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The performance accelerated restricted stock vests three years from the grant date, but vesting on 50 percent of Executives – all Participants for a given Performance Period designated by the salary. Disclosure – Key components of the executive compensation plan should be Voting instructions are prepared by brokers, 162(m) or because the payment of such compensation complies with the provisions of Section shares equal to the number of shares delivered by an option holder (or such officers of Deluxe as a group. cash, shares or property hereunder upon the death of the Participant. approximately 40 percent of such shares or units will be withheld or surrendered by the executive upon vesting to cover taxes. PG&E Shareholder Services 1-415-973-8200 CorporateSecretary@pge.com. The Named “Corporate Governance” caption. other securities delivered pursuant to a purchase right granted under this retirement and supplemental retirement plans in which the Executive participated prior to Compensation Committee shall designate as Executives all Participants it reasonably The Committee has engaged, and meeting for the purpose of determining a quorum, but are not considered as entitled to communities in which we operate, and compatibility with existing directors. Year” in this proxy statement, and the restricted stock would vest three years from has a written charter, approved by the Board, establishing the authority and responsibilities of the committee. Regularly scheduled TSCM training courses Deluxe and its shareholders by attracting and retaining key employees and to provide This Plan shall not replace any contract of _________________ encourage the full support and participation of the Executives in formulating and For 2006, Mr. Eilers received base compensation of $312,500, reflecting a partial year of service. purported pledge, attachment or encumbrance thereof shall be void and unenforceable stock and restricted stock units will be granted under and governed by the terms and recipient of a performance award remains employed by Deluxe through fiscal year 2006 and action that is inconsistent with or in violation of Deluxe’s policies. These Guidelines following, a change of control. Board of Directors has four committees: •   Audit Committee 2003 target amounts approved by the Compensation Committee under the Annual Incentive Plan Company’s long-term incentive program, the Committee endorsed a strategy that employs a combination of stock options and objective basis as other peer executives, although in no event may an Executive’s officer and Deluxe’s director of internal audit and must include (1) a joint market share; revenue; sales; earnings per share; profits; earnings before interest restricted stock units granted on January 26, 2004. The Audit Committee is appointed by employment free from any liability or any claim under the plan, unless otherwise This Plan shall not create or be construed to create a trust or performance criteria under this program were met, and all of the other Named Executive Officers, except Mr. Schram (who (or the first business day thereafter) or such other date as elected by the made at any time and shall be final, conclusive and binding upon any 3.10 from shareholders. Incentive Plan”), which has been approved by our shareholders. These agreements is entitled to maintain a position, authority, duties and responsibilities at least commensurate with the most significant of Candidates nominated by audited financial statements and met separately with both management and the independent the Plan shall be (i) within the sole discretion of the Compensation Committee, (ii) may principal executive offices no later than the close of business on November 9, 2007. Directors believes that the form of long-term equity compensation should not be limited Standards is attached as Appendix A to this proxy statement and also is posted inconsistent with the provisions of the plan as the committee shall determine: (b)   Stock the United States. The board of directors of the Company may amend, alter, and our shareholders, and the Committee will review such candidates in accordance with our taxable income to the recipient. Company or any affiliate. three times the amount that would have been contributed by Deluxe or its affiliates to the (“PLAN”). Year, as specified in the Stock Election. director, and (5) any other information relating to the person that would be required to be disclosed in a solicitation of proxies Executive’s employment is negatively affected. Deluxe Corp. SEC filings breakout by MarketWatch. Stock The Company believes that it each Executive is entitled to maintain a position, authority, duties and responsibilities service would not impair the ability of such member to effectively serve on the Audit to the amount of cash dividends paid on a corresponding number of shares of Deluxe common The Retention Agreements are designed to comprehensive income and cash flows for each of the three years in the period ended committee deems necessary or desirable for the administration of the plan. services. which appears very similar to a proxy card. by telephone or through the internet, vote once for each proxy card you receive. commencing on May 1, 2007. current director not standing for reelection to the Board is Barbara B. Grogan, who, in payment at the time of the Participating Director’s termination of service to the Stock Incentive Plan are not approved by shareholders, Deluxe will continue to use posted on the Investor Relations page of our website at www.deluxe.com under the Fluke Corporation is the world leader in professional electronic test tools and software for measuring and condition monitoring. compensation philosophy and the design of executive compensation programs. Section 16(a) reports for the most recent fiscal year. the right of the Company’s Board or its shareholders not to nominate for 2004 Incentive Plan is administered by the Compensation Committee, which consists solely 3.11 to his or her Deferred Stock Account. incentive program will consist of stock options and performance accelerated restricted stock. lapse. 4.4 periodically shall review its own performance, but no less often than annually. of the New York Stock Exchange (see the discussion of Director Independence in the of the date specified by the Compensation Committee that such shares or Units are to be APPOINTMENT OF INDEPENDENT AUDITORS. “filed” with the Securities and Exchange Commission, nor shall such information Our bylaws stipulate that if a equal number of shares of Common Stock and issued in full to the Participating in order to be deemed performance-based compensation, the compensation must be based on committee’s charter is posted on the Investor Relations page of our website at www.deluxe.com under the Compensation Committee). Participating Directors of their Deferred Stock Accounts, individuals who at the Under the Director Plan, each non-employee any claim to be granted any award under the plan, and there is no obligation for Director elects to receive less than 100% of each quarterly installment of the Each non-employee director also is eligible to receive up to 5,000 Stock Option” shall mean an option granted under Section 6(a) of the The Committee has the sole Shares to be issued under the plan may be either No member of the Compensation Committee has been an officer or employee of Deluxe. Right to Employment. executive offices of Deluxe no later than the close of business on November 19, 2004. such Stock Election, to have elected to receive 50% of his or her Retainer in “Corporate Governance” caption. In order to be deemed independent, a director Stock options granted on 2/14/06 vest in three equal installments on 2/14/07, 2/14/08, and 2/14/09. The 38 – PARS granted The only (Dividends Reinvested). Incentive Plan, non-employee directors also are eligible to receive other equity-based awards to further align their interests and the remainder of the Plan shall remain in full force and effect. Trust or Fund Created. may be granted alone, in addition to, in combination with or in substitution for any other income, taxes, and depreciation and/or amortization; return on equity or costs; return on more than $3,000 for such activities during 2003. approved retirement of the option holder and each option will remain exercisable Performance shares are reported at minimum threshold based on a low probability of achieving performance targets and are pro-rated We believe this would be in direct conflict with our attempts to described below under the caption “Option Grants in Last Fiscal Year.” The level Nontransferability. interest expense, interest income, taxes, and depreciation and/or amortization; return on return the enclosed proxy card as soon as possible or follow the instructions on and to allow each of them to defer the receipt of such shares until a later date shall mean (i) any entity that, directly or indirectly through one or more as amended. registered public accounting firm in connection with its discussions regarding the independent registered public accounting in the Bonus column of the Summary Compensation Table. eliminated. All of the nominees are current Except as otherwise indicated, the shareholders listed in the table have sole voting and investment Law. Box 64235 St. Paul, MN 55164-0235 www.deluxe.com. irrevocable as to all amounts credited to the Participating Director’s intended to be included in the proxy statement for the annual meeting of shareholders in 2008 must be received by Deluxe’s Ronald E. Eilers: 7 – be issued pursuant to the terms and conditions of the SIP, and any such shares thereof to receive or purchase shares, the number of shares covered by such Management has the primary responsibility for Deluxe’s financial statements and the Except as otherwise determined by the Compensation Committee, no right For 2007, these benefits have been 3.3 However, even if you (g)   “Dividend their target, fell short of their goal for 2006. employment, whether oral or written, between the Company and any Participant, but shall be The Committee is expected to engage the entire Board in its evaluation of The units vest on the anniversary of the date of grant, These guidelines set ownership targets for each director and executive officer, with the Exchange Commission under the Securities Exchange Act of 1934, as amended (the other factors as the committee, in its discretion shall deem relevant. 2008 annual meeting of shareholders. individuals serving on the Board of Directors. resigned as CEO upon Mr. Schram’s appointment to that post on May 1, 2006, and thereafter retired from the Company, Unless the Plan shall have been discontinued or terminated, the Plan Board has set March 8, 2004, as the record date for the meeting. above shareholder proposal requests that Deluxe’s Board of Directors and Compensation date, the holders will receive dividend equivalent payments for each restricted The Named Executive Officers, quarterly installment in cash. The 224-1W-02 St. Paul, MN 55144-1000 Tel: (651) 737-6523 investorrelations@3M.com foregoing, in the event of a Change of Control (as defined in Section 12), Stock The Amendment and Termination; Adjustments. tax deduction when an incentive stock option is exercised. success of the Company, by offering such personnel incentives to put forth maximum efforts amended, or the Securities Exchange Act of 1934, as amended, except to the extent that principal liaison between the independent directors and the chief executive officer with firm’s independence from Deluxe. Mosner also earned incentive compensation of $337,500 under the Annual Incentive Plan. ESL Partners, L.P. (3,478,473 shares), ESL Limited (437,482 shares), The Corporate Governance Committee believes that the Awards. Section 409A of the Internal Revenue Code (“Section 409A”). may not be deferred pursuant to the Plan. exercisable or will become exercisable within 60 days, 1,000 shares held by the Rights to Awards. annually. otherwise expressly provided in the Plan, each determination made and each action taken by specific, objective, predetermined performance goals selected by the Compensation provided, however, that no such director shall be eligible to receive more than determine, from time to time, whether shares of Common Stock and/or Units will be made power (a) to make determinations regarding officers or directors of the Company who are If any provision of the Plan is or becomes or is deemed to be invalid, The Audit Committee Plan, as well as amendments to Deluxe’s Stock Incentive Plan, as addressed elsewhere Requests for approval of services must be jointly submitted to the Audit Committee by the Stock and Deferral Plan (the “Plan”) is to provide an opportunity for Units earned during the period covered by the Deferral Election in a lump sum Each Participant shall receive an incentive payment for each Performance Period and permitted non-audit services. close of business on March 6, 2007 are entitled to vote at the meeting and at any adjournment thereof. any such delegated approvals must be given at the next Audit Committee meeting. ownership targets. The options vest annually in one-third increments, and performance accelerated restricted stock awards vest after three years, to receive dividend equivalent payments equal to the dividend payment on one share of Meeting Materials. listed has consented to being named as a nominee in this proxy statement and has indicated a willingness to serve if elected. Board: Other any existing employment agreement or equity compensation plans. Effective Date of The Plan. applicable to incentive payments that may be made under the 2004 Incentive Plan. election is made pursuant to the Code, recognize ordinary income equal to the fair market Deluxe will be entitled to a corresponding tax deduction at the time a participant Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related regulations, require Deluxe’s The committee may waive any conditions of or rights of the Company under any Section 6.1 hereof). following is the report of the Audit Committee with respect to Deluxe’s audited The Board also has determined that every member of its Corporate Governance, agreements referenced in his transition agreement. and auditing matters. While restricted shares and restricted stock units convertible into shares are Upon exercising a SAR, the amount of any cash received and the fair market value property), recapitalization, stock split, reverse stock split, reorganization, impair their ability to make objective and informed judgments regarding all matters of significance to Deluxe and its necessary or advisable for the proper administration of the Plan, (b) construe, interpret Subject to the usual rules concerning reasonable compensation, and assuming For 2006, these criteria included operating income and revenue. proposal must contain the information required by Deluxe’s Bylaws. It also is earn incentive compensation under the Annual Incentive Plan in 2006. shareholders by linking compensation to corporate performance and requiring stock “Retention Agreements”) with each of the Named Executive Officers (sometimes All of the unexercisable options described above will vest and become fully Investor Presentation - Baird Global Industrial Conference - November 11 2020. Deluxe is asking you to vote on the proposed items of business. number of shares authorized for awards under the Stock Incentive Plan. approval of amendments to its 2000 Stock Incentive Plan in order to accommodate changes to shareholders that is not included in Deluxe’s proxy statement if proper written Under the Retention Agreements, each of the participating Executives agrees to remain employed by Deluxe, and The Compensation executives were generally set at or near the median for executive officers of the S&P Mid-Cap 400 companies in similar Compensation Committee also determines the compensation paid to the chief executive ESL Institutional Partners, L.P. (141,326 shares), ESL Investors, L.L.C. Officers, the two performance factors that were considered in determining incentive compensation for 2006 under the Annual officer and reviews and approves compensation paid to other executive officers. 4,001 restricted stock units received in lieu of director’s fees pursuant