EX 10A DEFERRED COMPENSATION PLAN

Exhibit 10 A


DELUXE CORPORATION


DEFERRED COMPENSATION PLAN


SECTION 1. RESTATEMENT AND PURPOSE

1.1. RESTATEMENT. Deluxe Corporation, a Minnesota corporation (hereinafter
called the "Company"), established, effective as of November 15, 1983, a
deferred compensation plan known as the "DELUXE CORPORATION DEFERRED
COMPENSATION PLAN" (hereinafter called the "Plan"). It is hereby desired to
amend and restate the Plan in a single document in the manner hereinafter set
forth effective as of January 1, 1996.

1.2. PURPOSE. The purpose of the Plan is to provide a means whereby amounts
payable by the Company to Participants (as hereinafter defined) may be deferred
to some future period. It is also the purpose of the Plan to attract and retain
as employees persons whose abilities, experience and judgment will contribute to
the growth and profitability of the Company.

SECTION 2. DEFINITIONS

2.1. DEFINITIONS. Whenever used in this Plan, the following terms shall have
the meanings set forth below:

(a) "Affiliate" means a business entity which is affiliated in
ownership with the Company and is recognized as an Affiliate by
the Management Committee for the purposes of this Plan.

(b) "Base Salary" means the base salary scheduled to be paid to a
Participant during a Plan Year without regard to any Incentive
Compensation, or any portion deferred under this Plan.

(c) "Committee" means the Compensation Committee of the Board of
Directors of the Company.

(d) "Deferral Account" means the separate bookkeeping account
representing the unfunded and unsecured general obligation of
Company established with respect to each Participant to which is
credited the dollar amounts specified in Section 5 and from
which are subtracted payments made pursuant to Sections 6 and 7.
To the extent necessary to accommodate and effect the
distribution elections made by Participants pursuant to Section
4, separate bookkeeping sub-accounts may be established with
respect to each of the several deferral elections made by
Participants.


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(e) "Disability" means, as to a Participant who is an employee of the
Company, a determination of disability under Company's Long Term
Disability Plan. If the Participant is an employee of an
Affiliate, "Disability" means, as to such Participant, a
determination of disability under the Long Term Disability Plan
of such Affiliate, or, if no such Plan exists, then under the
Long Term Disability Plan of the Company as if such Participant
were a participant in such plan. If the Company discontinues
its Long Term Disability Plan, then "Disability" shall mean long
term disability as defined in any other Plan of the Company
which generally defines long term disability for purposes of
such other plan. In no event, however, shall a Participant be
considered to have a Disability for purposes of this Plan until
such time as such Participant is entitled to begin (or would be
entitled to begin, if such Participant were a participant in the
relevant plan) receipt of benefits under such long term
disability or other relevant plan.

(f) "Eligible Employee" means an employee of the Company or its
Affiliates who (i) is an officer or assistant officer, or (ii)
has significant management or professional responsibilities, and
(iii) who is highly compensated. Subject to the limitations
contained in Section 3, the Management Committee from time to
time may (i) establish rules governing the eligibility of
employees of the Company and its Affiliates to participate in
the Plan and, such rules, if adopted, shall be deemed to further
define or amend, as the case may be, the definition of "Eligible
Employee" herein, and (ii) permit certain employees of the
Company and its Affiliates, who would not otherwise be eligible
to participate in the Plan, to participate in the Plan.

(g) "Event of Maturity" means any of the occurrences described in
Section 6 by reason of which a Participant or Beneficiary may
become entitled to a distribution from the Plan.

(h) "Incentive Compensation" means the incentive, bonus, and similar
compensation which is paid to a Participant based on performance
or other factors during a Plan Year without regard to any
portion deferred under this Plan.

(i) "Installment Amount" means that portion or all of a Deferral
Account (expressed in dollars) that is to be paid during a
single one hundred twenty (120) month period (having common
initial and final installment dates) designated by the
Participant in writing at the time of his or her enrollments
made in accordance with this Plan.

(j) "Management Committee" means the Management Committee formed by
the Chief Executive Officer pursuant to Section 11 of the Plan.

(k) "Participant" means any Eligible Employee who is affirmatively
selected by the Management Committee and who elects to
participate in the Plan.


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(l) "Plan Year" means the twelve-month period coinciding with the
Company's fiscal year and ending on each December 31.

(m) "Selected Distribution Date" shall mean the date that is
designated in accordance with this Plan by the Participant in
writing at the time of his or her enrollments as the date (or
dates) for the payment or commencement of payments of his or her
Deferral Account or any portion thereof. In the absence of an
effective election of any other date(s), a Participant's
Selected Distribution Date shall be the date of his or her
Termination of Employment.

(n) "Termination of Employment" means a complete severance of a
Participant's employment relationship with the Company and all
Affiliates. A transfer from employment with the Company to
employment with an Affiliate of the Company or other transfer
between Affiliates or from an Affiliate to the Company shall not
constitute a Termination of Employment. If an Affiliate ceases
to be an Affiliate because of a sale or other disposition of
substantially all its stock or assets, then Participants who are
employed by that Affiliate shall be deemed to have had a
Termination of Employment for the purposes of this Plan as of
the effective date of such sale.

SECTION 3. ELIGIBILITY FOR PARTICIPATION

Each Eligible Employee of the Company and its Affiliates shall be eligible to
participate in the Plan and shall become a Participant upon selection by the
Management Committee. In the event a Participant ceases to be an Eligible
Employee, he or she shall become an inactive Participant, retaining all the
rights described under the Plan, except the right to elect any further
deferrals. Notwithstanding anything apparently to the contrary in this Plan or
in any written communication, summary, resolution or document or oral
communication, no individual shall be a Participant in this Plan, develop
benefits under this Plan or be entitled to receive benefits under this Plan
(either for himself or herself or his or her survivors) unless such individual
is a member of a select group of management or highly compensated employees (as
that expression is used in ERISA). If a court of competent jurisdiction, any
representative of the U.S. Department of Labor or any other governmental,
regulatory or similar body makes any direct or indirect, formal or informal,
determination that an individual is not a member of a select group of management
or highly compensated employees (as that expression is used in ERISA), such
individual shall not be (and shall not have ever been) a Participant in this
Plan at any time. If any person not so defined has been erroneously treated as a
Participant in this Plan, upon discovery of such error such person's erroneous
participation shall immediately terminate ab initio and the Company shall
distribute the individual's Deferral Account immediately.


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SECTION 4. ELECTION TO DEFER

4.1. GENERAL RULE. Prior to the first day of any Plan Year, a Participant
may make a deferral election for that Plan Year. A separate enrollment shall be
made for each Plan Year. Each such deferral election:

(a) Shall be irrevocable for the Plan Year with respect to which it
is made once it has been accepted by the Chief Executive Officer
of the Company.

(b) Shall designate the amount or portion of the Participant's
Incentive Compensation which is earned during that Plan Year
(without regard to whether it would be paid during that or a
subsequent Plan Year) which shall not be paid to the Participant
but instead shall be accumulated in this Plan under Section 5
and distributed from this Plan under Section 6. Such
designation shall be in a minimum amount of $1,000. If
expressed as a percentage, such percentage shall not exceed
fifty percent (50%) of such Participant's targeted Incentive
Compensation. If expressed as a dollar amount, such dollar
amount shall not exceed the dollar amount equivalent of fifty
percent (50%) of such Participant's targeted Incentive
Compensation. If a dollar amount is elected, such election
shall be reduced dollar for dollar if the Incentive Compensation
declared is less than the election.

(c) Shall designate the amount or portion of the Participant's Base
Salary which is earned during that Plan Year (without regard to
whether it would be paid during that or a subsequent Plan Year)
which shall not be paid to the Participant but instead shall be
accumulated in this Plan under Section 5 and distributed from
this Plan under Section 6. Such designation shall be in a
minimum amount of $1,000, shall not exceed 10 percent (10%) of
such Participant's Base Salary and shall be automatically
revoked if the Base Salary of the Participant is reduced during
the Plan Year for which such election is made.

(d) Shall specify the form in which distribution of the portion of
the Deferral Account attributable to that enrollment shall be
made under Section 6 (and if such designation is not clearly
made to the contrary, shall be deemed to have been an election
of a single lump sum distribution).

(e) Shall specify the time at which distribution shall be made which
shall, subject to Section 6 hereof, be the later of such
Participant's Selected Distribution Date or such Participant's
Termination of Employment.

(f) Shall be made upon forms furnished by the Company, shall be made
at such time as the Company shall determine, shall be made
before the beginning of the Plan Year with respect to which it
is made and shall conform to such other procedural and
substantive rules as the Company shall prescribe from time to
time.


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4.2. SPECIAL RULE FOR 1996 SHORT PLAN YEAR. Solely in order to permit
Participants to make an enrollment for the 1996 Plan Year, Participants may,
prior to April 1, 1996, make an election to defer a portion of their Base Salary
and any bonus earned on or after April 1, 1996, and to elect to defer a portion
of any Incentive Compensation (exclusive of any part of any bonus earned prior
to April 1, 1996) paid on or after April 1, 1996. The Management Committee
shall have the authority to adopt rules that modify and waive the enrollment
procedures set forth in Section 4.1, above, to ensure that an orderly first
enrollment may be completed.

SECTION 5. DEFERRAL ACCOUNTS

5.1. PARTICIPANT DEFERRAL ACCOUNTS. The Company shall establish and maintain
a bookkeeping Deferral Account for each Participant. The Company shall, from
time to time, provide each Participant with a statement indicating the balance
of such Participant's Deferral Account. At its discretion, the Company may
obtain life insurance on the life of any or all Participants to provide all or a
substantial portion of the money needed to pay the amounts deferred under the
Plan. Each Participant's Deferral Account shall be credited, as appropriate,
with one or more of the following:

(a) Base Salary deferrals and Incentive Compensation deferrals made
pursuant to Section 4, above;

(b) Employee Benefit Plan Equivalents as provided by Section 5.2
below; and

(c) Growth Additions as provided by Section 5.3 below.

5.2. EMPLOYEE BENEFIT PLAN EQUIVALENT. To the extent the Company's
contributions under its compensation-based benefit plans are reduced as a result
of the Participant's deferral of compensation under the Plan, the amount of such
reduction shall be credited to the Participant's Deferral Account. Any amount
credited under this procedure shall be credited as of the last day of the Plan
Year during which such compensation was earned without regard to whether it is
paid in a subsequent year. Any amount credited to a Deferral Account of a
Participant under this Plan shall not be duplicated, directly or indirectly,
under any other plan of the Company.

5.3. GROWTH ADDITIONS. Each Participant's Deferral Account shall be credited
as of the last day of each Plan Year (before crediting any Benefit Plan
Equivalent) with a growth addition computed on the beginning balance of such
Participant's Deferral Account, the average Base Salary deferred during the Plan
Year, and the Incentive Compensation deferred that is payable during the Plan
Year. The growth addition shall be computed by multiplying such amounts by the
Plan Interest Rate for such Plan Year. The Plan Interest Rate for each Plan
Year shall be determined by the Committee, provided that the Plan Interest Rate
shall in no event be lower than the lesser of: (a) ninety percent (90%) of the
Company's average return on short term invested bank funds during its preceding
fiscal year, or (b) eight percent (8%). In the absence of a timely
determination by the Committee with respect to a particular Plan Year, the Plan
Interest Rate for such Plan Year shall be equal to the Plan Interest Rate for
the Previous Plan Year.


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5.4. CHARGES AGAINST DEFERRAL ACCOUNTS. There shall be charged against each
Participant's account any payments made to the Participant or his or her
Beneficiary in accordance with Sections 6 or 7 of the Plan.

5.5. CONTRACTUAL OBLIGATION. It is intended that the Company is under a
contractual obligation to make payments to a Participant when due. Such
payments shall be made out of the general funds of the Company.

5.6. UNSECURED INTEREST. No Participant or Beneficiary shall have any
interest whatsoever in any specific asset of the Company. To the extent any
person acquires a right to receive payments under the Plan, such right shall be
no greater than the right of any unsecured general creditor of the Company.

SECTION 6. PAYMENT OF DEFERRED AMOUNTS

6.1. FORM OF DISTRIBUTION. Upon the occurrence of an Event of Maturity
effective as to a Participant, the Company shall commence payment of such
Participant's Deferral Account (reduced by the amount of any applicable payroll,
withholding and other taxes) in the form(s) designated by the Participant in his
or her enrollments. A Participant shall not be required to make application to
receive payment. Distribution shall not be made to any Beneficiary, however,
until such Beneficiary shall have filed a written application for benefits and
such other information as may be requested by the Company and such application
shall have been approved by the Company.

6.1.1. FORM OF PAYMENT. Payment shall be made in whichever of the
following forms as the Participant shall have designated in writing at the time
of his or her enrollments (to the extent that such election is consistent with
the rules of this Plan):

(a) TERM CERTAIN INSTALLMENTS TO PARTICIPANT. Subject to Section
6.1.1(d), below, if the distributee is a Participant and the Installment
Amount on the applicable Selected Distribution Date (without giving
effect to any growth additions after such date) is at least Fifty
Thousand Dollars ($50,000), in a series of monthly installments payable
over one hundred twenty (120) months. The amount of the monthly
installments shall be approximately equal and shall include a reasonable
interest assumption as determined by the Company from time to time.

(b) CONTINUED TERM CERTAIN INSTALLMENTS TO BENEFICIARY. If the
distributee is a Beneficiary of a deceased Participant and payment had
commenced to the deceased Participant before his or her death over a one
hundred twenty (120) month period as specified in paragraph (a) above,
in a series of annual installments payable over the remainder of such
period.

(c) LUMP SUM. If the distributee is either a Participant,
Beneficiary (except as provided in Section 6.1.1(b)), or representative
of the estate of a deceased Participant, in a single lump sum payment
pursuant to Section 6.1.2(c), below.


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(d) LUMP SUM DISTRIBUTION NOTWITHSTANDING DESIGNATION.
Notwithstanding a Participant's election to have all or a
portion of his or her Deferral Account paid in installments
pursuant to the provisions of Section 6.1.1(a) or the
designation by the Participant of a Selected Distribution Date
that will occur after the date of the Participant's Termination
of Employment, such Participant's Deferral Account (or relevant
portion thereof, as the case may be) shall be paid in a single
lump sum pursuant to the provisions of Section 6.1.2(a), below,
unless the Installment Amount, as of the applicable distribution
date (without giving effect to any growth additions after such
date), is at least Fifty Thousand Dollars ($50,000). If a
Selected Distribution Date will occur after the Participant's
Termination of Employment, the Company will make an estimate of
the amount of the distribution that will be made in a lump sum
or the Installment Amount that will be available for
installments, as the case may be, on or commencing on such
Selected Distribution Date. Such estimate (i) shall include a
reasonable interest assumption as determined by the Company for
the period between the Participant's Termination of Employment
and such Selected Distribution Date, (ii) shall not include any
growth additions after the Selected Distribution Date and, (iii)
shall include all portions of the Deferral Account distributable
in a lump sum or in one hundred twenty (120) monthly
installments beginning on such Selected Distribution Date
notwithstanding that such amounts may have been attributable to
enrollments relating to more than one Plan Year. Separate
estimates shall be made for lump sum and installment payments
that are to made and commence on the same Selected Distribution
Date. If any such estimate is less than Fifty Thousand Dollars
($50,000), the portion of the Deferral Account that would
otherwise be distributed on or commencing with such Selected
Distribution Date shall instead be distributed as if the
Participant had elected a lump sum distribution payable upon
such Participant's Termination of Employment as provided by
Section 6.1.2(a), below.

(e) LUMP SUM DISTRIBUTION UPON DISPOSITION OF AFFILIATE.
Notwithstanding the foregoing provisions of this Section 6.1.1
or any enrollment of a Participant to the contrary, if a
Termination of Employment is deemed to occur on account of a
sale or other disposition of stock or assets of an Affiliate,
the Deferral Accounts of Participants employed by such Affiliate
who are deemed to have had such a Termination of Employment
shall be distributed in a single lump sum.

6.1.2. TIME OF PAYMENT. Payment shall be made or commenced to a
Participant in accordance with the following rules:

(a) TERMINATION OF EMPLOYMENT. If the payment is to be made or
commenced on account of the Participant's Termination of
Employment, payment shall be made within sixty (60) days of such
Termination of Employment.


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(b) DEATH - INSTALLMENTS TO BENEFICIARY. If installments are
recommenced pursuant to Section 6.1.1(b) on account of the
Participant's death, the recommencement of such installment
payments shall begin within sixty (60) days after the later date
of such Participant's death or approval by the Management
Committee of such Beneficiary's application for recommencement
of installments.

(c) DEATH - LUMP SUM TO BENEFICIARY OR REPRESENTATIVE. If a single
lump sum payment is to be made pursuant Section 6.1.1(c) to the
Participants's Beneficiary or to the representative or
representatives of such Participant's estate, payment shall be
made within the later of sixty (60) days after the Participant's
death or the approval by the Management Committee of such
Beneficiary's application for payment or documentation
evidencing the appointment of such representative or
representatives.

(d) DISABILITY. If the payment is made on account of the
Participant's Disability, payment shall be made in a single lump
sum as if the Participant had a Termination of Employment as
provided in paragraph (a) above, within sixty (60) days of the
determination of the existence of such Disability.

(e) SELECTED DISTRIBUTION DATE. Subject to the provisions of
Section 6.1.1(d), if payment is to be made or commenced on a
Selected Distribution Date, payment will be made or
commenced within sixty (60) days of such Selected
Distribution Date.

(f) DISPOSITION OF AFFILIATE. If the payment is to be made on
account of the Participant's Termination of Employment on
account of a disposition of an Affiliate, payment shall be made
within sixty (60) days of such disposition.

6.1.3. DEFAULT. If for any reason a Participant shall have failed to
make a timely written designation of the form of distribution or of a Selected
Distribution Date for payment (including reasons entirely beyond the control of
the Participant), the payment shall be made in a single lump sum in accordance
with the provisions of Section 6.1.2(a). No spouse, former spouse, Beneficiary
or other person shall have any right to participate in the Participant's
selection of a form of benefit.

6.1.4. CODE SECTION 162(M) DELAY. If the Company determines that
delaying the time when the initial payments are made or commenced would increase
the probability that such payments would be fully deductible by the Company for
federal or state income tax purposes, the Company may unilaterally delay the
time of the making or commencement of such payments for up to twelve (12) months
after the date such payments would otherwise be made.

6.2. ELECTION TO CHANGE PRIOR ENROLLMENTS. For the limited purposes of
changing the time and method of payment of his or her existing Deferral Account,
a Participant whose Deferral Account is not and is not expected to be in pay
status during the Plan Year beginning January 1, 1996 and who is not intending
to retire or terminate employment during such Plan Year, may


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elect, subject to the provisions of Section 6.1 above, to receive his or her
Deferral Account in either a lump sum or in term certain installments or in a
combination of either forms of payment. Subject to Section 6.1 above, if a
Participant elects to receive the Deferral Account in installments, the
Participant shall elect a single period of one hundred twenty (120) months in
which to receive such installments. Such election shall be in writing and shall
be delivered to the Management Committee before June 30, 1996, at the time and
in the manner as the Management Committee shall prescribe. Once made, such
election may not be revoked by the Participant. Such election shall be
effective for Events of Maturity occurring on or after January 1, 1997. Any
Participant who cannot, due to the application of the foregoing limitations,
elect to change his or her prior enrollments, or who has a Termination of
Employment occur during 1996, shall have his or her Deferral Account distributed
in the form provided by this Plan prior to its restatement.

SECTION 7. FINANCIAL EMERGENCY

The Management Committee may alter the manner or timing of payment of Deferral
Accounts under Sections 6.1 or 6.2 in the event that the Participant
establishes, to the satisfaction of the Management Committee, severe financial
hardship. In such event, the Management Committee may:

(a) Provide that all or a portion of the Deferral Account shall be
paid immediately in a lump sum payment,

(b) Provide that all or a portion of the installments payable over a
period of time shall be paid immediately in a lump sum, or

(c) Provide for such other installment payment schedules as it deems
appropriate under the circumstances,
as long as the accelerated distribution shall not be in excess of that amount
which is necessary for the Participant to meet the financial hardship.

Severe financial hardship shall be deemed to have occurred in the event of the
Participant's impending bankruptcy, a Participant's or dependent's long and
serious illness, or other events of similar magnitude. The Management
Committee's determination as to the occurrence of a severe financial hardship of
the Participant and the manner in which, if at all, the payment of deferred
amounts shall be altered or modified, shall be final.

SECTION 8. BENEFICIARY

A Participant may designate a Beneficiary or Beneficiaries who, upon his or her
death, shall receive the distributions that otherwise would have been paid to
the Participant. All designations


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shall be in writing and shall be effective only if and when delivered to the
Chief Executive Officer of the Company during the lifetime of the Participant.
If a Participant designates a Beneficiary without providing in the designation
that the Beneficiary must be living at the time of such distribution, the
designation shall vest in the Beneficiary all of the distributions, whether
payable before or after the Beneficiary's death, and any distributions remaining
upon the Beneficiary's death shall be paid to the Beneficiary's estate.

A Participant may, from time to time, change the Beneficiary or Beneficiaries by
a written instrument delivered to the Chief Executive Officer of the Company.
In the event a Participant shall not designate a Beneficiary or Beneficiaries
pursuant to this Section, or if for any reason such designation shall be
ineffective, in whole or in part, the distributions that otherwise would have
been paid to such Participant shall be paid to the estate of such Participant
and in such event, the term "Beneficiary" shall include the estate.

SECTION 9. NONTRANSFERABILITY

In no event shall the Company make any payment under the Plan to any assignee or
creditor of a Participant or a Beneficiary. Prior to the time of payment
hereunder, a Participant or Beneficiary shall have no rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
the Plan nor shall such rights be assigned or transferred by operation of law.

SECTION 10. DETERMINATIONS - RULES AND REGULATIONS

10.1. DETERMINATIONS. The Management Committee shall make such determinations
as may be required from time to time in the administration of the Plan. The
Management Committee shall have the discretionary authority and responsibility
to interpret and construe the Plan and to determine all factual and legal
questions under the Plan, including but not limited to the entitlement of
Participants and Beneficiaries, and the amounts of their respective interests.
Each interested party may act and rely upon all information reported to them
hereunder and need not inquire into the accuracy thereof, nor be charged with
any notice to the contrary.

10.2. RULES AND REGULATIONS. Any rule not in conflict or at variance with the
provisions hereof may be adopted by the Management Committee.

10.3. METHOD OF EXECUTING INSTRUMENTS. Information to be supplied or written
notices to be made or consents to be given by the Management Committee pursuant
to any provision of this Plan may be signed in the name of the Management
Committee by any person who has been authorized to make such certification or to
give such notices or consents.

10.4. CLAIMS PROCEDURE. The claims procedure set forth in this Section 10.4
shall be the exclusive procedure for the disposition of claims for benefits
arising under the Plan.

10.4.1. ORIGINAL CLAIM. Any Participant, former Participant or
Beneficiary of such Participant or former Participant may, if he or she so
desires, file with the Management Committee a written claim for benefits under
the Plan. Within ninety (90) days after the filing of such a claim, the
Management Committee shall notify the claimant in writing whether the claim is
upheld or denied in whole or in part or shall furnish the claimant a written
notice describing


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specific special circumstances requiring a specified amount of additional time
(but not more than one hundred eighty (180) days from the date the claim was
filed) to reach a decision on the claim. If the claim is denied in whole or in
part, the Company shall state in writing:

(a) The specific reasons for the denial;

(b) The specific references to the pertinent provisions of this Plan
on which the denial is based;

(c) A description of any additional material or information necessary
for the claimant to perfect the claim and an explanation
of why such material or information is necessary; and

(d) An explanation of the claims review procedure set forth in this
section.

10.4.2. CLAIMS REVIEW PROCEDURE. Within sixty (60) days after receipt
of notice that the claim has been denied in whole or in part, the claimant may
file with the Management Committee a written request for a review and may, in
conjunction therewith, submit written issues and comments. Within sixty (60)
days after the filing of such a request for review, the Management Committee
shall notify the claimant in writing whether, upon review, the claim was upheld
or denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred twenty (120) days from the date
the request for review was filed) to reach a decision on the request for review.

10.4.3. GENERAL RULES.

(a) No inquiry or question shall be deemed to be a claim or a
request for a review of a denied claim unless made in accordance
with the claims procedure. The Management Committee may require
that any claim for benefits and any request for a review of a
denied claim be filed on forms to be furnished by the Management
Committee upon request.

(b) All decisions on claims and on requests for a review of denied
claims shall be made by the Management Committee.

(c) The Management Committee may, in its discretion, hold one or
more hearings on a claim or a request for a review of a denied
claim.

(d) A claimant may be represented by a lawyer or other
representative (at the claimant's own expense), but the
Management Committee reserves the right to require the claimant
to furnish written authorization. A claimant's representative
shall be entitled to copies of all notices given to the
claimant.


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(e) The decision of the Management Committee on a claim and on a
request for a review of a denied claim shall be served on the
claimant in writing. If a decision or notice is not received by
a claimant within the time specified, the claim or request for a
review of a denied claim shall be deemed to have been denied.

(f) Prior to filing a claim or a request for a review of a denied
claim, the claimant or his or her representative shall have a
reasonable opportunity to review a copy of this Plan and all
other pertinent documents in the possession of the Management
Committee.

10.5. INFORMATION FURNISHED BY PARTICIPANTS. The Company and its Affiliates
shall not be liable or responsible for any error in the computation of the
Deferral Account of a Participant resulting from any misstatement of fact made
by the Participant, directly or indirectly, to the Company, and used by it in
determining the Participant's Deferral Account. The Company shall not be
obligated or required to increase the Deferral Account of such Participant
which, on discovery of the misstatement, is found to be understated as a result
of such misstatement of the Participant. However, the Deferral Account of any
Participant which are overstated by reason of any such misstatement shall be
reduced to the amount appropriate in view of the truth.

SECTION 11. ADMINISTRATION

11.1. COMPANY. Functions generally assigned in this Plan to the Company are
delegated to the Committee, Chief Executive Officer and the Management Committee
as follows:

11.1.1. CHIEF EXECUTIVE OFFICER. Except as otherwise provided by the
Plan and as set forth in Section 11.1.2, below, the Chief Executive Officer of
the Company shall delegate to a Management Committee all matters regarding the
administration of the Plan.

11.1.2. COMMITTEE. Notwithstanding the foregoing general delegations
to the Chief Executive Officer and the Management Committee, the Committee shall
have the exclusive authority, which may not be delegated, to act for the
Company:

(a) to amend or to terminate this Plan;

(b) to consent to the adoption of the Plan by other business
entities; to establish conditions and limitations upon such
adoption of the Plan by other business entities; and

(c) to establish the Plan Interest Rate pursuant to Section 5.3.

11.1.3. MANAGEMENT COMMITTEE.

(a) APPOINTMENT AND REMOVAL. The Management Committee, subject to
the direction of the Committee and the Chief Executive Officer,
shall have all of the functions and authorities generally
assigned in this Plan to the Company. The Management Committee
shall consist of one or members as may be determined


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and appointed from time to time by the Chief Executive Officer of
the Company and they shall serve at the pleasure of such Chief
Executive Officer and the Committee.

(b) AUTOMATIC REMOVAL. If any individual who is a member of the
Management Committee is a director, officer or employee when
appointed as a member of the Management Committee, then such
individual shall be automatically removed as a member of the
Management Committee at the earliest time such individual ceases
to be a director, officer or employee. This removal shall occur
automatically and without any requirement for action by the
Chief Executive Officer of the Company or any notice to the
individual so removed.

(c) AUTHORITY. The Management Committee may elect such officers as
the Management Committee may decide upon. In addition to the
other authorities delegated elsewhere in this Plan to the
Management Committee, the Management Committee shall:

(i) establish rules for the functioning of the Management
Committee, including the times and places for holding
meetings, the notices to be given in respect of such
meetings and the number of members who shall constitute
a quorum for the transaction of business,

(ii) organize and delegate to such of its members as it shall
select authority to execute or authenticate rules,
advisory opinions or instructions, and other instruments
adopted or authorized by the Management Committee; adopt
such bylaws or regulations as it deems desirable for the
conduct of its affairs; appoint a secretary, who need
not be a member of the Management Committee, to keep its
records and otherwise assist the Management Committee in
the performance of its duties; keep a record of all its
proceedings and acts and keep all books of account,
records and other data as may be necessary for the
proper administration of the Plan,

(iii) determine from the records of the Company and its
Affiliates the compensation, service records, status and
other facts regarding Participants and other employees,

(iv) cause to be compiled at least annually, from the records
of the Management Committee and the reports and
accountings of the Company and its Affiliates, a report
or accounting of the status of the Plan and the Deferral
Accounts of the Participants, and make it available to
each Participant who shall have the right to examine
that part of such report or accounting (or a true and
correct copy of such part) which sets forth the
Participant's benefits,


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(v) prescribe forms to be used for applications for
participation, benefits, notifications, etc., as may be
required in the administration of the Plan,

(vi) set up such rules as are deemed necessary to carry out
the terms of this Plan,

(vii) resolve all questions of administration of the Plan not
specifically referred to in this Section,

(viii) delegate or redelegate to one or more persons, jointly
or severally, and whether or not such persons are
members of the Management Committee or employees of the
Company, such functions assigned to the Management
Committee hereunder as it may from time to time deem
advisable, and

(ix) perform all other acts reasonably necessary for
administering the Plan and carrying out the provisions
of this Plan and performing the duties imposed by the
Plan on it.

(d) MAJORITY DECISIONS. If there shall at any time be three
(3) or more members of the Management Committee serving
hereunder who are qualified to perform a particular act, the
same may be performed, on behalf of all, by a majority of those
qualified, with or without the concurrence of the minority. No
person who failed to join or concur in such act shall be held
liable for the consequences thereof, except to the extent that
liability is imposed under ERISA.

11.2. CONFLICT OF INTEREST. If any officer or employee of the Company or an
Affiliate, any member of the Committee, or any member of the Management
Committee to whom authority has been delegated or redelegated hereunder shall
also be a Participant or Beneficiary in the Plan, the individual shall have no
authority as such officer, employee, Committee or Management Committee member
with respect to any matter specially affecting his or her individual interest
hereunder (as distinguished from the interests of all Participants and
Beneficiaries or a broad class of Participants and Beneficiaries), all such
authority being reserved exclusively to the other officers, employees, Committee
or Management Committee members as the case may be, to the exclusion of such
Participant or Beneficiary, and such Participant or Beneficiary shall act only
in his or her individual capacity in connection with any such matter.

11.3. DUAL CAPACITY. Individuals, firms, corporations or partnerships
identified herein or delegated or allocated authority or responsibility
hereunder may serve in more than one fiduciary capacity.

11.4. ADMINISTRATOR. The Company shall be the administrator for purposes of
section 3(16)(A) of ERISA.

11.5. NAMED FIDUCIARIES. The Chief Executive Officer, the Committee and the
Management Committee shall be named fiduciaries for the purpose of
section 402(a) of ERISA.


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11.6. SERVICE OF PROCESS. In the absence of any designation to the contrary
by the Company, the Secretary of the Company is designated as the appropriate
and exclusive agent for the receipt of service of process directed to the Plan
in any legal proceeding, including arbitration, involving the Plan.

11.7. ADMINISTRATIVE EXPENSES. The reasonable expenses of administering the
Plan shall be payable by the Company.

SECTION 12. AMENDMENT AND TERMINATION

The Company expects the Plan to be permanent but since future conditions
affecting the Company cannot be anticipated or foreseen, the Company reserves
the right to amend, modify or terminate the Plan at any time by action of the
Committee.

SECTION 13. LIFE INSURANCE CONTRACT

If the Company elects to purchase one or more life insurance contracts to
provide it with funds to make payments under the Plan, the Company shall at all
times be the sole and complete owner and Beneficiary of such contract(s), and
shall have the unrestricted right to use all amounts and exercise all options
and privileges under such contract(s) without the knowledge or consent of any
Participant or Beneficiary or any other person; neither Participant, Beneficiary
nor any other person shall have any right, title or interest whatsoever in or to
any such contract(s).

SECTION 14. MERGER, CONSOLIDATION OR ACQUISITION

In the event of a merger, consolidation or acquisition in which the Company is
not the surviving corporation, unless the successor or acquiring corporation
shall elect to continue and carry on this Plan, all Deferral Accounts shall
become immediately payable in full, notwithstanding any other provision of this
Plan to the contrary.

SECTION 15. NO VESTED RIGHTS

The Plan and the elections exercisable hereunder shall not be deemed or
construed to be a written contract of employment between any Participant and the
Company or any of its Affiliates, nor shall any provision of the Plan restrict
the right of the Company or any of its Affiliates to discharge any Participant,
nor shall any provision of the Plan in any way whatsoever grant to any
Participant the right to receive any scheduled compensation, bonus, or other
payment of any nature whatsoever.
SECTION 16. APPLICABLE LAW

This Plan shall be construed and this Plan shall be administered to create an
unfunded plan providing deferred compensation to a select group of management or
highly compensated employees so that it is exempt from the requirements of Parts
2, 3 and 4 of Title I of ERISA and qualifies for a form of simplified,
alternative compliance with the reporting and disclosure


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requirements of Part 1 of Title I of ERISA. Any reference in this Plan to a
statute or regulation shall be considered also to mean and refer to any
subsequent amendment or replacement of that statute or regulation. This Plan
has been executed and delivered in the State of Minnesota and has been drawn
in conformity to the laws of that State and shall be construed and enforced
in accordance with the laws of the State of Minnesota.


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