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                                                                     Exhibit 4.4


                     SUBSTITUTION OF SUCCESSOR RIGHTS AGENT
                    AND AMENDMENT NO. 3 TO RIGHTS AGREEMENT


         WHEREAS, as of December 16, 1997, CheckFree Corporation, a Delaware
corporation (the "Corporation"), and The Fifth Third Bank ("Fifth Third"),
entered into a Rights Agreement (the "Rights Agreement"); and

         WHEREAS, pursuant to Section 21 of the Rights Agreement, the
Corporation terminated Fifth Third as Rights Agent under the Rights Agreement
effective as of January 28, 2002; and

         WHEREAS, the Corporation has appointed Wells Fargo Bank Minnesota,
National Association, a national banking association with its principal place of
business at Minneapolis, Minnesota ("Wells Fargo"), as successor Rights Agent
under the Rights Agreement, and Wells Fargo has agreed to accept such
appointment, as of January 28, 2002;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         1. SUCCESSOR RIGHTS AGENT. Effective as of January 28, 2002, Wells
Fargo shall serve as Rights Agent under the Rights Agreement, as successor to
Fifth Third, and from and after that date shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent as of December 16, 1997, without further act or deed. Notices to Wells
Fargo with respect to its responsibilities under the Rights Agreement shall be
mailed to:

                  Wells Fargo Bank Minnesota, National Association
                  Attn:  Transfer Agent Responsible for CheckFree Corporation
                  161 North Concord Exchange
                  South St. Paul, MN  55075

         2. Wells Fargo and the Corporation hereby agree that from and after
January 28, 2002, Section 3(e) of the Rights Agreement shall be amended to read
in its entirety as follows:

                  "(e) Certificates for Common Shares issued at any time after
         the Record Date and prior to the earliest of the Distribution Date, the
         Redemption Date or the Expiration Date, shall have impressed on,
         printed on, written on or otherwise affixed to them the following
         legend:

                  This certificate also represents Rights that entitle the
         holder hereof to certain rights as set forth in a Rights Agreement by
         and between the Corporation and Wells Fargo, as Rights Agent (the
         "Rights Agreement"), the terms and conditions of which are hereby
         incorporated herein by reference and a copy of which is on file at the
         principal executive offices of the Corporation.

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                  Under certain circumstances specified in the Rights Agreement,
         such Rights will be represented by separate certificates and will no
         longer be represented by this certificate. Under certain circumstances
         specified in the Rights Agreement, Rights beneficially owned by certain
         persons may become null and void. The Corporation will mail to the
         record holder of this certificate a copy of the Rights Agreement
         without charge promptly following receipt of a written request
         therefor."

         3. Wells Fargo and the Corporation hereby agree that from and after
January 28, 2002, Section 3(f) of the Rights Agreement shall be amended to read
its entirety as follows:

                  "(f) Certificates for Common Shares issued at any time on or
         after the Distribution Date and prior to the earlier of the Redemption
         Date or the Expiration Date shall have impressed on, printed on,
         written on or otherwise affixed to them the following legend:

                           This certificate does not represent any Right issued
                  pursuant to the terms of a Rights Agreement by and between the
                  Corporation and Wells Fargo, as Rights Agent."


         IN WITNESS WHEREOF, Wells Fargo and the Corporation have executed this
agreement as of the 25th day of January, 2002.

                             WELLS FARGO BANK MINNESOTA,
                             NATIONAL ASSOCIATION



                             /s/ Claudine Anderson
                             ---------------------------
                             Claudine Anderson, Officer


                             CHECKFREE CORPORATION



                             /s/ David E. Mangum
                             -------------------------------------------------
                             David E. Mangum, Executive Vice President and
                             Chief Financial Officer