EXHIBIT 4.2

Exhibit 4.2

DELUXE CORPORATION

Medium-Term Notes, Series A

Officers' Certificate and Company Order


Pursuant to the Indenture dated as of October 27, 1995 (the "Indenture"),
between Deluxe Corporation (the "Company") and Norwest Bank Minnesota, National
Association, as Trustee (the "Trustee"), and resolutions adopted by the
Company's Board of Directors on November 11, 1994 and amended on August 11,
1995, this Officers' Certificate and Company Order is being delivered to the
Trustee to establish the terms of a series of Securities in accordance with
Section 301 of the Indenture, to establish the forms of the Securities of such
series in accordance with Section 201 of the Indenture, and to establish the
procedures for the authentication and delivery of specific Securities from time
to time pursuant to Section 303 of the Indenture.

Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.

All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities, (ii) the forms of such series of
Securities and (iii) the procedures for the authentication and delivery of such
series of Securities have been complied with.

A. ESTABLISHMENT OF SERIES PURSUANT TO SECTION 301 OF INDENTURE.

There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:

(1) The Securities of such series shall bear the title "Medium-Term Notes,
Series A" (referred to herein as the "Notes").

(2) There shall be no limitation on the aggregate principal amount of the
Notes of such series, however, unless otherwise specified in an Authentication
Certificate (as defined in Section C below), the aggregate principal amount of
the Notes of such series to be issued pursuant to this Officers' Certificate is
limited to $300,000,000 or the equivalent thereof in foreign currencies or
composite currencies (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes of
such series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and
except for any Notes which, pursuant to Section 303 of the Indenture, are deemed
never to have been authenticated and delivered thereunder) as such amount may be
reduced by the issuance of other series of the Securities.

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(3) Interest will be payable to the person in whose name a Note (or any
predecessor Note) is registered at the close of business on the Regular Record
Date (as defined below) next preceding each Interest Payment Date (as defined
below); provided, however, that interest payable on the stated maturity thereof
or upon redemption or repayment (other than interest payable on a Maturity Date
or any applicable redemption date or repayment date that is also an Interest
Payment Date) will be payable to the person to whom principal shall be payable.
The first payment of any interest on any Note originally issued after a Regular
Record Date and on or before an Interest Payment Date will be made on the
Interest Payment Date following the next succeeding Regular Record Date to the
registered holder on such next succeeding Regular Record Date. Any interest
which is payable, but not punctually paid or duly provided for, on any Interest
Payment Date will be payable to the person and in the manner specified in
Section 307 of the Indenture.

(4) Unless previously redeemed or repaid, each Note will mature on the
date from 9 months to 30 years from its date of issue, as specified in such Note
and in the applicable Authentication Certificate or, if such Note is a Floating
Rate Note (as defined below) and such specified date is not a Business Day (as
defined below) with respect to such Note, the next succeeding Business Day (or,
in the case of a LIBOR Note (as defined below), if such next succeeding Business
Day falls in the next calendar month, the next preceding Business Day). If the
maturity date specified in such Note and in the applicable Authentication
Certificate for any Fixed Rate Note is a day that is not a Business Day,
principal will be paid on the next succeeding Business Day with the same force
and effect as if made on such specified maturity date. "Business Day" means
(a) with respect to any Note, any day that is not a Saturday or Sunday and that
in The City of New York, is not a day on which banking institutions generally
are authorized or obligated by law or executive order to close (and with respect
to LIBOR Notes is a day on which dealings in deposits in the relevant Specified
Currency (as defined below) are transacted in the London interbank market) and
(b) with respect to Foreign Currency Notes (as defined below) only, any day
that, in the Principal Financial Center (as defined below) of the country of the
currency in which such Notes are denominated, is not a day on which banking
institutions generally are authorized or obligated by law to close (which in the
case of Foreign Currency Notes denominated in European Currency Units ("ECUs")
shall be Luxembourg, in which case "Business Day" shall not include any day that
is a non-ECU clearing day as determined by the ECU Banking Association in
Paris).

(5) Each Note within such series that bears interest will bear interest at
either (a) a fixed rate (the "Fixed Rate Notes"), (b) an indexed rate (the
"Indexed Notes") or (c) a floating rate determined by reference to one or more
interest rate formulas, which may be adjusted by a Spread and/or Spread
Multiplier (each as defined below), and, if so specified in the applicable
Authentication Certificate with respect to one or more Interest Periods (as
defined below), one or more fixed rates (the "Floating Rate Notes"). Notes
within such series may also be issued as "Zero Coupon Notes" which do not
provide for any periodic payments of interest. Notes may be issued as
"Original Issue
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Discount Notes" at a discount from the principal amount thereof
due at the stated maturity as specified in the applicable Authentication
Certificate. Any Floating Rate Note may also have either or both of the
following as set forth in the applicable Authentication Certificate: (i) a
maximum interest rate limitation, or ceiling, on the rate of interest which may
accrue during any Interest Period; and (ii) a minimum interest rate limitation,
or floor, on the rate of interest which may accrue during any Interest Period.
The applicable Authentication Certificate may designate any of the following
interest rate formulas as applicable to one or more Interest Periods on each
Floating Rate Note: (a) the Commercial Paper Rate, in which case such Note will
be a "Commercial Paper Rate Note" with respect to such Interest Period or
Interest Periods; (b) the Federal Funds Rate, in which case such Note will be a
"Federal Funds Rate Note" with respect to such Interest Period or Interest
Periods; (c) LIBOR, in which case such Note will be a "LIBOR Note" with respect
to such Interest Period or Interest Periods; (d) the Prime Rate, in which case
such Note will be a "Prime Rate Note" with respect to such Interest Period or
Interest Periods; (e) the CD Rate, in which case such Note will be a "CD Rate
Note" with respect to such Interest Period or Interest Periods; (f) the Treasury
Rate, in which case such Note will be a "Treasury Rate Note" with respect to
such Interest Period or Interest Periods; (g) the CMT Rate, in which case such
Note will be a "CMT Rate Note" with respect to such Interest Period or Interest
Periods; or (h) such other interest rate formula as is set forth in the
applicable Authentication Certificate.

The interest rate on each Floating Rate Note for each Interest Period will
be determined by reference to (i) the applicable interest rate formula specified
in the applicable Authentication Certificate for such Interest Period, plus or
minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any, or
(ii) the applicable fixed rate per annum specified in the applicable
Authentication Certificate for such Interest Period. The "Spread" is the number
of basis points specified in the applicable Authentication Certificate as being
applicable to such Floating Rate Note for such Interest Period, and the "Spread
Multiplier" is the percentage specified in the applicable Authentication
Certificate as being applicable to such Floating Rate Note for such Interest
Period.

Each Note that bears interest will bear interest from and including its
date of issue or from and including the most recent Interest Payment Date (as
defined below) to which interest on such Note (or any predecessor Note) has been
paid or duly provided for (i) at the fixed rate per annum applicable to the
related Interest Period or Interest Periods, (ii) at the rate determined
pursuant to the applicable index or (iii) at the rate per annum determined
pursuant to the interest rate formula applicable to the related Interest Period
or Interest Periods, in each case as specified therein and in the applicable
Authentication Certificate, until the principal thereof is paid or made
available for payment. Interest will be payable on each Interest Payment Date
and at the stated maturity thereof or upon repayment or redemption. The first
payment of interest on any Note originally issued after a Regular Record Date
and on or before an Interest Payment Date will be made on the Interest Payment
Date following the next succeeding Regular Record Date to the registered holder
on such next succeeding Regular Record Date. Interest rates and interest rate
formulas are subject to change by the Company from time

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to time but no such change will affect any Note theretofore issued or which the
Company has agreed to issue. Unless otherwise specified in the applicable
Authentication Certificate, the "Interest Payment Dates" and the "Regular
Record Dates" for Fixed Rate Notes shall be as described below under
"Fixed Rate Notes" and the "Interest Payment Dates" and the "Regular
Record Dates" for Floating Rate Notes shall be as described below under
"Floating Rate Notes".

The interest rate on a Note for any Interest Period will in no event be
higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.

The applicable Authentication Certificate will specify: (i) the issue
price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any
Fixed Rate Note, the interest rate; (iii) with respect to any Indexed Note, the
index; (iv) with respect to any Floating Rate Note, the Initial Interest Rate
(as defined below), the method (which may vary from Interest Period to Interest
Period) of calculating the interest rate applicable to each Interest Period
(including, if applicable, the fixed rate per annum applicable to one or more
Interest Periods, the period to maturity of any instrument on which the interest
rate formula for any Interest Period is based (the "Index Maturity"), the Spread
and/or Spread Multiplier, the Interest Determination Dates (as defined below),
the Interest Reset Dates (as defined below) and any minimum or maximum interest
rate limitations); (v) whether such Note is an Original Issue Discount Note; and
(vi) any other terms consistent with the Indenture.

FIXED RATE NOTES

Each Fixed Rate Note, whether or not issued as an Original Issue Discount
Note, will bear interest at the annual rate specified therein and in the
applicable Authentication Certificate. Unless otherwise specified in the
applicable Authentication Certificate, the Interest Payment Dates for the Fixed
Rate Notes will be on February 15 and August 15 of each year and the Regular
Record Dates for the Fixed Rate Notes will be on the first day (whether or not a
Business Day) of the month in which such Interest Payment Date occurs. Unless
otherwise specified in the applicable Authentication Certificate, interest
payments for Fixed Rate Notes shall be the amount of interest accrued from, and
including, the next preceding Interest Payment Date to which interest has been
paid or duly provided for (or from, and including, the date of issue if no
interest has been paid or duly provided for with respect to such Fixed Rate
Note) to, but excluding, the relevant Interest Payment Date. Interest on Fixed
Rate Notes will be computed and paid on the basis of a 360-day year of twelve
30-day months. In the event that any Interest Payment Date or any applicable
Redemption Date or Repayment Date (as defined below) on a Fixed Rate Note is not
a Business Day, interest, and in the case of any redemption or repayment,
principal, will be paid on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date.


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FLOATING RATE NOTES

The Interest Payment Dates for the Floating Rate Notes shall be as
specified in such Notes and in the applicable Authentication Certificate, and,
unless otherwise specified in the applicable Authentication Certificate, the
Regular Record Dates for the Floating Rate Notes will be the day (whether or not
a Business Day) fifteen calendar days preceding each Interest Payment Date.
Unless otherwise specified in the applicable Authentication Certificate and
except as provided below, interest on Floating Rate Notes will be payable on the
following Interest Payment Dates: in the case of Floating Rate Notes with a
daily, weekly or monthly Interest Reset Date, on the third Wednesday of each
month or on the third Wednesday of February, May, August and November of each
year; in the case of Floating Rate Notes with a quarterly Interest Reset Date,
on the third Wednesday of February, May, August and November of each year; in
the case of Floating Rate Notes with a semi-annual Interest Reset Date, on the
third Wednesday of the two months of each year specified in the applicable
Authentication Certificate; and in the case of Floating Rate Notes with an
annual Interest Reset Date, on the third Wednesday of the month of each year
specified in the applicable Authentication Certificate, and in each case at
maturity or upon repayment or redemption. If any Interest Payment Date or any
applicable Redemption Date or Repayment Date for any Floating Rate Note would
otherwise be a day that is not a Business Day, the Interest Payment Date,
Redemption Date or Repayment Date for such Floating Rate Note shall be postponed
to the next day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.

The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually (the date on which each
such reset occurs, an "Interest Reset Date"), as specified in the applicable
Authentication Certificate. Unless otherwise specified in the applicable
Authentication Certificate, the Interest Reset Date will be as follows: in the
case of Floating Rate Notes which are reset daily, each Business Day; in the
case of Floating Rate Notes (other than Treasury Rate Notes) which are reset
weekly, the Wednesday of each week; in the case of Treasury Rate Notes which are
reset weekly, the Tuesday of each week (except if the auction date falls on a
Tuesday, then the next Business Day, as provided below); in the case of Floating
Rate Notes which are reset monthly, the third Wednesday of each month; in the
case of Floating Rate Notes which are reset quarterly, the third Wednesday of
February, May, August and November of each year; in the case of Floating Rate
Notes which are reset semiannually, the third Wednesday of the two months of
each year specified in the applicable Authentication Certificate; and in the
case of Floating Rate Notes which are reset annually, the third Wednesday of the
month of each year specified in the applicable Authentication Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
the interest rate determined with respect to any Interest Determination Date
will become effective on and as of the next succeeding Interest Reset Date;
provided, however, that


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(i) the interest rate in effect from the date of issue to the first Interest
Reset Date with respect to a Floating Rate Note (the "Initial Interest Rate")
will be as specified in the applicable Authentication Certificate and (ii)
the interest rate in effect for the 10 days immediately prior to maturity
will be that in effect on the tenth day preceding such maturity. If any
Interest Reset Date for any Floating Rate Note would otherwise be a day that
is not a Business Day, such Interest Reset Date shall be postponed to the
next day that is a Business Day, except that in the case of a LIBOR Note, if
such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day.

As used herein, "Interest Determination Date" means the date as of which
the interest rate for a Floating Rate Note is to be calculated, to be effective
as of the following Interest Reset Date and calculated on the related
Calculation Date (as defined below). Unless otherwise specified in the
applicable Authentication Certificate, the Interest Determination Date
pertaining to any Interest Reset Date for a Commercial Paper Rate Note, a
Federal Funds Rate Note, a LIBOR Note, a Prime Rate Note, a CD Rate Note or a
CMT Rate Note (the "Commercial Paper Interest Determination Date", the "Federal
Funds Interest Determination Date", the "LIBOR Interest Determination Date", the
"Prime Interest Determination Date", the "CD Interest Determination Date" and
the "CMT Interest Determination Date", respectively) will be the second Business
Day prior to such Interest Reset Date. Unless otherwise specified in the
applicable Authentication Certificate, the Interest Determination Date
pertaining to an Interest Reset Date for a Treasury Rate Note (the "Treasury
Interest Determination Date") will be the day of the week on which Treasury
bills would normally be auctioned in the week in which such Interest Reset Date
falls. If, as the result of a legal holiday, an auction for Treasury bills is
held on the Friday preceding the normal Monday auction date, such Friday will be
the Treasury Interest Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week. If such an auction date shall fall on
any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date
shall instead be the first Business Day immediately following such auction date.

Unless otherwise specified in the applicable Authentication Certificate,
interest payments on an Interest Payment Date for a Floating Rate Note will
include interest accrued from, and including, the next preceding Interest
Payment Date to which interest has been paid or duly provided for (or from, and
including, the date of issue if no interest has been paid or duly provided for
with respect to such Floating Rate Note) to, but excluding, such Interest
Payment Date (each such interest accrual period, an "Interest Period"). Accrued
interest from the date of issue or from the last date to which interest has been
paid or duly provided for to the date for which interest is being calculated
shall be calculated by multiplying the face amount of a Floating Rate Note by
the applicable accrued interest factor (the "Accrued Interest Factor"). The
Accrued Interest Factor shall be computed by adding together the interest
factors calculated for each day from the date of issue, or from the last date to
which interest has been paid or duly provided for, to, but excluding, the date
for which accrued interest is being calculated. The interest factor for each
such day shall be computed by dividing the per

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annum interest rate applicable to such day by 360 in the case of Commercial
Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes, Prime Rate
Notes and CD Rate Notes, or by the actual number of days in the year in the case
of Treasury Rate Notes and CMT Rate Notes. The interest rate in effect on each
day will be (i) if such day is an Interest Reset Date, the interest rate with
respect to the Interest Determination Date pertaining to such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate with
respect to the Interest Determination Date pertaining to the next preceding
Interest Reset Date, subject in either case to any maximum or minimum interest
rate limitation referred to above or in the applicable Authentication
Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
Norwest Bank Minnesota, National Association, will be the "Calculation Agent".
On or before each Calculation Date, the Calculation Agent will determine the
interest rate as described below and notify the Paying Agent. The Paying Agent
will determine the Accrued Interest Factor applicable to any such Floating Rate
Note. The Paying Agent will, upon the request of the holder of any Floating
Rate Note, provide the interest rate then in effect and the interest rate which
will become effective as a result of a determination made with respect to the
most recent Interest Determination Date with respect to such Floating Rate Note.
The determinations of interest rates made by the Calculation Agent shall be
conclusive and binding, and neither the Trustee nor the Paying Agent shall have
the duty to verify determinations of interest rates made by the Calculation
Agent. The determinations of Accrued Interest Factors made by the Paying Agent
shall be conclusive and binding. Unless otherwise specified in the applicable
Authentication Certificate, the "Calculation Date", if applicable, pertaining to
any Interest Determination Date on a Floating Rate Note will be the earlier of
(i) the tenth calendar day after such Interest Determination Date, or, if any
such day is not a Business Day, the next succeeding Business Day, and (ii) the
Business Day preceding the applicable Interest Payment Date or the stated
maturity date or repayment or redemption date, as the case may be.

Unless otherwise specified in the applicable Authentication Certificate,
all percentages resulting from any calculation referred to in this Officers'
Certificate and Company Order will be rounded, if necessary, to the nearest one
hundred-thousandth of one percentage point, with five one-millionths of one
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654%
(or .0987654)); all calculations of the interest factor for any day on Floating
Rate Notes will be rounded, if necessary, to the nearest one hundred-millionth,
with five one-billionths rounded upward (e.g., .098765455 being rounded to
.09876546 and .098765454 being rounded to .09876545); and all currency or
composite currency amounts used in or resulting from such calculations on the
Notes will be rounded to the nearest one-hundredth of a unit (with .005 of a
unit being rounded upward).


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COMMERCIAL PAPER RATE NOTES. Commercial Paper Rate Notes will bear
interest at the interest rates (calculated with reference to the Commercial
Paper Rate and the Spread and/or Spread Multiplier, if any) specified in the
Commercial Paper Rate Note and in the applicable Authentication Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
"Commercial Paper Rate" means, with respect to any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on that date for commercial paper having the Index Maturity specified
in the applicable Authentication Certificate as such rate is published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)")
under the heading "Commercial Paper". If by 3:00 p.m., New York City time, on
the Calculation Date pertaining to such Commercial Paper Interest Determination
Date such rate is not so published, then the Commercial Paper Rate shall be the
Money Market Yield of the rate on that Commercial Paper Interest Determination
Date for commercial paper having the Index Maturity designated in the applicable
Authentication Certificate as published by the Federal Reserve Bank of New York
in its daily statistical release, "Composite 3:30 p.m. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading "Commercial
Paper". If by 3:00 p.m., New York City time, on such Calculation Date such rate
is not yet published in either H.15(519) or Composite Quotations, the Commercial
Paper Rate for that Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent as of 11:00
a.m., New York City time, on that Commercial Paper Interest Determination Date,
for commercial paper having the Index Maturity specified in the applicable
Authentication Certificate placed for an industrial issuer whose bond rating is
"AA", or the equivalent, from a nationally recognized securities rating agency;
provided, however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, the Commercial
Paper Rate with respect to such Commercial Paper Interest Determination Date
will remain the Commercial Paper Rate in effect on such Commercial Paper
Interest Determination Date.

"Money Market Yield" shall be a yield calculated in accordance with the
following formula:

Money Market Yield = D x 360 x 100
-----------------
360-(D x M)

where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.


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FEDERAL FUNDS RATE NOTES. Federal Funds Rate Notes will bear interest at
the interest rates (calculated with reference to the Federal Funds Rate and the
Spread and/or Spread Multiplier, if any) specified in the Federal Funds Rate
Notes and in the applicable Authentication Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
"Federal Funds Rate" means, with respect to any Federal Funds Interest
Determination Date, the rate on that day for Federal Funds as such rate is
published in H.15(519) under the heading "Federal Funds Effective" or, if not so
published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Federal Funds Interest Determination Date, the Federal Funds
Rate will be the rate on such Federal Funds Interest Determination Date as
published in Composite Quotations under the heading "Federal Funds/Effective
Rate". If such rate is not so published in either H.15(519) or Composite
Quotations by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Federal Funds Interest Determination Date, the Federal Funds Rate for
such Federal Funds Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds arranged by three leading dealers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent as of 11:00 a.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Federal Funds Rate will remain the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.

LIBOR NOTES. LIBOR Notes will bear interest at the interest rates
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any) specified in the LIBOR Notes and in the applicable Authentication
Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
LIBOR will be determined by the Calculation Agent in accordance with the
following provisions:

(i) With respect to a LIBOR Interest Determination Date, LIBOR will be
determined on the basis of the offered rates for deposits in the Index
Currency (as defined below) having the Index Maturity designated in the
applicable Authentication Certificate, commencing on the second Business
Day immediately following that LIBOR Interest Determination Date, as such
rates appear as of 11:00 a.m. London time on such LIBOR Interest
Determination Date on the display screen designated "Page 3750" by Telerate
Data Service, or such other page as may replace such page on that service
or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates for deposits in the relevant Index Currency ("Telerate Page 3750").
If no such rates appear on Telerate Page 3750, then LIBOR in respect of
that LIBOR Interest Determination Date will be the arithmetic mean of
the offered rates (unless the display referred to below by

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its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the London interbank market in the Index
Currency having the Index Maturity designated in the applicable
Authentication Certificate and commencing on the second Business
Day immediately following such LIBOR Interest Determination Date that
appear on the display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank offered rates of major banks for
the applicable Index Currency as of 11:00 a.m., London time, on such LIBOR
Interest Determination Date, if at least two such offered rates appear
(unless, as aforesaid, only a single rate is required). If fewer than two
such rates appear (or, if such display by its terms provides for only a
single rate, in which case if no such rate appears), then LIBOR in respect
of such LIBOR Interest Determination Date will be determined as if the
parties had specified the rate described in clause (ii) below.

(ii) If LIBOR with respect to a LIBOR Interest Determination Date is to be
determined pursuant to this clause (ii), the Calculation Agent will request
the principal London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation Agent, to provide
the Calculation Agent with its offered quotation for deposits in the Index
Currency for the period of the Index Maturity designated in the applicable
Authentication Certificate, commencing on the second Business Day
immediately following such LIBOR Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London
time, on such LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such Index Currency in
such market at such time. If at least two such quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date will
be the arithmetic mean of the rates quoted at approximately 11:00 a.m., (or
such other time specified in the applicable Authentication Certificate), in
the applicable Principal Financial Center (as defined below), on such LIBOR
Interest Determination Date by three major banks in such Principal
Financial Center selected by the Calculation Agent for loans in the Index
Currency to leading European banks, having the Index Maturity designated in
the applicable Authentication Certificate and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined on such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.

"Index Currency" means the currency (including composite currencies)
specified in the applicable Authentication Certificate as the currency for which
LIBOR shall be calculated. If no such currency is specified in the applicable
Authentication Certificate, the Index Currency shall be United States dollars.



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"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Deutsche marks, Italian lira, Swiss francs, Dutch guilders and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Milan, Zurich, Amsterdam and Luxembourg, respectively.

PRIME RATE NOTES. Prime Rate Notes will bear interest at the interest
rates (calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any) specified in the Prime Rate Notes and in the applicable
Authentication Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
"Prime Rate" means, with respect to any Prime Interest Determination Date, the
rate set forth for the relevant Prime Interest Determination Date as such rate
is published in H.15(519) under the heading "Bank Prime Loan." In the event
that such rate is not so published by 3:00 p.m., New York City time, on the
relevant Calculation Date, then the Prime Rate with respect to such Prime
Interest Determination Date will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may
replace the USPRIME1 page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks) ("Reuters Screen
USPRIME1 Page") as such banks' prime rate or base lending rate as in effect for
such Prime Interest Determination Date. If fewer than four such rates appear on
the Reuters Screen USPRIME1 Page on such Interest Determination Date, the Prime
Rate shall be calculated by the Calculation Agent and shall be determined as the
arithmetic mean of the prime rates or base rates for commercial loans quoted in
The City of New York as of the close of business on such date by three
substitute banks or trust companies organized and doing business under the laws
of the United States, or any State thereof, having total equity capital of at
least $500,000,000 and being subject to supervision or examination by a federal
or state authority, selected by the Calculation Agent (after consultation with
the Company); provided, however, that if fewer than three banks or trust
companies selected as aforesaid by the Calculation Agent are quoting as
specified in this sentence, the Prime Rate will remain the Prime Rate in effect
on such Prime Interest Determination Date.

CD RATE NOTES. CD Rate Notes will bear interest at the interest rates
(calculated with reference to the CD Rate and the Spread and/or Spread
Multiplier, if any) specified in the CD Rate Notes and in the applicable
Authentication Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
"CD Rate" means, with respect to any CD Interest Determination Date, the rate on
such date for negotiable certificates of deposit having the Index Maturity
specified in the applicable Authentication Certificate as such rate is published
in H.15(519) under the heading "CDs (Secondary Market)". If by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such CD Interest
Determination Date such rate is not so published, then the CD Rate shall be
the rate on such CD Interest Determination Date

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for negotiable certificates of deposit of the Index Maturity designated in
the applicable Authentication Certificate as published in Composite
Quotations under the heading "Certificates of Deposit". If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not so published in
either H.15(519) or Composite Quotations, the CD Rate for that CD Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the secondary market offered rates as of 3:00 p.m.,
New York City time, on such CD Interest Determination Date, of three leading
nonbank dealers in negotiable United States dollar certificates of deposit in
The City of New York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks which are
then rated A-1+ by Standard & Poor's Corporation and PF-1 by Moody's
Investors Service with a remaining maturity closest to the Index Maturity
specified in the applicable Authentication Certificate in denominations of
$5,000,000; provided, however, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the CD Rate will remain the CD Rate in effect on such CD Interest
Determination Date.

TREASURY RATE NOTES. Treasury Rate Notes will bear interest at the
interest rates (calculated with reference to the Treasury Rate and the Spread
and/or Spread Multiplier, if any) specified in the Treasury Rate Notes and in
the applicable Authentication Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
"Treasury Rate" means, with respect to any Treasury Interest Determination Date,
the rate for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified in the applicable
Authentication Certificate as such rate is published in H.15(519) under the
heading "U.S. Government Securities--Treasury Bills--auction average
(investment)" or, if not so published in H.15 (519) by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Treasury Interest Determination
Date, the auction average rate (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity designated in the applicable Authentication Certificate are not
otherwise reported as provided above by 3:00 p.m., New York City time, on such
Calculation Date or no such auction is held in a particular week, then the
Treasury Rate shall be the rate published in H.15(519) under the heading "U.S.
Government Securities--Treasury Bills--Secondary Market" (expressed as a bond
equivalent yield on the basis of a 365 or 366 day year, as applicable, on a
daily basis), or if not published by 3:00 p.m., New York City time on the
related Calculation Date, the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) calculated using the arithmetic mean of the secondary market
bid rates, as of 3:30 p.m., New York City time, on such Treasury Interest
Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity
designated in the

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applicable Authentication Certificate; provided, however, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
specified in this sentence, the Treasury Rate with respect to such Treasury
Interest Determination Date will remain the Treasury Rate in effect on such
Treasury Interest Determination Date.

CMT RATE NOTES. CMT Rate Notes will bear interest at the interest rates
(calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any) specified in the CMT Rate Note and in the applicable
Authentication Certificate.

Unless otherwise specified in the applicable Authentication Certificate,
"CMT Rate" means, with respect to any CMT Interest Determination Date, the rate
displayed on the Designated CMT Telerate Page (as defined below) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release
H.15 . . . Mondays Approximately 3:45 p.m.", under the column for the Designated
CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate
Page is 7055, the rate on such CMT Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the week or the month, as applicable,
ended immediately preceding the week in which the related CMT Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Interest Determination Date
will be such Treasury Constant Maturity rate for the Designated CMT Maturity
Index as published in the relevant H.15(519). If such rate is no longer
published, or, if not so published by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Interest Determination
Date will be such Treasury Constant Maturity rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the Designated CMT
Maturity Index) for the CMT Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board of Governors of
the Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 p.m., New York City time, on the
related Calculation Date, then the CMT Rate for the CMT Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 p.m., New York City time on the CMT
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury notes quotations, the CMT
Rate for such CMT Interest

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Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 p.m., New York City time, on the CMT
Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100,000,000. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided however,
that if fewer than three Reference Dealers selected by the Calculation Agent
are quoting as described herein, the CMT Rate will be the CMT Rate in effect
on such CMT Interest Determination Date. If two Treasury notes with an
original maturity as described in the third preceding sentence, have
remaining terms to maturity equally close to the Designated CMT Maturity
Index, the quotes for the CMT Rate Note with the shorter remaining term to
maturity will be used.

"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in the applicable Authentication Certificate (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified in the applicable Authentication Certificate, the
Designated CMT Telerate Page shall be 7052, for the most recent week.

"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Authentication Certificate with respect to which the
CMT Rate will be calculated. If no such maturity is specified in the applicable
Authentication Certificate, the Designated CMT Maturity Index shall be 2 years.

ZERO COUPON NOTES

The specific terms of any Zero Coupon Notes will be set forth in the
applicable Authentication Certificate.

(6) Unless otherwise specified in the applicable Authentication
Certificate, principal of (and premium, if any) and interest (if any) on the
Notes will be payable, and, except as provided in Section 305 of the Indenture
with respect to any Global Security (as defined below) representing Book-Entry
Notes (as defined below), the transfer of the Notes will be registrable and
Notes will be exchangeable for Notes bearing identical terms and provisions at
the corporate trust office of Norwest Bank Minnesota, National Association
(the "Paying Agent"), in The City of Minneapolis, Minnesota or at its

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agency located in The City of New York, provided that payments of interest
with respect to any Certificated Note (as defined below), other than interest
at maturity or upon redemption, may be made at the option of the Company by
check mailed to the address of the person entitled thereto as it appears on
the registry books of the Company at the close of business on the Regular
Record Date corresponding to the relevant Interest Payment Date. Unless
otherwise specified in the applicable Authentication Certificate, holders of
$10,000,000 or more in aggregate principal amount of Certificated Notes shall
be entitled to receive payments of interest, other than interest at maturity
or upon redemption, by wire transfer of immediately available funds, if
appropriate wire transfer instructions have been given to the Paying Agent in
writing not later than the Regular Record Date prior to the applicable
Interest Payment Date.

(7) Unless an initial date on which a Note may be redeemed by the Company
(a "Redemption Commencement Date") is set forth in the applicable Authentication
Certificate, the Notes shall not be redeemable prior to their stated maturity.
If a Redemption Commencement Date is so specified with respect to any Note, the
applicable Authentication Certificate shall also specify one or more redemption
prices ("Redemption Prices") (unless otherwise specified in such Authentication
Certificate, expressed as a percentage of the principal amount of such Note or,
in the case of Zero Coupon Notes or certain interest bearing Notes issued as
Original Issue Discount Notes (as specified in the applicable Authentication
Certificate), as a percentage of the Amortized Face Amount (as defined below) of
such Note as described in Paragraph (13) below), together with accrued interest,
if any, to the date of redemption (or, in the case of any interest bearing Note
issued as an Original Issue Discount Note, any accrued but unpaid "qualified
stated interest" payments (as specified in Paragraph (13) below)) and the
redemption period or periods ("Redemption Periods") during which such Redemption
Prices shall apply. Unless otherwise specified in the applicable Authentication
Certificate, the Company may redeem any of the Notes which are redeemable and
remain outstanding either in whole or from time to time in part upon the terms
and conditions set forth in Article XI of the Indenture.

(8) The Notes will not be subject to any sinking fund and, unless a date
or dates on which a Note may be repayable at the option of the Holder thereof
(each a "Repayment Date") is specified in the applicable Authentication
Certificate, will not be repayable at the option of a holder prior to their
stated maturity. If a Repayment Date is so specified with respect to any Note,
the applicable Authentication Certificate will also specify one or more
repayment prices ("Repayment Prices") (unless otherwise specified in such
Authentication Certificate, expressed as a percentage of the principal amount of
such Note or, in the case of Zero Coupon Notes or certain interest bearing Notes
issued as Original Issue Discount Notes (as specified in the applicable
Authentication Certificate), as a percentage of the Amortized Face Amount of
such Note as described in Paragraph (13) below), together with accrued
interest, if any, to the date of repayment (or, in the case of any interest
bearing Note issued as an Original Issue Discount Note, any accrued but unpaid
"qualified stated interest" payments (as specified


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in Paragraph (13) below)), the repayment period or periods ("Repayment Periods")
during which such Repayment Prices shall apply and any other terms of such
repayment.

(9) Unless otherwise specified in the applicable Authentication
Certificate, Notes of such series, other than Foreign Currency Notes, may be
issued only in fully registered form and the authorized denomination of the
Notes of such series shall be $100,000 and any integral multiple of $1,000 in
excess thereof. Foreign Currency Notes will be issued in the denominations
specified in the applicable Authentication Certificate.

(10) The Notes may be denominated, and payments of principal of and any
premium and interest on the Notes will be made, in United States dollars or in
such foreign currencies or composite currencies (a "Specified Currency") as may
be specified in the applicable Authentication Certificate (each such Note
denominated in a Specified Currency other than United States Dollars, a "Foreign
Currency Notes").

(11) Unless otherwise specified in the applicable Authentication
Certificate, the Notes shall be subject to the events of default specified in
Section 501, paragraphs (1) through (7), of the Indenture.

(12) Unless otherwise specified in the applicable Authentication
Certificate, the Notes shall be subject to the restrictive covenants specified
in Sections 1007 and 1008 of the Indenture.

(13) The portion of the principal amount of the Notes, other than Original
Issue Discount Notes (including any Zero Coupon Notes), which shall be payable
upon declaration of acceleration of maturity thereof shall not be other than the
principal amount thereof. Unless otherwise specified in the applicable
Authentication Certificate, the portion of the principal amount of Zero Coupon
Notes and certain interest bearing Notes issued as Original Issue Discount Notes
(as specified in the applicable Authentication Certificate) upon any
acceleration of the maturity thereof will be the Amortized Face Amount (as
defined below) thereof, and the amount payable to the holder of such Original
Issue Discount Note upon any redemption or repayment thereof will be the
applicable percentage of the Amortized Face Amount thereof specified in the
applicable Authentication Certificate, in each case as determined by the Company
plus, in the case of any interest bearing Note issued as an Original Issue
Discount Note, any accrued but unpaid "qualified stated interest payments" (as
defined in the Treasury Regulations regarding original issue discount issued by
the Treasury Department in January 1994 (the "Regulations")). The "Amortized
Face Amount" of an Original Issue Discount Note is equal to the sum of (i) the
Issue Price (as defined below) of such Original Issue Discount Note and (ii)
that portion of the difference between the Issue Price and the principal amount
of such Original Issue Discount Note due at the stated maturity thereof that has
been amortized at the Stated Yield (as defined below) of such Original Issue
Discount

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Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue
Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each
case as in effect on the issue date of such Original Issue Discount Note) at
the date as of which the Amortized Face Amount is calculated, but in no event
can the Amortized Face Amount exceed the principal amount of such Note due at
the stated maturity thereof. As used in the preceding sentence, the term
"Issue Price" means the principal amount of such Original Issue Discount Note
due at the stated maturity thereof less the "Original Issue Discount" of such
Original Issue Discount Note specified on the face thereof and in the
applicable Authentication Certificate. The term "Stated Yield" of such
Original Issue Discount Note means the "Yield to Maturity" specified on the
face of such Original Issue Discount Note and in the applicable
Authentication Certificate for the period from the Original Issue Date of
such Original Issue Discount Note, as specified on the face of such Original
Issue Discount Note and in the applicable Authentication Certificate, to the
stated maturity thereof based on its Issue Price and principal amount payable
at the stated maturity thereof.

(14) The Notes may be issued with the principal amount thereof payable at
maturity or upon redemption or repayment or the interest payable on any Interest
Payment Date, or both, to be determined with reference to an index or indices
(E.G., currencies, composite currencies, commodities, financial or nonfinancial
indices) or other factors set forth in the applicable Authentication
Certificate. Holders of such Notes may receive a principal amount at maturity or
upon redemption or repayment that is greater than or less than the face amount
of the Note depending upon such index or other factor. Information as to the
method for determining the principal amount payable at maturity or upon
redemption or repayment or the amount of interest payable on any Interest
Payment Date, as the case may be, and the applicable index or other factor will
be set forth in the applicable Authentication Certificate.

(15) Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of the Depository (each such Note
represented by a Global Security being herein referred to as a "Book-Entry
Note") or a certificate issued in definitive registered form, without coupons (a
"Certificated Note"), as set forth in the applicable Authentication Certificate.
Unless otherwise specified in the applicable Authentication Certificate, The
Depository Trust Company will act as Depositary. Except as provided in Section
305 of the Indenture, Book-Entry Notes will not be issuable in certificated form
and will not be exchangeable or transferable. So long as the Depositary or its
nominee is the registered holder of any Global Security, the Depositary or its
nominee, as the case may be, will be considered the sole Holder of the Book-
Entry Note or Notes represented by such Global Security for all purposes under
the Indenture and the Notes.

(16) Unless otherwise specified in the applicable Authentication
Certificate with respect to Notes for which the principal of or any premium or
interest on such Notes is denominated or payable in a Specified Currency other
than United States dollars, Sections 403 and 1009 of the Indenture shall apply
to the Notes.

(17) Subject to the terms of the Indenture and the resolutions and
authorizations referred to in the first paragraph hereof, the Notes shall have
such other
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terms (which may be in addition to or different from the terms set
forth herein) as are specified in the applicable Authentication Certificate.

B. ESTABLISHMENT OF NOTE FORMS PURSUANT TO SECTION 201 OF INDENTURE.

It is hereby established pursuant to Section 201 of the Indenture that the
Global Securities representing Book-Entry Notes denominated and payable in
United States dollars shall be substantially in the forms attached as Exhibits
A, B, C and D hereto, unless a different form is provided in the applicable
Authentication Certificate (which Authentication Certificate shall be an
"Officers' Certificate" satisfying the requirements of Section 201 of the
Indenture). The Notes shall have such additional terms as shall be set forth in
the applicable Authentication Certificate and delivered to the Trustee or its
authenticating agent. Upon receipt (including by facsimile) of such an
Authentication Certificate, the Trustee or its authenticating agent is hereby
instructed to insert such terms on the face of the Notes relating thereto.

C. ESTABLISHMENT OR PROCEDURES FOR AUTHENTICATION OF NOTES PURSUANT TO
SECTION 303 OF INDENTURE.

It is hereby ordered pursuant to Section 303 of the Indenture that Notes
may be authenticated by the Trustee and issued in accordance with the
Administrative Procedures attached hereto as Exhibit E and upon receipt by the
Trustee (including by facsimile) of an Authentication Certificate Supplemental
to this Officers' Certificate and Company Order, in substantially the form
attached as Exhibit F hereto (an "Authentication Certificate"), setting forth
the information specified or contemplated therein for the particular Notes to be
authenticated and issued. At least one officer signing each Authentication
Certificate shall be an Authorized Officer as defined in the resolutions
referred to in the first paragraph hereof.

D. OTHER MATTERS.

The applicable Authentication Certificate shall specify any agent of the
Company designated for the purpose of delivering, for cancellation by the
Trustee pursuant to Section 309 of the Indenture, Notes which have not been
issued and sold by the Company.

The undersigned have read the pertinent sections of the Indenture including
the related definitions contained therein. The undersigned have examined the
resolutions adopted by the Board of Directors of the Company and the
authorizations adopted by the Committee of the Board of Directors. In the
opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii) the
procedures for authentication of such series of Securities,


-18-


contained in the Indenture have been complied with. In the opinion of the
undersigned, such conditions have been complied with.

Dated: October 27, 1995 DELUXE CORPORATION

By
-----------------------------------
Charles M. Osborne
Senior Vice President and
Chief Financial Officer

And
-----------------------------------
Donna G. Stephens
Vice President and Treasurer


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