Underpayment"), consistent with the calculations required to
                  be made hereunder. In the event that the Company exhausts its
                  remedies pursuant to Section VIII.C.


                                       11
<PAGE>


                  and the Executive thereafter is required to make a payment of
                  any Excise Tax, the Accounting Firm shall determine the amount
                  of the Underpayment that has occurred and any such
                  Underpayment shall be promptly paid by the Company to or for
                  the benefit of the Executive.

         C.       The Executive shall notify the Company in writing of any claim
                  by the Internal Revenue Service that, if successful, would
                  require the payment by the Company of the Gross-Up Payment.
                  Such notification shall be given as soon as practicable but no
                  later than ten business days after the Executive is informed
                  in writing of such claim and shall apprise the Company of the
                  nature of such claim and the date on which such claim is
                  requested to be paid. The Executive shall not pay such claim
                  prior to the expiration of the 30-day period following the
                  date on which he or she gives such notice to the Company (or
                  such shorter period ending on the date that any payment of
                  taxes with respect to such claim is due). If the Company
                  notifies the Executive in writing prior to the expiration of
                  such period that it desires to contest such claim, the
                  Executive shall:

                  1.       give the Company any information reasonably requested
                           by the Company relating to such claim,

                  2.       take such action in connection with contesting such
                           claim as the Company shall reasonably request in
                           writing from time to time, including, without
                           limitation, accepting legal representation with
                           respect to such claim by an attorney reasonably
                           selected by the Company,

                  3.       cooperate with the Company in good faith in order to
                           effectively contest such claim, and

                  4.       permit the Company to participate in any proceedings
                           relating to such claim;

                  provided, however, that the Company shall bear and pay
                  directly all costs and expenses (including additional interest
                  and penalties) incurred in connection with such contest and
                  shall indemnify and hold the Executive harmless, on an
                  after-tax basis, for any Excise Tax or income tax (including
                  interest and penalties with respect thereto) imposed as a
                  result of such representation and payment of costs and
                  expenses. Without limitation on the foregoing provisions of
                  this Section VIII.C., the Company shall control all
                  proceedings taken in connection with such contest and, at its
                  sole option, may pursue or forego any and all administrative
                  appeals, proceedings, hearings and conferences with the taxing
                  authority in respect of such claim and may, at its sole
                  option, either direct the Executive to pay the tax claimed and
                  sue for a refund or contest the claim in any permissible
                  manner, and the Executive agrees to prosecute such contest to
                  a determination before any administrative tribunal, in a court
                  of initial jurisdiction and in one or more appellate courts,
                  as the Company shall determine; provided, however, that if the
                  Company directs the Executive to pay such claim and sue for a
                  refund, the Company shall advance the amount of such payment
                  to the Executive, on an interest-free basis and shall
                  indemnify and hold the Executive harmless, on an after-tax
                  basis, from any Excise Tax or income tax (including interest
                  and penalties with respect thereto) imposed with respect to
                  such advance or with respect to any imputed income with
                  respect to such advance; and further provided that any
                  extension of the statute of limitations relating to payment of
                  taxes for the taxable year of the Executive with respect to
                  which such contested amount is claimed to be due is limited
                  solely to such contested amount. Furthermore, the Company's
                  control of the contest shall be limited to issues with respect
                  to which a Gross-Up Payment would be payable hereunder and the
                  Executive shall be entitled to settle or contest, as the case
                  may be, any other issue raised by the Internal Revenue Service
                  or any other taxing authority.

         D.       If, after the receipt by the Executive of an amount advanced
                  by the Company pursuant to Section VIII.C., the Executive
                  becomes entitled to receive any refund with respect to such
                  claim, the Executive shall (subject to the Company's complying
                  with the requirements of Section VIII.C.) promptly pay to the
                  Company the amount of such refund (together with any interest
                  paid or credited thereon after taxes applicable thereto). If,
                  after the receipt by the Executive of any amount advanced by
                  the Company pursuant to Section VIII.C., a determination is
                  made that the Executive shall not be entitled to any refund
                  with respect to such claim and the Company does not notify the
                  Executive in writing of its intent to contest such denial of
                  refund prior to the expiration of 30 days after such
                  determination, then such advance shall be forgiven and shall
                  not be required to be repaid and the amount of such advance
                  shall offset, to the extent thereof, the amount of Gross-Up
                  Payment required to be paid.


                                       12
<PAGE>


         E.       The Gross-Up Payment shall be made not later than the fifth
                  day following the Date of Termination; provided, however, that
                  if the amount of such Gross-Up Payment, and the limitation on
                  such payments set forth in Section VIII.A. hereof, cannot be
                  finally determined on or before such day, the Company shall
                  pay to the Executive on such day an estimate, as determined in
                  good faith by the Accounting Firm, of the minimum amount of
                  such Gross-Up Payment to which the Executive is clearly
                  entitled and shall pay the remainder of such payments
                  (together with interest on the unpaid remainder (or on all
                  such payments to the extent the Company fails to make such
                  payments when due) at 120% of the rate provided in section
                  1274(b)(2)(B) of the Code) as soon as the amount thereof can
                  be determined but in no event later than the thirtieth (30th)
                  day after the Date of Termination. In the event that the
                  amount of the estimated payments exceeds the amount
                  subsequently determined to have been due, such excess shall
                  constitute a loan by the Company to the Executive, payable on
                  the fifth (5th) business day after demand by the Company
                  (together with interest at 120% of the rate provided in
                  section 1274(b)(2)(B) of the Code). At the time that payments
                  are made under this Agreement, the Company shall provide the
                  Executive with a written statement setting forth the manner in
                  which such payments were calculated and the basis for such
                  calculations including, without limitation, any opinions or
                  other advice the Company has received from Tax Counsel, the
                  Accounting Firm or other advisors or consultants (and any such
                  opinions or advice which are in writing shall be attached to
                  the statement).

IX.      Confidential Information. During the term of this Agreement and at all
         times thereafter, Executive will retain in confidence all proprietary
         and confidential information concerning the Company and its Affiliates,
         including, without limitation, customer lists, cost and pricing
         information, employee data, trade secrets and software and, shall
         return to the Company or destroy all copies and extracts thereof
         (however and on whatever medium recorded), without keeping any copies
         thereof. The foregoing obligation with respect to the protection of
         confidential information shall not apply to (A) any information which
         was known to the Executive prior to disclosure to the Executive by the
         Company or any of its Affiliates; (B) any information which was in the
         public domain prior to its disclosure to the Executive; (C) any
         information which comes into the public domain through no fault of the
         Executive; (D) any information which the Executive is required to
         disclose by a court or similar authority or under subpoena, provided
         that the Executive provides the Company with notice thereof and
         assists, at the Company's sole expense, any reasonable endeavor by the
         Company, using appropriate means, to obtain a protective order limiting
         the disclosure of such information; and (E) any information which is
         disclosed to the Executive by a third party which has a legal right to
         make such disclosure. In no event shall an asserted violation of the
         provisions of this Section X. constitute a basis for deferring or
         withholding any amounts otherwise payable to the Executive under this
         Agreement.

X.       Successors.

         A.       This Agreement is personal to the Executive and without the
                  prior written consent of the Company shall not be assignable
                  by the Executive otherwise than by will or the laws of descent
                  and distribution. This Agreement shall inure to the benefit of
                  and be enforceable by the Executive's legal representatives.
                  If the Executive shall die while any amount would still be
                  payable to the Executive hereunder (other than amounts which,
                  by their terms, terminate upon the death of the Executive) if
                  the Executive had continued to live, all such amounts, unless
                  otherwise provided herein, shall be paid in accordance with
                  the terms of this Agreement to the executors, personal
                  representatives or administrators of the Executive's estate.

         B.       This Agreement shall inure to the benefit of and be binding
                  upon the Company and its successors and assigns.

         C.       The Company will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Company to assume expressly and agree to perform this
                  Agreement in the same manner and to the same extent that the
                  Company would be required to perform it if no such succession
                  had taken place. Failure of the Company to obtain such
                  assumption and agreement prior to the effectiveness of any
                  such succession shall be a breach of this Agreement and shall
                  entitle the Executive to compensation from the Company in the
                  same amount and on the same terms as the Executive would be
                  entitled to hereunder if the Executive were to terminate the
                  Executive's employment for Good Reason after the Effective
                  Date, except that, for purposes of implementing the foregoing,
                  the date on which any such succession becomes effective shall
                  be deemed the Date of Termination. As used in this Agreement,
                  "Company"


                                       13
<PAGE>


                  shall mean the Company as hereinbefore defined and, except for
                  purposes of determining whether a Change of Control has
                  occurred, shall include any successor to its business and/or
                  assets as aforesaid which assumes and agrees to perform this
                  Agreement by operation of law, or otherwise.


XI.      Miscellaneous.

         A.       This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Minnesota, without
                  reference to principles of conflict of laws. The captions of
                  this Agreement are not part of the provisions hereof and shall
                  have no force or effect. This Agreement may not be amended or
                  modified otherwise than by a written agreement executed by the
                  parties hereto or their respective successors and legal
                  representatives.

         B.       All notices and other communications hereunder shall be in
                  writing and shall be given by hand delivery to the other party
                  or by registered or certified mail, return receipt requested,
                  postage prepaid, addressed as follows:

                  If to the Executive:



                  If to the Company:

                  Deluxe Corporation
                  3680 Victoria Street North
                  Shoreview, MN 55126
                  Attn: General Counsel

         or to such other address as either party shall have furnished to the
         other in writing in accordance herewith. Notice and communications
         shall be effective when actually received by the addressee.

         C.       The invalidity or unenforceability of any provision of this
                  Agreement shall not affect the validity or enforceability of
                  any other provision of this Agreement.

         D.       The Company may withhold from any amounts payable under this
                  Agreement such Federal, state, local or foreign taxes as shall
                  be required to be withheld pursuant to any applicable law or
                  regulation.

         E.       The Executive's or the Company's failure to insist upon strict
                  compliance with any provision of this Agreement or the failure
                  to assert any right the Executive or the Company may have
                  hereunder, including, without limitation, the right of the
                  Executive to terminate employment for Good Reason pursuant to
                  Section IV.C. of this Agreement, shall not be deemed to be a
                  waiver of such provision or right or any other provision or
                  right of this Agreement.

         F.       The Executive and the Company acknowledge that, except as may
                  otherwise be provided under any other written agreement
                  between the Executive and the Company, the employment of the
                  Executive by the Company is "at will" and, subject to Section
                  IV.H. hereof, prior to the Effective Date, the Executive's
                  employment and/or this Agreement may be terminated by either
                  the Executive or the Company at any time prior to the
                  Effective Date, in which case the Executive shall have no
                  further rights under this Agreement, provided that nothing
                  herein shall be construed to limit or prevent the Executive
                  from receiving compensation and benefits from the Company or
                  its Affiliates that are customarily paid and provided other
                  peer executives who leave the employment of the Company or any
                  of its Affiliates. From and after the Effective Date this
                  Agreement shall supersede any other agreement between the
                  parties with respect to benefits accruing to the Executive
                  upon termination of employment following a Change of Control,
                  recapitalization or other business combination, restructuring
                  or reorganization.

         G.       The obligations of the Company and the Executive under this
                  Agreement which by their nature may require either partial or
                  total performance after the expiration of the term of this
                  Agreement (including, without limitation, those under Section
                  V. hereof) shall survive such expiration.


                                       14
<PAGE>


         H.       In the event that the Company is a party to a transaction
                  which is otherwise intended to qualify for "pooling of
                  interests" accounting treatment then (A) this Agreement shall,
                  to the extent practicable, be interpreted so as to permit such
                  accounting treatment, and (B) to the extent that the
                  application of clause (A) of this Section XI.H. does not
                  preserve the availability of such accounting treatment, then,
                  the Company may modify or limit the effect of the provisions
                  of this Agreement to the extent necessary to qualify the
                  transactions as a "pooling transaction" and provide the
                  Executive with payments or benefits as nearly equivalent as
                  possible to those the Executive would have received absent
                  such modification or limitation, provided, however, to the
                  extent that any provision of the Agreement would disqualify
                  the transaction as a "pooling" transaction (including, if
                  applicable, the entire Agreement) and cannot otherwise be
                  modified or limited, such provision shall be null and void as
                  of the date hereof. All determinations under this Section
                  XI.H. shall be made by the accounting firm whose opinion with
                  respect to "pooling of interests" is required as a condition
                  to the consummation of such transaction.

         I.       All claims by the Executive for benefits under this Agreement
                  shall be directed to and determined by the Committee and shall
                  be in writing. Any denial by the Committee of a claim for
                  benefits under this Agreement shall be delivered to the
                  Executive in writing and shall set forth the specific reasons
                  for the denial and the specific provisions of this Agreement
                  relied upon. The Committee shall afford a reasonable
                  opportunity to the Executive for a review of the decision
                  denying a claim and shall further allow the Executive to
                  appeal to the Committee a decision of the Committee within
                  sixty (60) days after notification by the Committee that the
                  Executive's claims has been denied.

         J.       Notwithstanding any other provision in this Agreement to the
                  contrary, the Board shall delegate the responsibilities,
                  duties and powers specified under this Agreement to be
                  observed or performed by the "Committee" to a committee (the
                  "Committee") consisting of not less than three individuals
                  who, on the date six months before a Change of Control, were
                  directors of the Corporation ("Incumbent Directors"), provided
                  that in the event that fewer than three Incumbent Directors
                  are available at the time of such delegation or thereafter,
                  the Committee's members may include such individual or
                  individuals as may be appointed by the Incumbent Directors
                  (including, for such purpose, by any individual or individuals
                  who have been appointed to the Committee by the Incumbent
                  Directors); provided further, however, the maximum number of
                  individuals (including directors) appointed to the Committee
                  shall not exceed five.

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.


Deluxe Corporation                       Executive

By:
    -------------------------------      -------------------------------

Its:


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