<SUBMISSION>
<ACCESSION-NUMBER>0000045599-02-000003
<TYPE>10-K
<PUBLIC-DOCUMENT-COUNT>9
<PERIOD>20011231
<FILING-DATE>20020326
<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>
<FILING-VALUES>
<FORM-TYPE>10-K
<ACT>34
<FILE-NUMBER>001-06352
<FILM-NUMBER>02585843
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30035
<PHONE>7709819460
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30039
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>r10k-1201.txt
<DESCRIPTION>2001 ANNUAL REPORT
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    Form 10-K
(Mark One)
|x| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

         For the fiscal year ended December 31, 2001 or

| | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

         For the transition period from ________________ to _______________

                          Commission file number 1-6352

                             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 of principal executive offices)                  (Zip Code)

                                 (770) 981-9460
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class            Name of each exchange on which registered
   -------------------------       -----------------------------------------
    Common Stock $1 par value      New York Stock Exchange
    Share Purchase Rights          New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.| |

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of the close of business on March 20, 2002 was $785,423,055.

The number of shares of the Registrant's Common Stock outstanding on March 20,
2002, was 29,188,438.

A portion of the Registrant's Proxy Statement dated March 20, 2002, is
incorporated by reference in Part III hereof.

                                       -1-
<PAGE>

                    John H. Harland Company and Subsidiaries
                       Index to Annual Report on Form 10-K

                                                                     Page

                             Part I

Item 1:         Business                                               3

Item 2:         Properties                                             6

Item 3:         Legal Proceedings                                      7

Item 4:         Submission of Matters to a Vote of Security Holders    7

                Executive Officers of the Registrant                   7


                             Part II

Item 5:         Market for the Registrant's Common Equity and
                Related Stockholder Matters                            7

Item 6:         Selected Financial Data                                8

Item 7:         Management's Discussion and Analysis of Financial
                Condition and Results of Operations                    8

Item 7A:        Quantitative And Qualitative Disclosures About
                Market Risk                                            8

Item 8:         Financial Statements and Supplementary Data            8

Item 9:         Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosure                 8


                            PART III

Item 10:        Directors and Executive Officers of the Registrant     8

Item 11:        Executive Compensation                                 8

Item 12:        Security Ownership of Certain Beneficial Owners
                and Management                                         8

Item 13:        Certain Relationships and Related Transactions         8


                             PART IV

Item 14:        Exhibits, Financial Statement Schedule and
                Reports on Form 8-K                                    9

                                       -2-

<PAGE>

PART I
ITEM 1.  BUSINESS

General

         John H. Harland Company (the "Company") is a Georgia corporation
incorporated in 1923. The Company is a leading provider of printed products and
software sold to financial institutions, including banks, credit unions,
brokerage houses and financial software companies. The Company's subsidiary,
Scantron Corporation ("Scantron") is a leading provider of data collection and
assessment products and services sold primarily to the educational, financial
institution and commercial markets.

         The Company serves its major markets through three primary business
segments: Printed Products, Software and Services and Scantron. Each of these
three segments is described below. Reference is made to Note 12 of the Notes to
Consolidated Financial Statements on page F31 of this Annual Report on Form 10-K
with respect to information concerning the Company's business segments.

Recent Developments

         The Company completed three acquisitions in 2001, each of which the
Company believes strengthens its position in key market segments. The three
acquisitions were:

         ImTran, Inc. acquired in March, 2001. ImTran was a data collection and
document imaging firm. The acquired operation is now part of the Company's
Scantron segment.

         Scanning Systems, acquired in October, 2001. Scanning Systems was a
provider of optical mark reading hardware and scannable forms primarily for the
educational market. The acquired assets are now part of the Company's Scantron
segment.

         DocuPrint, Inc., acquired in October, 2001. DocuPrint was a
manufacturer of internal bank forms. The acquired assets are part of the
Company's Printed Products Segment.

         Recent developments also include the appointment of Darryl W. Jackson
as president and chief operating officer of the Company. Mr. Jackson joined the
Company in September 2001 and now directs operations for the Company's three
business segments.

         The Company's three business segments introduced a number of new
products and services in 2001. The Company believes these new products and
services help strengthen its relationships with its customers and its position
in the marketplace. These new products are described below.

Printed Products

         The Printed Products segment ("Printed Products") includes the
Company's checks operations, as well as its direct marketing business and
computer checks and forms business. Segment sales of $527.3 million accounted
for 71% of the Company's total sales for the year.

         Printed Products' traditional products are checks and forms, including
personal and business checks and computer checks, as well as internal bank
forms. Printed Products also produces a variety of financial documents in
conjunction with personal or small business financial software packages.

         Printed Products has two primary competitors in the sale of checks to
financial institutions. They are national financial printers that specialize in
check printing. The Company believes that Printed Products is the second-largest
producer of checks and related forms for financial institutions in the United
States. One of Printed Products' competitors has substantially greater sales and
financial resources than the Company.

                                       -3-

<PAGE>

         Printed Products markets its products and services primarily in the
United States, although there is different market penetration in the Caribbean
and Mexico. Printed Products has two distinct sales forces. One sales force
focuses on the financial institution market, including community, regional and
national banks, credit unions and brokerage houses. The second sales force
concentrates on financial software companies and office supply superstores.

         Printed Products maintains 15 production facilities in the United
States, which consist of nine imprint plants, two computer checks facilities,
one facility dedicated to direct marketing and brokerage production and three
forms and specialty production facilities. Printed Products also has an imprint
facility in Puerto Rico. The Company has a 51% ownership in a check-printing
company in Mexico, which has one production facility. One imprint facility and
one computer check facility are being consolidated into a single facility. One
specialty plant is also being consolidated.

         In 2000, the Company began converting its imprint facilities from
offset printing to digital printing technology, which the Company believes is a
more efficient technology. By the end of 2001, five imprint facilities had been
converted to digital, and the remaining four plants will be converted by
mid-year 2002. The conversion of all nine facilities will cost approximately $40
million when it is completed.

         The Company has brought customer service for its personal checks
business back in house, a program that began in 2000. Customer service for this
part of the Company's business had been outsourced in 1996.

         Principal raw materials used by Printed Products include safety paper,
form paper and MICR bond paper. Printed Products purchases other material, such
as vinyl, inks, checkboards, packaging material and miscellaneous supplies, from
a number of suppliers. The Company believes that adequate raw materials will be
available to support Printed Products operations.

         The Company believes that the loss of any one customer in the Printed
Products segment would not have a materially adverse effect on the Company's
consolidated operations.

Software and Services

         Software and Services includes Harland Financial Solutions and Harland
Analytical Services. These two parts of the Company's business provide financial
institutions with a variety of products and services that are designed to help
them strengthen profitable relationships with their customers. These products
and services include lending and mortgage origination and closing applications,
database marketing software, host processing applications and business
intelligence solutions.

         Harland Financial Solutions, Inc., a subsidiary of the Company, is
composed of Delivery Systems, Financial Intelligence, Host Processing and
Mortgage Services.

         Delivery Systems sells loan and deposit origination and compliance
software to the financial institution market. Delivery Systems sells what the
Company believes is the most complete product suite in the industry, including
solutions for lending, account opening, sales management and loan underwriting.
Competition within this market varies by financial institution size, but the
Company believes Delivery Systems is the market leader.

                                       -4-

<PAGE>

         Financial Intelligence helps financial institutions increase the
profitability of customer relationships through customer relationship management
("CRM") software, marketing customer information file ("MCIF") software and
branch automation software.

         Financial Intelligence's CRM software, Touche(TM), is an
enterprise-wide system that allows financial institutions to manage every aspect
of the customer relationship. Touche was launched in mid-2001, and the Company
believes it is one of the most complete CRM solutions designed specifically for
financial institutions.

         Financial Intelligence's MCIF software allows financial institutions to
analyze the profitability of customer relationships at both the account and
household level. It can also enable financial institutions to import data, such
as demographic and geographic information, that help identify products customers
are most likely to purchase. Financial institutions use this information to
implement targeted marketing campaigns.

         Financial Intelligence's branch automation solution, Encore!, provides
comprehensive sales, service and contact management capabilities for the branch
office or telephone banking center. Encore! operates in traditional
client/server as well as thin client web-based environments.

         Host Processing sells host processing application software for credit
unions. Its products centralize member information and offer real-time
processing of transactions from every delivery channel. It markets these
products under the ULTRADATA(R) name.

         Mortgage Services develops, markets and provides maintenance services
for mortgage software. Like Delivery Systems, Mortgage Services is largely a
compliance business.

         Software and Services also includes Harland Analytical Services, which
was formed in September 2000. Harland Analytical Services sells behavioral
models to financial institutions, enabling them to, among other things, identify
their customers most at risk for switching financial institutions, as well as
identifying a consumer's propensity to purchase a financial product and the
financial product a consumer is most likely to purchase next.

         The Company believes that the loss of any one customer in the Software
and Services segment would not have a materially adverse effect on the Company's
consolidated operations.

Scantron

         Scantron Corporation ("Scantron") was founded in 1972 and acquired by
the Company in 1988. Scantron is a leading provider of data collection, testing
and assessment, and field maintenance services. Its products and services
include scannable forms, scanning equipment, imaging software and survey
services.

         Scantron has a solid leadership position in the in-classroom education
market, where more than 90% of all high schools and 80% of all colleges and
universities use a Scantron product. In addition to the traditional Scantron
system, which consists of a scanner, forms and software, Scantron has introduced
new products for the education market. One of these products is Classroom
Wizard(TM), which the Company believes is the first real-time testing solution
for the in-classroom education market. Students take tests using handheld
devices that provide instantaneous feedback to both the student and teacher.

         With the addition of document imaging through the ImTran acquisition,
Scantron now provides a total solution for customers' forms-based transactions,
including printing, distributing, processing and electronic archiving.

                                       -5-

<PAGE>

         Scantron's markets are diverse and competitive. In addition to the
education market, Scantron markets its products to the commercial and financial
institution markets. The Company believes Scantron is the second-largest
provider of data collection systems to commercial and educational markets in the
United States.

         Scantron's field services operation provides maintenance services for
scanners, printers and network systems. It competes with various organizations
that provide installation and maintenance services, including technology
manufacturers, and other national and local field service and maintenance
companies.

         Scantron markets its products and services primarily through inside and
outside sales and services representatives in the United States and Canada.
Scantron's products are also marketed internationally through distributors.

         Scantron purchases a majority of its paper from one supplier. It
purchases scanner components from equipment manufacturers and supply firms. The
Company believes Scantron can continue to obtain such materials or suitable
substitutes in acceptable quantities and at acceptable prices to continue all
operations.

         There is a seasonal nature to Scantron's business in the educational
market, but it does not significantly affect the Company's consolidated results.

         The Company believes that the loss of any one Scantron customer would
not have a materially adverse effect on the Company's consolidated operations.

Patents and Trademarks

         The Company has patents on several products and processes and
trademarks on several of its products and services. While the Company believes
these patents and trademarks to be of value, it does not consider any of them to
be critical to its operations.

Employees

         As of December 31, 2001, the Company and its subsidiaries employed
approximately 5,200 people.

ITEM 2.  PROPERTIES

         As of December 31, 2001, the Company and its subsidiaries owned and
leased facilities throughout the United States and in Puerto Rico and Mexico.
The Printed Products facilities consist of nine imprint plants, two computer
checks facilities, one facility dedicated to direct marketing and brokerage
production and three forms and specialty production facilities. The Company also
leases a production facility in Puerto Rico. The Company has a 51% ownership in
a check printing company in Mexico, which has one production facility.

         The Software and Services segment leases office space for sales and
service activities in ten states.

         The Scantron subsidiary conducts its business in two facilities located
in California and Nebraska and leases small amounts of space for its field
services activities in various states.

         The Company owns nine of the Printed Product facilities and one of the
Scantron facilities and leases the remainder of its properties. These leases
have expiration dates ranging from 2002 to 2012. The Company also owns three
buildings located in Atlanta, Georgia which houses its Printed Products support
and administrative services and also its corporate offices.

                                       -6-

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         In the ordinary course of business, the Company is subject to various
legal proceedings and claims. The Company believes that the ultimate outcome of
these matters will not have a material effect on its financial statements.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth information with respect to all
executive officers of the Company.

       Name                Age                  Office Held
Timothy C. Tuff            54      Chairman and Chief Executive Officer
Darryl W. Jackson          48      President and Chief Operating Officer
Charles B. Carden          57      Vice President and Chief Financial  Officer
S. David Passman III       49      President, Printed Products
John C. Walters            61      Vice President, Secretary and General
                                     Counsel

         Mr. Tuff joined the Company as President and Chief Executive Officer
in 1998. For the prior five years, he served as President and Chief Executive
Officer of Boral Industries, Inc., managing the North American and European
operations of Australian-based Boral, Ltd., a world leader in building and
construction materials.

         Mr. Jackson joined the Company in September 2001. He previously served
as a Partner with Deloitte Consulting since 1998, prior to which he was a
Partner with Andersen Consulting for three years. Prior to 1995 he served as
Executive Vice President and Chief Operating Officer of M.S. Carriers, a leading
transportation company, for three years. He was previously employed by Milliken
and Company, a leading textile company, for eight years, last serving as General
Manager and Quality Director.

         Mr. Carden joined the Company in 1999. He previously served as
Executive Vice President and Chief Financial Officer of Mariner Post-Acute
Network, a health care provider, since 1996.

         Messrs. Passman and Walters have been employed by the Company for more
than five years.

         Mr. Tuff also serves on the Board of Directors. Officers are elected
annually and serve at the pleasure of the Board.

PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

         See the information with respect to the market for and number of
holders of the Company's common stock, quarterly market information and dividend
information which is set forth on page F35. The Company has an established
policy of making quarterly dividend payments to shareholders. The Company
expects to pay future cash dividends depending upon the Company's pattern of
growth, profitability, financial condition and other factors which the Board of
Directors may deem appropriate.

                                       -7-

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

         See the information with respect to selected financial data on page
F35.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS

         See the information under the caption Management's Discussion and
Analysis of Results of Operations and Financial Condition on pages F2 through
F11 of this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         See the information with respect to Quantitative And Qualitative
Disclosures About Market Risk on pages F9 and F10 under the captions Market
Risk, Interest Rate Risk and Equity Price Risk.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See the information with respect to Financial Statements and
Supplementary Data on pages F12 through F35.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE

         Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information regarding Directors required herein is incorporated by
reference to the information under the captions "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's
Proxy Statement for the Annual Meeting of Shareholders dated March 20, 2002 (the
"Proxy Statement").

         The information regarding Executive Officers required herein is
included in Part I of this Annual Report and incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

         The information regarding executive compensation is incorporated by
reference to the information under the caption "Executive Compensation and Other
Information" in the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required herein is incorporated by reference to the
information under the caption "Stock Ownership of Directors and Executive
Officers and Certain Other Persons" in the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not applicable.

                                       -8-

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
                  FORM 8-K
                                                                  Page in
                                                                   this
                                                                  Annual
                                                                  Report
                                                                  on Form
                                                                   10-K
                                                                 -------
(a)1. Financial Statements:

Consolidated Balance Sheets                                          F12
Consolidated Statements of Income                                    F14
Consolidated Statements of Cash Flows                                F15
Consolidated Statements of Shareholders' Equity                      F16
Notes to Consolidated Financial Statements                           F17
Independent Auditors' Report                                         F33
Management's Responsibility for Financial Statements                 F34
Supplemental Financial Information (unaudited)                       F35


(a)2. Financial Statement Schedule:

Schedule II. Valuation and Qualifying Accounts                        S1

All other schedules have been omitted since the information required is either
in the financial statements or notes thereto or is not required.

(a)3. Exhibits
         (Asterisk indicates exhibit previously filed with the Securities and
Exchange Commission as indicated in parentheses and incorporated herein by
reference.)

3.1   *  Amended and Restated Articles of Incorporation (Exhibit B to
         Registrant's Proxy Statement dated March 12,1999).
3.2   *  Bylaws, as amended through February 1, 1999 (Exhibit 3.2 to
         Registrant's Annual Report on Form 10-K ("1998 10-K") for the year
         ended December 31, 1998).
4.1   *  Revolving Credit Agreement, dated as of August 23, 2000, among
         Registrant and the Lenders named therein (Exhibit 10.1 to the
         Registrant's Current Report on Form 8-K dated August 23, 2000).
4.2   *  First Amendment dated October 19, 2000 to the Revolving Credit
         Agreement (Exhibit 4.2 to the 2000 10-K).
4.3   *  Second Amendment dated February 28, 2001 to the Revolving Credit
         Agreement (Exhibit 4.3 to the 2000 10-K).
4.4      Third Amendment dated February 25, 2002 to the Revolving Credit
         Agreement.
4.5   *  Rights Agreement, dated as of December 17, 1998, between Registrant
         and First Chicago Trust Company of New York (Exhibit 4.1 to
         Registrant's Current Report on Form 8-K dated July 1, 1999).
4.6      See Articles IV, V and VII of Registrant's Amended and Restated
         Articles of Incorporation, filed as Exhibit 3.1, and Articles I, V and
         VIII of Registrant's Bylaws, filed as Exhibit 3.2.
10.1  *  Form of Noncompete and Termination Agreement between Registrant and
         Charles B. Carden, S. David Passman III and John C. Walters (Exhibit
         10.6 to the 1995 10-K).
10.2     Employment Agreement, dated September 24, 2001, between Registrant and
         Darryl W. Jackson.
10.3     Noncompete and Termination Agreement, dated as of January 1, 2002,
         between Registrant and Timothy C. Tuff.
10.4  *  Restricted Stock Agreement, dated October 6, 1998, between Registrant
         and Mr. Tuff (Exhibit 10.8 to the 1998 10-K).
10.5  *  Form of Restricted Stock Agreement between Registrant and Messrs.
         Carden, Jackson, Passman, Tuff and Walters (Exhibit 10.4 to
         the 2000 10-K).

                                       -9-

<PAGE>

10.6     Form of Restricted Stock Agreement in connection with the Voluntary
         Option Exchange Program between Registrant and Messrs. Carden,
         Passman, Tuff and Walters.
10.7     Supplemental Retirement Agreement, dated as of January 1, 2002,
         between Registrant and Mr. Tuff.
10.8  *  John H. Harland Company 1999 Stock Option Plan, as amended
         (Exhibit 99.1 to Registrant's Registration Statement on Form S-8,
         File No. 333-94727).
10.9  *  John H. Harland Company 2000 Stock Option Plan, as amended (Exhibit
         99-1 to Registrant's Registration Statement on Form S-8, File No.
         333-70386).
10.10 *  John H. Harland Company 2002 Stock Option Plan (Exhibit A to the
         Registrant's Proxy Statement dated March 20, 2002).
10.11 *  John H. Harland Company Employee Stock Purchase Plan, as amended
         (Exhibit 10.8 to the 2000 10-K).
10.12    John H. Harland Company Deferred Compensation Plan for
         Outside Directors, as amended.
21       Subsidiaries of the Registrant.
23       Independent Auditors' Consent.

(b)      Reports on Form 8-K.

         None

                                      -10-

<PAGE>

SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

JOHN H. HARLAND COMPANY

/s/ Charles B. Carden      3/21/2002        /s/ J. Michael Riley       3/21/2002

------------------------   ---------        ------------------------   ---------
Charles B. Carden          Date             J. Michael Riley           Date
Vice President and                          Vice President and
Chief Financial Officer                     Controller
(Principal Financial Officer)               (Principal Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


/s/ Timothy C. Tuff        3/21/2002        /s/ William S. Antle III   3/21/2002
------------------------   ---------        ------------------------   ---------
Timothy C. Tuff            Date             William S. Antle III       Date
Chairman and                                Director
Chief Executive Officer
(Principal Executive Officer)


/s/ John D. Johns          3/21/2002        /s/ Richard K. Lochridge   3/21/2002
------------------------   ---------        ------------------------   ---------
John D. Johns              Date             Richard K. Lochridge       Date
Director                                    Director


/s/ John J. McMahon Jr.    3/21/2002        /s/ G. Harold Northrop     3/21/2002
-----------------------    ---------        ------------------------   ---------
John J. McMahon Jr.        Date             G. Harold Northrop         Date
Director                                    Director


/s/ Larry L. Prince        3/21/2002        /s/ Eileen M. Rudden       3/21/2002
-----------------------    ---------        ------------------------   ---------
Larry L. Prince            Date             Eileen M. Rudden           Date
Director                                    Director


/s/ Jesse J. Spikes        3/21/2002
-----------------------    ---------
Jesse J. Spikes            Date
Director

                                      -11-

<PAGE>

                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES

                       Index to Information For Inclusion
                        in the Annual Report on Form 10-K
                      for the year ended December 31, 2001



Management's Discussion and Analysis of
   Results of Operations and Financial Condition                        F2

Consolidated Financial Statements
   and Notes to Consolidated Financial Statements                      F12

Independent Auditors' Report                                           F33

Management's Responsibility For Financial Statements                   F34

Supplemental Financial Information (Unaudited)                         F35

Financial Statement Schedule                                            S1

                                      -F1-

<PAGE>

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         John H. Harland Company (the "Company") operates its business in three
segments. The Printed Products segment ("Printed Products") includes checks and
direct marketing activities marketed primarily to financial institutions.

         The Software and Services segment ("Software") is focused on the
financial institution market and includes lending and mortgage origination and
closing applications, database marketing software, host processing applications
and business intelligence solutions.

         The Scantron segment ("Scantron") represents products and services sold
by the Company's Scantron subsidiary including scanning equipment and software,
scannable forms, survey solutions and field maintenance services. Scantron sells
these products and services to the commercial, financial institution and
education markets.

Results of Operations
2001 versus 2000

         Consolidated net sales for the year ended December 31, 2001 were $743.2
million compared to $720.7 million for the year ended December 31, 2000, an
increase of 3.1%. Printed Products sales were $527.3 million in 2001 compared to
$567.5 million in 2000, a decrease of 7.1%. The largest decrease in Printed
Products occurred in traditional check printing operations where an 11.2% volume
decrease primarily reflected a decline in orders received from a direct check
marketer and the loss of market share. A gain in share in the community bank
market was more than offset by a decline in the large bank market. The impact of
these two factors was moderated by an improvement of 3.7% in average price per
unit. Sales in direct marketing also decreased due to the general economic
slowdown which resulted in lower credit card promotions and fewer openings of
brokerage accounts.

         Software sales increased 100.7% from $60.5 million in 2000 to $121.3
million in 2001 primarily due to the acquisition of Concentrex Incorporated
("Concentrex")(see Note 2). Comparing the September through December periods of
2000 and 2001, where the results are comparable relative to the acquisition of
Concentrex, Software sales decreased 3.2% in 2001 compared to the 2000 period.
This decrease was due to the Company's decision to exit from unprofitable
product lines, an increase in usage-based contracts and a higher proportion of
term license agreements compared with perpetual agreements. The usage-based
contracts and term license agreements defer contract payments and revenue
recognition into future periods which should mitigate revenue volatility in the
future as those deferred revenues are recognized on a more stable, predictable
basis.

         Scantron's sales were $95.9 million in 2001 compared to $93.4 million
in 2000, an increase of 2.7%. The increase in Scantron's sales was primarily due
to acquisitions and internal growth in Scantron's field services and survey
solutions divisions. In 2001, Scantron's scanning division sales were relatively
flat compared to 2000 with increased sales in forms products and additional
sales related to its acquisition of Scanning Systems (see Note 2) being offset
by a decrease in optical mark reading equipment sales, a result of a shift to
greater use of on-line technologies.

         Consolidated gross profit increased by 14.2% from $294.1 million in
2000 to $335.9 million in 2001 and increased as a percentage of sales from 40.8%
in 2000 to 45.2% in 2001. The increase in consolidated gross profit was the
result of cost management and productivity improvement initiatives and a
favorable change in sales mix. Printed Products gross profit decreased 4.9% in
2001 from 2000 due to lower volumes in checks and in direct marketing. However,
Printed Products gross profit as a percentage of sales increased from 37.1% in
2000 to 38.0% in 2001, a result of the combination of the increase in average
price per unit, process improvements and new technology. Software's gross
profit, as a percent of sales, increased to 67.8% in 2001 from 58.0% in 2000

                                      -F2-

<PAGE>

primarily due to a full year's effect of the Concentrex acquisition. Scantron's
gross profit increased by 9.8% over 2000 and increased as a percentage of sales
to 55.3% in 2001 from 51.7% in 2000 due to lower costs resulting from
restructuring in 2000 and efficiencies gained from consolidating printing
operations into a single facility in 2001.

         Consolidated selling, general and administrative expenses ("SG&A")
totaled $233.3 million in 2001 compared to $201.7 million in 2000, an increase
of 15.7%. As a percentage of sales, SG&A increased from 28.0% in 2000 to 31.4%
in 2001. The increase was primarily due to the addition of Concentrex operations
which had higher SG&A costs in relation to sales than the Company's other
operations. Compensation costs of $3.0 million associated with accelerated
vesting of certain restricted stock grants made in 2001 as a result of the
Company's favorable stock price performance also contributed to the increase
(see Note 7). The increase in SG&A costs was moderated by decreased expenses due
to employee positions eliminated in a reorganization that occurred in 2000 and
also due to lower customer service costs in Printed Products resulting from a
reduction in contract payments to a service provider.

         During the fourth quarter of 2000, the Company recorded a restructuring
charge of $14.5 million (see Note 3) which was primarily for impairment of
intangible assets and severance-related expenses. The impairment of intangibles
was a result of the Company's examination during the fourth quarter of the
long-term viability of product offerings in two of its software operations.
Subsequent to the acquisition of Concentrex in August 2000, the Company decided
to discontinue certain DOS-based products and migrate current customers to
similar Concentrex product offerings or to a web-based product currently in
development. As a result of this decision, the remaining intangibles associated
with these products were written off. Due to lower than anticipated sales of a
new version of an existing product, the Company revised the long-term prospects
of another of its software operations. The revision of expectations required an
adjustment of the carrying value of the operation's long-term assets to the
calculated value based on discounted projected cash flows. The impairment
charges for these two actions had a total pre-tax impact of $9.4 million, or
$7.9 million after tax. The severance costs resulted primarily from a
reorganization of the Company into three distinct segments. In connection with
the reorganization during the fourth quarter of 2000, the Company eliminated 145
positions, which resulted in a pre-tax charge of $4.3 million, or $2.6 million
after tax.

         Amortization of intangibles in 2001 increased by $4.7 million from 2000
primarily due to the Concentrex acquisition in August 2000.

         Other Income (Expense) increased from an expense of $6.2 million in
2000 to $17.7 million in 2001. The increase was primarily due to the combination
of a $7.8 million write-down in 2001 of the Company's equity investment in
Netzee, Inc. ("Netzee") and a $2.9 million gain on the sale of a Company
investment in 2000. The increase was partially offset by a decrease in interest
expense due to decreases in debt levels and interest rates.

         The Company's effective income tax rate was 45.0% in 2001 and 47.1% in
2000. The effective rate in 2001 included the impact of a change in the
valuation allowance associated with a portion of the tax benefit related to the
Netzee capital loss. The effective rate in 2000 reflected the impact of
non-deductible costs including acquired in-process research and development and
impairment of intangibles that were in restructuring costs. See Note 5 to the
Consolidated Financial Statements for factors affecting the tax rate in each
year.

                                      -F3-

<PAGE>

         Net income for 2001 was $39.0 million compared to $28.7 million for
2000. Basic and diluted earnings per share for 2001 were $1.34 and $1.31,
respectively, compared to basic and diluted earnings per share of $1.01 and
$1.00 in 2000. Included in 2001 were charges for the write-down of the
investment in Netzee, costs associated with accelerated vesting of stock-based
compensation and severance costs related to a plant consolidation which reduced
diluted earnings by $0.27 per share. Included in 2000 were charges for
restructuring and acquired in-process research and development costs, which
reduced diluted earnings by $0.66 per share. These were offset partially by a
gain on the sale of an investment, which increased earnings per share by $0.10.
The acquisition of Concentrex had a dilutive impact on 2000 earnings of $0.10
per share.

Results of Operations
2000 versus 1999

         Consolidated net sales for the year ended December 31, 2000 were $720.7
million compared to $702.5 million for the year ended December 31, 1999, an
increase of 2.6%. Printed Products sales were $567.5 million in 2000 compared to
$577.7 million in 1999, a decrease of 1.8%. The largest decrease in Printed
Products occurred in traditional check printing operations where a 6.0% volume
decrease was due to a decline in orders received from a direct check marketer
and the loss of certain large customers resulting from continued consolidation
in the financial institution industry. The average price per unit in traditional
check printing operations grew by 2.7% and partially offset the impact of lower
volumes. Direct marketing volume and sales also declined in 2000.

         Software sales increased 120.0% from $27.5 million in 1999 to $60.5
million in 2000 primarily due to the acquisition of Concentrex (see Note 2).
Sales from the acquired operations totaled $36.8 million for the period from
August 23, 2000 (date of acquisition) to December 31, 2000. Sales in previously
existing Software operations were down compared to 1999 due to a delay in the
delivery of a new loan and deposit origination product and slower than
anticipated sales of database marketing software products.

         Scantron's sales were $93.4 million in 2000 compared to $97.6 million
in 1999, a decrease of 4.3%. The decrease in sales was primarily due to the
divestiture of Scantron Quality Computers ("SQC") in December 1999. Adjusted for
the divestiture of SQC, Scantron sales increased 2.2% with the increases
occurring in its scanning and survey divisions. Scantron's field services
division had a slight decrease in sales compared to 1999.

         Consolidated gross profit increased by 11.3% from $264.3 million in
1999 to $294.1 million in 2000 and increased as a percentage of sales from 37.6%
in 1999 to 40.8% in 2000. The increase in Printed Products gross profit as a
percentage of sales to 37.1% in 2000 from 35.0% in 1999 accounted for most of
the consolidated gross profit increase. Printed Products gross profit
improvement resulted primarily from a price increase, a favorable product
pricing/mix and improvement in productivity due to the implementation of new
technology and price enhancements. Software's gross profit, as a percentage of
sales, increased to 58.0% in 2000 from 52.0% in 1999. Scantron's gross profit
increased by 0.9% over 1999 and increased as a percentage of sales to 51.7% in
2000 from 49.0% in 1999 due to product mix and the divestiture of SQC in 1999,
which had lower margins.

          SG&A totaled $201.7 million in 2000, an increase of 9.0% over 1999. As
a percentage of sales, SG&A increased from 26.3% in 1999 to 28.0% in 2000. The
increase was due in part to the addition of Concentrex operations which had
higher SG&A costs in relation to sales than the Company's traditional
operations. The impact of the Concentrex acquisition was partially offset by
decreases in corporate expenditures relating to Year 2000 and other projects in
1999.

                                      -F4-

<PAGE>

         During the fourth quarter of 2000, the Company recorded a restructuring
charge of $14.5 million (see Note 3) which was primarily for impairment of
intangible assets and severance-related expenses. The impairment of intangibles
was a result of the Company's examination during the fourth quarter of the
long-term viability of product offerings in two of its software operations.
Subsequent to the acquisition of Concentrex in August 2000, the Company decided
to discontinue certain DOS-based products and migrate current customers to
similar Concentrex product offerings or to a web-based product currently in
development. As a result of this decision, the remaining intangibles associated
with these products were written off. Due to lower than anticipated sales of a
new version of an existing product, the Company revised the long-term prospects
of another of its software operations. The revision of expectations required an
adjustment of the carrying value of the operation's long-term assets to the
calculated value based on discounted projected cash flows. The impairment
charges for these two actions had a total pre-tax impact of $9.4 million, or
$7.9 million after tax. The severance costs resulted primarily from a
reorganization of the Company into three distinct segments. In connection with
the reorganization during the fourth quarter, the Company eliminated 145
positions, which resulted in a pre-tax charge of $4.3 million, or $2.6 million
after tax.

         Amortization of intangibles in 2000 increased by $3.3 million from 1999
primarily due to the Concentrex acquisition in August 2000.

         Interest expense increased by $3.2 million in 2000 due to increases in
debt levels related to the financing of the Concentrex acquisition and
refinancing of existing debt.

         Other income - net increased $1.8 million in 2000 due primarily to a
gain on the sale of a Company investment in the fourth quarter.

         The Company's effective income tax rate was 47.1% in 2000 and 37.7% in
1999. The effective rate increased due to the impact of non-deductible costs in
2000, including acquired in-process research and development, impairment of
intangibles included in restructuring costs and Concentrex-related intangibles
amortization. The increase between years was moderated by an increase in tax
credits in 2000. See Note 5 to the Consolidated Financial Statements for factors
affecting the tax rate in each year.

         Net income for 2000 was $28.7 million compared to $42.7 million for
1999. Basic and diluted earnings per share for 2000 were $1.01 and $1.00,
respectively, compared to basic and diluted earnings per share of $1.39 and
$1.37 in 1999. Included in 2000 were charges for restructuring and acquired
in-process research and development costs, which reduced diluted earnings by
$0.66 per share. These were offset partially by a gain on the sale of
investments, which increased earnings per share by $0.10. The acquisition of
Concentrex had a dilutive impact on 2000 earnings of $0.10 per share.

Financial Condition, Capital
Resources and Liquidity

         Cash flows provided from operations in 2001 were $133.7 million, an
increase of 31.6% over $101.6 million for 2000. The increase in cash provided by
operations was due primarily to increases in net income adjusted for
depreciation and amortization. Financing activities used $79.2 million in 2001
compared to providing $69.8 million in 2000. The primary uses of funds in 2001
were to fund reductions of outstanding debt balances, capital expenditures,
refundable contract payments, dividend payments to shareholders and purchases of
treasury stock.

                                      -F5-

<PAGE>

         Capital expenditures totaled $47.5 million in 2001 compared to $40.5
million in 2000. The increase in capital expenditures related primarily to
process improvement activities in Printed Products. During 2001, the Company
expended approximately $17.5 million related to digital printing costs compared
to $16.3 million in 2000. In 2002, capital expenditures are forecasted to be in
the $38.0 million to $42.0 million range and will include further digital
technology implementation and process improvements.

         In March 2000, the Company's Board of Directors extended a program
authorizing the repurchase of the Company's outstanding common stock of up to
3.1 million shares with an authorization for an additional 2.9 million shares
for a total of up to 6.0 million shares. Shares repurchased under this program
may be held in treasury, used for acquisitions, used to fund the Company's stock
benefit and compensation plans or for other corporate purposes. In March 2001,
the Company completed the original authorization. The total cost of the 3.1
million shares repurchased was $57.5 million. As of December 31, 2001, the
Company has repurchased 445,146 shares of its common stock under the additional
authorization at a cost of approximately $9.1 million.

         As of December 31, 2001, the Company's accumulated other comprehensive
income totaled $3.7 million and consisted of net unrealized gains on
investments, net changes in fair value of cash flow hedging instruments and
foreign currency translation adjustments. In September 2001, the Company's
investment in Netzee was written down to its market value due to the Company's
evaluation that the decline in the value of Netzee stock was other than
temporary.

         The Company has a $325.0 million revolving credit facility with a
syndicate of banks. The Credit Facility matures in 2004 and may be used for
general corporate purposes, including acquisitions, and includes both direct
borrowings and letters of credit. As of December 31, 2001, direct borrowings
totaled $124.0 million under the facility. There were $4.4 million in
outstanding letters of credit, which were issued under the credit facility,
leaving $196.6 million available for borrowings at December 31, 2001.

         In November 2000, in conjunction with the sale of certain assets to
Netzee, the Company extended a guaranty to a financial institution, on behalf of
Netzee, of Automated Clearing House exposures up to an amount not to exceed
$15.0 million. In March 2001, the guaranty was terminated with no liability to
the Company.

         On December 31, 2001, the Company had $10.1 million in cash and cash
equivalents and $196.6 million available for borrowing under the credit
facility. The Company believes that its current cash position, funds from
operations and the availability of funds under the credit facility will be
sufficient to meet anticipated requirements for working capital, dividends,
capital expenditures and other corporate needs. Management is not aware of any
condition that would materially alter this trend. The Company also believes that
it possesses sufficient unused debt capacity and access to equity capital
markets to pursue additional acquisition opportunities.

                                      -F6-

<PAGE>

Contractual Obligations and Commitments

         The following table aggregates the Company's contractual obligations
and commitments with definitive payment terms which will require significant
cash outlays in the future. The commitment amounts are as of December 31, 2001
(in millions):

<TABLE>
<CAPTION>

Contractual                            Payments Due by Period
Obligations       -----------------------------------------------------------
and Commitments         Total     2002      2003     2004     2005     2006+
-----------------------------------------------------------------------------
<S>                    <C>      <C>      <C>       <C>      <C>       <C>
Long-term debt         $124.2   $  0.1   $   0.1   $124.0   $     -   $    -
Operating leases         87.6     14.7      11.8      9.8       9.0     42.3
Digital printing
  equipment               6.2      6.2         -        -         -        -
-----------------------------------------------------------------------------
   Total               $218.0   $ 21.0   $  11.9   $133.8   $   9.0   $ 42.3
=============================================================================
</TABLE>

Acquisitions

         In March 2001, the Company's Scantron subsidiary acquired ImTran, Inc.
("ImTran"). ImTran was a data collection and document capture solutions firm
specializing in automated data collection and document imaging. In October 2001,
the Company's Printed Products segment acquired the assets of DocuPrint,
Incorporated ("DocuPrint"). DocuPrint produced forms for major financial
institutions. Also in October 2001, the Company's Scantron subsidiary acquired
substantially all the assets of the Scanning Systems division of Associated
Business Products, Inc., a subsidiary of Global DocuGraphix, Inc. for
approximately $6.0 million in cash.

         The assets acquired through acquisitions in 2001 totaled $7.5 million.
Of the total acquisition costs, $5.7 million was allocated to goodwill. All
consideration was paid in cash that was funded with proceeds from the Company's
credit facility.

         On August 23, 2000, the Company completed its cash tender offer for the
outstanding common stock of Concentrex. The acquired operations provide
technology-powered solutions to deliver financial services, including a broad
range of traditional software and services integrated with e-commerce solutions
to over 5,000 financial institutions of all types and sizes in the United
States. Consideration totaled $146.9 million of which approximately $100.0
million was funded from a credit facility obtained by the Company (see Note 4).

         As part of the Concentrex acquisition, the Company acquired in-process
research and development costs of $8.2 million, which were expensed at
acquisition, and represented the fair value of certain acquired research and
development projects that were determined to have not reached technological
feasibility.

         A portion of the Concentrex acquisition cost was allocated to the net
realizable value of certain assets of the acquired operation's online banking
and electronic payments business which the Company identified as a business held
for sale. In November 2000, these assets, which totaled $8.2 million, were sold
to Netzee in exchange for Netzee common stock. The Company also extended a $5.0
million line of credit to Netzee of which $3.0 million and $5.0 million were
outstanding at December 31, 2001 and December 31, 2000, respectively. In
September 2001, the Company determined that the decline in market value of its
investment in Netzee was other than temporary and the investment was written
down to its market value, resulting in a recognized loss before income taxes of
$7.8 million.

                                      -F7-

<PAGE>

         All acquisitions were accounted for using the purchase method of
accounting and, accordingly, the results of operations of each have been
included in the Company's consolidated financial statements from the date of
acquisition.

Outlook

         The Company believes that its financial position continues to be strong
and expects a positive cash flow in all business segments in 2002. The Company
projects an increase in the Printed Products segment's 2002 profits due to
implementation of new technology and process improvements. Printed Products
sales are expected to stabilize during the second half of 2002 compared with the
recent trend of declining sales. The Company anticipates the Software and
Services segment's profitability will continue to improve steadily during 2002
due to increased sales of existing products and services as well as new products
and services. The Scantron segment is also projected to increase sales and
profits in 2002 through internal growth in sales and a full year's impact from
acquisitions. Consolidated SG&A, as a percentage of sales, is expected to
increase slightly in 2002. The effect of discontinuing goodwill amortization
with the implementation of a new accounting pronouncement (see the New
Accounting Standards section of Note 1) will have a positive effect on the
Company's net income.

Risk Factors and
Cautionary Statements

         When used in this report and in subsequent filings by the Company with
the Securities and Exchange Commission, in the Company's press releases and in
written or oral statements made by authorized representatives of the Company,
the words or phrases "should result," "are expected to," "will continue," "is
anticipated," "estimate," "project" or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are necessarily
subject to certain risks and uncertainties, including, but not limited to, those
discussed below that could cause actual results to differ materially from the
Company's historical experience and its present expectations or projections.
Caution should be taken not to place undue reliance on any such forward-looking
statements, which speak only as of the date such statements are made and which
may or may not be based on historical experiences and/or trends which may or may
not continue in the future. The Company does not undertake and specifically
declines any obligation to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect events or circumstances
occurring after the date of such statements or to reflect the occurrence of
unanticipated events.

         Various factors may affect the Company's financial performance,
including, but not limited to, those factors discussed below and could cause the
Company's actual results for future periods to differ from any opinions,
statements or projections expressed with respect thereto. Such differences could
be material and adverse. Many variables will impact the ability to achieve sales
levels, improve service quality, achieve production efficiencies and reduce
expenses in Printed Products. These include, but are not limited to, the
implementation of new digital technology, automated ordering systems and call
service centers used in the Company's manufacturing and customer service
operations.

         Several factors outside the Company's control could negatively impact
check revenue. These include the continuing expansion of alternative payment
systems such as credit cards, debit cards and other forms of electronic commerce
or on-line payment systems. Check revenues could also be adversely affected by
continued consolidation of financial institutions, competitive check pricing and
the impact of governmental laws and regulations. There can be no assurances that
the Company will not lose significant customers or that any such loss could be
offset by the addition of new customers.

                                      -F8-

<PAGE>

         While the Company believes substantial growth opportunities exist in
the Software and Services segment, there can be no assurances that the Company
will achieve its revenue or earnings growth targets. The Company believes its
software business still represents a turnaround and therefore has many inherent
risk factors, including but not limited to the retention of employee talent and
the retention of customers. Also, variables exist in the development of new
software products, including the timing and costs of the development effort,
product performance, functionality, product acceptance, competition, and general
changes in economic conditions or U.S. financial markets.

         Several factors outside of the Company's control could affect results
in the Scantron segment. These include the rate of adoption of new electronic
data collection, testing and assessment methods, which could negatively impact
current forms, scanner sales and related service revenue. The Company continues
to develop products and services that it believes offers state of the art
electronic data collection, testing and assessment solutions. However, variables
exist in the development of new testing methods and technologies, including the
timing and costs of the development effort, product performance, functionality,
market acceptance, adoption rates, competition and the funding of education at
the federal, state and local level, all of which could have an impact on the
Company's business.

Market Risk

         All financial instruments held by the Company are held for purposes
other than trading and are exposed to primarily two types of market risks:
interest rate and equity price.

Interest Rate Risk

         The Company is exposed to interest rate risk on its variable rate debt.
At December 31, 2001, the Company had outstanding variable rate debt of $124.0
million. In order to manage its exposure to fluctuations in interest rates, the
Company has entered into interest rate swap agreements, which allow it to raise
funds at floating rates and effectively swap them into fixed rates. At December
31, 2001, the notional principal amount of interest rate swaps outstanding was
$98.0 million. The Company believes that its interest rate risk at December 31,
2001 was minimal. These derivative financial instruments are viewed as risk
management tools and are entered into for hedging purposes only. The Company
does not use derivative financial instruments for trading or speculative
purposes.

         The fair value of the swaps, which represent what the Company would
have to pay to terminate the swaps, reflected a loss of $2.2 million ($1.3
million net of income taxes) at December 31, 2001. The fair value of the swaps
was recognized on the balance sheet in other liabilities with a corresponding
charge to accumulated other comprehensive income, a component of shareholders'
equity. Charges and credits to other comprehensive income will net to zero over
the term of interest rate swap agreements that are not terminated early.

Equity Price Risk

         The fair value of the Company's investments is primarily affected by
fluctuations in the market price for the common stock of Bottomline
Technologies, Inc. and Netzee. The change in market value has been accounted for
as a component of other comprehensive income. In September 2001, the Company's
management determined that the decline in Netzee's market value was other than
temporary. The investment was written down to its market value resulting in a
recognized loss of $7.8 million. The following presents the Company's investment

                                      -F9-
<PAGE>

in Bottomline and Netzee reflecting the high and low closing market prices for
the year ended December 31, 2001 (in thousands):
<TABLE>
<CAPTION>

                                  Carrying
                                  Value(a)       High(b)        Low(b)
----------------------------------------------------------------------
<S>                               <C>         <C>           <C>
Investment in:
  Bottomline                      $5,458      $14,427       $1,465
  Netzee                             924        7,838          358

<FN>
(a)      Based on market value as of December 31, 2001.
(b)      Based on quoted market prices for these items.
</FN>
</TABLE>

Accounting Pronouncements

         In June 2001, the Financial Accounting Standards Board issued Statement
No. 141, "Business Combinations" ("SFAS 141") and Statement No. 142, "Goodwill
and Other Intangibles" ("SFAS 142"). SFAS 141 addresses financial accounting and
reporting for business combinations. Under SFAS 141, all business combinations
are to be accounted for using the purchase method of accounting. Under SFAS 142,
goodwill and intangible assets with indefinite lives are no longer amortized but
are tested at least annually for impairment. Separable intangible assets with
defined lives will continue to be amortized over their useful lives. The
provisions of SFAS 142 apply to goodwill and intangible assets recognized on the
Company's financial statements on January 1, 2002 and thereafter. In 2001,
amortization of goodwill totaled $11.2 million, most of which was non-deductible
for tax purposes. The Company has not yet assessed the other financial statement
impact of adopting SFAS 142. The Company has engaged a third party for
valuations of the businesses which have associated goodwill balances and will
determine whether an impairment exists by June 30, 2002.

         In August 2001, the Financial Accounting Standards Board issued
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144") which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. SFAS 144 will be effective for the
Company beginning January 1, 2002. The Company does not believe the adoption of
SFAS 144 will have a material effect on the Company's financial position or
results of operations.

Critical Accounting Policies

         The Company has identified certain of its accounting policies as
critical to its business operations and the understanding of its results of
operations. These policies include revenue recognition, impairment of long-lived
assets, goodwill and other intangibles, software and other development costs and
income taxes.

         The Company considers its revenue recognition policy as critical to its
reported results of operations primarily in its Software and Services segment.
This segment utilizes estimates of efforts to complete a project in percentage
of completion calculations to recognize revenue from licensing of software with
significant amounts of tailoring and/or customization. Due to uncertainties
inherent in these estimates, actual results, including the amounts of revenue
and expenses recognized, could differ from those estimates.

         The Company reviews investments, long-lived assets and certain
intangibles for impairment when events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Any impairment losses
are reported in the period in which the recognition criteria are first applied
based on the fair value of the asset. In 2001, the Company recorded a charge of
$7.8 million before income taxes for a write-down of an equity investment. In
2000, the Company recorded a charge of $9.4 million for a write-down of
intangible and other assets.

                                      -F10-

<PAGE>

         The Company makes estimates and assumptions regarding future cash flows
in its review of the carrying values of goodwill and other intangibles to assess
recoverability. If these estimates and assumptions change in the future, the
Company may be required to record impairment charges for these assets not
previously recorded. In the first quarter of 2002, the Company will adopt SFAS
142 and will be required to analyze its goodwill for impairment by June 30, 2002
and then at least on an annual basis thereafter.

         The carrying value of the Company's net deferred tax assets assumes the
Company will be able to generate sufficient future taxable income in certain tax
jurisdictions, based on estimates and assumptions. The Company may be required
to record additional valuation allowances against its deferred tax assets
resulting in additional income tax expense if these estimates and assumptions
change in the future.

                                      -F11-

<PAGE>

<TABLE>

                 JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
            (In thousands, except share and per share amounts)

<CAPTION>
                                                              December 31,
                                                            2001        2000
-------------------------------------------------------------------------------
ASSETS
<S>                                                      <C>          <C>
CURRENT ASSETS:
Cash and cash equivalents                                $ 10,096     $ 18,480
Accounts receivable from customers, less
  allowance for doubtful accounts of $4,819
  and $4,272                                               60,926       86,767
Inventories:
  Raw materials and semi-finished goods                    17,309       19,506
  Hardware component parts                                    765          342
  Finished goods                                            1,688          755
Deferred income taxes                                      25,621       19,217
Prepaid income taxes                                            -       15,738
Other                                                      11,179        7,211
-------------------------------------------------------------------------------
Total current assets                                      127,584      168,016
-------------------------------------------------------------------------------




INVESTMENTS AND OTHER ASSETS:
Investments                                                 7,896       16,740
Goodwill and other intangibles - net                      134,721      142,960
Deferred income taxes                                       6,604        6,614
Refundable contract payments                               27,563       25,705
Other                                                      19,899       33,301
-------------------------------------------------------------------------------
Total investments and other assets                        196,683      225,320
-------------------------------------------------------------------------------


PROPERTY, PLANT AND EQUIPMENT:
Land                                                        3,555        3,555
Buildings and improvements                                 51,054       49,098
Machinery and equipment                                   242,152      216,138
Furniture and fixtures                                     14,970       14,230
Leasehold improvements                                     11,179       10,150
Additions in progress                                      11,350       17,426
-------------------------------------------------------------------------------
Total property, plant and equipment                       334,260      310,597
Less accumulated depreciation and amortization            191,534      181,007
-------------------------------------------------------------------------------
Property, plant and equipment - net                       142,726      129,590
-------------------------------------------------------------------------------


TOTAL                                                    $466,993     $522,926
===============================================================================
</TABLE>

                                      -F12-

<PAGE>




CONSOLIDATED BALANCE SHEETS (continued)

<TABLE>
<CAPTION>


                                                             December 31,
                                                           2001         2000
-------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                       <C>          <C>
CURRENT LIABILITIES:
Accounts payable                                          23,880       29,509
Deferred revenues                                         31,240       47,622
Accrued liabilities:
  Salaries, wages and employee benefits                   27,077       28,395
  Restructuring costs                                        102        3,296
  Taxes                                                   16,729        8,013
  Other                                                   17,128       23,612
-------------------------------------------------------------------------------
Total current liabilities                                116,156      140,447
-------------------------------------------------------------------------------

LONG-TERM LIABILITIES:
Long-term debt                                           124,118      191,617
Other                                                     24,695       19,497
-------------------------------------------------------------------------------
Total long-term liabilities                              148,813      211,114
-------------------------------------------------------------------------------

Total liabilities                                        264,969      351,561
-------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (see Note 11)

SHAREHOLDERS' EQUITY:
Series preferred stock, authorized 500,000
  shares of $1.00 par value, none issued
Common stock, authorized 144,000,000 shares of
  $1.00 par value, 37,907,497 shares issued               37,907       37,907
Additional paid-in capital                                     -            -
Retained earnings                                        372,164      343,998
Accumulated other comprehensive income:
  Foreign currency translation adjustments                   196         (312)
  Unrealized gains on investments                          4,858        5,396
  Changes in fair value of cash flow
    hedging instruments                                   (1,344)           -
Unamortized restricted stock awards                       (8,218)      (1,591)
-------------------------------------------------------------------------------
                                                         405,563      385,398
-------------------------------------------------------------------------------
Less 8,977,790 and 9,383,806 shares in
  treasury, at cost                                      203,539      214,033
-------------------------------------------------------------------------------
Total shareholders' equity                               202,024      171,365
-------------------------------------------------------------------------------

TOTAL                                                   $466,993     $522,926
===============================================================================

<FN>

See Notes to Consolidated Financial Statements.

</FN>
</TABLE>

                                      -F13-

<PAGE>


<TABLE>
<CAPTION>

                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)

                                                     Year ended December 31,
                                                   2001        2000       1999
---------------------------------------------------------------------------------
<S>                                             <C>         <C>        <C>
Net Sales                                       $ 743,203   $ 720,677  $ 702,512
Cost of sales                                     407,350     426,589    438,223
---------------------------------------------------------------------------------
Gross Profit                                      335,853     294,088    264,289
Selling, general and administrative
  expenses                                        233,334     201,653    185,072
Amortization of intangibles                        13,993       9,318      6,035
Acquired in-process research and
  development charge                                    -       8,248          -
Restructuring charge                                    -      14,451          -
---------------------------------------------------------------------------------
Income From Operations                             88,526      60,418     73,182
---------------------------------------------------------------------------------

Other Income (Expense):
Interest expense                                   (9,933)    (10,379)    (7,170)
Investment write-down                              (7,848)          -          -
Other - net                                            76       4,225      2,447
---------------------------------------------------------------------------------
Total                                             (17,705)     (6,154)    (4,723)
---------------------------------------------------------------------------------

Income Before Income Taxes                         70,821      54,264     68,459
Income taxes                                       31,847      25,567     25,775
---------------------------------------------------------------------------------
Net Income                                      $  38,974   $  28,697  $  42,684
=================================================================================

Earnings Per Common Share
   Basic                                        $    1.34   $    1.01  $    1.39
   Diluted                                      $    1.31   $    1.00  $    1.37
=================================================================================
<FN>

See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

                                      -F14-

<PAGE>

<TABLE>
<CAPTION>

                       JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (In thousands)
                                                         Year ended December 31,
                                                        2001       2000       1999
-----------------------------------------------------------------------------------
<S>                                                 <C>        <C>        <C>
OPERATING ACTIVITIES:
Net income                                          $ 38,974   $ 28,697   $ 42,684
Adjustments to reconcile net income to
  net cash provided by operating activities:
  Depreciation                                        33,259     29,595     29,738
  Amortization                                        28,062     18,867     10,826
  Investment write-down                                7,848          -          -
  Stock-based compensation                             5,318        788        601
  Noncash portion of restructuring charge                  -     12,415          -
  Acquired in-process research and
    development charge                                     -      8,248          -
  Loss (gain) on sale of assets                          (52)    (2,426)     1,547
  Other - net                                          3,436      1,420      2,930
  Change in assets and liabilities net of
    effects of businesses acquired/disposed:
    Deferred income taxes                              2,174     15,867      5,040
    Accounts receivable                               28,677     (7,584)     6,913
    Inventories and other current assets              18,133     11,408      3,324
    Deferred revenues                                (15,568)     8,760     (1,350)
    Accounts payable and accrued liabilities         (16,518)   (24,454)    (5,619)
-----------------------------------------------------------------------------------
Net cash provided by operating activities            133,743    101,601     96,634
-----------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment           (47,503)   (40,474)   (23,794)
Proceeds from sale of property, plant and equipment      418        412      1,797
Proceeds from sale of investments                          -      3,350          -
Refundable contract payments                         (11,818)   (12,959)   (10,529)
Payment for acquisition of businesses -
  net of cash acquired                                (7,509)  (143,195)         -
Note receivable                                        1,983     (5,000)         -
Other - net                                            1,458     (4,842)      (376)
-----------------------------------------------------------------------------------
Net cash used in investing activities                (62,971)  (202,708)   (32,902)
-----------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Short-term borrowings - net                               -         155         24
Credit facility proceeds (payments) - net            (61,000)   184,995          -
Repayment of long-term debt                           (6,477)  (100,000)      (625)
Purchases of treasury stock                          (10,092)    (7,000)   (49,535)
Issuance of treasury stock                             6,925      2,315      2,154
Dividends paid                                        (8,728)    (8,519)    (9,188)
Debt issuance costs paid                                 (58)    (1,369)         -
Other - net                                              274       (813)       720
-----------------------------------------------------------------------------------
Net cash provided by (used in) financing activities  (79,156)    69,764    (56,450)
-----------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents      (8,384)   (31,343)     7,282
Cash and cash equivalents at beginning of year        18,480     49,823     42,541
-----------------------------------------------------------------------------------
Cash and cash equivalents at end of year           $  10,096   $ 18,480   $ 49,823
===================================================================================
Supplemental cash flow information:
  Interest paid                                    $  10,617   $  8,741   $  7,133
  Income taxes paid                                   24,612     23,302     19,013
  Exchange of net noncash assets for investment
    in Netzee, Inc.                                        -      8,139          -
===================================================================================

<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>


                                      -F15-

<PAGE>


<TABLE>
<CAPTION>

                                                  JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                                             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                    Years ended December 31, 2001, 2000, and 1999
                                   ------------------------------------------------------------------------------
(In thousands, except share                                       Accumulated             Unamortized
and per share amounts)                       Additional              Other                 Restricted     Total
                                    Common    Paid-in   Retained  Comprehensive Treasury     Stock     Shareholders'
                                     Stock    Capital   Earnings  Income (Loss)   Stock      Awards       Equity
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>     <C>            <C>      <C>          <C>        <C>
BALANCE, DECEMBER 31, 1998          $ 37,907    $     - $ 293,425      $  (400) $ (168,148)  $  (470)   $ 162,314
Net income                                                 42,684                                          42,684
Other comprehensive income:
  Foreign currency
    translation adjustments                                                528                                528
  Unrealized gains on investments,
    net of $1,381 in taxes                                              18,963                             18,963
                                                                                                     -------------
Comprehensive income                                                                                       62,175
                                                                                                     -------------
Cash dividends, $.30 per share                             (9,188)                                         (9,188)
Purchase of 2,629,623 shares of treasury
  stock                                                                            (49,535)               (49,535)
Issuance of 180,366 shares of treasury
  stock under stock compensation plans                     (1,666)                   4,077      (133)       2,278
Other                                                         794                                188          982
------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999            37,907          -   326,049       19,091    (213,606)     (415)     169,026
Net income                                                 28,697                                          28,697
Other comprehensive income (loss):
  Foreign currency
    translation adjustments                                               (440)                              (440)
  Unrealized losses on investments,
    net of $655 in tax benefits                                        (13,567)
(13,567)
                                                                                                     -------------
Comprehensive income                                                                                       14,690
                                                                                                     -------------
Cash dividends, $.30 per share                             (8,519)                                         (8,519)
Purchase of 412,641 shares of treasury
  stock                                                                             (7,000)                (7,000)
Issuance of 295,834 shares of treasury
  stock under stock compensation plans                     (2,628)                   6,611    (1,668)       2,315
Other                                                         399                      (38)      492          853
------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000            37,907          -   343,998        5,084    (214,033)   (1,591)     171,365
Net income                                                 38,974                                          38,974
Other comprehensive income (loss):
  Foreign currency
    translation adjustments                                                508                                508
  Unrealized losses on investments,
    net of $273 in tax benefits                                         (8,386)                            (8,386)
  Reclassification for investment
    write-down included in net income                                    7,848                              7,848
  Changes in fair value of cash
    flow hedging instruments,
    net of $860 in tax benefits                                         (1,344)                            (1,344)
                                                                                                     -------------
Comprehensive income                                                                                       37,600
                                                                                                     -------------
Cash dividends, $.30 per share                             (8,728)                                         (8,728)
Purchase of 505,146 shares of treasury
  stock                                                                            (10,092)               (10,092)
Issuance of 910,289 shares of treasury
  stock under stock compensation plans           (1,636)   (2,080)                  22,069   (11,432)       6,921
Other                                             1,636                             (1,483)    4,805        4,958
------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001          $ 37,907    $     - $ 372,164      $ 3,710  $ (203,539)  $(8,218)   $ 202,024
==================================================================================================================
<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

                                      -F16-

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Consolidation

         The consolidated financial statements include the financial statements
of John H. Harland Company and its majority-owned subsidiaries (the "Company").
Intercompany balances and transactions have been eliminated.

Use of Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Cash Equivalents

         The Company considers all highly liquid debt instruments with a
maturity, when purchased, of three months or less to be cash equivalents.

Inventories

         Inventories are stated at the lower of cost or market. Cost of
inventory for checks and related forms is determined by average costing. Cost of
scannable forms and hardware component parts inventories is determined by the
first-in, first-out method. Cost of data entry terminals is determined by the
specific identification method.

Impairment of Long-Lived Assets

         Assets held for disposal are carried at the lower of carrying amount or
fair value, less estimated cost to sell such assets in accordance with Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Company
reviews long-lived assets and certain intangibles for impairment when events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable and any impairment losses are reported in the period in which the
recognition criteria are first applied based on the fair value of the asset (see
Note 3).

Investments

         The Company classifies all of its investments as available-for-sale
securities. Such investments consist primarily of U.S. corporate securities and
other equity interests which are stated at market value, with unrealized gains
and losses on such investments reflected, net of tax, as other comprehensive
income in shareholders' equity. Realized gains and losses on investments are
included in earnings and are derived using the specific identification method.
In September 2001, the Company determined that the decline in market value of
Netzee, Inc. ("Netzee") was other than temporary. Accordingly, the Company's
investment in Netzee was written down resulting in a recognized loss of $7.8
million. The following is a summary of investments at December 31, 2001 and 2000
(in thousands):
<TABLE>
<CAPTION>

                                 Available-for-sale securities
                                 -----------------------------
                                    Cost         Market Value
--------------------------------------------------------------
<S>                               <C>                <C>
2001
Corporate equity securities       $ 2,174            $ 7,019
Other equity investments              409                877
--------------------------------------------------------------
Total                               2,583              7,896
==============================================================
2000
Corporate equity securities        10,021             14,829
Other equity investments              597              1,911
--------------------------------------------------------------
Total                             $10,618            $16,740
==============================================================
</TABLE>

                                      -F17-

<PAGE>

Goodwill and Other Intangibles

         In June 2001, the Financial Accounting Standards Board issued Statement
No. 141, "Business Combinations" ("SFAS 141") and Statement No. 142, "Goodwill
and Other Intangibles" ("SFAS 142") which address, among other things,
accounting for goodwill and other intangibles. On July 1, 2001, the Company
adopted SFAS 141 and adopted the portions of SFAS 142 that were effective for
goodwill and intangible assets acquired after June 30, 2001. See the New
Accounting Standards section of Note 1 regarding the impact of the adoption of
SFAS 142.

         Goodwill represents the excess of acquisition costs over the fair value
of net assets of businesses acquired. Other intangible assets consist primarily
of purchased customer lists and noncompete covenants that were acquired in
business combinations. Goodwill acquired prior to July 1, 2001 is amortized on a
straight-line basis over periods from 11 to 40 years. Other intangible assets
are amortized on a straight-line basis over periods ranging from two to eight
years. Amortization periods of intangible assets are periodically reviewed to
determine whether events or circumstances warrant revision to estimated useful
lives. Carrying values of goodwill and other intangibles are periodically
reviewed to assess recoverability based on expectations of undiscounted cash
flows and operating income for each related business unit. Impairments are
recognized in operating results if a permanent diminution in value is indicated
(see Note 3).

Refundable Contract Payments

         Certain contracts with the Company's customers involve up-front
payments to the customer. These payments are amortized as a reduction of sales
over the life of the related contract and are refundable from the customer if
the contract is terminated.

Property, Plant and Equipment

         Property, plant and equipment are carried at cost. Depreciation of
buildings is computed primarily by the declining balance method. Depreciation of
equipment, furniture and fixtures is calculated by the straight-line or
sum-of-the-years digits method. Leasehold improvements are amortized by the
straight-line method over the life of the lease or the life of the property,
whichever is shorter. The Company capitalizes the qualifying costs of software
developed or obtained for internal use. Depreciation is computed for internal
use software by using the straight-line method over three to five years.

Revenue Recognition

         Sales of products and services are recorded based on shipment of
products or performance of services. Revenue from maintenance contracts is
deferred and recognized over the period of the agreements. Revenue from
licensing of software with no follow-on obligations on the part of the Company
is recognized upon delivery. Revenue from licensing of software under
usage-based contracts is recognized ratably over the term of the agreement or on
actual usage basis. Revenue from licensing of software under term license
agreements is recognized ratably over the term of the agreement. Revenue from
licensing of software with standard installation and training is recognized upon
delivery of the licenses. Revenue from installation and training services is
recognized upon completion of those services. Revenue from licensing of software
with significant amounts of tailoring and/or customization is recognized on a
percentage of completion basis as the services are performed. Estimates of
efforts to complete a project are used in the percentage of completion
calculation. Due to the uncertainties inherent in these estimates, actual
results could differ from those estimates. If the license agreement obligates
the Company to provide post-contract support ("PCS") at no additional cost to
the customer, the revenue related to PCS, which is based on prices charged when
sold separately from the software, is recognized ratably over the support
period.

                                      -F18-

<PAGE>

Stock-Based Compensation

         The Company applies Accounting Principles Board Opinion No. 25 and
related interpretations in accounting for its stock-based compensation plans
and applies the disclosure-only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). The
related disclosures are presented in Note 7.

Earnings Per Common Share

         Earnings per common share for all periods have been computed under the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per
Share." The net income used in the calculation of diluted earnings per common
share is adjusted for the effect of the interest on the conversion of
subordinated debt. The net income used for the calculation of diluted earnings
per common share for 2001, 2000 and 1999 was $39,143,000, $28,968,000 and
$42,958,000, respectively. The average number of common shares used in the
calculation of basic earnings per common share for 2001, 2000 and 1999 was
29,073,406, 28,468,887 and 30,637,619, respectively. The average number of
common shares and dilutive potential common shares used in the calculation of
diluted earnings per common share for 2001, 2000 and 1999 was 29,984,345,
28,831,637 and 31,261,483, respectively. Dilutive potential common shares that
were not included in the calculation of diluted earnings per share for 2001,
2000 and 1999 were 151,000, 1,011,000, and 615,000, respectively, because they
were anti-dilutive. The dilutive potential common shares relate to options under
stock compensation plans and the effect of the conversion of subordinated debt.

Software and Other Development Costs

         The Company expenses research and development costs, including
expenditures related to development of software that does not qualify for
capitalization.

         The Company accounts for costs to develop or obtain computer software
for internal use in accordance with Accounting Standards Executive Committee
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" which requires certain costs to be
capitalized.

         Software development costs incurred prior to the establishment of
technological feasibility are expensed as incurred. Software development costs
incurred after the technological feasibility of the subject software product has
been established are capitalized in accordance with SFAS 86, "Accounting for the
Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed."
Capitalized software development costs are amortized on a product-by-product
basis using the estimated economic life of the product on a straight-line basis
over three to four years. Unamortized software development costs in excess of
estimated future net revenues from a particular product are written down to
estimated net realizable value.

Income Taxes

         The Company recognizes a liability or asset for the deferred tax
consequences of temporary differences between financial statement and tax bases
of assets and liabilities.

Risk Management Contracts

         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"), as amended by Statements No. 137 and No. 138, which provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. SFAS 133, as amended, requires all
derivative instruments to be recognized in the balance sheet at fair value, and
changes in the fair values of such instruments must be recognized currently in
earnings unless specific hedge accounting criteria are met.

                                      -F19-

<PAGE>

         The Company uses derivative instruments to manage interest rate risk.
On the date an interest rate derivative contract is entered into, the Company
designates the derivative as either a fair value hedge or a cash flow hedge.
Changes in derivative fair values that are designated as fair value hedges are
recognized in earnings as offsets to the changes in fair value of related hedged
assets, liabilities and firm commitments. Changes in the derivative fair values
that are designated as cash flow hedges are deferred and recorded as a component
of accumulated other comprehensive income until the hedged transactions occur
and are recognized in earnings. The Company's derivative instruments used to
manage interest rate risk are considered highly effective. If the hedging
derivatives would be considered ineffective, the change in fair value would be
immediately recognized in earnings. Derivatives that are executed for risk
management purposes but not designated as hedges under SFAS 133, as amended, are
recorded at their market value and recognized in current earnings.

         The Company formally documents the relationship between hedging
instruments and the hedged items, as well as its risk-management objectives and
strategy for undertaking various hedge transactions. The Company links all
hedges that are designated as fair value hedges to specific assets or
liabilities on the balance sheet or to specific firm commitments. The Company
links all hedges that are designated as cash flow hedges to forecasted
transactions or to floating-rate liabilities on the balance sheet. The Company
also assesses, both at the inception of the hedge and on an on-going basis,
whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair values or cash flows of hedged items.
Should it be determined that a derivative is not highly effective as a hedge,
the Company will discontinue hedge accounting prospectively.

         The Company adopted SFAS 133, as amended, on January 1, 2001. Adoption
of these pronouncements has not had a material effect on the Company's financial
position or results of operations. In 2001, the Company recorded the change in
value related to cash flow hedges to other comprehensive income which was not
material. In 2001, the Company did not have any hedging instruments that were
designated as fair value hedges.

New Accounting Standards

         In June 2001, the Financial Accounting Standards Board issued SFAS 141
and SFAS 142 (see Goodwill and Intangibles section of Note 1). SFAS 141
addresses financial accounting and reporting for business combinations. Under
SFAS 141, all business combinations after June 30, 2001 are to be accounted for
using the purchase method of accounting. Under SFAS 142, goodwill and intangible
assets with indefinite lives are no longer amortized but are tested at least
annually for impairment. Separable intangible assets with defined lives will
continue to be amortized over their useful lives. The provisions of SFAS 142
apply to goodwill and intangible assets recognized on the Company's financial
statements on January 1, 2002 and thereafter. In 2001, amortization of goodwill
totaled $11.2 million, most of which was non-deductible for tax purposes. The
Company has not yet assessed the other financial statement impact of adopting
SFAS 142. The Company has engaged a third party for valuations of the businesses
which have associated goodwill balances and will determine whether an impairment
exists by June 30, 2002.

         In August 2001, the Financial Accounting Standards Board issued
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144") which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. SFAS 144 will be effective for the
Company beginning January 1, 2002. The Company does not believe the adoption of
SFAS 144 will have a material effect on the Company's financial position or
results of operations.

Reclassifications

         Certain reclassifications have been made in the 1999 and 2000 financial
statements and notes to financial statements to conform to the 2001
classifications.

                                      -F20-

<PAGE>

2. Acquisitions

         In March 2001, the Company's Scantron subsidiary acquired ImTran, Inc.
("ImTran"). ImTran was a data collection and document capture solutions firm
specializing in automated data collection and document imaging. In October 2001,
the Company's Printed Products segment acquired the assets of DocuPrint,
Incorporated ("DocuPrint"). DocuPrint produced forms for major financial
institutions. Also in October 2001, the Company's Scantron subsidiary acquired
substantially all the assets of the Scanning Systems division of Associated
Business Products, Inc., a subsidiary of Global DocuGraphix, Inc. for
approximately $6.0 million in cash.

         The assets acquired through acquisitions in 2001 totaled $7.5 million.
Of the total acquisition costs, $5.7 million was allocated to goodwill in the
Scantron segment. Most of the goodwill was acquired after July 1, 2001 and was
assigned an indefinite life. All consideration was paid in cash that was funded
with proceeds from the Company's credit facility.

         On August 23, 2000, the Company completed a cash tender offer for all
of the outstanding common stock of Concentrex. The acquired operations provided
technology-powered solutions to deliver financial services, including a broad
range of traditional software and services to over 5,000 financial institutions
of all types and sizes in the United States.

         Consideration totaled $146.9 million of which approximately $100.0
million was funded from a credit facility obtained by the Company (see Note 4).

         The acquisition costs were allocated on the basis of the estimated fair
market values of the assets acquired and liabilities assumed. Acquisition costs
were allocated as follows and are being amortized on a straight-line basis over
the useful life indicated below (in thousands):
<TABLE>
<CAPTION>

                                                               Useful Life
                                                     Value      In Years
--------------------------------------------------------------------------
<S>                                               <C>              <C>
Tangible net assets acquired                      $  17,555         -
Goodwill                                             88,895        11
Other intangible assets                              10,668         7
Software                                             13,274         4
Net assets held for sale                              8,242         -
In-process research and development                   8,248         -
--------------------------------------------------------------------------
Total                                             $ 146,882
==========================================================================
</TABLE>

         As part of the acquisition, the Company acquired in-process research
and development costs of $8.2 million, which were expensed at acquisition, and
which represented the fair value of certain acquired research and development
projects that were determined to have not reached technological feasibility.

         A portion of the acquisition costs was allocated to the net realizable
value of certain assets of the acquired operation's online banking and
electronic payments business which the Company identified as a business held for
sale. In November 2000, these assets, which totaled $8.2 million, were sold to
Netzee in exchange for Netzee common stock. The Company also extended a $5.0
million line of credit to Netzee of which $3.0 million and $5.0 million were
outstanding at December 31, 2001 and December 31, 2000, respectively. In
September 2001, the Company determined that the decline in market value of its
investment in Netzee was other than temporary and the investment was written
down to its market value, resulting in a recognized loss before income taxes of
$7.8 million.

         All acquisitions were accounted for using the purchase method of
accounting and, accordingly, the results of operations of each have been
included in the Company's consolidated financial statements from the date of
acquisition.

                                      -F21-

<PAGE>

         The following unaudited pro forma summary presents information as if
the Concentrex acquisition occurred at the beginning of the respective year in
which the assets were acquired as well as the beginning of the immediately
preceding year (in thousands, except per share amounts):
<TABLE>
<CAPTION>

                                                     2000         1999
-------------------------------------------------------------------------
<S>                                               <C>          <C>
Net sales                                         $ 786,682    $ 809,082
Net income                                        $  13,982    $  12,661
Earnings per common share:
  Basic                                           $     .49    $     .41
  Diluted                                         $     .49    $     .40

</TABLE>

         The unaudited pro forma summary includes adjustments related to the
purchase of 100% of the common stock of ULTRADATA Corporation by Concentrex in
1999. The pro forma summary includes adjustments which remove the operating
results of the business held for sale and certain other adjustments, primarily
increased amortization of intangible assets, increased interest expense and
reduced interest income. Pro forma results also include the write-off of
acquired in-process research and development costs of $8.2 million and $18.5
million for the years ended December 31, 2000, and 1999, respectively.

         The unaudited pro forma financial information presented does not
purport to be indicative of either the results of operations that would have
occurred had the acquisitions taken place at the beginning of the periods
presented or of future results.

         Goodwill and other intangible assets acquired in acquisitions consist
of the following as of December 31 (in thousands):
<TABLE>
<CAPTION>

                                                     2001         2000
-------------------------------------------------------------------------
<S>                                               <C>          <C>
Goodwill                                          $ 206,223    $ 208,631
Non-compete covenants                                30,100       30,100
Customer lists                                       23,510       23,510
-------------------------------------------------------------------------
Total                                               259,833      262,241
Less accumulated amortization                       125,112      119,281
-------------------------------------------------------------------------
Total                                             $ 134,721    $ 142,960
=========================================================================
</TABLE>

3. Restructuring Charge

         In the fourth quarter of 2000, the Company recorded a restructuring
charge of $14.5 million which was primarily for impairment of intangible assets
and severance costs.

         The impairment of intangibles was a result of the Company's examination
during that quarter of the long-term viability of product offerings in two of
its software operations. Subsequent to the acquisition of Concentrex in August
2000, the Company decided to discontinue certain DOS-based product offerings and
migrate current customers to similar Concentrex product offerings or to a
web-based product currently in development. As a result of this decision, the
remaining intangibles associated with these products were written off. Due to
lower than anticipated sales of a new version of an existing product released in
late 1999, the Company revised the long-term prospects of another of its
software operations. The revision of expectations required an adjustment of the
carrying value of the operation's long-term assets to the calculated value based
on discounted projected cash flows. The impairment charges for these two actions
had a total pre-tax impact of $9.4 million, or $7.9 million after tax.
Restructuring charges by operating segment are presented in Note 12.

         The severance costs resulted primarily from a reorganization of the
Company into three distinct segments. In connection with the reorganization
during the fourth quarter of 2000, the Company eliminated approximately 145
positions, which resulted in a pre-tax charge of $4.3 million, or $2.6 million
after tax.

                                      -F22-

<PAGE>


         The cash and noncash elements of the restructuring charge for each of
the years ended December 31, 2001, 2000 and 1999, as well as the beginning and
ending balances of accrued restructuring costs, consisted of the following
components (in thousands):
<TABLE>
<CAPTION>

                                                    Utilized
                    Beginning  Restructuring  --------------------     Ending
                     Balance        Charge     Cash       Non-Cash     Balance
-------------------------------------------------------------------------------
<S>                  <C>        <C>          <C>            <C>        <C>
1999
Employee severance   $ 6,669    $      -     $ (6,226)      $    -     $   443
Other                  2,390           -       (1,460)        (135)        795
-------------------------------------------------------------------------------
Total                  9,059           -       (7,686)        (135)      1,238
===============================================================================

2000
Write-down of
  intangible and
  other assets             -       9,417            -       (9,417)          -
Employee severance       443       4,334       (1,662)           -       3,115
Other                    795         700         (614)        (700)        181
-------------------------------------------------------------------------------
Total                  1,238      14,451       (2,276)     (10,117)      3,296
===============================================================================

2001
Employee severance     3,115           -       (2,982)         (87)         46
Other                    181           -         (125)           -          56
-------------------------------------------------------------------------------
Total                $ 3,296    $      -     $ (3,107)      $  (87)    $   102
===============================================================================
</TABLE>

4. Long-Term Debt
<TABLE>
<CAPTION>

         Long-term debt consisted of the following as of December 31, 2001 and
2000 (in thousands):

                                                      2001          2000
-------------------------------------------------------------------------
<S>                                              <C>           <C>
Revolving Credit Facility                        $ 124,000     $ 185,000
Convertible Subordinated Debentures, net of
  unamortized issuance costs of $0
  and $132,000                                           -         6,444
Other                                                  173           894
-------------------------------------------------------------------------
Total                                              124,173       192,338
Less current portion                                    55           721
-------------------------------------------------------------------------
Long-term debt                                   $ 124,118     $ 191,617
=========================================================================
</TABLE>

         The Company has a revolving credit facility (the "Credit Facility")
with a syndicate of banks in an amount of $325.0 million. The Credit Facility
matures in 2004 and may be used for general corporate purposes, including
acquisitions, and includes both direct borrowings and letters of credit. The
Credit Facility is unsecured and the Company presently pays a commitment fee of
0.175% on the unused amount of the Credit Facility. Borrowings under the Credit
Facility bear interest, at the Company's option, on the following indices (plus
a margin as defined): the Federal Funds Rate, the SunTrust Bank Base Rate or
LIBOR. The Credit Facility has certain financial covenants including leverage,
fixed charge and minimum net worth tests. The Credit Facility also has
restrictions that limit the Company's ability to incur additional indebtedness,
grant security interests or sell its assets beyond certain amounts.

         At December 31, 2001, the Credit Facility consisted of $124.0 million
in outstanding cash borrowings, $4.4 million in outstanding letters of credit
and $196.6 million available for borrowing. In addition to the outstanding
letters of credit, the Company has outstanding a surety bond in the amount of
$1.1 million issued by an insurance company that covers certain insurance
obligations. The average interest rate in effect on outstanding cash borrowings
at December 31, 2001, including the effect of the Company's interest rate
hedging program (see Note 10), was 5.15%.

                                      -F23-

<PAGE>

         The Company's 6.75% Convertible Subordinated Debentures ("the
Debentures") were redeemed at par in August 2001. At December 31, 2001, there
were no outstanding amounts under the Debentures. Prior to being redeemed, the
Debentures were convertible into common stock of the Company at any time at a
conversion price of $25.17 per share.

         Other long-term debt relates to other miscellaneous obligations. At
December 31, 2001, the Company believes it was in compliance with the covenants
associated with all debt instruments.

         Annual maturities of long-term debt are $0.1 million in 2002, $0.1
million in 2003 and $124.0 million in 2004.

5. Income Taxes

         The income tax provision for the years ended December 31, 2001, 2000
and 1999 consisted of the following (in thousands):
<TABLE>
<CAPTION>

                                           2001         2000        1999
-------------------------------------------------------------------------
<S>                                     <C>          <C>         <C>
Current:
  Federal                               $ 25,747     $  7,225    $ 17,400
  State                                    3,926        2,475       3,335
-------------------------------------------------------------------------
Total                                     29,673        9,700      20,735
-------------------------------------------------------------------------
Deferred:
  Federal                                  2,119       13,302       4,213
  State                                       55        2,565         827
-------------------------------------------------------------------------
Total                                      2,174       15,867       5,040
-------------------------------------------------------------------------
Total                                   $ 31,847     $ 25,567    $ 25,775
=========================================================================
</TABLE>

         The tax effects of significant items comprising the Company's net
deferred tax assets as of December 31 were as follows (in thousands):
<TABLE>
<CAPTION>

                                                         2001        2000
---------------------------------------------------------------------------
<S>                                                  <C>         <C>
Current deferred tax asset:
  Accrued vacation                                   $  3,157    $  2,315
  Deferred revenue                                        360         646
  Accrued liabilities                                   6,637       4,679
  Benefit of net operating loss carryforwards           8,629       2,664
  Allowance for doubtful accounts                       1,917       4,182
  Other                                                 4,921       4,731
--------------------------------------------------------------------------
Total                                                  25,621      19,217
--------------------------------------------------------------------------
Non-current deferred tax asset (liability):
  Difference between book and tax basis
     of property                                      (11,269)     (9,208)
  Deferred revenue                                      2,040       1,213
  Deferred compensation                                 2,476       1,798
  Postretirement benefit obligation                     5,348       4,333
  Capital loss carryforward                            24,595      20,625
  Unrealized (gain) loss on investments                   406        (718)
  Acquisitions and restructuring reserves                 532       3,293
  Benefit of net operating loss carryforwards           5,260       5,773
  Other                                                 3,305       3,504
--------------------------------------------------------------------------
Total                                                  32,693      30,613
Valuation allowance                                   (26,089)    (23,999)
--------------------------------------------------------------------------
Net deferred tax asset                               $ 32,225    $ 25,831
==========================================================================
</TABLE>

                                      -F24-

<PAGE>

         During 2001, the Company utilized approximately $1.7 million of capital
loss recognized in a prior year to offset unrealized capital gains associated
with investments.

         The Company has established a valuation allowance for certain net
operating loss and capital loss carryforwards. Management believes that, based
on a number of factors, the available objective evidence creates uncertainty
regarding the recoverability of these carryforwards. The valuation adjustment
increased in 2001 due to the Company recording an impairment charge on
investments thereby reducing the utilization of loss carryforwards.
Additionally, the Company has recorded a valuation allowance of $8.9 million
related to certain deferred tax assets acquired from Concentrex.

         The following reconciles the income tax provision (benefit) at the U.S.
federal income tax statutory rate to that in the financial statements (in
thousands):
<TABLE>
<CAPTION>

                                      2001           2000          1999
-------------------------------------------------------------------------
<S>                                <C>            <C>            <C>
Statutory rate                     $ 24,787       $ 18,992       $ 23,994
State and local income taxes, net
  of Federal income tax benefit       2,669          3,453          2,710
Non-deductible goodwill
  amortization                        3,156          3,326            448
Other comprehensive items                 -         (4,942)         6,625
Loss from benefits subsidiary             -              -        (25,261)
Change in valuation allowance         1,789          3,168         17,457
In-process research and development
  costs                                   -          2,887              -
Benefits from tax credits              (441)        (1,078)             -
Other - net                            (113)          (239)          (198)
--------------------------------------------------------------------------
Income tax provision               $ 31,847       $ 25,567       $ 25,775
==========================================================================
</TABLE>

6. Shareholders' Equity

         In 2001, the Company purchased 60,000 shares of common stock for $1.0
million to complete a 1999 authorization to purchase up to 3.1 million shares of
the Company's outstanding common stock. Including the purchases made in 2000 and
1999, the Company repurchased 3,100,000 shares for $57.5 million under this
authorization. In 2000, the Board of Directors approved an extension of this
program to include up to an additional 2.9 million shares of common stock. As of
December 31, 2001, 445,146 shares of common stock were purchased for $9.1
million under the additional authorization. The funding of stock purchases came
from internally generated cash. The Company issued 980,236 shares and 295,834
shares of treasury stock under its stock compensation plans for the years ended
2001 and 2000 respectively.

         In 1999, the Company renewed its Shareholder Rights Agreement. The
rights were distributed as a dividend at the rate of one right for each share of
common stock of the Company held by shareholders of record. Each right entitles
shareholders to buy, upon occurrence of certain events, one share of common
stock for $90.00. The rights generally will be exercisable only if a person or
group acquires beneficial ownership of 15% or more of the Company's common
stock, or commences a tender or exchange offer that, upon consummation, would
result in a person or group owning 30% or more of the Company's common stock.
Under certain circumstances the rights are redeemable at a price of $.001 per
right. The rights expire on July 5, 2009.

7. Stock Compensation Plans

         Under the Company's Employee Stock Purchase Plan ("ESPP"), the Company
is authorized to issue up to 5,100,000 shares of common stock to its employees,
most of whom are eligible to participate. Under the ESPP, eligible employees may
exercise an option to purchase shares of Company stock through payroll
deductions. The option price is 85% of the lower of the beginning-of-quarter or
end-of-quarter market price. During 2001, 2000 and 1999, employees exercised
options to purchase 116,450, 148,415 and 155,413 shares, respectively. Options
granted under the ESPP were at prices ranging from $12.03 to $18.62 in 2001,
$11.98 to $12.75 in 2000 and $10.81 to $16.60 in 1999. At December 31, 2001,
there were 751,318 shares of common stock reserved for purchase under the ESPP.

                                      -F25-

<PAGE>

         Under the Company's 1999 Stock Option Plan, the Company may grant stock
options to key employees to purchase shares of Company stock at no less than the
fair market value of the stock on the date of the grant or issue restricted
stock to such employees. The Company is authorized to issue up to 2,000,000
shares of common stock under the plan. Stock options have a maximum life of ten
years and generally vest ratably over a five-year period beginning on the first
anniversary date of the grant. Upon adoption of the 1999 plan, the Company
terminated a previous plan except for options outstanding thereunder. Options
granted under such plan are generally exercisable ratably over a five-year
period beginning on the first anniversary of the date of grant, and have a
maximum life of ten years. Certain options granted in 1998 and 1999 vest per
specified schedules beginning one to five years from the date of the grant.

         In 2000, the Company adopted the 2000 Stock Option Plan which
authorizes shares for issuance through stock options and grants of restricted
stock. In 2001, the Company's Board of Directors approved an amendment to the
2000 Plan increasing the shares authorized for issuance to a total of 3,000,000
shares. The 2000 Plan is substantially similar to the 1999 Plan, except that the
Company's executive officers are ineligible to receive options or stock grants
thereunder. As of December 31, 2001, there were 5,285,922 shares of common stock
reserved for issuance under these stock option plans.

         Restricted stock grants generally vest over a period of five years,
subject to earlier vesting if the Company's common stock outperforms the S&P 500
in two of three consecutive years. Unearned compensation is recorded at the date
of the award based on the market value of shares issued and is amortized over
the period of restriction. The certificates covering the restricted stock are
held by the Company, but such shares are deemed to be outstanding for all other
purposes. The shares have all the rights of other shares of common stock,
subject to certain restrictions. The restricted stock is generally forfeited if
the employee is terminated for any reason prior to the lapse in restrictions,
other than death or disability.

         In February 2001, the Company effected a voluntary program allowing
certain officers to exchange certain options for a grant of restricted stock.
Options to purchase 840,000 shares with a weighted average exercise price of
$24.09 were exchanged for 295,905 shares of restricted stock. At the same time,
an additional 105,500 shares of restricted stock were granted to such officers
as part of an annual grant. These shares of restricted stock vest to the extent
of one third of the grant when the closing stock price reaches at least $22.50
per share for ten consecutive trading days and two thirds of the grant vest when
the closing stock price similarly reaches at least $27.00 per share. In any
event, such shares vest after five years. In August 2001, the vesting conditions
for one third of these shares were met.

         In 1998, the Board of Directors granted 50,000 restricted shares of the
Company's common stock to the Company's chief executive officer. Of this amount,
39,596 shares were immediately issued with the remainder issued in 1999. The
restrictions expired as to 25,000 shares in October 2001 and restrictions expire
as to 12,500 shares in October 2002 and October 2003, respectively. All
restricted stock granted to the Company's chief executive officer vests in the
event of termination of employment without cause.

                                      -F26-

<PAGE>

         A summary of option transactions during the three years ended December
31, 2001, follows:
<TABLE>
<CAPTION>
                                                               Weighted
                                                                Average
                                                               Exercise
                                              Shares              Price
-------------------------------------------------------------------------
<S>                                         <C>               <C>
Outstanding - December 31, 1998             3,280,000         $    19.16
  Options granted                           1,039,000              20.52
  Options canceled                           (771,050)             22.34
  Options exercised                            (7,950)             16.92
-------------------------------------------------------------------------
Outstanding - December 31, 1999             3,540,000              18.87
  Options granted                           1,549,250              14.50
  Options canceled                           (552,400)             18.28
  Options exercised                           (35,200)             14.20
-------------------------------------------------------------------------
Outstanding - December 31, 2000             4,501,650              17.47
  Options granted                             627,500              14.32
  Options canceled                         (1,319,950)             21.91
  Options exercised                          (372,601)             18.85
-------------------------------------------------------------------------
Outstanding - December 31, 2001             3,436,599         $    16.36
=========================================================================
</TABLE>

         The following table summarizes information pertaining to options
outstanding and exercisable as of December 31, 2001:
<TABLE>
<CAPTION>

Options Outstanding
-------------------------------------------------------------------------
                                              Weighted           Weighted
                                               Average            Average
Range of                                     Contractual         Exercise
Exercise Prices             Options          Life(Years)            Price
-------------------------------------------------------------------------
<S>                        <C>                 <C>            <C>
$12.75 to $13.94           1,494,949           7.69           $    13.64
$14.31 to $15.44             825,950           8.18                15.14
$16.19 to $20.00             484,200           7.35                19.10
$20.06 to $24.03             566,500           8.62                21.22
$31.88 to $31.88              65,000           4.79                31.88
-------------------------------------------------------------------------
Total                      3,436,599           7.86           $    16.36
=========================================================================
</TABLE>
<TABLE>
<CAPTION>

Options Exercisable
-------------------------------------------------------------------------
                                                                 Weighted
                                                                  Average
Range of                                                         Exercise
Exercise Prices             Options                                 Price
-------------------------------------------------------------------------
<S>                          <C>                              <C>
$12.75 to $13.94             644,749                          $    13.50
$14.31 to $15.44             130,450                               15.08
$16.19 to $20.00             218,500                               19.64
$20.06 to $24.03             109,400                               21.94
$31.88 to $31.88              65,000                               31.88
-------------------------------------------------------------------------
Total                      1,168,099                          $    16.64
=========================================================================
</TABLE>

                                      -F27-

<PAGE>
<TABLE>
<CAPTION>
         A summary of restricted stock transactions during the three years ended
December 31, 2001, follows:
                                                                 Weighted
                                                                  Average
                                              Shares                Price
-------------------------------------------------------------------------
<S>                                          <C>              <C>
Outstanding - December 31, 1998                39,596         $    12.75
  Restricted stock issued                      10,404              12.75
-------------------------------------------------------------------------
Outstanding - December 31, 1999                50,000              12.75
  Restricted stock issued                     111,400              14.98
  Restrictions lifted                          (2,500)             15.38
  Restricted stock forfeited                   (4,500)             15.38
-------------------------------------------------------------------------
Outstanding - December 31, 2000               154,400              14.24
  Restricted stock issued                     501,055              23.04
  Restrictions lifted                        (158,800)             22.36
  Restricted stock forfeited                   (7,700)             15.18
-------------------------------------------------------------------------
Outstanding - December 31, 2001               488,955         $    20.61
=========================================================================
</TABLE>

         The Company has a deferred compensation plan for its non-employee
directors covering a maximum of 200,000 shares. At December 31, 2001 and 2000,
there were 87,854 and 62,329 shares, respectively, reserved for issuance under
the Plan.

         For the years ending December 31, 2001, 2000 and 1999, the Company
recognized expense related to stock-based compensation of $5,318,000, $788,000
and $601,000, respectively. Had compensation cost for the Company's stock-based
compensation plans been determined based on the fair value at the grant dates
consistent with the method of SFAS 123, the Company's net income and earnings
per share would have changed to the pro forma amounts listed below (in
thousands, except per share amounts):
<TABLE>
<CAPTION>
                                         2001         2000         1999
-------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>
Net income:
  As reported                         $ 38,974     $ 28,697     $ 42,684
  Pro forma                           $ 37,721     $ 25,093     $ 40,038
Earnings
 per common share:
  As reported
     Basic                            $   1.34     $   1.01     $   1.39
     Diluted                          $   1.31     $   1.00     $   1.37
  Pro forma
     Basic                            $   1.30     $    .88     $   1.31
     Diluted                          $   1.26     $    .87     $   1.29
</TABLE>

         Pro forma compensation costs associated with options granted under the
ESPP is estimated based on the discount from market value. The following
presents the estimated weighted average fair value of options granted and the
weighted average assumptions used under the Black-Scholes option pricing model
for each of the years ended December 31, 2001, 2000 and 1999:
<TABLE>
<CAPTION>
                                    2001         2000         1999
-------------------------------------------------------------------
<S>                                <C>          <C>          <C>
Fair value per option              $7.65        $5.91        $6.48

Weighted average assumptions:
  Dividend yield                     1.6%         2.1%         1.5%
  Expected volatility               33.2%        34.7%        29.6%
  Risk-free interest rate            5.0%         6.0%         5.4%
  Expected life (years)              8.5          8.2          8.7
</TABLE>

8. Employee Retirement and Savings Plans

         The Company's Master 401(k) Plan and Trust ("401(k) plan") is a defined
contribution 401(k) plan with an employer match covering any employee of the
Company or a participating affiliate. Participants may contribute on a pretax
and after-tax basis, subject to maximum IRS limits and not exceeding 17% of
annual compensation. The Company matches employee contributions $0.50 for every
dollar up to a maximum Company-matching contribution of 3% of qualified annual
compensation. The Company recognized matching contributions to the 401(k) plan
of $3.3 million in 2001, $3.9 million in 2000, and $3.4 million in 1999.
Additional contributions may be made from accumulated and/or current net
profits. In 2001, an additional contribution to the 401(k) plan of $1.0 million
was recognized by the Company.

                                      -F28-

<PAGE>

         The Company has a non-qualifying deferred compensation plan similar to
the 401(k) plan. This plan provides an opportunity for eligible employees to
contribute additional amounts for retirement savings once they have reached the
maximum contribution amount in the 401(k) plan. The Company's contributions to
this plan during 2001, 2000 and 1999 were not significant.

         The Company has unfunded deferred compensation agreements with certain
officers. The present value of cash benefits payable under the agreements is
being provided over the periods of active employment and totaled $3.8 million at
December 31, 2001 and 2000. The charge to expense for these agreements is not
significant.

9. Postretirement Benefits

         The Company sponsors two defined postretirement benefit plans that
cover qualifying salaried and nonsalaried employees. One plan provides health
care benefits and the other provides life insurance benefits. The medical plan
is contributory and contributions are adjusted annually based on actual claims
experience. The Company's intent is that the retirees provide the majority of
the actual cost of providing the medical plan. The life insurance plan is
noncontributory. Neither plan is funded.

         As of December 31, 2001 and 2000, the accumulated postretirement
benefit obligation ("APBO") under such plans was $20.8 million and $17.9
million, respectively. The following table reconciles the plans' beginning and
ending balances of the APBO and reconciles the plans' status to the accrued
postretirement health care and life insurance liability reflected on the balance
sheet as of December 31 (in thousands):
<TABLE>
<CAPTION>

                                                  2001          2000
----------------------------------------------------------------------
<S>                                            <C>           <C>
APBO as of January 1:
  Retirees                                     $ 10,641      $ 10,135
  Fully eligible participants                     7,308         5,473
  Other participants                                  -         3,525
----------------------------------------------------------------------
                                                 17,949        19,133
Net Change in APBO:
  Service costs                                       -           360
  Interest costs                                  1,433         1,499
  Benefits paid                                  (1,007)         (602)
  Change in discount rate                         2,384           851
  Plan curtailment                                    -        (3,292)
----------------------------------------------------------------------
Total net change in APBO                          2,810        (1,184)
----------------------------------------------------------------------

APBO as of December 31:
  Retirees                                       17,383        10,641
  Fully eligible participants                     3,376         7,308
----------------------------------------------------------------------
                                                 20,759        17,949
Unrecognized net loss                            (7,776)       (5,617)
----------------------------------------------------------------------
Accrued postretirement cost -
  included in Other Liabilities                $ 12,983      $ 12,332
======================================================================
</TABLE>

                                      -F29-

<PAGE>
<TABLE>
<CAPTION>

         Net periodic postretirement costs ("NPPC") are summarized as follows
(in thousands):

                                          2001        2000        1999
-----------------------------------------------------------------------
<S>                                   <C>         <C>         <C>
Interest on APBO                      $  1,433    $  1,499    $  1,029
Net amortization                           225         504         309
Service costs                                -         360         408
-----------------------------------------------------------------------
Total                                 $  1,658    $  2,363    $  1,746
=======================================================================
</TABLE>

         In 2000, the Company eliminated employer subsidies for all future
retirees except those that have twenty or more years of service as of December
31, 2000 and retire prior to December 31, 2002. During 1999, benefit eligibility
was extended below age fifty-five to any employee with twenty years of service.

         Medical costs were assumed to increase by 15.0% in 2001 and 12.0% in
2002 and increases are projected to decline gradually to 5% in 2008 and to
remain at that level thereafter. Participant contributions were assumed to
increase by 20% in 2001 and 15% in 2002 and increases are projected to decline
gradually to 5% in 2008 and thereafter. The medical cost and participant
contributions trend rate assumptions could have a significant effect on amounts
reported. An increase of 1.0% in the assumed trend rates would have had the
effect of increasing the APBO by $1.6 million and the NPPC by $102,000. A
decrease of 1.0% in the assumed trend rates would have had the effect of
decreasing the APBO by $1.4 million and the NPPC by $88,000. The weighted
average discount rate used in determining the APBO was 7.0% in 2001, 7.5% in
2000 and 8.0% in 1999, and employee earnings were estimated to increase 3.5%
annually until age 65.

         In 1999, the Company transferred its obligations under certain of its
benefits programs to an existing subsidiary to administer. In connection with
the transfer, the Company sold a minority interest in the subsidiary to a third
party benefits management company.

10. FINANCIAL INSTRUMENTS

         The Company's financial instruments include cash and cash equivalents,
investments, receivables, accounts payable, borrowings and interest rate risk
management contracts.

         At December 31, 2001 and 2000, the fair values of cash and cash
equivalents, receivables, accounts payable and short-term debt approximated
carrying values because of the short-term nature of these instruments. The
estimated fair values of other financial instruments subject to fair value
disclosures are determined based on commercial banker estimates or quoted market
prices or rates for the same or similar instruments, and the related carrying
amounts at December 31 are as follows (in thousands):
<TABLE>
<CAPTION>

                              Carrying Value            Fair Value
-------------------------------------------------------------------------
                             2001        2000         2001        2000
-------------------------------------------------------------------------
<S>                      <C>         <C>          <C>          <C>
Investments:
  Long-term              $   7,896   $  16,740    $   7,896    $  16,740
Debt:
  Long-term               (124,118)   (191,617)    (124,116)    (189,912)
Risk management contracts:
  Interest rate swaps       (2,204)          -       (2,204)           -
</TABLE>

         In 2001, the Company entered into interest rate swap agreements to
manage its exposure to interest rate movements by effectively exchanging
floating rate payments for fixed rate payments without the exchange of the
underlying principal. The interest rate swaps are directly matched against U.S.
dollar LIBOR contracts outstanding under the Company's Credit Facility and are
reset quarterly. Both the interest rate swaps and the Credit Facility mature in
2004. The interest rate swaps are structured to amortize on a quarterly basis so

                                      -F30-

<PAGE>

that on a percentage basis, they approximate the Company's forecasted cash
flows. The differential between fixed and variable rates to be paid or received
is accrued as interest rates change in accordance with the agreements and
recognized over the life of the agreements as an adjustment to interest expense.
At December 31, 2001, the notional principal amount of interest rate swaps
outstanding was $98.0 million. The fair value of the swaps is reported on the
balance sheet in other long-term liabilities. The net change in fair value of
the swaps at December 31, 2001 is reported in other comprehensive income. The
swaps are highly effective and no significant amounts for hedge ineffectiveness
were reported in net income during the twelve month period ended December 31,
2001.

         The Company periodically reviews its positions with, and the credit
quality of, the financial institutions that are counterparties to its financial
instruments, and does not anticipate nonperformance by the counterparties. The
Company would not realize a material loss as of December 31, 2001 in the event
of nonperformance by any one counterparty. The Company enters into transactions
only with financial institution counterparties that have a credit rating of A-,
A3 or better as defined by Standard and Poor's or Moody's Investors Service,
respectively. In addition, the Company limits the amount of investment credit
exposure with any one institution.

11. Commitments and Contingencies

         In the ordinary course of business, the Company is subject to various
legal proceedings and claims. The Company believes that the ultimate outcome of
these matters will not have a material effect on its financial statements.

         Total rental expense was $15.8 million in 2001, $13.4 million in 2000
and $11.8 million in 1999. Minimum annual rentals under noncancelable operating
leases at December 31, 2001 are as follows (in thousands):
<TABLE>

<S>                                                           <C>
2002                                                          $ 14,651
2003                                                            11,785
2004                                                             9,761
2005                                                             9,023
2006                                                             7,800
Thereafter                                                      34,542
-----------------------------------------------------------------------
Total                                                         $ 87,562
=======================================================================
</TABLE>

         At December 31, 2001 the Company has committed to purchase
approximately $6.2 million of digital printing equipment.

         In November 2000, in conjunction with the sale of certain assets to
Netzee, the Company extended a guaranty to a financial institution, on behalf of
Netzee, of Automated Clearing House exposures up to an amount not to exceed
$15.0 million. In March 2001, the guaranty was terminated with no liability to
the Company.

12. Business Segments

         The Company operates its business in three segments. The Printed
Products segment ("Printed Products") includes checks and direct marketing
activities marketed primarily to financial institutions. The Software and
Services segment ("Software") is focused on the financial institution market and
includes lending and mortgage origination and closing applications, database
marketing software, host processing applications and business intelligence
solutions. The Scantron segment ("Scantron") represents products and services
sold by the Company's Scantron subsidiary including scanning equipment and
software, scannable forms, survey solutions and field maintenance services.
Scantron sells these products and services to the commercial, financial
institution and education markets.

         The Company's operations are primarily in the United States and Puerto
Rico. There were no significant intersegment sales and no material amounts of
the Company's sales are dependent upon a single customer. Equity investments as

                                      -F31-

<PAGE>

well as foreign assets are not significant to the consolidated results of the
Company. The Company's accounting policies for segments are the same as those
described in Note 1.

         Management evaluates segment performance based on segment income or
loss before income taxes. Segment income or loss includes restructuring charges
and software and other development costs, but excludes interest income, interest
expense and certain other nonoperating gains and losses, all of which are
considered corporate items. Corporate assets consist primarily of cash and cash
equivalents, deferred income taxes, investments and other assets not employed in
production.

         Summarized financial information for 2001, 2000 and 1999 is as follows
(in thousands):
<TABLE>
<CAPTION>
                                   Business Segment
                           ------------------------------
                              Printed Software and
                           Products   Services   Scantron   Corporate &    Consoli-
                                                            Eliminations    dated
-----------------------------------------------------------------------------------
<S>                        <C>        <C>        <C>        <C>          <C>
2001
Net sales                  $ 527,257  $ 121,341  $  95,907  $  (1,302)   $ 743,203
Income (loss)                 89,861       (932)    25,282    (43,390)      70,821
Identifiable assets          239,339    130,581     41,003     56,070      466,993
Depreciation and
  amortization                36,946     17,804      3,981      2,590       61,321
Capital expenditures          42,473      2,097      2,831        102       47,503

2000
Net sales                  $ 567,514  $  60,463  $  93,361  $    (661)   $ 720,677
Restructuring charge           2,074     11,875        502                  14,451
Income (loss)                 94,779    (26,664)    19,502    (33,353)      54,264
Identifiable assets          223,320    166,631     37,952     95,023      522,926
Depreciation and
  amortization                31,193     10,136      4,631      2,502       48,462
Capital expenditures          37,706        991      1,126        651       40,474

1999
Net sales                  $ 577,708  $  27,486  $  97,569  $    (251)   $ 702,512
Income (loss)                 87,618     (3,220)    17,256    (33,195)      68,459
Identifiable assets          210,607     22,315     48,948    109,535      391,405
Depreciation and
  amortization                30,182      3,375      4,787      2,220       40,564
Capital expenditures          18,084      1,457      3,626        627       23,794
</TABLE>

                                      -F32-

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
John H. Harland Company:

         We have audited the consolidated balance sheets of John H. Harland
Company and its subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of income, cash flows and shareholders' equity for each
of the three years in the period ended December 31, 2001. Our audits also
included the financial statement schedule listed in Item 14(a)2. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of John H. Harland Company and
its subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements as a whole, presents fairly, in all material respects the
information set forth therein.




/s/Deloitte & Touche LLP

Deloitte & Touche LLP
Atlanta, Georgia
January 30, 2002

                                      -F33-

<PAGE>


JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

         The financial statements included in this report were prepared by the
Company in conformity with accounting principles generally accepted in the
United States of America consistently applied. Management's best estimates and
judgments were used, where appropriate. Management is responsible for the
integrity of the financial statements and for other financial information
included in this report. The financial statements have been audited by the
Company's independent auditors, Deloitte & Touche LLP. As set forth in their
report, their audits were conducted in accordance with auditing standards
generally accepted in the United States of America and formed the basis for
their opinion on the accompanying financial statements. They consider the
Company's control structure and perform such tests and other procedures as they
deem necessary to express an opinion on the fairness of the financial
statements.

         The Company maintains a control structure which is designed to provide
reasonable assurance that assets are safeguarded and that the financial records
reflect the authorized transactions of the Company. As a part of this process,
the Company has an internal audit function which assists management in
evaluating the adequacy and effectiveness of the control structure.

         The Audit Committee of the Board of Directors is composed of directors
who are neither officers nor employees of the Company. The Committee meets
periodically with management, Internal Audit and the independent auditors to
discuss audit matters, the Company's control structure and financial reporting
matters. Internal Audit and the independent auditors have full and free access
to the Audit Committee.





/s/ Timothy C. Tuff                                  /s/ Charles B. Carden

Timothy C. Tuff                                      Charles B. Carden
Chairman and                                         Vice President and
Chief Executive Officer                              Chief Financial Officer


January 30, 2002

                                      -F34-

<PAGE>
<TABLE>
<CAPTION>


                    JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                 Supplemental Financial Information (Unaudited)
                     (In thousands except per share amounts)

 SELECTED QUARTERLY FINANCIAL DATA, DIVIDENDS PAID AND STOCK PRICE RANGE

                                   ------------ Quarter ended ------------
                              March 30     June 29    September 28  December 31
 -------------------------------------------------------------------------------
<S>                         <C>          <C>          <C>          <C>
2001:
  Net sales                 $ 191,291    $ 187,267    $ 179,563    $ 185,082
  Gross profit                 84,629       84,549       81,682       84,993
  Net income                   10,273       10,937        5,079 (a)   12,685
  Per common share:
    Basic earnings               0.36         0.38         0.17         0.44
    Diluted earnings             0.35         0.36         0.17         0.42
    Dividends paid              0.075        0.075        0.075        0.075
    Stock market price:
      High                      18.73        23.54        24.81        22.43
      Low                       12.94        17.36        18.34        18.88

                                   ------------ Quarter ended ------------
                             March 31     June 30    September 29  December 31
-------------------------------------------------------------------------------
2000:
  Net sales                 $ 176,702    $ 171,691    $ 179,784    $ 192,500
  Gross profit                 67,707       68,764       74,906       82,711
  Net income                   11,522       12,374        4,600 (b)      201 (c)
  Per common share:
    Basic earnings                .41          .44          .16          .01
    Diluted earnings              .40          .43          .16          .01
    Dividends paid               .075         .075         .075         .075
    Stock market price:
      High                      17.95        16.13        15.53        16.65
      Low                       12.06        13.29        11.74        12.25
<FN>

(a)     Third quarter 2001 results include a write-down of the Company's
        investment in Netzee, Inc. of $6.1 million after income taxes (see the
        Investments section of Note 1).
(b)     Third quarter 2000 results include an $8.2 million charge for acquired
        in-process research and development costs related to the acquisition of
        Concentrex Incorporated on August 23, 2000 (see Note 2).
(c)     In the fourth quarter of 2000, the Company recorded restructuring
        charges of $14.5 million, which had an impact of $0.38 per share for the
        period (see Note 3).
</FN>
</TABLE>

<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
                                 ---------- Year ended December 31 ---------
                                2001      2000       1999      1998      1997
-------------------------------------------------------------------------------
<S>                          <C>       <C>        <C>       <C>       <C>
Net sales                    $743,203  $720,677   $702,512  $673,947  $659,954
Net income (loss)              38,974    28,697     42,684   (20,647)   17,296
Total assets                  466,993   522,926    391,405   391,770   426,186
Long-term debt                124,118   191,617    106,446   107,071   109,358
Per common share:
  Basic earnings (loss)          1.34      1.01       1.39      (.66)      .56
  Diluted earnings (loss)        1.31      1.00       1.37      (.66)      .56
  Cash dividends                  .30       .30        .30       .30       .30
Average number of shares
 outstanding:
    Basic                      29,073    28,469     30,638    31,087    30,971
    Diluted                    29,984    28,832     31,261    31,087    31,446
<FN>
  Earnings (loss) per share are calculated based on the weighted average number
of shares outstanding during the applicable period.

  The Company's common stock (symbol: JH) is listed on the New York Stock
Exchange. At December 31, 2001 there were 4,576 shareholders of record.

  See Note 1 regarding an investment write-down in 2001, Note 2 regarding
acquisitions in 2001 and 2000 and Note 3 regarding restructuring charges in
2000.
</FN>
</TABLE>

                                      -F35-

<PAGE>
<TABLE>
<CAPTION>

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(In thousands of dollars)

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

       COLUMN A                     COLUMN B      ---- COLUMN C ----    COLUMN D  COLUMN E

                                    ADDITIONS
                                    BALANCE    CHARGED TO  CHARGED TO              BALANCE
                                  AT BEGINNING  COSTS AND    OTHER                 AT END
    DESCRIPTION                    OF PERIOD    EXPENSES    ACCOUNTS  DEDUCTIONS  OF PERIOD
                                                              (1)         (2)
--------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>          <C>       <C>

Year Ended December 31, 2001

 Allowance for doubtful accounts    $ 4,272     $    606    $   696      $   755   $ 4,819
                                    =======     ========    =======      =======   =======
Year Ended December 31, 2000

 Allowance for doubtful accounts    $ 6,456     $   (867)   $    24      $ 1,341   $ 4,272
                                    =======     ========    =======      =======   =======
Year Ended December 31, 1999

 Allowance for doubtful accounts    $ 6,806     $    788    $   (36)     $ 1,102   $ 6,456
                                    =======     ========    =======      =======   =======

<FN>

Notes:

(1) Represents recovery of previously written-off and credit balance accounts receivable.
(2) Represents write-offs of uncollectible accounts receivable.
</FN>
</TABLE>

                                      -S1-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4_4.txt
<DESCRIPTION>THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
<TEXT>
Exhibit 4.4


                       THIRD AMENDMENT TO CREDIT AGREEMENT


         This THIRD Amendment to CREDIT Agreement dated as of February 25, 2002
(the "Amendment") by and among JOHN H. HARLAND COMPANY, a Georgia corporation
(the "Borrower"), the several banks and other financial institutions from time
to time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as
Administrative Agent for the Lenders (the "Administrative Agent") and as Lead
Arranger, WACHOVIA BANK, N.A., as Syndication Agent (the "Syndication Agent"),
BANK OF AMERICA, N.A., as Documentation Agent (the "Documentation Agent"), FLEET
NATIONAL BANK, as Senior Managing Agent, BNP PARIBAS, as Senior Managing Agent
and FIRST UNION NATIONAL BANK, as Senior Managing Agent (each a "Senior Managing
Agent").

         WHEREAS, the Borrower, the Agent and the Lenders are parties to that
certain Credit Agreement dated as of August 23, 2000, as amended by that certain
First Amendment to Credit Agreement dated as of October 19, 2000, as amended by
that certain Second Amendment to Credit Agreement dated as of February 28, 2001,
by and among the Borrower, the Administrative Agent and the other Lenders (as so
amended, the "Credit Agreement"; all capitalized terms not otherwise defined
herein shall have the meanings set forth in the Credit Agreement), pursuant to
which the Lenders have made available certain financial accommodations to the
Borrower;

         WHEREAS, the parties wish to amend the Credit Agreement to, among other
things, modify the definition of "Permitted Acquisitions", but only on the terms
and conditions contained herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree as follows:

         Section 1.  Amendments.
                     ----------

         (a) The Credit Agreement is hereby amended by deleting the definition
of "Permitted Acquisitions" from Section 1.01 and substituting in lieu thereof
the following new definition of "Permitted Acquisitions":

                           ""Permitted Acquisitions" shall mean (i) the
                  Acquisition of Concentrex and (ii) any other Acquisition so
                  long as (a) at the time of such Acquisition, no Default or
                  Event of Default is in existence, (b) such acquisition has
                  been approved by the board of directors of the Person being
                  acquired prior to any public announcement thereof, (c) the
                  Total Acquisition Consideration of any single Acquisition does
                  not exceed $100,000,000, and (d) the Total Acquisition
                  Consideration of all Acquisitions consummated in any rolling
                  twelve month period, commencing with Acquisitions consummated
                  after January 1, 2002, does not exceed $150,000,000."

         Section 2.  Benefits of Loan Documents.
                     --------------------------
         Each reference to the Credit Agreement in any of the Loan Documents
shall be deemed to be a reference to the Credit Agreement as amended by this
Amendment, and as the Credit Agreement may from time to time be further amended,
supplemented, restated or otherwise modified in the future by one or more other
written amendments or supplemental or modification agreements entered into
pursuant to the applicable provisions thereof.

         Section 3. Conditions to Effectiveness of Amendment.
                     ----------------------------------------
         The effectiveness of this Amendment is subject to the condition
precedent that each of the following be received by the Administrative Agent
(unless otherwise waived in writing by the Administrative Agent), each of which
shall be satisfactory in form and substance to the Administrative Agent:

         (a)  this Amendment executed by each of the parties hereto;

         (b)  the Acknowledgment and Consent of the Guarantors, substantially
in the form of Exhibit A hereto, executed by each of the Guarantors (as defined
below)(the "Acknowledgment"); and

         (c)  such other approvals, opinions or documents as the Administrative
Agent may reasonably request.

         Section 4.  Representations.
                     ---------------
         The Borrower represents to the Lenders that:
         (a)  The execution, delivery and performance by the Borrower of this
Amendment, (a) does not require any consent or approval of, registration or
filing with, or any action by, any Governmental Authority, except those as have
been obtained or made and are in full force and effect or where the failure to
do so, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of the
Borrower or any of its Subsidiaries or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, material
agreement or other material instrument binding on the Borrower or any of its
Subsidiaries or any of its assets or give rise to a right thereunder to require
any payment to be made by the Borrower or any of its Subsidiaries and (d) will
not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries, except Liens (if any) created under the
Loan Documents.

         (b) The execution, delivery and performance by the Borrower of this
Amendment is within the Borrower's organizational powers and has been duly
authorized by all necessary organizational, and if required, stockholder action.
This Amendment has been duly executed and delivered by the Borrower, and
constitutes valid and binding obligations of the Borrower, enforceable against
it in accordance with their respective terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.

         Section 5. Reaffirmation.
                    --------------
         The Borrower hereby repeats and reaffirms all representations and
warranties made by the Borrower in the Credit Agreement and the other Loan
Documents to which it is a party as of the date hereof with the same force and
effect as if such representations and warranties were set forth in this
Amendment in full except to the extent such representations expressly relate to
an earlier date or have been updated to the extent permitted by the Credit
Agreement.

         Section 6.  Reaffirmation and  Representations  by Guarantors.
                     -------------------------------------------------
         By execution of the  Acknowledgment,  each Subsidiary that has
executed a Subsidiary Guarantee Agreement (a "Guarantor"):

         (a)  reaffirms its continuing obligations to the Administrative Agent
and the Lenders under the Subsidiary Guarantee Agreement to which it is a party,
and agrees that the transactions contemplated by this Amendment shall not in any
way affect the validity and enforceability of such Subsidiary Guarantee
Agreement, or reduce, impair or discharge the obligations of such Guarantor
thereunder; and

         (b)  represents to the Lenders that:

         (i)  such Guarantor has the right and power, and has taken all
necessary action to authorize it, to execute and deliver the Acknowledgment,
and to perform the Acknowledgment in accordance with its terms. The
Acknowledgment has been duly executed and delivered by the duly authorized
officers of each Guarantor, and is a legal, valid and binding obligation of
each Guarantor enforceable against each Guarantor in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity; and

         (ii) the execution, delivery and performance by such Guarantor of the
Acknowledgment, (a) do not require any consent or approval of, registration or
filing with, or any action by, any Governmental Authority, except those as have
been obtained or made and are in full force and effect or where the failure to
do so, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of such
Guarantor or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, material agreement or other material
instrument binding on such Guarantor or any of its assets or give rise to a
right thereunder to require any payment to be made by such Guarantor and (d)
will not result in the creation or imposition of any Lien on any asset of such
Guarantor, except Liens (if any) created under the Loan Documents.

         Section 7.  Benefits.
                     --------
         This  Amendment  shall be binding  upon and shall inure to the benefit
of the parties  hereto and their respective successors and assigns.

         Section 8.  GOVERNING  LAW.
                     --------------
         THIS  AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA.

         Section 9. Effect.
                    ------
         Except as expressly  herein  amended,  the terms and  conditions of the
Credit Agreement  shall remain in full force and effect.

         Section 10.  Counterparts.
                      ------------
         This  Amendment  may be executed in any number of  counterparts,  each
of which shall be deemed to be an original and shall be binding upon all
parties.

                         [Signatures on following page]


<PAGE>



         IN WITNESS WHEREOF, the parties have caused this Third Amendment to
Credit Agreement to be executed by their authorized officers all as of the day
and year first above written.

                                  JOHN H. HARLAND COMPANY

                                  By     _________________________________
                                  Name:  John Stakel
                                  Title: Treasurer

                                  [SEAL]


                                  SUNTRUST BANK, as  Administrative  Agent,
                                  as Lead Arranger,  as Issuing Bank, as
                                  Swingline Lender and as a Lender


                                  By     _________________________________
                                  Name:  Brian Peters
                                  Title: Managing Director


                                  WACHOVIA BANK, N.A., as Syndication Agent and
                                  as a Lender


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________


                                  BANK OF AMERICA, N.A., as Documentation Agent
                                  and as a Lender


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________


                                  FLEET NATIONAL BANK, as Senior Managing Agent
                                  and as a Lender


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________


                                  BNP PARIBAS, as Senior Managing Agent and as
                                  a Lender


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________


                                  FIRST UNION NATIONAL BANK, as Senior Managing
                                  Agent and as a Lender


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________


                                  THE INDUSTRIAL BANK OF JAPAN, LIMITED, as a
                                  Lender


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________


                                  FIFTH THIRD BANCORP, as a Lender


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________


                                  FIRSTAR BANK, N.A., as a Lender


                                  By:    __________________________________
                                  Name:
                                         __________________________________
                                  Title:
                                         __________________________________



<PAGE>



               ACKNOWLEDGMENT AND CONSENT OF SUBSIDIARY GUARANTORS


         Each of the undersigned Subsidiaries hereby (i) acknowledges receipt of
the foregoing Third Amendment to Credit Agreement by and among John H. Harland
Company, the Lenders under the Credit Agreement (the "Lenders") and SunTrust
Bank, Atlanta, in its capacity as administrative agent for the Lenders (the
"Administrative Agent") (the "Amendment"), (ii) consents to the Amendment, (iii)
agrees and acknowledges to the terms thereof including, without limitation, the
representations and agreements of the each of the undersigned set forth in
Section 7 of the Amendment, and (iv) restates and affirms its respective
obligations under its Subsidiary Guarantee Agreement previously executed and
delivered in favor of the Agent (for the ratable benefit of the Lenders) without
defense, counterclaim or set-off.


<PAGE>



         IN WITNESS WHEREOF, each of the undersigned Subsidiaries has executed
this Acknowledgment and Consent of Subsidiary Guarantors this ___ day of
February, 2002.

                          HARLAND INTERNATIONAL COMPANY
                          HARLAND DATAPRINT, INC.
                          JOHN H. HARLAND COMPANY OF
                              PUERTO RICO
                          SCANTRON CORPORATION
                          SCANTRON QUALITY COMPUTERS, INC.
                          THE CHECK STORE, INC.
                          CENTRALIA HOLDING CORP.
                          VENUS FLYTRAP CORPORATION
                          CONCENTREX INSURANCE GROUP, INC.
                          MONEYSCAPE HOLDINGS, INC.
                          ULTRADATA CORPORATION
                          CONCENTREX INCORPORATED
                          HARLAND BUSINESS PRODUCTS, INC.


                          By:
                              -----------------------------------------
                              Name: John C. Walters
                              Title: Vice President


                          MECA SOFTWARE, L.L.C.


                          By:
                              -----------------------------------------
                              Name: John C. Walters
                              Title: Manager



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10_2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH DARRYL W. JACKSON
<TEXT>
Exhibit 10.2

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT,  dated as of September 24, 2001,  between John
H. Harland Company (the "Company") and Darryl W. Jackson ("Employee").

         In consideration of the Company's employment of Employee and the mutual
terms and conditions set forth below, the Company and Employee, intending to be
legally bound, hereby agree as follows:

         Section 1. Employment. Subject to the terms and conditions contained
herein, the Company hereby employs Employee and charges Employee with the
performance of such duties as the Company may designate from time to time.
Employee hereby accepts such employment and agrees to devote her full business
time, attention, skill and effort exclusively to the performance of her duties
hereunder. While employed by the Company, Employee shall not engage in any
activities or render any services of a business or commercial nature for anyone
other than the Company that would directly or indirectly conflict with the
Company's business or that would in any way affect Employee's work performance.

         Section 2.  Compensation.

         2.1 Wages. For the services rendered by Employee hereunder, the Company
shall pay Employee a salary as may be fixed from time to time, payable in
accordance with the Company's normal practice.

         2.2 Certain Additional Benefits. Employee may participate in any
incentive programs of the Company, to the extent Employee may be eligible in
accordance with the terms thereof as fixed by the Company in its sole discretion
from time to time. Employee shall be entitled to paid vacation in accordance
with the general policies of the Company and such other employee benefits (such
as group health and life insurance) as the Company in its sole discretion may
establish from time to time.

         Section 3.  Term of Employment.

         3.1 Duration. This Agreement shall become effective upon execution.
Unless and until terminated under Subsection 3.2 below, Employee's employment
shall continue in full force and effect as provided herein.

         3.2 Termination of Employment.
         (a) Voluntary  Termination. Either the Company or Employee may
terminate Employee's employment at any time by giving the other party at least
fifteen (15) days' prior written notice of the date of termination.

         (b) Termination by Company for Good Cause. The Company may terminate
Employee's employment at any time, without the necessity of notice of any kind,
for Good Cause. For the purposes of this Agreement, Good Cause shall exist if
the Company reasonably determines that any of the following events has occurred:
(i) Employee's breach of any provision of this Agreement; (ii) Employee's
conviction of a crime or commission of an act of dishonesty or moral turpitude;
(iii) the gross or willful misconduct or negligence by Employee in the
performance of her responsibilities hereunder; or (iv) any act or event that is
identified as cause for termination of employment according to the Company's
personnel manual as amended in the sole discretion of the Company from time to
time.

         (c) Involuntary Termination by Company. In the event of any involuntary
termination of employment of the Employee by the Company, other than termination
for Good Cause, Employee shall be entitled to receive, in a lump sum within ten
business days after the effective date of such termination, an amount equal to
the base salary to which Employee would have been entitled for the next twelve
months. Any reduction in Employee's base compensation or a material reduction or
adverse change in her duties and responsibilities, or any change in her work
which involves a relocation of her principal place of employment by more than 50
miles, shall be treated as a termination of employment by the Company under this
paragraph unless (i) Employee consents in writing to such reduction or change,
or (ii) the Company can demonstrate by clear and convincing evidence that such
reduction or change was based primarily on Employee's failure to reasonably
perform her duties and responsibilities under the circumstances and, further,
that such reduction or change was made only after the Company had provided
Employee with written notice of such failure and a reasonable period of time to
correct such failure.

         (d) Termination after Change in Control. In the event that, at any time
after a Change in Control of the Company shall have occurred, Employee's
employment with the Company is terminated by the Company or its successor for
any reason other than for Good Cause, or if within one year after such Change in
Control Employee shall resign as an employee of the Company for any reason, then
(i) the Company or its successor shall pay to Employee, in a lump sum at
the time of such termination, her Severance Pay (as hereinafter defined) and
(ii)the covenant not to compete of Employee contained in Section 7.2
hereof shall no longer be applicable. For purposes of this Agreement, a Change
in Control shall be deemed to have occurred (i) upon 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 (ii) if beneficial
ownership of more than 50% of the common stock 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 1934.

         (e) Severance Pay.  For the purpose of paragraph (d), Employee's
Severance Pay shall equal the lesser of (i) three times Employee's average
compensation as reported by the Company to the Internal Revenue Service on its
form W-2 for the five calendar year period (or such lesser period as she has
been employed by the Company) which immediately precedes the date her employment
terminates under paragraph (d) above, or (ii) the maximum payment which the
Company can make to Employee as a result of a Change in Control (i) without the
Company's federal income tax deduction for any portion of such payment being
denied as an "excess parachute payment" under Section 280G of the Internal
Revenue Code of 1986, as amended ("Code") or any successor to such section, and
(ii) without Employee being subject to a federal excise tax on all or any part
of such payment under Code Section 4999 or any successor to such section, where
the Company's public accounting firm shall (at the Company's expense) calculate
such payment and certify to Employee that such payment satisfies the
requirements of this paragraph.

         Section 4.  Confidentiality.

         4.1 Responsibility and Trust. The Company and Employee mutually agree
and acknowledge that Employee shall occupy a position of responsibility and
trust and, by virtue of such position, the Company may entrust Employee with
highly sensitive confidential, restricted and proprietary information concerning
various Trade Secrets and Confidential Information as defined below.

         4.2  Definitions.  For the purposes of this Agreement, the following
definitions shall apply:

         (a) "Trade Secret" shall mean the whole or any portion or phase of any
scientific or technical information, design, process, procedure, formula or
improvement that is secret or of value and that the Company has taken measures
to prevent from becoming available to unauthorized persons. To the fullest
extent consistent with the foregoing and otherwise lawful, Trade Secrets shall
include, without limitation, the specialized information and technology
developed by the Company (i) to produce MICR documents, checks and/or related
stationery items including its production operations systems, its order-entry
systems, its conveyor systems and its quality control practices and (ii) to
develop and/or publish software products, including source code.

         (b) "Confidential Information" shall mean the whole or any portion or
phase of any data or information, other than Trade Secrets, that is material to
the Company and not generally known by the public. To the fullest extent
consistent with the foregoing and otherwise lawful, Confidential Information
shall include, without limitation, (i) the Company's sales records, profit and
performance reports, pricing manuals, sales manuals, training manuals, selling
and pricing procedures, and financing methods; (ii) the identities of the
Company's customers, their special demands, and their current and anticipated
requirements for the Company's products; (iii) the capabilities and
specifications of the Company's products, product development, product formulas,
functionality or application of products, and the sources of supply for raw
materials used in production, packaging and shipping; (iv) the Company's
business plans and financial statements and projections; and (v) the special
products, programs and services the Company may offer or provide from time to
time to its customers.

         4.3 Nondisclosure of Trade Secrets. Employee shall not, without the
prior written consent of the Company, during Employee's employment with the
Company and for so long thereafter as the information or data remain Trade
Secrets, use or disclose, or permit any unauthorized person to use, disclose, or
gain access to, any Trade Secrets of the Company.

         4.4 Nondisclosure of Confidential Information. Employee shall not,
without the prior written consent of the Company, during Employee's employment
with the Company and for a period of two years thereafter, use or disclose, or
permit any unauthorized person to use, disclose or gain access to, any
Confidential Information to which the Employee obtained access by virtue of
Employee's employment with the Company.

         Section 5.  Company's Ownership of Work Product.

         5.1 Work Product. Employee acknowledges and agrees that the Company
shall own all of her Work Product. For purposes of this Agreement, "Work
Product" shall mean all intellectual property rights, including all Trade
Secrets, U.S. and international copyrights, patentable inventions, discoveries
and improvements, and other intellectual property rights, in any programming,
documentation, technology or other work that relates to the business and
interests of the Company that Employee conceives, develops or delivers to the
Company at any time during the term of her employment. All Work Product shall be
considered work made for hire (as that term is defined in the United States
Copyright Act, 17 U.S.C., Section 101) by Employee and owned by the Company. All
work produced during Employee's employment with the Company shall be the
Company's property unless otherwise agreed to in writing in advance by the
Company.

         5.2 Assignment of Work Product. If any of the Work Product may not, by
operation of law, be considered work made for hire by Employee for the Company
or if ownership of all right, title and interest of the intellectual property
rights therein shall not otherwise vest exclusively in the Company, Employee
agrees to assign, without further consideration, the ownership of all U.S. and
international copyrights, patentable inventions and other intellectual property
rights therein to the Company. The Company shall have the right to obtain and
hold in its own name copyrights, registrations, and any other protection
available in the foregoing. Employee agrees to perform, upon the reasonable
request of the Company, during or after her employment, such further acts as may
be necessary or desirable to transfer, perfect, and defend the Company's
ownership of the Work Product. Employee agrees upon request to execute any
documents of assignment and conveyance; obtain and aid in the enforcement of
copyrights and patents with respect to the Work Product in any country; provide
testimony in connection with any proceeding affecting the right, title or
interest of the Company in any Work Product; and perform any other acts deemed
necessary or desirable to carry out the purposes of this Agreement. The Company
agrees to reimburse all reasonable out-of-pocket expenses incurred in connection
with the foregoing.

         Section 6.  Materials and Equipment.

         6.1 Company Materials. Employee agrees that all files, memoranda,
notes, records, price lists, customer lists, drawings, manuals or other
documents, whether made or compiled by Employee or furnished to Employee from
any source by virtue of Employee's employment with the Company, are the sole
property of the Company. Upon the request of the Company and, in any event,
within five business days of the termination of Employee's employment with the
Company, Employee shall deliver to the Company all such documents and materials.

         6.2 Equipment. Employee acknowledges that during the course of her
employment with the Company Employee may be assigned valuable equipment provided
for business use. Upon the request of the Company and, in any event, within five
business days of the termination of Employee's employment with the Company,
Employee shall deliver to the Company all such equipment in good condition.
Employee further agrees that Employee shall be personally responsible for the
cost of replacing any equipment that is lost, stolen or damaged as a result of
Employee's negligence or recklessness in the use, care or transportation of such
equipment.

         Section 7. Restraints on Post-Termination Activities.

         7.1 Factual Background. The Company will invest considerable time,
effort and capital in enhancing the value and desirability of Employee's skills
and services. Both this investment by the Company and Employee's compensation
hereunder reflect the Company's expectation of receiving a considerable return
from the exclusive use of Employee's expertise in the future, free of any danger
that the Company's competitors may usurp Employee's special abilities
prematurely. In addition, by virtue of Employee's employment with the Company in
a position of confidence and trust, Employee may obtain access from time to time
to Trade Secrets and Confidential Information, which could prove difficult to
isolate from Employee's business activities and to protect from possible misuse
in the event that Employee's employment with the Company has ended.

         7.2 Covenant Not to Compete. For a period of two years after
termination of Employee's employment for any reason, Employee shall not compete
with the Company, either directly or indirectly, on Employee's own behalf or in
the service of or on behalf of others who compete with the Company, by
performing any of the same or substantially similar duties Employee performed
for the Company during the last 12 months of Employee's employment with the
Company (or such shorter period of time if Employee has been employed less than
12 months). In the event Employee has been assigned a geographic territory, this
covenant not to compete shall apply only to the territory in which the Employee
actually performed services for the Company during the last 12 months of
Employee's employment with the Company. If the Employee was employed by the
Company for less than two years, then the two-year period identified in the
first sentence of this Section 7.2 shall be reduced to the length of time
Employee was employed by the Company.

         7.3 Covenant Not to Solicit. Employee shall not, for a period of two
years after termination of Employee's employment for any reason, either directly
or indirectly, on Employee's own behalf or in the service of or on behalf of
others, take any action to solicit, divert, contact or call upon any person or
entity for the purpose of or with a view toward providing, rendering or
performing, through Employee or others, services similar to any Employee offered
or provided to such person or entity during the last 12 months of Employee's
employment by the Company. This covenant shall apply only to persons or entities
who are or were customers of the Company and with whom the Employee had material
contact during such 12 month period. "Material contact" as that term is used
herein exists if interaction took place between Employee and such person or
entity in an effort to further the business of the Company. If the Employee was
employed by the Company for less than two years, then the two-year period
identified in the first sentence of this Section 7.3 shall be reduced to the
length of time Employee was employed by the Company.

         7.4. Covenant Not to Interfere with Personnel Relations. Employee shall
not, during Employee's employment with the Company and for a period of two years
thereafter, directly or indirectly solicit, entice, encourage or persuade any
employee of the Company to leave the services of the Company for any reason.

         Section 8. Arbitration. If a legally cognizable dispute arises out of
or relates to this Agreement or the breach, termination or validity thereof, or
the compensation, promotion, demotion, discipline, discharge or terms and
conditions of employment of the Employee, if said dispute cannot be resolved
through direct discussions, the parties voluntarily agree to settle the dispute
by binding arbitration before the American Arbitration Association ("AAA"). The
arbitration shall proceed in accordance with the Employment Dispute Resolution
Rules of the AAA in effect on the date of the demand for arbitration, and
judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof; provided, however, that this Section shall not
generally apply to claims or disputes involving the breach or alleged breach by
Employee of any of the covenants or obligations set forth in Sections 4 and/or 7
of this Agreement, except that disputes involving the unauthorized use or
disclosure of Trade Secrets or Confidential Information, or involving or
concerning unfair competition or the noncompete provisions of this Agreement,
may, at the Company's discretion, be settled by any court having jurisdiction
thereof or decided by arbitration pursuant to this section. Disputes subject to
binding arbitration pursuant to this section include all tort and contract
claims as well as claims brought under all applicable federal, state or local
statutes, laws, regulations or ordinances including, but not limited to, Title
VII of the Civil Rights Act of 1964, as amended; the Family and Medical Leave
Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as
amended; the Fair Labor Standards Act of 1938, as amended; the Age
Discrimination in Employment Act, as amended; the Equal Pay Act; and the
Employee Retirement Income Security Act of 1974. Disputes subject to binding
arbitration pursuant to this section also include claims against the Company's
subsidiaries, affiliated and successor companies, agents and employees. Each
party shall pay for its own fees and expenses of arbitration except that the
cost of the arbitrator and any filing fee exceeding the applicable filing fee in
federal court shall be paid by the Company; provided, however, that all
reasonable costs and fees necessarily incurred by any party are subject to
reimbursement from the other party at the discretion of the arbitrator. This
arbitration provision shall not apply to any claim arising in a state that bars
or prohibits the arbitration of such claims.

         Section 9. Severability and Survival. Employee agrees that the
covenants contained in this Agreement shall be construed independent of one
another, distinct from the remaining terms and conditions of this Agreement, and
severable from every other contract and course of business between the Company
and Employee. Employee agrees that the covenants contained in this Agreement
shall survive any termination of employment, with or without cause, at the
instigation or upon the initiative of either party. Employee further
acknowledges and agrees that determining damages in the event of Employee's
breach of any covenant contained in this Agreement would be difficult, if at all
possible. Employee therefore agrees that the Company (in addition to any other
remedy or right which the Company might have) shall have the right to have a
court of competent jurisdiction enjoin Employee from committing any such breach.
Employee hereby waives any defense in such a case that the Company has, or will
then have, an adequate remedy by law.

         Section 10. Notice. All notices provided for herein shall be made in
writing and shall be deemed to be given when (i) delivered in person, or (ii)
deposited in United States Mail, first-class with proper postage prepaid and
addressed as appears below the parties' signatures herein, or (iii) sent to
Employee (if Employee is still employed by the Company) through the Company's
inter-office delivery service.

         Section 11. Miscellaneous. This Agreement shall inure to the benefit
of, and be binding upon, the Company, its successors and assigns, and the
Employee, Employee's executor, administrator, heirs and personal
representatives. This Agreement comprises the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, undertakings, covenants or conditions with respect thereto. No
amendment, waiver or delay in enforcing any provision of this Agreement shall be
enforceable unless it is in writing and signed by Employee and the Company.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

JOHN H. HARLAND COMPANY
                                            ---------------------------------
                                            Darryl W. Jackson

By:                                         Address:
       ------------------------------       ---------------------------------

Title:
       ------------------------------       ---------------------------------

Address: P. O. Box 105250
         Atlanta, Georgia  30348

Date:
       ------------------------------


(CORPORATE SEAL)


Attest:
       -------------------------------
           Corporate Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10_3.txt
<DESCRIPTION>NONCOMPETE AND TERMINATION AGREEMENT
<TEXT>
Exhibit 10.3

                      NONCOMPETE AND TERMINATION AGREEMENT


         This Noncompete and Termination Agreement (the "Agreement") is dated
and entered into as of January 1, 2002, between JOHN H. HARLAND COMPANY (the
"Company") and Timothy C. Tuff ("Employee").

         In consideration of the mutual promises and agreements contained
herein, as well as the promises and agreements contained in the January __, 2002
letter agreement between the parties (to which this Agreement is attached as an
exhibit), the parties, intending to be legally bound, hereby agree as follows:

Section 1         .        Restrictive Covenants.
------------------         ---------------------

1.1      Acknowledgment  of Access to Confidential  Matters.
         --------------------------------------------------
         Employee and the Company recognize and acknowledge that as a result of
his employment with the Company:

(a)      Employee has had access to, and will continue to have access to,
         technology utilized by the Company and its subsidiaries (collectively,
         the "Company") in connection with their operations, which technology is
         unique to the Company, including production operating systems, order
         entry systems, quality control practices, decision support, database
         marketing and other technology developed by the Company for its various
         products and systems.

(b)      Employee will have access to and knowledge of all financial statements
         and related data for the Company, including pricing, sales and training
         manuals, and other confidential materials utilized by the Company;
         complete and detailed knowledge of all the products of the Company and
         their capacities and specifications; and knowledge of all of the
         systems and procedures of the Company with regard to selling, pricing,
         and financing its products and services.

(c)      Employee will have specific knowledge regarding the Company's
         customers, including their specific needs and current and anticipated
         requirements for the Company's products and services.

1.2      Potential Injury to Company.
         ----------------------------
         Employee recognizes, acknowledges and agrees that the Company's
Confidential Information and Trade Secrets (as defined below), including those
specified in Section 1.1, constitute valuable, special and unique assets of the
Company and that the improper use or disclosure thereof would cause substantial
loss of competitive advantage and other injury to the Company. Employee further
agrees that the training and experience gained while employed by the Company
and the knowledge acquired during his employment with the Company regarding the
aforesaid information would enable him to injure and cause substantial harm to
the Company if he should compete with the Company in its business before the
expiration of a reasonable time after termination of his employment with the
Company.

1.3      Noncompetition.
         ---------------
         For the reasons recited in Sections 1.1 and 1.2 above,
Employee covenants and agrees that, during the term of his employment with the
Company and for a period of three (3) years after the termination of such
employment, Employee will not, within the continental United States, serve as an
officer, executive, managerial employee, partner, or consultant of any entity
engaged in the Restricted Businesses (as defined below). The agreements of
Employee contained herein shall not prevent him from purchasing or owning an
investment of not more than 1% of the outstanding capital stock of a publicly
held company engaged in the Restricted Businesses, so long as his only
relationship with such company is as a passive investor and he has no
responsibility for the management of the company. For purposes of this
Agreement, the term "Restricted Businesses" shall mean the printing, marketing
and selling of financial and business documents, including checks, financial
documents and forms, magnetic ink character recognition ("MICR") documents, and
similar printed business documents; the development, marketing, and selling of
database marketing software, loan and deposit origination and compliance
software, marketing customer information file ("MCIF") software, host processing
software, and mortgage software applications; and the development, marketing,
and selling of information management products and services, including optical
mark reading equipment, scannable forms, survey solutions, and field maintenance
services.

         The covenants on the part of Employee contained in Sections 1.3 through
1.8 of this Agreement shall be construed as agreements independent of each other
and of any other provisions of this Agreement, and the existence of any claim or
cause of action Employee may have against the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of said covenants.

1.4      Nonsolicitation of Customers.
         -----------------------------
         Employee covenants and agrees that he will not, during the term of his
employment with the Company and for a period of two (2) years thereafter,
either directly or indirectly, on Employee's own behalf or in the service of or
on behalf of others, solicit, directly or indirectly, any business related to
the Restricted Businesses from any of the Company's customers, including
actively sought prospective customers, with whom Employee had material contact
during the last twelve (12) months of Employee's employment by the Company or
about whom Employee obtained Confidential Information or Trade Secrets during
the course of his employment with the Company. "Material contact" as that term
is used herein exists if interaction took place between Employee
and such person or entity in an effort to further the business of the Company.

1.5      Nonsolicitation of Employees.
         -----------------------------
         Employee covenants and agrees that he will not, during the term of his
employment with the Company and for a period of two (2) years thereafter,
directly or indirectly solicit, entice, encourage or persuade any employee of
the Company to leave the services of the Company for any reason.

1.6      Nondisclosure of Trade Secrets.
         -------------------------------
         Employee covenants and agrees that he will not, without the prior
written consent of the Company, during Employee's employment with the Company
and for so long thereafter as the information or data remain Trade Secrets, use
or disclose, or permit any unauthorized person to use, disclose, or gain access
to any Trade Secrets of the Company. For purposes of this Agreement, the term
"Trade Secret" means information including, but not limited to, any technical
or nontechnical data, formula, pattern, compilation, program, device, method,
technique, drawing, process, financial data, financial plan, product plan,
list of actual or potential customers or suppliers or other information similar
to any of the foregoing, which (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can derive economic value
from its disclosure or use and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

1.7      Nondisclosure of Confidential Information.
         ------------------------------------------
         Employee covenants and agrees that he will not, without the prior
written consent of the Company, during Employee's employment with the Company
and for a period of two years thereafter, use or disclose, or permit any
unauthorized person to use, disclose or gain access to, any Confidential
Information to which the Employee obtained access by virtue of Employee's
employment with the Company. For purposes of this Agreement, the term
"Confidential Information" means the whole or any portion or phrase of any data
or information, other than Trade Secrets, that is material to the Company and
not generally known by the public. To the fullest extent consistent with the
foregoing and otherwise lawful, Confidential Information shall include, without
limitation, (i) the Company's sales records, profit and performance reports,
pricing manuals, sales manuals, training manuals, selling and pricing
procedures, and financing methods; (ii) the identities of the Company's
customers, their special demands, and their current and anticipated requirements
for the Company's products; (iii) the capabilities and specifications of the
Company's products, product development, product formulas, functionality or
application of products, and the sources of supply for raw materials used in
production, packaging and shipping; (iv) the Company's business plans and
financial statements and projections; and (v) the special products, programs
and services the Company may offer or provide from time to time to its
customers.

         The parties acknowledge and agree that the restrictions stated
in Sections 1.6 and 1.7 are in addition to and not in lieu of protections
afforded to trade secrets and confidential information under applicable state
law. Nothing in this Agreement is intended to or shall be interpreted as
diminishing or otherwise limiting the Company's right under applicable state law
to protect its trade secrets and confidential information.

1.8      Materials.
         ----------
         Employee agrees that all files, memoranda, notes, records, price
lists, customer lists, drawings, manuals or other documents, whether made or
compiled by Employee or furnished to Employee from any source by virtue of
Employee's employment with the Company, are the sole property of the Company.
Upon the request of the Company and, in any event, within five business days of
the termination of Employee's employment with the Company, Employee shall
deliver to the Company all such documents and materials.

1.9      Company's Ownership of Work Product.
         -----------------------------------

         (a) Work Produc
             ------------
         Employee  acknowledges  and agrees that the Company shall own all of
his/her Work Product. For purposes of this Agreement,  "Work Product"  shall
mean all intellectual  property  rights, including  all Trade Secrets, U.S. and
international copyrights,  patentable inventions,  discoveries and improvements,
and other intellectual  property rights, in any programming, documentation,
technology or other work that relates  to the  business  and interests of
the Company that  Employee  conceives,  develops or delivers to the Company at
any time during the term of his  employment.  Work Product shall also include
all  intellectual  property  rights in any  programming,  documentation,
technology  or other work  product  that is  contained in any of the products or
systems,  including  development and support  systems,  of the Company as of the
date of this Agreement or at any time prior to the date of this Agreement  while
Employee  was  engaged as an  independent  contractor  or as an  employee of the
Company.  All Work Product shall be considered  work made for hire (as that term
is  defined in the United  States  Copyright  Act,  17 U.S.C.,  Section  101) by
Employee  and  owned  by  the  Company.  All  work  produced  during  Employee's
employment  with the Company shall be the Company's  property  unless  otherwise
agreed to in writing in advance by the Company.

         (b) Assignment  of Work  Product.
             ----------------------------
         If any of the Work  Product may not,  by  operation  of law, be
considered workmade  for hire by  Employee  for the Company or if  ownership of
all right; title  and  interest  of the  intellectual  property  rights  herein
shall  not otherwise vest  exclusively in the Company,  Employee agrees to
assign,  without further consideration,  the ownership of all U.S. and
international  copyrights, patentable  inventions  and other  intellectual
property  rights therein to the Company.  The  Company  shall  have the right to
obtain and hold in its own name copyrights,  registrations, and any other
protection available in the foregoing. Employee agrees to perform,  upon the
reasonable request of the Company,  during or  within  one (1) year  after  his
employment,  such  further  acts as may be necessary or desirable to transfer,
perfect, and defend the Company's ownership of the Work  Product.  Employee
agrees upon request to execute any documents of assignment and  conveyance;
obtain and aid in the enforcement of copyrights and patents with respect to the
Work  Product in any country;  provide  testimony in connection  with any
proceeding  affecting the right,  title or interest of the Company in any Work
Product;  and perform any other acts  deemed  necessary  or desirable to carry
out the  purposes of this  Agreement.  The Company  agrees to reimburse all
reasonable  out-of-pocket expenses incurred in connection with the foregoing.

1.10     Effect of Termination Without Cause on Sections 1.3, 1.4, and 1.5.
         ------------------------------------------------------------------
         In the event of any involuntary termination of employment of the
Employee by the Company, other than termination for Good Cause (as defined in
Section 3.2(c)) or in the event of any termination of employment by Employee
for a reason described in Section 3.1(b), then the provisions of Sections 1.3,
1.4, and 1.5 of this Agreement shall be null and void and inapplicable to
Employee.

Section 2         .   Termination and Changes of Employment.
------------------    -------------------------------------

         This Agreement shall not affect the right of the Company to change
employee's job title, responsibilities, duties, reporting responsibilities, or
authority. Subject to the preceding sentence, the Company shall not be entitled
to terminate Employee's employment at any time prior to October 31, 2003, save
only for Good Cause (as defined in Section 3.2(c)); provided such change does
not result in a reduction of Employee's compensation or benefits (other than
benefit reductions that apply to similarly situated executives). Employee shall
have the right to terminate his employment with the Company at any time by
giving written notice thereof to the Chairman of the Governance Committee of the
Board of Directors of the Company (or any successor committee) (the "Committee")
at 2939 Miller Road, Decatur, Georgia 30035, whereupon his employment shall
terminate on the 90th day after the Committee's receipt of such written notice.
The covenants and agreements contained in this Agreement shall survive any
termination of Employee's employment with the Company as provided for herein.

Section 3         .   Effect of Certain Terminations and Changes of Employment.
------------------    --------------------------------------------------------

3.1      Termination or Change of Employment After Change in Control.
         -----------------------------------------------------------

(a)      In the event that, within one year after a "Change in Control" of the
         Company (as defined in Section 3.3) shall have occurred but before
         February 16, 2006, Employee resigns as an employee of the Company for
         any reason whatsoever, or the Company terminates his employment without
         Good Cause, then the Company or its successor shall pay to Employee, in
         a lump sum at the time of such resignation or termination, his
         "Severance Pay" (as defined in Section 3.4). Employee shall not be
         entitled to any severance pay if he resigns or the Company terminates
         his employment without Good Cause after February 16, 2006.

     (b) In  addition,  after a Change in Control of the  Company,  if Employee
         remains with the Company,  then any subsequent reduction in Employee's
         base   compensation   or  an   adverse   change  in  his   duties  and
         responsibilities,   or  any  change  in  his  work  which  involves  a
         relocation of his principal place of employment by more than 100 miles
         or which  requires a change in his place of  residence by more than 50
         miles  shall  entitle  Employee  to  Severance  Pay unless  either (i)
         Employee  consents in writing to such  reduction  or change,  (ii) the
         Company can  demonstrate  by clear and  convincing  evidence that such
         reduction  or change  was based  primarily  on  Employee's  failure to
         reasonably   perform  his  duties  and   responsibilities   under  the
         circumstances  and,  further,  that such  reduction or change was made
         only after the Company had provided  Employee  with written  notice of
         such failure and a reasonable  period of time to correct such failure,
         or (iii) such reduction or change comes more than two years after such
         Change in Control or after February 16, 2006.

3.2      Termination of Employment By or an Account of Actions By the Company.
         --------------------------------------------------------------------

(a)      In the event of any involuntary termination of employment of the
         Employee by the Company on or before February 16, 2006, other than
         termination for Good Cause, in the absence of a Change in Control
         within one year prior to such termination (to which Section 3.1(a)
         hereof applies), or Employee terminates his employment as a result of
         any reduction in compensation or adverse change of duties or
         responsibilities referred to in Section 3.1(b), and upon written notice
         by Employee to the Company, Employee shall continue to receive, as
         severance pay, the greater of (i) two times his then-current base
         salary, or (ii) his then current base salary through December 31, 2005.

(b)      In addition, Employee shall be entitled to receive a pro rata portion
         of any bonus which otherwise would have been earned for the calendar
         year in which his employment is terminated, measured from January 1
         through the date of termination. Such amount shall be paid promptly
         upon the calculation of bonuses after year end.

(c)      For the purposes of this Agreement, Good Cause shall consist of (i)
         Employee's embezzlement of funds, Employee's commission of fraud
         against the Employer, or Employee's gross negligence or willful
         misconduct in the performance of Employee's duties, (ii) Employee's
         failure to devote substantially all of his full working time to the
         fulfillment of his duties with the Company, (iii) Employee's conviction
         of, guilty plea to, or confession of a felony or any act of fraud or
         any other act of moral turpitude, or (iv) Employee's engaging in
         conduct or activities materially damaging to the property, business or
         reputation of the Company; provided, however, that no conduct, action
         or decision made or taken by Employee in good faith consistent with the
         business judgment rule shall provide a basis for termination for Good
         Cause.

3.3      Change in Control of the Company.
         ---------------------------------
         A Change in Control shall be deemed to occur (a) upon 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, (b) if
Beneficial Ownership of 30% or more of the Common Stock of the Company is held
by any person or entity, or (c) in the event that a "Triggering Event" (as
defined therein) shall have occurred under the Company's Share Purchase Rights
Plan currently in effect or any successor plan. "Beneficial Ownership" shall
have the meaning provided in Rule 13d-3 under the Securities Exchange Act of
1934.

3.4      Severance Pay.
         -------------
(a)      For the purpose of Section 3.1 of this Agreement, the Employee's
         Severance Pay shall equal the lesser of three times  Employee's
         highest annual taxable  compensation  (for federal income tax purposes)
         as reported by the Company to the Internal Revenue Service on its form
         W-2 (or any successor to duch form) for any calendar year of Employee's
         employment with the Company, including any calendar year prior to the
         date hereof, plus the aggregate of his elective deferrals or
         contributions to any cafeteria plan, 401(k) plan, other qualified plan
         or nonqualified deferred compensation plan that are not taxable (for
         federal income tax purposes) when made (or his annualized compensation,
         deferrals and contributions in the event such calculation is for a
         partial year) or

(b)      the amount determined pursuant to Section 3.5.

3.5      Parachute Limitation.
         --------------------

     (a) If the Company  determines  that,  as a result of a Change in Control,
         any cash  compensation,  benefits,  acceleration  of  vesting of stock
         options  or  restricted  stock,  or other  payments  in the  nature of
         compensation  (within  the  meaning  of Section  280G of the  Internal
         Revenue Code of 1986, as amended  ("Code")) to (or for the benefit of)
         Employee  provided  under the  terms of this  Agreement  or  otherwise
         (collectively,  such cash  compensation,  benefits,  acceleration  and
         other payments are referred herein as the "Payments") would constitute
         parachute  payments  (within the meaning of Section  280G of the Code)
         that would cause Employee to incur an excise tax under Section 4999 of
         the Code or the Company to lose a tax deduction  under Section 280G of
         the Code for any  Payments,  such  Payments  shall be  reduced  to the
         extent the Company deems necessary so that the Employee is not subject
         to an excise tax under  Section  4999 of the Code and the Company does
         not  lose a tax  deduction  under  Section  280G of the  Code  for any
         Payments.

(b)      The Company shall reduce Payments in the following order: (1) by
         reducing the number of stock options that become vested upon a Change
         in Control (in reverse order of price, with the highest priced options
         first becoming unvested), (2) by reducing the number of shares of
         restricted stock that become vested upon a Change in Control, and (3)
         by reducing cash compensation (including Severance Pay). The
         limitations on vesting of stock options and/or restricted stock in
         order to reduce Payments as set forth in this Section 3.5(b) shall in
         no way limit or impact the normal vesting schedule for such stock
         options and restricted stock, as set forth in the Nonqualified Stock
         Options and Restricted Stock Agreement relating thereto.

(c)      The Company (at the Company's expense) shall use a public accounting
         firm reasonably acceptable to Employee to make calculations necessary
         for determining any such reduction of Payments and to certify to
         Employee that the remaining Payments will not cause Employee to incur
         an excise tax under Section 4999 of the Code and to prepare Employee's
         federal income tax return for the year of the Change in Control.

Section 4         .        Term of Agreement.
------------------         -----------------

         This Agreement shall commence on the date first set forth above and
shall continue until February 16, 2006. Notwithstanding any provision in this
Agreement to the contrary, the provisions of Sections 1.1 through 1.10 of this
Agreement shall survive any termination or expiration of this Agreement as
necessary to preserve the rights and obligations of the parties under those
Sections.

Section 5         .        Miscellaneous.
------------------         -------------

5.1      Binding Effect.
         --------------

(a)      This Agreement shall inure to the benefit of and shall be binding upon
         Employee, his executor, administrator and heirs but may not be assigned
         by him. This Agreement shall be binding upon the Company and its
         successors and assigns.

(b)      (i)  Prior to a Change in Control,  of the Company this  Agreement
         may not be  transferred  or assigned by the Company,
         either by voluntary action or by operation of law.

         (ii) After a Change in Control of the Company, this Agreement may be
         transferred or assigned by the Company and shall be binding on the
         transferee or assignee; provided, however, that Employee shall be given
         written notice thereof at least twenty (20) days prior to the proposed
         transfer or assignment.

5.2      Applicable Law.
         ---------------
         This Agreement has been entered into in and shall be
governed by and construed under the laws of the State of Georgia (not including
the choice of laws rules thereof). The parties agree to submit all disputes
arising from or relating to this Agreement to the exclusive jurisdiction of the
United States District Court for the Northern District of Georgia or the State
or Superior Courts of DeKalb County, Georgia, as applicable. The parties hereby
consent to the exclusive jurisdiction and venue of such courts for the
litigation of all disputes and waive any claims of improper venue, lack of
personal jurisdiction, or lack of subject matter jurisdiction as to any such
disputes.

5.3      Invalid Provisions.
         -------------------
         If fulfillment of any provision of this Agreement, at
the time such fulfillment shall be due, shall transcend the limit of validity
prescribed by law, then the obligation to be fulfilled shall be reduced to the
limit of such validity; and if any clause or provision contained in this
Agreement operates or would operate to invalidate this Agreement, in whole or in
part, then such clause or provision only shall be held ineffective, as though
not herein contained, and the remainder of this Agreement shall remain operative
and in full force and effect.

5.4      Headings.
         ---------
         The section and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

5.5      Entire Agreement.
         -----------------
         This Agreement is intended by the parties hereto to be the
final expression of their agreement with respect to the subject matter hereof
and is the complete and exclusive statement thereof notwithstanding any prior
representation or statements to the contrary. This Agreement shall supersede and
cancel the October 6, 1998 Noncompete and Termination Agreement between the
parties.

5.6      Waiver.
         -------
         The waiver by any party to this Agreement of a breach of any of the
provisions of this Agreement shall not operate or be construed as a waiver of
any subsequent or simultaneous breach of the same or different provisions.

5.7      Modification.
         -------------
         No provision of this Agreement may be amended, changed,
altered, modified or waived except in writing signed by Mr. Tuff and an
authorized representative of the Company, which writing shall specifically
reference this Agreement and the provision which the parties intend to waive or
modify.

5.8      Understanding.
         --------------
         The parties covenant and agree that they have read and fully
understand the contents and the effect of this Agreement. Employee and the
Company warrant and agree that they have had a reasonable opportunity and been
advised in writing to seek the advice of an attorney as to such content and
effect. The parties accept each and all of the terms, provisions, and conditions
of this Agreement, and do so voluntarily and with full knowledge and
understanding of the contents, nature, and effect of this Agreement.

5.9      Counterparts.
         -------------
         This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                       JOHN H. HARLAND COMPANY




[CORPORATE SEAL]                       BY:
                                               G. Harold Northrop
                                               Chair, Governance Committee
                                               of the Board of Directors

Attest:





                                       EMPLOYEE




                                       Timothy C. Tuff

Witness:






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10_6.txt
<DESCRIPTION>FORM OF RESTRICTED STOCK AGREEMENT
<TEXT>

Exhibit 10.6

                             JOHN H. HARLAND COMPANY
                             1999 Stock Option Plan
                           Restricted Stock Agreement

         This Restricted Stock Agreement evidences the grant by John H. Harland
Company (the "Company") of restricted shares of Common Stock of the Company
("Restricted Stock") to the employee named below ("Employee") pursuant to
Section 8 of the Company's 1999 Stock Option Plan (the "Plan"). All of the
terms, conditions and definitions set forth in the Plan are incorporated herein,
and the grant of the Restricted Stock is subject to all of the terms and
conditions set forth in the Plan and in this Agreement.

                              Terms and Conditions

1.       Name of Employee:
         ----------------

2.       Grant Date.         The Grant Date is February 16, 2001.
         ----------

3.       Number of Shares.   The Restricted Stock grant is              shares.
         ----------------                                 --------------

4.       Dividends and Voting.  Employee shall have all  shareholder  voting
         --------------------
         rights and rights to dividends paid in cash with respect to the
         Restricted  Stock.  The Company shall retain any dividends paid in
         stock subject to Sections 5 and 6.

5.       Holding and Transfer of Stock  Certificate.  The Company shall issue
         ------------------------------------------
         the Restricted Stock in the name of Employee subject to the condition
         that the Company hold the same for a period of five years from the
         Grant Date. Unless Employee forfeits the Restricted Stock pursuant to
         Section  6,  the  Company  shall  transfer  physical  custody  of  the
         Restricted  Stock to  Employee on the fifth  anniversary  of the Grant
         Date,  free of any  forfeiture  restrictions.  Employee  shall have no
         right to transfer or otherwise alienate or assign Employee's  interest
         in any shares of Restricted Stock,  except through the laws of descent
         and  distribution,  before  physical  custody  is  transferred  by the
         Company to Employee.  Notwithstanding  the  foregoing,  the Restricted
         Stock shall become vested to the extent of 33 1/3% of the total number
         of  shares  set  forth  above  if and when  the  closing  price of the
         Company's  Common  Stock on the New York Stock  Exchange  is $22.50 or
         more for 10 consecutive trading days, and the remaining 66 2/3% of the
         award shall become  vested when such  closing  price is $27.00 or more
         for  10  consecutive   trading  days.  In  addition,   the  forfeiture
         restrictions will lapse, and Employee's rights to the Restricted Stock
         shall become fully vested,  in the event of a Change in Control of the
         Company, as defined in the Plan.

6.       Forfeiture Restriction. Employee shall completely forfeit any interest
         -----------------------
         in the Restricted Stock (and shall receive no consideration from the
         Company on account of such forfeiture) if Employee's employment with
         the Company terminates for any reason whatsoever prior to the fifth
         anniversary of the Grant Date, unless (a) the Committee administering
         the Plan in its sole discretion waives this forfeiture condition at the
         time of termination of employment, or (b) Employee's employment with
         the Company terminates by reason of disability, as determined by the
         Committee in its sole discretion, or death.

7.       Withholding. The Company shall have the right to reduce the number of
         -----------
         shares of Common Stock transferred to Employee in order to satisfy
         applicable federal, state and other withholding requirements, or to
         take any other action the Committee acting in its sole discretion deems
         applicable to the Restricted Stock.

8.       Employment  and  Termination.  Nothing in this  Agreement  shall give
         ----------------------------
         Employee  the right to  continue in employment  by the Company or limit
         the right of the Company to terminate  Employee's  employment  with or
         without cause at any time.

9.       Miscellaneous.  This Agreement shall be governed by the laws of the
         -------------
         State of Georgia.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.

                                       John H. Harland Company


                                       By:




                                       Employee



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10_7.txt
<DESCRIPTION>SUPPLEMENTAL RETIREMENT AGREEMENT
<TEXT>
Exhibit 10.7


                             John H. Harland Company

                        Supplemental Retirement Agreement


THIS AGREEMENT (the "Agreement"), dated as of January 1, 2002, between John H.
Harland Company, a Georgia corporation (the "Company"), and Timothy C. Tuff (the
"Employee").

WHEREAS, the Employee serves as Chairman and Chief Executive Officer of the
Company, and is in a position to contribute materially to the continued growth,
development and future business of the Company; and

WHEREAS, the Company desires to provide supplemental retirement and life
insurance benefits to the Employee, in accordance with the employment letter
dated January __, 2002;

NOW, THEREFORE, the Company and the Employee agree as follows:

A.       Supplemental Retirement Benefits.
         ---------------------------------

         (1)      Normal Retirement Benefit: Upon retirement from the Company
                  after attaining age 65, the Employee shall be eligible to
                  receive from the Company an annual benefit of $186,288,
                  payable in equal monthly installments of $15,524, for a period
                  of 10 consecutive years.

         (2)      Payment of the benefit described in Section A.(1) shall
                  commence on the first day of the month following the later of
                  the Employee's 65th birthday or his termination of employment
                  with the Company.

         (3)      Early Retirement: If the Employee's employment with the
                  Company terminates (for reasons other than death) at any time
                  before age 65, the benefit described in Section A.(1) will be
                  payable to him beginning on the first day of the month
                  following his 65th birthday.

         (4)      Optional Form and Timing:  Alternatively, the Employee may
                  elect at least six months prior to termination of employment
                  and in a calendar year prior to the date as of which benefits
                  commence to

                  (a)      receive a single lump sum payment of $1,400,000 on
                           the first day of the month following the later of
                           the Employee's 65th birthday or his termination of
                           employment, or

                  (b)      begin receiving reduced installment benefits (as
                           compared to the normal benefit) or a reduced lump sum
                           payment (as compared to Section A.(4)(a)) on the
                           first day of any month following his termination of
                           employment and prior to age 65 in the amount
                           described in the schedule below based on his age at
                           the time benefits commence.

                  Employee may change his election as to the form of benefit and
                  the time benefits are scheduled to commence at any time before
                  his termination of employment, but the form and timing of
                  payment will be governed by the most recent such election made
                  at least six months prior to his termination and benefits
                  (other than the normal benefit described in Section A.(1) paid
                  at the time described in Section A.(2)) may not be paid before
                  the first day of January in the calendar year following the
                  calendar year during which such election was made. Benefits
                  that begin before Employee's 65th birthday will be reduced as
                  follows based on the Employee's age on the benefit
                  commencement date:


Birthday in Month
Preceding Benefit
 Commencement                Lump Sum                  Amount of Annual Benefit

            55               $  257,600                          $34,277
            56               $  360,640                          $47,988
            57               $  463,680                          $61,699
            58               $  566,720                          $75,410
            59               $  699,760                          $89,120
            60               $  772,800                         $102,831
            61               $  875,840                         $116,542
            62               $  978,880                         $130,253
            63               $1,176,000                         $156,482
            64               $1,288,000                         $171,385

                  If benefits commence as of the first day of any month other
                  than the month immediately following the Employee's birthday,
                  the amount of such benefits will be adjusted to reflect the
                  number of calendar months that have elapsed since the
                  Employee's last birthday.

         (5)      Death Prior to Commencement of Benefit Payments: In the event
                  the Employee dies prior to commencement of benefit payments,
                  his designated beneficiary shall receive a lump sum payment as
                  soon as practicable following the Employee's death equal to
                  the lump sum payment that would have been made to the Employee
                  if he had elected to receive a lump sum payment under Section
                  A.(4) as of the first day of the month following his death.

         (6)      Death following Commencement of Benefit Payments: In the event
                  the Employee dies following commencement of monthly retirement
                  benefit payments under this Agreement, his designated
                  beneficiary shall receive a lump sum payment equal to the
                  excess of (a) the lump sum amount that would have been payable
                  to the Employee under Section A.(4) if he had elected to
                  receive a lump sum payment in lieu of monthly installments at
                  the time benefits commenced to him over (b) the sum of the
                  payments made to Employee prior to his death.

         (7)      The Employee's Beneficiary shall be the person designated by
                  the Employee on a form acceptable to the Company. The Employee
                  may at any time change such designation upon written notice to
                  the Company in a form acceptable to the Company. Any change of
                  Beneficiary will be effective only upon written
                  acknowledgement by the Company, a copy of which shall be
                  promptly returned to the Employee after execution by the
                  Company.

         (9)      This Agreement is intended to be an unfunded plan of deferred
                  compensation maintained for the Employee. The obligation of
                  the Company to make payments hereunder shall constitute a
                  general unsecured obligation of the Company to the Employee.
                  Such payments shall be from the general assets of the Company,
                  and the Company shall not be required to establish or maintain
                  any special or separate fund or otherwise segregate assets to
                  assure that such payments shall be made. Neither the Employee
                  nor his estate shall have any interest in any particular asset
                  of the Company by reason of the Company's obligations
                  hereunder. Nothing contained herein shall create or be
                  construed as creating a trust or any other fiduciary
                  relationship between the Company and the Employee or any other
                  person. To the extent that any person acquires a right to
                  receive payments from the Company hereunder, such right shall
                  be no greater than the right of an unsecured creditor of the
                  Company.

         (10)     No portion of the retirement benefit of the Employee shall be
                  subject in any manner to anticipation, alienation, sale,
                  transfer, assignment, pledge, encumbrance or charge, and any
                  attempt to do so shall be void. No portion of such retirement
                  benefit in any manner shall be payable to any assignee,
                  receiver or trustee; be liable for the Employee's debts,
                  contracts or other liabilities; or be subject to any legal
                  process.

B.       Supplemental Life Insurance Benefits.
         -------------------------------------

         (1)      The Company agrees to maintain in force supplemental life
                  insurance coverage for the Employee in the amount of $750,000
                  (the "Policy"). Until attaining age 66, the Employee's
                  coverage amount shall be $750,000. Beginning with Employee's
                  66th birthday, such death benefit shall decrease by $75,000
                  each year until Employee attains the age of 75, at which time
                  all coverage will terminate.

         (2)      The Company shall have no obligation of any nature whatsoever
                  to Employee or his beneficiaries if the circumstances of the
                  Employee's death preclude payment of death proceeds under the
                  Policy.

         (3)      The Employee shall execute a beneficiary designation on the
                  form approved by the Company and the Insurer and may change
                  his beneficiary designation at any time by executing a new
                  form. Such change will be effective only upon written
                  acknowledgement by the Company, a copy of which shall be
                  promptly returned to the Employee after execution by the
                  Company.

         (4)      The Company shall be responsible for paying the annual
                  premiums on the Policy to the Insurer. The amount of annual
                  premium attributable to the Employee shall be equal to the
                  "current term rate" for the Employee's age multiplied by the
                  Employee's endorsed death benefit. This amount should be added
                  to the Employee's annual W-2. "Current term rate" shall be
                  defined as the lesser of (i) the Insurer's current published
                  rates available for all standard risks for initial issue
                  one-year term insurance or (ii) the rates specified in Table
                  2001 in IRS Notice 2002-8. The Company will reimburse Employee
                  (on a fully-grossed up basis) to offset the tax expense
                  associated with such imputed income.

C.       General.
         --------

         (1)      If any individual entitled to receive any payment under this
                  Agreement shall be physically, mentally or legally incapable
                  of receiving or acknowledging receipt of such payment, the
                  Company, upon the receipt of satisfaction evidence (i) of his
                  incapacity, (ii) that another person or institution is
                  maintaining him, and (iii) that no guardian or committee has
                  been appointed for him, may cause any payment otherwise
                  payable to him to be made to such person or institution.
                  Payment to such person or institution shall be in full
                  satisfaction of all claims by or through the Employee to the
                  extent of the amount thereof.

         (2)      A benefit shall be deemed forfeited if the Company is unable
                  after a reasonable period of time to locate the Employee or
                  any party claiming under or through him to whom payment is
                  due; provided, however, that such benefit shall be reinstated
                  if a valid claim is made by or on behalf of such person for
                  the forfeited benefit.

         (3)      This Agreement shall be administered by the Governance
                  Committee of the Board of Directors of the Company any may be
                  amended, modified or terminated only in writing executed by
                  the Employee and a representative of the Governance Committee.
                  The Governance Committee may appoint other persons to assist
                  it in performing its duties and responsibilities hereunder.

         (4)      Nothing contained in this Agreement shall be construed as a
                  contract of employment between the Company and the Employee,
                  or as a right of the Employee to be continued in the
                  employment of the Company, or as a limitation on the right of
                  the Company to discharge the Employee at any time, with or
                  without cause.

         (5)      Any notice under this Agreement shall in writing and shall be
                  mailed by United States first class mail, postage prepaid, as
                  follows:

                             To the Company:

                             John H. Harland Company
                             2939 Miller Road
                             Decatur, GA  30035
                             Attention:  Vice President, Human Resources

                             To the Employee:

                             Timothy C. Tuff
                             3406 Valley Circle
                             Atlanta, GA  30305

                  Either party may change the address to which notices shall be
mailed upon written notice.

         (6)      This Agreement shall be binding upon the Company and its
                  successors and assigns, and upon the Employee, his
                  beneficiaries, heirs, executors and administrators.

         (7)      This Agreement shall be construed and governed in all respect
                  under and by the laws of the State of Georgia. If any
                  provision of this Agreement shall be held by a court of
                  competent jurisdiction to be invalid or unenforceable, the
                  remaining provisions hereof shall continue to be fully
                  effective.

         (8)      This Agreement is intended by the parties hereto to be the
                  final expression of their agreement with respect to the
                  subject matter hereof and is the complete and exclusive
                  statement thereof notwithstanding any prior representation or
                  statements to the contrary. This Agreement shall supersede and
                  cancel the Supplemental Retirement Agreement between the
                  Company and the Employee dated as of January 14, 1999.

         (9)      This Agreement may be executed in two or more counterparts,
                  each of which shall be deemed to be an original but all of
                  which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

Attest:                                John H. Harland Company

                                       By:-------------------------------
                                          G. Harold Northrop
                                          Chair, Governance Committee
                                          of the Board of Directors

Witness:                               Employee


                                       Timothy C. Tuff



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10_12.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
<TEXT>
Exhibit 10.12



                             JOHN H. HARLAND COMPANY

                  COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                              Adopted July 16, 1996
                        Amended Through January 17, 2002


         1. Purpose.
            --------
         The purpose of the Plan is to enable John H. Harland Company (the
"Company") to compensate non-employee Directors who contribute to
the Company's success by their abilities, ingenuity and knowledge, and to better
ensure that the interests of such Directors are more closely aligned with the
interests of the Company's shareholders.

         2. Payment of Annual Retainer in Common Stock.
            -------------------------------------------
         The annual retainer fee covering the period running through the date of
the Annual Meeting of Shareholders shall be paid in Common Stock of the Company,
in such amount as approved by the Company's Board of Directors ("Board").
Such shares shall be issued on a quarterly basis, commencing June 30, 1996,
representing consideration for services performed for the calendar quarter then
ended. In the event that a Director has elected to defer receipt of the annual
retainer, pursuant to Section 4 below, such annual retainer will be credited in
its entirety to his or her Account (as defined below) on a quarterly basis as
set forth above. The annual retainer shall be subject to increase or decrease
by action of the Board.

         3. Other  Compensation.
            -------------------
         In addition to payment of the annual retainer provided for in Section
2, each Director shall be paid such additional cash fees for attendance at
Board and Board Committee meetings as approved by the Board from time to time.

         4. Deferral of Compensation.
            ------------------------
         Directors may elect to defer the receipt of all or any portion of the
annual retainer,  as well as meeting and committee  fees payable by the Company
to such Director (the  "Deferrable  Compensation"),  in accordance  with the
provisions of this Section 4.

            (a) Deferral of Compensation.
                ------------------------
         A Director may elect to defer all or any portion of the Deferrable
Compensation by executing and delivering an election form to the Company at
such time and subject to such other conditions as the Company shall determine,
provided that any such election shall be applicable only to future Deferrable
Compensation with respect to which the Director, at the time of election, has
no current right to receive. Any newly-elected Director may elect to defer
Deferrable Compensation prior to the effective date of his or her election to
the Board. Except as provided in Section 5, the election to defer Deferrable
Compensation shall be irrevocable as to amounts earned following such election
and shall remain in effect until a new election form is delivered to the
Company.

            (b) Deferred Compensation Account.
                ----------------------------------
                (i)  The Company shall establish a deferred compensation
bookkeeping  account (the "Account") for each Director electing to defer
Deferrable Compensation. As of the date payments of Deferrable Compensation
otherwise would be made to the Director, the Company shall credit to the
Account, in cash or stock equivalents, the amount of Deferrable Compensation
which the Director has elected to defer.

                (ii) If the  Director  elects to defer and investmeeting fees
in cash,  the Account  shall be credited with the dollar amount of
the deferral. Interest shall be credited to the cash balance in the Account as
of the last day of each calendar month until the total cash balance in the
Account has been paid out in accordance with the provisions hereof. The interest
rate for each calendar month shall be equal to the Prime Rate in effect as of
the last business day of the month as published in the Wall Street Journal.

                (iii) If the Director elects to defer and invest
meeting fees in shares of Common Stock, the stock balance in the Account shall
be credited as of the meeting date with stock equivalents computed by dividing
the amount of the meeting fee by the average closing price of the Common Stock
on the New York Stock Exchange for the five trading days immediately preceding
the meeting date.

                (iv) If the  Director  elects to defer the annual retainer,
the Account  shall be credited  with stock equivalents on a quarterly
basis equal to the number of shares of Common Stock deferred by the Director.
The stock balance in the Account shall be credited as of the payment date for
any cash dividend on the Common Stock with additional stock equivalents computed
by multiplying the per share dividend by the number of stock equivalents
credited to the Account and dividing the product thereof by the closing price of
the Common Stock on the New York Stock Exchange on the dividend payment date.
The Account shall be credited as of the payment date for any stock dividend on
the Common Stock with additional stock equivalents computed by multiplying the
per share dividend by the number of stock equivalents credited to the Account.

            (c) Distribution.
                ------------
                (i)  Except as  otherwise  provided in the Plan,  the
balance in the  Account  shall be paid out to the Director commencing on the
date which the Director has specified on the election form; provided, however,
that such commencement date must begin no later than the Director's 65th
birthday or upon termination of the Director's service as a Director, whichever
is later. The balance in the Account shall be paid either in a lump sum or, at
the Director's election, in monthly, quarterly or annual installments, over a
period not to exceed 10 years from the commencement date. Distributions of stock
equivalents may not be made more frequently than semi-annually. An election to
change the method and/or timing of distribution with respect to the Account must
be received by the Company prior to January 1 of the calendar year in which
distributions are to be made pursuant to such election. The lump sum or first
periodic installment shall be paid by the Company as promptly as practicable,
but not more than 30 days following the initial date of payment as determined
above.

                (ii) Notwithstanding  the provisions of paragraph 4(c)(i), in
the event the Director is removed from the Board, other than after a Change in
Control, as defined below, the balance in the Account shall be payable in a
lump sum within 30 days after January 1 of the following year.

                (iii)In the event of the death of the  Director,  the
balance in the Account shall be payable in a lump sum to the beneficiaries
designated by the Director on a form provided to the Company or, in the absence
of such designation, to the estate of the Director. The provisions of the Plan
shall apply to and be binding upon the beneficiaries, distributees and personal
representatives and any other successors in interest of the Director.

                (iv) In the event a Director becomes  disabled,  the
payment  commencement  date and/or payment schedule with respect to the balance
in the Account may be accelerated by the Board's Compensation Committee in its
sole discretion.

                (v)  Distribution  of the cash  credited to the
Account  shall be made in cash.  Distribution  of stock equivalents credited to
the Account shall be rounded down to the nearest whole share of Common Stock;
fractional shares shall be accumulated until such time as a final distribution
is made, in which case any fractional share shall be paid in cash in an amount
equal to the fractional share multiplied by the average closing price of the
Common Stock for the five trading days immediately preceding the date of final
distribution.

                (vi) The Company shall deduct from all distributions
hereunder any taxes required to be withheld by the federal or any state or
local government.

         5. Change in Control; Acceleration of Distribution.
            -----------------------------------------------
            (a) Notwithstanding any other provision of the Plan, if a
Change in Control occurs and within one year subsequent to such Change in
Control either the Director ceases to serve as a member of the Board or the Plan
is terminated, then the balance in the Account shall be payable in a lump sum to
the Director within 30 days after January 1 of the calendar year following the
year in which such subsequent event takes place, unless such Director has
completed a new election form after the Change in Control but prior to the
occurrence of such subsequent event, in which case the provisions of paragraph
(b) below will no longer be applicable.

            (b) Distributions of the stock equivalents in the Account
shall be made in cash in an amount equal to the number of stock equivalents to
be distributed multiplied by the average closing price of the Common Stock for
the five trading days immediately preceding either (i) the date on which the
right to such distribution arose (that is, the date of termination of the Plan
or the Director's service on the Board), or (ii) the date of the Change in
Control, whichever is greater. For purposes of this paragraph, "Common Stock"
means the Common Stock of the Company or of the continuing or surviving
corporation following a Change in Control, as applicable.

            (c) A "Change in Control" shall be defined to mean (i) a
merger, consolidation or reorganization of the Company in which, as a
consequence of the transaction, the incumbent Directors immediately prior to
such transaction do not constitute a majority of the directors of the continuing
or surviving corporation; (ii) the acquisition, directly or indirectly, of the
power to vote 50% or more of the outstanding Common Stock of the Company by any
person, entity or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934); or (iii) any sale or other transfer, in
one or a series of transactions, of all or substantially all of the assets of
the Company; unless, in any case, a majority of the incumbent Directors
determines that such transaction or event shall not, for purposes of the Plan,
be deemed a Change in Control.

            (d) The Company shall promptly reimburse the Director for all
legal fees and expenses reasonably incurred in successfully obtaining or
enforcing any right or benefit provided under this Section.

         6. Six Month Holding Period and Other Restrictions.
            ------------------------------------------------
         All shares of Common Stock issued under the Plan must be held for six
months from the date of issuance prior to any disposition by the Director. The
Directors are subject to the restrictions of Section 16(b) of the Securities
Exchange Act of 1934, and may not resell such Common Stock except pursuant to a
Registration Statement or an exemption from the registration requirements under
the Securities Act of 1933. The Company may endorse on certificates representing
shares of Common Stock issued pursuant to the Plan such legends referring to
applicable restrictions on resale as it deems appropriate.

         7. Issuance of Common Stock.
            -------------------------
         The maximum number of shares of Common Stock available for issuance
pursuant to the Plan shall be 200,000 shares, subject to adjustment as set forth
in Section 8. The shares of Common Stock issuable to Directors under the Plan
may be issued from shares held in the Company's treasury or from authorized and
unissued shares.

         8. Adjustment to Shares of Stock Issuable Pursuant to Plan.
            --------------------------------------------------------
         In the event of any change in the outstanding shares of Common Stock
of the Company by reason of any stock split, stock dividend or recapitalization
of the Company, an equitable adjustment shall be made to the number of shares
issuable under the Plan, the amount of the annual retainer set forth in Section
2 and the number of stock equivalents credited to the stock balance in the
Account for any Director, as the Board determines is necessary or appropriate,
in its discretion, to give proper effect to such corporate action. Any such
adjustment determined in good faith by the Board shall be conclusive and binding
for all purposes of the Plan.

         9. Amendments.
            -----------
         The provisions of Section 5 may not be amended or
modified after the occurrence of a Change in Control. The Plan may otherwise be
amended, modified or terminated by the Board at any time, provided that no such
action shall reduce the amounts credited to the Account of any Director
immediately prior to such action or change the time, method or manner of
distribution of such Account.

         10.Miscellaneous.
            -------------

            (a) The provisions of the Plan shall be binding upon and
enforceable against the Company and/or the continuing or surviving corporation
in a Change of Control.

            (b) Neither the Director nor any other person shall have any
interest in any fund or in any specific asset of the Company by reason of
amounts credited to the Account of a Director hereunder, or the right to
exercise any of the rights or privileges of a shareholder (including the right
to vote) with respect to any stock equivalents credited to the Account or to
receive any distribution under the Plan except as expressly provided for in the
Plan. Distributions hereunder shall be made from the general assets of the
Company, and the rights of the Director shall be those of an unsecured general
creditor of the Company.

            (c) The interest of the Director under the Plan shall not be
assignable by the Director or the Director's beneficiary or legal
representative, either by voluntary assignment or by operation of law, and any
such attempted assignment shall be ineffective to transfer the Director's
interest; provided, however, that (i) the Director may designate beneficiaries
to receive any benefit payable under the Plan upon death, and (ii) the legal
representative of the Director's estate may assign his or her interest under the
Plan to the persons entitled to any such benefit.

            (d) Nothing contained herein shall impose any obligation on
the Company to continue the tenure of the Director beyond the term for which
such Director has been elected or prevent his or her removal.

            (e) The Plan shall be interpreted by and all questions arising
in connection therewith shall be determined by the Compensation Committee of the
Board, whose interpretation or determination shall be conclusive and binding.

            (f) If any amounts deferred pursuant to the Plan are found in
a final judgment or other order to have been includible in gross income by a
Director prior to payment of such amounts from his or her Account, such amounts
shall be immediately paid to such Director, notwithstanding any election
pursuant to Section 4.

            (g) The  provisions of the Plan shall be governed by and
construed in accordance  with the laws of the State of Georgia.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>8
<FILENAME>ex21-1201.txt
<DESCRIPTION>SUBSIDIARIES OF THE REGISTRANT
<TEXT>
EXHIBIT 21

Subsidiaries of Company

                                 Percentage Owned         State of
Subsidiaries                          by Parent         Incorporation

Harland dataPRINT, Inc.                  100               Georgia

Harland Financial Solutions, Inc.        100               Oregon

Ultradata Corporation                    100               Delaware

The Check Store, Inc.                    100               Georgia

Harland International Company            100               Georgia

Scantron Corporation                     100               Delaware

Harland Benefits Management Corporation   90               Delaware

Harland Business Products, Inc.          100               Delaware


This list excludes subsidiaries which, considered in the aggregate as a single
subsidiary, would not constitute a "significant subsidiary".


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>9
<FILENAME>ex23-1201.txt
<DESCRIPTION>INDEPENDENT AUDITORS' CONSENT
<TEXT>

Exhibit 23


INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statement Nos.
333-51020, 333-50892, 333-94727, 333-07421, 33-70386, and 33-60151 of John H.
Harland Company on Form S-8 of our report dated January 30, 2002, appearing in
this Annual Report on Form 10-K of John H. Harland Company for the year ended
December 31, 2001.



/s/ Deloitte & Touche LLP
Deloitte & Touche LLP


Atlanta, Georgia
March 25, 2002





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