<PAGE>
             THE PER-SE TECHNOLOGIES, INC. DEFERRED STOCK UNIT PLAN
                                TRUST AGREEMENT


This Agreement made as of May 1, 2002, by and between Per-Se Technologies, Inc.
(the "Company") and Merrill Lynch Trust Company, FSB, (the "Trustee");

WHEREAS, the Company has adopted the Deferred Stock Unit Plan identified above
(the "Plan");

WHEREAS, the Company has incurred or expects to incur liability under the terms
of such Plan with respect to the individuals participating in such Plan;

WHEREAS, the Company wishes to establish a trust (the "Trust") and to
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 paid to Plan participants and their beneficiaries in such
manner and at such times as specified in the Plan;

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 purpose of Title I of
the Employee Retirement Income Security Act of 1974; and,

WHEREAS, it is the intention of the Company to make contributions to the Trust
to provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plan.

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 TRUST

         (a)      DEPOSIT OF FUNDS. The Company hereby deposits with the
Trustee in trust such cash and/or marketable securities, if any, listed in
Appendix A, which shall become the principal of the Trust to be held,
administered and disposed of by the Trustee as provided in this Trust
Agreement.

         (b)      IRREVOCABILITY. The Trust hereby established shall be
irrevocable.

         (c)      GRANTOR TRUST. 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.

         (d)      TRUST ASSETS. The principal of the Trust, and any earnings
thereon, shall be held separate and apart from other funds of the Company and
shall be used exclusively for the uses and purposes of Plan participants and
general creditors as herein set forth. Plan 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 mere unsecured contractual rights of Plan
participants and their beneficiaries against the Company. Any assets held by
the Trust will be subject to the claims of the Company's general creditors
under federal and state law in the event of Insolvency, as, as defined in
Section 3(a) herein.

         (e)      ADDITIONAL DEPOSITS. The Company, in its sole discretion, may
at any time, or from time to time, make additional deposits of cash or other
property in trust with the Trustee to augment

<PAGE>


the principal to be held, administered and disposed of by the Trustee as
provided in this Trust Agreement. Neither the Trustee nor any Plan participant
or beneficiary shall have any right to compel such additional deposits.

         (f)      ACCEPTANCE OF ADDITIONAL DEPOSITS. The Trustee shall not be
obligated to receive such cash and/or property unless prior thereto the Trustee
has agreed that such cash and/or property is acceptable to the Trustee and the
Trustee has received such reconciliation, allocation, investment or other
information concerning, or representation with respect to, the cash and/or
property as the Trustee may require. The Trustee shall have no duty or
authority to (i) require any deposits to be made under the Plan or to the
Trustee; (ii) compute any amount to be deposited under the Plan to the Trustee;
or (iii) determine whether amounts received by the Trustee comply with the
Plan. Assets of the Trust may, in the Trustee's discretion, be held in an
account with an affiliate of the Trustee.

SECTION 2.        PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

         (a)      PAYMENT OF BENEFITS BY TRUSTEE. With respect to each Plan
participant, the Company shall deliver to the Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of the participant
(and his or her beneficiaries), that provides a formula or other instructions
acceptable to the Trustee for determining the amounts so payable, the form in
which such amounts are to be paid (as provided for or available under the
Plan), and the time of commencement for payment of such amounts. The Payment
Schedule shall be delivered to the Trustee not fewer than fifteen (15) business
days prior to the first date on which a payment is to be made to the Plan
participant. Any change to a Payment Schedule shall be delivered to the Trustee
not fewer than fifteen (15) days prior to the date on which the first payment
is to be made in accordance with the changed Payment Schedule. Except as
otherwise provided herein, the Trustee shall make payments to Plan participants
and their beneficiaries in accordance with such Payment Schedule. The Trustee
shall make provisions for the reporting and withholding of any federal, state
or local taxes that may be required to be withheld with respect to the payment
of benefits pursuant to the terms of the Plan and shall pay amounts withheld to
the appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by the Company, it being understood among the
parties hereto that (i) the Company shall on a timely basis provide the Trustee
specific information as to the amount of taxes to be withheld and (ii) the
Company shall be obligated to receive such withheld taxes from the Trustee and
properly pay and report such amounts to the appropriate taxing authorities.

         (b)      ENTITLEMENT TO BENEFITS. The entitlement of a Plan
participant or his or her beneficiaries to benefits under the Plan shall be
determined by the Company or such party as it shall designate under the Plan,
and any claim for such benefits shall be considered and reviewed under the
procedures set out in the Plan.

         (c)      PAYMENT OF BENEFITS BY COMPANY. The Company may make payment
of benefits directly to Plan participants or their beneficiaries as they become
due under the terms of the Plan. The Company shall notify the Trustee of its
decision to make payment of benefits directly prior to the time amounts are
payable to participants or their beneficiaries. In addition, if the principal
of the Trust, and any earnings thereon, are not sufficient to make payments of
benefits in accordance with the terms of the Plan, the Company shall make the
balance of each payment as it falls due. The Trustee shall notify the Company
where principal and earnings are not sufficient.


                                       2
<PAGE>


(d)      NO DUTY TO DETERMINE SUFFICIENCY. The Trustee shall have no
responsibility to determine whether the Trust is sufficient to meet the
liabilities under the Plan, and shall not be liable for payments or Plan
liabilities in excess of the value of the Trust's assets.

SECTION 3.        TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
                  BENEFICIARY WHEN THE COMPANY IS INSOLVENT

         (a)      INSOLVENCY. The Trustee shall cease payment of benefits to
Plan participants and their beneficiaries 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, or (ii) the
Company is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.

         (b)      NOTICE OF INSOLVENCY. At all times during the continuance of
this Trust, as provided in Section 1(d) hereof, 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.

                  (i)      The Board of Directors and the Chief Executive
         Officer of the Company (or, if there is no Chief Executive Officer,
         the highest ranking officer) shall have the duty to inform the Trustee
         in writing of the Company's Insolvency. 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 benefits to Plan participants or their
         beneficiaries.

                  (ii)     Unless the Trustee has actual knowledge of the
         Company's Insolvency, 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.

                  (iii)    If at any time the Trustee has determined that the
         Company is Insolvent, the Trustee shall discontinue payments to Plan
         participants or their beneficiaries 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 Plan
         participants or their beneficiaries to pursue their rights as general
         creditors of the Company with respect to benefits due under the Plan
         or otherwise.

                  (iv)     The Trustee shall resume the payment of benefits to
         Plan participants or their beneficiaries 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).


                                       3
<PAGE>


         (c)      AMOUNT OF PAYMENTS AFTER INSOLVENCY. Provided that there are
sufficient assets, if the Trustee discontinues the payment of benefits 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 Plan participants or their beneficiaries under
the terms of the Plan for the period of such discontinuance, less the aggregate
amount of any payments made to Plan participants provided for hereunder during
any such period of discontinuance, provided that the Company has given the
Trustee the information with respect to such payments made during the period of
discontinuance prior to resumption of payments by the Trustee.

SECTION 4.        PAYMENTS TO THE COMPANY

         Except as provided in Section 3 hereof, since the Trust is
irrevocable, in accordance with Section 1(b) hereof, 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 benefits have been made to
Plan participants and their beneficiaries pursuant to the terms of the Plan.

SECTION 5.        INVESTMENT AUTHORITY

         (a)      INVESTMENT OF PRINCIPAL AND INTEREST. The Trustee shall
invest and reinvest the principal and income of the Trust pursuant to written
directions provided by the Company to the Trustee, provided that such
directions are consistent with this Trust Agreement and are acceptable to the
Trustee, which directions may be changed from time to time, all in accordance
with procedures established by the Trustee. The Trustee may limit the
categories of assets in which the Trust may be invested.

         (b)      VOTING RIGHTS. The Trustee may invest in securities
(including stock or rights to acquire stock) or obligations issued by the
Company. All rights associated with assets of the Trust shall be exercised by
the Trustee or the person designated by the Trustee, and shall in no event be
exercised by or rest with Plan participants, except that voting rights with
respect to Trust assets will be exercised by the Company, unless an investment
adviser has been appointed pursuant to Section 5(d) and voting authority has
been delegated to such investment adviser.

         (c)      SUBSTITUTION OF ASSETS. 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
exercised by the Company in a nonfiduciary capacity without the approval or
consent of any person in a fiduciary capacity.

         (d)      APPOINTMENT OF INVESTMENT MANAGER. The Company may appoint
one or more investment managers, including any entities affiliated with the
Trustee, who shall have the power to manage, acquire, or dispose of such
portion of the assets of the Trust as the Company shall determine subject to
the following:

                  (i)      An investment manager shall act in accordance with
         the provisions of an investment management agreement entered into
         between it and the Company, an executed copy of which investment
         management agreement shall be filed with the Trustee;

                  (ii)     Each such investment manager must be registered as
         an investment adviser under the investment Advisers Act of 1940, and
         shall provide investment advice on a discretionary or nondiscretionary
         basis with respect to that portion of the assets of the


                                       4
<PAGE>


         Trust as the Company shall specify from time to time by written
         direction(s) to the Trustee;

                  (iii)    The indicia of ownership of the assets of the Trust
         shall be held by the Trustee at all times;

                  (iv)     Any entity affiliated with the Trustee may act as
         broker or dealer to execute transactions, including the purchase of
         any securities directly distributed, underwritten, or issued by an
         entity affiliated with the Trustee, at standard commission rates,
         mark-ups or concessions, and to provide other management or investment
         services with respect to such trust, including the custody of assets;

                  (v)      Any direction given to the Trustee by an investment
         manager shall be given in writing or given orally and confirmed in
         writing as soon as practicable. Alternatively, an investment manager
         may provide investment instructions directly to the broker or dealer
         and receipt by the Trustee of a confirmation of the transaction from
         the broker or dealer shall be conclusive evidence of such
         transactions. In either case, the Trustee shall have the authority
         within 24 hours of receipt of such direction from the investment
         manager or confirmation of a transaction to instruct the investment
         manager to rescind the transaction if the Trustee finds that the
         investment is inconsistent with its operational or administrative
         requirements; and

                  (vi)     The Trustee may pay any such investment manager for
         any such services from the assets at the Trust without reduction for
         any fees or compensation paid to the Trustee for its services as
         trustee.

         Notwithstanding any other provision of the Agreement, with respect to
the investment of the assets of the Trust managed by an investment manager, the
Trustee shall have only the duty to follow the directions of the investment
manager and the Trustee shall not be liable to anyone:

                  (I)      for an act or omission of the investment manager
         with respect to the investment of such assets;

                  (II)     for failing to act with respect to the investment of
         such assets absent direction from the investment manager; or

                  (III)    for failing to invest, periodically review or
         otherwise deal with the investment of such assets.

         In the event the Company is Insolvent for purposes of Section 3 and
the Company fails to provide effective investment instructions to the Trustee
as provided in Section 5(a), the Trustee may appoint one or more investment
advisers who are registered as investment advisers under the Investment
Advisers Act of 1940, who may be affiliates of the Trustee, to provide
investment advice on a discretionary or non-discretionary basis with respect to
all or a specified portion of the assets of the Trust.

         (e)      POWERS OF TRUSTEE. Subject to Section 5(a), the Trustee, or
the Trustee's designee, is authorized and empowered:

                  (i)      To invest and reinvest Trust assets, together with
         the income therefrom, in common stock, preferred stock, convertible
         preferred stock, bonds, debentures, convertible debentures and bonds,
         mortgages, notes, commercial paper and other


                                       5
<PAGE>


         evidences of indebtedness (including those issued by the Trustee),
         shares of mutual funds (which funds may be sponsored, managed or
         offered by an affiliate of the Trustee), guaranteed investment
         contracts, bank investment contracts, other securities, policies of
         life insurance, annuity contracts, options, options to buy or sell
         securities or other assets, and all other property of any type
         (personal, real or mixed, and tangible or intangible);

                  (ii)     To deposit or invest all or any part of the assets
         of the Trust in savings accounts or certificates of deposit or other
         deposits in a bank or savings and loan association or other depository
         institution, including the Trustee or any of its affiliates, provided
         with respect to such deposits with the Trustee or an affiliate the
         deposits bear a reasonable interest rate;

                  (iii)    To hold, manage, improve, repair and control all
         property, real or personal, forming part of the Trust; to sell,
         convey, transfer, exchange, partition, lease for any term, even
         extending beyond the duration of this Trust, and otherwise dispose of
         the same from time to time;

                  (iv)     To hold in cash, without liability for interest,
         such portion of the Trust as is pending investments, or payment of
         expenses, or the distribution of benefits;

                  (v)      To take such actions as may be necessary or
         desirable to protect the Trust from loss due to the default on
         mortgages held in the Trust including the appointment of agents or
         trustees in such other jurisdictions as may seem desirable, to
         transfer property to such agents or trustees, to grant to such agents
         such powers as are necessary or desirable to protect the Trust, to
         direct such agent or trustee, or to delegate such power to direct, and
         to remove such agent or trustee;

                  (vi)     To settle, compromise or abandon all claims and
         demands in favor of or against the Trust;

                  (vii)    To exercise all of the further rights, powers,
         options and privileges granted, provided for, or vested in trustees
         generally under the laws of the state in which the Trustee has its
         principal place of business so that the powers conferred upon the
         Trustee herein shall not be in limitation of any authority conferred
         by law, but shall be in addition thereto;

                  (viii)   To borrow money from any source and to execute
         promissory notes, mortgages or other obligations and to pledge or
         mortgage any trust assets as security; and


                                       6
<PAGE>


                  (ix)     To maintain accounts at, execute transactions
         through, and lend on an adequately secured basis, stocks, bonds or
         other securities, to any brokerage or other firm, including any firm
         which is an affiliate of the Trustee.

SECTION 6.        ADDITIONAL POWERS OF THE TRUSTEE

         To the extent necessary or which it deems appropriate to implement its
powers under Section 5 or otherwise to fulfill any of its duties and
responsibilities as the Trustee of the Trust, the Trustee shall have the
following additional powers and authority:

         (a)      To register securities, or any other property, in its name or
in the name of any nominee, including the name of any affiliate or the nominee
name designated by any affiliate, with or without indication of the capacity in
which property shall be held, or to hold securities in bearer form and to
deposit any securities or other property in a depository or clearing
corporation;

         (b)      To designate and engage the services of, and to delegate
powers and responsibilities to, such agents, representatives, advisers, counsel
and accountants as the Trustee considers necessary or appropriate, any of whom
may be an affiliate of the Trustee or a person who renders services to such an
affiliate, and, as part of its expenses under this Trust Agreement, to pay
their reasonable expenses and compensation;

         (c)      To make, execute and deliver, as the Trustee, any and all
deeds, leases, mortgages, conveyances, waivers, releases or other instruments
in writing necessary or appropriate for the accomplishment of any of the powers
listed in this Trust Agreement; and

         (d)      Generally to do all other acts which the Trustee deems
necessary or appropriate for the protection of the Trust.

SECTION 7.        DISPOSITION OF INCOME

         During the term of this Trust, all income received by the Trust, net
of expenses and taxes, shall be accumulated and reinvested.

SECTION 8.        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 90 days following the close of each
calendar year and within 90 days after 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
Trustee may satisfy its obligation under this Section 8 by rendering to the
Company monthly statements setting forth the information required by this
Section separately for the month covered by the statement.


                                       7
<PAGE>


SECTION 9.        RESPONSIBILITY AND INDEMNITY OF THE TRUSTEE

         (a)      FIDUCIARY STANDARD. 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
and this Trust and is given in writing by the Company or in such other manner
prescribed by the Trustee. The Trustee shall also incur no liability to any
person for any failure to act in the absence of direction, request or approval
from the Company which is contemplated by, and in conformity with, the terms of
this Trust. 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.

         (b)      INDEMNIFICATION OF TRUSTEE. The Company hereby indemnifies
the Trustee and each of its affiliates (collectively, the "Indemnified
Parties") against, and shall hold them harmless from, any and all loss, claims,
liability, and expense, including reasonable attorneys' fees, imposed upon or
incurred by any Indemnified Party as a result of any acts taken, or any failure
to act, in accordance with the directions from the Company or any designee of
the Company, or by reason of the Indemnified Party's good faith execution of
its duties with respect to the Trust, including, but not limited to, its
holding of assets of the Trust; provided, however, that under no circumstances
shall the Trustee be indemnified for any loss, claim, liability, or expense
which results from the Trustee's negligent performance of its duties. The
Company's obligations in the foregoing regard shall be satisfied promptly by
the Company, provided that in the event the loss, claim, liability or expense
involved is determined by a no longer appealable final judgment entered in a
lawsuit or proceeding to have resulted from the gross negligence or willful
misconduct of the Trustee, the Trustee shall promptly on request thereafter
return to the Company any amount previously received by the Trustee under this
Section with respect to such loss, claim, liability or expense. If the Company
does not pay such costs, expenses and liabilities in a reasonably timely
manner, the Trustee may obtain payment from the Trust without direction from
the Company.

         (c)      LEGAL COUNSEL. 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.

         (d)      OTHER ADVISERS. The Trustee may hire agents, accountants,
actuaries, investment advisers, financial consultants or other professionals to
assist it in performing any of its duties or obligations hereunder.

         (e)      AUTHORITY OF TRUSTEE. The Trustee shall have, without
exclusion, all powers conferred on the Trustee by applicable law, unless
expressly provided otherwise herein, provided, however, that if an insurance
policy is held as an asset of the Trust, the Trustee shall have no power to
name a beneficiary of the policy other than the Trust, to assign the policy (as
distinct from conversion of the policy to a different form) other than to a
successor Trustee, or to loan to any person the proceeds of any borrowing
against such policy.

         (f)      LOAN AGAINST INSURANCE POLICY. However, notwithstanding the
provisions of Section 9(e) above, the Trustee may loan to the Company the
proceeds of any borrowing against an insurance policy held as an asset of the
Trust.


                                       8
<PAGE>


         (g)      LIMITATION ON TRUSTEE. 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, within the meaning of Section
301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant
to the Internal Revenue Code.

SECTION 10.       COMPENSATION AND EXPENSES OF THE TRUSTEE

         The Trustee is authorized, unless otherwise agreed by the Trustee, to
withdraw from the Trust without direction from the Company the amount of its
fees in accordance with the fee schedule agreed to by the Company and the
Trustee. The Company shall pay all administrative expenses, but if not so paid,
the expenses shall be paid from the Trust.

SECTION 11.       RESIGNATION AND REMOVAL OF THE TRUSTEE

         (a)      RESIGNATION OF TRUSTEE. The Trustee may resign at any time by
written notice to the Company, which shall be effective 30 days after receipt
of such notice unless the Company and the Trustee agree otherwise.

         (b)      REMOVAL OF TRUSTEE. The Trustee may be removed by the Company
on 30 days' notice or upon shorter notice accepted by the Trustee.

         (c)      TRANSFER OF ASSETS TO SUCCESSOR.

                  (i)      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 60 days after receipt of notice of resignation, removal or
         transfer, unless the Company extends the time limit, provided that the
         Trustee is provided assurance by the Company satisfactory to the
         Trustee that all fees and expenses reasonably anticipated will be
         paid.

                  (ii)     Upon settlement of the account and transfer of the
         Trust assets to the successor Trustee, all rights and privileges under
         this Trust Agreement shall vest in the successor Trustee and all
         responsibility and liability of the Trustee with respect to the Trust
         and assets thereof shall terminate subject only to the requirement
         that the Trustee execute all necessary documents to transfer the Trust
         assets to the successor Trustee.

SECTION 12.       APPOINTMENT OF SUCCESSOR

         (a)      COMPANY APPOINTMENT OF SUCCESSOR. If the Trustee resigns or
is removed in accordance with Section 11(a) or Section 11(b), the Company may
appoint any third party, such as a bank trust department or other party that
may be granted corporate trustee powers under state law, as a successor to
replace the Trustee upon resignation or removal. The appointment shall be
effective when accepted in writing by the new Trustee, who shall have all of
the rights and powers of the former Trustee, including ownership rights in the
Trust assets. The former Trustee shall execute any instrument necessary or
reasonably requested by the Company or the successor Trustee to evidence the
transfer.

         (b)      COURT APPOINTMENT OF SUCCESSOR. If the Trustee resigns or is
removed, a successor shall be appointed, in accordance with Section 12(a)
hereof, by the effective date of resignation or removal under Section 11(a) or
Section 11(b). If no such appointment has been made, the


                                       9
<PAGE>


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.

         (c)      DUTY OF SUCCESSOR TRUSTEE. 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. 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 13.       AMENDMENT OR TERMINATION

         (a)      AMENDMENT. 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, since the Trust is irrevocable in accordance with
Section 1(b) hereof.

         (b)      TERMINATION BY COMPANY. The Trust shall not terminate until
the date on which Plan participants and their beneficiaries are no longer
entitled to benefits pursuant to the terms of the Plan. Upon termination of the
Trust any assets remaining in the Trust shall be returned to the Company.

         (c)      TERMINATION WITH PARTICIPANT APPROVAL. Upon written approval
of all participants or beneficiaries entitled to payment of benefits pursuant
to the terms of the Plan, the Company may terminate this Trust 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.

SECTION 14.       MISCELLANEOUS

         (a)      SEVERABILITY. 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)      NO ASSIGNMENT OF BENEFITS. Benefits payable to Plan
participants and their beneficiaries under this Trust Agreement may not be
anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.

         (c)      GOVERNING LAW. This Trust Agreement and its enforcement shall
be governed by and construed in accordance with the laws of the state in which
the Trustee has its principal place of business.

         (d)      SURVIVAL. The provisions of Sections 2(d), 3(b)(iii), and
9(b) of this Agreement shall survive termination of this Agreement.

         (e)      CONFLICT WITH PLAN DOCUMENT. The rights, duties,
responsibilities, obligations and liabilities of the Trustee are as set forth
in this Trust Agreement, and no provision of the Plan or any other documents
shall affect such rights, responsibilities, obligations and liabilities. If
there is a conflict between provisions of the Plan and this Trust Agreement
with respect to any subject involving the Trustee, including but not limited to
the responsibility, authority or powers of the Trustee, the provisions of this
Trust Agreement shall be controlling.


                                      10
<PAGE>


SECTION 15.       EFFECTIVE DATE

         The effective date of this Trust Agreement shall be May 1, 2002.

         IN WITNESS WHEREOF, the Company and the Trustee have executed this
Trust Agreement each by action of a duly authorized person.


MERRILL LYNCH TRUST COMPANY, FSB            PER-SE TECHNOLOGIES, INC.


By: /s/ CHERYL LOSADA                       By: /s/ PHILIP M. PEAD
    -------------------------------            --------------------------------

Name/Title: New Accounts                    Name/Title: President and CEO
            Trust Officer
Date: May 1, 2002                           Date: April 19, 2002



                                      11
<PAGE>


                                                 PER-SE TECHNOLOGIES, INC. COPY

SECTION 15.       EFFECTIVE DATE

         The effective date of this Trust Agreement shall be May 1, 2002.

         IN WITNESS WHEREOF, the Company and the Trustee have executed this
Trust Agreement each by action of a duly authorized person.

MERRILL LYNCH TRUST COMPANY, FSB             PER-SE TECHNOLOGIES, INC.


By: /s/ CHERYL LOSADA                        By: /s/ PHILIP M. PEAD
    --------------------------------            -------------------------------

Name/Title: New Accounts                     Name/Title: President and CEO
                Trust Officer
Date: May 1, 2002                            Date: April 19, 2002


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<PAGE>

                                               MERRILL LYNCH TRUST COMPANY COPY


SECTION 15.       EFFECTIVE DATE

         The effective date of this Trust Agreement shall be May 1, 2002.

         IN WITNESS WHEREOF, the Company and the Trustee have executed this
Trust Agreement each by action of a duly authorized person.


MERRILL LYNCH TRUST COMPANY, FSB              PER-SE TECHNOLOGIES, INC.


By: /s/ CHERYL LOSADA                         By: /s/ PHILIP M. PEAD
    ---------------------------------            ------------------------------

Name/Title: New Accounts                      Name/Title: President and CEO
                Trust Officer
Date: May 1, 2002                             Date: April 19, 2002


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<PAGE>


                                   APPENDIX A



Deposit of cash and/or marketable securities to the Trust:


Cash:  $
        -------------------------------

Marketable Securities:
                      -----------------


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