Exhibit 10.12



                             JOHN H. HARLAND COMPANY

                  COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                              Adopted July 16, 1996
                        Amended Through January 17, 2002


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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