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                        FORM OF CHANGE IN CONTROL AGREEMENT
                       WITH STEVEN J. MACHOV, KAY BARBER AND
                                  KATHLEEN LARKIN






Effective May 28, 1998


[Name and address of Executive]

Dear [executive]:

     The Board considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of the
Company and its stockholders.  In this connection, the Board recognizes that the
possibility of a Change in Control may raise uncertainty and questions among
management which may result in the departure or distraction of management
personnel to the detriment of the Company and its stockholders.

     Accordingly, the Board has determined that appropriate steps should be
taken to minimize the risk that Company executive management will depart prior
to a Change in Control, thereby leaving the Company without adequate executive
management personnel during such a critical period, and to reinforce and
encourage the continued attention and dedication of members of the Company's
executive management to their assigned duties without distraction in
circumstances arising from the possibility of a Change in Control. 

     The Board recognizes that continuance of your position with the Company
involves a substantial commitment to the Company in terms of your personal life
and professional career and the possibility of foregoing present and future
career opportunities, for which the Company receives substantial benefits.
Therefore, to induce you to remain in the employ of the Company, this Agreement,
which has been approved by the Board, sets forth the benefits that the Company
agrees will be provided to you in the event your employment with the Company is
terminated in connection with a Change in Control under the circumstances
described below.

          1.   DEFINITIONS. The following terms have the meaning set forth below
unless the context clearly requires otherwise.  Terms defined elsewhere in this
Agreement have the same meaning throughout this Agreement.

               (a)  "AFFILIATE" means (i) any corporation at least a majority of
     whose outstanding securities ordinarily having the right to vote at
     elections of directors is owned directly or indirectly by the Parent
     Corporation or (ii) any other form of business entity in which the Parent
     Corporation, by virtue of a direct or indirect ownership interest, has the
     right to elect a majority of the members of such entity's governing body.

               (b)  "AGREEMENT" means this letter agreement as amended, extended
     or renewed from time to time in accordance with its terms.

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               (c)  "BASE PAY" means your annual base salary from the Company at
     the rate in effect immediately prior to a Change in Control or at the time
     Notice of Termination is given, whichever is greater.  Base Pay includes
     only regular cash salary and is determined before any reduction for
     deferrals pursuant to any nonqualified deferred compensation plan or
     arrangement, qualified cash or deferred arrangement or cafeteria plan.

               (d)  "BENEFIT PLAN" means any

                    (i)   employee benefit plan as defined in Section 3(3) of
          the Employee Retirement Income Security Act of 1974, as amended;

                    (ii)  cafeteria plan described in Code Section 125;

                    (iii) plan, policy or practice providing for paid vacation,
          other paid time off or short-or long-term profit sharing, bonus or
          incentive payments; or

                    (iv)  stock option, stock purchase, restricted stock,
          phantom stock, stock appreciation right or other equity-based
          compensation plan with respect to the securities of any Affiliate 

     made available to employees of the Company generally or any group of
     employees or you in particular.

               (e)  "BOARD" means the board of directors of the Parent
     Corporation duly qualified and acting at the time in question.  On and
     after the date of a Change in Control, any duty of the Board in connection
     with this Agreement is nondelegable and any attempt by the Board to
     delegate any such duty is ineffective.

               (f)  "CAUSE" means: 

                    (i)   your gross misconduct; 

                    (ii)  your willful and continued failure to perform
          substantially your duties with the Company (other than any such
          failure (1) resulting from your incapacity due to bodily injury or
          physical or mental illness or (2) relating to changes in your duties
          after a Change in Control which constitute Good Reason) after a demand
          for substantial performance is delivered to you by the chair of the
          Board which specifically identifies the manner in which you have not
          substantially performed your duties and provides for a reasonable
          period of time within which you may take corrective actions; or 

                    (iii) your conviction (including a plea of nolo contendere)
          of willfully engaging in illegal conduct constituting a felony or
          gross misdemeanor under federal or state law which is materially and
          demonstrably injurious to the Company or which impairs your ability to
          perform substantially your duties for the Company.  

     An act or failure to act will be considered "gross or willful" for this
     purpose only if done, or omitted to be done, by you in bad faith and
     without reasonable belief that it was in, or not opposed to, the best
     interests of the Company.  Any act, or failure to act, based upon authority
     given pursuant to a resolution duly adopted by the Board (or a committee
     thereof) or based upon the advice of counsel for the Company will be
     conclusively presumed to be done, or omitted to 

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     be done, by you in good faith and in the best interests of the Company.  
     It is also expressly understood that your attention to matters not 
     directly related to the business of the Company will not provide a basis 
     for termination for Cause so long as the Board did not expressly 
     disapprove in writing of your engagement in such activities either 
     before or within a reasonable period of time after the Board knew or 
     could reasonably have known that you engaged in those activities.  
     Notwithstanding the foregoing, you may not be terminated for Cause 
     unless and until there has been delivered to you a copy of a resolution 
     duly adopted by the affirmative vote of not less than a majority of the 
     entire membership of the Board at a meeting of the Board called and held 
     for the purpose (after reasonable notice to you and an opportunity for 
     you, together with your counsel, to be heard before the Board), finding 
     that in the good faith opinion of the Board you were guilty of the 
     conduct set forth above in clauses (i), (ii) or (iii) of this definition 
     and specifying the particulars thereof in detail.

               (g)  "CHANGE IN CONTROL" means any of the following: 

                    (i)   the sale, lease, exchange or other transfer, directly
          or indirectly, of substantially all of the assets of the Parent
          Corporation, in one transaction or in a series of related
          transactions, to any Person;

                    (ii)  any Person, other than a "bona fide underwriter,"
          becomes, after the date of this Agreement, the "beneficial owner" (as
          defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
          of 20 percent or more of the combined voting power of the Parent
          Corporation's outstanding securities ordinarily having the right to
          vote at elections of directors;

                    (iii) a merger or consolidation to which the Parent
          Corporation is a party if the stockholders of the Parent Corporation
          immediately prior to the effective date of such merger or
          consolidation have, solely on account of ownership of securities of
          the Parent Corporation at such time, "beneficial ownership" (as
          defined in Rule 13d-3 under the Exchange Act) immediately following
          the effective date of such merger or consolidation of securities of
          the surviving corporation representing less than 80 percent of the
          combined voting power of the surviving corporation's then outstanding
          securities ordinarily having the right to vote at elections of
          directors; 

                    (iv)  the continuity directors cease for any reason to
          constitute at least a majority of the Board; or 

                    (v)   a change in control of a nature that is determined by
          outside legal counsel to the Parent Corporation, in a written opinion
          specifically referencing this provision of the Agreement, to be
          required to be reported (assuming such event has not been "previously
          reported") pursuant to Section 13 or 15(d) of the Exchange Act,
          whether or not the Parent Corporation is then subject to such
          reporting requirement.

          For purposes of this Section 1(g), a "continuity director" means any
     individual who is a member of the Board on May 28, 1998, while he or she is
     a member of the Board, and any individual who subsequently becomes a member
     of the Board whose election or nomination for election by the Parent
     Corporation's stockholders was approved by a vote of at least a majority of
     the directors who are continuity directors (either by a specific vote or by
     approval of the proxy statement of the Parent Corporation in which such
     individual is named as a nominee for director without objection to such
     nomination).  For example, if a majority of the 10 individuals 

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     constituting the Board on May 28, 1998 approved a proxy statement in 
     which six different individuals were nominated to replace six of the 
     individuals who were members of the Board on May 28, 1998, upon their 
     election by the Parent Corporation's stockholders, the six newly elected 
     directors would join the four directors who were members of the Board on 
     May 28, 1998 as continuity directors.  Similarly, if a majority of those 
     10 directors approved a proxy statement in which four different 
     individuals were nominated to replace the four remaining directors who 
     were members of the Board on May 28, 1998, upon their election by the 
     Parent Corporation's stockholders, the four newly elected directors 
     would also become, along with the other six directors, continuity 
     directors.  Individuals subsequently joining the Board could become 
     continuity directors under the principles reflected in this example.

          For purposes of this Section 1(g), a "bona fide underwriter" means a
     Person engaged in business as an underwriter of securities that acquires
     securities of the Parent Corporation through such Person's participation in
     good faith in a firm commitment underwriting until the expiration of 40
     days after the date of such acquisition.

               (h)  "CODE" means the Internal Revenue Code of 1986, as amended. 
     Any reference to a specific provision of the Code includes a reference to
     such provision as it may be amended from time to time and to any successor
     provision.

               (i)  "COMPANY" means the Parent Corporation, any Successor and
     any Affiliate.

               (j)  "DATE OF TERMINATION" following a Change in Control (or
     prior to a Change in Control if your termination was either a condition of
     the Change in Control or was at the request or insistence of any Person
     related to the Change in Control) means:

                    (i)   if your employment is to be terminated by you for
          Good Reason, the date specified in the Notice of Termination which in
          no event may be a date more than 15 days after the date on which
          Notice of Termination is given unless the Company agrees in writing to
          a later date; 

                    (ii)  if your employment is to be terminated by the Company
          for Cause, the date specified in the Notice of Termination;

                    (iii) if your employment is terminated by reason of your
          death, the date of your death; or

                    (iv)  if your employment is to be terminated by the Company
          for any reason other than Cause or your death, the date specified in
          the Notice of Termination, which in no event may be a date earlier
          than 15 days after the date on which a Notice of Termination is given,
          unless you expressly agree in writing to an earlier date.

          In the case of termination by the Company of your employment for
     Cause, if you have not previously expressly agreed in writing to the
     termination, then within the 30-day period after your receipt of the Notice
     of Termination, you may notify the Company that a dispute exists concerning
     the termination, in which event the Date of Termination will be the date
     set either by mutual written agreement of the parties or by the judge or
     arbitrators in a proceeding as provided in Section 11 of this Agreement. 
     During the pendency of any such dispute, you will continue to make yourself
     available to provide services to the Company and the Company will continue
     to pay you your full compensation and benefits in effect immediately prior
     to the date on which the 

<PAGE>

     Notice of Termination is given (without regard to any changes to such 
     compensation or benefits that constitute Good Reason) and until the 
     dispute is resolved in accordance with Section 11 of this Agreement.  
     You will be entitled to retain the full amount of any such compensation 
     and benefits without regard to the resolution of the dispute unless the 
     judge or arbitrators decide(s) that your claim of a dispute was 
     frivolous or advanced by you in bad faith.

               (k)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
     amended.  Any reference to a specific provision of the Exchange Act or to
     any rule or regulation thereunder includes a reference to such provision as
     it may be amended from time to time and to any successor

               (l)  "GOOD REASON" means:

                    (i)   a change in your title(s), status, position(s),
          authority, duties or responsibilities as an executive of the Company
          as in effect immediately prior to the Change in Control which, in your
          reasonable judgment, is material and adverse (other than, if
          applicable, any such change directly attributable to the fact that the
          Parent Corporation is no longer publicly owned); provided, however,
          that Good Reason does not include such a change that is remedied by
          the Company promptly after receipt of notice of such change is given
          by you;

                    (ii)  a reduction by the Company in your Base Pay, or an
          adverse change in the form or timing of the payment thereof, as in
          effect immediately prior to the Change in Control or as thereafter
          increased;

                    (iii) the failure by the Company to cover you under Benefit
          Plans that, in the aggregate, provide substantially similar benefits
          to you and/or your family and dependents at a substantially similar
          total cost to you (e.g., premiums, deductibles, co-pays, out of pocket
          maximums, required contributions and the like) relative to the
          benefits and total costs under the Benefit Plans in which you (and/or
          your family or dependents) were participating at any time during the
          90-day period immediately preceding the Change in Control;

                    (iv)  the Company's requiring you to be based more than 30
          miles from where your office is located immediately prior to the
          Change in Control, except for required travel on the Company's
          business, and then only to the extent substantially consistent with
          the business travel obligations which you undertook on behalf of the
          Company during the 90-day period immediately preceding the Change in
          Control (without regard to travel related to or in anticipation of the
          Change in Control); 

                    (v)   the failure by the Company to obtain from any
          Successor the assent to this Agreement contemplated by Section 5 of
          this Agreement;

                    (vi)  any purported termination by the Company of your
          employment that is not properly effected pursuant to a Notice of
          Termination and pursuant to any other requirements of this Agreement,
          and, for purposes of this Agreement, no such purported termination
          will be effective; or

                    (vii) any refusal by the Company to continue to allow you
          to attend to matters or engage in activities not directly related to
          the business of the Company which, at any 

<PAGE>

          time prior to the Change in Control, you were not expressly prohibited
          in writing by the Board from attending to or engaging in.

          Your continued employment does not constitute consent to, or waiver of
     any rights arising in connection with, any circumstances constituting Good
     Reason.  Your termination of employment for Good Reason as defined in this
     Section 1(l) will constitute Good Reason for all purposes of this Agreement
     notwithstanding that you may also thereby be deemed to have retired under
     any applicable benefit plan, policy or practice of the Company. 

               (m)  "NOTICE OF TERMINATION" means a written notice given on or
     after the date of a Change in Control (unless your termination before the
     date of the Change in Control was either a condition of the Change in
     Control or was at the request or insistence of any Person related to the
     Change in Control) which indicates the specific termination provision in
     this Agreement pursuant to which the notice is given.  Any purported
     termination by the Company or by you for Good Reason on or after the date
     of a Change in Control (or before the date of a Change in Control if your
     termination was either a condition of the Change in Control or was at the
     request or insistence of any Person related to the Change in Control) must
     be communicated by written Notice of Termination to be effective; provided,
     that your failure to provide Notice of Termination will not limit any of
     your rights under this Agreement except to the extent the Company
     demonstrates that it suffered material actual damages by reason of such
     failure.

               (n)  "PARENT CORPORATION" means Merrill Corporation and any
     Successor.

               (o)  "PERSON" means any individual, corporation partnership,
     group, association or other "person," as such term is used in Section 13(d)
     or Section 14(d) of the Exchange Act, other than the Parent Corporation,
     any Affiliate or any benefit plan(s) sponsored by the Parent Corporation or
     an Affiliate.

               (p)  "SUCCESSOR" means any Person that succeeds to, or has the
     practical ability to control (either immediately or solely with the passage
     of time), the Parent Corporation's business directly, by merger,
     consolidation or other form of business combination, or indirectly, by
     purchase of the Parent Corporation's outstanding securities ordinarily
     having the right to vote at the election of directors or all or
     substantially all of its assets or otherwise.

          2.   TERM OF AGREEMENT. This Agreement is effective immediately and
will continue in effect until January 1, 2000; provided, however, that
commencing on January 1, 2000 and each January 1 thereafter, the term of this
Agreement will automatically be extended for 12 additional months beyond the
expiration date otherwise then in effect, unless at least 90 calendar days prior
to any such January 1, the Company or you has given notice that this Agreement
will not be extended; and, provided, further, that if a Change in Control has
occurred during the term of this Agreement, this Agreement will continue in
effect beyond the termination date then in effect for a period of 24 months
following the month during which the Change in Control occurs or, if later,
until the date on which the Company's obligations to you arising under or in
connection with this Agreement have been satisfied in full.

          3.   BENEFITS UPON A CHANGE IN CONTROL TERMINATION.  You will become
entitled to the benefits described in this Section 3 if and only if (i) the
Company terminates your employment for any reason other than your death or
Cause, or you terminate your employment with the Company for Good Reason and
(ii) the termination occurs either within the period beginning on the date of a
Change in Control and ending on the last day of the twenty-fourth month that
begins after the month during which the Change in 

<PAGE>

Control occurs or prior to a Change in Control if your termination was either 
a condition of the Change in Control or was at the request or insistence of a 
Person related to the Change in Control.

               (a)  CASH PAYMENT.  Not more than five business days following
     the Date of Termination, or, if later, not more than five business days
     following the date of the Change in Control, the Company will make a 
     lump-sum cash payment to you in an amount equal to two times the sum of 
     (i) your Base Pay plus (ii) your target cash bonus for the year during 
     which the Change in Control occurs or the average of your cash bonus for 
     the three fiscal years ending immediately prior to the Change in 
     Control, whichever is greater.  This payment is in lieu of any other 
     cash bonus payment to which you may otherwise be entitled under any 
     bonus plan for any period ending after your Date of Termination.  Cash 
     bonus payments relating to any period ending on or before your Date of 
     Termination will be paid to you in accordance with the terms of the 
     bonus plan.

               (b)  HEALTH BENEFITS.  During the period beginning on your Date
     of Termination and ending on the last day of the twenty-fourth month that
     begins after your Date of Termination, the Company will provide, or arrange
     to provide, medical, dental and vision benefits (excluding premium
     conversion or flexible spending accounts under any cafeteria plan) to you
     (and your family members and dependents who were eligible to be covered at
     any time during the 90-day period immediately prior to the date of a Change
     in Control for the period after the Change in Control in which such family
     members and dependents would otherwise continue to be covered under the
     terms of the applicable Benefit Plan in effect immediately prior to the
     Change in Control) under the same terms and at the same cost to you and
     your family members and dependents as similarly situated individuals who
     continue to be employed by the Company (without regard to any reduction in
     such benefits that constitutes Good Reason).  To the extent you incur a tax
     liability (including federal, state and local taxes and any interest and
     penalties with respect thereto) in connection with a benefit provided
     pursuant to this Section 3(b) which you would not have incurred had you
     been an active employee of the Company participating in the Company's group
     health plan, the Company will make a payment to you in an amount equal to
     such tax liability plus an additional amount sufficient to permit you to
     retain a net amount after all taxes (including penalties and interest)
     equal to the initial tax liability in connection with the benefit.  For
     purposes of applying the foregoing, your tax rate will be deemed to be the
     highest statutory marginal state and federal tax rate (on a combined basis)
     then in effect.  The payment pursuant to this Section 3(b) will be made
     within 10 days after your remittal of a written request for payment
     accompanied by a statement indicating the basis for and amount of the
     liability.

               (c)  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.  The Company will
     cause your account balance under the Merrill Corporation Supplemental
     Executive Retirement Plan to become fully vested and nonforfeitable
     effective as of the Date of Termination and at all times thereafter.  In
     addition, the Company will cause any distribution to which you are entitled
     under the Merrill Corporation Supplemental Executive Retirement Plan to be
     made without regard to any provision of the Plan that permits your
     distribution to be deferred to the extent necessary to ensure that no part
     of the distribution is nondeductible pursuant to Code Section 162(m).

               (d)  GROSS-UP PAYMENTS.  Following a Change in Control, the
     Company will cause its independent auditors promptly to review, at the
     Company's sole expense, the applicability of Code Section 4999 to any
     payment or distribution of any type by the Company to or for your benefit,
     whether paid or payable or distributed or distributable pursuant to the
     terms of this Agreement, any Benefit Plan or otherwise (the "Total
     Payments"). If the auditor determines that the Total Payments result in an
     excise tax imposed by Code Section 4999 or any comparable 

<PAGE>

     state or local law or any interest or penalties with respect to such 
     excise tax (such excise tax, together with any such interest and 
     penalties, are collectively referred to as the "Excise Tax"), the 
     Company will make an additional cash payment (a "Gross-Up Payment") to 
     you within 10 days after such determination equal to an amount such that 
     after payment by you of all taxes (including any interest or penalties 
     imposed with respect to such taxes), including any Excise Tax, imposed 
     upon the Gross-Up Payment, you would retain an amount of the Gross-Up 
     Payment equal to the Excise Tax imposed upon the Total Payments.  For 
     purposes of the foregoing determination, your tax rate will be deemed to 
     be the highest statutory marginal state and federal tax rate (on a 
     combined basis) then in effect. If no determination by the Company's 
     auditors is made prior to the time you are required to file a tax return 
     reflecting the Total Payments, you will be entitled to receive from the 
     Company a Gross-Up Payment calculated on the basis of the Excise Tax you 
     reported in such tax return, within 10 days after the later of the date 
     on which you file such tax return or the date on which you provide a 
     copy thereof to the Company. In all events, if any tax authority 
     determines that a greater Excise Tax should be imposed upon the Total 
     Payments than is determined by the Company's independent auditors or 
     reflected in your tax return pursuant to this Section 3(d), you will be 
     entitled to receive from the Company the full Gross-Up Payment 
     calculated on the basis of the amount of Excise Tax determined to be 
     payable by such tax authority within 10 days after you notify the 
     Company of such determination.  If any other Benefit Plan or other plan, 
     policy or practice of the Company or any other agreement between you and 
     the Company (an "Other Arrangement") specifically provides that benefits 
     thereunder will be reduced or limited so that such benefits or the Total 
     Payments will not result in the imposition of an excise tax pursuant to 
     Code Section 4999, the reduction or limitation will apply, to the extent 
     provided in the Other Arrangement, solely to the benefits provided 
     pursuant to the Other Arrangement as if the benefits under the Other 
     Arrangement constituted the entire Total Payments, and such reduction or 
     limitation will not otherwise reduce or limit  the actual Total Payments.

     If, on or after the date of a Change in Control, an Affiliate is sold,
merged, transferred or in any other manner or for any other reason ceases to be
an Affiliate or all or any portion of the business or assets of an Affiliate are
sold, transferred or otherwise disposed of and the acquiror is not the Parent
Corporation or an Affiliate (a "Disposition"), and you remain or become employed
by the acquiror or an affiliate of the acquiror (as defined in this Agreement
but substituting "acquiror" for "Parent Corporation") in connection with the
Disposition, you will be deemed to have terminated employment on the effective
date of the Disposition for purposes of this Section 3 unless (x) the acquiror
and its affiliates jointly and severally expressly assume and agree, in a manner
that is enforceable by you, to perform the obligations of this Agreement to the
same extent that the Company would be required to perform if the Disposition had
not occurred and (y) the Successor guarantees, in a manner that is enforceable
by you, payment and performance by the acquiror.
     
          4.   INDEMNIFICATION.  Following a Change in Control, the Company will
indemnify and advance expenses to you for damages, costs and expenses
(including, without limitation, judgments, fines, penalties, settlements and
reasonable fees and expenses of your counsel) incurred in connection with all
matters, events and transactions relating to your service to or status with the
Company or any other corporation, employee benefit plan or other entity with
whom you served at the request of the Company to the extent that the Company
would have been required to do so under applicable law, corporate articles,
bylaws or agreements or instruments of any nature with or covering you, as in
effect immediately prior to the Change in Control and to any further extent as
may be determined or agreed upon following the Change in Control.

<PAGE>

          5.   SUCCESSORS.  The Parent Corporation will seek to have any
Successor, by agreement in form and substance satisfactory to you, assent to the
fulfillment by the Company of the Company's obligations under this Agreement. 
Failure of the Parent Corporation to obtain such assent at least three business
days prior to the time a Person becomes a Successor (or where the Parent
Corporation does not have at least three business days' advance notice that a
Person may become a Successor, within one business day after having notice that
such Person may become or has become a Successor) will constitute Good Reason
for termination by you of your employment.  The date on which any such
succession becomes effective will be deemed the Date of Termination, and Notice
of Termination will be deemed to have been given on that date.  A Successor has
no rights, authority or power with respect to this Agreement prior to a Change
in Control.

          6.   BINDING AGREEMENT.  This Agreement inures to the benefit of, and
is enforceable by, you, your personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If you
die while any amount would still be payable to you under this Agreement if you
had continued to live, all such amounts, unless otherwise provided in this
Agreement, will be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there be no such designee, to your
estate.

          7.   NO MITIGATION.  You will not be required to mitigate the amount
of any benefits the Company becomes obligated to provide to you in connection
with this Agreement by seeking other employment or otherwise.  The benefits to
be provided to you in connection with this Agreement may not be reduced, offset
or subject to recovery by the Company by any benefits you may receive from other
employment or otherwise.

          8.   NO SETOFF.  The Company has no right to setoff benefits owed to
you under this Agreement against amounts owed or claimed to be owed by you to
the Company under this Agreement or otherwise.

          9.   TAXES.  All benefits to be provided to you in connection with
this Agreement will be subject to required withholding of federal, state and
local income, excise and employment-related taxes.  The Company's good faith
determination with respect to its obligation to withhold such taxes relieves it
of any obligation that such amounts should have been paid to you.

          10.  NOTICES.  For the purposes of this Agreement, notices and all
other communications provided for in, or required under, this Agreement must be
in writing and will be deemed to have been duly given when personally delivered
or when mailed by United States registered or certified mail, return receipt
requested, postage prepaid and addressed to each party's respective address set
forth on the first page of this Agreement (provided that all notices to the
Company must be directed to the attention of the chair of the Board), or to such
other address as either party may have furnished to the other in writing in
accordance with these provisions, except that notice of change of address will
be effective only upon receipt.

          11.  DISPUTES.  If you so elect, any dispute, controversy or claim
arising under or in connection with this Agreement will be settled exclusively
by binding arbitration administered by the American Arbitration Association in
Minneapolis, Minnesota in accordance with the Commercial Arbitration Rules of
the American Arbitration Association then in effect; provided that you may seek
specific performance of your right to receive benefits until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement.  Judgment may be entered on the arbitrator's
award in any court having jurisdiction.  If any dispute, controversy or claim
for damages arising under or in connection with this Agreement is settled by
arbitration, the Company will pay, or if elected by you, reimburse, all fees,
costs and expenses incurred by you related to such arbitration unless 

<PAGE>

the arbitrators decide that your claim was frivolous or advanced by you in 
bad faith.  If you do not elect arbitration, you may pursue all available 
legal remedies.  The Company will pay, or if elected by you, reimburse you 
for, all fees, costs and expenses incurred by you in connection with any 
actual, threatened or contemplated litigation relating to this Agreement to 
which you are or reasonably expect to become a party, whether or not 
initiated by you, if you are successful in recovering any benefit under this 
Agreement as a result of such action.  The parties agree that any litigation 
arising under or in connection with this Agreement must be brought in a court 
of competent jurisdiction in the State of Minnesota, and hereby consent to 
the exclusive jurisdiction of said courts for this purpose and agree not to 
assert that such courts are an inconvenient forum.  The Company will not 
assert in any dispute or controversy with you arising under or in connection 
with this Agreement your failure to exhaust administrative remedies.

          12.  RELATED AGREEMENTS.  To the extent that any provision of any
Benefit Plan or other benefit plan, policy, practice or agreement between the
Company or any Affiliate and you (an "Other Arrangement") limits, qualifies or
is inconsistent with any provision of this Agreement, then for purposes of this
Agreement, while such Other Arrangement remains in force, the provision of this
Agreement will control and such provision of such Other Arrangement will be
deemed to have been superseded, and to be of no force or effect, as if such
Other Arrangement had been formally amended to the extent necessary to
accomplish such purpose.  Nothing in this Agreement prevents or limits your
continuing or future participation in any Other Arrangement for which you may
qualify, and nothing in this Agreement limits or otherwise affects the rights
you may have under any Other Arrangement.  Amounts that are vested benefits or
which you are otherwise entitled to receive under any Other Arrangement at or
subsequent to the Date of Termination will be payable in accordance with such
Other Arrangement.

          13.  NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Agreement is
intended to provide you with any right to continue in the employ of the Company
for any period of specific duration or interfere with or otherwise restrict in
any way your rights or the rights of the Company, which rights are hereby
expressly reserved to each, to terminate your employment at any time for any
reason or no reason whatsoever, with or without cause.

          14.  PAYMENT; ASSIGNMENT.  Benefits payable under this Agreement will
be paid only from the general assets of the Company.  No person has any right to
or interest in any specific assets of the Company by reason of this Agreement. 
To the extent benefits under this Agreement are not paid when due to any
individual, he or she is a general unsecured creditor of the Company with
respect to any amounts due.  Benefits payable pursuant to this Agreement and the
right to receive future benefits may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered or subject to any charge.

          15.  SURVIVAL.  The respective obligations of, and benefits afforded
to, the Company and you which by their express terms or clear intent survive
termination of your employment with the Company or termination of this
Agreement, as the case may be, will survive termination of your employment with
the Company or termination of this Agreement, as the case may be, and will
remain in full force and effect according to their terms.

          16.  MISCELLANEOUS.  No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in a writing signed by you and a duly authorized officer of the Parent
Corporation.  No waiver by any party to this Agreement at any time of any breach
by another party to this Agreement of, or of compliance with any condition or
provision of this Agreement to be performed by such party will be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.  No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter to this Agreement have
been made by any party which are not expressly set forth in this Agreement. 
This Agreement and the legal relations 

<PAGE>

among the parties as to all matters, including, without limitation, matters 
of validity, interpretation, construction, performance and remedies, will be 
governed by and construed exclusively in accordance with the internal laws of 
the State of Minnesota (without regard to the conflict of laws principles of 
any jurisdiction). Headings are for purposes of convenience only and do not 
constitute a part of this Agreement.  The parties to this Agreement agree to 
perform, or cause to be performed, such further acts and deeds and to execute 
and deliver or cause to be executed and delivered, such additional or 
supplemental documents or instruments as may be reasonably required by the 
other party to carry into effect the intent and purpose of this Agreement.  
The invalidity or unenforceability of all or any part of any provision of 
this Agreement will not affect the validity or enforceability of the 
remainder of such provision or of any other provision of this Agreement, 
which will remain in full force and effect.  This Agreement may be executed 
in several counterparts, each of which will be deemed to be an original, but 
all of which together will constitute one and the same instrument.

     If this letter correctly sets forth our agreement on the subject matter
discussed above, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.



                                       MERRILL CORPORATION

                                       By:
                                          ------------------------------------



                                       ---------------------------------------
                                       [Executive]