AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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This Agreement and Plan of Merger involves

HARLAND JOHN H CO | JOHN H. HARLAND COMPANY | & F WORLDWIDE CORP | H ACQUISITION CORP

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Delaware Date: 12/20/2006
Industry: Office Supplies Law Firm: Cravath, Swaine & Moore; King & Spalding; Skadden, Arps, Slate, Meagher & Flom; Troutman Sanders

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

JOHN H. HARLAND COMPANY,

M & F WORLDWIDE CORP.

and

H ACQUISITION CORP.

Dated as of December 19, 2006

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.1

Certain Defined Terms

ARTICLE II

THE MERGER

Section 2.1

The Merger

Section 2.2

Closing; Effective Time

Section 2.3

Effects of the Merger

Section 2.4

Articles of Incorporation; Bylaws

Section 2.5

Directors and Officers of Surviving Corporation

ARTICLE III

EFFECT OF THE MERGER ON CAPITAL STOCK AND EXCHANGE OF CERTIFICATES

Section 3.1

Effect on Capital Stock

Section 3.2

Treatment of Options and Other Equity Awards

Section 3.3

Adjustment of Merger Consideration

Section 3.4

Dissenting Shares

Section 3.5

Payment and Exchange of Certificates

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1

Organization

Section 4.2

Authority; Enforceability

Section 4.3

Non-Contravention

Section 4.4

Governmental Consents

Section 4.5

Capitalization of the Company

Section 4.6

Company Subsidiaries

Section 4.7

SEC Reports; Financial Information

Section 4.8

No Undisclosed Liabilities

Section 4.9

Absence of Certain Changes or Events

Section 4.10

Contracts

Section 4.11

Title to Properties; Assets

Section 4.12		Compliance with Law and Reporting Requirements		23
Section 4.13		Litigation		24
Section 4.14		Employee Compensation and Benefit Plans; ERISA		24
Section 4.15		Labor Matters		27
Section 4.16		Intellectual Property		29
Section 4.17		Privacy Policies.		31
Section 4.18		Environmental Laws		31
Section 4.19		Taxes		33
Section 4.20		Disclosure Documents		34
Section 4.21		Insurance		35
Section 4.22		Customers and Suppliers		35
Section 4.23		Rights Agreement		36
Section 4.24		Fairness Opinion		37
Section 4.25		Brokers		37

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 5.1	Organization		37
Section 5.2		Authority; Enforceability		37
Section 5.3		Non-Contravention		38
Section 5.4		Governmental Consents		38
Section 5.5		Financing		38
Section 5.6		Disclosure Documents		39
Section 5.7		Brokers		39
Section 5.8		Operations of Merger Sub		39
Section 5.9		Ownership of Company Capital Stock; Affiliates and Associates		39

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1	Conduct of Business Prior to the Closing		40
Section 6.2		Shareholders Meeting; Board Recommendation		43
Section 6.3		Proxy Statement		44
Section 6.4		Access to Information; Certain Notices		44
Section 6.5		Solicitation		45
Section 6.6		Further Action; Reasonable Best Efforts		48
Section 6.7		Directors’ and Officers’ Indemnification and Insurance		50
Section 6.8		Public Announcements		51
Section 6.9		Financing		51
Section 6.10		Notification		53
Section 6.11		Employment and Benefits Matters		53
Section 6.12		Section 16(b)		55
Section 6.13		Takeover Statutes		55
Section 6.14		Retention Bonuses		55

ARTICLE VII

CONDITIONS PRECEDENT TO MERGER

Section 7.1		Mutual Conditions to Closing		56
Section 7.2		Conditions to Obligations of Parent and Merger Sub		56
Section 7.3		Conditions to Obligations of the Company		57

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1	Termination		57
Section 8.2		Effect of Termination		58
Section 8.3		Fees and Expenses		59
Section 8.4		Procedure for Termination		60

ARTICLE IX

GENERAL PROVISIONS

Section 9.1	Non-Survival of Representations, Warranties and Agreements		61
Section 9.2		Notices		61
Section 9.3		Severability		62
Section 9.4		Entire Agreement		62
Section 9.5		Assignment		62
Section 9.6		Amendment		63
Section 9.7		Waiver		63
Section 9.8		No Third Party Beneficiaries		63
Section 9.9		Governing Law		63
Section 9.10		Jurisdiction		63
Section 9.11		Waiver of Jury Trial		64
Section 9.12		Consents and Approvals		64
Section 9.13		Counterparts		64
Section 9.14		Interpretation		64

iii

INDEX OF DEFINED TERMS

Acceptable Confidentiality Agreement	Section 1.1
Action		Section 1.1
Affiliate		Section 1.1
Agreement		Preamble
Alternative Financing		Section 6.9(b)
Antitrust Law		Section 1.1
Benefit Plans		Section 4.14(a)
Board		Recitals
Board Recommendation		Section 4.2(b)
Business Day		Section 1.1
Capitalization Date		Section 4.5(a)
Certificate		Section 3.5(b)
Certificate of Merger		Section 2.2
Closing		Section 2.2
Closing Date		Section 2.2
Code		Section 1.1
Company		Preamble
Company Common Stock		Section 3.1(b)
Company Disclosure Letter		Article IV
Company Employees		Section 6.11(a)
Company Intellectual Property		Section 1.1
Company Preferred Stock		Section 4.5(a)
Company Takeover Proposal		Section 6.5(g)
Company Termination Fee		Section 1.1
Completion Period		Section 1.1
Confidentiality Agreement		Section 1.1
Continuation Period		Section 6.11(a)
Contract		Section 1.1
control		Section 1.1
Copyrights		Section 1.1
Customer Information		Section 4.17
Damages		Section 6.7(a)
Debt Commitment Letters		Section 5.5(a)
Debt Financing		Section 5.5(a)
Director Compensation Plans		Section 1.1
Dissenters Provisions		Section 3.4(a)
Dissenting Shares		Section 3.4(a)
Effective Time		Section 2.2
Encumbrance		Section 1.1
Environmental Claim		Section 4.18(a)(i)
Environmental Laws		Section 4.18(a)(ii)
Equity Interest		Section 1.1

ERISA		Section 1.1
ERISA Affiliate		Section 4.14(c)
ESPP		Section 3.2(d)
Exchange Act		Section 1.1
Final Purchase Date		Section 3.2(d)
Foreign Plans		Section 4.14(a)
Funded Indebtedness		Section 4.5(d)
GAAP		Section 1.1
GBCC		Recitals
Governmental Authority		Section 1.1
Governmental Order		Section 1.1
Hazardous Materials		Section 4.18(a)(iii)
HSR Act		Section 1.1
Incentive Plans		Section 6.11(d)
Indebtedness		Section 1.1
Intellectual Property		Section 1.1
Key Customers		Section 4.22
Key Suppliers		Section 4.22
Knowledge		Section 1.1
Law		Section 1.1
Leased Real Property		Section 4.11(b)
License		Section 1.1
Made Available		Section 1.1
Material Adverse Effect		Section 1.1
Material Contract		Section 4.10(a)
Merger		Recitals
Merger Consideration		Section 3.1(b)
Merger Sub		Preamble
New Debt Commitment Letters		Section 5.5(b)
New Plans		Section 6.11(a)
Notice Period		Section 6.5(c)
NYSE		Section 1.1
Old Plans		Section 6.11(a)
Option		Section 1.1
Outside Date		Section 8.1(c)
Owned Real Property		Section 4.11(a)
Parent		Preamble
Parent Termination Fee		Section 1.1
Patents		Section 1.1
Payee		Section 3.5(c)
Paying Agent		Section 3.5(a)
Payment Date		Section 6.14
Permitted Encumbrances		Section 1.1
Person		Section 1.1
Pre-Closing Service		Section 6.11(b)
Printed Products Key Customers		Section 4.22

Printed Products Key Suppliers		Section 4.22
Privacy Policy		Section 4.17
Property		Section 4.11(b)
Proxy Statement		Section 4.20
Real Property Leases		Section 4.11(b)
Recommendation Withdrawal		Section 6.2
Registered Intellectual Property		Section 4.16(a)
Release		Section 4.18(a)(iv)
Representatives		Section 1.1
Required Financial Information		Section 6.9(a)
Requisite Shareholder Vote		Section 4.2(a)
Restricted Share		Section 1.1
Retention Bonus		Section 6.14
Rights Agreement		Section 4.23
S&S Key Customers		Section 4.22
S&S Key Suppliers		Section 4.22
Sarbanes-Oxley Act		Section 4.12(b)(i)
Scantron Key Customers		Section 4.22
Scantron Key Suppliers		Section 4.22
SEC		Article IV
SEC Reports		Section 4.7(a)
Securities Act		Section 1.1
Shareholders Meeting		Section 6.2
Shares		Section 3.1(b)
Software		Section 1.1
Software Documentation		Section 1.1
Stock Appreciation Right		Section 1.1
Stock Equivalent		Section 1.1
Subsidiaries		Section 1.1
Superior Proposal		Section 6.5(g)
Surviving Corporation		Section 2.1
Takeover Laws		Section 4.2(b)
Tax		Section 1.1
Tax Return		Section 1.1
Trade Secrets		Section 1.1
Trademarks		Section 1.1
Unauthorized Code		Section 1.1
WARN Act		Section 4.15(e)

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of December 19, 2006 (this “ Agreement ”) by and among John H. Harland Company, a Georgia corporation (the “ Company ”), M & F Worldwide Corp., a Delaware corporation (“ Parent ”), and H Acquisition Corp., a Georgia corporation and a wholly owned Subsidiary of Parent (“ Merger Sub ”).

W I T N E S S E T H:

WHEREAS, the board of directors of the Company (the “ Board ”) has unanimously (i) determined that it is in the best interests of the Company and the shareholders of the Company, and declared it advisable, to enter into this Agreement with Merger Sub providing for the merger (the “ Merger ”) of Merger Sub with and into the Company in accordance with the Georgia Business Corporation Code (the “ GBCC ”), upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend adoption of this Agreement by the shareholders of the Company; and

WHEREAS, the boards of directors of Parent and Merger Sub have each approved this Agreement and declared it advisable for Parent and Merger Sub to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms . As used in this Agreement, the following terms have the following meanings:

“ Acceptable Confidentiality Agreement ” means a confidentiality and standstill agreement containing confidentiality, standstill and no-solicitation covenants no less restrictive to the counterparty thereto (including as to duration of such covenants) than those contained in the Confidentiality Agreement.

“ Action ” means any claim, action, suit, arbitration, mediation, inquiry, proceeding or investigation by or before any Governmental Authority, arbitrator or mediator.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“ Antitrust Law ” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company Intellectual Property ” means all Intellectual Property used or held for use in connection with the businesses of the Company and/or its Subsidiaries as such businesses are currently conducted.

“ Company Termination Fee ” means $52,500,000 in cash.

“ Completion Period ” means a period of 45 consecutive days after the date hereof throughout which (i) Parent shall have the Required Financial Information that the Company is required to provide to Parent pursuant to Section 6.9(a) and (ii) the conditions set forth in Section 7.1 shall be satisfied and no event shall have occurred and no condition shall exist that would cause any of the conditions set forth in Sections 7.2(a) or 7.2(b) to fail to be satisfied assuming the Closing were to be scheduled for any time during such 45 consecutive day period; provided , however , that the “Completion Period” shall not be deemed to have commenced if, prior to the completion of the Completion Period, Deloitte & Touche LLP shall have withdrawn or qualified its audit opinion with respect to any financial statements contained in the SEC Reports; provided , further , however , that if the financial statements included in the Required Financial Information that is available to Parent on the first day of any such 45-day period would be “stale,” within the meaning of Rule 3-12 of Regulation S-X under the Securities Act, on any day during such 45-day period if a registration statement using such financial statements were to be filed with the SEC on such date and there are less than 30 days remaining in such 45-day period, then such 45-day period shall be extended to a date that is 30 days from the date such Required Financial

Information first would become “stale” (within the meaning of Rule 3-12 of Regulation S-X under the Securities Act).

“ Confidentiality Agreement ” means the confidentiality agreement dated March 20, 2006, between Clarke American Corp. and the Company.

“ Contract ” means any contract, agreement, commitment, arrangement, lease (including with respect to personal property) or other instrument or deed, whether written or oral.

“ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by Contract or otherwise, including, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“ Director Compensation Plans ” means the Company 2005 Compensation Plan for Non–Employee Directors, as amended through December 15, 2005, and the Company Compensation Plan for Non–Employee Directors, as amended through January 17, 2002.

“ Encumbrance ” means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales Contract, claim, restriction, covenant, easement, right of way, title defect, adverse claim of ownership or use, transfer restriction, voting Contract, proxy or other limitation on voting rights or other encumbrance of any kind, other than any obligation to accept returns of inventory in the ordinary course of business and other than those arising by reason of restrictions on transfers under federal, state or foreign securities Laws.

“ Equity Interest ” means (i) with respect to a corporation, any and all classes or series of shares of capital stock, (ii) with respect to a partnership, limited liability company, trust or similar Person, any and all classes or series of units, interests or other partnership/limited liability company interests and (iii) with respect to any other Person, any other security representing any ownership interest or participation in such Person.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ” means United States generally accepted accounting principles and practices as in effect from time to time consistently applied.

“ Governmental Authority ” means any federal, state, provincial, local or foreign government, governmental, regulatory or administrative authority, self-regulatory organization, agency or commission, workers’, employees’ or labor or any similar council or organization, or any court, tribunal, or judicial or arbitral body (including any political or other subdivision, department or branch of any of the foregoing).

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ Indebtedness ” means, with respect to any Person, (i) indebtedness of such Person, whether or not contingent, for borrowed money, (ii) other indebtedness of such Person evidenced by notes, bonds or debentures, (iii) capitalized leases classified as indebtedness of such Person under GAAP, (iv) all indebtedness created or arising under any conditional sale or other title retention Contract with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such Contract in the event of default are limited to repossession or sale of such property), (v) any obligation of such Person, whether or not contingent, for the deferred purchase price of assets, property or services (other than trade payables incurred in the ordinary course of business and other current liabilities), (vi) all obligations of such Person pursuant to or evidenced by hedging, swap or factoring Contracts or other similar instruments, (vii) obligations, contingent or otherwise, of such Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of such Person or any warrants, rights or options to acquire such capital stock, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (viii) all Indebtedness of another Person referred to in clauses (i) through (vii) above guaranteed directly or indirectly, jointly or severally, in any manner by such Person, or in effect guaranteed directly or indirectly, jointly or severally, by such Person through a Contract (a) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (b) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (c) to supply funds to or in any manner invest in the debtor (including any Contract to pay for property or services irrespective of whether such property is received or such services are rendered) or (d) otherwise to assure a creditor against loss, (ix) Indebtedness referred to in clauses (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property (including accounts and Contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, (x) reimbursement obligations of such Person with respect to

letters of credit, bankers’ acceptance or similar facilities issued for the account of such Person, (xi) obligations under any acquisition Contracts pursuant to which such Person is responsible for any earn-out or other contingent payments and (xii) obligations in respect of performance, bid, litigation or similar bonds; in each of the foregoing cases, together with all accrued interest and accrued fees thereon.

“ Intellectual Property ” means all intellectual property and industrial property rights of any kind or nature existing anywhere in the world, including (i) all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, divisions, revisions, substitutions, extensions and reexaminations thereof (“ Patents ”), (ii) all trademarks, service marks, logos, slogans, design marks, trade names, corporate names, domain names, trade dress, and other similar designations of origin together with all goodwill symbolized thereby (“ Trademarks ”), (iii) all copyrights and copyrightable works (“ Copyrights ”), (iv) all mask works, (v) all trade secrets and confidential or proprietary information (including ideas, research and development, inventions, know-how, formulas, manufacturing and production processes and techniques, methods, schematics, technology, technical data, designs, drawings, specifications, customer and supplier lists, customer information, financial information, pricing and cost information and business and marketing plans and proposals) (“ Trade Secrets ”), (vi) all computer software (including in both object code and source code formats), algorithms, data, databases, and other proprietary technology (“ Software ”), (vii) all rights of privacy, rights of publicity, and rights to personal information, (viii) moral rights and rights of attribution and integrity, (ix) all applications for registration and registrations for any of the foregoing, (x) all rights in, to or under any of the foregoing and in, to or under other similar intangible assets, and (xi) all rights and remedies against past, present, and future infringement, misappropriation, or other violation thereof.

“ Knowledge ” means, with respect to the Company, the actual knowledge of the Persons set forth in Section 1.1(a) of the Company Disclosure Letter and, with respect to Parent, the actual knowledge of the Persons set forth in Section 1.1(a) of the Parent Disclosure Letter.

“ Law ” means any statute, law, ordinance, regulation, rule, code, principle of common law or equity or other requirement of law of a Governmental Authority or any Governmental Order.

“ License ” means any permit, order, decree, consent, approval, license, registration, qualification, finding of suitability or other authorization from a Governmental Authority.

“ Made Available ” means that the information referred to (i) has been actually delivered to Parent at least two (2) Business Days prior to the date of this Agreement or (ii) was posted at least two (2) Business Days prior to the date of this Agreement on the Company’s electronic data site located at https://datasite.merrillcorp.com (and which has been identified as a new addition to such site for at least two (2) Business Days following the date on which it is first

made available and has not been modified subsequently); provided , however , that any document specifically referred to in Section 1.1(b) of the Company Disclosure Schedule shall be deemed to be “Made Available” if such document was posted prior to the execution of this Agreement on the Company’s electronic data site located at https://datasite.merrillcorp.com (provided such document has been identified as a new addition to such site and has not been modified subsequently).

“ Material Adverse Effect ” means any change, effect, event, circumstance or development, individually or in the aggregate, together with all other changes, effects, events, circumstances or developments, that is or would reasonably be expected to (i) have a materially adverse effect on the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, circumstance or development resulting from (A) general economic or financial market conditions, (B) compliance with the express terms of, or the taking of any action expressly required by, this Agreement, (C) any actions taken, or failure to take action, or such other changes or events, in each case, to which Parent has expressly consented or requested in writing, (D) conditions affecting the Company’s industries, (E) any failure, in and of itself, by the Company to meet projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect), (F) the announcement or pendency of this Agreement, the transactions contemplated hereby or performance of or compliance with the terms of this Agreement, and (G) changes in GAAP; provided , however , that with respect to clause (A), such change, effect, event, circumstance or development does not disproportionately impact the Company and its Subsidiaries, taken as a whole, and that with respect to clause (D), such change, effect, event, circumstance or development does not disproportionately impact any of the Printed Products, Software & Services or Scantron business segments of the Company and its Subsidiaries, as applicable, or (ii) prevent, materially delay or materially impede the ability of the Company to consummate the transactions contemplated by the Agreement.

“ NYSE ” means the New York Stock Exchange.

“ Option ” means each option granted by the Company to purchase shares of Company Common Stock pursuant to any Benefit Plan.

“ Parent Termination Fee ” means $52,500,000 in cash.

“ Permitted Encumbrances ” means (i) liens for taxes, assessments and governmental charges or levies imposed upon the Company or its Subsidiaries not yet due and payable for which appropriate reserves have been established or which are being contested in good faith by appropriate proceedings, (ii) Encumbrances imposed by Law which are not yet due and payable and have arisen in the ordinary course of business (including zoning, entitlement

and other land use regulations), (iii) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations, (iv) mechanics’, carriers’, workers’, repairers’ and similar Encumbrances imposed upon the Company or its Subsidiaries arising or incurred in the ordinary course of business and (v) such other imperfections or irregularities in title, charges, easements, survey exceptions, leases, subleases, license agreements and other occupancy agreements, reciprocal easement agreements, restrictions and other customary encumbrances on title to real property; provided , that none of the foregoing, individually or in the aggregate, adversely affect in any material respect (A) the continued use of the property to which they relate in the conduct of the business currently conducted thereon or (B) the value or resale value of the property to which they relate.

“ Person ” means any individual, partnership, firm, corporation, association, trust, unincorporated organization, Governmental Authority, joint venture, limited liability company or other entity.

“ Representatives ” means, collectively, any Person’s officers, partners, directors, employees, affiliates, attorneys, consultants, financing sources, agents or other advisors or representatives.

“ Restricted Share ” means each share of Company Common Stock granted by the Company pursuant to any Benefit Plan that is outstanding as of the relevant time but is subject to vesting or other forfeiture restrictions or a right of repurchase by the Company as of such time.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Software Documentation ” means all user manuals, training materials, and other similar materials relating to the Software included in the Company Intellectual Property.

“ Stock Appreciation Right ” means each stock appreciation right award with respect to a share of Company Common Stock granted by the Company pursuant to any Benefit Plan.

“ Stock Equivalent ” means each stock equivalent with respect to a share of Company Common Stock granted by the Company under a Director Compensation Plan.

“ Subsidiaries ” of a Person means any and all corporations, partnerships, limited liability companies and other entities, whether incorporated or unincorporated, with respect to which such Person, directly or indirectly, owns (i) a right to a majority of the profits of such entity, (ii) securities having the power to elect a majority of the board of directors or similar body

governing the affairs of such entity or (iii) a general partnership interest, managing member or similar interest entitling such Person to govern the affairs of such entity.

“ Taxes ” means all federal, state, provincial, local, territorial and foreign income, profits, franchise, license, capital, capital gains, transfer, ad valorem, wage, severance, occupation, import, custom, gross receipts, payroll, sales, employment, use, property, real estate, excise, value added, goods and services, estimated, stamp, unclaimed or abandoned alternative or add-on minimum, environmental, withholding and any other taxes, duties, assessments or governmental tax charges of any kind whatsoever, together with all interest, penalties and additions imposed with respect to such amounts.

“ Tax Returns ” means all returns, declarations, reports, claims for refund or information returns or statements relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof filed or to be filed with any Tax Authority in connection with the determination, assessment or collection of Taxes.

“ Unauthorized Code ” means any “virus,” “Trojan horse,” “worm,” “back door,” “time bomb,” “drop dead device,” (as such terms are commonly understood in the software industry), or any other code, software routines or hardware components designed or intended to have, or capable of, any of (i) permitting unauthorized access or disabling, erasing, or otherwise harming any computer, systems, software, or other device on which code is stored or installed, (ii) disabling a computer program automatically with the passage of time or under the positive control of a Person other than an authorized licensee or owner of a copy of or rights in the program or (iii) damaging or destroying any data, file or information without the user’s consent.

ARTICLE II

THE MERGER

Section 2.1 The Merger . Upon the terms and subject to the conditions of this Agreement and in accordance with the GBCC, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub will cease and the Company will continue under the name “John H. Harland Company” as the surviving corporation of the Merger under the GBCC (the “ Surviving Corporation ”).

Section 2.2 Closing; Effective Time . Subject to the provisions of Article VII, the closing of the Merger (the “ Closing ”) will take place at 10:00 a.m., New York time, as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or (to the extent permitted by law) waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York (or the

Closing may take place at such other place or at such other date as Parent and the Company may mutually agree in writing); provided , however , that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties will not be required to effect the Closing until the earlier to occur of (a) a date specified by Parent on at least three (3) Business Days’ notice to the Company and (b) the final day of the Completion Period. The date on which the Closing actually occurs is hereinafter referred to as the “ Closing Date ”. Prior to the Closing, Parent shall prepare and on the Closing Date the Surviving Corporation shall cause the Merger to be consummated by filing an appropriate certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Georgia, in such form as required by, and executed in accordance with, the relevant provisions of the GBCC (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties, being the “ Effective Time ”) and the parties shall make all other filings or recordings required under the GBCC in connection with the Merger, including publication of the notice of merger contemplated by Section 14-2-1105.1 of the GBCC.

Section 2.3 Effects of the Merger . The Merger shall have the effects set forth in Section 14-2-1106 of the GBCC. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Section 2.4 Articles of Incorporation; Bylaws . At the Effective Time, (a) the Articles of Incorporation of the Surviving Corporation shall be amended to read in their entirety as the Articles of Incorporation of Merger Sub read immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “John H. Harland Company” and (b) the bylaws of the Surviving Corporation shall be amended so as to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with applicable Law, except the references to Merger Sub’s name shall be replaced by references to “John H. Harland Company”.

Section 2.5 Directors and Officers of Surviving Corporation . The directors of Merger Sub and the officers of the Company (other than those who Merger Sub determines shall not remain as officers of the Surviving Corporation), in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or bylaws of the Surviving Corporation.

ARTICLE III

EFFECT OF THE MERGER ON CAPITAL STOCK AND EXCHANGE OF CERTIFICATES

Section 3.1 Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

(a) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01, of the Surviving Corporation.

(b) Each share of Common Stock, par value $1.00 per share, of the Company (the “ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 3.1(c) and any Dissenting Shares) (“ Shares ”) shall be converted into the right to receive in cash an amount per Share (subject to any applicable withholding Tax specified in Section 3.5(c)) equal to $52.75 in cash, without interest (the “ Merger Consideration ”). At the Effective Time, each holder of a certificate theretofore representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive Merger Consideration upon surrender of such certificates in accordance with Section 3.5, without interest.

(c) Each Share held in the treasury of the Company, or otherwise owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of such Persons, in each case immediately prior to the Effective Time, shall be canceled without any conversion thereof and no consideration shall be paid with respect thereto.

Section 3.2 Treatment of Options and Other Equity Awards .

(a) As of the Effective Time, each Option will be canceled and extinguished, and the holder thereof will be entitled to receive an amount in cash equal to the excess (if any) of (i) the product of (A) the number of Shares subject to such Option and (B) the Merger Consideration over (ii) the aggregate exercise price of such Option, without interest and less any required withholding Taxes as specified in Section 3.5(c). All payments with respect to canceled Options shall be made by the Paying Agent as promptly as reasonably practicable after the Effective Time from funds deposited by or at the direction of the Surviving Corporation to pay such amounts in accordance with Section 3.5(a). Prior to the Effective Time, the Company shall take any and all actions necessary to effectuate the cancelation of Options pursuant to this Section 3.2(a), including adopting any plan amendments.

(b) As of the Effective Time, each Stock Appreciation Right will be canceled and extinguished, and the holder thereof will be entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to the excess (if any) of (i) the

lesser of (A) the “target price” applicable thereto (if any) and (B) the Merger Consideration over (ii) the “grant price” applicable thereto, without interest and less any required withholding Taxes as specified in Section 3.5(c). All payments with respect to canceled Stock Appreciation Rights shall be made by the Paying Agent as promptly as reasonably practicable after the Effective Time from funds deposited by or at the direction of the Surviving Corporation to pay such amounts in accordance with Section 3.5(a). Prior to the Effective Time, the Company shall take any and all actions necessary to effectuate the cancelation of Stock Appreciation Rights pursuant to this Section 3.2(b).

(c) As of the Effective Time, each Restricted Share that is issued and outstanding as of the Effective Time shall, by virtue of the Merger and without any action on the part of any holder of Restricted Shares, become fully vested. Each vested Restricted Share issued and outstanding immediately prior to the Effective Time (other than any such shares to be canceled pursuant to Section 3.1(c) and any Dissenting Shares) shall be converted into the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto equal to the Merger Consideration, without interest and less any required withholding Taxes as specified in Section 3.5(c). At the Effective Time, each holder of a Restricted Share (other than any Dissenting Shares, which shall have the rights set forth in Section 3.4) shall cease to have any rights with respect thereto, except the right to receive Merger Consideration. Prior to the Effective Time, the Company shall take any and all actions necessary to effectuate this Section 3.2(c), including providing holders of Restricted Shares with notice of their rights with respect to any such Restricted Shares as provided herein.

(d) Prior to the Effective Time, the Company shall take such action as is necessary to cause the ending date of the then current offering period under the Company’s Employee Stock Purchase Plan (the “ ESPP ”) to be at least thirty (30) days prior to the Effective Time, subject to the terms of such plan (the “ Final Purchase Date ”). On the Final Purchase Date, the Company shall apply the funds credited as of such date under such ESPP within each participant’s payroll withholding account to the purchase of whole Shares of the Company in accordance with the terms of such ESPP and shall prevent the commencement of any new purchase or offering period.

(e) As of the Effective Time, each Stock Equivalent that is outstanding immediately prior to the Effective Time shall cease to represent a right to receive upon distribution a share of Company Common Stock and shall instead be converted automatically into a right to receive an amount in cash determined in accordance with the terms of the applicable Director Compensation Plan (including applicable interest accruing after the Effective Time). Following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, comply with the terms of the Director Compensation Plans, subject to the adjustments pursuant to this Section 3.2(e).

Section 3.3 Adjustment of Merger Consideration . Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Shares shall have been changed into a different number of shares or a

different class by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Merger Consideration and any other dependent items shall be appropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration or other dependent item, subject to further adjustment in accordance with this sentence.

Section 3.4 Dissenting Shares .

(a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands appraisal of such Shares (the “ Dissenting Shares ”) pursuant to, and who complies in all respects with, Article 13 of the GBCC (the “ Dissenters Provisions ”), shall be entitled to payment of the fair value of such Dissenting Shares in accordance with the Dissenters Provisions; provided , however , that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under the Dissenters Provisions, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration.

(b) The Company will give Parent prompt notice of any notice received by the Company of intent to demand the fair value of any Shares, withdrawals of such notices and any other instruments served pursuant to the Dissenters Provisions and received by the Company and Parent shall have the right to participate in all negotiations and proceedings with respect to the exercise of dissenters’ rights under the Dissenters Provisions. The Company will not, except with the prior written consent of Parent, make any payment or other commitment with respect to any such exercise of dissenters’ rights or offer to settle or settle any such rights.

Section 3.5 Payment and Exchange of Certificates .

(a) Following the date of this Agreement and in any event not less than three (3) Business Days prior to the mailing of the Proxy Statement to the shareholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger (the “ Paying Agent ” ). Promptly after the Effective Time, Parent will, or cause the Surviving Corporation to, deposit in trust with, the Paying Agent, the aggregate consideration to which shareholders, holders of Options, holders of Stock Appreciation Rights, and holders of Restricted Shares of the Company become entitled under this Article III. Until used for that purpose, the funds shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase

or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500,000,000 (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise).

(b) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was a record holder of Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “ Certificate ”) in order to receive payment of the Merger Consideration (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificates to the Paying Agent (or effective affidavits of loss in lieu thereof), and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. When the Paying Agent receives a Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay to the holder of the Shares represented by the Certificate (or effective affidavits of loss in lieu thereof), or as otherwise directed in the letter of transmittal, the Merger Consideration with regard to each Share represented by such Certificate, less any required Tax withholdings in accordance with Section 3.5(c), and the Certificate shall be canceled. No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that all Taxes have been paid or are not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon.

(c) Parent, the Surviving Corporation and Paying Agent, as applicable, shall be entitled to deduct and withhold from the consideration and any other amount otherwise payable to a holder of Shares, Options, Stock Appreciation Rights, or Restricted Shares pursuant to the Merger or this Agreement (each, a “ Payee “) such amounts as are required to be withheld under the Code, the rules and regulations promulgated thereunder or any applicable provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Payee in respect of which such deduction and withholding was made.

(d) If a Certificate has been lost, stolen or destroyed, the Surviving Corporation will cause the Paying Agent to accept an affidavit of that fact by the Person claiming

such Certificate to be lost, stolen or destroyed instead of the Certificate; provided , that the Surviving Corporation may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

(e) At any time which is more than six (6) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to the Surviving Corporation, Persons entitled to payment in accordance with this Article III shall be entitled to look solely to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Merger Consideration upon surrender of the Certificates held by them, without any interest thereon. Any portion of the funds deposited with the Paying Agent remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Corporation, Parent, Merger Sub or the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is delivered to a public official pursuant to any abandoned property, escheat or similar Law.

(f) From and after the Effective Time, the Surviving Corporation shall not record on the stock transfer books of the Company or the Surviving Corporation any transfers of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Shares represented thereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth on the corresponding section of the disclosure letter provided by the Company to Parent prior to the execution of this Agreement (the “ Company Disclosure Letter ”) (it being understood that any information set forth in one section or subsection of the Company Disclosure Letter shall be deemed to apply to each other Section or subsection of this Agreement to the extent that its relevance is reasonably apparent on its face) and except as expressly disclosed in reasonable detail in any report, schedule, form, statement or other document filed with or furnished to the Securities and Exchange Commission (the “ SEC ”) by the Company since December 31, 2005, each as filed prior to the date of this Agreement (other than

disclosures in the “Risk Factors” section of the Company’s Annual Report on Form 10-K and any other disclosures included in such filings that are predictive or forward looking in nature), the Company hereby represents and warrants to Parent and Merger Sub that:

Section 4.1 Organization . Each of the Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, and has the requisite corporate or similar power and authority to own its properties and to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept exists) as a foreign corporation or other entity in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing would not have a Material Adverse Effect. Complete and correct copies of the articles of incorporation and bylaws or other organizational documents of each of the Company and each of its Subsidiaries, in each case as currently in full force and effect, have been Made Available to Parent. The Company is not in violation of the provisions of its governing documents. None of the Subsidiaries of the Company is in violation in any material respect of the provisions of its governing documents.

Section 4.2 Authority; Enforceability .

(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by the Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement (except that consummation of the Merger is subject to adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock voting together as a single voting group (the “ Requisite Shareholder Vote ”)).

(b) The Board at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement, (ii) adopted this Agreement and the consummation of the transactions contemplated hereby, including the Merger and (iii) resolved to recommend that the shareholders of the Company approve the adoption of this Agreement and directed that such matter be submitted for consideration of the shareholders of the Company at the Shareholders Meeting (this clause (iii), the “ Board Recommendation ”). Assuming the accuracy of the representations and warranties contained in Section 5.9, no “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Laws or regulations (collectively, “ Takeover Laws ”) are applicable in the State of Georgia or in any other U.S. or foreign jurisdiction in which any of the Company’s Subsidiaries are organized or formed, or to the Company’s Knowledge, in any other jurisdiction, to the execution, delivery or performance of this Agreement, the consummation of the Merger, or the other transactions contemplated by this Agreement.

(c) This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law).

Section 4.3 Non-Contravention . The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby do and will not (a) violate or conflict with or result in any breach of any provision of the respective articles of incorporation or bylaws (or other similar governing documents) of the Company or any of its Subsidiaries, (b) assuming that all consents, approvals and authorizations contemplated by clauses (a) – (e) of Section 4.4 have been obtained and all filings described in such Section have been made and the receipt of the Requisite Shareholder Vote, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties are bound, or (c) require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit or a change in the rights and obligations under, or give rise to any right of termination, cancellation, amendment or acceleration of, any note, bond, mortgage, indenture, Contract, license, permit or other obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties are bound, except, in the case of clauses (b) and (c) of this Section 4.3, for any such conflict, violation, breach, default, loss, right or other occurrence which would not have a Material Adverse Effect.

Section 4.4 Governmental Consents . The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated by this Agreement do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except as required under or pursuant to (a) the HSR Act, (b) the Exchange Act, (c) state securities, takeover and “blue sky” Laws, (d) the rules and regulations of the NYSE, (e) the GBCC, and (f) any other consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not have a Material Adverse Effect.

Section 4.5 Capitalization of the Company .

(a) The authorized capital stock of the Company consists of 144,000,000 shares of Company Common Stock and 500,000 shares of Preferred Stock, par value $1.00 per share (“ Company Preferred Stock ”). As of the close of business on December 18, 2006 (the “ Capitalization Date ”), (i) 37,907,497 shares of Company Common Stock were issued and outstanding (including 491,887 outstanding Restricted Shares), (ii) 12,252,466 shares of Company Common Stock were held in the treasury of the Company or by the Company’s Subsidiaries, (iii) an aggregate of 2,924,650 shares of Company Common Stock were reserved for issuance upon or otherwise deliverable in connection with the exercise of outstanding

Options, (iv) 44,775 shares of Company Common Stock were reserved and available for issuance under the ESPP, (v) Stock Equivalents representing 209,211 shares of Company Common Stock were credited to accounts under the Director Compensation Plans, (vi) 343,250 Stock Appreciation Rights were outstanding and (vii) 35,000,000 shares of Company Common Stock were reserved and available for issuance upon exercise of the Rights (as defined in the Rights Agreement) issued pursuant to the Rights Agreement. As of the date of this Agreement, the Company has outstanding Options to purchase 2,924,650 shares of Company Common Stock with a weighted average exercise price of $29.69 per share. No shares of Company Preferred Stock are outstanding. From the close of business on the Capitalization Date until the date of this Agreement, no Shares have been issued except for Shares issued pursuant to the exercise of Options in accordance with their terms. All outstanding shares of capital stock of the Company and each of its Subsidiaries (other than Restricted Shares) are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights, purchase option, call, or right of first refusal or similar rights. Except as set forth above, there are no outstanding shares, options, warrants, calls, stock appreciation rights, or other rights or commitments or any other Contracts of any character relating to dividend rights or to the sale, issuance or voting of, or the granting of rights to acquire, any shares of capital stock or voting securities of the Company or any of its Subsidiaries, or any securities or obligations convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or voting securities of the Company or any of its Subsidiaries.

(b) Except as set forth in Section 4.5(a), (i) there are no preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any shares of capital stock or voting securities of the Company or any of its Subsidiaries, (ii) there are no securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from the Company or any of its Subsidiaries, any shares of capital stock or voting securities of the Company or any of its Subsidiaries and (iii) there is no Contract pursuant to which the Company or any of its Subsidiaries is or may become obligated to repurchase or redeem any shares of capital stock or voting securities of the Company or its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, any shares of capital stock or voting securities of the Company or its Subsidiaries, in the case of clauses (ii) and (iii), other than pursuant to Benefit Plans. Other than the Options and the Stock Equivalents, the Company and its Subsidiaries do not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible, exchangeable or exercisable for or into securities having the right to vote) with the shareholders of the Company or any Subsidiary on any matter.

(c) As of the Capitalization Date, (i) each outstanding Option has the exercise price, has an exercise period, and is held by the holder set forth with respect thereto in Section 4.5(c)(i) of the Company Disclosure Letter and (ii) each outstanding Stock Appreciation Right has the “grant price”, has the “target price” (if any), has an exercise period, and is held by the holder set forth with respect thereto in Section 4.5(c)(ii) of the Company Disclosure Letter. All outstanding Options have an exercise price equal to no less than the fair market value (as defined in the applicable Benefit Plan) of the underlying Shares on the date of grant. From the Capitalization Date to the date of this Agreement, there have been no changes to the information

set forth in Sections 4.5(c)(i) or (ii) of the Company Disclosure Letter, except as a result of the exercise, expiration or forfeiture of Options or the Stock Appreciation Rights.

(d) As of December 15, 2006, the only principal amount of outstanding indebtedness for borrowed money of the Company and its Subsidiaries (not including intercompany amounts, undrawn letters of credit, capital leases or purchase price obligations with respect to acquisitions) (such indebtedness, “ Funded Indebtedness ”) is $218,559,000 in aggregate principal amount under the Credit Agreement, dated as of July 3, 2006, by and among the Company, the several banks and other financial institutions from time to time party thereto, and Wachovia Bank, National Association in its capacity as administrative agent. As of the date of this Agreement, the principal amount of outstanding Funded Indebtedness of the Company and its Subsidiaries does not exceed $245,000,000 in the aggregate.

Section 4.6 Company Subsidiaries . Section 4.6 of the Company Disclosure Letter lists, as of the date of this Agreement, each Subsidiary of the Company and the jurisdiction of organization thereof. All the outstanding Equity Interests of each Subsidiary of the Company are owned, directly or indirectly, by the Company free and clear of any Encumbrances, other than Permitted Encumbrances. Except for its interests in its Subsidiaries, the Company does not own, directly or indirectly, any Equity Interest in any other Person.

Section 4.7 SEC Reports; Financial Information .

(a) The Company has filed with the SEC all forms, documents, certifications, registration statements and reports required to be filed or furnished by it with the SEC since January 1, 2004 (as amended to date, the “ SEC Reports ”). As of their respective dates, or, if amended, as of the date of the last such amendment, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be. None of the SEC Reports at the time filed or, if amended, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments from the SEC staff with respect to any of the SEC Reports.

(b) Each of the consolidated financial statements (including all related notes and schedules) of the Company included (or incorporated by reference) in the SEC Reports fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto, which are not expected to be significant) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be expressly referred to therein or in the notes thereto).

Section 4.8 No Undisclosed Liabilities . Except (a) as reflected or reserved against on the face of the most recent consolidated balance sheet of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, or (b) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2005, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, other than those which would not have a Material Adverse Effect.

Section 4.9 Absence of Certain Changes or Events . Since December 31, 2005, there has not been any Material Adverse Effect. From September 29, 2006 through the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice and, except as otherwise contemplated by this Agreement, neither the Company nor any of its Subsidiaries has:

(a) declared, set aside, made or paid any dividend or other distribution payable in cash, stock, property or otherwise with respect to any Equity Interests or any options, warrants, convertible securities or other rights to acquire any Equity Interest (except for regular quarterly dividends not exceeding $0.175 per share of Company Common Stock and any dividends or distributions by a Subsidiary wholly owned, directly or indirectly, by the Company);

(b) reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired any Equity Interests of the Company or any of its Subsidiaries or any options, warrants, convertible securities or other rights to acquire any Equity Interest of the Company or any of its Subsidiaries (other than the acquisition by the Company of Shares, Options, Stock Appreciation Rights, Restricted Shares and Stock Equivalents pursuant to the Benefit Plans);

(c) except as required by applicable Law of jurisdictions outside the United States, (i) granted to any current or former directors, officers, employees or consultants, any increase in compensation or fringe benefits, except for increases in the ordinary course of business with respect to employees who are not directors or officers of the Company, (ii) granted to any current or former directors, officers or employees, any right to receive severance or termination pay not provided for under a Benefit Plan or Foreign Plan listed on Section 4.14 of the Company Disclosure Letter or (iii) entered into, amended or modified any Benefit Plans or employment, change of control or severance Contract with any of its current or former directors, officers, employees or consultants;

(d) (i) acquired, leased or licensed from any Person (by merger, consolidation, acquisition of stock or assets or otherwise) or sold, disposed of, leased or licensed (by merger, consolidation, sale of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof, any Equity Interests therein or any assets, in each case, which are material to the Company and its Subsidiaries, taken as a whole, other than purchases and sales of inventory, non-merchandise supplies, and other assets in the ordinary course of business or (ii) incurred or guaranteed, or modified in any material respect, any Indebtedness or made any

loans, advances or capital contributions to, or investments in, any other Person (other than a Subsidiary of the Company);

(e) made any changes in accounting policies or procedures, except as required by GAAP or a Governmental Authority;

(f) made or revoked any material Tax election, or changed any material Tax accounting principles, except as required by applicable Law; or

(g) agreed to take any of the actions described in Sections 4.9(a) through 4.9(g).

Section 4.10 Contracts .

(a) As of the date of this Agreement, the Company has Made Available to Parent correct and complete copies of, each Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound which:

(i) (A) would be required to be filed by the Company as a “ material contract ” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K, (B) is to be performed after the date of this Agreement, and (C) has not been filed or incorporated by reference in any SEC Report in unredacted form;

(ii) contains covenants that materially limit the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Surviving Corporation) to compete in any business or with any Person or in any geographic area, or to sell, supply or distribute any service or product, except for any such Contract that may be canceled without any penalty or other liability to the Company or any of its Subsidiaries upon notice of 60 days or less;

(iii) relates to the formation, creation, operation, management or control of any partnership or joint venture;

(iv) involves any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial Contract, or any other interest-rate or foreign currency protection Contract;

(v) evidences or relates to Indebtedness (other than the endorsement of negotiable instruments for collection in the ordinary course of business);

(vi) involves any Key Customers or Key Suppliers (other than purchase orders, sales orders or invoices under such Contracts entered into in the ordinary course of business consistent with past practice);

(vii) are Contracts with customers or suppliers of the Company or its Subsidiaries containing a provision which provides that any term or terms of such Contract will be no less favorable to such customers or suppliers either individually or in the aggregate than similar provisions in any other Contract;

(viii) was (A) entered into after December 31, 2005 or (B) has not yet been consummated, that, in the case of either (A) or (B), involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration under such Contract in excess of $1 million (other than acquisitions or dispositions of assets in the ordinary course of business consistent with past practice, including acquisitions and dispositions of inventory);

(ix) by its terms calls for payments by the Company and/or its Subsidiaries under such Contract of more than $1 million in any 12-month period or $10 million over the term of such Contract;

(x) involves any acquisition since January 1, 2004, pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that could result in payments in excess of $250,000;

(xi) is between (A) the Company or any of its Subsidiaries, on the one hand, and (B) any other Affiliate of the Company (other than its Subsidiaries), on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act;

(xii) involves any labor union or other employee organization, including any works council or foreign trade union or trade association;

(xiii) (A) grants to the Company and/or any of its Subsidiaries any rights in, to or under any Company Intellectual Property (other than any Contract (i) which grants rights to use readily available commercial Software that is generally available on nondiscriminatory pricing terms or (ii) which grants to the Company or a Subsidiary the right to use a third party’s trademarks on printed products in exchange for a royalty, in the case of either

(i) or (ii), entered into in the ordinary course of business consistent with past practice), or (B) restricts any rights of the Company or any of its Subsidiaries in, to or under Company Intellectual Property, or permit third Persons to use or register any Company Intellectual Property (other than any such Contract entered into in the ordinary course of business consistent with past practice);

(xiv) obligates the Company or any of its Subsidiaries to provide indemnification or a guarantee;

(xv) is a Real Property Lease; or

(xvi) is (A) an employment Contract between the Company and any officer of the Company or any of its Subsidiaries (including the heads of each business segment) or (B) a Contract containing any covenant in favor of the Company which limits the ability of any past officer of the Company or any of its Subsidiaries, or would limit the ability of any present officer of the Company or any of its Subsidiaries upon the termination of such officer’s employment, to compete against the Company, any of its Subsidiaries or any of their respective business units.

Each Contract of the type described in clauses (i) through (xvi) and any Contract entered into after the date of this Agreement that would have constituted a Material Contract if entered into prior to the date hereof is referred to herein as a “ Material Contract ”.

(b) Each Material Contract is valid and binding on, and enforceable in accordance with its terms against, the Company and any Subsidiary of the Company which is a party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect, and the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Material Contract. There is no default under any Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries, or to the Knowledge of the Company, by any other party thereto, except which would not have a Material Adverse Effect.

Section 4.11 Title to Properties; Assets .

(a) As of the date of this Agreement, a complete and correct list of all of the real property owned by the Company and its Subsidiaries is set forth in Section 4.11(a) of the Company Disclosure Letter (collectively with any real property acquired by the Company or any of its Subsidiaries after the date of this Agreement, the “ Owned Real Property ”).

(b) As of the date of this Agreement, Section 4.11(b) of the Company Disclosure Letter contains a complete and correct schedule of all leases and subleases (including addendums and amendments) under which the Company or any of its Subsidiaries use or occupy or have the right to use or occupy, any real property (collectively with any real property leases or subleases entered into by the Company or any of its Subsidiaries after the date of this Agreement, the “ Real Property Leases ”) (the land, buildings and other improvements covered by the Real Property Leases being herein called the “ Leased Real Property ” and, collectively with the Owned Real Property, the “ Property ”), which schedule sets forth the address of the Leased Real Property covered thereby. Each Real Property Lease has been Made Available to Parent. The Company and its Subsidiaries enjoy peaceful and undisturbed possession under each Real Property Lease.

(c) Each of the Company and its Subsidiaries (i) has good and valid fee simple title to the Owned Real Property, (ii) owns or has a valid right to use, as applicable, the assets that are material to the operation of the business of the Company and its Subsidiaries (except, in the case of personal property, for such assets as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business consistent with past practice) and (iii) has good and valid leasehold interests in all of its Leased Real Property. All property, assets and Owned Real Property are free and clear of all Encumbrances other than Permitted Encumbrances.

Section 4.12 Compliance with Law and Reporting Requirements .

(a) Except as would not have a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is in violation of, or has violated, any Law, or has received any written notice of any violation of Law, (ii) the Company and each of its Subsidiaries has and is in compliance with all Licenses required to conduct their respective businesses as now being conducted and all such Licenses are valid and in full force and effect and (iii) none of the Company or its Subsidiaries has received any written notification from any Governmental Authority threatening to revoke any such License.

(b) (i) The Company has been since January 1, 2003 and is in compliance in all material respects with (A) the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) and (B) the applicable listing and corporate governance rules and regulations of the NYSE.

(ii) The Company has designed disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities. To the Knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the chief executive officer and the chief financial officer of the Company to material information required to be included in the Company’s periodic reports required under the Exchange Act.

(iii) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(iv) As of the date hereof, to the Company’s Knowledge, the Company has not identified any material control deficiencies other than as disclosed in Section 4.12(b)(iv) of the Company Disclosure Letter. To the Company’s Knowledge, its auditors and its chief executive officer and chief financial officer will be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.

(c) None of the Company’s Subsidiaries is subject to the reporting requirements of Sections 13(a) or 15(d) under the Exchange Act.

(d) The Company and its Subsidiaries are and, within the last two (2) years have been, in compliance in all material respects with all applicable provisions of the Gramm-Leach-Bliley Act and the rules and regulations related thereto and other applicable privacy Laws, including those related to the exchange, disclosure or sharing of customer or personal information or information security.

Section 4.13 Litigation . There are no Actions pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, except as would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor any of their respective properties is or are a party or subject to or in default under any Governmental Order except as would not have a Material Adverse Effect. There are no formal or informal inquiries or investigations by the SEC or other Governmental Authority, other governmental inquiries or investigations or internal investigations or material whistle blower complaints pending, or to the Knowledge of the Company, threatened, or otherwise involving the Company or any of its Subsidiaries, including regarding any accounting policies or practices of the Company or any malfeasance by any officer of the Company or any of its Subsidiaries. This Section 4.13 does not relate to environmental matters which are the subject of Section 4.18.

Section 4.14 Employee Compensation and Benefit Plans; ERISA .

(a) Section 4.14(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date of this Agreement, of all material (i) employee benefit plans, programs and Contracts, including pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase,

employee stock ownership, severance pay, vacation, bonus or other incentive plans, all medical, vision, dental or other health plans, all life insurance plans, all employment Contracts, and all other employee benefit plans or fringe benefit plans, including “employee benefit plans” as that term is defined in Section 3(3) of ERISA, in each case, whether oral or written, funded or unfunded, or insured or self-insured, maintained by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries contributes or is obligated to contribute, or with respect to which the Company or any of its Subsidiaries has or may have any liability (contingent or otherwise), in each case, for or to any current or former employees, directors, officers or consultants of the Company or any of its Subsidiaries located primarily in the United States and/or their dependents (collectively, the “ Benefit Plans ”), and (ii) benefit plans that are comparable to the Benefit Plans and that are maintained pursuant to the Laws of a country other than the United States, other than benefit plans that are required to be maintained under the Laws of the applicable country (collectively, the “ Foreign Plans ”). For purposes of this Agreement, the term “plan,” when used with respect to Foreign Plans, shall mean a “scheme” or other employee benefit program or arrangement in accordance with specific country usage.

(b) Each Benefit Plan intended to be subject to Code Section 401(a) and each trust established in connection with any such Benefit Plan which is intended to be tax exempt under Code Section 501(a) has been determined by the Internal Revenue Service to be qualified under Code Section 401(a) or exempt from taxation under Code Section 501(a), as the case may be, or the remedial amendment period for such determination has not expired, and, to the Knowledge of the Company, no event has occurred that would adversely affect such determination. Except as would not have a Material Adverse Effect: (i) all the Benefit Plans and the related trusts comply with and have been administered in compliance with (A) the applicable provisions of ERISA, (B) all applicable provisions of the Code, (C) all other applicable Laws, and (D) their terms and the terms of any applicable collective bargaining or applicable collective labor Contracts; and, in each case, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority questioning or challenging such compliance; (ii) there are no unresolved claims or disputes under the terms of, or in connection with, the Benefit Plans other than claims for benefits which are payable in the ordinary course; (iii) there has not been any nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan; (iv) no litigation has been commenced with respect to any Benefit Plan and, to the Kn

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