<PAGE>

                                                                   EXHIBIT 10.10




                                 CERTEGY INC.
                          DEFERRED COMPENSATION PLAN
                        Effective as of June ___, 2001
<PAGE>

                    CERTEGY INC. DEFERRED COMPENSATION PLAN
                        Effective as of June ___, 2001

                               TABLE OF CONTENTS
                               -----------------

Article I.    Establishment and Purpose......................................  1

1.1           Establishment of Plan..........................................  1
1.2           Purpose of Plan................................................  1
1.3           Applicability of Plan..........................................  1

Article II.   Definitions....................................................  1

2.1           "Account"......................................................  1
2.2           "Affiliate"....................................................  1
2.3           "Beneficiary"..................................................  2
2.4           "Board"........................................................  2
2.5           "Code".........................................................  2
2.6           "Committee"....................................................  2
2.7           "Company"......................................................  2
2.8           "Director Fees"................................................  2
2.9           "Distribution Date"............................................  2
2.10          "Employee".....................................................  2
2.11          "Employer".....................................................  2
2.12          "Entry Date"...................................................  2
2.13          "Equifax Plan".................................................  2
2.14          "Financial Hardship"...........................................  2
2.15          "Investment Fund"..............................................  3
2.16          "Non-Employee Director"........................................  3
2.17          "Participant"..................................................  3
2.18          "Plan".........................................................  3
2.19          "Plan Year"....................................................  3
2.20          "Termination of Service".......................................  3
2.21          "Transferred Benefits".........................................  3
2.22          "Valuation Date"...............................................  3

Article III.  Eligibility and Participation..................................  3

3.1           Eligibility....................................................  3
3.2           Participation..................................................  4

Article IV.   Contributions..................................................  4

4.1           Deferrals......................................................  4

Article V.    Participants' Accounts.........................................  5


                                       i
<PAGE>

                    CERTEGY INC. DEFERRED COMPENSATION PLAN
                        Effective as of June ___, 2001

                               TABLE OF CONTENTS
                               -----------------
                                  (Continued)

5.1           Investment of Accounts.........................................  5
5.2           Valuation of Accounts..........................................  6
5.3           Financing......................................................  6
5.4           Unsecured Interest.............................................  6
5.5           Nontransferability.............................................  6

Article VI.   Payment of Accounts............................................  7

6.1           Payments to Participant........................................  7
6.2           Distribution Elections.........................................  7
6.3           Payments to Beneficiary........................................  9

Article VII.  Administration.................................................  9

7.1           Administration.................................................  9
7.2           Appeals from Denial of Claims.................................. 10
7.3           Tax Withholding................................................ 11
7.4           Expenses....................................................... 11

Article VIII. Adoption of the Plan by Affiliate.............................. 11

8.1           Adoption of the Plan by Affiliate.............................. 11
8.2           Amendment and Termination...................................... 11

Article IX.   Miscellaneous Provisions....................................... 11

9.1           No Contract of Employment...................................... 11
9.2           Severability................................................... 11
9.3           Applicable Law................................................. 11


                                       ii
<PAGE>

                                 CERTEGY INC.
                          DEFERRED COMPENSATION PLAN

                         Effective as of June __, 2001


                     Article I.  Establishment and Purpose
                                 -------------------------

     1.1 Establishment of Plan. Certegy Inc. (the "Company") does hereby adopt
         ---------------------
the Certegy Inc. Deferred Compensation Plan (the "Plan") effective as of the
date it was approved by the Company's Board of Directors, June __, 2001.

     The Plan is an unfunded plan of deferred compensation for a select
group of management or highly compensated employees.  The Plan, therefore, is
intended to be exempt from the participation, vesting, funding, and fiduciary
requirements of Title I of the Employee Retirement Income Security Act of 1974.

     1.2 Purpose of Plan. The purpose of the Plan is to provide Non-Employee
         ---------------
Directors with an effective means of deferring all or a portion of retainer fees
and meeting fees they are entitled to receive, and to provide certain Employees
a means of continued deferral of certain Transferred Benefits from the Equifax
Inc. Deferred Compensation Plan.

     1.3 Applicability of Plan. The provisions of this Plan are applicable only
         ---------------------
to

     (a) Employees who have Transferred Benefits; and

     (b) individuals who are serving as Non-Employee Directors of the Company.

                            Article II. Definitions
                                        -----------

Whenever used in this Plan, the following terms shall have the meanings set
forth below unless otherwise expressly provided.  When the defined meaning is
intended, the term is capitalized.  The definition of any term in the singular
shall also include the plural, whichever is appropriate in the context.

     2.1 "Account" means the bookkeeping account maintained for each Participant
          -------
that represents the Participant's total interest under the Plan as of any
Valuation Date. An Account shall consist of the sum of the Participant's
Transferred Benefits or the deferrals of Director Fees credited pursuant to
section 4.1, plus any gains and losses credited on these amounts. A Participant
shall have a fully vested and nonforfeitable interest at all times in his or her
Account.

     2.2 "Affiliate"  means any corporation, association, joint venture,
          ---------
proprietorship, or partnership while it is connected with the Company through
stock

                                       1
<PAGE>

ownership, common control, membership in an affiliated service group, or
otherwise within the meaning of Code section 414(b), (c), (m), or (o).

     2.3   "Beneficiary" means the person or persons designated by the
            -----------
Participant to receive any benefits payable on behalf of the Participant after
his or her death. Each Participant shall designate his or her Beneficiary (or
change this designation) at a time and in a manner specified by the Committee.
If no person is designated as a Beneficiary, if a designation is revoked, or if
no designated Beneficiary survives the Participant, the Beneficiary shall be the
Participant's estate.

     2.4   "Board"  means the Board of Directors of the Company.
            -----

     2.5   "Code" means the Internal Revenue Code of 1986, as amended, or as it
            ----
may be amended from time to time.

     2.6   "Committee" means the committee appointed by the Board to administer
            ---------
the Plan.

     2.7   "Company"  means Certegy Inc. or any successor thereto.
            -------

     2.8   "Director Fees" mean the annual retainer and any meeting fees paid by
            -------------
the Company to a Non-Employee Director for duties performed as a member of the
Board.

     2.9   "Distribution Date" means the date of the distribution of the
            -----------------
Company's common stock by Equifax Inc. to the shareholders of Equifax Inc.

     2.10  "Employee"  means any person who is employed by an Employer.
            --------

     2.11  "Employer" means the Company and any Affiliate that elects to become
            --------
a party to the Plan with the approval of the Company.

     2.12  "Entry Date"  means January 1, April 1, July 1, or October 1.
            ----------

     2.13  "Equifax Plan" means the Equifax Inc. Deferred Compensation Plan,
            ------------
from which certain Participants received Transferred Benefits.

     2.14  "Financial Hardship" means a severe financial hardship resulting from
            ------------------
a sudden and unexpected illness or accident of the Participant or one of his or
her dependents, loss of the Participant's property due to casualty, or other
similar unforeseeable circumstance arising from events that are beyond the
control of the Participant. The existence of a Financial Hardship shall be
determined by the Committee in a manner consistent with Treasury regulations and
rulings of the Internal Revenue Service. The Committee's decision with respect
to the existence of a Financial Hardship shall be final and binding.

                                       2
<PAGE>

      2.15 "Investment Fund"  means any fund designated by the Committee as an
            ---------------
investment medium for the deemed investment of a Participant's Account.  There
shall be--

     (a)   a Prime Rate Fund, which shall have earnings based on the prime
     lending rate (determined as of the first day of each month) as reported in
     the Wall Street Journal; and

     (b)   a Certegy Inc. Common Stock Fund. The Committee shall have the
     discretion to establish and terminate Investment Funds as it may deem
     appropriate.

     2.16  "Non-Employee Director"  means a member of the Board who is not an
            ---------------------
Employee of the Company.

     2.17  "Participant" means an individual who has met and continues to meet
            -----------
the eligibility requirements described in section 3.1.

     2.18 "Plan" means this Certegy Inc. Deferred Compensation Plan, as it may
           ----
be amended from time to time.

     2.19  "Plan Year" means the calendar year; provided, however, there shall
            ---------
be a short first plan year corresponding to the short fiscal year of the Company
ending December 31, 2001.

     2.20  "Termination of Service"  means--
            ----------------------
     (a)   for an Employee, a separation from employment with the Company and
     its Affiliates; and

     (b)   for a Non-Employee Director, the date on which such individual ceases
     to be a member of the Board.

     2.21  "Transferred Benefits" means the amount transferred to this Plan from
            --------------------
the Equifax Plan as provided in Section 3.1.

     2.22  "Valuation Date" means the last business day of each Plan Year and
            --------------
any other date that the Committee selects in its sole discretion for the
revaluation and adjustment of Accounts.

                  Article III.  Eligibility and Participation
                                -----------------------------

     3.1   Eligibility. An individual shall be eligible to participate in this
Plan if he or she--

     (a)   is a Non-Employee Director; or

                                       3
<PAGE>

     (b)   is an Employee who is a member of a select group of management or
     highly compensated Employees, who as of the Distribution Date, has an
     account balance in the Equifax Plan and consents in writing to the
     substitution of Certegy Inc. for Equifax Inc. as the obligor with respect
     to the liabilities under the Equifax Plan. The amount credited to the
     Participant's account under the Equifax Plan immediately prior to the
     Distribution Date shall be transferred to and constitute the beginning
     balance of the Participant's account in this Plan (the "Transferred
     Benefits").

     3.2   Participation.
           -------------

     (a)   Commencement of Participation.

           (1)  Non-Employee Directors. A Non-Employee Director shall be
                ----------------------
           eligible to become a Participant as of the earlier of--

                (A)  the day after the Distribution Date; or

                (B)  the Entry Date next following the date on which he or she
                first becomes a Non-Employee Director.

           (2)  Employees.  An Employee with Transferred Benefits shall become a
                ---------
           Participant in this Plan as of the day after the Distribution Date.

     (b)   Duration of Participation. A Participant shall continue to be an
           -------------------------
     active Participant until he or she ceases to meet the eligibility
     requirements under section 3.1 or revokes a deferral election under section
     4.1(b). Thereafter, he or she shall be an inactive Participant and shall
     retain all the rights described under this Plan.

                          Article IV. Contributions
                                      -------------

     4.1   Deferrals.
           ----------

     (a)   Election of Deferral.

           (1)  General Rule. Prior to the first day of each Plan Year, a Non-
                ------------
           Employee Director may elect, by executing a Deferral Election Form in
           accordance with the procedures prescribed by the Committee, to defer
           up to 100 percent (in 1 percent increments or a specified dollar
           amount) of the Director Fees that would otherwise be payable to the
           Non-Employee Director for the Plan Year. In accordance with
           procedures established by the Committee, a Non-Employee Director may
           make separate deferral elections under with respect to retainer fees
           and meeting fees.

           (2)  New Participants. In the case of a deferral election which
                ----------------
           becomes effective on a date other than the first day of a Plan Year,
           the election

                                       4
<PAGE>

           shall relate only to Director Fees which have not yet been earned as
           of the Participant's Entry Date; or

           (3)  Allocation to Accounts. Each deferral of Director Fees under
                ----------------------
           this section 4.1 shall be credited to the Participant's Account as of
           the date when the amount deferred would have been paid to the
           Participant.

     (b)   Revocation of Election. After the beginning of a Plan Year, a
           ----------------------
     Participant may not increase, decrease, or revoke the amount of Director
     Fees deferred for that Plan Year.

     (c)   Default Elections. If an individual participates under the Plan for a
           -----------------
     given Plan Year, but does not file a timely election form for the next Plan
     Year, such individual shall be deemed to elect for the next Plan Year the
     same deferrals of Director Fees elected for the prior Plan Year.

                       Article V. Participants' Accounts
                                  ----------------------

     5.1   Investment of Accounts.
           ----------------------

     (a)   Investment of Deferrals. For each Plan Year, each Participant shall
           -----------------------
     elect in writing to deem to have the deferrals made on his or her behalf
     invested in any one or more of the Investment Funds in 10 percent
     increments. A Participant may change his or her deemed investment elections
     with respect to future deferrals as of any January 1. The Participant shall
     make or change an election of Investment Funds by giving notice to the
     Committee at a time and in a manner specified by the Committee.

     (b)   Transferred Benefits. Any portion of the Transferred Benefits that
           --------------------
     was invested in the Equifax Plan's prime rate fund immediately prior to the
     Distribution Date shall be initially invested in the Prime Rate Fund. The
     remaining value of the Transferred Benefits shall be initially invested in
     the Certegy Inc. Common Stock Fund.

     (c)   Investment Transfers.
           --------------------

           (1)  General Rule. Except as otherwise provided in paragraph (2)
                ------------
           below, each Participant may elect as of any January 1 to have the
           amounts that are deemed invested in any one or more of the Investment
           Funds transferred to any one or more of the other Investment Funds in
           increments of 10 percent.

           (2)  Section 16 Participants. Each Participant who is subject to the
                -----------------------
           reporting and short-swing profit recovery rules of section 16 of the
           Securities Exchange Act of 1934 may not transfer previously deferred
           amounts into or out of the Certegy Inc. Common Stock Fund.

                                       5
<PAGE>

           (3)  Election Procedures. A Participant shall make an election to
                -------------------
           transfer among Investment Funds under this subsection (b) by giving
           notice to the Committee at a time and manner specified by the
           Committee.

     (d)   Committee Discretion. Notwithstanding any provision in this section
           --------------------
     5.1 to the contrary, the Committee, in its sole and absolute discretion,
     may disregard the Participant's investment elections and deem the
     Participant's Account to be invested in any manner it chooses. If the
     Committee deems the Participant's Account to be invested in a manner other
     than that elected by the Participant under subsections (a) and (b), it
     shall notify the Participant in advance of its deemed investment selection.
     The Company shall incur no liability on account of its selection of deemed
     investments or on account of the performance of those investments.

     5.2   Valuation of Accounts.
           ---------------------

     (a)   Allocation of Earnings and Losses. A Participant's Account shall
           ---------------------------------
     be adjusted as of each Valuation Date to reflect any gains or losses that
     would have been credited or debited to the Account if it had actually been
     invested in the manner described in section 5.1. Amounts paid from Accounts
     between these dates will be credited or charged for any investment gains or
     losses since the last Valuation Date.

     (b)   Charges Against Account. Any payments made to a Participant or
           -----------------------
     Beneficiary under Article VI shall be charged against the Participant's
     Account.

     5.3   Financing. The benefits under this Plan shall be paid out of the
           ---------
general assets of the Employer, except to the extent they are paid from the
assets of a grantor trust established by an Employer to pay these benefits.
Whether to establish such a trust is a matter that is within the sole and
absolute discretion of the Employer.

     5.4   Unsecured Interest. No Participant shall have any interest whatsoever
           ------------------
in any specific asset of the Employer. To the extent that any person acquires a
right to receive payments under this Plan, this right shall be no greater than
the right of any unsecured general creditor of the Employer.

     5.5   Nontransferability. In no event shall an Employer make any payment
           ------------------
under this Plan to any assignee or creditor of a Participant or Beneficiary.
Prior to the time of payment hereunder, no Participant or Beneficiary shall have
any right by way of anticipation or otherwise to assign or otherwise dispose of
any interest under this Plan, nor shall rights be assigned or transferred by
operation of law.

                                       6
<PAGE>

                        Article VI. Payment of Accounts
                                    -------------------

     6.1   Payments to Participant.
           -----------------------

     (a)   Commencement of Payments. Payment of a Participant's Account shall
           ------------------------
     begin within 90 days after the date determined under section 6.2(a).

     (b)   Form of Payments.  All amounts payable to a Participant shall be
           ----------------
     distributed in cash in a single sum or in a series of installments, as
     provided under section 6.2(b).

     6.2   Distribution Elections.
           ----------------------

     (a)   Time of Payment.

           (1)  General Rule. Upon making the initial deferral election under
                ------------
           section 4.1, the Participant shall also designate the date on which
           payments from his or her Account shall begin. A Participant may elect
           initially to have payments begin as of:

                (A)  a date specified by the Participant which must be at least
                one year after the end of the Plan Year for which the initial
                deferral is made; or

                (B)  the date of the Participant's Termination of Service.

           For Participants with Transferred Benefits, the initial election
           under this paragraph (1)(A) shall be the last election that was in
           effect under the Equifax Plan.

           (2)  Second Election. If a Participant makes an initial election
                ---------------
           under paragraph (1)(A), he or she may then elect, with respect to
           deferrals made after that date, to have payments begin as of:

                (A)  a date specified by the Participant which must be at least
                one year after the end of the Plan Year containing the date
                specified under paragraph (1)(A); or

                (B)  the date of the Participant's Termination of Service.

           (3)  Administrative Rules. If a Participant specifies a date other
                --------------------
           than Termination of Service for the distribution of his or her
           Account, but incurs a Termination of Service or dies before such
           date, payments shall begin as soon as practicable following such
           earlier Termination of Service or death.

           If a Participant specifies a distribution date which precedes his or
           her Termination of Service, the amount distributable shall equal the
           Account

                                       7
<PAGE>

           as of such specified date. Deferrals made under section 4.1 after
           such specified date or dates shall be payable upon the Participant's
           Termination of Service.

           (4)  Financial Hardship. A Participant may withdraw all or part of
                ------------------
           his or her Account before the distribution date specified in
           paragraph (1) or (2) above in the event of a Financial Hardship. A
           withdrawal under this paragraph (4) shall not exceed the amount
           necessary to satisfy the Financial Hardship. A Participant may
           request a hardship withdrawal in accordance with procedures
           established by the Committee.

           A Participant who is subject to the reporting and short-swing profit
           rules of section 16 of the Securities Exchange Act of 1934 may not
           make a withdrawal under this paragraph (4).

     (b)   Form of Payment.
           ---------------

           (1)  General Rule. At the time a Participant makes his or her initial
                ------------
           deferral election under section 4.1, the Participant shall separately
           elect the manner in which his or her Account shall be paid--

                (A)  to the Participant, upon the date determined under
                subsection (a)(1); and

                (B)  to his or her Beneficiary, upon the Participant's death
                prior to the complete distribution of his or her Account.

           Additionally, a Participant who makes a second payment election under
           subsection (a)(2) shall be permitted to make a payment form election
           at the same time he or she makes the second election under subsection
           (a)(2).

           The Participant may choose to have the Account paid either in a lump
           sum (within 90 days of the distribution date determined under
           subsection (a)) or in a series of annual installments over a fixed
           number of years (not to exceed ten years).

           (2)  Limitation on Elections. A Participant shall be permitted to
                -----------------------
           elect a different payment form for amounts that are distributable as
           of different payment dates under subsection (a).

           (3)  Transferred Benefits. A Participant who has Transferred Benefits
                --------------------
           will be deemed to have elected the form of payment that was elected
           by such Participant under the Equifax Plan, provided that such
           election will only be given effect if payments have not yet commenced
           and if the election was made in writing at least 12 months prior to
           the commencement of payment of the Transferred Benefits. In the event
           that

                                       8
<PAGE>

           the Participant has made more than one such election, the most recent
           election filed with the plan administrator but no more than 12 months
           prior to the date payments are to commence will control.

     (c)   Discretion of Committee. Notwithstanding a Participant's election of
           -----------------------
     the time or form of payment for his or her Account, the Committee may
     direct, in its sole and absolute discretion, that the Account shall be
     distributed in any time, and/or in any form, permitted under subsection (a)
     or (b).

     6.3   Payments to Beneficiary.
           -----------------------

     (a)   Commencement of Payments. If a Participant dies before his or her
           ------------------------
     Account has been completely distributed, the remaining balance shall be
     paid to the Participant's Beneficiary beginning within 90 days after the
     Participant's death.

     (b)   Form of Payments. Payments to the Beneficiary shall be made in a
           ----------------
     single sum or in a series of installments, as provided under section 6.2.

     (c)   Death of Participant and Beneficiary. If the Participant and
           ------------------------------------
     Beneficiary both die before the Participant's Account has been completely
     distributed, these remaining benefits shall be paid as follows.

           (1)  If the Beneficiary dies before the Participant, the balance of
           the Participant's Account shall be paid to the Participant's estate
           in a single sum.

           (2)  If the Beneficiary dies after the Participant, the balance of
           the Account shall be paid to the Beneficiary's estate in a single
           sum.

                          Article VII. Administration
                                       --------------

     7.1   Administration.  The Plan shall be administered by the Committee.  A
           --------------
majority of the members of the Committee at the time in office shall constitute
a quorum for the transaction of business.  All resolutions and other actions
taken by the Committee at any meeting shall be by a majority vote of those
present at the meeting.  Upon the unanimous concurrence in writing of all
Committee members, action of the Committee may be taken other than at a meeting.

The Committee shall have all powers necessary or appropriate to carry out the
provisions of the Plan.  It may, from time to time, establish rules for the
administration of the Plan and the transaction of the Plan's business.

The Committee shall have the exclusive right to make any finding of fact
necessary or appropriate for any purpose under the Plan including, but not
limited to, the determination of eligibility for and amount of any benefit.

                                       9
<PAGE>

The Committee shall have the exclusive right to interpret the terms and
provisions of the Plan and to determine any and all questions arising under the
Plan or in connection with its administration, including, without limitation,
the right to remedy or resolve possible ambiguities, inconsistencies, or
omissions by general rule or particular decision, all in its sole and absolute
discretion.

All findings of fact, determinations, interpretations, and decisions of the
Committee shall be conclusive and binding upon all persons having or claiming to
have any interest or right under the Plan and shall be given the maximum
possible deference allowed by law.

     7.2   Appeals from Denial of Claims. If any claim for benefits under the
           -----------------------------
Plan is wholly or partially denied, the claimant shall be given notice in
writing of the denial. This notice shall be in writing, within a reasonable
period of time after receipt of the claim by the Committee. This period shall
not exceed 90 days after receipt of the claim, except that if special
circumstances require an extension of time, written notice of the extension
shall be furnished to the claimant, and an additional 90 days will be considered
reasonable.

This notice shall be written in a manner calculated to be understood by the
claimant and shall set forth the following information:

     (a)  the specific reasons for the denial;
     (b) specific reference to the Plan provisions on which the denial is based;
     (c) a description of any additional material or information necessary for
     the claimant to perfect the claim and an explanation of why this material
     or information is necessary;
     (d) an explanation that a full and fair review by the Committee of the
     decision denying the claim may be requested by the claimant or an
     authorized representative by filing with the Committee, within 60 days
     after the notice has been received, a written request for the review; and
     (e) if this request is so filed, an explanation that the claimant or an
     authorized representative may review pertinent documents and submit issues
     and comments in writing within the same 60-day period specified in
     subsection (d).

The decision of the Committee upon review shall be made promptly, and not later
than 60 days after the Committee's receipt of the request for review, unless
special circumstances require extension of time for processing. In this case the
claimant shall be so notified, and a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
If the claim is denied, wholly or in part, the claimant shall be given a copy of
the decision promptly. The decision shall be in writing, shall include specific
reasons for the denial, shall include specific references to the pertinent Plan
provisions on which the denial is based, and shall be written in a manner
calculated to be understood by the claimant.

                                       10
<PAGE>

     7.3   Tax Withholding. The Employer may withhold from any payment under
           ---------------
this Plan any federal, state, or local taxes required by law to be withheld with
respect to the payment and any sum the Employer may reasonably estimate as
necessary to cover any taxes for which they may be liable and that may be
assessed with regard to the payment.

     7.4   Expenses. All expenses incurred in the administration of the Plan
           --------
shall be paid by the Employer.

               Article VIII. Adoption of the Plan by Affiliate;
                             ----------------------------------

     8.1   Adoption of the Plan by Affiliate. An Affiliate may adopt the Plan by
           ---------------------------------
appropriate action of its board of directors or authorized officers or
representatives, subject to the approval of the Board.

     8.2   Amendment and Termination. The Company hereby reserves the right to
           -------------------------
amend, modify, or terminate the Plan at any time, and for any reason, by action
of the Board. However, no amendment or termination shall adversely affect
benefits accrued prior to the date of the amendment or termination.

                     Article IX. Miscellaneous Provisions
                                 ------------------------

     9.1   No Contract of Employment.  Nothing contained in the Plan shall be
           -------------------------
construed to give any Participant the right to be retained in the service of an
Employer or to interfere with the right of an Employer to discharge a
Participant at any time.

     9.2   Severability.  If any provision of this Plan shall be held illegal or
           ------------
invalid, the illegality or invalidity shall not affect its remaining parts.  The
Plan shall be construed and enforced as if it did not contain the illegal or
invalid provision.

     9.3   Applicable Law. Except to the extent preempted by applicable federal
           --------------
law, this Plan shall be governed by and construed in accordance with the laws of
the state of Georgia.

                              * * * * * * * * * *

                                       11
<PAGE>

     IN WITNESS WHEREOF, CERTEGY INC. has caused this instrument to be executed
by its duly authorized officer, effective as of the date specified above.

CERTEGY INC.


By:  __________________________

Title:  _______________________


ATTEST:


By:  __________________________

Title:  _______________________

                                       12