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Exhibit 10.32  





Certegy Inc.
  Deferred Compensation Plan
 Master Plan Document  




      
 Effective January 1, 2003  


       
 Copyright © 2002

By Clark/Bardes Consulting, Inc.

Executive Benefits Practice

All Rights Reserved  






  



 
 

TABLE OF CONTENTS    
  



	 
	 	 
	 	Page

	ARTICLE 1	 	Definitions	 	1
	ARTICLE 2	 	Selection, Enrollment, Eligibility	 	7
	2.1	 	Selection by Committee	 	7
	2.2	 	Enrollment Requirements	 	7
	2.3	 	Eligibility; Commencement of Participation	 	7
	2.4	 	Termination of Participation and/or Deferrals	 	7
	ARTICLE 3	 	Deferral Commitments/Chief Executive Officer's Discretionary Bonus Amounts/Restricted Stock Amounts/Stock Option Gain Amounts/Vesting/Crediting/Taxes	 	7
	3.1	 	Minimum Deferrals	 	7
	3.2	 	Maximum Deferral	 	8
	3.3	 	Election to Defer; Effect of Election Form	 	9
	3.4	 	Withholding and Crediting of Annual Deferral Amounts	 	10
	3.5	 	Annual Chief Executive Officer's Discretionary Bonus Amount	 	10
	3.6	 	Annual Restricted Stock Amount	 	10
	3.7	 	Annual Stock Option Gain Amount	 	10
	3.8	 	Vesting	 	10
	3.9	 	Crediting/Debiting of Account Balances	 	11
	3.10	 	FICA and Other Taxes	 	13
	ARTICLE 4	 	Deduction Limitation	 	13
	4.1	 	Deduction Limitation on Benefit Payments	 	13
	ARTICLE 5	 	In-Service Distribution; Unforeseeable Financial Emergencies; Withdrawal Election	 	14
	5.1	 	In-Service Distribution	 	14
	5.2	 	Other Benefits Take Precedence Over In-Service Distributions	 	14
	5.3	 	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies	 	14
	5.4	 	Withdrawal Election	 	15
	ARTICLE 6	 	Change In Control Benefit	 	15
	6.1	 	Change in Control Benefit	 	15
	6.2	 	Payment of Change in Control Benefit	 	15
	ARTICLE 7	 	Retirement Benefit	 	16
	7.1	 	Retirement Benefit	 	16
	7.2	 	Payment of Retirement Benefit	 	16
	ARTICLE 8	 	Termination Benefit	 	16
	8.1	 	Termination Benefit	 	16
	8.2	 	Payment of Termination Benefit	 	17
	ARTICLE 9	 	Disability Waiver and Benefit	 	17
	9.1	 	Disability Waiver	 	17
	9.2	 	Continued Eligibility; Disability Benefit	 	17
	ARTICLE 10	 	Survivor Benefit	 	18
	10.1	 	Survivor Benefit	 	18
	10.2	 	Payment of Survivor Benefit	 	18
	ARTICLE 11	 	Beneficiary Designation	 	18
	11.1	 	Beneficiary	 	18
	11.2	 	Beneficiary Designation; Change of Beneficiary Designation	 	19
	11.3	 	Acknowledgement	 	19
	11.4	 	No Beneficiary Designation	 	19
	11.5	 	Doubt as to Beneficiary	 	19
	11.6	 	Discharge of Obligations	 	19



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	ARTICLE 12	 	Leave of Absence	 	19
	12.1  	 	Paid Leave of Absence	 	19
	12.2  	 	Unpaid Leave of Absence	 	19
	ARTICLE 13	 	Termination, Amendment or Modification	 	20
	13.1  	 	Termination	 	20
	13.2  	 	Amendment	 	20
	13.3  	 	Plan Agreement	 	21
	13.4  	 	Effect of Payment	 	21
	ARTICLE 14	 	Administration	 	21
	14.1  	 	Committee Duties	 	21
	14.2  	 	Administration Upon Change In Control	 	21
	14.3  	 	Agents	 	21
	14.4  	 	Binding Effect of Decisions	 	22
	14.5  	 	Indemnity of Committee	 	22
	14.6  	 	Employer Information	 	22
	ARTICLE 15	 	Other Benefits and Agreements	 	22
	15.1  	 	Coordination with Other Benefits	 	22
	ARTICLE 16	 	Claims Procedures	 	22
	16.1  	 	Presentation of Claim	 	22
	16.2  	 	Notification of Decision	 	22
	16.3  	 	Review of a Denied Claim	 	23
	16.4  	 	Decision on Review	 	23
	16.5  	 	Legal Action	 	23
	ARTICLE 17	 	Trust	 	24
	17.1  	 	Establishment of the Trust	 	24
	17.2  	 	Interrelationship of the Plan and the Trust	 	24
	17.3  	 	Distributions From the Trust	 	24
	ARTICLE 18	 	Miscellaneous	 	24
	18.1  	 	Status of Plan	 	24
	18.2  	 	Unsecured General Creditor	 	24
	18.3  	 	Employer's Liability	 	24
	18.4  	 	Nonassignability	 	24
	18.5  	 	Not a Contract of Employment	 	24
	18.6  	 	Furnishing Information	 	25
	18.7  	 	Terms	 	25
	18.8  	 	Captions	 	25
	18.9  	 	Governing Law	 	25
	18.10	 	Notice	 	25
	18.11	 	Successors	 	25
	18.12	 	Spouse's Interest	 	25
	18.13	 	Validity	 	25
	18.14	 	Incompetent	 	25
	18.15	 	Court Order	 	26
	18.16	 	Distribution in the Event of Taxation	 	26
	18.17	 	Insurance	 	26
	18.18	 	Legal Fees To Enforce Rights After Change in Control	 	27




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   CERTEGY INC.

DEFERRED COMPENSATION PLAN
  Effective January 1, 2003 


Purpose  


        The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the
continued growth, development and future business success of Certegy Inc., a Georgia corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax
purposes and for purposes of Title I of ERISA. 


ARTICLE 1

Definitions  


        For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 



	1.1
	"Account
Balance" shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the Chief
Executive Officer's Discretionary Bonus Account balance, (iii) the Restricted Stock Account balance, and (iv) the Stock Option Gain Account balance. The Account Balance, and each other
specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.



	1.2
	"Annual
Bonus" shall mean any compensation, in addition to Base Annual Salary, commissions and LTIP Amounts payable to a Participant during a Plan Year, under the Annual Incentive
Plan, or under any Employer's annual bonus and cash incentive plans, excluding stock options.



	1.3
	"Annual
Chief Executive Officer's Discretionary Bonus Amount" shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.



	1.4
	"Annual
Deferral Amount" shall mean that portion of a Participant's Base Annual Salary, Annual Bonus and LTIP Amounts that a Participant defers in accordance with Article 3 for
any one Plan Year. In the event of a Participant's Retirement, Disability (if deferrals cease in accordance with Section 9.1), death or a Termination of Employment prior to the end of a Plan
Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event.



	1.5
	"Annual
Installment Method" shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows:
(a) for the first annual installment, the vested Account Balance of the Participant shall be calculated as of the close of business on or around the earlier of (i) the July 1
following the date on which the Participant Retires, or (ii) the January 1 following the date on which the Participant Retires, as determined by the Committee in its sole discretion, and
(b) for remaining annual installments, the vested Account Balance of the Participant shall be calculated on every anniversary of such calculation date, as applicable. Each annual installment
shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due the Participant. By way of
example, if the Participant elects a ten (10) year Annual Installment Method, the first payment shall be 1/10 of the vested Account Balance, calculated as described in this
definition. The following year, the payment shall be 1/9 of the vested Account Balance, calculated as described in this definition. Shares of Stock that shall be distributable from the
Stock Option Gain Account 



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and
the Restricted Stock Account shall be distributable in shares of actual Stock in the same manner previously described. However, the Committee may, in its sole discretion, (i) adjust the
annual installments in order to distribute whole shares of actual Stock and/or (ii) accelerate the distribution of such actual shares of Stock by payment of a lump sum. 



	1.6
	"Annual
Restricted Stock Amount" shall mean, with respect to a Participant for any one Plan Year, the amount of Restricted Stock deferred in accordance with Section 3.6 of this
Plan, calculated using the closing price of Stock at the end of the business day closest to the date such Restricted Stock would otherwise vest, but for the election to defer. In the event of a
Participant's Retirement, Disability (if deferrals cease in accordance with Section 9.1), death or a Termination of Employment prior to the end of a Plan Year, such year's Annual Restricted
Stock Amount shall be the actual amount withheld prior to such event.



	1.7
	"Annual
Stock Option Gain Amount" shall mean, with respect to a Participant for any one Plan Year, the portion of Qualifying Gains deferred with respect to an Eligible Stock Option
exercise, in accordance with Section 3.7 of this Plan. In the event of a Participant's Retirement, Disability (if deferrals cease in accordance with Section 9.1), death or a Termination
of Employment prior to the end of a Plan Year, such year's Annual Stock Option Gain Amount shall be the actual amount withheld prior to such event.



	1.8
	"Base
Annual Salary" shall mean the annual cash compensation relating to services performed during any calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock
options,
relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered
(whether or not such allowances are included in the Employee's gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under Code
Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there
been no such plan, the amount would have been payable in cash to the Employee.



	1.9
	"Beneficiary"
shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 11, that are entitled to receive benefits under this Plan
upon the death of a Participant.



	1.10
	"Beneficiary
Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or
more Beneficiaries.



	1.11
	"Board"
shall mean the board of directors of the Company.



	1.12
	"Change
in Control" shall mean the first to occur of any of the following events: 





	(a)
	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
section 1.12(a), a Change in 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 of the Company, or (iv) by any Person pursuant to a Business Combination that complies with all of clauses (i), (ii) and
(iii) of 1.12(b), below; 




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	(b)
	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
(662/3%) 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 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;



	(c)
	A
sale or other disposition of all or substantially all of the assets of the Company; or



	(d)
	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 clauses (i),
(ii) and (iii) of 1.12(b), above. 





        Solely
for purposes of section 1.12, the following definitions will apply: 



	(1)
	"Beneficial
Ownership" means beneficial ownership as that term is used in Rule 13(d)(3) promulgated under the Exchange Act.



	(2)
	"Business
Combination" means a reorganization, merger or consolidation of the Company.



	(3)
	"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.



	(4)
	"Exchange
Act" means the Securities Exchange Act of 1934, including amendments, or successor statutes of similar intent.



	(5)
	"Incumbent
Board" means a board of directors, at least a majority of whom consist of individuals who either are (a) members of the Board as of the effective date of this Plan
or (b) become members of the Board subsequent to the effective date of this Plan and 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 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 




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threatened
solicitation of proxies or consents by or on behalf of a Person other than the board of directors. 



	(6)
	"Person"
means any individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the Exchange Act).



	(7)
	"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. 





	1.13
	"Change
in Control Benefit" shall have the meaning set forth in Article 6.



	1.14
	"Chief
Executive Officer's Discretionary Bonus Account" shall mean (i) the sum of the Participant's Annual Chief Executive Officer's Discretionary Bonus Amounts, plus
(ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant's Chief Executive Officer's Discretionary
Bonus Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Chief Executive Officer's Discretionary
Bonus Account.



	1.15
	"Claimant"
shall have the meaning set forth in Section 16.1.



	1.16
	"Code"
shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.



	1.17
	"Committee"
shall mean the committee described in Article 14.



	1.18
	"Company"
shall mean Certegy Inc., a Georgia corporation, and any successor to all or substantially all of the Company's assets or business.



	1.19
	"Deduction
Limitation" shall mean the limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan, as set forth in Article 4.



	1.20
	"Deferral
Account" shall mean (i) the sum of all of a Participant's Annual Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting
and debiting provisions of this Plan that relate to the Participant's Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to his or her Deferral Account.



	1.21
	"Disability"
or "Disabled" shall mean a determination that a Participant is disabled made by either (i) the carrier of any individual or group disability insurance policy,
sponsored by the Participant's Employer, or (ii) the Social Security Administration. Upon request by the Employer, the Participant must submit proof of the carrier's or Social Security
Administration's determination.



	1.22
	"Disability
Benefit" shall mean the benefit set forth in Article 9.



	1.23
	"Election
Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the
Plan.



	1.24
	"Eligible
Stock Option" shall mean one or more non-qualified stock option(s) (including incentive stock options disqualified as such and treated as
non-qualified options) selected by the Committee in its sole discretion and exercisable under a plan or arrangement of Certegy Inc. or any Employer, which permits a Participant
under this Plan to defer gain with respect to such option.



	1.25
	"Employee"
shall mean a person who is an employee of any Employer. 



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	1.26
	"Employer(s)"
shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan
and have adopted the Plan as a sponsor.



	1.27
	"ERISA"
shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.



	1.28
	"In-Service
Distribution" shall mean the distribution set forth in Section 5.1.



	1.29
	"LTIP
Amounts" shall mean any compensation payable, whether in the form of Stock or cash, to a Participant as an Employee under the Cash Long-Term Incentive Plan, or
under any Employer's long-term incentive plan or any other long-term incentive arrangement designated by the Committee.



	1.30
	"Participant"
shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan
Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who
commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an
account balance under the Plan, even if he or she has an interest in the Participant's benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or
divorce.



	1.31
	"Plan"
shall mean the Certegy Inc. Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to
time.



	1.32
	"Plan
Agreement" shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed
by a Participant and the Participant's Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan
Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be
different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any
such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.



	1.33
	"Plan
Year" shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.



	1.34
	"Qualifying
Gain" shall mean the incremental value inuring to a Participant upon the exercise of an Eligible Stock Option, using a Stock-for-Stock payment
method, during any Plan Year. For purposes of this section, the phrase "Stock-for-Stock payment method" shall, in all events, be limited to the Participant's delivery of a
properly executed statement in which he or she attests to ownership of the number of shares required to exercise the Eligible Stock Option, rather than actual delivery of such shares. Such incremental
value shall be deliverable to the Participant in the form of additional shares of Stock and shall be computed as follows: (i) the total fair market value of the shares of Stock held/acquired as
a result of the exercise of an Eligible Stock Option using a Stock-for-Stock payment method, minus (ii) the total exercise price. For example, assume a Participant
elects to exercise an Eligible Stock Option to purchase 1,000 shares of Stock at an exercise price of $20 per share (i.e., a
total exercise price of $20,000), when the Stock has a current fair market value of $25 per share (i.e., a total current fair market value of $25,000) and elects to defer one hundred
(100) percent of the Qualifying Gain (i.e., $5,000). Using the Stock-for-Stock payment method, the Participant 



5





 


would
deliver a properly executed statement attesting to ownership of 800 shares of Stock (worth $20,000 at exercise) to exercise the Eligible Stock Option and would receive, in return, a Qualifying
Gain, in the form of an unfunded and unsecured promise by the Company for 200 shares of Stock in the future (worth $5,000 at exercise). The number of additional shares of Stock deliverable to the
Participant in the future as a result of the Qualifying Gain shall be fixed and determined as of the date of the exercise of the Eligible Stock Option using the closing price of the Stock as of the
end of the business day closest to the date of such exercise. 



	1.35
	Restricted
Stock" shall mean rights to receive unvested shares of restricted stock selected by the Committee in its sole discretion and awarded to the Participant under any
Certegy Inc. stock incentive plan.



	1.36
	"Restricted
Stock Account" shall mean the aggregate value, measured on any given date, of (i) the number of shares of Restricted Stock deferred by a Participant as a result of
all Annual Restricted Stock Amounts, plus, less (ii) the number of shares of Restricted Stock previously distributed to the Participant or his or her Beneficiary pursuant to this Plan, subject
in each case to any adjustments to the number of such shares determined by the Committee with respect to the Certegy Inc. Stock Unit Fund pursuant to Section 3.9. This portion of the
Participant's Account Balance shall only be distributable in actual shares of Stock.



	1.37
	"Retirement",
"Retire(s)" or "Retired" shall mean, with respect to an Employee, severance from employment from all Employers for any reason other than a leave of absence, death or
Disability on or after the earlier of the attainment of (a) age sixty-five (65), (b) age fifty-five (55) with five (5) Years of Service, or
(c) age fifty (50), provided the sum of such Participant's age and Years of Service equals or exceeds seventy-five (75). Notwithstanding the preceding sentence, if a Participant's
employment terminates, and such Participant is not otherwise eligible to Retire, the Committee may, in its sole discretion, deem such Participant to have Retired for purposes of this Plan.



	1.38
	"Retirement
Benefit" shall mean the benefit set forth in Article 7.



	1.39
	"Stock"
shall mean Certegy Inc. common stock, $.01 par value, or any other equity securities of the Company designated by the Committee.



	1.40
	"Stock
Option Gain Account" shall mean the aggregate value, measured on any given date, of (i) the number of shares of Stock deferred by a Participant as a result of all
Annual Stock Option Gain Amounts, less (ii) the number of such shares of Stock previously distributed to the Participant or his or
her Beneficiary pursuant to this Plan, subject in each case to any adjustments to the number of such shares determined by the Committee with respect to the Certegy Inc. Stock Unit Fund pursuant
to Section 3.9. This portion of the Participant's Account Balance shall only be distributable in actual shares of Stock.



	1.41
	"Survivor
Benefit" shall mean the benefit set forth in Article 10.



	1.42
	"Termination
Benefit" shall mean the benefit set forth in Article 8.



	1.43
	"Termination
of Employment" shall mean the severing of employment with all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an
authorized leave of absence.



	1.44
	"Trust"
shall mean one or more trusts established pursuant to that certain trust agreement, between the Company and the trustee named therein, as amended from time to time.



	1.45
	"Unforeseeable
Financial Emergency" shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial 



6





 


hardship
to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant's
property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole
discretion of the Committee. 



	1.46
	"Years
of Service" shall mean the sum of (i) the total number of full years in which a Participant has been employed by one or more Employers, and (ii) the total number
of full years in which a Participant was employed by Equifax Inc. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of
a leap year) that, for the first year of employment, commences on the Employee's date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. The Committee shall
make a determination as to whether any partial year of employment shall be counted as a Year of Service. 



ARTICLE 2

Selection, Enrollment, Eligibility  


	2.1
	Selection by Committee. Participation in the Plan shall be limited to a select group of management and highly compensated Employees, as
determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, Employees to participate in the Plan.



	2.2
	Enrollment Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Committee a
Plan Agreement, an Election Form and a Beneficiary Designation Form, all within thirty (30) days after he or she is selected to participate in the Plan. In addition, the Committee shall
establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.



	2.3
	Eligibility; Commencement of Participation. Provided an Employee selected to participate in the Plan has met all enrollment
requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee shall commence
participation in the Plan on the first day of the month following the month in which the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the
period required, in accordance with Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by
the Committee of the required documents.



	2.4
	Termination of Participation and/or Deferrals. If the Committee determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee
shall have the right, in its sole discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant's membership status
changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant's then vested Account Balance as a Termination Benefit and
terminate the Participant's participation in the Plan. 


ARTICLE 3

Deferral Commitments/Chief Executive Officer's Discretionary Bonus Amounts/

/Restricted Stock Amounts/Stock Option Gain Amounts/Vesting/Crediting/Taxes  


	3.1
	Minimum Deferrals. 


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	(a)
	Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary,
Annual Bonus and/or LTIP Amounts in the following minimum amounts for each deferral elected: 







	Deferral
	 	Minimum Amount

	Base Annual Salary, Annual Bonus and/or LTIP Amounts	 	$5,000 aggregate







If
an election is made for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero. 



	(b)
	Annual Restricted Stock Amount. For each grant of Restricted Stock, a Participant may elect to defer, as his or her Annual Restricted
Stock Amount, Restricted Stock in the following minimum amount: 







	Deferral
	 	Minimum Percentage
	 
	Restricted Stock	 	0	%







If
no election is made, the amount deferred shall be zero. 



	(c)
	Annual Stock Option Gain Amount. For each Eligible Stock Option, a Participant may elect to defer, as his or her Annual Stock Option
Gain Amount, the following minimum percentage of Qualifying Gain with respect to exercise of the Eligible Stock Option: 







	Deferral
	 	Minimum Percentage
	 
	Qualifying Gain	 	0	%







If
no election is made, the amount deferred shall be zero. 



	(d)
	Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan
Year, the minimum Annual Deferral Amount shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is
the number of complete months remaining in the Plan Year and the denominator of which is 12. 





	3.2
	Maximum Deferral.



	(a)
	Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary,
Annual Bonus and/or LTIP Amounts up to the following maximum percentages for each deferral elected: 







	Deferral
	 	Maximum Amount
	 
	Base Annual Salary	 	90	%
	Annual Bonus	 	100	%
	LTIP Amounts	 	100	%






	(b)
	Annual Restricted Stock Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Restricted Stock Amount,
Restricted Stock in the following maximum percentage: 







	Deferral
	 	Maximum Percentage
	 
	Restricted Stock	 	100	%






	(c)
	Annual Stock Option Gain Amount. For each Eligible Stock Option, a Participant may elect to defer, as his or her Annual Stock Option
Gain Amount, Qualifying Gain up to the following maximum percentage with respect to exercise of the Eligible Stock Option: 







	Deferral
	 	Maximum Percentage
	 
	Qualifying Gain	 	100	%





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Annual
Stock Option Gain Amounts may also be limited by other terms or conditions set forth in the stock option plan or agreement under which such options are granted. 



	(d)
	Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the
maximum Annual Deferral Amount (i) with respect to Base Annual Salary shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a
Plan Agreement and Election Form to the Committee for acceptance, and (ii) with respect to Annual Bonus and LTIP Amounts shall be limited to those amounts deemed eligible for deferral, in the
sole discretion of the Committee. 





	3.3
	Election to Defer; Effect of Election Form. 



	(a)
	First Plan Year. In connection with a Participant's commencement of participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the
Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted
by the Committee.



	(b)
	Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as
the Committee deems necessary or desirable under the Plan, shall be made by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures, before the end of the
Plan Year preceding the Plan Year for which the election is made. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.



	(c)
	Restricted Stock Deferral. For an election to defer Restricted Stock to be valid: (i) a separate irrevocable Election Form must
be completed and signed by the Participant, with respect to such Restricted Stock; and (ii) such Election Form must be timely delivered to the Committee and accepted by the Committee at least
six (6) months prior to the date such Restricted Stock vests under the terms of the Certegy Inc. stock incentive plan.



	(d)
	Stock Option Gain Deferral. 





	(i)
	For
an election to defer gain upon the exercise of an Eligible Stock Option exercise to be valid: (i) a separate Election Form must be completed
and signed by the Participant with respect to the Eligible Stock Option; (ii) such election must be irrevocable; (iii) the executed Election Form must be timely delivered to the
Committee or its designee at least six (6) months prior to the date the Participant elects to exercise the Eligible Stock Option; (iv) the Participant must agree not to exercise the
Eligible Stock Option prior to six (6) months from the date the executed, irrevocable Election Form is submitted to the Committee or its designee; (v) the Eligible Stock Option must be
exercised using the "Stock-for-Stock payment method"; and (vi) the Stock constructively delivered by the Participant to exercise the Eligible Stock Option must have been
owned by the Participant during the entire six (6) month period prior to its delivery and/or otherwise qualify the Eligible Stock Option for favorable accounting treatment, as determined in the
sole discretion of the Committee.



	(ii)
	Notwithstanding
any other provision of this Plan to the contrary, (i) an Eligible Stock Option may be exercised prior to the end of the six
(6) month period following the date on which the executed Election Form is delivered to the Committee or its designee, and (ii) the resulting Qualifying Gain will not be deferred into
this Plan, if (a) a Change in Control occurs, or (b) the Participant Retires, dies while an Employee, or experiences a Termination of Employment, and the Eligible Stock Option would
otherwise expire prior 




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to
the end of the six (6) month period following the date on which the executed Election Form was delivered to the Committee or its designee. 





	3.4
	Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount
shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary. The Annual Bonus and/or
LTIP Amounts portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus or LTIP Amounts are or otherwise would be paid to the Participant, whether or not this occurs during
the Plan Year itself. Annual Deferral Amounts shall be credited to a Participant's Deferral Account at the time such amounts would otherwise have been paid to the Participant.



	3.5
	Annual Chief Executive Officer's Discretionary Bonus Amount. 



	(a)
	For
each Plan Year, an Employer may be required to credit amounts to a Participant's Chief Executive Officer's Discretionary Bonus Account in accordance with employment or other
agreements entered into between the Participant and the Employer. Such amounts shall be credited on the date or dates prescribed by such agreements.



	(b)
	For
each Plan Year, the Chief Executive Officer ("CEO") of the Company may, but is not required to, credit any amount of cash he or she desires to any Participant's Chief Executive
Officer's Discretionary Bonus Account under this Plan, which amount shall be for that Participant the Annual Chief Executive Officer's Discretionary Bonus Amount for that Plan Year. The amount so
credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more
other Participants receive an Annual Chief Executive Officer's Discretionary Bonus Amount for that Plan Year. The Annual Chief Executive Officer's Discretionary Bonus Amount described in this
Section 3.5(b), if any, shall be credited on a date or dates to be determined by the Committee, in its sole discretion. 



	3.6
	Annual Restricted Stock Amount. Subject to any terms and conditions imposed by the Committee, Participants may elect to defer, under
the Plan, Restricted Stock, which amount shall be for that Participant the Annual Restricted Stock Amount for that Plan Year. The portion of any Restricted Stock deferred shall, at the time the
Restricted Stock would otherwise vest under the terms of the Certegy Inc. stock incentive plan, but for the election to defer, be reflected on the books of the Company as an unfunded, unsecured
promise to deliver to the Participant a specific number of actual shares of Stock in the future.



	3.7
	Annual Stock Option Gain Amount. Subject to any terms and conditions imposed by the Committee, Participants may elect to defer, under
the Plan, all or some portion of Qualifying Gains attributable to an Eligible Stock Option exercise, which amount shall be for that Participant the Annual Stock Option Gain Amount for that Plan Year.
The portion of any Qualifying Gains shall be reflected on the books of the Company as an unfunded, unsecured promise to deliver to the Participant a specific number of actual shares of Stock in the
future. Such shares of Stock would otherwise have been delivered to the Participant, pursuant to the Eligible Stock Option exercise, but for the Participant's election to defer.



	3.8
	Vesting. 



	(a)
	A
Participant shall at all times be 100% vested in his or her Deferral Account, Restricted Stock Account and Stock Option Gain Account.



	(b)
	A
Participant shall be vested in his or her Chief Executive Officer's Discretionary Bonus Account in accordance with the vesting schedule(s) set forth in his or her Plan Agreement,
employment agreement or any other agreement entered into between the Participant and his 



10





 


or
her Employer. If not addressed in such agreements, a Participant shall vest in his or her Chief Executive Officer's Discretionary Bonus Account in accordance with the schedule declared by the
Committee in its sole discretion. 



	(c)
	Notwithstanding
anything to the contrary contained in this Section 3.8, in the event of a Change in Control, or upon a Participant's Retirement, death while employed by an
Employer, or Disability, a Participant's Chief Executive Officer's Discretionary Bonus Account shall immediately become 100% vested (if it is not already vested in accordance with the above vesting
schedules).



	(d)
	Notwithstanding
subsection 3.8(c) above, the vesting schedule for a Participant's Chief Executive Officer's Discretionary Bonus Account shall not be accelerated to the extent that the
Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event that all of a Participant's Chief Executive
Officer's Discretionary Bonus Account is not vested pursuant to such a determination, the Participant may request independent verification of the Committee's calculations with respect to the
application of Section 280G. In such case, the Committee must provide to the Participant within ninety (90) days of such a request an opinion from a nationally recognized accounting firm
selected by the Participant (the "Accounting Firm"). The opinion shall state the Accounting Firm's opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of
Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company.



	(e)
	Section 3.8(d)
shall not prevent the acceleration of the vesting schedule applicable to a Participant's Chief Executive Officer's Discretionary Bonus Account if such
Participant is entitled to a "gross-up" payment, to eliminate the effect of the Code section 4999 excise tax, pursuant to his or her employment agreement or other agreement entered
into between such Participant and the Employer. 



	3.9
	Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to
time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules: 



	(a)
	Measurement Funds. Subject to the restrictions found in Section 3.9(c), below, the Participant may elect one or more of the
measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the "Measurement Funds"), for the purpose of crediting or debiting additional amounts to
his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the
first calendar quarter that begins at least thirty (30) days after the day on which the Committee gives Participants advance written notice of such change.



	(b)
	Election of Measurement Funds. Subject to the restrictions found in Section 3.9(c) below, a Participant, in connection with his
or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.9(a) above) to be
used to determine the amounts to be credited or debited to his or her Account Balance. If a
Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant's Account Balance shall automatically be allocated into the lowest-risk
Measurement Fund, as determined by the Committee, in its sole discretion. Subject to the restrictions found in Section 3.9(c) below, the Participant may (but is not required to) elect, by
submitting an Election Form to the Committee that is accepted by the Committee, to add or delete, on a daily basis, one or more Measurement Fund(s) to be used to determine the amounts to be credited
or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to 



11





 


each
previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the
Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. 




	(c)
	Certegy Inc. Stock Unit Fund. 




	(i)
	A
Participant's Restricted Stock Account, Stock Option Gain Account and those LTIP Amounts that are payable in Stock will be automatically allocated to
the Certegy Inc. Stock Unit Fund Measurement Fund. Participants may not select any other Measurement Fund to be used to determine the amounts to be credited or debited to their Restricted Stock
Account, Stock Option Gain Account or those LTIP Amounts that are payable in Stock. Furthermore, no other portion of the Participant's Account Balance can be either initially allocated or
re-allocated to the Certegy Inc. Stock Unit Fund. Notwithstanding the preceding sentence, the Committee may postpone any transfer which would otherwise be made in a period in which
the Participant would be prohibited (by Company policy or otherwise) from acquiring or disposing of equity securities of the Company until after such period has
expired.



	(ii)
	The
number of shares of Stock credited to the Participant's Account Balance may be adjusted by the Committee, in its sole discretion, to prevent
dilution or enlargement of Participants' rights with respect to the portion of his or her Account Balance allocated to the Certegy Inc. Stock Unit Fund, in the event of any reorganization,
reclassification, stock split, or other unusual corporate transaction or event which affects the value of the Stock, provided that any such adjustment shall be made taking into account any crediting
of shares of Stock to the Participant under Section 3.9.



	(iii)
	For
purposes of this Section 3.9(c), the fair market value of the Stock shall be determined by the Committee in its sole discretion. 





	(d)
	Proportionate Allocation. In making any election described in Section 3.9(b) above, the Participant shall specify on the
Election Form, in increments of one percent (1%), the percentage of his or her
Account Balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Account Balance).



	(e)
	Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined by the
Committee, in its sole discretion. A Participant's Account Balance shall be credited or debited on a daily basis based on the manner in which such Participant's Account Balance has been actually
allocated among the Measurement Funds.



	(f)
	No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds
are to be used for measurement purposes only, and a Participant's election of any such Measurement Fund, the allocation to his or her Account Balance thereto, the calculation of additional amounts and
the crediting or debiting of such amounts to a Participant's Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such
Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the
Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or her behalf 



12





 


by
the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. 




	3.10
	FICA and Other Taxes. 



	(a)
	Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant's
Employer(s) shall withhold from that portion of the Participant's Base Annual Salary, Annual Bonus and LTIP Amounts that are not being deferred, in a manner determined by the Employer(s), the
Participant's share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this
Section 3.10.



	(b)
	Chief Executive Officer's Discretionary Bonus Account. When a Participant becomes vested in a portion of his or her Chief Executive
Officer's Discretionary Bonus Account, the Participant's Employer(s) shall withhold from the Participant's Base Annual Salary, Annual Bonus and/or LTIP Amounts that are not deferred, in a manner
determined by the Employer(s), the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant's Chief Executive Officer's
Discretionary Bonus Account, as applicable, in order to comply with this Section 3.10.



	(c)
	Annual Restricted Stock Amounts and Annual Stock Option Gain Amounts. For each Plan Year in which an Annual Restricted Stock Amount or
Annual Stock Option Gain Amount is being first withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Annual Salary, Annual Bonus, LTIP
Amounts, Restricted Stock and Qualifying Gains that are not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes on such Annual Stock
Option Gain Amount or Annual Restricted Stock Amount. If necessary, the Committee may reduce the Annual Stock Option Gain Amount or the Annual Restricted Stock Amount in order to comply with this
Section 3.10.



	(d)
	Distributions. The Participant's Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under
this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a
manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust. 



ARTICLE 4

Deduction Limitation  


	4.1
	Deduction Limitation on Benefit Payments. If an Employer determines in good faith prior to a Change in Control that there is a
reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code
Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control
is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional
amounts in accordance with Section 3.9 above, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant
or his or her Beneficiary (in the event of the Participant's death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or
payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Section 162(m), or if earlier, the effective date of a Change in
Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control. 


13






   ARTICLE 5

In-Service Distribution; Unforeseeable Financial Emergencies; Withdrawal Election  


	5.1
	In-Service Distribution. In connection with each election to defer an amounts into this Plan, a Participant may irrevocably
elect to receive an In-Service Distribution from the Plan with respect to all or a portion of (i) his or her deferrals of Base Annual Salary, Annual Bonus and LTIP Amounts payable
in cash, (collectively referred to as "Annual Cash Deferral Amounts"), and (ii) the Annual Chief Executive Officer's Discretionary Bonus Amount. The In-Service Distribution shall be
a lump sum payment in an amount that is equal to the portion of the Annual Cash Deferral Amount and the vested portion of the Annual Chief Executive Officer's Discretionary Bonus Amount that the
Participant elected to have distributed as an In-Service Distribution, plus amounts credited or debited in the manner provided in Section 3.9 above on that amount, calculated as of
the close of business on or around the date on which the In-Service Distribution becomes payable, as determined by the Committee in its sole discretion. Subject to the other terms and
conditions of this Plan, each In-Service Distribution elected shall be paid out during a sixty (60) day period commencing immediately after the first day of any Plan Year designated
by the Participant. The Plan Year designated by the Participant must be at least three Plan Years after the end of the Plan Year in which the Annual Cash Deferral Amount is actually deferred, or the
vested portion of the Annual Chief Executive Officer's Discretionary Bonus Amount is actually contributed. By way of example, if an In-Service Distribution is elected for Annual Cash
Deferral Amounts that are deferred in the Plan Year commencing January 1, 2003, the In-Service Distribution would become payable during a sixty (60) day period commencing
January 1, 2007. Notwithstanding the language set forth above, the Committee shall, in its sole discretion, adjust the amount distributable as an In-Service Distribution if any
portion of the Annual Chief Executive Officer's Discretionary Bonus Amount is unvested on the In-Service Distribution Date.



	5.2
	Other Benefits Take Precedence Over In-Service Distributions. Should an event occur that triggers a benefit under Sections
5.3 or 5.4, or Articles 6, 7, 8, 9 or 10, any Annual Cash Deferral Amount and/or Chief Executive Officer's Discretionary Bonus Amount, plus amounts credited or debited thereon, that are subject to an
In-Service Distribution election under Section 5.1 shall not be paid in accordance with Section 5.1, but shall be paid in accordance with the other applicable Section or
Article.



	5.3
	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee (i) to suspend deferrals of Base Annual Salary, Annual Bonus, LTIP Amounts, Restricted Stock and Qualifying Gains required to be made by
such Participant, to the extent deemed necessary by the Committee to satisfy
the Unforeseeable Financial Emergency, or (ii) to suspend deferrals of Base Annual Salary, Annual Bonus, LTIP Amounts, Restricted Stock and Qualifying Gains required to be made by such
Participant, to the extent deemed necessary by the Committee to satisfy the Unforeseeable Financial Emergency, and receive a partial or full payout from the Plan. The payout shall not exceed the
lesser of the Participant's vested Account Balance, excluding the portion of the Account Balance, which has been irrevocably allocated to the Certegy Inc. Stock Unit Fund, calculated as if such
Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. A Participant may not receive a payout from the Plan to the extent
that the Unforeseeable Financial Emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets, to
the extent the liquidation of such assets would not itself cause severe financial hardship or (iii) by suspension of deferrals under this Plan. 



If
the Committee, in its sole discretion, approves a Participant's petition for suspension, the Participant's deferrals under this Plan shall be suspended as of the date of such approval. If the
Committee, in its sole discretion, approves a Participant's petition for suspension and payout, the 



14





 


Participant's deferrals under this Plan shall be suspended as of the date of such approval and the Participant shall receive a payout from the Plan no later than sixty (60) days after the
earlier of the (i) July 1 following the date of such approval, or (ii) January 1 following the date of such approval, as determined by the Committee in its sole discretion. 



	5.4
	Withdrawal Election. A Participant may elect, at any time, to withdraw all or a portion of his or her vested Account Balance, excluding
the portion of the Account Balance which has been irrevocably allocated to the Certegy Inc. Stock Unit Fund. For purposes of this Section 5.4, the value of a Participant's vested Account
Balance, excluding the portion of the Account Balance which has been irrevocably allocated to the Certegy Inc. Stock Unit Fund, shall be calculated as of the close of business on or around the
earlier of the (i) July 1 following the date on which receipt of the Participant's election is acknowledged by the Committee, or (ii) January 1 following the date on which
receipt of the Participant's election is acknowledged by the Committee, as determined by the Committee in its sole discretion, less a withdrawal penalty equal to 10% of the amount withdrawn (the net
amount shall be referred to as the "Withdrawal Amount"). This election can be made at any time, before or after Retirement or Disability, and whether or not the Participant is in the process of being
paid pursuant to an installment payment schedule. The Participant shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the
Committee. The Participant shall be paid the Withdrawal Amount no later than sixty (60) days after the earlier of the (i) July 1 following the date of his or her election, or
(ii) January 1 following the date of his or her election, as determined by the Committee in its sole discretion. Once the Withdrawal Amount is paid, the Participant's participation in
the Plan shall be suspended for the remainder of the Plan Year in which the withdrawal is elected and for one (1) full Plan Year thereafter (the "Suspension Period"). During the Suspension
Period, the Participant will continue to be eligible for the benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions of those Articles, and any previously elected deferrals
of Restricted Stock and Qualifying Gains will continue to be withheld. However, the portion of such Participant's Annual Deferral Amount which is attributable to Base Annual Salary, Annual Bonus
and/or LTIP Amounts shall not be withheld during the Suspension Period, and the Participant shall not be allowed to make any deferral elections during the Suspension Period. 




ARTICLE 6

Change in Control Benefit  


	6.1
	Change in Control Benefit. The Participant will receive a Change in Control Benefit, which shall be equal to the Participant's vested
Account Balance, calculated as of the close of business on or around the date of the Change in Control, as selected by the Committee in its sole discretion, if (i) the Participant has elected
to receive a Change in Control Benefit, as set forth in Section 6.2 below, and (ii) a Change in Control occurs.



	6.2
	Payment of Change in Control Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall
irrevocably elect on an Election Form whether to (i) receive a Change in Control Benefit, or (ii) have his or her Account Balance remain in the Plan upon the occurrence of a Change in
Control. If a Participant does not make any election with respect to the payment of the Change in Control Benefit, then such Participant's Account Balance shall remain in the Plan upon a Change in
Control and shall remain subject to the terms and conditions of the Plan. 


15





 

A
Participant who has irrevocably elected to receive a Change in Control Benefit, shall elect to have such Change in Control Benefit paid in either a lump sum or pursuant to an Annual Installment
Method in accordance with the following: 


	(a)
	If
a Change in Control occurs after a Participant's actual Retirement or deemed Retirement under Article 9, but before the applicable benefit is paid in full, the optional
forms of payment shall be a lump sum payment or a continuation of the annual installments. The lump sum payment shall be made no later than sixty (60) days after the earlier of
(i) July 1 following the Change of Control, or (ii) January 1 following the Change of Control, as determined by the Committee in its sole discretion.



	(b)
	If
a Change in Control occurs at any other time and the Participant's Account Balance has not been fully distributed, the optional forms of payment shall be a lump sum or annual
installments over 10 years. The lump sum payment shall be made, or installment payments shall commence, no later than sixty (60) days after the earlier of (i) July 1
following the Change of Control, or (ii) January 1 following the Change of Control, as determined by the Committee in its sole discretion. Remaining installments, if
any, shall be paid no later than sixty (60) days after each anniversary of the date on which the Participant's benefits commenced in accordance with the preceding sentence. 




If
a Participant elects to receive a Change in Control Benefit and does not make any election with respect to the form of payment of the Change in Control Benefit, then such benefit shall be payable
in a lump sum. 



ARTICLE 7

Retirement Benefit  


	7.1
	Retirement Benefit. A Participant who Retires shall receive, as a Retirement Benefit, his or her vested Account Balance, calculated as
of the close of business on or around the earlier of the (i) July 1 following the date on which the Participant Retires, or (ii) January 1 following the date on which the
Participant Retires, as determined by the Committee in its sole discretion.



	7.2
	Payment of Retirement Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on
an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method over 5 or 10 years. The Participant may change his or her election to an allowable
alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted to and accepted by the Committee in its sole discretion at least
thirteen (13) months prior to the Participant's Retirement. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does
not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall
commence, no later than sixty (60) days after the earlier of (i) July 1 following the date on which the Participant Retires, or (ii) January 1 following the date on
which the Participant Retires, as determined by the Committee in its sole discretion. Remaining installments, if any, shall be paid no later than sixty (60) days after each anniversary of the
date on which the Participant's benefits commenced in accordance with the preceding sentence. 


ARTICLE 8

Termination Benefit  


	8.1
	Termination Benefit. A Participant who experiences a Termination of Employment shall receive a Termination Benefit, which shall be
equal to the Participant's vested Account Balance, calculated as of the close of business on or around the earlier of the (i) July 1 following the date on which the Participant
experiences the Termination of Employment, or (ii) January 1 following the date on 


16





 

which
the Participant experiences the Termination of Employment, as determined by the Committee in its sole discretion. 



	8.2
	Payment of Termination Benefit. The Termination Benefit shall be paid to the Participant in a lump sum payment no later than sixty
(60) days after the earlier of the (i) July 1 following the date on which the Participant experiences the Termination of Employment, or (ii) January 1 following the
date on which the Participant experiences the Termination of Employment, as determined by the Committee in its sole discretion. 


ARTICLE 9

Disability Waiver and Benefit  


	9.1
	Disability Waiver. 



	(a)
	Waiver of Deferral. If a Participant is determined to be both (i) suffering from a Disability, and (ii) receiving
100 percent of his or her Base Annual Salary during the period of Disability, then the Participant's Annual Deferral Amount Restricted Stock and Qualifying Gains shall continue to be withheld
during such period of Disability. If a Participant is determined to be both (i) suffering from a Disability, and (ii) receiving less than 100 percent of his or her Base Annual
Salary during the period of such Disability, then such Participant shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a
Participant's Base Annual Salary, Annual Bonus and/or LTIP Amounts for the Plan Year during which the Participant first suffers a Disability. However, any previously elected deferrals of Restricted
Stock and Qualifying Gains shall continue to be withheld during such Disability. During the period of Disability, the Participant shall not be allowed to make any additional deferral elections, but
will continue to be eligible for the benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions of those Articles.



	(b)
	Deferral Following Disability. If a Participant (i) returns to employment with an Employer after a Disability ceases, and
(ii) payment of 100 percent of his or her Base Annual Salary recommences, the Participant may elect to defer an Annual Deferral Amount, Annual Restricted Stock Amount and
Annual Stock Option Gain Amount for the Plan Year following his or her return to employment or service and for every Plan Year thereafter while a Participant in the Plan; provided such deferral
elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.3 above. 



	9.2
	Continued Eligibility; Disability Benefit. 



	(a)
	Continued Eligibility. A Participant suffering a Disability shall, for benefit purposes under this Plan, continue to be considered to
be employed and shall be eligible for the benefits provided for in Articles 5, 6, 7, 8 or 10 in accordance with the provisions of those Articles. Notwithstanding the above, the Committee shall have
the right to, in its sole and absolute discretion and for purposes of this Plan only, deem the Participant's employment to have terminated at any time after such Participant is determined to be
suffering a Disability.



	(b)
	Deemed Termination of Employment. If, in the Committee's discretion, the Disabled Participant's employment has terminated, and such
Participant is not otherwise eligible to Retire, the Participant shall be deemed to have experienced a Termination of Employment for purposes of this Plan and will receive a Disability Benefit. The
Disability Benefit shall be equal to his or her vested Account Balance, calculated as of the close of business on or around the earlier of the (i) July 1 following the date on which the
Disabled Participant is deemed to have experienced a Termination of Employment, as determined by the Committee in its sole 



17





 


discretion,
or (ii) January 1 following the date on which the Disabled Participant is deemed to have experienced a Termination of Employment, as determined by the Committee in its sole
discretion. The Participant shall receive his or her Disability Benefit in a lump sum payment no later than sixty (60) days after the earlier of the (A) July 1 following the date
on which the Disabled Participant is deemed to have experienced a Termination of Employment, or (B) January 1 following the date on which
the Disabled Participant is deemed to have experienced a Termination of Employment. 



	(c)
	Deemed Retirement. If, in the Committee's discretion, the Disabled Participant's employment has terminated, and such Participant is
otherwise eligible to Retire, the Participant shall be deemed to have Retired for purposes of this Plan and will receive a Disability Benefit. The Disability Benefit shall be equal to his or her
vested Account Balance, calculated as of the close of business on or around the earlier of the (i) July 1 following the date on which the Participant is deemed to have Retired, as
determined by the Committee in its sole discretion, or (ii) January 1 following the date on which the Participant is deemed to have Retired, as determined by the Committee in its sole
discretion. The Participant shall receive his or her Disability Benefit in the same form in which such Participant elected to receive his or her Retirement Benefit. The lump sum payment shall be made,
or installment payments shall commence, no later than sixty (60) days after the earlier of the (A) July 1 following the date on which the Disabled Participant is deemed to have
Retired, or (B) January 1 following the date
on which the Disabled Participant is deemed to have Retired, as determined by the Committee in its sole discretion. Remaining installments, if any, shall be paid no later than sixty (60) days
after each anniversary of the date on which the Participant's benefits commenced in accordance with the preceding sentence. 



ARTICLE 10

Survivor Benefit  


	10.1
	Survivor Benefit. The Participant's Beneficiary(ies) shall receive a Survivor Benefit upon the Participant's death which will be equal
to (i) the Participant's vested Account Balance, calculated as of the close of business on or around the earlier of the (A) July 1 following the date of the Participant's death,
or (B) January 1 following the date of the Participant's death, as selected by the Committee in its sole discretion, if the Participant dies prior to his or her Retirement, Termination
of Employment or Disability, or (ii) the Participant's unpaid Retirement Benefit or Disability Benefit, calculated as of the close of business on or around the earlier of the
(A) July 1 following the date of the Participant's death, or (B) January 1 following the date of the Participant's death, as selected by the Committee in its sole
discretion, if the Participant dies before his or her Retirement Benefit or Disability Benefit is paid in full.



	10.2
	Payment of Survivor Benefit. The Survivor Benefit shall be paid to the Participant's Beneficiary(ies) in a lump sum payment no later
than sixty (60) days after the earlier of the (i) July 1 following the date on which the Committee is provided with proof that is satisfactory to the Committee of the
Participant's death, or (ii) January 1 following the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant's death, as determined by
the Committee in its sole discretion. 


ARTICLE 11

Beneficiary Designation  


	11.1
	Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may 


18





 

be
the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates. 



	11.2
	Beneficiary Designation; Change of Beneficiary Designation. A Participant shall designate his or her Beneficiary by completing and
signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. Upon the acceptance by the Committee of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.



	11.3
	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing
by the Committee or its designated agent.



	11.4
	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 11.1, 11.2 and 11.3 above or, if
all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or
her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the
Participant's estate.



	11.5
	Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction.



	11.6
	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers
and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits. 


ARTICLE 12

Leave of Absence  


	12.1
	Paid Leave of Absence. If a Participant is authorized by the Participant's Employer to take a paid leave of absence from the
employment of the Employer, (i) the Participant shall continue to be considered eligible for the benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions of those
Articles, and (ii) the Annual Deferral Amount and any previously elected deferrals
of Restricted Stock and Qualifying Gains shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.



	12.2
	Unpaid Leave of Absence. If a Participant is authorized by the Participant's Employer to take an unpaid leave of absence from the
employment of the Employer for any reason, such Participant shall continue to be eligible for the benefits provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions of those Articles,
and any previously elected deferrals of Restricted Stock and Qualifying Gains shall continue to be withheld during such unpaid leave of absence in accordance with Section 3.3. However, the
Participant shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from such Participant's Base Annual Salary, Annual Bonus
and/or LTIP Amounts during the remainder of the Plan Year in which the unpaid leave of absence is taken. During the unpaid leave of absence, the Participant shall not be allowed to make any additional
deferral elections. However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount, Annual Restricted Stock Amount and Annual Stock Option Gain Amount
for the Plan Year 


19





 

following
his or her return to employment and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and an Election Form is delivered
to and accepted by the Committee for each such election in accordance with Section 3.3 above. 



ARTICLE 13

Termination, Amendment or Modification  


	13.1
	Termination. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to discontinue its sponsorship of the Plan and/or to
terminate the Plan at any time with respect to any or all of its participating Employees, by action of its board of directors. Upon the termination of the Plan with respect to any Employer, the Plan
Agreements of the affected Participants who are employed by that Employer shall terminate and their vested Account Balances shall be determined (i) as if they had experienced a Termination of
Employment on the date of Plan termination; or (ii) if Plan termination occurs after the date upon which a Participant was eligible to Retire, then with respect to that Participant as if he or
she had Retired on the date of Plan termination. Such benefits shall be paid to the Participants as follows: (i) prior to a Change in Control, if the Plan is terminated with respect to all of
its Participants, an Employer shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum or pursuant to an Annual
Installment Method of up to 15 years, with amounts credited and debited during the installment period as provided herein; or (ii) prior to a Change in Control, if the Plan is terminated
with respect to less than all of its Participants, an Employer shall be required to pay such benefits in a lump sum; or (iii) after a Change in Control, if the Plan is terminated with respect
to some or all of its Participants, the Employer shall be required to pay such benefits in a lump sum. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has
become entitled to the payment of any benefits under the Plan as of the date of termination; provided however, that the Employer shall have
the right to accelerate installment payments without a premium or prepayment penalty by paying the vested Account Balance in a lump sum or pursuant to an Annual Installment Method using fewer years
(provided that the present value of all payments that will have been received by a Participant at any given point of time under the different payment schedule shall equal or exceed the present value
of all payments that would have been received at that point in time under the original payment schedule).



	13.2
	Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer by the action of
its board of directors; provided, however, that: (i) no amendment or modification shall be effective to decrease or restrict the value of a Participant's vested Account Balance in existence at
the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification or, if the
amendment or modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date of the amendment or modification, and
(ii) no amendment or modification of this Section 13.2 or Section 14.2 of the Plan shall be effective. The amendment or modification of the Plan shall not affect any Participant
or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification; provided, however, that the Employer shall have the right to
accelerate installment payments by paying the vested Account Balance in a lump sum or pursuant to an Annual Installment Method using fewer years (provided that the present value of all payments that
will have been received by a Participant at any given point of time under the different payment schedule shall equal or exceed the present value of all payments that would have been received at that
point in time under the original payment schedule). 


20





 
	13.3
	Plan Agreement. Despite the provisions of Sections 13.1 and 13.2 above, if a Participant's Plan Agreement contains benefits or
limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the written consent of the Participant.



	13.4
	Effect of Payment. The full payment of the Participant's vested Account Balance under Articles 5, 6, 7, 8, 9 or 10 of the Plan shall
completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan and the Participant's Plan Agreement shall terminate. 


ARTICLE 14

Administration  


	14.1
	Committee Duties. Except as otherwise provided in this Article 14, this Plan shall be administered by a Committee, which shall
consist of the Board, or such committee as the Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion
and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions
including interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to
himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.



	14.2
	Administration Upon Change In Control. For purposes of this Plan, the Committee shall be the "Administrator" at all times prior to the
occurrence of a Change in Control. Within one-hundred and twenty (120) days following a Change in Control, an independent third party "Administrator" may be selected by the
individual who, immediately prior to the Change in Control, was the Company's Chief Executive Officer or, if not so identified, the Company's highest ranking officer (the "Ex-CEO"), and
approved by the Trustee. The Committee, as constituted prior to the Change in Control, shall continue to be the Administrator until the earlier of (i) the date on which such independent third
party is selected and approved, or (ii) the expiration of the one-hundred and twenty (120) day period following the Change in Control. If an independent third party is not
selected within one-hundred and twenty (120) days of such Change in Control, the Committee, as described in Section 14.1 above, shall be the Administrator. The Administrator
shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to
benefit entitlement determinations; provided, however, upon and after the occurrence of a Change in Control, the Administrator shall have no power to direct the investment of Plan or Trust assets or
select any investment manager or custodial firm for the Plan or Trust. Upon and after the occurrence of a Change in Control, the Company must: (1) pay all reasonable administrative expenses and
fees of the Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney's fees and expenses arising in connection with the
performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and
(3) supply full and timely information to the Administrator on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants,
the date and circumstances of the Retirement, Disability, death or Termination of Employment of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon
and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Trustee only with the approval of the Ex-CEO. Upon and after a Change in Control,
the Administrator may not be terminated by the Company.



	14.3
	Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly 


21





 

appointed
representative) and may from time to time consult with counsel who may be counsel to any Employer. 



	14.4
	Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest
in the Plan.



	14.5
	Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties
of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan,
except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.



	14.6
	Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall
supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the
Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require. 


ARTICLE 15

Other Benefits and Agreements  


	15.1
	Coordination with Other Benefits. The benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition
to any other benefits available to such Participant under any other plan or program for employees of the Participant's Employer. The Plan shall supplement and shall not supersede, modify or amend any
other such plan or program except as may otherwise be expressly provided. 


ARTICLE 16

Claims Procedures  


	16.1
	Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to
below as a "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the
contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within 180 days
of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.



	16.2
	Notification of Decision. The Committee shall consider a Claimant's claim within a reasonable time, but no later than ninety
(90) days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be
furnished to the Claimant prior to the termination of the initial ninety (90) day period. In no event shall such extension exceed a period of ninety (90) days from the end of the initial
period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. The Committee
shall notify the Claimant in writing: 



	(a)
	that
the Claimant's requested determination has been made, and that the claim has been allowed in full; or 



22





 



	(b)
	that
the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:



	(i)
	the
specific reason(s) for the denial of the claim, or any part of it;



	(ii)
	specific
reference(s) to pertinent provisions of the Plan upon which such denial was based;



	(iii)
	a
description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or
information is necessary;



	(iv)
	an
explanation of the claim review procedure set forth in Section 16.3 below; and



	(v)
	a
statement of the Claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. 






	16.3
	Review of a Denied Claim. On or before sixty (60) days after receiving a notice from the Committee that a claim has been
denied, in whole or in part, a Claimant (or the Claimant's duly authorized
representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant's duly authorized representative): 



	(a)
	may,
upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits;



	(b)
	may
submit written comments or other documents; and/or



	(c)
	may
request a hearing, which the Committee, in its sole discretion, may grant. 



	16.4
	Decision on Review. The Committee shall render its decision on review promptly, and no later than sixty (60) days after the
Committee receives the Claimant's written request for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty
(60) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render
the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim,
without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and
it must contain: 



	(a)
	specific
reasons for the decision;



	(b)
	specific
reference(s) to the pertinent Plan provisions upon which the decision was based;



	(c)
	a
statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the Claimant's claim for benefits; and



	(d)
	a
statement of the Claimant's right to bring a civil action under ERISA Section 502(a). 



	16.5
	Legal Action. A Claimant's compliance with the foregoing provisions of this Article 16 is a mandatory prerequisite to a
Claimant's right to commence any legal action with respect to any claim for benefits under this Plan. 


23





 
ARTICLE 17

Trust  


	17.1
	Establishment of the Trust. In order to provide assets from which to fulfill the obligations of the Participants and their
beneficiaries under the Plan, the Company may establish a Trust by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property,
including securities issued by the Company, to provide for the benefit payments under the Plan.



	17.2
	Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a
Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets
transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.



	17.3
	Distributions From the Trust. Each Employer's obligations under the Plan may be satisfied with Trust assets distributed pursuant to
the terms of the Trust, and any such distribution shall reduce the Employer's obligations under this Plan. 


ARTICLE 18

Miscellaneous  


	18.1
	Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that "is
unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly compensated employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered
and interpreted to the extent possible in a manner consistent with that intent.



	18.2
	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer's assets shall be, and remain, the general,
unpledged unrestricted assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.



	18.3
	Employer's Liability. An Employer's liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.



	18.4
	Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment,
garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.



	18.5
	Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between
any Employer and the Participant. Such employment is hereby acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, or no reason, with or without
cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of
any Employer, as an Employee, or to interfere with the right of any Employer to discipline or discharge the Participant at any time. 


24





 


	18.6	 	Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other
actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.
	

18.7	
 	
Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words
are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.
	

18.8	
 	
Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its
provisions.
	

18.9	
 	
Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Georgia without regard to its conflicts
of laws principles.
	

18.10	
 	
Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:






Certegy
Inc.

Attn: Vice President—Human Resources

11720 Amber Park Drive, Suite 600

Alpharetta, Georgia 30004 




	

 	
 	

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.
	

 	
 	

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.
	

18.11	
 	
Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant's Employer and its successors and assigns and the Participant and the Participant's
designated Beneficiaries.
	

18.12	
 	
Spouse's Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such spouse's will, nor shall such interest pass under the laws of intestate succession.
	

18.13	
 	
Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall
be construed and enforced as if such illegal or invalid provision had never been inserted herein.
	

18.14	
 	
Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling
the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of
minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant's Beneficiary, as the case may be,
and shall be a complete discharge of any liability under the Plan for such payment amount.
	
 	
 	

 



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18.15	
 	
Court Order. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party. In addition, if a
court determines that a spouse or former spouse of a Participant has an interest in the Participant's benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right,
notwithstanding any election made by a Participant, to immediately distribute the spouse's or former spouse's interest in the Participant's benefits under the Plan to that spouse or former spouse.
	

18.16	
 	
Distribution in the Event of Taxation.





	(a)
	In General. If, for any reason, all or any portion of a Participant's benefits under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee before a Change in Control, or the trustee of the Trust after a Change in Control, for a distribution of that portion of his or her benefit that
has become taxable. Upon the grant of such a petition, which grant shall not be
unreasonably withheld (and, after a Change in Control, shall be granted), a Participant's Employer shall distribute to the Participant immediately available funds in an amount equal to the taxable
portion of his or her benefit (which amount shall not exceed a Participant's unpaid vested Account Balance under the Plan). If the petition is granted, the tax liability distribution shall be made
within 90 days of the date when the Participant's petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan.



	(b)
	Trust. If the Trust terminates in accordance with its terms and benefits are distributed from the Trust to a Participant in accordance
therewith, the Participant's benefits under this Plan shall be reduced to the extent of such distributions. 





	

18.17	
 	
Insurance. The Employers, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in
any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied
for insurance.



26





 

	

18.18	
 	
Legal Fees To Enforce Rights After Change in Control. The Company and each Employer is aware that upon the occurrence of a Change in Control, the Board or the board of directors of a
Participant's Employer (which might then be composed of new members) or a shareholder of the Company or the Participant's Employer, or of any successor corporation might then cause or attempt to cause the Company, the Participant's Employer or such
successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company or the Participant's Employer to institute, or may institute, litigation seeking to deny Participants the benefits intended under the
Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company, the Participant's Employer or any successor corporation has failed to
comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, such Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed
to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company and the Participant's Employer irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the Company and
the Participant's Employer (who shall be jointly and severally liable) to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, the Participant's Employer
or any director, officer, shareholder or other person affiliated with the Company, the Participant's Employer or any successor thereto in any jurisdiction.





        IN
WITNESS WHEREOF, the Company has signed this Plan document as of                        , 200    . 



	 	 	"Company"

Certegy Inc., a Georgia corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	





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