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                                                                   EXHIBIT 10.20

                           FORM OF CHANGE IN CONTROL AGREEMENT

     AGREEMENT by and between eFunds Corporation, a Delaware corporation (the
"Company"), and (the "Executive") dated as of _________________, 2000.

     The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its shareholders to ensure that the
Company will have the continued dedication and service of the Executive,
notwithstanding the possibility, threat or occurrence of a Business Combination
(as defined below) and to encourage the Executive's full support of and
participation in implementing the Company's business strategy involving one or
more significant transactions. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks associated with these types of strategic initiatives, to
encourage the Executive to provide his or her full attention and dedication to
the Company and its business strategies notwithstanding such personal
uncertainty and to provide the Executive with compensation and benefits
arrangements upon the occurrence of a Business Combination which ensure that the
compensation and benefits expectations of the Executive will be satisfied and
that the Executive will continue to receive compensation and benefits
competitive with those of other corporations. Therefore, in order to accomplish
these objectives, the Board has caused the Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

          I. Certain Definitions.
             -------------------

               A. "Affiliate" shall have the meaning defined in Rule 12b-2
          promulgated under the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"). The "Affiliates" of a Person shall also include such
          Person's "Associates," as such term is defined in Rule 12b-2
          promulgated under the Exchange Act.

               B. "Beneficial Owner" shall have the meaning defined in Rule
          13d-3 promulgated under the Exchange Act.

               C. "Business Combination" shall be deemed to have occurred if the
          conditions set forth in any one of the following paragraphs shall have
          been satisfied:

                    1. any Person or group (as defined in Rule 13d-5 promulgated
               under the Exchange Act) of Persons, other than a Person or group
               of Persons who are, or would be if the securities of the Company
               were registered pursuant to Section 12 of the Exchange Act,
               entitled to report their ownership of the Company's securities on
               a Schedule 13G in lieu of a Schedule 13D (but only during such
               time as such Person or group of Persons remain eligible to use
               such Schedule 13G), is or becomes the Beneficial Owner, directly
               or indirectly, of securities of the Company representing 20% or
               more of the combined voting power of the Company's then
               outstanding


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               securities, excluding, at the time of their original acquisition,
               from the securities acquired directly or beneficially by any such
               Person or group of Persons any securities acquired directly from
               the Company or in connection with a transaction described in
               clause (a) of paragraph 3 below (it being understood and agreed
               that, during the period preceding the Split-Off Date, the
               ownership by Deluxe and any Person Controlled by Deluxe of more
               than 20% of the combined voting power of the Company's then
               outstanding securities shall not constitute a "Business
               Combination" pursuant to this Section I.C.1.); or

                    2. the individuals who at the date of this Agreement
               constitute the Board and any new director (other than a director
               whose initial assumption of office is in connection with an
               actual or threatened election contest, including but not limited
               to a consent solicitation, relating to the election of directors
               of the Company) whose appointment or election by the Board or
               nomination for election by the Company's shareholders was
               approved or recommended by a vote of at least two-thirds (2/3) of
               the directors then still in office who either were directors as
               of the date of this Agreement or whose appointment, election or
               nomination for election was previously so approved, cease for any
               reason to constitute a majority thereof; or

                    3. there is consummated a merger, share exchange,
               consolidation or similar transaction (each, a "Transaction")
               involving the Company or any Affiliate of the Company with any
               other Person, other than (a) a Transaction which would result in
               the voting securities of the Company outstanding immediately
               prior thereto continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving Person or any parent thereof), in combination with the
               ownership of any trustee or other fiduciary holding securities
               under an employee benefit plan of the Company or any Affiliate of
               the Company, at least 65% of the combined voting power of the
               voting securities of the Company or such surviving Person or any
               parent thereof outstanding immediately after such merger or
               consolidation, or (b) a Transaction effected to implement a
               recapitalization of the Company (or similar transaction) in which
               no Person is or becomes the Beneficial Owner, directly or
               indirectly, of securities of the Company representing 20% or more
               of the combined voting power of the Company's then outstanding
               securities (it being understood and agreed that, during the
               period preceding the Split-Off Date, the ownership by Deluxe and
               any person Controlled by Deluxe of more than 20% of the combined
               voting power of the Company's then outstanding securities a
               result of any such recapitalization (or similar transaction)
               shall not constitute a "Business Combination" pursuant to this
               Section I.C.3);

                    4. the shareholders of the Company approve a plan of
               complete liquidation of the Company or there is consummated an
               agreement for the sale or disposition by the Company of all or
               substantially all of the assets of the Company and its
               subsidiaries, other than a sale or disposition of all or
               substantially all of the assets of the Company and its
               subsidiaries to a Person, at least 65% of the combined voting
               power of the voting securities of which are owned by shareholders
               of the Company in substantially the same proportions as their
               ownership of the Company immediately prior to such sale or
               disposition; or

                    5. if, prior to the Split-Off Date, any of the transactions
               described in the foregoing clauses (1), (2), (3) or (4) should
               occur with regard to Deluxe (in making such determination, the


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               word "Deluxe shall be substituted for the words "the Company" in
               such clauses and the reference to the "Board" in clause 2 shall
               be deemed to refer to the Board of Directors of Deluxe).

               D. "Business Combination Period" shall mean the period commencing
          on the date hereof and ending on the third anniversary of the date
          hereof; provided, however, that commencing on the date one year after
          the date hereof, and on each annual anniversary of such date (such
          date and each annual anniversary thereof shall be hereinafter referred
          to as the "Renewal Date"), the Business Combination Period shall be
          automatically extended so as to terminate three years from such
          Renewal Date, unless at least 120 days prior to the then-current
          Renewal Date the Company shall give notice to the Executive that the
          Business Combination Period shall not be so extended.

               E. "Control" shall mean the right, either directly or indirectly,
          to elect a majority of the members of the board of directors (or
          similar governing body) of an Person without the consent or
          acquiescence of any third party.

               F. "Deluxe" shall mean Deluxe Corporation, a Minnesota
          corporation.

               G. "Effective Date" shall mean the first date during the Business
          Combination Period on which a Business Combination occurs.

               H. "Person" shall mean any natural person, corporation, limited
          liability company, association, partnership (whether general or
          limited), joint venture, sole proprietorship, governmental agency,
          unit, subdivision or municipality, trust, estate, association,
          custodian or any other individual or entity, except that such term
          shall not include (i) the Company or any of its subsidiaries, (ii) a
          trustee or other fiduciary holding securities under an employee
          benefit plan of the Company or any of its Affiliates, or (iii) an
          underwriter temporarily holding securities of the Company as part of a
          public offering of such securities.

               I. "Split-Off Date" shall mean the date that Deluxe and Persons
          Controlled by Deluxe shall cease to own at least 50% of the combined
          voting power of the Company's then outstanding securities.

     II. Employment Period.
         -----------------

     Subject to the terms and conditions of this Agreement, the Company hereby
agrees to continue the Executive in its employ, and the Executive hereby agrees
to remain in the employ of the Company for the period commencing on the
Effective Date and ending on the third anniversary of such date (the "Employment
Period").


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     III. Terms of Employment.
          -------------------

          A. Position and Duties.

               1. Position. Except with the Executive's written consent given in
          his or her discretion, during the Employment Period, (a) the
          Executive's position (including status, offices, titles and reporting
          requirements), authority, duties and responsibilities shall be at
          least commensurate in all material respects with the most significant
          of those held, exercised and assigned by the Executive at any time
          during the 180-day period immediately preceding the Effective Date and
          (b) the Executive's services shall be performed from the location
          where the Executive was employed immediately preceding the Effective
          Date or at a location less than 50 miles from such location.

               2. Attention to the Company's Affairs. During the Employment
          Period, and excluding any periods of vacation and sick leave to which
          the Executive is entitled, the Executive agrees to devote reasonable
          attention and time during normal business hours to the business and
          affairs of the Company and, to the extent necessary to discharge the
          responsibilities assigned to the Executive hereunder, to use the
          Executive's reasonable efforts to perform faithfully and efficiently
          such responsibilities. During the Employment Period it shall not be a
          violation of this Agreement for the Executive to (a) serve on
          corporate, civic or charitable boards or committees, (b) deliver
          lectures, fulfill speaking engagements or teach at educational
          institutions and (c) manage personal investments, so long as such
          activities do not significantly interfere with the performance of the
          Executive's responsibilities as an employee of the Company in
          accordance with this Agreement. It is expressly understood and agreed
          that to the extent that any such activities have been conducted by the
          Executive prior to the Effective Date, the continued conduct of such
          activities (or the conduct of activities similar in nature and scope
          thereto) subsequent to the Effective Date shall not thereafter be
          deemed to interfere with the performance of the Executive's
          responsibilities to the Company.

          B. Compensation.

               1. Base Salary. During the Employment Period, the Executive shall
          receive an annual base salary (the "Annual Base Salary"), which shall
          be paid not less often than monthly, at least equal to twelve times
          the monthly base salary paid or payable, including any base salary
          which has been earned but deferred, to the Executive by the Company
          and its Affiliates immediately preceding the month in which the
          Effective Date occurs. During the Employment Period, the Annual Base
          Salary shall be reviewed no more than 12 months after the last salary
          increase awarded to the Executive prior to the Effective Date and
          thereafter at least annually. In considering any increase to the
          Executive's Annual Base Salary, the Executive will be treated in the
          same manner as other members of the Company's senior executive team
          and all senior officers of any Person in Control of the Company (such
          other senior executive team members and senior officers are herein
          collectively referred to as "Peer Executives"). For example, if the
          annual base salaries of the Peer Executives are established by
          reference to a percentile of comparative market data, the increase, if
          any, to Executive's Annual Base Salary shall be established in a like
          manner. The annual Base Salary shall not be reduced after any such
          increase


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          and the term Annual Base Salary as utilized in this Agreement shall
          refer to Annual Base Salary as so increased. Any increase in Annual
          Base Salary shall not serve to limit or reduce any other obligation to
          the Executive under this Agreement.

               2. Annual Incentive Payment or Bonus. In addition to the Annual
          Base Salary, the Executive shall be paid, for each fiscal year ending
          during the Employment Period (ratably apportioned in the case of any
          fiscal year which is not included within the Employment Period in its
          entirety), an annual incentive payment or bonus (the "Annual Incentive
          Payment") in cash on the same basis as such incentive payments or
          bonuses are paid to other Peer Executives. For example, if annual
          incentive payments are created for other Peer Executives, the target
          award for the Executive shall be established in the same manner as the
          target award for the other Peer Executives (e.g. by reference to a
          percentile target based on comparative market data) and the
          performance criteria and performance measurements governing any
          payment earned by Executive shall be based on the same performance
          criteria (such as earnings per share or return of average capital
          employed) and performance measurements applied to the other Peer
          Executives. Notwithstanding the foregoing, if the payment of a bonus
          to other Peer Executives is, in whole or part, not based on objective
          performance criteria, Executive's Annual Incentive Payment shall be at
          least equal to the average of Executive's Annual Incentive Payments
          for the last two full fiscal years prior to the Effective Date or, if
          Executive was not in the employment of the Company during any portion
          of such two full fiscal years, Executive's target Annual Incentive
          Payment for the fiscal year in which the Effective Date occurred (such
          amount being herein referred to as the "Recent Annual Incentive
          Payment"). Special or one-time awards (such as those associated with a
          new hire or promotion or relocation bonuses) shall not be taken into
          account when computing the Recent Annual Incentive Payment. During the
          Employment Period, the Executive's annual target incentive or bonus
          opportunity shall in no event be less favorable to the Executive than
          that provided by the Company to the Executive under its annual
          incentive or bonus plans during the fiscal year in which the Effective
          Date occurred, provided that any special or one time awards (such as
          those associated with a new hire or promotion or relocation bonuses)
          shall not be taken into account. Each such Annual Incentive Payment
          shall be paid no later than the end of the third month of the fiscal
          year next following the fiscal year in respect of which the Annual
          Incentive Payment is awarded, unless the Executive shall elect to
          defer the receipt of such Annual Incentive Payment.

               3. Stock Incentive Plans. During the Employment Period, the
          Executive shall be entitled to participate in any stock incentive,
          option, performance share and other stock-based incentive plans (if
          any) on the same basis as other Peer Executives. For example, if other
          Peer Executives are awarded stock options or restricted stock units or
          shares based on references to comparative market data, Executive's
          awards shall be made on the same basis, and shall, in any event,
          contain the same terms and conditions, and if applicable, be subject
          to the same performance criteria, as applied to awards to other Peer
          Executives. Notwithstanding the foregoing, such long-term incentive
          opportunities for the Executive shall in no event be less favorable,
          in each case and in the aggregate, than those provided by the Company
          and its Affiliates for the Executive during the fiscal year during
          which the Effective Date occurs, provided that any special or one-time
          awards (such as those associated with a new hire or promotion) shall
          not be taken into account.


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               4. Savings, Retirement and Other Incentive Plans. During the
          Employment Period, the Executive shall be entitled to participate in
          all other incentive, savings and retirement plans, practices, policies
          and programs applicable generally to other Peer Executives, but in no
          event shall such plans, practices, policies and programs provide the
          Executive with incentive opportunities (measured with respect to both
          regular and special incentive opportunities, to the extent, if any,
          that such distinction is applicable), savings opportunities and
          retirement benefit opportunities, in each case, less favorable, in the
          aggregate, than the most favorable of those provided for the Executive
          at any time during the one year period immediately preceding the
          Effective Date or if more favorable to the Executive, those provided
          generally at any time after the Effective Date to other Peer
          Executives; provided, however, that such benefits may be reduced
          pursuant to a general (across-the-board) reduction of such benefits
          similarly affecting all Peer Executives.

               5. Welfare Benefit Plans. During the Employment Period, the
          Executive and/or the Executive's family, as the case may be, shall be
          eligible for participation in and shall receive all benefits under all
          welfare benefit plans, practices, policies and programs (including,
          without limitation, medical, prescription, dental, disability,
          employee life, group life, accidental death and travel accident
          insurance plans and programs) to the extent applicable generally to
          other Peer Executives but in no event shall such plans, practices,
          policies and programs provide the Executive with benefits which are
          less favorable, in the aggregate, than the most favorable of such
          plans, practices, policies and programs in effect for the Executive at
          any time during the one year period immediately preceding the
          Effective Date or, if more favorable to the Executive, those provided
          generally at any time after the Effective Date to other Peer
          Executives; provided, however, that such benefits may be reduced
          pursuant to a general (across-the-board) reduction of such benefits
          similarly affecting all Peer Executives.

               6. Expenses. During the Employment Period, the Executive shall be
          entitled to receive prompt reimbursement for all reasonable expenses
          incurred by the Executive in accordance with the most favorable
          policies, practices and procedures of the Company and its Affiliates
          in effect for the Executive at any time during the one year period
          immediately preceding the Effective Date or, if more favorable to the
          Executive, as in effect generally at any time thereafter with respect
          to other Peer Executives.

               7. Fringe Benefits. During the Employment Period, the Executive
          shall be entitled to fringe benefits, including, without limitation,
          tax and financial planning services, use or reimbursement for the use
          of an automobile, and payment of related expenses, in accordance with
          the most favorable plans, practices, programs and policies of the
          Company and its Affiliates in effect for the Executive at any time
          during the one year period immediately preceding the Effective Date
          or, if more favorable to the Executive, as in effect generally at any
          time thereafter with respect to other Peer Executives; provided,
          however, that such benefits may be reduced pursuant to a general
          (across-the-board) reduction of such benefits similarly affecting all
          Peer Executives.

               8. Office and Support Staff. During the Employment Period, the
          Executive shall be entitled to an office or offices of a size and with
          furnishings and other appointments, and to


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          exclusive personal secretarial and other assistance, not materially
          less favorable than that provided to the Executive by the Company and
          its Affiliates at any time during the one year period immediately
          preceding the Effective Date or, if more favorable to the Executive,
          as provided generally at any time thereafter with respect to other
          Peer Executives.

               9. Vacation. During the Employment Period, the Executive shall be
          entitled to paid vacation and holidays in accordance with the most
          favorable plans, policies, programs and practices of the Company and
          its Affiliates as in effect for the Executive at any time during the
          one year period immediately preceding the Effective Date or, if more
          favorable to the Executive, as in effect generally at any time
          thereafter with respect to other Peer Executives.

     IV. Termination of Employment.
         -------------------------

          A. Death or Disability. The Executive's employment shall terminate
     automatically upon the Executive's death during the Employment Period. If
     the Company determines in good faith that the "Disability" of the Executive
     has occurred during the Employment Period, it may, give a Notice of
     Termination to the Executive in accordance with Sections IV.D. and XI.B. of
     this Agreement of its intention to terminate the Executive's employment. In
     such event, the Executive's employment with the Company or its Affiliates,
     as the case may be, shall terminate effective on the 30th day after receipt
     of the Notice of Termination by the Executive (unless such date is extended
     as provided in Section IV.F.), provided that, the Executive shall not have
     returned to full-time performance of his or her duties within such 30 day
     notice period. For purposes of this Agreement, "Disability" shall mean the
     absence of the Executive from the Executive's duties with the Company or
     its Affiliates, as the case may be, on a full-time basis for 180
     consecutive days as a result of incapacity due to mental or physical
     illness which is determined to be permanent by a physician selected by the
     Company or its insurers and acceptable to the Executive or the Executive's
     legal representative.

          B. Cause. The Company may terminate the Executive's employment during
     the Employment Period with or without Cause. For purposes of this
     Agreement, "Cause" shall mean:

               1. the willful and continued failure of the Executive to perform
          substantially the Executive's material duties with the Company and its
          Affiliates (other than any such failure resulting from incapacity due
          to physical or mental illness or any such actual or anticipated
          failure after the issuance of a Notice of Termination for Good Reason
          by the Executive pursuant to Section IV.D. hereof), after a written
          demand for substantial performance is delivered to the Executive by
          the Board which specifically identifies the manner in which the Board
          believes that the Executive has not substantially performed the
          Executive's duties; or

               2. the willful engaging by the Executive in illegal conduct or
          gross misconduct which is materially and demonstrably injurious to the
          Company or its Affiliates.

               For purposes of this provision, (a) no act or failure to act on
          the part of the Executive shall be considered "willful" unless it is
          done, or omitted to be done, by the Executive in bad


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          faith or without reasonable belief that the Executive's action or
          omission was in the best interests of the Company and (b) in the event
          of a dispute concerning the application of this provision, no claim by
          the Company that Cause exists shall be given effect unless the Company
          establishes to the Committee (as defined in Section XI.J.) by clear
          and convincing evidence that Cause exists. Any act, or failure to act,
          based upon authority given pursuant to a resolution duly adopted by
          the Board or upon the instructions of the Chief Executive Officer of
          the Company (if Executive is not the Chief Executive Officer) or based
          upon the advice of counsel for the Company (or if the Executive is
          counsel to the Company, based upon the Executive's own legal
          conclusions) shall be conclusively presumed to be done, or omitted to
          be done, by the Executive in good faith and in the best interests of
          the Company.

          C. Good Reason. The Executive's employment during the Employment
     Period may be terminated by the Executive with or without Good Reason. For
     purposes of this Agreement, "Good Reason" shall mean:

               1. except with Executive's written consent given in his or her
          discretion, the assignment to the Executive of any duties inconsistent
          in any respect with the Executive's position (including status,
          offices, titles and reporting requirements), authority, duties or
          responsibilities as contemplated by Section III.A. of this Agreement,
          or the taking of any other action which results in a diminution in
          such position, authority, duties or responsibilities, excluding for
          this purpose an isolated, insubstantial or inadvertent action not
          taken in bad faith and which is remedied promptly after receipt of
          notice thereof given by the Executive;

               2. any failure by the Company (or any successor employer) to
          comply with any of the provisions of Section III.B. of this Agreement,
          other than an isolated, insubstantial and inadvertent failure not
          occurring in bad faith and which is remedied promptly after receipt of
          notice thereof given by the Executive;

               3. any requirement that Executive perform Executive's duties at
          any location other than as provided in clause III.A.1(b) hereof or
          that the Executive travel for business purposes to a substantially
          greater extent than required immediately prior to the Effective Date;

               4. any purported termination of the Executive's employment which
          is not effected pursuant to a Notice of Termination satisfying the
          requirements of Section IV.D hereof and otherwise expressly permitted
          by this Agreement. For purposes of this Agreement, no such purported
          termination shall be effective;

               5. any failure by the Company to comply with and satisfy Section
          X.C. of this Agreement; or

               6. any request or requirement that the Executive take any action
          or omit to take any action that is inconsistent with or in violation
          of the Company's ethical guidelines and policies as the same existed
          within the 120 day period prior to the Effective Date or any
          professional ethical guidelines or principles that may be applicable
          to the Executive or, if Executive is counsel to the Company,
          requesting or requiring Executive to practice in or under the laws of
          any jurisdiction


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          or appear before any court or other tribunal to or before which
          Executive is not admitted to practice.

               For purposes of this Section IV.C., any good faith claim of "Good
          Reason" made by the Executive shall be presumed to be correct unless
          the Company establishes to the Committee by clear and convincing
          evidence that Good Reason does not exist. The Executive's right to
          terminate the Executive's employment for Good Reason shall not be
          affected by the Executive's incapacity due to physical or mental
          illness. The Executive's continued employment shall not constitute a
          consent to, or a waiver of rights with respect to, any act or failure
          to act constituting Good Reason hereunder.

          D. Notice of Termination. Any purported termination of the Executive's
     employment during the Employment Period (other than by reason of death)
     shall be communicated by a Notice of Termination given in accordance with
     Section XI.B. of this Agreement. For purposes of this Agreement, a "Notice
     of Termination" means a written notice which (1) indicates the specific
     termination provision in this Agreement relied upon (or that Executive's
     employment is being terminated without Cause or by the Executive without
     Good Reason), (2) to the extent applicable, sets forth in reasonable detail
     the facts and circumstances claimed to provide a basis for termination of
     the Executive's employment under the provision so indicated and (3) if the
     "Date of Termination" (as defined below) is other than the date of receipt
     of such notice, specifies the termination date (which date shall be not
     more than thirty days after the giving of such notice). Further, a Notice
     of Termination for Cause is required to include a copy of a resolution duly
     adopted by the affirmative vote of not less than three-quarters of the
     entire membership of the Employer's Board at a meeting of the Employer's
     Board called and held for such purpose (after reasonable notice is provided
     to the Executive and the Executive is given an opportunity, together with
     counsel, to be heard before the Employer's Board), finding that, in the
     good faith opinion of the Employer's Board, the Executive is guilty of the
     conduct described in subparagraph B.1. or B.2. above, and specifying the
     particulars thereof in detail. A failure to set forth in the Notice of
     Termination any fact or circumstance which contributes to a showing of
     Disability, Good Reason or Cause shall not waive any rights hereunder or
     preclude the person delivering such from asserting such fact or
     circumstance in enforcing rights hereunder;

          E. Date of Termination. "Date of Termination" means (1) if the
     Executive's employment is terminated for Cause, or by the Executive for
     Good Reason or any other reason, the date of receipt of the Notice of
     Termination or any later date specified therein, as the case may be
     (subject to extension as provided in Section IV.F.), (2) if the Executive's
     employment is terminated during the Employment Period other than for Cause
     or Disability, the Date of Termination shall be the date on which Executive
     is notified of such termination, (3) if the Executive's employment is
     terminated by reason of death during the Employment Period, the Date of
     Termination shall be the date of death of the Executive and (4) if the
     Executive's employment is terminated for Disability, the date Executive's
     employment is terminated as provided in Section IV.A.; provided, however,
     that the Date of Termination specified in this Section E. may be extended
     to the date of termination (if applicable) provided in Section IV.F.


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          F. Dispute Concerning Termination. If within fifteen (15) days after
     any Notice of Termination is given, or, if later, prior to the Date of
     Termination (as determined without regard to this Section IV.F.), the party
     receiving such Notice of Termination notifies the other party that a
     dispute exists concerning whether a termination has properly been
     characterized as for Cause, Good Reason or Disability, the Date of
     Termination shall be extended until the earlier of (i) the date on which
     the Employment Period ends or (ii) the date on which the dispute is finally
     resolved, either by mutual written agreement of the parties or by a final
     judgment, order or decree of an arbitrator or a court of competent
     jurisdiction (which is not appealable or with respect to which the time for
     appeal therefrom has expired and no appeal has been perfected); provided,
     however, that the Date of Termination shall be extended by a notice of
     dispute given by the Executive only if such notice is given in good faith
     and the Executive pursues the resolution of such dispute with reasonable
     diligence.

          G. Compensation During Dispute. If a purported termination occurs
     during the Employment Period and the Date of Termination is extended in
     accordance with Section IV.F. hereof, Executive shall continue to receive
     the full compensation in effect when the notice giving rise to the dispute
     was given (including, but not limited to, salary) and the Executive shall
     continue as a participant in all compensation, benefit and insurance plans
     in which the Executive was participating when the notice giving rise to the
     dispute was given until the Date of Termination, as determined in
     accordance with Section IV.F. hereof.

          H. Pre-Effective Date Actions. For purposes of this Agreement, the
     Executive's employment shall be deemed to have been terminated during the
     Employment Period by the Company without Cause or by the Executive with
     Good Reason, if (i) the Executive's employment is terminated by the Company
     without Cause prior to the Effective Date (whether or not a Business
     Combination ever occurs) and such termination was at the request or
     direction of a Person who has entered into an agreement (or a non-binding
     letter of intent or similar instrument) with the Company the consummation
     of which would constitute a Business Combination, (ii) the Executive
     terminates his or her employment for Good Reason prior to the Effective
     Date (whether or not a Business Combination ever occurs) and the
     circumstance or event which constitutes Good Reason occurs at the request
     or direction of such a Person, or (iii) the Executive's employment is
     terminated by the Company without Cause or by the Executive for Good Reason
     and such termination or the circumstance or event which constitutes Good
     Reason is otherwise in connection with or in anticipation of a Business
     Combination (whether or not a Business Combination ever occurs). For
     purposes of any determination regarding the applicability of the
     immediately preceding sentence, any position taken by the Executive shall
     be presumed to be correct unless the Company establishes to the Committee
     by clear and convincing evidence that such position is not correct.

     V. Post-Termination Obligations.
        ----------------------------

          A. Good Reason; Other Than for Cause. If, during the Employment
     Period, Executive's employment shall be terminated other than for Cause,
     Disability or by reason of the death of the Executive or if the Executive
     shall terminate employment for Good Reason:


                                       10
<PAGE>

               1. the Company shall pay to the Executive in a lump sum in cash
          within 5 days after the Date of Termination the aggregate of the
          following amounts:

                    (a) the sum of (i) the Executive's Annual Base Salary
               through the Date of Termination to the extent not theretofore
               paid, (ii) any Annual Incentive Payment paid or payable in
               respect of the most recently completed fiscal year of the
               Company, to the extent such amount is determinable and not
               theretofore paid and (iii), unless otherwise specified by
               Executive or prohibited by the terms of any deferral agreement,
               any compensation previously deferred by the Executive (together
               with any accrued interest or earnings thereon) and any accrued
               vacation pay, in each case to the extent not theretofore paid
               (the sum of the amounts described in clauses (i), (ii) and (iii)
               shall be hereinafter referred to as the "Accrued Obligations").
               In the event the Executive's Annual Incentive Payment is not
               determinable on the Date of Termination, such Annual Incentive
               Payment shall be paid to the Executive, in a lump sum in cash,
               within five days after the date the amount of such Payment is
               determinable; and

                    (b) an amount equal to the product of (i) three and (ii) the
               sum of (x) the Executive's Annual Base Salary as of the Date of
               Termination and (y) the higher of (A) the Recent Annual Incentive
               Payment and (B) the Executive's target Annual Incentive Payment
               for the fiscal year in which the Date of Termination occurs; and

                    (c) an amount equal to the product of three times the higher
               of (i) the sum of the amounts that would have been contributed
               based on the Reference Amount (defined below) to the Executive's
               account under (x) all retirement plans in which the Executive was
               eligible to participate immediately prior to the Effective Date
               and (y) any excess or supplemental retirement plan in which the
               Executive was eligible to participate as of the Effective Date
               (the "ERISA Excess Plan") (the ERISA Excess Plan and such
               retirement plans, as amended, and any successor or replacement
               plans being referred to as the "Plans") as the Plans were in
               effect and funded for the fiscal year immediately preceding the
               Effective Date or (ii) the sum of the amounts that would have
               been contributed based on the Reference Amount, to the Plans in
               which the Executive was eligible to participate immediately prior
               to the Date of Termination as those Plans were in effect and
               funded for the fiscal year immediately preceding the Date of
               Termination. For the purposes hereof, the term "Reference Amount"
               shall mean an amount equal to one-third of the amount calculated
               in clause V.A.1.(b).

               2. for three years after the Executive's Date of Termination, or
          such longer period as may be provided by the terms of the appropriate
          plan, program, practice or policy, the Executive and/or the
          Executive's family shall continue to receive benefits at least equal
          to those which would have been provided to them in accordance with the
          plans, programs, practices and policies described in Section III.B.5.
          of this Agreement if the Executive's employment had not been
          terminated or, if more favorable to the Executive, as in effect
          generally at any time thereafter with respect to other Peer
          Executives; provided, however, that if the Executive becomes
          re-employed with another employer and is eligible to receive medical
          or other welfare benefits under another employer provided plan, the
          medical and other welfare benefits described herein shall be secondary
          and supplemental to those provided under such other plan during such
          applicable period of eligibility. For purposes of determining
          eligibility (but not the time of


                                       11
<PAGE>

          commencement of benefits) of the Executive for retiree welfare
          benefits pursuant to such plans, practices, programs and policies, the
          Executive shall be considered to have remained employed until three
          years after the Date of Termination and to have retired on the last
          day of such period as a qualified retiree;

               3. immediately following the Executive's Date of Termination and,
          if a Change of Control shall earlier occur, immediately following the
          Change of Control, the Company shall take all such action as may be
          required fully and immediately (but without duplication of benefits
          under this Section V.A.3.) to:

                    (a) vest all outstanding, unvested options that may have
               been granted to the Executive under the Company's stock incentive
               plan or any successor or replacement plan (the "SIP") and permit
               the Executive a period equal to the lesser of five years
               following that Date of Termination or the remaining term of the
               applicable options to exercise such options in accordance with
               the provisions of the SIP and any applicable award agreement (as
               modified or amended as a result of the actions required by this
               clause);

                    (b) vest all other restricted shares, restricted stock units
               or SARs theretofore granted the Executive under the SIP or any
               other equity-based compensation plan (except as may be
               specifically provided in any given award agreement); and

                    (c) in the case that the Company is not the surviving
               corporation in a Transaction, to provide the Executive with the
               economic equivalent of the value that the Executive would have
               received had the Company been the surviving corporation of the
               Transaction and taken the actions required in clauses (a) and (b)
               hereof.

               4. the Company shall, at its sole expense as incurred, provide
          the Executive with out-placement services the scope and provider of
          which shall be selected by the Executive in his or her sole
          discretion; and

               5. to the extent not theretofore paid or provided, the Company
          shall timely pay or provide to the Executive any other amounts or
          benefits required to be paid or provided to the Executive or which the
          Executive is eligible to receive under any plan, program, policy or
          practice or contract or agreement of the Company and its Affiliates
          (such other amounts and benefits shall be hereinafter referred to as
          the "Other Benefits").

          B. Death. If the Executive's employment is terminated by reason of the
     Executive's death during the Employment Period, this Agreement shall
     terminate without further obligations to the Executive's legal
     representatives under this Agreement, other than for payment of Accrued
     Obligations and the timely payment or provision of Other Benefits. Accrued
     Obligations shall be paid to the Executive's estate or beneficiary, as
     applicable, in a lump sum in cash within 30 days of the Date of
     Termination. With respect to the provision of Other Benefits, the term
     Other Benefits as utilized in this Section V.B. shall include, without
     limitation, and the Executive's estate and/or beneficiaries shall be
     entitled to receive, benefits at least equal to the most favorable benefits
     provided to the estates and beneficiaries of Peer Executives under such


                                       12
<PAGE>

     plans, programs, practices and policies relating to death benefits, if any,
     as in effect with respect to other Peer Executives and their beneficiaries
     at any time during the one year period immediately preceding the Effective
     Date or, if more favorable to the Executive's estate and/or the Executive's
     beneficiaries, as in effect on the date of the Executive's death with
     respect to other Peer Executives and their beneficiaries.

          C. Disability. If the Executive's employment is terminated by reason
     of the Executive's Disability during the Employment Period, this Agreement
     shall terminate without further obligations to the Executive, other than
     for payment of Accrued Obligations and the timely payment or provision of
     Other Benefits. Accrued Obligations shall be paid to the Executive in a
     lump sum in cash within 30 days of the Date of Termination. With respect to
     the provision of Other Benefits, the term Other Benefits as utilized in
     this Section V.C. shall include, and the Executive shall be entitled after
     the Date of Termination to receive, disability and other benefits at least
     equal to the most favorable of those generally provided to disabled Peer
     Executives and/or their families in accordance with such plans, programs,
     practices and policies relating to disability, if any, as in effect
     generally with respect to other Peer Executives and their families at any
     time during the one year period immediately preceding the Effective Date
     or, if more favorable to the Executive and/or the Executive's family, as in
     effect at any time thereafter generally with respect to other Peer
     Executives and their families

          D. Cause; Other than for Good Reason. If the Executive's employment
     shall be terminated for Cause during the Employment Period, this Agreement
     shall terminate without further obligations to the Executive other than the
     obligation to pay to or provide the Executive with (1) his or her Annual
     Base Salary through the Date of Termination, (2) the amount of any
     compensation previously deferred by the Executive and (3) Other Benefits,
     in each case to the extent theretofore unpaid. If the Executive terminates
     employment during the Employment Period, excluding a termination for Good
     Reason or Disability, this Agreement shall terminate without further
     obligations to the Executive, other than for Accrued Obligations and the
     timely payment or provision of Other Benefits. In such case, all Accrued
     Obligations shall be paid to the Executive in a lump sum in cash within 30
     days of the Date of Termination.

     VI. Non-exclusivity of Rights.
         -------------------------

     Nothing in this Agreement shall prevent or limit the Executive's continuing
or future participation in any plan, program, policy or practice for which the
Executive may qualify, nor, subject to Section XI.F., shall anything herein
limit or otherwise affect such rights as the Executive may have under any other
contract or agreement with the Company or any of its Affiliates. Amounts which
are vested benefits or which the Executive is otherwise entitled to receive
under any plan, policy, practice or program of or any contact or agreement with
the Company or any of its Affiliates or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this Agreement.


                                       13
<PAGE>

     VII. Full Settlement.
          ---------------

     The payment and performance obligations provided for in this Agreement
shall not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which may be assertable against the Executive or others.
In no event shall the Executive be obligated to seek other employment or take
any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and, except as specifically
provided in Section V.A.2. hereof, such amounts shall not be reduced whether or
not the Executive obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal fees and expenses which
the Executive may incur in good faith as a result of any contest (regardless of
the outcome thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code"). Such payments shall be made within five (5) business days
after delivery of the Executive's written requests for payment accompanied with
such evidence of fees and expenses incurred as the Company reasonably may
require.

     VIII. Certain Additional Payments.
           ---------------------------

          A. Anything in this Agreement to the contrary notwithstanding and
     except as set forth below, in the event it shall be determined that any
     payment or benefit received or to be received by the Executive (whether
     paid or payable or distributed or distributable pursuant to the terms of
     this Agreement or any other plan, arrangement or agreement with the
     Company, any Person whose actions result in a Business Combination or any
     Person Affiliated with the Company or such Person, but determined without
     regard to any additional payments required under this Section VIII)
     (collectively, a "Payment") would be subject to the excise tax imposed by
     Section 4999 of the Code (or any successor section) or any interest or
     penalties are incurred by the Executive with respect to such excise tax
     (any such tax, together with any such interest and penalties, are
     hereinafter collectively referred to as the "Excise Tax"), then the
     Executive shall be entitled to receive an additional payment (a "Gross-Up
     Payment") in an amount such that after payment by the Executive of all
     taxes (including any interest or penalties imposed with respect to such
     taxes), including, without limitation, any income taxes (and any interest
     and penalties imposed with respect thereto) and Excise Tax imposed upon the
     Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
     equal to the Excise Tax imposed upon the Payments. Notwithstanding the
     foregoing provisions of this Section VIII.A., if it shall be determined
     that the Executive is entitled to a Gross-Up Payment, but that the
     Executive, after taking into account the Payments and the Gross-Up Payment,
     would not receive a net after-tax benefit of at least $50,000 (taking into
     account both income taxes and any Excise Tax) as compared to the net
     after-tax benefit the Executive would receive if the Gross-Up Payment were
     eliminated and the Payments were reduced, in the aggregate, to an amount
     (the "Reduced Amount") such that the receipt of Payments would not give
     rise to any Excise Tax, then no Gross-Up Payment shall be made to the
     Executive and the Payments, in the aggregate, shall be reduced to the
     Reduced Amount. For purposes of determining whether any of the Payments
     will


                                       14
<PAGE>

     be subject to the Excise Tax and the amount of such Excise Tax, (i) all of
     the Payments shall be treated as "parachute payments" (within the meaning
     of Section 280G(b) of the Code) unless, in the opinion of tax counsel ("Tax
     Counsel") reasonably acceptable to the Executive and selected by the
     Accounting Firm (as defined below), such payments or benefits (in whole or
     in part) do not constitute parachute payments, including by reason of
     Section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments"
     within the meaning of Section 280G(b)(1) of the Code shall be treated as
     subject to the Excise Tax unless, in the opinion of Tax Counsel, such
     excess parachute payments (in whole or in part) represent reasonable
     compensation for services actually rendered (within the meaning of Section
     280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in
     Section 280G(b)(3) of the Code) allocable to such reasonable compensation,
     or are otherwise not subject to the Excise Tax, and (iii) the value of any
     non-cash benefits or any deferred payment or benefit shall be determined by
     the Accounting Firm in accordance with the principals of Sections
     280G(d)(3) and (4) of the Code. For purposes of determining the amount of
     the Gross-Up Payment, the Executive shall be deemed to pay federal income
     tax at the highest marginal rate of federal income taxation in the calendar
     year in which the Gross-Up Payment is to be made and state and local income
     taxes at the highest marginal rate of taxation in the state and locality of
     Executive's residence (or, if higher, the state and locality of Executive's
     employment) on the Date of Termination (or if there is no Date of
     Termination, then the date on which the Gross-Up Payment is calculated for
     purposes of this Section VIII.A.), net of the maximum reduction in federal
     income taxes which could be obtained from deduction of such state and local
     taxes.

          B. Subject to the provisions of Section VIII.C., all determinations
     required to be made under this Section VIII, including whether a Gross-Up
     Payment is required and the amount of such Gross-Up Payment and the
     assumptions to be utilized in arriving at such determination, shall be made
     by Ernst & Young or such other certified public accounting firm as may be
     designated by the Executive (the "Accounting Firm") which shall provide
     detailed supporting calculations both to the Company and the Executive
     within 15 business days of the receipt of notice from the Executive that a
     Payment has been made or will be required, as the case may be, or such
     earlier time as is requested by the Company. In the event that the
     Accounting Firm is serving as accountant or auditor for the Person or group
     of Persons effecting a Business Combination, the Executive shall appoint
     another nationally recognized accounting firm to make the determinations
     required hereunder (which accounting firm shall then be referred to as the
     Accounting Firm hereunder). All fees and expenses of the Accounting Firm
     shall be borne solely by the Company. Any Gross-Up Payment, as determined
     pursuant to this Section VIII., shall be paid by the Company to the
     Executive within five days of the receipt of the Accounting Firm's
     determination. Any determination by the Accounting Firm shall be binding
     upon the Company and the Executive. As a result of the uncertainty in the
     application of Section 4999 of the Code at the time of the initial
     determination by the Accounting Firm hereunder, it is possible that
     Gross-Up Payments which will not have been made by the Company should have
     been made ("Underpayment") consistent with the calculations required to be
     made hereunder. In the event that the Company exhausts its remedies
     pursuant to Section VIII.C. and the Executive thereafter is required to
     make a payment of any Excise Tax, the Accounting Firm shall determine the
     amount of the Underpayment that has occurred and any such Underpayment
     shall be promptly paid by the Company to or for the benefit of the
     Executive.


                                       15
<PAGE>

          C. The Executive shall notify the Company in writing of any claim by
     the Internal Revenue Service that, if successful, would require the payment
     by the Company of the Gross-Up Payment. Such notification shall be given as
     soon as practicable but no later than ten business days after the Executive
     is informed in writing of such claim and shall apprise the Company of the
     nature of such claim and the date on which such claim is requested to be
     paid. The Executive shall not pay such claim prior to the expiration of the
     30-day period following the date on which he or she gives such notice to
     the Company (or such shorter period ending on the date that any payment of
     taxes with respect to such claim is due). If the Company notifies the
     Executive in writing prior to the expiration of such period that it desires
     to contest such claim, the Executive shall:

               1. give the Company any information reasonably requested by the
          Company relating to such claim;

               2. take such action in connection with contesting such claim as
          the Company shall reasonably request in writing from time to time,
          including, without limitation, accepting legal representation with
          respect to such claim by an attorney reasonably selected by the
          Company;

               3. cooperate with the Company in good faith in order to
          effectively contest such claim; and

               4. permit the Company to participate in any proceedings relating
          to such claim; provided, however, that the Company shall bear and pay
          directly all costs and expenses (including additional interest and
          penalties) incurred in connection with such contest and shall
          indemnify and hold the Executive harmless, on an after-tax basis, for
          any Excise Tax or income tax (including interest and penalties with
          respect thereto) imposed as a result of such representation and
          payment of costs and expenses. Without limitation on the foregoing
          provisions of this Section VIII.C., the Company shall control all
          proceedings taken in connection with such contest and, at its sole
          option, may pursue or forego any and all administrative appeals,
          proceedings, hearings and conferences with the taxing authority in
          respect of such claim and may, at its sole option, either direct the
          Executive to pay the tax claimed and sue for a refund or contest the
          claim in any permissible manner, and the Executive agrees to prosecute
          such contest to a determination before any administrative tribunal, in
          a court of initial jurisdiction and in one or more appellate courts,
          as the Company shall determine; provided, further, however, that if
          the Company directs the Executive to pay such claim and sue for a
          refund, the Company shall advance the amount of such payment to the
          Executive, on an interest-free basis and shall indemnify and hold the
          Executive harmless, on an after-tax basis, from any Excise Tax or
          income tax (including interest and penalties with respect thereto)
          imposed with respect to such advance or with respect to any imputed
          income with respect to such advance; and further provided that any
          extension of the statute of limitations relating to payment of taxes
          for the taxable year of the Executive with respect to which such
          contested amount is claimed to be due is limited solely to such
          contested amount. Furthermore, the Company's control of the contest
          shall be limited to issues with respect to which a Gross-Up Payment
          would be payable hereunder


                                       16
<PAGE>

          and the Executive shall be entitled to settle or contest, as the case
          may be, any other issue raised by the Internal Revenue Service or any
          other taxing authority.

          D. If, after the receipt by the Executive of an amount advanced by the
     Company pursuant to Section VIII.C., the Executive becomes entitled to
     receive any refund with respect to such claim, the Executive shall (subject
     to the Company's complying with the requirements of Section VIII.C.)
     promptly pay to the Company the amount of such refund (together with any
     interest paid or credited thereon after taxes applicable thereto). If,
     after the receipt by the Executive of any amount advanced by the Company
     pursuant to Section VIII.C., a determination is made that the Executive
     shall not be entitled to any refund with respect to such claim and the
     Company does not notify the Executive in writing of its intent to contest
     such denial of refund prior to the expiration of 30 days after such
     determination, then such advance shall be forgiven and shall not be
     required to be repaid and the amount of such advance shall offset, to the
     extent thereof, the amount of Gross-Up Payment required to be paid.

          E. The Gross-Up Payment shall be made not later than the fifth day
     following the Date of Termination; provided, however, that if the amount of
     such Gross-Up Payment, and the limitation on such payments set forth in
     Section VIII.A. hereof, cannot be finally determined on or before such day,
     the Company shall pay to the Executive on such day an estimate, as
     determined in good faith by the Accounting Firm, of the minimum amount of
     such Gross-Up Payment to which the Executive is clearly entitled and shall
     pay the remainder of such payments (together with interest on the unpaid
     remainder (or on all such payments to the extent the Company fails to make
     such payments when due) at 120% of the rate provided in section
     1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined
     but in no event later than the thirtieth (30th) day after the Date of
     Termination. In the event that the amount of the estimated payments exceeds
     the amount subsequently determined to have been due, such excess shall
     constitute a loan by the Company to the Executive, payable on the fifth
     (5th) business day after demand by the Company (together with interest at
     120% of the rate provided in section 1274(b)(2)(B) of the Code). At the
     time that payments are made under this Agreement, the Company shall provide
     the Executive with a written statement setting forth the manner in which
     such payments were calculated and the basis for such calculations
     including, without limitation, any opinions or other advice the Company has
     received from Tax Counsel, the Accounting Firm or other advisors or
     consultants (and any such opinions or advice which are in writing shall be
     attached to the statement).

     IX. Confidential Information.
         ------------------------

     During the term of this Agreement and for a period of three (3) years
thereafter, Executive will retain in confidence all proprietary and confidential
information concerning the Company and its Affiliates, including, without
limitation, customer lists, cost and pricing information, employee data, trade
secrets and software and, shall return to the Company or destroy all copies and
extracts thereof (however and on whatever medium recorded), without keeping any
copies thereof. The foregoing obligation with respect to the protection of
confidential information shall not apply to (A) any information which was known
to the Executive prior to disclosure to the Executive by the Company, Deluxe or
any of the Company's


                                       17
<PAGE>

Affiliates; (B) any information which was in the public
domain prior to its disclosure to the Executive; (C) any information which comes
into the public domain through no fault of the Executive; (D) any information
which the Executive is required to disclose by a court or similar authority or
under subpoena, provided that the Executive provides the Company with notice
thereof and assists, at the Company's sole expense, any reasonable endeavor by
the Company, using appropriate means, to obtain a protective order limiting the
disclosure of such information; and (E) any information which is disclosed to
the Executive by a third party which has a legal right to make such disclosure.
In no event shall an asserted violation of the provisions of this Section IX.
constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.

     X. Successors.
        ----------

          A. This Agreement is personal to the Executive and without the prior
     written consent of the Company shall not be assignable by the Executive
     otherwise than by will or the laws of descent and distribution. This
     Agreement shall inure to the benefit of and be enforceable by the
     Executive's legal representatives. If the Executive shall die while any
     amount would still be payable to the Executive hereunder (other than
     amounts which, by their terms, terminate upon the death of the Executive)
     if the Executive had continued to live, all such amounts, unless otherwise
     provided herein, shall be paid in accordance with the terms of this
     Agreement to the executors, personal representatives or administrators of
     the Executive's estate.

          B. This Agreement shall inure to the benefit of and be binding upon
     the Company and its successors and assigns.

          C. The Company will require any successor (whether direct or indirect,
     by purchase, merger, consolidation or otherwise) to all or substantially
     all of the business and/or assets of the Company to assume expressly and
     agree to perform this Agreement in the same manner and to the same extent
     that the Company would be required to perform it if no such succession had
     taken place. Failure of the Company to obtain such assumption and agreement
     prior to the effectiveness of any such succession shall be a breach of this
     Agreement and shall entitle the Executive to compensation from the Company
     in the same amount and on the same terms as the Executive would be entitled
     to hereunder if the Executive were to terminate the Executive's employment
     for Good Reason after the Effective Date, except that, for purposes of
     implementing the foregoing, the date on which any such succession becomes
     effective shall be deemed the Date of Termination. As used in this
     Agreement, "Company" shall mean the Company as hereinbefore defined and any
     successor to its business and/or assets as aforesaid which assumes and
     agrees to perform this Agreement by operation of law, or otherwise.

     XI. Miscellaneous.
         -------------

          A. This Agreement shall be governed by and construed in accordance
     with the laws of the State of Delaware, without reference to principles of
     conflict of laws. The captions of this Agreement are not part of the
     provisions hereof and shall have no force or effect.


                                       18
<PAGE>

     This Agreement may not be amended or modified otherwise than by a written
     agreement executed by the parties hereto or their respective successors and
     legal representatives.

          B. All notices and other communications hereunder shall be addressed
     as follows:

          If to the Executive:




          If to the Company:




          Attn: General Counsel

     or to such other address as either party shall have furnished to the other
     in writing in accordance herewith. Notice and communications shall be in
     writing and shall be effective five days after mailing, if sent by first
     class mail, postage prepaid to the address set forth above, two business
     days after mailing if sent by priority or overnight courier (next business
     day delivery) or upon transmission if sent by telecopy, with receipt of the
     correct answer back.

          C. The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement.

          D. The Company may withhold from any amounts payable under this
     Agreement such Federal, state, local or foreign taxes as shall be required
     to be withheld pursuant to any applicable law or regulation.

          E. The Executive's or the Company's failure to insist upon strict
     compliance with any provision of this Agreement or the failure to assert
     any right the Executive or the Company may have hereunder, including,
     without limitation, the right of the Executive to terminate employment for
     Good Reason pursuant to Section IV.C. of this Agreement, shall not be
     deemed to be a waiver of such provision or right or any other provision or
     right of this Agreement.

          F. The Executive and the Company acknowledge that, except as may
     otherwise be provided under any other written agreement between the
     Executive and the Company, the employment of the Executive by the Company
     is "at will" and, subject to Section IV.H. hereof, prior to the Effective
     Date, the Executive's employment may be terminated by either the Executive
     or the Company at any time prior to the Effective Date, in which case the
     Executive shall have no further rights under this Agreement, provided that
     nothing herein shall be construed to limit or prevent the Executive from
     receiving compensation and benefits from the


                                       19
<PAGE>

     Company or its Affiliates that are customarily paid and provided other Peer
     Executives who leave the employment of the Company or any of its Affiliates
     or which may be payable to the Executive pursuant to the severance
     provisions of any employment offer letter between the Executive and the
     Company. From and after the Effective Date, this Agreement shall supersede
     any other agreement between the parties with respect to the subject matter
     hereof (e.g., benefits accruing to the Executive upon termination of
     employment following a Business Combination), including the severance
     provisions of any such offer letter.

          G. The obligations of the Company and the Executive under this
     Agreement which by their nature may require either partial or total
     performance after the expiration of the term of this Agreement (including,
     without limitation, those under Section V. hereof) shall survive such
     expiration.

          H. All claims by the Executive for benefits under this Agreement shall
     be directed to and determined by the Committee and shall be in writing. Any
     denial by the Committee of a claim for benefits under this Agreement shall
     be delivered to the Executive in writing and shall set forth the specific
     reasons for the denial and the specific provisions of this Agreement relied
     upon. The Committee shall afford a reasonable opportunity to the Executive
     for a review of the decision denying a claim and shall further allow the
     Executive to appeal to the Committee a decision of the Committee within
     sixty (60) days after notification by the Committee that the Executive's
     claims has been denied.

          I. Notwithstanding any other provision in this Agreement to the
     contrary, the Board shall delegate the responsibilities, duties and powers
     specified under this Agreement to be observed or performed by the
     "Committee" to a committee (the "Committee") consisting of not less than
     three individuals who were directors of the Company ("Incumbent Directors")
     before any Business Combination; provided, however, that in the event that
     fewer than three Incumbent Directors are available at the time of such
     delegation or thereafter, the Committee's members may include such
     individual or individuals as may be appointed by the Incumbent Directors;
     and provided, further, however, the maximum number of individuals
     (including directors) appointed to the Committee shall not exceed five.

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from the Board, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first above written.

eFunds Corporation                       Executive



By:
    ------------------------------     -----------------------------------------
        John A. Blanchard III
Its:  Chief Executive Officer


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