EX 10B SUPPLEMENTAL BENEFIT PLAN

Exhibit 10 B

DELUXE CORPORATION

SUPPLEMENTAL BENEFIT PLAN

SECTION 1. RESTATEMENT AND PURPOSE

1.1. RESTATEMENT. DELUXE CORPORATION, A MINNESOTA CORPORATION (hereinafter
called the "Company") established, effective as of November 8, 1984, a
supplemental benefit plan known as the "Deluxe Check Printers, Incorporated
Supplemental Benefit 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 Company and its Affiliates each maintain for the benefit of
their eligible employees, a tax-qualified profit sharing and/or a money purchase
pension plan (collectively herein referred to as the "Qualified Plans"). The
Qualified Plans are subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and are intended to qualify as tax-deferred
retirement plans under section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). With respect to benefits accruing under the Qualified
Plans during plan years beginning after December 31, 1988, section 401(a)(17) of
the Code provides the maximum amount of annual compensation which may be taken
into account in determining the benefits for any employee may not exceed Two
Hundred Thousand Dollars ($200,000) as adjusted from time to time for changes in
cost of living. With respect to benefits accruing under the Qualified Plans
during plan years beginning after December 31, 1993, section 401(a)(17) of the
Code provides the maximum amount of annual compensation which may be taken into
account in determining the benefits for any employee may not exceed One Hundred
Fifty Thousand Dollars ($150,000) as adjusted from time to time for changes in
cost of living. Restrictions also apply to the types or classes of compensation
which may be taken into account under the Plans by virtue of section 401(a)(4)
of the Code. The purpose of the Supplemental Benefit Plan is to provide
eligible employees of the Company and certain of its Affiliates the opportunity
to accrue benefits under the Supplemental Benefit Plan in addition to the
amounts that such employees accrue under the Qualified Plans.

1.3. PLAN NAME. This benefit plan shall be referred to as the Deluxe
Corporation Supplemental Benefit Plan (hereinafter the "Plan").

SECTION 2. DEFINITIONS

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


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

(c) "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.

(d) "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.

(e) "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.

(f) "Installment Amount" means that portion or all of a Supplemental
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 elections made in accordance with this
Plan.

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


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

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

(j) "Selected Distribution Date" shall mean a date that is designated
in accordance with this Plan by the Participant in writing at the
time of his or her elections as the date (or dates) for the
commencement of payments of his or her Supplemental 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.

(k) "Supplemental 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 elections made by Participants.

(l) "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 accruals (other than growth
additions as described in Section 5.2, below). 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,


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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 Supplemental Benefit Account immediately.

SECTION 4. TIME AND FORM OF DISTRIBUTION

4.1. GENERAL RULE. Prior to the first day of any Plan Year, a
Participant may make a separate election regarding the Selected Distribution
Date and form of payment of accruals of his or her Supplemental Account for that
Plan Year. Each such 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 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.

(c) Shall specify the form in which distribution of the portion of the
Supplemental Account attributable to that election 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).

(d) 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.

4.2. ELECTION TO CHANGE TIME AND FORM OF DISTRIBUTION OF EXISTING
SUPPLEMENTAL ACCOUNT BALANCES. For the limited purposes of changing the time
and form of payment of his or her existing Supplemental Account, a Participant
whose Supplemental Account is not and is not expected to be in pay status during
the calendar year beginning January 1, 1996 and who is not intending to retire
or terminate employment during such Plan Year, may elect to receive his or her
Supplemental 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 below, if a
Participant elects to receive the Supplemental 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 the time or form of distribution of his or her Supplemental


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Account, or who has a Termination of Employment occur during 1996, shall have
his or her Supplemental Account distributed in the form provided by this Plan
prior to its restatement.

4.3. SPECIAL RULE FOR 1996 SHORT PLAN YEAR. In order to permit
Participants to make an election under Section 4.1 for the 1996 Plan Year,
Participants may, prior to April 1, 1996, make the election therein provided
with respect to the form of payment of contributions under Section 5.1 to their
Supplemental Accounts for that Plan Year. The Management Committee shall have
the authority to adopt rules that modify and waive the election procedures set
forth in Section 4.1, above, to ensure that orderly first elections may be
completed.

SECTION 5. BENEFIT FOR PARTICIPANTS

5.1 SUPPLEMENTAL BENEFIT AMOUNT. The Company and its Affiliates, as the case
may be, shall pay to the Supplemental Benefit Account of each Participant each
year an amount equal to (a) - (b) + (c), as follows:

(a) the amount that would have been contributed on behalf of such
Participant to the Qualified Plans if such benefits had been
determined without regard to the compensation limitation of
section 401(a)(17) of the Code,

MINUS

(b) the amount actually contributed on behalf of such Participant to
the Qualified Plans taking into account the compensation
limitation of section 401(a)(17) of the Code,

PLUS

(c) a growth addition calculated as provided in Section 5.2, below.

5.2. GROWTH ADDITIONS. Each Participant's Supplemental Account shall be
credited as of the last day of each Plan Year with a growth addition computed on
the beginning balance of such Supplemental Account. The growth addition shall
be computed by multiplying such amount 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.

5.3. CHARGES AGAINST SUPPLEMENTAL ACCOUNTS. There shall be charged against
each Participant's Supplemental Benefit Account any payments made to the
Participant or his or her Beneficiary in accordance with Sections 6 or 7 of the
Plan.


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5.4. 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.

5.5. 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 SUPPLEMENTAL ACCOUNT

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 Supplemental 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 elections. 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 as follows:

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

(d) LUMP SUM DISTRIBUTION NOTWITHSTANDING DESIGNATION.
Notwithstanding the Participant's election to have all or a
portion of his or her Supplemental Account paid in installments
pursuant to 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
Supplemental Account (or relevant portion thereof, as the case may
be) shall be paid in a single


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lump sum pursuant to the provisions of Section 6.1.2(a), below,
unless such 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 Supplemental 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 elections relating to more than one
Plan Year. Separate estimates shall be made for lump sum and
installment payments that are to be 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 Supplemental
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 Supplemental
Benefit Account 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 or commenced within sixty (60)
days of such Termination of Employment.

(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
Participant's Beneficiary


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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.

6.2. 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.

SECTION 7. FINANCIAL EMERGENCY

The Management Committee may alter the manner or timing of payment of
Supplemental Account under Section 6 in the event that the Participant
establishes, to the satisfaction of the Management Committee, severe financial
hardship. In such event, the Committee may:

(a) Provide that all or a portion of the Supplemental 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


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(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 Supplemental
Account benefits 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 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


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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 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.


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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 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.

(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
Supplemental 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 Supplemental Account. The Company shall not be
obligated or required to increase the Supplemental 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 Supplemental 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:


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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 5.2.

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 more members as may be determined 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,


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(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 Supplemental 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,

(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.


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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.

10.6. 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.

10.7. 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


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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 Supplemental 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 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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