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                                                                   EXHIBIT 10.14

                            GRANTOR TRUST AGREEMENT

     THIS GRANTOR TRUST AGREEMENT (the "Trust Agreement") is made this _____ day
of July, 2001, by and between Certegy Inc., a Georgia corporation, (the
"Company") and Wachovia Bank, N.A. (the "Trustee").

                                    Recitals
                                    --------

(a)  WHEREAS, the Company has adopted the Executive Life and Supplemental
     Retirement Benefit Plan (the "Plan");

(b)  WHEREAS, the Company has incurred or expects to incur liability under the
     terms of the Plan with respect to the individuals participating in the Plan
     and their designated beneficiaries (the "Participants" and
     "Beneficiaries");

(c)  WHEREAS, the Company hereby establishes this Trust (the "Trust") and shall
     contribute to the Trust assets that shall be held therein, subject to the
     claims of the Company's creditors in the event of the Company's Insolvency,
     as herein defined, until distributed in such manner and at such times as
     specified in the Plan and in this Trust Agreement;

(d)  WHEREAS, it is the intention of the parties that this Trust shall
     constitute an unfunded arrangement and shall not affect the status of the
     Plan as an unfunded plan maintained for the purpose of providing deferred
     compensation for a select group of management or highly compensated
     employees for purposes of Title I of the Employee Retirement Income
     Security Act of 1974, as amended ("ERISA"); and

(e)  WHEREAS, it is the intention of the Company to make contributions to the
     Trust to provide itself with a source of funds (the "Fund") to assist it in
     satisfying its liabilities under the Plan in the circumstances described
     herein.

     NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

Section 1.  Establishment Of The Trust
            --------------------------

(a)  The Trust is intended to be a grantor trust, of which the Company is the
     grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
     subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
     construed accordingly.

(b)  The Company shall be considered the grantor for the purposes of the Trust.

(c)  The Trust hereby established is revocable by the Company; and it shall
     become irrevocable upon a Change of Control, as defined in Section 15.
<PAGE>

(d)  The Company hereby deposits with the Trustee in the Trust _________________
     Dollars ($____________) which shall become the initial principal of the
     Trust to be held, administered and disposed of by the Trustee as provided
     in this Trust Agreement.

(e)  The principal of the Trust, and any earnings thereon shall be held in the
     Trust separate and apart from other funds of the Company and shall be used
     exclusively for the uses and purposes of Participants and general creditors
     as herein set forth.  Participants and their Beneficiaries shall have no
     preferred claim on, or any beneficial ownership interest in, any assets of
     the Trust.  Any rights created under the Plan and this Trust Agreement
     shall be unsecured contractual rights of Participants and their
     Beneficiaries against the Company.  Any assets held by the Trust will be
     subject to the claims of the general creditors of the Company under federal
     and state law in the event the Company is Insolvent, as defined in Section
     3(a) herein.

(f)  The Company, in its sole discretion, may at any time, and from time to
     time, make additional deposits of cash or other property, including Company
     stock, acceptable to the Trustee to augment the principal to be held,
     administered and disposed of by the Trustee as provided in this Trust
     Agreement.  Prior to a Change of Control, neither the Trustee nor any
     Participant or Beneficiary shall have any right to compel additional
     deposits.

(g)  Upon a Potential Change of Control (as defined in Section 15), the Company
     shall, as soon as possible, but in no event longer than thirty (30) days
     following the occurrence of a Potential Change of Control, make an
     additional contribution to the Trust, if required, in an amount that is
     sufficient, when aggregated with the other assets of the Trust, to fund the
     Trust in an amount equal to no less than 100% but no more than 120% of the
     amount necessary to pay the insurance premiums required on Policies, as
     defined herein, purchased pursuant to the Plan, until such Policies have
     been fully paid, in accordance with Section 2(c) below.

(h)  In the event a Change of Control does not occur within one year of a
     Potential Change of Control, the Company shall have the right to recover
     any amounts contributed to and remaining on hand in the Trust.

(i)  Upon a Change of Control, the Company shall, as soon as possible, but in no
     event longer than thirty (30) days following the occurrence of a Change of
     Control make an irrevocable contribution to the Trust in any additional
     amount which is necessary to be sufficient to fund the Trust in an amount
     equal to no less than 100% but no more than 120% of the amount necessary to
     pay the insurance premiums required on Policies purchased pursuant to the
     Plan, until such Policies have been fully paid, in accordance with Section
     2(c) below.

                                       2
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Section 2.  Payments From The Trust
            -----------------------

(a)  Prior to a Change of Control, distributions from the Trust shall be made by
     the Trustee to the insurance company identified in or pursuant to Section
     2(e) below (the "Insurance Company") at the direction of the Company.

(b)  As insurance premiums become due with respect to the life insurance
     policies (each a "Policy") purchased pursuant to the Plan on the lives of
     the Participants, the Company shall - (i) pay such insurance premiums
     directly to the Insurance Company, (ii) transfer to the Trustee within
     thirty (30) days prior to the premium due date funds sufficient to allow
     the Trustee to pay to the Insurance Company such insurance premiums, or
     (iii) direct the Trustee to pay directly to the Insurance Company such
     insurance premiums from the Fund.

(c)  (1)  After a Potential Change of Control and before a Change of Control,
     the Company shall deliver to the Trustee a schedule of insurance premiums
     due under the Plan.  Subsequent to a Change of Control, the Trustee shall
     pay insurance premiums due in accordance with such schedule.  If the
     Company has not transferred the required amounts at least thirty (30) days
     prior to each due date, the Trustee shall make such payments from the
     assets of the Fund.  If the principal of the Trust, and any earnings
     thereon, are not sufficient to make payments of insurance premiums in
     accordance with the terms of such schedule, the Company shall make the
     balance of each such payment as it falls due in accordance with such
     Schedule.  The Trustee shall notify the Company in the event that principal
     and earnings are not sufficient to make any premium payment.  Nothing in
     this Trust Agreement shall relieve the Company of its liabilities to pay
     benefits due under the Plan except to the extent such liabilities are met
     by application of assets of the Trust.

     (2) Subsequent to a Change of Control, if the Company borrows any portion
     of the cash surrender value of any Policy, the Trustee shall immediately
     repay to the Insurance Company any amount that has been so borrowed, as
     certified to it by the Participant whose Policy is the subject of the loan.
     The Trustee may request any further reasonable evidence of such a loan.

     (3) Subsequent to a Change of Control, if the Trustee becomes aware that
     the Company withdraws any portion of the cash surrender value of any
     Policy, the Trustee shall consult with the Insurance Company or the broker
     of record, as it deems appropriate, to determine the maximum premiums which
     may be paid on an annual basis to restore any such withdrawal and to retain
     the life insurance nature of the Policy, and shall make said payments.

(d)  The Trustee may institute an action to collect a contribution due the Trust
     following a Change of Control or in the event that the Trust should ever
     experience a short-fall in the amount of assets necessary to make current
     payments pursuant to the terms of the Plan.

                                       3
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(e)  The primary purposes of this Trust are to insure (i) that, following a
     Change of Control, premiums will continue to be paid to Pacific Life
     Insurance Company, or such successor company as the Company may identify to
     the Trustee in writing, as required pursuant to the Plan and all split-
     dollar life insurance agreements with employees of the Company or its
     subsidiaries which have been entered into by the Company and Plan
     Participants pursuant to the Plan, and (ii) that any successor to the
     Company, or its successor management, does not withdraw cash values from
     the Policies prior to the respective distribution dates of said Policies.
     Prior to a Change of Control, the payment of Policy insurance premiums will
     be made pursuant to the provisions of Section 2(b).  Subsequent to a Change
     of Control, the Trustee shall make such payments unless the Company has
     previously certified to having made them, according to the provisions
     hereof.  In order to make such payments, the Trustee may be required to
     sell all or a portion of any assets held in the Fund.  In the event that
     the Fund includes Company stock, the Company hereby agrees to promptly, and
     in any event within sixty (60) days of a request for registration by the
     Trustee, take any and all actions necessary to register the Company stock
     held in the fund for sale and to maintain on a continuous basis any
     registrations required to permit said sales pursuant to applicable federal
     and state laws, until all Company stock has been sold.  In connection with
     any such securities registrations, the Company shall take any and all
     actions necessary in connection therewith, including without limitation:
     (i) causing any special audits to be performed, if required and (ii) if
     requested by the Trustee, entering into an underwriting agreement with
     underwriters selected by the Trustee in customary form including providing
     indemnification for the underwriters and the Trustee.  Any and all costs
     arising in connection with the filing of any securities registrations,
     including the fees and disbursements of counsel for the Trustee, shall be
     borne entirely by the Company other than underwriting discounts and
     commissions or commissions of broker dealers which shall be payable by the
     Trustee from the assets of the Trust.  The Company consents that an action
     may be brought in equity or in law by the Trustee or by any Participant in
     the Plan, to compel its compliance with the provisions of this Trust,
     including but not limited to the foregoing sentence and the provisions of
     Section 2(d) above.

Section 3.  Trustee Responsibility Regarding Payments When The Company Is
            -------------------------------------------------------------
            Insolvent
            ---------

(a)  The Trustee shall cease payment of insurance premiums to the Insurance
     Company if the Company is Insolvent.  The Company shall be considered
     "Insolvent" for purposes of this Trust Agreement if (i) the Company is
     unable to pay its debts as they become due, (ii) the Company is subject to
     a pending proceeding as a debtor under the United States Bankruptcy Code or
     (iii) the Company is determined to be insolvent by the Federal Deposit
     Insurance Corporation, the Federal Reserve, or the Office of the
     Comptroller of Currency.

(b)  At all times during the continuance of this Trust, the principal and income
     of the Trust shall be subject to claims of general creditors of the Company
     under federal and state law as set forth below.

                                       4
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     (1)  The Board of Directors and the Chief Executive Officer of the Company
          shall have the duty to inform the Trustee in writing that the Company
          is Insolvent.  If a person claiming to be a creditor of the Company
          alleges in writing to the Trustee that the Company has become
          Insolvent, the Trustee shall determine whether the Company is
          Insolvent and, pending such determination, the Trustee shall
          discontinue payment of insurance premiums to the Insurance Company.

     (2)  Unless the Trustee has actual knowledge that the Company is Insolvent,
          or has received notice from the Company or a person claiming to be a
          creditor alleging that the Company is Insolvent, the Trustee shall
          have no duty to inquire whether the Company is Insolvent.  The Trustee
          may in all events rely on such evidence concerning the Company's
          solvency as may be furnished to the Trustee and that provides the
          Trustee with a reasonable basis for making a determination concerning
          the Company's solvency.

     (3)  If at any time the Trustee has determined that the Company is
          Insolvent, the Trustee shall discontinue paying insurance premiums to
          the Insurance Company and shall hold the assets of the Trust for the
          benefit of the Company's general creditors.  Nothing in this Trust
          Agreement shall in any way diminish any rights of Participants or
          their Beneficiaries to pursue their rights as general creditors of the
          Company with respect to payments due under the Plan or otherwise.

     (4)  The Trustee shall resume the payment of insurance premiums to the
          Insurance Company in accordance with Section 2 of this Trust Agreement
          only after the Trustee has determined that the Company is not
          Insolvent (or is no longer Insolvent).

(c)  Provided that there are sufficient assets, if the Trustee discontinues the
     payment of insurance premiums from the Trust pursuant to Section 3(b)
     hereof and subsequently resumes such payments, the first payment following
     such discontinuance shall include the aggregate amount of all payments due
     to the Insurance Company under the terms of the Plan for the period of such
     discontinuance, less the aggregate amount of any payments made to the
     Insurance Company by the Company in lieu of the payments provided for
     hereunder during any such period of discontinuance.

Section 4.  Payments When A Shortfall Of The Trust Assets Occurs
            ----------------------------------------------------

(a)  If there are not sufficient assets for the payment of insurance premiums
     pursuant to Section 2 or Section 3(c) hereof and the Company does not
     otherwise make such payments within a reasonable time after demand from the
     Trustee, the Trustee shall make payment of insurance premiums from the
     Trust to the Insurance Company for the benefit of Participants and their
     Beneficiaries in the following order of priority:

                                       5
<PAGE>

     (1)  All Policies should be funded based on original expected performance,
          with premiums adequate to keep the Policies in force until the insured
          attains age 100; and

     (2)  Any remaining funding should be made pro-rata based upon remaining
          scheduled premium payments.

     It is understood that it is not possible to anticipate precisely future
     financial status of the Policies, and the contingencies that could occur
     both before and after a Change of Control.  Therefore, the Trustee will
     have discretion to implement any reasonable method of allocating Trust
     assets that are, in its sole discretion, determined to ensure complete
     funding of the Policies pursuant to the premium schedule provided.  The
     Trustee may rely solely on the services of the broker of record as well as
     any other sources in making this determination.

(b)  Upon receipt of a contribution from the Company necessary to make up for a
     shortfall in the payments due, the Trustee shall resume payments to the
     Insurance Company under the Plan.  Following a Change of Control, the
     Trustee shall have the right to compel a contribution to the Trust from the
     Company to make up for any shortfall.

Section 5.  Payments To The Company
            -----------------------

Except as provided in Section 3 hereof in the event the Company is Insolvent,
after the Trust has become irrevocable (as provided in Section 1) the Company
shall have no right or power to direct the Trustee to return to the Company or
to divert to others any of the Trust assets before all payment of insurance
premiums have been made to the Insurance Company pursuant to the terms of the
Plan.

Section 6.  Investment Authority
            --------------------

(a)  Consistent with the provisions of Section 10(a) below, the Trustee shall
     not be liable in discharging its duties hereunder, including, without
     limitation, its duty to invest and reinvest the Fund, if it acts for the
     exclusive benefit of the Participants and their Beneficiaries, in good
     faith and as a prudent person would act in accomplishing a similar task and
     in accordance with the terms of this Trust Agreement and any applicable
     federal or state laws, rules or regulations.

(b)  Subsequent to a Change of Control, the Trustee shall have the following
     powers, in investing and reinvesting the Fund, in its sole discretion:

     (1)  To invest and reinvest in any readily marketable common and preferred
          stocks, bonds, notes, debentures (including convertible stocks and
          securities but not including any stock or security of the Trustee
          other than a de minimis amount held in a collective or mutual fund),
          certificates of deposit or demand or time deposits (including any such
          deposits with the Trustee) and shares of investment companies and
          mutual funds, without being limited to the classes or property in

                                       6
<PAGE>

          which the Trustee is authorized to invest by any law or any rule of
          court of any state and without regard to the proportion any such
          property may bear to the entire amount of the Fund.  Without
          limitation, the Trustee may invest the Trust in any investment company
          (including any investment company or companies for which the Trustee
          or an affiliated company acts as the investment advisor ("Special
          Investment Companies") or, any insurance contract or contracts issued
          by an insurance company or companies in each case as the Trustee may
          determine provided that the Trustee may in its sole discretion keep
          such portion of the Trust in cash or cash balances for such reasonable
          periods as may from time to time be deemed advisable pending
          investment or in order to meet contemplated payments of insurance
          premiums;

     (2)  To commingle for investment purposes all or any portion of the Fund
          with assets of any other similar trust or trusts established by the
          Company with the Trustee for the purpose of safeguarding deferred
          compensation or retirement income benefits of its employees and/or
          directors;

     (3)  To retain any property at any time received by the Trustee;

     (4)  To sell or exchange any property held by it at public or private sale,
          for cash or on credit, to grant and exercise options for the purchase
          or exchange thereof, to exercise all conversion or subscription rights
          pertaining to any such property and to enter into any covenant or
          agreement to purchase any property in the future;

     (5)  To participate in any plan of reorganization, consolidation, merger,
          combination, liquidation or other similar plan relating to property
          held by it and to consent to or oppose any such plan or any action
          thereunder or any contract, lease, mortgage, purchase, sale or other
          action by any person;

     (6)  To deposit any property held by it with any protective, reorganization
          or similar committee, to delegate discretionary power thereto, and to
          pay part of the expenses and compensation thereof any assessments
          levied with respect to any such property to be deposited;

     (7)  To extend the time of payment of any obligation held by it;

     (8)  To hold uninvested any monies received by it, without liability for
          interest thereon, but only in anticipation of payments due for
          investments, reinvestments, expenses or disbursements;

     (9)  To exercise all voting or other rights with respect to any property
          held by it and to grant proxies, discretionary or otherwise;

     (10) For the purposes of the Trust, to borrow money from others, to issue
          its promissory note or notes therefor, and to secure the repayment
          thereof by pledging any property held by it;

                                       7
<PAGE>

     (11) To employ suitable contractors and counsel, who may be counsel to the
          Company or to the Trustee, and to pay their reasonable expenses and
          compensation from the Fund to the extent not paid by the Company;

     (12) To register investments in its own name or in the name of a nominee;
          to hold any investment in bearer form; and to combine certificates
          representing securities with certificates of the same issue held by it
          in other fiduciary capacities or to deposit or to arrange for the
          deposit of such securities with any depository, even though, when so
          deposited, such securities may be held in the name of the nominee of
          such depository with other securities deposited therewith by other
          persons, or to deposit or to arrange for the deposit of any securities
          issued or guaranteed by the United States government, or any agency or
          instrumentality thereof, including securities evidenced by book
          entries rather than by certificates, with the United States Department
          of the Treasury or a Federal Reserve Bank, even though, when so
          deposited, such securities may not be held separate from securities
          deposited therein by other persons; provided, however, that no
          securities held in the Fund shall be deposited with the United States
          Department of the Treasury or a Federal Reserve Bank or other
          depository in the same account as any individual property of the
          Trustee, and provided, further, that the books and records of the
          Trustee shall at all times show that all such securities are part of
          the Trust Fund;

     (13) To settle, compromise or submit to arbitration any claims, debts or
          damages due or owing to or from the Trust, respectively, to commence
          or defend suits or legal proceedings to protect any interest of the
          Trust, and to represent the Trust in all suits or legal proceedings in
          any court or before any other body or tribunal; provided, however,
          that the Trustee shall not be required to take any such action unless
          it shall have been indemnified by the Company to its reasonable
          satisfaction against liability or expenses it might incur therefrom;

     (14) To hold and retain policies of life insurance, annuity contracts, and
          other property of any kind which policies are contributed to the Trust
          by the Company or any subsidiary of the Company or are purchased by
          the Trustee;

     (15) To hold any other class of assets which may be contributed by the
          Company and that is deemed reasonable by the Trustee, unless expressly
          prohibited herein;

     (16) To loan any securities at any time held by it to brokers or dealers
          upon such security as may be deemed advisable, and during the terms of
          any such loan to permit the loaned securities to be transferred into
          the name of and voted by the borrower or others; and

     (17) Generally, to do all acts, whether or not expressly authorized, that
          the Trustee may deem necessary or desirable for the protection of the
          Fund.

                                       8
<PAGE>

(c)  Prior to a Change of Control, the Company shall have the right, subject to
     this Section, to direct the Trustee with respect to investments.  Absent
     any such direction, the Trustee shall continue the investment of the Fund
     as provided in this section.

     (1)  The Company may at any time direct the Trustee to segregate all or a
          portion of the Fund in a separate investment account or accounts and
          may appoint one or more investment managers and/or an investment
          committee established by the Company to direct the investment and
          reinvestment of each such investment account or accounts.  In such
          event, the Company shall notify the Trustee of the appointment of each
          such investment manager and/or investment committee.  No such
          investment manager shall be related, directly or indirectly, to the
          Company, but members of the investment committee may be employees of
          the Company.

     (2)  Thereafter, the Trustee shall make every sale or investment with
          respect to such investment account as directed in writing by the
          investment manager or investment committee.  It shall be the duty of
          the Trustee to act strictly in accordance with each direction.  The
          Trustee shall be under no duty to question any such direction of the
          investment manager or investment committee, to review any securities
          or other property held in such investment account or accounts acquired
          by it pursuant to such directions or to make any recommendations to
          the investment manager or investment committee with respect to such
          securities or other property.

     (3)  Notwithstanding the foregoing, the Trustee, without obtaining prior
          approval or direction from an investment manager or investment
          committee, shall invest cash balances held by it from time to time in
          short term cash equivalents including, but not limited to, through the
          medium of any short term common, collective or commingled trust fund
          established and maintained by the Trustee subject to the instrument
          establishing such trust fund, U.S. Treasury Bills, commercial paper
          (including such forms of commercial paper as may be available through
          the Trustee's Trust Department), certificates of deposit (including
          certificates issued by the Trustee in its separate corporate
          capacity), and similar type securities, with a maturity not to exceed
          one year; and, furthermore, sell such short term investments as may be
          necessary to carry out the instructions of an investment manager or
          investment committee regarding more permanent type investment and
          directed distributions.

     (4)  The Trustee shall neither be liable nor responsible for any loss
          resulting to the Fund by reason of any sale or purchase of an
          investment directed by an investment manager or investment committee
          nor by reason of the failure to take any action with respect to any
          investment which was acquired pursuant to any such direction in the
          absence of further directions of such investment manager or investment
          committee.

     (5)  Notwithstanding anything in this Agreement to the contrary, the
          Trustee shall be indemnified and saved harmless by the Company from
          and against any and all

                                       9
<PAGE>

          personal liability to which the Trustee may be subjected by carrying
          out any directions of an investment manager or investment committee
          issued pursuant hereto or for failure to act in the absence of
          directions of the investment manager or investment committee including
          all expenses reasonably incurred in its defense in the event the
          Company fails to provide such defense; provided, however, the Trustee
          shall not be so indemnified if it participates knowingly in, or
          knowingly undertakes to conceal, an act or omission of an investment
          manager or investment committee, having actual knowledge that such act
          or omission is a breach of a fiduciary duty; provided further,
          however, that the Trustee shall not be deemed to have knowingly
          participated in or knowingly undertaken to conceal an act or omission
          of an investment manager or investment committee with knowledge that
          such act or omission was a breach of fiduciary duty by merely
          complying with directions of an investment manager or investment
          committee or for failure to act in the absence of directions of an
          investment manager or investment committee. The Trustee may rely upon
          any order, certificate, notice, direction or other documentary
          confirmation purporting to have been issued by the investment manager
          or investment committee which the Trustee believes to be genuine and
          to have been issued by the investment manager or investment committee.
          The Trustee shall not be charged with knowledge of the termination of
          the appointment of any investment manager or investment committee
          until it receives written notice thereof from the Company.

(d)  Following a Change of Control, the Trustee shall have the sole and absolute
     discretion in the management of the Trust assets and shall have all the
     powers set forth under Section 6(b).  In investing the Trust assets, the
     Trustee shall consider:

     (1)  the needs of the Plan;

     (2)  the need for matching of the Trust assets with the liabilities of the
          Plan; and

     (3)  the duty of the Trustee to act solely in the best interests of the
          Participants and their Beneficiaries.

(e)  The Trustee shall have the right, in its sole discretion, to delegate its
     investment responsibility to an investment manager who may be an affiliate
     of the Trustee.  In the event the Trustee shall exercise this right, the
     Trustee shall remain, at all times responsible for the acts of an
     investment manager.  The Trustee shall have the right to purchase an
     insurance policy or an annuity to fund the benefits of the Plan.

(f)  Prior to a Change of Control, the Company shall have the right at any time,
     and from time to time in its sole discretion, to substitute assets of equal
     fair market value for any asset held by the Trust.  This right is
     exercisable by the Company in a nonfiduciary capacity without the approval
     or consent of any person in a fiduciary capacity.

                                       10
<PAGE>

Section 7.  Insurance Contracts
            -------------------

(a)  To the extent that the Trustee is directed by the Company prior to a Change
     of Control to make payments from part or all of the Trust Fund in insurance
     contracts, the type and amount thereof shall be specified by the Company.
     The Trustee shall be under no duty to make inquiry as to the propriety of
     the type or amount so specified.

(b)  Each insurance contract issued shall provide that the owner thereof shall
     have the power to exercise all rights, privileges, options and elections
     granted by or permitted under such contract or under the rules of the
     insurer.

(c)  The Trustee shall have no power to name a beneficiary of the policy to
     assign the policy (as distinct from conversion of the policy to a different
     form), or to loan to any person the proceeds of any borrowing against such
     an insurance policy.

(d)  No insurer shall be deemed to be a party to the Trust and an insurer's
     obligations shall be measured and determined solely by the terms of
     contracts and other agreements executed by the insurer.

Section 8.  Disposition Of Income
            ---------------------

(a)  Prior to a Change of Control, all income received by the Trust, net of
     expenses and taxes, may be returned to the Company or accumulated and
     reinvested within the Trust at the direction of the Company.

(b)  Following a Change of Control, all income received by the Trust, net of
     expenses and taxes, shall be accumulated and reinvested within the Trust.

Section 9.  Accounting By The Trustee
            -------------------------

The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee within forty-five (45) days following the close of each
calendar year and within forty-five (45) days after the removal or resignation
of the Trustee.  The Trustee shall deliver to the Company a written account of
its administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation
setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year or
as of the date of such removal or resignation, as the case may be.  The Company
may approve such written account by an instrument in writing delivered to the
Trustee.  In the absence of the Company's filing with the Trustee objections to
any such written account within ninety (90) days after its receipt, the Company
shall be deemed to have so approved such written account.  In such case, or upon
the written approval by the Company of any such written account, the Trustee
shall, to the extent permitted by law, be discharged from all liability to the
Company for its acts or failures to act described by such written account.  The

                                       11
<PAGE>

foregoing, however, shall not preclude the Trustee from having its accounting
settled by a court of competent jurisdiction.

Section 10.  Responsibility Of The Trustee
             -----------------------------

(a)  The Trustee shall act with the care, skill, prudence and diligence under
     the circumstances then prevailing that a prudent person acting in like
     capacity and familiar with such matters would use in the conduct of an
     enterprise of a like character and with like aims, provided, however, that
     the Trustee shall incur no liability to any person for any action taken
     pursuant to a direction, request or approval given by the Company which is
     contemplated by, and in conformity with, the terms of the Plan or this
     Trust Agreement and is given in writing by the Company.  In the event of a
     dispute between the Company and a party, the Trustee may apply to a court
     of competent jurisdiction to resolve the dispute, subject, however to
     Section 2(d) hereof.

(b)  The Company hereby indemnifies the Trustee against losses, liabilities,
     claims, costs and expenses in connection with the administration of the
     Trust, unless resulting from the gross negligence or misconduct of Trustee.
     To the extent the Company fails to make any payment on account of an
     indemnity provided in this Section 10(b), in a reasonably timely manner,
     the Trustee may obtain payment from the Trust.  If the Trustee undertakes
     or defends any litigation arising in connection with this Trust or to
     protect a Participant's or Beneficiary's rights under the Plan, the Company
     agrees to indemnify the Trustee against the Trustee's costs, reasonable
     expenses and liabilities (including, without limitation, attorneys' fees
     and expenses) relating thereto and to be primarily liable for such
     payments.  If the Company does not pay such costs, expenses and liabilities
     in a reasonably timely manner, the Trustee may obtain payment from the
     Trust.

(c)  Prior to a Change of Control, the Trustee may consult with legal counsel
     (who may also be counsel for the Company generally) with respect to any of
     its duties or obligations hereunder.  Following a Change of Control the
     Trustee shall select legal counsel independent from the Company's counsel
     and may consult with counsel or other experts with respect to its duties
     and with respect to the rights of Participants or their Beneficiaries under
     the Plan.

(d)  The Trustee may hire agents, accountants, actuaries, investment advisors,
     financial consultants or other professionals to assist it in performing any
     of its duties or obligations hereunder and may rely on any determinations
     made by such agents and information provided to it by the Company.

(e)  The Trustee shall have, without exclusion, all powers conferred on the
     Trustee by applicable law, unless expressly provided otherwise herein.

(f)  Notwithstanding any powers granted to the Trustee pursuant to this Trust
     Agreement or to applicable law, the Trustee shall not have any power that
     could give this Trust the objective of carrying on a business and dividing
     the gains therefrom.

                                       12
<PAGE>

Section 11.  Compensation And Expenses Of The Trustee
             ----------------------------------------

The Trustee's compensation shall be as agreed in writing from time to time by
the Company and the Trustee.  The Company shall pay all administrative expenses
and the Trustee's fees and shall promptly reimburse the Trustee for any fees and
expenses of its agents or such other costs as the Trustee is entitled to incur
hereunder.  If not so paid, the fees and expenses shall be paid from the Trust.

Section 12.  Resignation And Removal Of The Trustee
             --------------------------------------

(a)  Prior to a Change of Control, the Trustee may resign at any time by written
     notice to the Company, which shall be effective sixty (60) days after
     receipt of such notice unless the Company and the Trustee agree otherwise.
     Following a Change of Control, if the Trustee resigns, the resignation
     shall only be effective after the appointment of a successor Trustee.

(b)  The Trustee may be removed by the Company on sixty (60) days notice or upon
     shorter notice accepted by the Trustee prior to a Change of Control.
     Subsequent to a Change of Control, the Trustee may only be removed by the
     Company with the consent of a majority of the Participants, after they have
     been informed of the identity of a successor trustee.

(c)  If the Trustee resigns within two years after a Change of Control, and if
     the Company fails to act under Section 10(e) below within a reasonable
     period of time following such resignation, the Trustee shall apply to a
     court of competent jurisdiction for the appointment of a successor Trustee
     or instructions.

(d)  Upon resignation or removal of the Trustee and appointment of a successor
     Trustee, all assets shall subsequently be transferred to the successor
     Trustee.  The transfer shall be completed within sixty (60) days after
     receipt of notice of resignation, removal or transfer, unless the Company
     extends the time limit.

(e)  If the Trustee resigns or is removed, a successor shall be appointed by the
     Company, in accordance with Section 13 hereof, by the effective date of
     resignation or removal under Sections 10(a) or 10(b) above.  If no such
     appointment has been made, the Trustee may apply to a court of competent
     jurisdiction for appointment of a successor or for instructions.  All
     expenses of the Trustee in connection with the proceeding shall be allowed
     as administrative expenses of the Trust.

Section 13.  Appointment Of Successor
             ------------------------

(a)  If the Trustee resigns or is removed in accordance with Section 12 hereof,
     the Company may appoint, subject to Section 12, another bank, not an
     affiliate of the Company or any other grantor, any third party national
     banking association with a market capitalization exceeding $100,000,000 to
     replace the Trustee upon resignation or removal.  The successor Trustee
     shall have all of the rights and powers of the former Trustee, including

                                       13
<PAGE>

     ownership rights in the Trust.  The former Trustee shall execute any
     instrument necessary or reasonably requested by the Company or the
     successor Trustee to evidence the transfer.

(b)  The successor Trustee need not examine the records and acts of any prior
     Trustee and may retain or dispose of existing Trust assets, subject to
     Sections 8 and 9 hereof.  The successor Trustee shall not be responsible
     for and the Company shall indemnify and defend the successor Trustee from
     any claim or liability resulting from any action or inaction of any prior
     Trustee or from any other past event, or any condition existing at the time
     it becomes successor Trustee.

Section 14.  Amendment Or Termination
             ------------------------

(a)  Prior to a Change of Control, this Trust Agreement may be amended by a
     written instrument executed by the Trustee and the Company.
     Notwithstanding the foregoing, no such amendment shall conflict with the
     terms of the Plan or shall make the Trust revocable after it has become
     irrevocable in accordance with Section 1 hereof.

(b)  The Trust shall not terminate until the date on which all insurance
     premiums listed on the schedule referred to in Section 2(c)(1) have been
     paid or otherwise satisfied, and any payments required under Section
     2(c)(3) are completed, or until the Company terminates the Trust (if prior
     to a Change of Control).

(c)  Prior to a Change of Control, the Company may terminate this Trust at any
     time, including prior to the time all benefit payments under the Plan have
     been made.  All assets in the Trust at termination shall be returned to the
     Company.

(d)  This Trust Agreement may not be amended or terminated by the Company for
     seven (7) years following a Change of Control without the written consent
     of a majority of the Participants except, if in the opinion of counsel
     satisfactory to the Trustee, such amendment is necessary to maintain the
     tax status of this Trust or the inapplicability of ERISA to this Trust.

Section 15.  Change Of Control
             -----------------

(a)  For purposes of this Trust, the following terms shall be defined as set
     forth below:

     (1)  "Potential Change of Control" shall mean the occurrence of any one of
          the following events:

          (i)   the purchase or other acquisition by any Person of Beneficial
                Ownership of five percent (5%) or more of either the outstanding
                shares of common stock or the combined voting power of the
                Company's then outstanding voting securities entitled to vote
                generally; provided, however, the purchase or other acquisition
                by any employee benefit plan (or related trust) sponsored or
                maintained by - (I) Equifax Inc. (to the extent the

                                       14
<PAGE>

                acquisition occurs as part of the initial distribution of
                Company shares on Equifax Inc. shares held by the plan), (II)
                the Company, or (III) any Subsidiary of the Company, shall be
                disregarded for purposes of this Section 15(a)(1)(i);

          (ii)  the announcement by any person of an intention to take actions
                which might reasonably result in a Change of Control of the
                Company;

          (iii) the issuance of a proxy statement by the Company with respect
                to an election of directors for which there is proposed one or
                more directors who are not recommended by the Board of Directors
                of the Company or its nominating committee, where the election
                of such proposed director or directors would result in a Change
                of Control; or

          (iv)  submission to the Incumbent Board (as defined below) of
                nominations which, if approved, would change the Executive
                Officer configuration of the Company (at the Executive Vice
                President level and above) by fifty percent (50%) or more.

     (2)  "Change of Control" shall mean the occurrence of any one of the
          following events:

          (i)   Voting Stock Accumulations.  The accumulation by any Person of
                --------------------------
                Beneficial Ownership of twenty percent (20%) or more of the
                combined voting power of the Company's Voting Stock; provided
                that for purposes of this Section15(a)(2)(i), a Change of
                Control will not be deemed to have occurred if the accumulation
                of twenty percent (20%) or more of the voting power of the
                Company's Voting Stock results from any acquisition of Voting
                Stock (I) directly from the Company that is approved by the
                Incumbent Board, (II) by the Company, (III) by any employee
                benefit plan (or related trust) sponsored or maintained by the
                Company or any Subsidiary, or (IV) by any Person pursuant to a
                Business Combination that complies with all of the provisions of
                clauses (I), (II) and (III) of Section 15(a)(2)(ii);

          (ii)  Business Combinations.  The consummation of a Business
                ---------------------
                Combination, unless, immediately following that Business
                Combination, (I) all or substantially all of the Persons who
                were the beneficial owners of Voting Stock of the Company
                immediately prior to that Business Combination beneficially own,
                directly or indirectly, more than sixty-six and two-thirds
                percent (66-2/3%) of the then outstanding shares of common stock
                and the combined voting power of the then outstanding voting
                securities entitled to vote generally in the election of
                directors of the entity resulting from that Business Combination
                (including, without limitation, an entity that as a result of
                that transaction owns the Company or all or substantially all of
                the Company's assets either directly or through one or

                                       15
<PAGE>

                more subsidiaries) in substantially the same proportions
                relative to each other as their ownership, immediately prior to
                that Business Combination, of the Voting Stock of the Company,
                (II) no Person (other than the Company, that entity resulting
                from that Business Combination, or any employee benefit plan (or
                related trust) sponsored or maintained by the Company, any
                Eighty Percent (80%) Subsidiary or that entity resulting from
                that Business Combination) beneficially owns, directly or
                indirectly, twenty percent (20%) or more of the then outstanding
                shares of common stock of the entity resulting from that
                Business Combination or the combined voting power of the then
                outstanding voting securities entitled to vote generally in the
                election of directors of that entity, and (III) at least a
                majority of the members of the Board of Directors of the entity
                resulting from that Business Combination were members of the
                Incumbent Board at the time of the execution of the initial
                agreement or of the action of the board providing for that
                Business Combination;

          (iii) Sale of Assets.  A sale or other disposition of all or
                --------------
                substantially all of the assets of the Company; or

          (iv)  Liquidation or Dissolutions.  Approval by the shareholders of
                ---------------------------
                the Company of a complete liquidation or dissolution of the
                Company, except pursuant to a Business Combination that complies
                with all of the provisions of clauses (I), (II) and (III) of
                Section 15(a)(2)(ii).

For purposes of this Section 15(a), the following definitions will apply:

     "Beneficial Ownership" means beneficial ownership as that term is used in
     Rule 13d-3 promulgated under the Exchange Act.

     "Business Combination" means a reorganization, merger or consolidation of
     the Company.

     "Eighty Percent (80%) Subsidiary" means an entity in which the Company
     directly or indirectly beneficially owns eighty percent (80%) or more of
     the outstanding Voting Stock.

     "Exchange Act" means the Securities Exchange Act of 1934, including
     amendments, or successor statutes of similar intent.

     "Incumbent Board" means a Board of Directors at least a majority of whom
     consist of individuals who either are (a) members of the Company's Board of
     Directors as of the day after the spinoff of the Company from Equifax Inc.
     becomes effective or (b) members who become members of the Company's Board
     of Directors subsequent to said date whose election, or nomination for
     election by the Company's shareholders, was approved by a vote of at least
     two-thirds (2/3) of the directors then comprising the Incumbent Board
     (either by a specific vote or by approval of the proxy statement of the

                                       16
<PAGE>

     Company in which that person is named as a nominee for director, without
     objection to that nomination), but excluding, for that purpose, any
     individual whose initial assumption of office occurs as a result of an
     actual or threatened election contest (within the meaning of Rule 14a-11 of
     the Exchange Act) with respect to the election or removal of directors or
     other actual or threatened solicitation of proxies or consents by or on
     behalf of a Person other than the Board of Directors.

     "Person" means any individual, entity or group (within the meaning of
     Section 13(d)(3) or 14(d)(2) of the Exchange Act).

     "Subsidiary" means an entity more than fifty percent (50%) of whose equity
     interests are owned directly or indirectly by the Company.

     "Voting Stock" means the then outstanding securities of an entity entitled
     to vote generally in the election of members of that entity's Board of
     Directors.

For purposes of this Section 15(a), the Incumbent Board, by a majority vote,
shall have the power to determine on the basis of information known to them (a)
the number of shares beneficially owned by any person, entity or group; (b)
whether there exists an agreement, arrangement or understanding with another as
to matters referred to in this Section 15(a); and (c) such other matters with
respect to which a determination is necessary under this Section 15(a).

(b)  The General Counsel of the Company shall have the specific authority to
     determine whether a Potential Change of Control or Change of Control has
     transpired under the guidance of this Section 15(a) and shall be required
     to give the Trustee notice of a Change of Control or Potential Change of
     Control.  The Trustee shall be entitled to rely upon such notice, but if
     the Trustee receives notice of a Potential Change of Control or Change of
     Control from another source, the Trustee shall be required to make its own
     independent determination.

Section 16.  Miscellaneous
             -------------

(a)  Any provision of this Trust Agreement prohibited by law shall be
     ineffective to the extent of any such prohibition, without invalidating the
     remaining provisions hereof.

(b)  The Company hereby represents and warrants that the Plan has been
     established, maintained and administered in accordance with all applicable
     law, including without limitation, ERISA.  The Company hereby indemnifies
     and agrees to hold the Trustee harmless from all liabilities, including
     attorney's fees, relating to or arising out of the establishment,
     maintenance and administration of the Plan.  To the extent the Company does
     not pay any of such liabilities in a reasonably timely manner, the Trustee
     may obtain payment from the Trust.

(c)  Benefits payable to Participants and their Beneficiaries under this Trust
     Agreement may not be anticipated, assigned (either at law or in equity),
     alienated, pledged, encumbered

                                       17
<PAGE>

     or subjected to attachment, garnishment, levy, execution or other legal or
     equitable process.

(d)  This Agreement is binding upon the successors and assigns of the Company
     and the Trustee.

(e)  This Trust Agreement shall be governed by and construed in accordance with
     the laws of North Carolina.

  IN WITNESS WHEREOF, this Grantor Trust Agreement has been executed on behalf
of the parties hereto on the day and year first above written.


                                           CERTEGY INC.



                                           By:
                                              ----------------------------
                                           Name:
                                           Title:


                                           WACHOVIA BANK, N.A.




                                           By:
                                              ----------------------------
                                           Name:
                                           Title:

                                       18