Deluxe, Corp. Form 10-K, Exhibit 10.19





	


EXHIBIT 10.19 



SECOND AMENDMENT 
OF 
DELUXE CORPORATION 
DEFERRED COMPENSATION
PLAN
(2001 Restatement) 



        The
“Deluxe Corporation Deferred Compensation Plan” adopted by
Deluxe Corporation, a Minnesota corporation, effective November 15, 1983, and which
is presently maintained under a document entitled “DELUXE CORPORATION DEFERRED
COMPENSATION PLAN (2001 Restatement),” as amended by a First Amendment adopted on
October 26, 2001 (hereinafter collectively referred to the “Plan Statement”), is
hereby amended in the following respect: 



     1.    
                 REALLOCATION OF DEFERRAL ACCOUNT AMONG INVESTMENT OPTIONS. Effective
          for Plan Years beginning on or after January 1, 2003, Section 5.3 of the Plan
          Statement is amended to read in full as follows: 



     5.3.    
                Investment Options. The Management Committee shall permit a
          Participant to allocate the Participant’s Deferral Account among one or
          more investment options for purposes of measuring the value of the benefit. That
          portion of the Deferral Account allocated to an investment option shall be
          deemed to be invested in such investment option and shall be valued as if so
          invested, reflecting all earnings, losses and other distributions or charges and
          changes in value which would have been incurred through such an investment.
          Neither the Company nor the Plan nor any trust established under the Plan shall
          have any obligation to invest in any such investment option. The determination
          of which investment options to make available, and the continued availability of
          selected investment options rests in the Management Committee’s sole
          discretion. A Participant’s request to allocate or reallocate among
          investment options must comply with any procedures established by the Management
          Committee and must be in such increments as the Management Committee may
          require. The Participant may reallocate the Participant’s Deferral Account
          among investment options as of any day that the U.S. securities markets are open
          and conducting business. All requests for allocation or reallocation are subject
          to acceptance by the Management Committee, at its discretion. If accepted by the
          Management Committee, an allocation request will be effective as soon as
          reasonably administratively practicable. 



     2.    
                 CLAIMS PROCEDURES. Effective for all claims filed on or after January
          1, 2002, Sections 10.2, 10.3 and 10.5 of the Plan Statement are moved to and
          renumbered as Sections 11.8 through 11.10 and Section 10 of the Plan Statement
          is amended to read in full as follows: 



     10.1.    
                 Determinations. The Management Committee shall make such
          determinations as may be required from time to time in the administration of the
          Plan. The Management Committee 

















	




shall have the discretionary
authority and           responsibility to interpret and construe the Plan and to
determine all factual           and legal questions under the Plan, including but not
limited to the entitlement           of Participants and Beneficiaries, and the amounts
of their respective           interests. Each interested party may act and rely upon all
information reported           to them hereunder and need not inquire into the accuracy
thereof, nor be charged           with any notice to the contrary. The PRC shall make
such determinations as may           be required from time to time in the administration
of the Plan.  



     10.2.    
                 Claims Procedure. Until modified by the Management Committee, the
          claims procedure set forth in this Section 10 shall be the mandatory claims and
          review procedure for the resolution of disputes and disposition of claims filed
          under the Plan on or after January 1, 2002. 



               10.2.1.       
                 Initial Claim. An individual may, subject to any applicable
          deadline, file with the Management Committee a written claim for benefits under
          the Plan in a form and manner prescribed by the Management Committee. 










	  	(a)  	  	If
the claim is denied in whole or in part, the Management                     Committee
shall notify the claimant of the adverse benefit determination within
                    ninety (90) days after receipt of the claim. 






	  	(b)  	  	The
ninety (90) day period for making the claim determination may                     be
extended for ninety (90) days if the Management Committee determines that
                    special circumstances require an extension of time for determination
of the                     claim, provided that the Management Committee notifies the
claimant, prior to                     the expiration of the initial ninety (90) day
period, of the special                     circumstances requiring an extension and the
date by which a claim determination                     is expected to be made.  







	



          10.2.2.       
                 Notice of Initial Adverse
Determination. A notice of an adverse                     determination shall set
forth in a manner calculated to be understood by the                     claimant:  








	  	            (a)  	  	the
specific reasons for the adverse determination; 






	  	            (b)  	  	references
to the specific provisions of the Plan (or                            other applicable
Plan document) on which the adverse                            determination is based; 






	  	            (c)  	  	a
description of any additional material or                            information
necessary to perfect the claim and an                            explanation of why such
material or information is                            necessary; and 






	  	            (d)  	  	a
description of the claims review procedure,                            including the time
limits applicable to such                            procedure, and a statement of the
claimant's right to                            bring a civil action under section 502(a)
of the                            Employee Retirement Income Security Act of 1974, as
                           amended, following an adverse determination on
                           review. 






	



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          10.2.3.
                                  Request
for Review. Within sixty (60) days after receipt of an                     initial
adverse benefit determination notice, the claimant may file with the
                    Management Committee a written request for a review of the adverse
determination                     and may, in connection therewith submit written
comments, documents, records and                     other information relating to the
claim benefits. Any request for review of the                     initial adverse
determination not filed within sixty (60) days after receipt of                     the
initial adverse determination notice shall be untimely.  




          10.2.4.
                                  Claim
on Review. If the claim, upon review, is denied in whole                     or in
part, the Management Committee shall notify the claimant of the adverse
                    benefit determination within sixty (60) days after receipt of such a
request for                     review.  









	  	           (a)  	  	The
sixty (60) day period for deciding the claim on review may be extended for sixty
(60) days if the Management Committee determines that special circumstances
require an extension of time for determination of the claim, provided that the
Management Committee notifies the claimant, prior to the expiration of the
initial sixty (60) day period, of the special circumstances requiring an
extension and the date by which a claim determination is expected to be made.









	  	            (b)  	  	In
the event that the time period is extended due to a claimant's failure to submit
information necessary to decide a claim on review, the claimant shall have sixty
(60) days within which to provide the necessary information and the period for
making the claim determination on review shall be tolled from the date on which
the notification of the extension is sent to the claimant until the date on
which the claimant responds to the request for additional information or, if
earlier, the expiration of sixty (60) days. 






	  	            (c)  	  	The
Management Committee's review of a denied claim shall take into account all
comments, documents, records, and other information submitted by the claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. 








	




          10.2.5.
                                  Notice
of Adverse Determination for Claim on Review. A notice                     of an
adverse determination for a claim on review shall set forth in a manner
                    calculated to be understood by the claimant:  










	  	 (a)  	  	the
specific reasons for the denial; 






	  	            (b)  	  	references
to the specific provisions of the Plan (or other applicable Plan document) on
which the adverse determination is based; 






	  	            (c)  	  	a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant's claim for benefits; 







	



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	  	            (d)  	  	a
statement describing any voluntary appeal procedures offered by the Plan and the
claimant's right to obtain information about such procedures; and 






	  	            (e)  	  	a
statement of the claimant's right to bring an action under section 502(a) of
Employee Retirement Income Security Act of 1974, as amended. 





	




     10.3.    
                 Rules and Regulations. 



               10.3.1.       
                 Adoption of Rules. Any rule not in conflict or at variance with
          the provisions hereof may be adopted by the Management Committee. 



          10.3.2.       
      
Specific Rules.  










	  	  	  	                           (a)  	  	No
inquiry or question shall be deemed to be                                     a claim or
a request for a review of a                                     denied claim unless made
in accordance with                                     the established claim procedures.
The                                     Management Committee may require that any
                                    claim for benefits and any request for a
                                    review of a denied claim be filed on forms
                                    to be furnished by the Management Committee
                                    upon request.  






	  	  	  	                           (b)  	  	All
decisions on claims and on requests for                                     a review of
denied claims shall be made by                                     the Management
Committee unless delegated as                                     provided for in the
Plan, in which case                                     references in this Section 10 to
the                                     Management Committee shall be treated as
                                    references to the Management Committee's
                                    delegate.  






	  	  	  	                           (c)  	  	Claimants
may be represented by a lawyer or                                     other
representative at their own expense,                                     but the
Management Committee reserves the                                     right to require
the claimant to furnish                                     written authorization and
establish                                     reasonable procedures for determining
                                    whether an individual has been authorized to
                                    act on behalf of a claimant. A claimant's
                                    representative shall be entitled to copies
                                    of all notices given to the claimant.  






	  	  	  	                           (d)  	  	The
decision of the Management Committee on                                     a claim and
on a request for a review of a                                     denied claim may be
provided to the claimant                                     in electronic form instead
of in writing at                                     the discretion of the Management
Committee.  






	  	  	  	                           (e)  	  	In
connection with the review of a denied                                     claim, the
claimant or the claimant's                                     representative shall be
provided, upon                                     request and free of charge, reasonable
                                    access to, and copies of, all documents,
                                    records, and other information relevant to
                                    the claimant's claim for benefits.  







	


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	  	  	  	                           (f)  	  	The
time period within which a benefit                                     determination will
be made shall begin to                                     run at the time a claim or
request for                                     review is filed in accordance with the
                                    claims procedures, without regard to whether
                                    all the information necessary to make a
                                    benefit determination accompanies the
                                    filing.  






	  	  	  	                           (g)  	  	The
claims and review procedures shall be                                     administered
with appropriate safeguards so                                     that benefit claim
determinations are made                                     in accordance with governing
plan documents                                     and, where appropriate, the plan
provisions                                     have been applied consistently with
respect                                     to similarly situated claimants.  






	  	  	  	                           (h)  	  	For
the purpose of this Section, a document, record, or other information shall be
considered "relevant" if such document, record, or other information: (i) was
relied upon in making the benefit determination; (ii) was submitted, considered,
or generated in the course of making the benefit determination, without regard
to whether such document, record, or other information was relied upon in making
the benefit determination; (iii) demonstrates compliance with the administration
processes and safeguards designed to ensure that the benefit claim determination
was made in accordance with governing plan documents and that, where
appropriate, the Plan provisions have been applied consistently with respect to
similarly situated claimants; and (iv) constitutes a statement of policy or
guidance with respect to the Plan concerning the denied treatment option or
benefit for the claimant's diagnosis, without regard to whether such advice or
statement was relied upon in making the benefit determination. 






	  	  	  	                           (i)  	  	The
Management Committee may, in its discretion, rely on any applicable statute of
limitation or deadline as a basis for denial of any claim. 





	



     10.4.    
                 Deadline to File Claim. To be considered timely under the
          Plan’s claim and review procedure, a claim must be filed with the
          Management Committee within one (1) year after the claimant knew or reasonably
          should have known of the principal facts upon which the claim is based. 



     10.5.    
                 Exhaustion of Administrative Remedies. The exhaustion of the
          claim and review procedure is mandatory for resolving every claim and dispute
          arising under this Plan. In any subsequent legal action all explicit and all
          implicit determinations by the Management Committee (including, but not limited
          to, determinations as to whether the claim, or a request for a review of a
          denied claim, was timely filed) shall be afforded the maximum deference
          permitted by law. 



     10.6.    
                 Deadline to File Legal Action. No legal action to recover Plan
          benefits or to enforce 





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or clarify rights under the Plan
under section 502 or           section 510 of the Employee Retirement Income Security Act
of 1974, as amended,           or under any other provision of law, whether or not
statutory, may be brought by           any claimant on any matter pertaining to this Plan
unless the legal action is           commenced in the proper forum before the earlier of:  










	  	           (a)  	  	thirty
(30) months after the claimant knew or                            reasonably should have
known of the principal facts                            on which the claim is based, or 






	  	            (b)  	  	six
(6) months after the claimant has exhausted the claim and review procedure. 








	



     10.7.    
                 Knowledge of Fact by Participant Imputed to Beneficiary. For the
          purpose of applying the deadlines to file a claim or a legal action, knowledge
          of all facts that a Participant knew or reasonably should have known shall be
          imputed to every claimant who is or claims to be a Beneficiary of the
          Participant or otherwise claims to derive an entitlement by reference to the
          Participant for the purpose of applying the previously specified periods. 



     3.    
              
                  SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the
          Plan Statement shall continue in full force and effect. 











	

October 21, 2002  	 DELUXE CORPORATION




By _________________________________

              Anthony C. Scarfone


         Its
Senior Vice President  










	



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