<SUBMISSION>
<ACCESSION-NUMBER>0000950144-00-014587
<TYPE>S-8
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<FILING-DATE>20001130
<EFFECTIVENESS-DATE>20001130
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HARLAND JOHN H CO
<CIK>0000045599
<ASSIGNED-SIC>2780
<IRS-NUMBER>580278260
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-51020
<FILM-NUMBER>781640
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30035
<PHONE>7709819460
</BUSINESS-ADDRESS>
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<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30039
</MAIL-ADDRESS>
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<TYPE>S-8
<SEQUENCE>1
<FILENAME>g65632s-8.txt
<DESCRIPTION>JOHN H. HARLAND COMPANY
<TEXT>

<PAGE>   1
    As filed with the Securities and Exchange Commission on November 30, 2000
                                                           REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                             JOHN H. HARLAND COMPANY
             (Exact name of registrant as specified in its charter)

                   GEORGIA                             58-0278260

       (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)              Identification No.)

                    2939 MILLER ROAD, DECATUR, GEORGIA 30035
   (Address, including zip code, of registrant's principal executive offices)

                             JOHN H. HARLAND COMPANY
                           DEFERRED COMPENSATION PLAN
                              (Full title of plan)

                                 TIMOTHY C. TUFF
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             JOHN H. HARLAND COMPANY
                                2939 MILLER ROAD
                             DECATUR, GEORGIA 30035
                                 (770) 981-9460
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   COPIES TO:


           JOHN C. WALTERS, ESQ.                        ALAN J. PRINCE, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL             KING & SPALDING
          JOHN H. HARLAND COMPANY                       191 PEACHTREE STREET
             2939 MILLER ROAD                        ATLANTA, GEORGIA 30303-1763
          DECATUR, GEORGIA 30035                           (404) 572-4600
             (770) 981-9460


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                        Proposed               Proposed
         Title of                    Amount              Maximum                Maximum            Amount of
       Securities to                 to be            Offering Price            Aggregate         Registration
       be Registered               Registered         Per Obligation         Offering Price            Fee
-----------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>                    <C>                  <C>
Deferred Compensation
Obligations (1).............       $10,000,000            100%               $10,000,000(2)          $2,640
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The Deferred Compensation Obligations are unsecured obligations of the
         John H. Harland Company to pay deferred compensation in the future in
         accordance with the terms of the John H. Harland Company Deferred
         Compensation Plan.
(2)      Estimated solely for the purpose of determining the registration fee.

================================================================================
<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration Statement:


         1.       The Annual Report of the John H. Harland Company (the
                  "Company") on Form 10-K for the year ended December 31,
                  1999; and


         2.       All reports filed by the Company pursuant to Section 13(a) or
                  15(d) of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), since December 31, 1999.

         All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Under the John H. Harland Company Deferred Compensation Plan (the
"Plan"), the Company will provide eligible employees with the opportunity to
elect to defer a specified percentage of their future cash compensation. The
Company, in its discretion, may credit participants with a matching amount based
on a percentage of their deferrals and with a profit sharing amount. The
obligations of the Company under the Plan (the "Obligations") will be unsecured
general obligations of the Company to pay the deferred compensation in the
future in accordance with the terms of the Plan.

         The amount of compensation deferred by each participant and any
matching or profit sharing amounts credited to the participant by the Company
will be credited with earnings and investment gains and losses by assuming that
such amounts were invested in one or more investment alternatives, which among
others, include one or more mutual funds, selected by each participant in
accordance with the terms of the Plan. Each participant's Obligations will be
payable in a manner selected by such participant in accordance with the terms of
the Plan. The Obligations will be denominated and be payable in United States
dollars.

         The Obligations are not subject to redemption, in whole or in part,
prior to the payment dates selected by each participant, at the option of the
Company or through operation of a mandatory or optional sinking fund or
analogous provision. A participant's right or the right of a participant's
beneficiary, if any, to the Obligations cannot be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, levied upon or charged. Each
participant in the Plan has the right to designate a beneficiary to receive the
balance, if any, of the Obligations payable to the participant at the time of
the participant's death and shall have the right at any time to change such
designation at any time.

         A grantor trust will be established to fund the payment of the
Obligations. The trustee of the trust will be required to administer the trust
in accordance with its terms, but the trustee's obligations and authority will
be limited to the amounts which may be held in the trust from time to time and
the trustee will be subject to the direction of the Company with respect to the
payment of the Obligations. Upon a change of control, the trust will become
irrevocable until all Obligations have been paid in full and the Company will
cause the trust to be irrevocably funded with amounts sufficient to satisfy its
Obligations to the extent not previously funded. No participant shall have any
preferred claim to, or any beneficial ownership interest in, any assets which
are subject to the trust. All such assets are subject to the claims of the
general creditors of the Company and any subsidiary whose employees are eligible
to participate in the Plan.


                                       2
<PAGE>   3

         The Governance Committee of the Board of Directors of the Company
reserves the right to amend or terminate the Plan at any time, provided the
balance credited to each participant's account immediately after any such
amendment or termination shall be no less than the balance credited to each such
account immediately before such amendment or termination and no amendment or
termination shall adversely affect the right of a participant or his or her
beneficiary, if any, to the distribution of the balance of such participant's
deferred account.

         The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The following summary is qualified in its entirety by reference to the
complete text of the statute, the Restated Articles of Incorporation and the
Amended and Restated Bylaws referred to below.

Part 5 of Article 8 of the Georgia Business Corporation Code states:

14-2-850. Part definitions.

As used in this part, the term:

         (1)      "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

         (2)      "Director" or "officer" means an individual who is or was a
director or officer, respectively, of a corporation or who, while a director or
officer of the corporation, is or was serving at the corporation's request as a
director, officer, partner, trustee, employee, or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan,
or other entity. A director or officer is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by, the
director or officer to the plan or to participants in or beneficiaries of the
plan. Director or officer includes, unless the context otherwise requires, the
estate or personal representative of a director or officer.

         (3)      "Disinterested director" means a director who at the time of
a vote referred to in subsection (c) of Code Section 14-2-853 or a vote or
selection referred to in subsection (b) or (c) of Code Section 14-2-855 or
subsection (a) of Code Section 14-2-856 is not:

                  (A)      A party to the proceeding; or

                  (B)      An individual who is a party to a proceeding having a
                           familial, financial, professional, or employment
                           relationship with the director whose indemnification
                           or advance for expenses is the subject of the
                           decision being made with respect to the proceeding,
                           which relationship would, in the circumstances,
                           reasonably be expected to exert an influence on the
                           director's judgment when voting on the decision being
                           made.

         (4)      "Expenses" includes counsel fees.

         (5)      "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to a
proceeding.

         (6)      "Official capacity" means:

                  (A)      When used with respect to a director, the office of
director in a corporation; and


                                       3
<PAGE>   4

                  (B)      When used with respect to an officer, as contemplated
                           in Code Section 14-2-857, the office in a corporation
                           held by the officer.

     Official capacity does not include service for any other domestic or
foreign corporation or any partnership, joint venture, trust, employee benefit
plan, or other entity.

         (7)      "Party" means an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.

         (8)      "Proceeding" means any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative and whether formal or informal.


14-2-851. Authority to indemnify.

        (a)       Except as otherwise provided in this Code section, a
corporation may indemnify an individual who is a party to a proceeding because
he or she is or was a director against liability incurred in the proceeding if:

                  (1)      Such individual conducted himself or herself in good
                           faith; and

                  (2)      Such individual reasonably believed:

                           (A)      In the case of conduct in his or her
                                    official capacity, that such conduct was in
                                    the best interests of the corporation;

                           (B)      In all other cases, that such conduct was at
                                    least not opposed to the best interests of
                                    the corporation; and

                           (C)      In the case of any criminal proceeding, that
                                    the individual had no reasonable cause to
                                    believe such conduct was unlawful.

         (b)      A director's conduct with respect to an employee benefit plan
for a purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a) (2) (B) of this Code section.

         (c)      The termination of a proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent
is not, of itself, determinative that the director did not meet the standard of
conduct described in this Code section.

         (d)      A corporation may not indemnify a director under this Code
section:

                  (1)      In connection with a proceeding by or in the right of
                           the corporation, except for reasonable expenses
                           incurred in connection with the proceeding if it is
                           determined that the director has met the relevant
                           standard of conduct under this Code section; or

                  (2)      In connection with any proceeding with respect to
                           conduct for which he or she was adjudged liable on
                           the basis that personal benefit was improperly
                           received by him or her, whether or not involving
                           action in his or her official capacity.

14-2-852. Mandatory indemnification.

         A corporation shall indemnify a director who was wholly successful, on
the merits or otherwise, in the defense of any proceeding to which he or she was
a party because he or she was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.


                                       4
<PAGE>   5

14-2-853. Advance for expenses.

         (a)      A corporation may, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director if he or
she delivers to the corporation:

                  (1)      A written affirmation of his or her good faith belief
                           that he or she has met the relevant standard of
                           conduct described in Code Section 14-2-851 or that
                           the proceeding involves conduct for which liability
                           has been eliminated under a provision of the articles
                           of incorporation as authorized by paragraph (4) of
                           subsection (b) of Code Section 14-2-202; and

                  (2)      His or her written undertaking to repay any funds
                           advanced if it is ultimately determined that the
                           director is not entitled to indemnification under
                           this part.

         (b)      The undertaking required by paragraph (2) of subsection (a) of
this Code section must be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to the financial
ability of the director to make repayment.

         (c)      Authorizations under this Code section shall be made:

                  (1)      By the board of directors:

                           (A) When there are two or more disinterested
                           directors, by a majority vote of all the
                           disinterested directors (a majority of whom shall for
                           such purpose constitute a quorum) or by a majority of
                           the members of a committee of two or more
                           disinterested directors appointed by such a vote; or

                           (B) When there are fewer than two disinterested
                           directors, by the vote necessary for action by the
                           board in accordance with subsection (c) of Code
                           Section 14-2-824, in which authorization directors
                           who do not qualify as disinterested directors may
                           participate; or

                  (2)      By the shareholders, but shares owned or voted under
                  the control of a director who at the time does not qualify as
                  a disinterested director with respect to the proceeding may
                  not be voted on the authorization.

14-2-854. Court-ordered indemnification and advances for expenses.

         (a)      A director who is a party to a proceeding because he or she is
a director may apply for indemnification or advance for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall:

                  (1)      Order indemnification or advance for expenses if it
                           determines that the director is entitled to
                           indemnification under this part; or

                  (2)      Order indemnification or advance for expenses if it
                           determines, in view of all the relevant
                           circumstances, that it is fair and reasonable to
                           indemnify the director or to advance expenses to the
                           director, even if the director has not met the
                           relevant standard of conduct set forth in subsections
                           (a) and (b) of Code Section 14-2-851, failed to
                           comply with Code Section 14-2-853, or was adjudged
                           liable in a proceeding referred to in paragraph (1)
                           or (2) of subsection (d) of Code Section 14-2-851,
                           but if the director was adjudged so liable, the
                           indemnification shall be limited to reasonable
                           expenses incurred in connection with the proceeding.

         (b)      If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.


                                       5
<PAGE>   6

14-2-855. Determination and authorization of indemnification.

         (a)      A corporation may not indemnify a director under Code Section
14-2-851 unless authorized thereunder and a determination has been made for a
specific proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.

         (b)      The determination shall be made:

                  (1)      If there are two or more disinterested directors, by
                           the board of directors by a majority vote of all the
                           disinterested directors (a majority of whom shall for
                           such purpose constitute a quorum) or by a majority of
                           the members of a committee of two or more
                           disinterested directors appointed by such a vote;

                  (2)      By special legal counsel:

                           (A)      Selected in the manner prescribed in
                                    paragraph (1) of this subsection; or

                           (B)      If there are fewer than two disinterested
                                    directors, selected by the board of
                                    directors (in which selection directors who
                                    do not qualify as disinterested directors
                                    may participate); or

                  (3)      By the shareholders, but shares owned by or voted
                           under the control of a director who at the time does
                           not qualify as a disinterested director may not be
                           voted on the determination.

         (c)      Authorization of indemnification or an obligation to indemnify
and evaluation as to reasonableness of expenses shall be made in the same manner
as the determination that indemnification is permissible, except that if there
are fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subparagraph
(b)(2)(B) of this Code section to select special legal counsel.

14-2-856. Shareholder approved indemnification.

         (a)      If authorized by the articles of incorporation or a bylaw,
contract, or resolution approved or ratified by the shareholders by a majority
of the votes entitled to be cast, a corporation may indemnify or obligate itself
to indemnify a director made a party to a proceeding including a proceeding
brought by or in the right of the corporation, without regard to the limitations
in other Code sections of this part, but shares owned or voted under the control
of a director who at the time does not qualify as a disinterested director with
respect to any existing or threatened proceeding that would be covered by the
authorization may not be voted on the authorization.

         (b)      The corporation shall not indemnify a director under this
Code section for any liability incurred in a proceeding in which the director is
adjudged liable to the corporation or is subjected to injunctive relief in favor
of the corporation:

                  (1)      For any appropriation, in violation of the director's
                           duties, of any business opportunity of the
                           corporation;

                  (2)      For acts or omissions which involve intentional
                           misconduct or a knowing violation of law;

                  (3)      For the types of liability set forth in Code Section
                           14-2-832; or

                  (4)      For any transaction from which he or she received an
                           improper personal benefit.

         (c)      Where approved or authorized in the manner described in
subsection (a) of this Code section, a corporation may advance or reimburse
expenses incurred in advance of final disposition of the proceeding only if:


                                       6
<PAGE>   7

                  (1)      The director furnishes the corporation a written
                           affirmation of his or her good faith belief that his
                           or her conduct does not constitute behavior of the
                           kind described in subsection (b) of this Code
                           section; and

                  (2)      The director furnishes the corporation a written
                           undertaking, executed personally or on his or her
                           behalf, to repay any advances if it is ultimately
                           determined that the director is not entitled to
                           indemnification under this Code section.

14-2-857. Indemnification of officers, employees, and agents.

         (a)      A corporation may indemnify and advance expenses under this
part to an officer of the corporation who is a party to a proceeding because he
or she is an officer of the corporation:

                  (1)      To the same extent as a director; and

                  (2)      If he or she is not a director, to such further
                           extent as may be provided by the articles of
                           incorporation, the bylaws, a resolution of the board
                           of directors, or contract except for liability
                           arising out of conduct that constitutes:

                           (A)      Appropriation, in violation of his or her
                                    duties, of any business opportunity of the
                                    corporation;

                           (B)      Acts or omissions which involve intentional
                                    misconduct or a knowing violation of law;

                           (C)      The types of liability set forth in Code
                                    Section 14-2-832; or

                           (D)      Receipt of an improper personal benefit.

         (b)      The provisions of paragraph (2) of subsection (a) of this Code
section shall apply to an officer who is also a director if the sole basis on
which he or she is made a party to the proceeding is an act or omission solely
as an officer.

         (c)      An officer of a corporation who is not a director is entitled
to mandatory indemnification under Code Section 14-2-852, and may apply to a
court under Code Section 14-2-854 for indemnification or advances for expenses,
in each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.

         (d)      A corporation may also indemnify and advance expenses to an
employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.

14-2-858. Insurance.

         A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
director, officer, employee, or agent, whether or not the corporation would have
power to indemnify or advance expenses to him or her against the same liability
under this part.

14-2-859. Application of part.


                                       7
<PAGE>   8

         (a)      A corporation may, by a provision in its articles of
incorporation or bylaws or in a resolution adopted or a contract approved by its
board of directors or shareholders, obligate itself in advance of the act or
omission giving rise to a proceeding to provide indemnification or advance funds
to pay for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code Section
14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.

         (b)      Any provision pursuant to subsection (a) of this Code section
shall not obligate the corporation to indemnify or advance expenses to a
director of a predecessor of the corporation, pertaining to conduct with respect
to the predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.

         (c)      A corporation may, by a provision in its articles of
incorporation, limit any of the rights to indemnification or advance for
expenses created by or pursuant to this part.

         (d)      This part does not limit a corporation's power to pay or
reimburse expenses incurred by a director or an officer in connection with his
or her appearance as a witness in a proceeding at a time when he or she is not a
party.

         (e)      Except as expressly provided in Code Section 14-2-857, this
part does not limit a corporation's power to indemnify, advance expenses to, or
provide or maintain insurance on behalf of an employee or agent.

Article Ten of the Company's Restated Articles of Incorporation provides:

         No Director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the duty of
care or other duty as a Director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (iii) for the types of liabilities set forth in
Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any
transaction from which the Director derived an improper personal benefit. If the
Georgia Business Corporation Code is amended to authorize corporate action
further eliminating or limiting the personal liability of Directors, then the
liability of a Director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Georgia Business Corporation Code, as amended.
Neither the amendment nor repeal of this Article X nor the adoption of any
provision of these Amended and Restated Articles of Incorporation inconsistent
with this Article shall eliminate or adversely affect any right or protection of
a Director of the corporation existing immediately prior to such amendment,
repeal or adoption.

Article Six of the Company's Amended and Restated Bylaws provides:

         Section 1.        Mandatory Indemnification. The Company shall
indemnify to the fullest extent permitted by the Georgia Business Corporation
Code, and to the extent that applicable law from time to time in effect shall
permit indemnification that is broader than is provided in these Bylaws, then to
the maximum extent authorized by law, any individual made a party to a
proceeding (as defined in the Georgia Business Corporation Code) because he or
she is or was a Director or an executive or corporate officer, against liability
(as defined in the Georgia Business Corporation Code), incurred in the
proceeding, if he or she conducted himself or herself in good faith and
reasonably believed such conduct was in or not opposed to the best interests of
the Company and, in the case of any criminal proceeding, he or she had no
reasonable cause to believe such conduct was unlawful.

         Section 2.        Advance for Expenses. The Company shall pay for or
reimburse the reasonable expenses incurred by a Director or any such officer who
is a party to a proceeding in advance of the final disposition of the proceeding
if:


                                       8
<PAGE>   9

          (a)     Such person furnishes the Company a written affirmation of his
                  or her good faith belief that he or she has met the standard
                  of conduct set forth in Section 1 above; and

          (b)     Such person furnishes the Company a written undertaking,
                  executed personally on his or her behalf to repay any advances
                  if it is ultimately determined that he or she is not entitled
                  to indemnification.

          The written undertaking required by paragraph (b) above must be an
unlimited general obligation of such person but need not be secured and may be
accepted without reference to financial ability to make repayment.

          Section 3.       Indemnification Not Exclusive. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article VI shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, provision of
these Bylaws, agreement, vote of shareholders or disinterested Directors or
otherwise.

          Section 4.       Amendment or Repeal. Any repeal or modification of
the foregoing provisions of this Article VI shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit      Description
-------      -----------
<S>          <C>
  5.1        Opinion of King & Spalding

 23.1        Consent of Deloitte & Touche LLP

 23.2        Consent of King & Spalding (included as part of Exhibit 5.1)

 24.1        Power of Attorney (included on signature page)

 99.1        John H. Harland Company Deferred Compensation Plan

 99.2        John H. Harland Company Deferred Compensation Plan Trust
</TABLE>

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement;

                           (A)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933, as amended (the "Securities Act");

                           (B)      To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement; and


                                       9
<PAGE>   10
                           (C)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the registration statement.

                  (2)      That for purposes of determining any liability under
                           the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                     EXPERTS

         The financial statements and the related financial statement schedule
incorporated by reference in this Registration Statement from the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports which are incorporated by reference herein, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


                                       10
<PAGE>   11

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Decatur, State of Georgia on the 30th day of
November, 2000.

                                     JOHN H. HARLAND COMPANY



                                     By: /s/ Timothy C. Tuff
                                        ---------------------------------------
                                        Timothy C. Tuff
                                        Chief Executive Officer and President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Timothy C. Tuff and John C. Walters and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such persons and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the capacity
indicated on the 30th day of November, 2000.

Signature                             Title
---------                             -----




/s/ Timothy C. Tuff                   Chairman, Chief Executive Officer,
---------------------------------     President and Director
Timothy C. Tuff                       (Principal Executive Officer)



/s/ Charles B. Carden
---------------------------------     Vice President and Chief Financial Officer
Charles B. Carden                     (Principal Financial Officer)



/s/ William M. Dollar                 Vice President and Controller
--------------------------------      (Principal Accounting Officer)
William M. Dollar



                                       11
<PAGE>   12

Signature                           Title
---------                           ------




/s/ William S. Antle III            Director
------------------------------
William S. Antle III



/s/ Juanita Powell Baranco          Director
------------------------------
Juanita Powell Baranco



/s/ John D. Johns                   Director
------------------------------
John D. Johns



/s/ Richard K. Lochridge            Director
------------------------------
Richard K. Lochridge



/s/ John J. McMahon Jr.             Director
------------------------------
John J. McMahon Jr.



/s/ G. Harold Northrop              Director
------------------------------
G. Harold Northrop



/s/ Larry L. Prince                 Director
------------------------------
Larry L. Prince



/s/ Eileen M. Rudden                Director
------------------------------
Eileen M. Rudden



                                       12
<PAGE>   13

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit      Description
-------      -----------
<S>          <C>
  5.1        Opinion of King & Spalding

 23.1        Consent of Deloitte & Touche LLP

 23.2        Consent of King & Spalding (included as part of Exhibit 5.1)

 24.1        Power of Attorney (included on signature page)

 99.1        John H. Harland Company Deferred Compensation Plan

 99.2        John H. Harland Company Deferred Compensation Plan Trust
</TABLE>


                                       13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>g65632ex5-1.txt
<DESCRIPTION>OPINION OF KING & SPALDING
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 5.1

                          [KING & SPALDING LETTERHEAD]

                               November 30, 2000


John H. Harland Company
2939 Miller Road
Decatur, Georgia  30035

         Re:      Obligations to Pay Deferred Compensation pursuant to the
                  John H. Harland Company Deferred Compensation Plan

Ladies and Gentlemen:

         We have acted as counsel for John H. Harland Company, a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of $10,000,000 of obligations of the Company
(the "Obligations") to pay deferred compensation pursuant to the terms of the
John H. Harland Company Deferred Compensation Plan, effective as of January 1,
2001 (the "Plan").

         In our capacity as such counsel, we have reviewed the Plan. We have
also reviewed such matters of law and examined original, certified, conformed or
photographic copies of such other documents, records, agreements and
certificates as we have deemed necessary as a basis for the opinions hereinafter
expressed. In such review we have assumed the genuineness of signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
copies submitted to us as certified, conformed or photographic copies of such
documents.

         This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the State of Georgia and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.

         Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:

         1.       The Obligations have been duly authorized; and

         2.       When issued in accordance with the provisions of the Plan, the
                  Obligations will be valid and binding obligations of the
                  Company, enforceable against the Company in accordance with
                  their terms, subject to bankruptcy, insolvency,
                  reorganization, moratorium and other similar laws relating to
                  or affecting the enforcement of creditors' rights generally,
                  and general equitable principles (regardless of whether
                  enforcement is considered in a proceeding in equity or law).

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 to be filed by the Company and to the
references to us in such registration statement.

                                             Very truly yours,



                                             KING & SPALDING



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>g65632ex23-1.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.1



                       Consent of Independent Accountants

We consent to the incorporation by reference in this Registration Statement
of John H. Harland Company on Form S-8 of our reports dated January 28, 2000,
appearing in the Annual Report on Form 10-K of John H. Harland Company for the
year ended December 31, 1999 and to the reference to us under the heading
"Experts" in this Registration Statement.


DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 27, 2000



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>g65632ex99-1.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.1

                             JOHN H. HARLAND COMPANY

                           DEFERRED COMPENSATION PLAN


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE

<S>                                                                         <C>                <C>
ARTICLE I ................................................................................     1
DEFINITIONS ..............................................................................     1
         Section 1.1.  Account ...........................................................     1
         Section 1.2.  Beneficiary .......................................................     1
         Section 1.3.  Code ..............................................................     1
         Section 1.4.  Committee .........................................................     1
         Section 1.5.  Compensation ......................................................     1
         Section 1.6.  Disability ........................................................     1
         Section 1.7.  Employer ..........................................................     1
         Section 1.8.  ERISA .............................................................     1
         Section 1.9.  Eligible Employee .................................................     1
         Section 1.10. Harland ...........................................................     2
         Section 1.11. 401(k) Plan .......................................................     2
         Section 1.12. Maximum Deferral Amount ...........................................     2
         Section 1.13. Matching Contribution .............................................     2
         Section 1.14. Plan ..............................................................     2
         Section 1.15. Plan Year .........................................................     2
         Section 1.16. Qualified Plan Limit ..............................................     2
ARTICLE II ...............................................................................     2
PARTICIPATION ............................................................................     2
         Section 2.1.  January 1, 2001 ...................................................     2
         Section 2.2.  Other .............................................................     2
ARTICLE III ..............................................................................     2
DEFERRAL ELECTIONS .......................................................................     2
         Section 3.1.  Start-Up Deferral Elections .......................................     2
                  (a)  January 1, 2001 Elections .........................................     2
                  (b)  Other Start-Up Elections ..........................................     3
         Section 3.2.  Annual Deferral Elections .........................................     3
         Section 3.3.  Elections .........................................................     3
ARTICLE IV ...............................................................................     3
MATCHING CONTRIBUTION ....................................................................     3
ARTICLE V ................................................................................     3
ACCOUNT ADJUSTMENTS ......................................................................     3
         Section 5.1.  General ...........................................................     3
         Section 5.2.  Deferrals .........................................................     3
         Section 5.3.  Matching Contribution .............................................     4
         Section 5.4.  Phantom Investments ...............................................     4
</TABLE>


                                      -i-
<PAGE>   3

<TABLE>
<S>                                                                                            <C>
         Section 5.5.  Phantom Investment Election .......................................     4
         Section 5.6.  Phantom Investment Adjustments ....................................     4
ARTICLE VI ...............................................................................     5
VESTING ..................................................................................     5
         Section 6.1.  Deferrals .........................................................     5
         Section 6.2.  Matching ..........................................................     5
ARTICLE VII ..............................................................................     5
DISTRIBUTIONS ............................................................................     5
         Section 7.1.  General ...........................................................     5
         Section 7.2.  Distribution Forms ................................................     5
         Section 7.3.  Elections .........................................................     5
         Section 7.4.  Beneficiary .......................................................     6
                  (a)  Designation .......................................................     6
                  (b)  Distribution Form .................................................     6
         Section 7.5.  Hardship Withdrawals ..............................................     6
ARTICLE VIII .............................................................................     7
NO FUNDING OBLIGATION ....................................................................     7
ARTICLE IX ...............................................................................     7
MISCELLANEOUS ............................................................................     7
         Section 9.1.  Making and Revoking Elections and Designations ....................     7
         Section 9.2.  Statements ........................................................     7
         Section 9.3.  Claims Procedure ..................................................     7
         Section 9.4.  No Liability ......................................................     7
         Section 9.5.  Nonalienation of Benefits .........................................     7
         Section 9.6.  Plan Administration ...............................................     8
         Section 9.7.  Construction ......................................................     8
         Section 9.8.  No Contract of Employment .........................................     8
         Section 9.9.  ERISA .............................................................     8
         Section 9.10. Amendment and Termination .........................................     8
</TABLE>


                                      -ii-
<PAGE>   4

                            JOHN H. HARLAND COMPANY

                           DEFERRED COMPENSATION PLAN

         The primary purpose of this Plan is to allow an Eligible Employee to
elect to defer the payment of a portion of his or her Compensation that is
otherwise payable to him or her, to provide a discretionary matching benefit
based on the amount deferred and to pay the amounts deferred and the vested
matching benefit, as adjusted for phantom investment performance results, upon
the occurrence of a distribution event.

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1.      Account -- means the bookkeeping account maintained
by or at the direction of the Committee to show as of any date the benefit of
each Eligible Employee.

         Section 1.2.      Beneficiary -- means the person or persons designated
as such in accordance with Section 7.4.

         Section 1.3.      Code -- means the Internal Revenue Code of 1986, as
amended.

         Section 1.4.      Committee -- means the Benefits Committee appointed
by the President and Chief Executive Officer of Harland.

         Section 1.5.      Compensation -- means "Compensation" as defined in
the 401(k) Plan for purposes of determining the amount of pre-tax contributions,
after-tax contributions and matching contributions without regard to any
limitations on compensation imposed under Section 401(a)(17) of the Code plus
any deferrals made under this Plan.

         Section 1.6.      Disability -- means "disability" as defined in the
401(k) Plan.

         Section 1.7.      Employer -- means an Employer for purposes of the
401(k) Plan.

         Section 1.8.      ERISA -- means the Employee Retirement Income
Security Act of 1974, as amended.

         Section 1.9.      Eligible Employee -- means, for any Plan Year (the
"current Plan Year"), an employee of an Employer who (a) had annual gross base
salary, incentive compensation and commissions for the preceding Plan Year, or
is projected by the Committee to have annual aggregate gross base salary,
incentive compensation and commissions for the current Plan Year, in excess of
the Qualified Plan Limit for the calendar year preceding the current Plan Year,
(b) is


                                      -1-
<PAGE>   5

eligible to participate in the 401(k) Plan for the current Plan Year and
(c) is designated by the Committee as eligible to participate in this Plan for
the current Plan Year.

         Section 1.10.     Harland -- means John H. Harland Company and any
successor to John H. Harland Company.

         Section 1.11.     401(k) Plan -- means the John H. Harland Company
Master ss. 401(k) Plan and Trust effective as of April 1, 1996, as amended and
as in effect from time to time.

         Section 1.12.     Maximum Deferral Amount -- means for each Plan Year,
the maximum percentage of an Eligible Employee's aggregate Compensation for such
Plan Year (or for a start-up election described in Section 3.1(b), of the
aggregate Compensation that is otherwise payable after the date the Eligible
Employee first becomes eligible to participate in the Plan) that can be deferred
under the Plan as determined by the Committee prior to the beginning of such
Plan Year.

         Section 1.13.     Matching Contribution -- means the amount credited to
an Eligible Employee's Account in according with Article IV.

         Section 1.14.     Plan -- means the John H. Harland Company Deferred
Compensation Plan.

         Section 1.15.     Plan Year -- means the calendar year.

         Section 1.16.     Qualified Plan Limit -- means for any Plan Year the
maximum dollar amount under Section 401(a)(17) of the Code applicable to such
Plan Year.

                                   ARTICLE II

                                  PARTICIPATION

         Section 2.1.      January 1, 2001. Each person who qualifies as an
Eligible Employee on January 1, 2001 shall be eligible to participate in this
Plan on January 1, 2001.

         Section 2.2.      Other. Each person who qualifies as an Eligible
Employee after January 1, 2001 shall be eligible to participate in this Plan
sixty (60) days after the date he or she first qualifies as an Eligible
Employee.

                                   ARTICLE III
                               DEFERRAL ELECTIONS


                                      -2-
<PAGE>   6

         Section 3.1.      Start-Up Deferral Elections.

                  (a)      January 1, 2001 Elections. An Eligible Employee who
will be eligible to participate in this Plan on January 1, 2001 shall have the
right prior to January 1, 2001 to elect to defer up to the Maximum Deferral
Amount. Any such election that is not revoked prior to January 1, 2001 shall be
irrevocable through December 31, 2001.

                  (b)      Other Start-Up Elections. When an Eligible Employee
first becomes eligible to participate in the Plan in accordance with Section
2.2, he or she shall have the right prior to the end of the sixty (60) day
period starting on the date he or she becomes an Eligible Employee to elect to
defer up to the Maximum Deferral Amount, and any such election shall be
irrevocable for the remainder of the calendar year in which it is made. An
Eligible Employee who has taken a hardship withdrawal pursuant to Section 8.5
shall have the right prior to the end of his or her suspension period following
such withdrawal to elect to defer up to the Maximum Deferral Amount, and any
such election shall be irrevocable for the remainder of the calendar year in
which it is made.

         Section 3.2.      Annual Deferral Elections. An Eligible Employee shall
have the right before the beginning of any Plan Year to elect during the
enrollment period established by the Committee to defer up to the Maximum
Deferral Amount. Any such election which is not revoked before January 1 of such
Plan Year shall become irrevocable on January 1 of such Plan Year and shall
remain irrevocable through December 31 of such Plan Year. The Committee may
establish rules that permit an election to remain in effect for subsequent Plan
Years; however, in the absence of any such rules, the election shall expire on
December 31 of the Plan Year in which it first became effective.

         Section 3.3.      Elections. Any deferral election shall be made in one
percent (1%) increments of Compensation in the form and manner provided by the
Committee for this purpose and in accordance with such other rules and
procedures as may be established from time to time by the Committee.

                                   ARTICLE IV

                              MATCHING CONTRIBUTION

         Harland shall credit each Eligible Employee's account with a Matching
Contribution amount equal to 50% of that portion of his or her deferrals for
such Plan Year on Compensation in excess of the Qualified Plan Limit applicable
to such Plan Year that do not exceed 6% of his or her Compensation in excess of
the Qualified Plan Limit.

                                    ARTICLE V


                                      -3-
<PAGE>   7

                               ACCOUNT ADJUSTMENTS

         Section 5.1.      General. An Eligible Employee's benefit under this
Plan shall be based entirely on the dollar value credited to his or her Account
at any time, which will depend on the amount deferred under Article III, the
Matching Contribution credited under Article IV, and the phantom investment
adjustments made in accordance with this Article V.

         Section 5.2.      Deferrals. The Compensation deferred by an Eligible
Employee shall be credited to his or to her Account as soon as practicable after
the date that such Compensation otherwise would have been payable to the
Eligible Employee if no election had been made under Article III.

         Section 5.3.      Matching Contribution. The Matching Contribution
shall be credited to an Eligible Employee's Account at such time as may be
determined by the Committee in its absolute discretion

         Section 5.4.      Phantom Investments. The Committee from time to time
shall select one or more investment funds that will serve as hypothetical
investment options for the deferrals and Matching Contribution credited to an
Account ("phantom investment funds"). The Committee may establish limits on the
portion of an Account that may be hypothetically invested in any phantom
investment fund or in any combination of phantom investment funds.

         Section 5.5.      Phantom Investment Election. Each Eligible Employee
shall elect pursuant to procedures established by the Committee to treat the
deferrals credited to his or her Account as if they were invested in one or more
phantom investment funds (a "phantom investment election"). An Eligible Employee
may change his or her phantom investment election in accordance with the
Committee's procedures. Any phantom investment election shall be effective only
if made in accordance with the Committee's procedures.

         Section 5.6.      Phantom Investment Adjustments. The Committee shall
cause the Eligible Employee's Account to be adjusted for any earnings and losses
as if it were invested in accordance with the Eligible Employee's phantom
investment election. Such adjustments shall be made until his or her Account is
distributed in full under Article VI.


                                      -4-
<PAGE>   8

                                   ARTICLE VI

                                     VESTING

         Section 6.1.      Deferrals. Amounts credited to an Eligible Employee's
Account that are attributable to deferrals and phantom investment performance
credited to such deferrals shall be fully vested at all times.

         Section 6.2.      Matching. Amounts credited to an Eligible Employee's
Account that are attributable to Matching Contributions and phantom investment
performance credited to such contributions shall be vested when and to the
extent such contributions would be vested under the 401(k) Plan.

                                   ARTICLE VII

                                  DISTRIBUTIONS

         Section 7.1.      General. The vested balance credited to an Eligible
Employee's Account shall (subject to Section 7.5) first become distributable
upon his or her death, Disability or termination of employment with Harland and
all of its affiliates, whichever comes first ("distribution event"). The
distribution shall be made (or shall begin) to the Eligible Employee or in the
event of the Eligible Employee's death, to the Eligible Employee's Beneficiary
in the form elected by the Eligible Employee as soon as practicable after a
distribution event. All distributions under this Plan shall be made in cash.

         Section 7.2.      Distribution Forms. Distribution shall be made in the
following form as elected by the Eligible Employee:

                  (a)      a lump sum,
                  (b)      60 monthly installments or
                  (c)      120 monthly installments.

Notwithstanding the foregoing, monthly installments are only available if the
value of the Eligible Employee's Account when distributions commence is at least
$20,000. The amount of any monthly installment distributable under this Plan
shall be computed by multiplying the Eligible Employee's Account by a fraction,
the numerator of which shall be one and the denominator of which shall be the
number of installments remaining after such installment has been paid plus one.

         Section 7.3.      Elections. An Eligible Employee shall elect at the
same time he or she makes an election under Article III that his or her Account
be distributed in one of the distribution forms described in Section 7.2
("initial distribution form election"). An Eligible Employee may revise his or
her Initial Distribution Form Election at any time; provided,


                                      -5-
<PAGE>   9

however, that any such revision shall be effective only if it is made at least
one full year before the Eligible Employee's Account first becomes
distributable. If an Eligible Employee fails to make an Initial Distribution
Election, the distribution shall be made in 120 monthly installments or, if the
value of the Eligible Employee's Account when distributions commence is less
than $20,000, the distribution shall be made in a lump sum. If a revised
election is ineffective for any reason, for example, because it was made less
than one year before the distribution event, the Eligible Employee's most recent
distribution form election that has been in effect for at least one year shall
govern the distribution.

         Section 7.4.      Beneficiary.

                  (a)      Designation. An Eligible Employee shall designate (on
a form provided for this purpose) a person, or more than one person, as his or
her Beneficiary to receive the balance credited to his or her Account in the
event of his or her death. An Eligible Employee may change his or her
Beneficiary designation at any time. If no Beneficiary designation is in effect
on the date an Eligible Employee dies or if no designated Beneficiary survives
the Eligible Employee, the Eligible Employee's estate automatically shall be
treated as his or her Beneficiary under this Plan.

                  (b)      Distribution Form. The Eligible Employee's Account
shall be distributed in accordance with the distribution election in effect for
the Eligible Employee on the date of his or her death.

         Section 7.5.      Hardship Withdrawals. An Eligible Employee shall have
the right to request that the Committee distribute all, or a part of, his or her
Account to him or to her in a lump sum in the event that he or she experiences
severe financial hardship resulting from a sudden and unexpected illness or
accident of the Eligible Employee or of a dependent (as defined in Section
152(a) of the Code) of the Eligible Employee, loss of the Eligible Employee's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Eligible
Employee (an "unforeseeable emergency"). The Committee shall have the sole
discretion to determine whether to grant an Eligible Employee's withdrawal
request under this Section 7.5, the amount to distribute to the Eligible
Employee, and the date as of which any such distribution shall be made to the
Eligible Employee; provided, however, that no distribution shall be made to
Eligible Employee under this Section 7.5 to the extent that such hardship is or
may be relieved (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the Eligible Employee's assets, to the extent
the liquidation of the Eligible Employee's assets would not itself cause severe
financial hardship, or (c) by cessation of deferral elections under this Plan.
The amount of any distributions from an Eligible Employee's Account pursuant to
this Section 7.5 shall be limited to the amount necessary to meet the
unforeseeable emergency. An Eligible Employee who takes a hardship withdrawal
will thereafter be ineligible to make deferrals under the Plan until the first
day of the twelfth calendar month following the calendar month in which the
withdrawal is made.


                                      -6-
<PAGE>   10

                                  ARTICLE VIII

                              NO FUNDING OBLIGATION

         The obligation of Harland to make any distributions under this Plan
shall be unfunded and unsecured; all distributions to, or on behalf of, an
Eligible Employee under this Plan shall be made from the general assets of
Harland, and any claim by an Eligible Employee or Beneficiary against Harland
for any distribution under this Plan shall be treated the same as a claim of any
general and unsecured creditor of Harland or of the Employer by whom the
Eligible Employee was employed. Notwithstanding the foregoing, Harland may, in
its discretion, establish an irrevocable grantor trust for the purpose of
funding all or part of its obligations under this Plan; provided, however, that
the terms of such trust require that the assets thereof remain subject to the
claims of Harland's and each other Employer's judgment creditors and are
non-assignable and non-alienable by any Eligible Employee or Beneficiary prior
to distribution thereof.

                                   ARTICLE IX

                                  MISCELLANEOUS

         Section 9.1.      Making and Revoking Elections and Designations. Any
election or designation or revised election or designation under this Plan shall
be effective only when the properly completed election or designation form is
received by the Committee or its delegate before the Eligible Employee's death,
subject to the rules set forth in this Plan.

         Section 9.2.      Statements. Harland or its agent shall provide
periodic statements to the Eligible Employee to show his or her Account balance.

         Section 9.3.      Claims Procedure. Any claim for a benefit under this
Plan shall be filed and resolved in accordance with the claims procedure
provided under the 401(k) Plan which is hereby incorporated in this Plan by
reference, except that (a) the Committee of this Plan shall be the entity with
whom a claim for review should be filed under this Plan, and (b) the Committee
has absolute discretion to resolve any claims under this Plan.

         Section 9.4.      No Liability. No Eligible Employee and no Beneficiary
of an Eligible Employee shall have the right to look to, or have any claim
whatsoever against, any officer, director, employee or agent of Harland or any
other Employer in his or her individual capacity for the distribution of any
Account.

         Section 9.5.      Nonalienation of Benefits. No benefit or payment
under this Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, levy or charge, and any attempt
so to anticipate, alienate, sell, transfer, assign, pledge, encumber, levy upon
or charge the same shall be void. Notwithstanding this statement, if the
Eligible Employee is indebted to Harland at any time when payments are required
to be made under the provisions of this Plan, Harland shall have the right to
reduce the amount of


                                      -7-
<PAGE>   11

payments remaining to be made to the Eligible Employee or his or her Beneficiary
under the Plan to the extent of such indebtedness. An election by Harland not to
reduce such payment shall not constitute a waiver of its claim for such
indebtedness.

         Section 9.6.      Plan Administration. The Committee shall be the
administrator of this Plan, and the Committee has the exclusive responsibility
and complete discretionary authority to control the operation, management and
administration of this Plan, with all powers necessary to enable it properly to
carry out those responsibilities, including (but not limited to) the power to
construe this Plan, to determine eligibility for benefits, to settle disputed
claims and to resolve all administrative, interpretive, operational, equitable
and other questions that arise under this Plan. The decisions of the Committee
on all matters within the scope of its authority shall be final and binding. To
the extent a discretionary power or responsibility under this Plan is expressly
assigned to a person by the Committee, that person will have complete
discretionary authority to carry out that power or responsibility and that
person's decisions on all matters within the scope of that person's authority
will be final and binding.

         Section 9.7.      Construction. This Plan shall be construed in
accordance with the laws of the State of Georgia. Headings and subheadings have
been added only for convenience of reference and shall have no substantive
effect whatsoever. All references to the singular shall include the plural and
all references to the plural shall include the singular.

         Section 9.8.      No Contract of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the Employer and the
Eligible Employee, as a right of any Eligible Employee to be continued in the
employment of the Employer, or as a limitation of the right of the Employer to
discharge the Eligible Employee with or without cause.

         Section 9.9.      ERISA. Harland intends that this Plan come within the
various exceptions and exemptions to ERISA for a plan maintained for a "select
group of management or highly compensated employees" as described in Sections
201(2), 301(a)(3), and 401(a)(1) of ERISA. Any ambiguities in this Plan shall be
construed to effect the intent as described in this Section 9.9.

         Section 9.10.     Amendment and Termination. The Governance Committee
of the Board of Directors of Harland shall have the right to amend this Plan
from time to time and to terminate this Plan at any time; provided, however, the
balance credited to each Account immediately after any such amendment or
termination shall be no less than the balance credited to such Account
immediately before such amendment or termination (as adjusted for phantom
investment performance) and no amendment or termination shall adversely affect
an Eligible Employee's right to the distribution of his or her Account or his or
her Beneficiary's right to the distribution of such Account.

         IN WITNESS WHEREOF, John H. Harland Company, based upon action by the
Governance Committee of the Board of Directors, has caused this Plan Document to
be executed this 30th day of November, 2000.


                                      -8-
<PAGE>   12

ATTEST:                                    JOHN H. HARLAND COMPANY



-----------------------------------        -------------------------------------

By:                                        By:


                                      -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>g65632ex99-2.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN TRUST
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.2


                             JOHN H. HARLAND COMPANY
                        DEFERRED COMPENSATION PLAN TRUST

(a)      This Agreement made this 30TH day of November, 2000, by and between
JOHN H. HARLAND COMPANY (the "Company") and AMERICAN EXPRESS TRUST COMPANY (the
"Trustee");

(b)      WHEREAS, the Company has adopted the John H. Harland Company Deferred
Compensation Plan (the "Plan") for its employees and the employees of certain of
its subsidiaries (each a "Participating Subsidiary") who are eligible for
benefits under the Plan;

(c)      WHEREAS, the Company has incurred or expects to incur liability under
the terms of such Plan with respect to the individuals participating in such
Plan;

(d)      WHEREAS, the Company wishes to establish a trust (hereinafter called
the "Trust" ) and to contribute to the Trust assets that shall be held therein,
subject to the claims of the Company's and each Participating Subsidiary's
creditors in the event of the Company's or a Participating Subsidiary's
Insolvency, as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such times as specified in the Plans;

(e)      WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plans
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
and

(f)      WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plan.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

SECTION 1.  ESTABLISHMENT OF TRUST.

(a)      The Company hereby deposits with the Trustee in trust ten dollars
($10.00), which shall become the principal of the Trust to be held, administered
and disposed of by the Trustee as provided in this Trust Agreement.

(b)      The Trust hereby established shall be revocable by the Board of
Directors of the Company (the "Board"); it shall become irrevocable upon a
Change in Control, as defined herein.


                                       1
<PAGE>   2

(c)      The Trust is intended to be a grantor trust, of which the Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, (the "Code") and
shall be construed accordingly.

(d)      The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Plan participants and general creditors as herein
set forth. Plan participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of the Trust. Any
rights created under the Plans and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries against the
Company. Any assets held by the Trust will be subject to the claims of the
Company's general creditors and the general creditors of each Participating
Subsidiary under federal and state law in the event of Insolvency, as defined in
Section 3(a) herein.

(e)      The Company, in its sole discretion, may at any time, or from time to
time, make additional deposits of cash or other property in trust with the
Trustee to augment the principal to be held, administered and disposed of by the
Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan
participant or beneficiary shall have any right to compel such additional
deposits.

(f)      Upon a Change in Control, the Company shall, as soon as possible, but
in no event longer than 30 days following the Change in Control, as defined
herein, make an irrevocable contribution to the Trust in an amount that is
sufficient to pay each Plan participant or beneficiary the benefits to which
Plan participants or their beneficiaries would be entitled pursuant to the terms
of the Plans as of the date on which the Change in Control occurred.

SECTION 2.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.

(a)      The Company shall deliver to the Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of each Plan
participant (and his or her beneficiaries), that provides a formula or other
instructions acceptable to the Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available under
the Plans), and the time of commencement for payment of such amounts. Except as
otherwise provided herein, prior to a Change in Control the Trustee shall make
payments to the Plans' participants and their beneficiaries in accordance with
such Payment Schedule by making such payments payable to the Company, f/b/o the
specific participant or beneficiary; upon such payment from the Trust, the
Company shall deposit such payment into the Company's payroll account and
thereby make payment directly to the specific participant or beneficiary. Prior
to a Change in Control, the Company shall make provision for the reporting and
withholding of any federal, state or local taxes that may be required to be
withheld with respect to such payment of benefits pursuant to the terms of the
Plans and shall pay amounts withheld to the appropriate taxing authorities.
Except as otherwise provided herein, after a Change in Control the Trustee shall
make payments directly to the Plans' participants and their beneficiaries in
accordance with such Payment Schedule; the Trustee shall make provision for the
reporting and withholding of any federal, state or local taxes that may be
required to be withheld with respect to such payment of benefits pursuant to the
terms of the Plans and shall pay amounts withheld to the appropriate


                                       2
<PAGE>   3

taxing authorities or determine that such amounts have been reported, withheld
and paid by the Company.

(b)      The entitlement of a Plan participant or his or her beneficiaries to
benefits under the Plans shall be determined by the Company or such party as it
shall designate under the Plans, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plans.

(c)      The Company may make payment of benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the Plans. The
Company shall notify the Trustee of its decision to make payment of benefits
directly prior to the time amounts are payable to participants or their
beneficiaries. In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in accordance with the
terms of the Plans, the Company shall make the balance of each such payment as
it falls due. The Trustee shall notify the Company where principal and earnings
are not sufficient.

SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
COMPANY IS INSOLVENT.

(a)      The Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is Insolvent. The Company or a Participating
Subsidiary shall be considered "Insolvent" for purposes of this Trust Agreement
if (i) the Company or a Participating Subsidiary is unable to pay its debts as
they become due, or (ii) the Company or a Participating Subsidiary is subject to
a pending proceeding as a debtor under the United States Bankruptcy Code.

(b)      At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of the Company and each Participating Subsidiary
under federal and state law as set forth below.

(1)      The Board and the Chief Executive Officer of the Company shall have the
duty to inform the Trustee in writing of the Insolvency of the Company or a
Participating Subsidiary. If a person claiming to be a creditor of the Company
or a Participating Subsidiary alleges in writing to the Trustee that the Company
or a Participating Subsidiary has become Insolvent, the Trustee shall determine
whether the Company or Participating Subsidiary is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits to Plan
participants or their beneficiaries.

(2)      Unless the Trustee has actual knowledge of the Company's or a
Participating Subsidiary's Insolvency, or has received notice from the Company
or a person claiming to be a creditor alleging that the Company or a
Participating Subsidiary is Insolvent, the Trustee shall have no duty to inquire
whether the Company or a Participating Subsidiary is Insolvent. The Trustee may
in all events rely on such evidence concerning the Company's or a Participating
Subsidiary's solvency as may be furnished to the Trustee and that provides the
Trustee with a reasonable basis for making a determination concerning the
Company's or a Participating Subsidiary's solvency.


                                       3
<PAGE>   4

(3)      If at any time the Trustee has determined that the Company or a
Participating Subsidiary is Insolvent, the Trustee shall discontinue payments to
Plan participants or their beneficiaries and shall hold the assets of the Trust
for the benefit of the Company's or a Participating Subsidiary's general
creditors. Nothing in this Trust Agreement shall in any way diminish any rights
of Plan participants or their beneficiaries to pursue their rights as general
creditors of the Company or a Participating Subsidiary with respect to benefits
due under the Plans or otherwise.

(4)      The Trustee shall resume the payment of benefits to Plan participants
or their beneficiaries in accordance with Section 2 of this Trust Agreement only
after the Trustee has determined that the Company or a Participating Subsidiary
is not Insolvent (or is no longer Insolvent).

(c)      Provided that there are sufficient assets, if the Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by the Company in lieu of the payments
provided for hereunder during any such period of discontinuance.

SECTION 4.  PAYMENTS TO COMPANY.

(a)      Except as provided in Section 3 hereof, after the Trust has become
irrevocable, the Company shall have no right or power to direct the Trustee to
return to the Company or to divert to others any of the Trust assets before all
payments of benefits have been made to Plan participants and their beneficiaries
pursuant to the terms of the Plans.

(b)      If, prior to a Change in Control, within 60 days following the end of
the fiscal year of the Trust, the Company provides a written certification of
the Company's actuary to the Trustee that the fair market value of the assets of
the Trust exceeds 100% of the aggregate Current Liability, the Trustee shall, at
the Company's request, distribute to the Company all or part of such excess. For
purposes of this Section 4(b), "Current Liability" shall mean the amount
required to pay each Plan participant or beneficiary the benefits to which Plan
participants or their beneficiaries would be entitled pursuant to the terms of
the Plans if the Plans were then terminated and all benefits paid in a single
lump sum using the actuarial assumptions then in effect under the Plans.

SECTION 5.  INVESTMENT AUTHORITY.

         (a)      Subject to Section 5(c), the Trustee shall have the
responsibility, authority and discretion to manage and control the assets of the
Trust. The Trustee shall act under this Trust Agreement through one or more of
its duly authorized trust officers.

         (b)      Subject to Section 5(c), in carrying out its investment
responsibility described in this Section 5, the Trustee shall have the power to
do all things and execute such instruments as it may deem necessary or proper,
including the following powers:


                                       4
<PAGE>   5

(1)      To sell, exchange, or otherwise dispose of any property at any time
held or acquired by the Trust, at public or private sale, for cash or on terms,
without advertisement, including the right to lease for any term;

(2)      To vote in person or by proxy any corporate stock or other security and
to agree to or take, or refrain from taking, any other action necessary or
appropriate for a shareholder or owner in regard to any reorganization, merger,
consolidation, liquidation, bankruptcy or other procedure or proceeding
affecting any stock, bond, note or other property;

(3)      To compromise, settle, adjust or otherwise act in any reasonable manner
whatsoever on any claim or demand by or against the Trust and to agree to any
rescission or modification of any contract or agreement affecting the Trust;

(4)      To borrow money, and to secure the same by mortgaging, pledging, or
conveying the property of the Trust;

(5)      To deposit any stock, bond or other security in any depository or other
similar institution and to register any stock, bond or other security in the
name of any nominee, without the addition of words indicating that such security
is held in a fiduciary capacity, but accurate records shall be maintained
showing that such security is a Trust asset and the Trustee shall be responsible
for the acts of such depository or nominee;

(6)      To hold cash (including, without limitation, in non-interest bearing
accounts) in such amounts and for such time as may be in its opinion reasonable
for the proper management of the Trust;

(7)      To invest any and all monies in such stocks, bonds, securities,
investment company or trust shares, mortgages, notes, choses in action, real
estate, improvements thereon, and other property as the Trustee may deem
appropriate;

(8)      To grant, sell, purchase, or exercise any option of any kind or
description whatsoever to purchase or sell any security or other property which
is a permissible investment under this Section 5(b), provided the Trustee in no
event shall grant or sell any option under which any person can require the
Trust to sell any security or other property which the Trust at the time of such
grant or sale does not hold in an amount sufficient to cover such option and any
other outstanding option granted or sold by the Trustee, and the Trustee in no
event shall dispose of any security or other property covering any option until
such option is exercised or otherwise expires;

(9)      To enter into such investment or annuity contracts with insurance
companies and to purchase such individual insurance contracts as may be directed
by the Company; and


                                       5
<PAGE>   6

(10)     To make such other investments as the Trustee in its discretion shall
deem best without regard to any law now or hereafter in force (other than ERISA)
limiting the investments of trustees or other fiduciaries; and

(11)     To The Trustee may from time to time request and may rely conclusively
on the advice of counsel to the Company on any legal matter regarding the Plan,
including the interpretation of the Plan.

(c)      Prior to a change in control the Company shall direct the investment of
the assets of the Trust in accordance with this Section 5(c). Following a Change
in Control, the trustee shall direct the investment of the assets and shall not
be subject to this Section 5(c).

(1)      The company shall direct the Trustee to invest all or any specified
portion of the Trust assets in specific funds or specific assets. THE Trustee
shall have no discretion with respect to the investment of the assets of the
Trust or such portion of the Trust assets and shall be responsible only for
investing the assets of the Trust or any such portion of the Trust assets in
accordance with the directions so communicated by the Company to the Trustee.
The Trustee shall have no responsibility whatsoever for monitoring any
investments directed by the Company, nor shall the Trustee be required to take
any action with respect to such investments unless the Trustee receives timely
notice that such action is required from the Company, from an issuer, or through
any of the national sources to which the Trustee subscribes.

(2)      The Company may direct the Trustee to create one or more than one
separate investment account and appoint one or more than one investment manager
for such investment accounts. Upon the effective date of such appointment, such
investment manager shall have the sole power, without prior consultation with
the Trustee, to manage and direct the acquisition and disposition of the Trust
assets or the investment account. The Trustee shall not be responsible for any
investment decision made by an investment manager. The Company, at its
discretion, may cause assets to be added to or deleted from such investment
manager's investment account. The investment manager shall keep such records and
make such reports to the Trustee as may be specified in the agreement appointing
such investment manager. The Company at its discretion also may terminate the
appointment of any investment manager. The Company shall notify the Trustee of
such termination and, in the absence of specific directions from the Company or
the appointment of a successor investment manager for the investment account,
the COMPANY shall, following receipt of such notice, be responsible for the
management and control of the assets formerly managed by the investment manager.


                                       6
<PAGE>   7

If the Company determines to retain such assets in the Trust, the Company shall
manage such assets in accordance with Section 5(c)(2) or shall appoint another
investment manager to manage such assets.

(e)      The Trustee may invest in securities (including stock or rights to
acquire stock) or obligations issued by the Company. All rights associated with
assets of the Trust shall be exercised by the Trustee or the person designated
by the Trustee, and shall in no event be exercisable by or rest with Plan
participants, except that prior to a Change in Control voting rights with
respect to Trust assets shall be exercised by the Company.

(f)      The Company shall have the right, at any time, and from time to time in
its sole discretion, to substitute assets of equal fair market value for any
asset held by the Trust. This right is exercisable by the Company in a
nonfiduciary capacity without the approval or consent of any person in a
fiduciary capacity.

SECTION 6.  DISPOSITION OF INCOME.

During the term of this Trust, all income received by the Trust, net of expenses
and taxes, shall be accumulated and reinvested.

SECTION 7.  ACCOUNTING BY TRUSTEE.

The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee. Within 45 days following the close of each calendar
year and within 45 days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company a written account of its administration of
the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all
investments, receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest paid
or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of such year or as of the date of
such removal or resignation, as the case may be.

SECTION 8.  RESPONSIBILITY OF TRUSTEE.

(a)      The Trustee shall discharge its duties hereunder, including without
limitation its duty to invest and reinvest the Trust, for the exclusive benefit
of the Plan participants and their beneficiaries. The Trustee shall act with the
care, skill, prudence and diligence under the circumstances then prevailing that
a prudent person acting in like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like aims,
provided, however, that the Trustee shall incur no liability to any person for
any action taken pursuant to a direction, request or approval given by the
Company which is contemplated by, and


                                       7
<PAGE>   8

in conformity with, the terms of the Plans or this Trust and is given in writing
by the Company. In the event of a dispute between the Company and a party, the
Trustee may apply to a court of competent jurisdiction to resolve this dispute.

(b)      The Company indemnifies and holds the Trustee harmless from and against
all taxes, expenses (including reasonable attorneys fees), liabilities, claims,
damages, suits or other charges incurred or assessed against the Trustee
resulting directly or indirectly from any act or omission of a predecessor
trustee. The Company will indemnify and hold harmless the Trustee from all loss
or liability (including reasonable expenses and attorneys' fees) to which the
Trustee may be subject by reason of any acts taken in good faith in accordance
with directions or instructions from the Company or an investment manager or
acts omitted in good faith due to absence of directions from the Company or an
investment manager unless such loss or liability is due to the Trustee's
negligence or willful misconduct. The Trustee will indemnify and hold harmless
the Company, its directors, officers, employees, agents and their successors
("Company parties") from all loss or liability (including expenses and
reasonable attorneys' fees) to which any of the Company parties may be subject
by reason of any acts of the Trustee, its employees or its agents other than
acts taken in good faith in accordance with directions or instructions from the
Company or an investment manager or acts omitted in good faith due to the
absence of directions from the Company or an investment manager except to the
extent such loss or liability is due to the negligence or willful misconduct of
the Company parties. The parties are entitled to collect on the indemnities
provided in this Section 8(b) only from the other party and are not entitled to
any direct or indirect payment from the assets of the Trust Fund. This Section
8(b) shall survive the termination of the Trust.

(c)      Prior to a Change in Control, the Trustee may consult with legal
counsel (who may also be counsel for the Company generally) with respect to any
of its duties or obligations hereunder. Following a Change in Control, the
Trustee shall select independent legal counsel and may consult with counsel or
other persons with respect to its duties and with respect to the rights of Plan
participants or their beneficiaries under the Plan.

(d)      The Trustee may employ suitable agents, including but not limited to
auditors, actuaries, accountants, and legal and other counsel, the expenses of
which shall be paid. From the trust provided the Company provides advance
approval of the payment of the expenses. The Company shall not unreasonably
withhold such approval.

(e)      The Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
the Trustee shall have no power to name a beneficiary of the policy other than
the Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy.


                                       8
<PAGE>   9

(f)      However, notwithstanding the provisions of Section 8(e) above, the
Trustee may loan to the Company the proceeds of any borrowing against an
insurance policy held as an asset of the Trust.

(g)      Notwithstanding any powers granted to the Trustee pursuant to this
Trust Agreement or to applicable law, the Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Code.

(h)      Prior to a Change in Control: The Trustee shall deliver or cause to be
executed and delivered, to the Company, all notices, prospectuses, finance
statements proxies and proxy soliciting materials relating to investments held
hereunder. The Trustee shall not vote any proxy or tender offer election,
participate in any voting trust, exercise any options or subscription right to
join in, dissent from or oppose any merger, reorganization, consolidation,
liquidation or sale with respect to any asset held hereunder except in
accordance with the timely written instructions of the Company. If no such
written instructions are timely received, such proxies, elections and voting
trust shall not be voted: such options or subscription rights shall not be
exercised: and such mergers, reorganizations, consolidation, liquidations or
sales shall not be joined, dissented from or opposed.

(i)      Following a Change in Control, the Trustee shall exercise all rights
with respect to voting, tender offers, participation in any voting trust,
options, subscription rights or any merger, reorganization, consolidation,
liquidation or sale of any Trust asset.

(j)      The Trustee may, in the exercise of its discretion, invest and reinvest
the assets of any trust created under this Agreement in assets or distributed by
American Express Financial Corporation or any of its successors, subsidiaries or
affiliates, even though American Express Financial Corporation and its
successors or affiliates are affiliated with the Trustee. Assets that the
Trustee may acquire pursuant to the authority granted by this paragraph include,
but are not limited to load and no-load mutual funds.

(k)      The Trustee shall have full discretionary authority to make sales,
purchases and exchanges of assets of any trust created under this Agreement to,
from, through any securities broker/dealer owned by or affiliated with American
express financial Corporation, including but not limited to American Express
Securities Services, or any of its successors, subsidiaries or affiliates, or
any unaffiliated persons, partnerships or corporations it may select, and settle
transactions in the usual course of business.

(l)      The Trustee's responsibilities do not include filing of a registration
statement under any federal or state securities laws or any other documents or
any determination of the need to register the plan or any portion of the plan as
a security, or the performance of any service related to the plan's compliance
with any requirement under the Securities Act of 1933, the Securities Exchange
Act of 1934, the Blue Sky laws of any state or other jurisdiction, or any
related regulations, administrative rules or requirements.


                                       9
<PAGE>   10

SECTION 9.  COMPENSATION AND EXPENSES OF TRUSTEE.

The Trustee's compensation shall be as agreed in writing from time to time by
the Company and the Trustee. Company shall pay all administrative and the
Trustee's fees and expenses. If not so paid, the fees and expenses shall be paid
from the Trust. The Trustee will, as part of its compensation for services,
receive the interest earned on any uninvested cash awaiting investment into or
distribution from The Trust.

SECTION 10.  RESIGNATION AND REMOVAL OF TRUSTEE.

(a)      The Trustee may resign at any time by written notice to the Company,
which shall be effective 60 days after receipt of such notice unless the Company
and the Trustee agree otherwise.

(b)      The Trustee may be removed by the Company on 60 days notice or upon
shorter notice accepted by the Trustee.

(c)      Upon a Change in Control, as defined herein, the Trustee may not be
removed by the Company for 2 years.

(d)      If the Trustee resigns within 2 years after a Change in Control, as
defined herein, the Company shall appoint a successor Trustee, or if the Company
fails to act within a reasonable period of time following resignation, the
Trustee shall apply to a court of competent jurisdiction for the appointment of
a successor Trustee or for instructions.

(e)      Upon resignation or removal of the Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee subject to The Trustee's rights to deduct fees and expenses pursuant to
Section 9. The transfer shall be completed within 90 days after receipt of
notice of resignation, removal or transfer, unless the Company extends the time
limit.

(f)      If the Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraphs (a) or (b) of this section. If no such appointment has
been made, the Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of the Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.

SECTION 11.  APPOINTMENT OF SUCCESSOR

(a)      If the Trustee resigns or is removed in accordance with Section 10(a)
or (b) hereof, the Company may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers under
state law, as a successor to replace the Trustee upon resignation or removal.
The appointment shall be effective when accepted in writing by the new Trustee,
who shall have all of the rights and powers of the former Trustee, including
ownership


                                       10
<PAGE>   11

rights in the Trust assets. The former Trustee shall execute any instrument
necessary or reasonably requested by the Company or the successor Trustee to
evidence the transfer.

(b)      The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and
the Company shall indemnify and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event, or any condition existing at the time it becomes successor
Trustee.

SECTION 12.  AMENDMENT OR TERMINATION

(a)      This Trust Agreement may be amended by a written instrument executed by
the Trustee and the Company. Notwithstanding the foregoing, no such amendment
shall conflict with the terms of the Plans or shall make the Trust revocable
after it has become irrevocable in accordance with Section 1(b) hereof.

(b)      The Trust shall not terminate until the date on which Plan participants
and their beneficiaries are no longer entitled to benefits pursuant to the terms
of the Plan, unless sooner revoked in accordance with Section 1(b) hereof. Upon
termination of the Trust any assets remaining in the Trust shall be returned to
the Company.

(c)      Upon written approval of participants or their beneficiaries entitled
to payment of benefits pursuant to the terms of the Plans, the Company may
terminate this Trust prior to the time all benefit payments under the Plans have
been made. All assets in the Trust at termination shall be returned to the
Company.

(d)      This Trust Agreement may not be amended by the Company for 2 years
following a Change in Control, as defined herein.

SECTION 13.  MISCELLANEOUS

(a)      Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

(b)      Benefits payable to Plan participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal equitable process.

(c)      This Trust Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota.

(d)      For purposes of this Trust, "Change in Control" shall mean (a) the sale
by the Company of all or substantially all of its assets, the consolidation of
the Company with another person, or the merger of the Company with any person as
a result of which merger the Company is not the surviving entity, or (b)
beneficial ownership of more than 50% ownership of the common stock


                                       11
<PAGE>   12

of the Company is held by any person or entity. "Beneficial Ownership" shall
have the meaning provided in Rule 13d-3 under the Securities Exchange Act of
1034.

SECTION 14.  EFFECTIVE DATE

The effective date of this Trust Agreement shall be November 30, 2000.

JOHN H. HARLAND COMPANY                         AMERICAN EXPRESS TRUST COMPANY


By:                                             By:
    --------------------------                      ---------------------------
Title:                                          Title:
       -----------------------                         ------------------------
ATTEST:                                         ATTEST:

By:                                             By:
    --------------------------                      ---------------------------
Title:                                          Title:
       -----------------------                         ------------------------


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</TEXT>
</DOCUMENT>
</SUBMISSION>
