EX-10.2






Exhibit 10.2




FIRST AMENDMENT TO THE

DELUXE CORPORATION 2008 STOCK INCENTIVE PLAN




The Deluxe Corporation 2008 Stock Incentive Plan (the “Plan”), as adopted by the Board of
Directors of Deluxe Corporation (“Deluxe”) on February 20, 2008, and approved by the shareholders
of Deluxe at the annual meeting held on April 30, 2008, is hereby amended as follows, pursuant to a
resolution adopted by the Board of Directors on December 9, 2009, and the authority reserved by the
Board of Directors in Section 8(a) of the Plan.



1. Section 6 of the Plan is amended by the addition of a new subsection 6(h) to read as
follows:




	 	 	 	“(h) Recoupment of Certain Awards. The provisions of this Section 6(h) shall apply
to any Award granted in connection with a Performance Period commencing on or after
January 1, 2010, to any Participant who is an officer subject to Section 16 of the 1934
Act at any time while the Award is outstanding. If the Committee determines that any
portion of an Award is an “Excess Award”, as hereinafter defined, then, if such
determination is made while the Award is still outstanding, it shall be reduced by the
portion thereof that constitutes an Excess Award. If such determination is made after
the Award has been exercised or settled, then all future payments (including deferred
payments) to the Participant with respect to other Awards shall be offset until the
amount of the Excess Award has been recouped, and the Committee may, in its reasonable
discretion, arrange for the recoupment of such Excess Award by pursuing legal action
against the Participant, by entering into an agreement with the Participant for the
repayment of the Excess Award (or in the case of an Award settled by a transfer of
Shares the return of such Shares and repayment to the Participant of any exercise price
paid), or, to the extent permitted by applicable law, by offsetting any other amount
owed to the Participant by Deluxe or any of its subsidiaries, or by any combination of
the foregoing. For purposes of this Section 6(h), the term “Excess Award” shall mean
the following, as determined by the Committee in its sole discretion:






	 	(i)	 	In the case of a Performance Award, if Deluxe is required to issue a
restatement of any financial statement filed with the Securities and Exchange
Commission (other than a restatement due to a change in accounting policy) within
twelve (12) months after the end of the performance period with respect to such
Performance Award, and the Committee determines that the misconduct by a Participant
was a significant contributing factor to such restatement, then all, or such portion as
the Committee in its reasonable discretion determines to be appropriate, of any Award
the value of which was affected by such financial statement, shall be an Excess Award.
Without limiting the generality of the foregoing, in the case of an Award that is an
Option, Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit the
Committee may determine the portion of such Award that constitutes an Excess Award on
the basis of its estimate of the effect on the value of the Shares resulting from such
restatement, or the amount realized by the Participant from the sale of such Shares, or
on any other basis that it determines to be appropriate.






	 	(ii)	 	If any portion of an Option, Stock Appreciation Right, Restricted Stock, or
Restricted Stock Unit is determined to be an Excess Award, then the portion of any
Dividend Equivalent that is attributable to the Excess Award shall also be an Excess
Award. If the Participant has received any Restricted Stock or Restricted Stock Units
as a matching grant of a deferred incentive payment pursuant to Section 6.1 of the
Annual Incentive Plan and such incentive payment is subsequently determined to be an
Excess Award under the Annual Incentive Plan, then the portion of the Restricted Stock
or Restricted Units that is attributable to the Excess Award shall also constitute an
Excess Award. For purposes of reducing any Award pursuant to this Plan, the Committee
may treat any amount determined to be an Excess Award under Section 6.4 of the Annual
Incentive Plan as an Excess Award.”





IN WITNESS WHEREOF, Deluxe has caused this Amendment to be executed on its behalf this
9th day of December, 2009.




DELUXE CORPORATION




By: /s/ Anthony C. Scarfone

Senior Vice President,

General Counsel and Secretary