EFUNDS CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>p69755exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                               eFUNDS CORPORATION
                            2000 STOCK INCENTIVE PLAN
                      (AS AMENDED AS OF SEPTEMBER 17, 2004)

SECTION 1. PURPOSE.

The purpose of the Plan is to promote the interests of the Company and its
stockholders by aiding the Company in attracting and retaining employees,
officers, directors, consultants and advisors capable of assuring the future
success of the Company, by offering such persons incentives to put forth maximum
efforts for the success of the Company's business, and by affording such persons
an opportunity to acquire a proprietary interest in the Company.

SECTION 2. DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set forth
below:

(a)   "Affiliate" shall mean any entity that, directly or indirectly through one
      or more intermediaries, is controlled by the Company and any entity in
      which the Company has a significant equity interest, in each case as
      determined by the Committee. As used in this definition, "control" shall
      mean the right, either directly or indirectly, to elect the majority of
      the directors of a company without the consent or acquiescence of any
      Third Party.

(b)   "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock,
      Restricted Stock Right, Performance Award, Dividend Equivalent or Other
      Stock-Based Award granted under the Plan.

(c)   "Award Agreement" shall mean any written agreement, contract or other
      instrument or document evidencing any Award granted under the Plan.

(d)   "Board" shall mean the board of directors of the Company.

(e)   "Certificate" shall mean the Certificate of Incorporation of the Company,
      as amended from time to time.

(f)   "Code" shall mean the Internal Revenue Code of 1986 of the United States
      of America, as amended from time to time, and any regulations promulgated
      thereunder.

(g)   "Committee" shall mean a committee of the Board designated by the Board to
      administer the Plan. The Committee shall consist solely of Directors
      appointed from time to time by the Board and shall be comprised solely of
      at least that number of Directors with those qualifications necessary to
      permit Awards under the Plan to qualify under Rule 16b-3 and under Section
      162(m) of the Code.

(h)   "Common Stock" shall mean the shares of Common Stock of the Company as
      provided in the Certificate.

(i)   "Company" shall mean eFunds Corporation, a corporation incorporated under
      the laws of the State of Delaware, United States of America, and any
      successor corporation.

(j)   "Director" shall mean a member of the Board.

(k)   "Dividend Equivalent" shall mean any right granted under Section 6(e) of
      the Plan.

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(l)   "Eligible Person" shall mean any officer, Director (including a
      non-employee Director) or employee of the Company or any of its Affiliates
      and any consultant or advisor who provides services to the Company or any
      of its Affiliates, as determined by the Committee and selected by the
      Committee for an Award under the Plan.

(m)   "Exchange Act" shall mean the United States Securities Exchange Act of
      1934, as amended from time to time, and any regulations promulgated
      thereunder.

(n)   "Fair Market Value" shall mean, with respect to any property (including,
      without limitation, any Shares or other securities), the fair market value
      of such property determined by such methods or procedures as shall be
      established from time to time by the Committee. Notwithstanding the
      foregoing, unless otherwise determined by the Committee, the Fair Market
      Value of a Share on a given date for purposes of the Plan shall be, if the
      Shares are then traded on the Nasdaq National Market, the last sale price
      of the Shares as reported on the Nasdaq National Market on such date or,
      if the Nasdaq National Market is not open for trading on such date, on the
      most recent preceding date when it is open for trading,

(o)   "Option" shall mean an option granted under Section 6(a) of the Plan that
      is not intended to meet the requirements of Section 422 of the Code or any
      successor provision, and shall include any Reload Option.

(p)   "Other Stock-Based Award" shall mean any right granted under Section 6(f)
      of the Plan.

(q)   "Participant" shall mean an Eligible Person designated to be granted an
      Award under the Plan.

(r)   "Performance Award" shall mean any right granted under Section 6(d) of the
      Plan.

(s)   "Person" shall mean any natural person, corporation, partnership,
      association or trust.

(t)   "Plan" shall mean this eFunds Corporation 2000 Stock Incentive Plan, as
      amended from time to time.

(u)   "Reload Option" shall mean any Option granted under Section 6(a)(iv) of
      the Plan.

(v)   "Restricted Stock" shall mean any Share issued pursuant to an Award
      granted under Section 6(c) of the Plan.

(w)   "Restricted Stock Right" shall mean any right granted under Section 6(c)
      of the Plan.

(x)   "Rule 16b-3" shall mean the rule so designated which has been promulgated
      by the SEC under the authority of Section 16 of the Exchange Act, as such
      rule may be amended from time to time, together with any successor law or
      rule.

(y)   "SEC" shall mean the United States Securities and Exchange Commission.

(z)   "Shares" shall mean shares of Common Stock or such other securities or
      property as may become subject to Awards pursuant to an adjustment made
      under Section 4(c) of the Plan.

(aa)  "Stock Appreciation Right" shall mean any right granted under Section 6(b)
      of the Plan.

(bb)  "Third Party" shall mean any Person other than the Company or any of its
      Affiliates.

SECTION 3. ADMINISTRATION.

(a)   Power and Authority of the Committee. The Plan shall be administered by
      the Committee. Subject to the express provisions of the Plan and to
      applicable law, the Committee shall have full power and authority to: (i)
      designate Participants; (ii) determine the type or types of Awards to be
      granted to each

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      Participant under the Plan; (iii) determine the number of Shares to be
      covered by (or the method by which payments or other rights are to be
      calculated in connection with) each Award; (iv) determine the terms and
      conditions of any Award or Award Agreement; (v) subject to Section 7(c) of
      this Plan, amend the terms and conditions of any Award or Award Agreement
      and accelerate the exercisability of any Award or the lapse of
      restrictions relating to any Award; (vi) determine whether, to what extent
      and under what circumstances Awards may be exercised with the payment of
      cash, Shares, other securities, other Awards or other property, or
      canceled, forfeited or suspended; (vii) determine whether, to what extent
      and under what circumstances cash, Shares, other securities, other awards,
      other property and other amounts issuable or payable by the Company with
      respect to an Award under the Plan shall be deferred either automatically
      or at the election of the holder thereof or the Committee; (viii)
      interpret and administer the Plan and any instrument or agreement,
      including an Award Agreement, relating to the Plan; (ix) establish, amend,
      suspend or waive such rules and regulations and appoint such agents as it
      shall deem appropriate for the proper administration of the Plan; and (x)
      make any other determination and take any other action that the Committee
      deems necessary or desirable for the administration of the Plan. Unless
      otherwise expressly provided in the Plan, all designations,
      determinations, interpretations and other decisions under or with respect
      to the Plan or any Award shall be within the sole discretion of the
      Committee, may be made at any time and shall be final, conclusive and
      binding upon any Participant, any holder or beneficiary of any Award and
      any employee of the Company or its Affiliates and any other Eligible
      Person.

(b)   Delegation. The Committee may delegate all or any of its powers and duties
      under the Plan to one or more Directors, or a committee of Directors,
      subject to such terms, conditions and limitations as the Committee may
      establish in its sole discretion; provided, however, that the Committee
      shall not delegate its powers and duties under this Plan with regard to
      Awards granted to officers or directors of the Company or its Affiliates
      who are subject to Section 16 of the Exchange Act or in such a manner as
      would cause the Plan not to comply with the requirements of Section 162(m)
      of the Code.

(c)   Power and Authority of the Board of Directors. Notwithstanding anything to
      the contrary contained herein, the Board may, at any time and from time to
      time, without any further action of the Committee, exercise the powers and
      duties of the Committee under the Plan.

SECTION 4. SHARES AVAILABLE FOR AWARDS.

(a)   Shares Available. Subject to the provisions of Section 4(c) hereof, the
      Shares available for Awards under the Plan shall be authorized, but
      unissued, Shares or Shares held in the treasury of the Company. Subject to
      adjustment as provided in Section 4(c), the aggregate number of Shares
      which may be issued under all Awards under the Plan shall be 9,100,000. If
      any Shares covered by an Award or to which an Award relates are not
      purchased or are forfeited, or if an Award otherwise terminates without
      delivery of any Shares, then the number of Shares counted against the
      aggregate number of Shares available under the Plan with respect to such
      Award, to the extent of any such forfeiture or termination, shall again be
      available for granting Awards under the Plan.

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(b)   Accounting for Awards. For purposes of this Section 4, if an Award
      entitles the holder thereof to receive or purchase Shares, the number of
      Shares covered by such Award or to which such Award relates shall be
      counted on the date of grant of such Award against the aggregate number of
      Shares available for grants under the Plan.

(c)   Adjustments. In the event that the Committee shall determine that any
      dividend or other distribution (whether in the form of cash, Shares, other
      securities or other property), recapitalization, stock split, reverse
      stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase or exchange of Shares or other securities of the
      Company, issuance of warrants or other rights to purchase Shares or other
      securities of the Company or other similar corporate transaction or event
      affects the Shares such that an adjustment is determined by the Committee
      to be appropriate in order to prevent dilution or enlargement of the
      benefits or potential benefits intended to be made available under the
      Plan, then the Committee shall, in such manner as it may deem equitable,
      adjust any or all of (i) the number and type of Shares (or other
      securities or other property) which thereafter may be made the subject of
      Awards, (ii) the number and type of Shares (or other securities or other
      property) subject to outstanding Awards and (iii) the purchase or exercise
      price with respect to any Award; provided, however, that the number of
      Shares covered by any Award or to which such Award relates shall always be
      a whole number.

(d)   Award Limitations Under the Plan. The maximum number of Shares available
      for Awards of Restricted Stock or Restricted Stock Rights under the Plan
      shall be 455,000. In addition, no Participant may be granted any Award or
      Awards under the Plan, the value of which Award or Awards is based solely
      on an increase in the value of the Shares after the date of grant of such
      Award or Awards, for more than 1,000,000 Shares (subject to adjustment as
      provided for in Section 4(c) of the Plan) in the aggregate in any calendar
      year. The foregoing annual limitation specifically includes the grant of
      any Award or Awards representing "qualified performance-based
      compensation" within the meaning of Section 162(m) of the Code.

SECTION 5. ELIGIBILITY.

Any Eligible Person shall be eligible to be designated a Participant. In
determining which Eligible Persons shall receive an Award and the terms of any
Award, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the success of the Company, and such other factors as the Committee, in its
discretion, shall deem relevant.

SECTION 6. AWARDS.

(a)   Options. The Committee is hereby authorized to grant Options to
      Participants with the following terms and conditions and with such
      additional terms and conditions not inconsistent with the provisions of
      the Plan as the Committee shall determine:

      (i)   Exercise Price. The purchase price per Share purchasable under an
            Option shall be determined by the Committee; provided, however, that
            such purchase price shall not be less than 100% of

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            the Fair Market Value of a Share on the date of grant of such
            Option, provided that the per Share exercise price may be set below
            Fair Market Value by an amount determined necessary or appropriate
            by the Committee to satisfy applicable requirements of law or
            government regulation.

      (ii)  Option Term. The term of each Option shall be fixed by the
            Committee, but shall not exceed ten years.


      (iii) Time and Method of Exercise. The Committee shall determine the time
            or times at which an Option may be exercised in whole or in part and
            the method or methods by which, and the form or forms (including,
            without limitation, cash, Shares, other securities, other Awards or
            other property, or any combination thereof, having a Fair Market
            Value on the exercise date equal to the relevant exercise price) in
            which, payment of the exercise price with respect thereto may be
            made or deemed to have been made.

      (iv)  Reload Options. The Committee may grant Reload Options, separately
            or together with another Option, pursuant to which, subject to the
            terms and conditions established by the Committee, the Participant
            would be granted a new Option when the payment of the exercise price
            of a previously granted option is made by the delivery of Shares
            owned by the Participant pursuant to Section 6(a)(iii) hereof or the
            relevant provisions of another plan of the Company, and/or when
            Shares are tendered or withheld as payment of the amount to be
            withheld under applicable income tax laws in connection with the
            exercise of an Option, which new Option would be an Option to
            purchase the number of Shares not exceeding the sum of (A) the
            number of Shares so provided as consideration upon the exercise of
            the previously granted option to which such Reload Option relates
            and (B) the number of Shares, if any, tendered or withheld as
            payment of the amount to be withheld under applicable tax laws in
            connection with the exercise of the option to which such Reload
            Option relates pursuant to the relevant provisions of the plan or
            agreement relating to such option. Reload Options may be granted
            with respect to Options previously granted under the Plan or options
            previously granted under any other stock option plan of the Company
            or may be granted in connection with any Option granted under the
            Plan or options granted under any other stock option plan of the
            Company at the time of such grant. Such Reload Options shall have a
            per Share exercise price equal to the Fair Market Value of one Share
            as of the date of grant of the new Option, provided that the per
            Share exercise price may be set below Fair Market Value by an amount
            determined necessary or appropriate by the Committee to satisfy
            applicable requirements of law or government regulation. Any Reload
            Option shall be subject to availability of sufficient Shares for
            grant under the Plan. Shares surrendered as part or all of the
            exercise price of the Option to which it relates that have been
            owned by the optionee less than six months will not be counted for
            purposes of determining the number of Shares that may be purchased
            pursuant to a Reload Option.

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(b)   Stock Appreciation Rights. The Committee is hereby authorized to grant
      Stock Appreciation Rights to Participants subject to the terms of the Plan
      and any applicable Award Agreement. A Stock Appreciation Right granted
      under the Plan shall confer on the holder thereof the right to receive
      upon exercise thereof the excess of (i) the Fair Market Value of one Share
      on the date of exercise (or, if the Committee shall so determine, at any
      time during a specified period before or after the date of exercise) over
      (ii) the grant price (as the same may be adjusted under Section 4(c) of
      the Plan) per Share of the Stock Appreciation Right as specified by the
      Committee, which price shall not be less than 100% of the Fair Market
      Value of one Share (subject to any such adjustment) on the date of grant
      of the Stock Appreciation Right, provided that the grant price per Share
      may be set below Fair Market Value by an amount determined necessary or
      appropriate by the Committee to satisfy applicable requirements of law or
      government regulation. Subject to the terms of the Plan and any applicable
      Award Agreement, the grant price, term, methods of exercise, dates of
      exercise, methods of settlement and any other terms and conditions of any
      Stock Appreciation Right shall be as determined by the Committee, which
      may impose upon the exercise of any Stock Appreciation Right such
      conditions or restrictions, not inconsistent with the provisions of the
      Plan, as it may deem appropriate. The term of any Stock Appreciation Right
      shall not exceed ten years.

(c)   Restricted Stock and Restricted Stock Rights. The Committee is hereby
      authorized to grant Awards of Restricted Stock and Restricted Stock Rights
      to Participants subject to the following terms and conditions and such
      additional terms and conditions, not inconsistent with the provisions of
      the Plan, as the Committee shall determine:

      (i)   Restrictions. Shares of Restricted Stock and Restricted Stock Rights
            shall be subject to such restrictions as the Committee may impose
            (including, without limitation, any limitation on the right to vote
            a share of Restricted Stock or the right to receive any dividend or
            other right or property with respect thereto or with respect to a
            Restricted Stock Right), which restrictions may lapse separately or
            in combination at such time or times, in such installments or
            otherwise as the Committee may deem appropriate.

      (ii)  Stock Certificates. Any Restricted Stock granted under the Plan
            shall be evidenced by issuance of a stock certificate or
            certificates, which certificate or certificates shall be held by the
            Company or a custodian acting on behalf of the Company, or, if
            determined by the Committee and consistent with the rules of the
            Nasdaq National Market or any securities exchange on which the
            Shares are listed or admitted to trading, any Restricted Stock
            granted under the Plan may be evidenced by recording the issuance of
            the same in the books and records of the Company. Such certificate
            or certificates shall be registered in the name of the Participant
            and shall bear an appropriate legend referring to the terms,
            conditions and restrictions applicable to such Restricted Stock. In
            the case of Restricted Stock Rights, no Shares shall be issued at
            the time such Awards are granted.

      (iii) Forfeiture; Delivery of Shares. Except as otherwise determined by
            the Committee, upon a Participant's termination of employment (as
            determined by or under criteria established by the

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            Committee) with the Company or its Affiliates during the applicable
            restriction period, all Shares of Restricted Stock and all
            Restricted Stock Rights shall be forfeited and reacquired by the
            Company; provided, however, that the Committee may, when it finds
            that a waiver would be in the best interest of the Company, waive in
            whole or in part any or all remaining restrictions with respect to
            Shares of Restricted Stock or Restricted Stock Rights. Any Share of
            Restricted Stock that is no longer subject to restrictions shall be
            delivered to the holder thereof promptly after the applicable
            restrictions lapse or are waived. Upon the lapse or waiver of
            restrictions and the restricted period relating to Restricted Stock
            Rights evidencing the right to receive Shares, such Shares shall be
            issued and delivered to the holders of the Restricted Stock Rights,
            subject to the provisions of the Plan and any applicable Award
            Agreement.

(d)   Performance Awards. The Committee is hereby authorized to grant
      Performance Awards to Participants subject to the terms of the Plan and
      any applicable Award Agreement. A Performance Award granted under the Plan
      (i) may be denominated or payable in cash, Shares (including, without
      limitation, Restricted Stock and Restricted Stock Rights), other
      securities, other Awards or other property and (ii) shall confer on the
      holder thereof the right to receive payments, in whole or in part, upon
      the achievement of such performance goals during such performance periods
      as the Committee shall establish. Subject to the terms of the Plan and any
      applicable Award Agreement, the performance goals to be achieved during
      any performance period, the length of any performance period, the amount
      of any Performance Award granted, the amount of any payment or transfer to
      be made pursuant to any Performance Award, and any other terms and
      conditions of any Performance Award shall be determined by the Committee.

(e)   Dividend Equivalents. The Committee is hereby authorized to grant to
      Participants Dividend Equivalents under which such Participants shall be
      entitled to receive payments (in cash, Shares, other securities, other
      Awards or other property as determined in the discretion of the Committee)
      equivalent to the amount of cash dividends paid by the Company to holders
      of Common Stock of the Company with respect to a number of Shares
      determined by the Committee. Subject to the terms of the Plan and any
      applicable Award Agreement, such Dividend Equivalents may have such terms
      and conditions as the Committee shall determine.

(f)   Other Stock-Based Awards. The Committee is hereby authorized to grant to
      Participants such other Awards that are denominated or payable in, valued
      in whole or in part by reference to, or otherwise based on or related to,
      Shares (including, without limitation, securities convertible into
      Shares), as are deemed by the Committee to be consistent with the purpose
      of the Plan; provided, however, that such grants must comply with
      applicable law. Subject to the terms of the Plan and any applicable Award
      Agreement, the Committee shall determine the terms and conditions of such
      Awards. Shares or other securities delivered pursuant to a purchase right
      granted under this Section 6(f) shall be purchased for such consideration,
      which may be paid by such method or methods and in such form or forms
      (including, without limitation, cash, Shares, other securities, other
      Awards or other property or any combination thereof), as the Committee
      shall determine, the value of which consideration shall not be

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      less than 100% of the Fair Market Value of such Shares or other securities
      as of the date such purchase right is granted, provided that the value of
      such Shares or other securities may be set below Fair Market Value by an
      amount determined necessary or appropriate by the Committee to satisfy
      applicable requirements of law or government regulation.

(g)   General.

      (i)   No Cash Consideration for Awards. Awards may be granted for no cash
            consideration or for such minimal cash consideration as may be
            required by applicable law or may be granted for such cash
            consideration as the Committee may determine in its discretion.

      (ii)  Awards May Be Granted Separately or Together. Awards may, in the
            discretion of the Committee, be granted either alone or in addition
            to, in tandem with, or in substitution for any other Award or any
            award granted under any plan of the Company or any of its Affiliates
            other than the Plan. Awards granted in addition to or in tandem with
            other Awards or in addition to or in tandem with awards granted
            under any such other plan of the Company or any of its Affiliates
            may be granted either at the same time as or at a different time
            from the grant of such other Awards or awards.

      (iii) Forms of Payments Under Awards. Subject to the terms of the Plan and
            of any applicable Award Agreement, payments or transfers to be made
            by the Company or an Affiliate upon the grant, exercise or payment
            of an Award may be made in such form or forms as the Committee shall
            determine (including, without limitation, cash, Shares, other
            securities, other Awards or other property, or any combination
            thereof). All such payments must be made in a single installment.
            The Company may not make loans to Participants of amounts payable
            upon the grant, exercise or payment of an award.

      (iv)  Limits on Transfer of Awards. No Award and no right under any such
            Award shall be transferable by a Participant otherwise than by will
            or by the laws of descent and distribution; provided, however, that
            if so determined by the Committee, a Participant may, in the manner
            established by the Committee, designate a beneficiary or
            beneficiaries to exercise the rights of the Participant and receive
            any property distributable with respect to any Award upon the death
            of the Participant. Notwithstanding the preceding sentence, if so
            determined by the Committee, an Option may be transferred by a
            Participant to any "Family Member" (as such term is defined in the
            General Instructions to Form S-8 (or any successor to such
            Instructions or Form)) of that Participant in a manner established
            by the Committee, provided that such transfer is not for value
            (i.e., the Participant making the transfer may not receive any
            consideration therefor). Any Family Member to whom an Option is
            transferred in accordance with the preceding sentence shall not make
            any subsequent transfer of such Option or any right thereunder
            otherwise than by will or the laws of descent and distribution;
            provided, however, that if so determined by the Committee, such
            Family Member may, in the manner established by the Committee,
            designate a beneficiary or beneficiaries to exercise the rights of
            such Family Member under the Option and receive any property
            distributable with respect thereto upon the death of such Family
            Member. Each

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            Award or right under any Award shall be exercisable during the
            Participant's lifetime only by the Participant, or if permissible
            under applicable law, by the Participant's guardian or legal
            representative, excepting an Option that has been transferred to a
            Family Member in accordance with the foregoing provisions, in which
            event the Option and any rights thereunder may be exercisable during
            such Family Member's lifetime only by such Family Member or, if
            permissible under applicable law, by the Family Member's guardian or
            legal representative. Except as provided in this clause (iv), no
            Award or right under any such Award may be pledged, alienated,
            attached or otherwise encumbered, and any purported pledge,
            alienation, attachment or encumbrance thereof shall be void and
            unenforceable against the Company or any of its Affiliates.

      (v)   Term of Awards. Subject to the terms of the Plan, the term of each
            Award shall be for such period as may be determined by the
            Committee.

      (vi)  Restrictions; Securities Exchange Listing. All Shares or other
            securities delivered under the Plan pursuant to any Award or the
            exercise thereof shall be subject to such restrictions as the
            Committee may deem advisable under the Plan, applicable securities
            laws, rules or regulations, and other regulatory requirements, and
            the Committee may cause appropriate entries to be made or legends to
            be placed on the certificates for such Shares or other securities to
            reflect such restrictions. If the Shares or other securities are
            traded on the Nasdaq National Market or a securities exchange, the
            Company shall not be required to deliver any Shares or other
            securities covered by an Award unless and until such Shares or other
            securities have been admitted for trading on the Nasdaq National
            Market or such securities exchange.

SECTION 7.  AMENDMENT AND TERMINATION; ADJUSTMENTS.

(a)   Amendments to the Plan. Subject to the provisions of Section 7(c), the
      Board of Directors may amend, alter, suspend, discontinue or terminate the
      Plan; provided, however, that, notwithstanding any other provision of the
      Plan or any Award Agreement, prior approval of the stockholders of the
      Company shall be required for any amendment to the Plan that requires
      stockholder approval under the rules or regulations of the Nasdaq National
      Market or any securities exchange that are applicable to the Company.

(b)   Waivers. Subject to the provisions of the Plan, the Committee may waive
      any conditions of or rights of the Company under any outstanding award,
      prospectively or retroactively.

(c)   Limitations on Amendments. Neither the Board nor the Committee may amend,
      alter, suspend, discontinue or terminate any outstanding Award,
      prospectively or retroactively, that would have an adverse effect on the
      rights of the Participant with respect to such Award, without the consent
      of the Participant or holder or beneficiary thereof, except as otherwise
      provided herein or in the Award Agreement.

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(d)   Correction of Defects, Omissions and Inconsistencies. The Committee may
      correct any defect, supply any omission or reconcile any inconsistency in
      the Plan or any Award or Award Agreement in the manner and to the extent
      it shall deem desirable to carry the Plan into effect.

SECTION 8. INCOME TAX WITHHOLDING.

In order to comply with all applicable income tax laws or regulations, the
Committee may establish such policy or policies as it deems appropriate with
respect to such laws and regulations, including without limitation the
establishment of policies to ensure that all applicable payroll, withholding,
income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant. In order to assist
a Participant in paying all or a portion of the taxes to be withheld or
collected upon exercise or receipt of (or the lapse of restrictions relating to)
an Award, the Committee, in its discretion and subject to such additional terms
and conditions as it may adopt, may permit the Participant to satisfy such tax
obligation by (a) electing to have the Company withhold a portion of the payment
or transfer otherwise to be made upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes or (b) delivering to the Company Shares or other property
other than Shares issuable upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes. The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined.

SECTION 9. GENERAL PROVISIONS.

(a)   No Rights to Awards. No Eligible Person, Participant or other Person shall
      have any claim to be granted any Award under the Plan, and there is no
      obligation for uniformity of treatment of Eligible Persons, Participants
      or holders or beneficiaries of Awards under the Plan. The terms and
      conditions of Awards need not be the same with respect to any Participant
      or with respect to different Participants.

(b)   Award Agreements. No Participant will have rights under an Award granted
      to such Participant unless and until an Award Agreement shall have been
      duly executed on behalf of the Company and, if requested by the Company,
      signed by the Participant and delivered to the Company.

(c)   No Limit on Other Compensation Arrangements. Nothing contained in the Plan
      shall prevent the Company or any of its Affiliates from adopting or
      continuing in effect other or additional compensation plans or
      arrangements, and such arrangements may be either generally applicable or
      applicable only in specific cases.

(d)   No Right to Employment. The grant of an Award shall not be construed as
      giving a Participant the right to be retained in the employ of the Company
      or any of its Affiliates, nor will it affect in any way the right of the
      Company or any of its Affiliates to terminate the employment of any
      Participant in its or their employ at any time, with or without cause. In
      addition, the Company or any of its Affiliates may at any time dismiss a
      Participant in its or their employ from employment free from any liability
      or any claim under the Plan, unless otherwise expressly provided in the
      Plan or in any Award Agreement.

                                    Page 10
<PAGE>

(e)   Governing Law. The validity, construction and effect of the Plan, any
      Award Agreement or any Award, and any rules and regulations relating to
      the Plan, any Award Agreement or any Award, shall be determined in
      accordance with the laws of the State of Delaware which shall be the
      proper law thereof notwithstanding any rules regarding conflict of laws
      therein contained under which any other law would be made applicable.

(f)   Severability. If any provision of the Plan, any Award Agreement or any
      Award is or becomes or is deemed to be invalid, illegal or unenforceable
      in any jurisdiction or would disqualify the Plan, any Award Agreement or
      any Award under any law deemed applicable by the Committee, then

      (i)  such provision shall be construed or deemed amended to conform to
           applicable laws, or

      (ii) if it cannot be so construed or deemed amended without, in the
           determination of the Committee, materially altering the purpose or
           intent of the Plan, the Award Agreement or the Award, such provision
           shall be stricken,

      but only as to each jurisdiction, Award Agreement and Award so affected,
      and the Plan, as well as each Award Agreement and Award so affected, shall
      otherwise remain in full force and effect in accordance with its original
      terms.

(g)   No Trust or Fund Created. Neither the Plan nor any Award shall create or
      be construed to create a trust or separate fund of any kind or a fiduciary
      relationship between the Company or any of its Affiliates and a
      Participant or any other Person. To the extent that any Person acquires a
      right to receive payments from the Company or any of its Affiliates
      pursuant to an Award, such right shall be no greater than the right of any
      unsecured general creditor of the Company or any such Affiliate.

(h)   No Fractional Shares. No fractional Shares shall be issued or delivered
      pursuant to the Plan or any Award, and the Committee shall determine
      whether cash shall be paid in lieu of any fractional Share or whether such
      fractional Share or any rights thereto shall be canceled, terminated or
      otherwise eliminated.

(i)   Headings. Headings are given to the sections and subsections of the Plan
      solely as a convenience to facilitate reference. Such headings shall not
      be deemed in any way material or relevant to the construction or
      interpretation of the Plan or any provision thereof.

(j)   Other Benefits. No compensation or benefit awarded to or realized by any
      Participant in the employ of the Company or any of its Affiliates under
      the Plan shall be included for the purpose of computing such Participant's
      compensation under any compensation-based retirement, disability or
      similar plan of the Company or any of its Affiliates unless required by
      law or otherwise provided by such other plan.

                                    Page 11
<PAGE>

SECTION 10.  EFFECTIVE DATE OF THE PLAN.

The Plan shall be approved by the Board of Directors of the Company and shall be
effective as of April 17, 2000, subject to the approval of the stockholder or
stockholders of the Company, which approval may be satisfied by the approval of
Deluxe Corporation, as the sole stockholder of the Company, for purposes of
satisfying the requirements of the Nasdaq National Market.

SECTION 11.  TERM OF THE PLAN.

The Plan shall continue in effect until it is discontinued or terminated as
provided in Section 7. No Award shall be granted after the termination of this
Plan. However, unless otherwise expressly provided in this Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond the
termination of this Plan, and the authority of the Committee provided for
hereunder with respect to this Plan and any Awards, and the authority of the
Board to amend this Plan, shall extend beyond the termination of this Plan.

                                    Page 12

</TEXT>
</DOCUMENT>
