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                                                                     Exhibit 4.4

                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                               CONCORD EFS, INC.


  FIRST.  The name of the Corporation is CONCORD EFS, INC.

  SECOND.  The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is Corporation
Service Company.

  THIRD.  The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

  FOURTH.  The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 750,000,000 shares of Common Stock,
and the par value of each such share is $0.33 1/3.

  FIFTH.  The name and mailing address of the sole incorporator is as follows:

     NAME                          MAILING ADDRESS

     Daniel A. Milewic             c/o Bingham, Dana & Gould
                                   150 Federal Street
                                   Boston, Massachusetts 02110

  SIXTH.  The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for defining
and regulating the powers of the Corporation and its directors and stockholders
and are in furtherance and not in limitation of the powers conferred upon the
Corporation by statute:

          (a)  The bylaws of the Corporation may fix and alter, or provide the
          manner for fixing and altering, the number of directors constituting
          the whole Board of Directors.  In case of any vacancy on the Board or
          any increase in the number of directors constituting the whole Board,
          the vacancies shall be filled by the directors or by the stockholders
          at the time having voting power, as may be prescribed in the by-laws.
          The election of directors need not be by written ballot.

          (b)  The Board of Directors shall have the power and authority:

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               (1)  to adopt, amend or repeal by-laws of the Corporation,
          subject only to such limitation, if any, as may be from time to time
          imposed by law or by the by-laws; and

               (2)  to the full extent permitted or not prohibited by law, and
          without the consent of or other action by the stockholders, to
          authorize or create mortgages, pledges or other liens or encumbrances
          upon any or all of the assets, real, personal or mixed, and franchises
          of the Corporation, including after-acquired property, and to exercise
          all of the powers of the Corporation in connection therewith; and

               (3)  subject to any provision of the by-laws, to determine
          whether, to what extent, at what times and places and under what
          conditions and regulations the accounts, books and papers of the
          Corporation (other than the stock ledger), or any of them, shall be
          open to the inspection of the stockholders, and no stockholder shall
          have any right to inspect any account, book or paper of the
          Corporation except as conferred by statute or authorized by the by-
          laws or by the Board of Directors.

  SEVENTH.  No director of the Corporation shall be personally liable to the
Corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability; provided, however, that to the extent required from time to time by
applicable law, this Article Seventh shall not eliminate or limit the liability
of a director, to the extent such liability is provided by applicable law, (i)
for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
Title 8 of the Delaware Code, or (iv) for any transactions from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Seventh shall apply to or have any effect on the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to the effective date of such amendment or repeal.

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