##### 



Exhibit 10(a)   CHECKFREE SERVICES CORPORATION
VOLUME SUBMITTER 401(K) PLAN
 
 By executing this volume submitter 401(k) plan Adoption Agreement (the Agreement), the
Employer agrees to establish or continue a 401(k) plan for its Employees. The 401(k) plan adopted
by the Employer consists of the Basic Plan Document (the BPD) and the elections made under this
Agreement (collectively referred to as the Plan). Other Employers may jointly co-sponsor the Plan
by signing a Co-Sponsor Adoption Page, which is attached to this Agreement. (See Section 1.3 of the
BPD for rules regarding the adoption of this Plan by other Employers.) This Plan is effective as of
the Effective Date identified on the Signature Page of this Agreement. 1.
    
    
    
    Employer Informationa.
    
    Name and address of Employer executing the Signature Page of this Agreement:
CheckFree Services Corporation 4411 East Jones Bridge Road., Norcross, Georgia
30092b.
    
    Employer Identification Number (EIN) for the Employer:31-1013521c.
    
    Business entity of Employer(optional):þ      (1)      C-Corporation
    
    o     (2)     S-Corporationo       (3)      Limited Liability Corporation
    
    o     (4)     Sole Proprietorshipo       (5)      Partnership
    
    o     (6)     Limited Liability Partnershipo      (7)      Government
    

o     (8)     Other
______d.
    
    Last day of Employers taxable year(optional): June 30e.
    
    Does the Employer have any Related Employers(as defined in Section 22.143 of the BPD)?þ     (1)       Yes
    
    o     (2)      Nof.
    
    If e. is yes, list the Related Employers(optional):American Payment Systems, Inc., Bastogne, Inc., CKFR Receivable Corporation, CheckFree
Investment Corp.,
American Payment Holdco, Inc., American Payment Systems of California, Inc., American Payment
Systems of New
York, Inc., CheckFree i-Solutions Australia Pty., Ltd., CheckFree i-Solutions Corp., CheckFree
i-Solutions, Inc.,
CheckFree Software & Services (UK), CheckFree i-Solutions Limited, Heliograph, Inc.,
Heliograph, Ltd. and CheckFree
Corporation[Note:This Plan will cover Employees of a Related Employer only if such Related Employer
executes a Co-Sponsor Adoption Page. Failure to cover the Employees of a Related Employer
may result in a violation of the minimum coverage rules under Code §410(b). See Section 1.3
of the BPD.]og.
    
    Multiple Employer Plan.Check this g. if this Plan is a Multiple Employer Plan. A
Multiple Employer Plan exists if an Employer (other than a Related Employer) will execute a
Co-Sponsor Page under this Agreement. (See Sections 1.3 and 21.6 of the BPD for special
rules applicable to Multiple Employer Plans.)2.
    
    
    
    Plan Informationa.
    
    Name of Plan:CheckFree Services Corporation 401(k) Planb.
    
    Plan number(as identified on the Form 5500 series filing for the Plan): 003c.
    
    Trust identification number(optional): 76-0765786d.
    
    Plan Year:[Check (1) or (2). Selection (3) may be selected in addition to (1) or (2) to
identify a Short Plan Year.]o      (1)       The calendar year.þ      (2)       The 12-consecutive month period ending June 30.o
      (3)       The Plan has a Short Plan Year beginning ____and ending ____.3.
    
    
    
    Types of ContributionsThe following types of contributions are authorized under this Plan. The selections made
below should correspond with the selections made under Parts 4A, 4B, 4C, 4D and 4E of this
Agreement.þ     a.     Section 401(k) Deferrals(Part 4A).
   © 2002 SunTrust Bank
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þ     b.     Employer Matching Contributions(Part 4B).þ     c.     Employer Nonelective Contributions(Part 4C).o     d.     Employee After-Tax Contributions(Part 4D).o     e.     Safe Harbor Matching Contributions(Part 4E).o     f.     Safe Harbor Nonelective Contributions(Part 4E).o     g.     None.This Plan is a frozen Plan effective ______(see Section 2.1(c) of the BPD).
  Part 1 - Eligibility Conditions
 (See Article 1 of the BPD)  4.
    Excluded Employees.[Check a. or any
combination of b. - g. for those contributions the
Employer elects to make under Part 4 of this Agreement. See Section 1.2 of the BPD for rules
regarding the determination of Excluded Employees for Employee After-Tax Contributions, QNECs,
QMACs and Safe Harbor Contributions.] (1)
    
    (2)
    
    (3)§401(k)
    
    Employer
    
    EmployerDeferrals
    
    Match
    
    Nonelectivea.
    
    o
    
    o
    
    o
    
    No excluded categories of Employees.b.
    
    o
    
    o
    
    o
    
    Union Employees (see Section 22.177 of the BPD).c.
    
    þ
    
    þ
    
    þ
    
    Nonresident Alien Employees (see Section 22.109 of the BPD).d.
    
    þ
    
    þ
    
    þ
    
    Leased Employees (see Section 1.2(b) of the BPD).e.
    
    þ
    
    þ
    
    þ
    
    Independent Contractors.f.
    
    þ
    
    þ
    
    þ
    
    Interns, Temporary Employees.g.
    
    o
    
    o
    
    o
    
    Highly Compensated Employees.
  5.
    Minimum age and service conditions for becoming an Eligible Participant.[Check a. or check
b. and/or any one of c.  e. for those contributions the Employer elects to make under Part 4
of this Agreement. See Section 1.4 of the BPD for the application of the minimum age and
service conditions for purposes of Employee After-Tax Contributions, QNECs, QMACs and Safe
Harbor Contributions. See Part 7 of this Agreement for special service crediting rules.] (1)
    
    (2)
    
    (3)§401(k)
    
    Employer
    
    EmployerDeferrals
    
    Match
    
    Nonelectivea.
    
    o
    
    o
    
    o
    
    None (conditions are met on Employment Commencement Date).b.
    
    þ
    
    þ
    
    þ
    
    Age 18 (cannot exceed age 21).c.
    
    o
    
    o
    
    o
    
    One Year of Service.d.
    
    o
    
    o
    
    o
    
    ___consecutive months (not more than 12) during which the
Employee completes at least___ Hours of Service (cannot exceed 1,000). If an
Employee does not satisfy this requirement in the first designated period of
months following his/her Employment Commencement Date, such Employee will be
deemed to satisfy this condition upon completing a Year of Service (as defined
in Section 1.4(b) of the BPD).e.
    
    N/A
    
    o
    
    o
    
    Two Years of Service. [Full and immediate vesting must be selected
under Part 6 of this Agreement.]
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o 6.
    Dual eligibility.Any Employee (other than an Excluded Employee) who is employed on the date designated
under a. or b. below, as applicable, is deemed to be an Eligible Participant as of the later of the date
identified under this #6 or the Effective Date of this Plan, without regard to any Entry Date selected
under Part 2. See Section 1.4(d)(2) of the BPD. [Note:If this #6 is checked, also check a. or b. If this
#6 is not checked, the provisions of Section 1.4(d)(1)of the BPD apply.]o a. The Effective Date of this Plan.o b. (Identify date)[Note:Any date specified under b. may not cause the Plan to violate the provisions of Code
§410(a). See Section 1.4 of the BPD.]  Part 2 - Commencement of Participation
 (See Section 1.5 of the BPD)  7.
    Entry Date upon which participation begins after completing minimum age and service
conditions under Part 1, #5 above.[Check one of a. - e. for those contributions the Employer
elects to make under Part 4 of this Agreement. See Section 1.5 of the BPD for determining the
Entry Date applicable to Employee After-Tax Contributions, QNECs, QMACs and Safe Harbor
Contributions.] (1)
    
    (2)
    
    (3)§401(k)
    
    Employer
    EmployerDeferrals
    
    Match
    Nonelectivea.
    
    o
    
    o
    
    o
    
    The next following Entry Date (as defined in #8 below).b.
    
    o
    
    þ
    
    þ
    
    The Entry Date (as defined in #8 below) coinciding with or next following the
completion of the age and service conditions.c.
    
    N/A
    
    o
    
    o
    
    The nearest Entry Date (as defined in #8 below).d.
    
    N/A
    
    o
    
    o
    
    The preceding Entry Date (as defined in #8 below).e.
    
    þ
    
    o
    
    o
    
    The date the age and service conditions are satisfied. [Also check #8.e.
below for the same type of contribution(s) checked here.]
  8.
    Definition of Entry Date.[Check one of a. - e. for those contributions the Employer elects
to make under Part 4 of this Agreement. Selection f. may be checked instead of or in addition
to a. - e. See Section 1.5 of the BPD for determining the Entry Date applicable to Employee
After-Tax Contributions, QNECs, QMACs and Safe Harbor Contributions.] (1)
    
    (2)
    
    (3)§401(k)
    
    Employer
    
    EmployerDeferrals
    
    Match
    Nonelectivea.
    
    o
    
    o
    
    o
    
    The first day of the Plan Year and the first day of 7th month of the Plan
Year.b.
    
    o
    
    o
    
    o
    
    The first day of each quarter of the Plan Year.c.
    
    o
    
    o
    
    o
    
    The first day of each month of the Plan Year.d.
    
    o
    
    o
    
    o
    
    The first day of the Plan Year. [If #7.a. or #7.b. above is checked for the
same type of contribution as checked here, see the restrictions in Section
1.5(b) of the BPD.]e.
    
    þ
    
    o
    
    o
    
    The date the conditions in Part 1, #5. above are satisfied. [This e. should
be checked for a particular type of contribution only if #7.e. above is also
checked for that type of contribution.]f.
    
    o
    
    þ
    
    þ
    
    (Describe Entry Date) January 1[Note:Any Entry Date designated in f. must comply with
the requirements of Code §410(a)(4) and must satisfy the
nondiscrimination requirements under §1.401(a)(4) of the
regulations. See Section 1.5(a) of the BPD.]
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Part 3 - Compensation Definitions
 (See Sections 22.92 and 22.172 of the BPD)  9.
    Definition of Total Compensation:þ       a.       W-2 Wages.o       b.       Withholding Wages.o       c.       Code §415 Safe Harbor Compensation.[Note:Each of the above definitions is increased for Elective Deferrals (as defined in
Section 22.55 of the BPD), for pre-tax contributions to a cafeteria plan or a Code §457
plan, and for qualified transportation fringes under Code §132(f)(4). See Section 22.172 of
the BPD.]10.
    Definition of Included Compensationfor allocation of contributions or forfeitures: [Check a.
or b. for those contributions the Employer elects under Part 4 of this Agreement. If b. is
selected for a particular contribution, also check any combination of c. through i. for that
type of contribution. See Section 22.92 of the BPD for determining Included Compensation for
Employee After-Tax Contributions, QNECs, QMACs and Safe Harbor Contributions.] (1)
    
    (2)
    
    (3)§401(k)
    
    Employer
    EmployerDeferrals
    
    Match
    Nonelectivea.
    
    o
    
    o
    
    o
    
    Total Compensation, as defined in #9 above.b.
    
    þ
    
    þ
    
    þ
    
    Total Compensation, as defined in #9 above, with the following exclusions:c.
    
    N/A
    
    o
    
    o
    
    
    
    Elective Deferrals, pre-tax contributions to a cafeteria plan or a Code
§457 plan, and qualified transportation fringes under Code §132(f)(4) are
excluded. See Section 22.92 of the BPD.d.
    
    þ
    
    þ
    
    þ
    
    
    
    Fringe benefits, expense reimbursements, deferred compensation, welfare
benefits, Presidents Club, Stock awards, and Stock options are excluded.e.
    
    o
    
    o
    
    o
    
    
    
    Compensation above $______is excluded.f.
    
    o
    
    þ
    
    þ
    
    
    
    Sign-on Bonuses are excluded.g.
    
    o
    
    þ
    
    þ
    
    
    
    Retention/Stay Bonuses are excluded.h.
    
    o
    
    þ
    
    þ
    
    
    
    Relocation Pay is excluded.i.
    
    o
    
    o
    
    o
    
    
    
    Amounts paid for services performed for a Related Employer that does not
execute the Co-Sponsor Adoption Page under this Agreement are excluded.
  [Note:Any exclusions selected under f. through i. above do not apply to Nonhighly
Compensated Employees in determining allocations under the Safe Harbor401(k)Plan
provisions under Part 4E of this Agreement.]o 11.
    Special rules.  o a.
    Highly Compensated Employees only.For all purposes under the Plan, the modifications to Included
Compensation elected in #10.f. through #10.i. above will apply only to Highly Compensated Employees.o b.
    Measurement period (see the operating rules under Section 2.2(c)(3)of the BPD).Instead of the Plan Year,
Included Compensation is determined on the basis of the period elected under (1) or (2) below.o (1) The calendar year ending in the Plan Year.o (2) The 12-month period ending on______which ends during the Plan Year.[Note:If this selection b. is checked, Included Compensation will be determined on
the basis of the period designated in (1) or (2) for all contribution types. If this
selection b. is not checked, Included Compensation is based on the Plan Year. See
Part 4 for the ability to use partial year Included Compensation.][Practitioner Tip:If #11.b is checked, it is recommended that the Limitation Year
for purposes of applying the Annual Additions Limitation under Code §415 correspond
to the period used to determine Included Compensation. This modification to the
Limitation Year may be made in Part 13, #69.a. of this Agreement.]   © 2002 SunTrust Bank
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Part 4A - Section 401(k) Deferrals
 (See Section 2.3(a) of the BPD) þ
    
    Check this selection and complete the applicable sections of this Part 4A to allow for
Section 401(k) Deferrals under the Plan.þ 12.
    
    Section 401(k) Deferral limit. 80% of Included Compensation. [If this #12
isnotchecked, the Code §402(g) deferral limit described in Section 17.1 of the BPD and the
Annual Additions Limitation under Article 7 of the BPD still apply.]þ     a.
    
    Applicable period.The limitation selected under #12 applies with respect to Included Compensation earned during:o      (1)     the Plan Year.þ     (2)     the portion of the Plan Year in which the Employee is an Eligible Participant.o      (3)     each separate payroll period during which the Employee is an Eligible Participant.[Note:If Part 3, #11.b. is checked, any period selected under this a. will be
determined as if the Plan Year were the period designated under Part 3, #11.b. See
Section 2.2(c)(3) of the BPD.]o     b.
    
    Limit applicable only to Highly Compensated Employees.[If this b. is not checked, any limitation selected under
#12 applies to all Eligible Participants.]o     (1)
    
    The limitation selected under #12 applies only to Highly Compensated Employees.o     (2)
    
    The limitation selected under #12 applies only to
Nonhighly Compensated Employees. Highly Compensated Employees may defer up to
______% of Included Compensation (as determined under a. above). [The
percentage inserted in this (2) for Highly Compensated Employees must be lower
than the percentage inserted in #12 for Nonhighly Compensated Employees.]þ 13.
    
    Minimum deferral rate:[If this #13 is not checked, no minimum deferral rate applies to
Section 401(k) Deferrals under the Plan.]þ     a.     1 % of Included Compensation for a payroll period.o     b.     $______for a payroll period.o14.
    
    Automatic deferral election.(See Section 2.3(a)(2) of the BPD.) An Eligible
Participant will automatically defer % of Included Compensation for each payroll
period, unless the Eligible Participant makes a contrary Salary Reduction Agreement election
on or after______. This automatic deferral election will apply to:o     a.     all Eligible Participants.o     b.     only those Employees who become Eligible Participants on or after the following date:o15.
    
    Effective Date.If this Plan is being adopted as a new 401(k) plan or to add a 401(k)
feature to an existing plan, Eligible Participants may begin making Section 401(k) Deferrals
as of:______
   © 2002 SunTrust Bank
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Part 4B - Employer Matching Contributions
 (See Sections 2.3(b) and (c) of the BPD)  þ
    Check this selection and complete this Part 4B to allow for Employer Matching Contributions.
Each formula allows for Employer Matching Contributions to be allocated to Section 401(k)
Deferrals and/or Employee After-Tax Contributions (referred to as applicable contributions).
If a matching formula applies to both types of contributions, such contributions are
aggregated to determine the Employer Matching Contribution allocated under the formula. If any
formula applies to Employee After-Tax Contributions, Part 4D must be completed.[Note:Do not
check this selection if theonlyEmployer Matching Contributions authorized under the
Plan are Safe Harbor Matching Contributions. Instead, complete the applicable elections under
Part 4E of this Agreement. If a regular Employer Matching Contribution will be made in
addition to a Safe Harbor Matching Contribution, complete this Part 4B for the regular
Employer Matching Contribution and Part 4E for the Safe Harbor Matching Contribution. To avoid
ACP Testing with respect to any regular Employer Matching Contributions, such contributions
may not be based on applicable contributions in excess of 6% of Included Compensation and any
discretionary regular Employer Matching Contributions may not exceed 4% of Included
Compensation.]16.
    Employer Matching Contribution formula(s):[See the operating rules under #17 below.] (1)
    
    (2)§401(k)
    
    EmployeeDeferrals
    
    After-Taxa.
    
    þ
    
    o
    
    Fixed matching contribution.The Companys
matching contribution is equal to the
greater of 50% of the first 4% of eligible
earnings or 100% of deferral up to
$1,000.00.b.
    
    þ
    
    o
    
    Discretionary matching contribution.The
Employer may make an additional enhanced
matching contribution each year based on
performance goals established by the
Employer or the compensation committee of
its parent company.c.
    
    o
    
    o
    
    Tiered matching contribution.A uniform
percentage of each tier of each Eligible
Participants applicable contributions,
determined as follows:
 Tiers of contributions
    
    Matching percentage(indicate $ or %)(a) First
    
    (b)(c) Next
    
    (d)(e) Next
    
    (f)(g) Next
    
    (h)
 [Note:Fill in only percentages or dollar amounts, but not
both. If percentages are used, each tier represents the
amount of the Participants applicable contributions that
equals the specified percentage of the Participants Included
Compensation.]   © 2002 SunTrust Bank
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d.
    
    o
    
    o
    
    Discretionary tiered matching contribution.The Employer will
determine a matching percentage for each tier of each Eligible Participants applicable
contributions. Tiers are determined in increments of:
 Tiers of contributions(indicate $ or %)(a) First(b) Next(c) Next(d) Next[Note:Fill in only percentages or dollar amounts, but not
both. If percentages are used, each tier represents the
amount of the Participants applicable contributions that
equals the specified percentage of the Participants
Included Compensation.]
 e.
    
    o
    
    o
    
    Year of Service matching contribution.A uniform percentage of each
Eligible Participants applicable contributions based on Years of Service with the
Employer, determined as follows:Years of Service
    
    Matching Percentage(a)
    
    (b)     %(c)
    
    (d)     %(e)
    
    (f)     %o     1.
    
    In applying the Year of Service matching contribution formula, a Year of Service is: [If not checked, a Year of
Service is 1,000 Hours of Service during the Plan Year.]o     a.      as defined for purposes of eligibility under Part 7.o     b.       as defined for purposes of vesting under Part 7.o     2.
    
    Special limits on Employer Matching Contributions under the Year of Service formula:o     a.       The
Employer Matching Contribution allocated to any
Eligible Participant may                  
not exceed___% of Included Compensation.o      b.     The
Employer Matching Contribution will apply only to a Participants                 
applicable contributions that do not exceed:o     (1)      ___% of Included Compensation.o    (2)      $___.
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17.
    
    Operating rules for applying the matching contribution formulas:a.
    
    Applicable contributions taken into account:(See Section 2.3(b)(3) of the
BPD.) The matching contribution formula(s) elected in #16. above (and any limitations
on the amount of a Participants applicable contributions considered under such
formula(s)) are applied separately for each:þ(1)     Plan Year.
    
    o      (2)     Plan Year quarter.o(3)     calendar month.
    
    o     (4)     payroll period.[Note:If Part 3, #11.b. is checked, the period selected under this a. (to the
extent such period refers to the Plan Year) will be determined as if the Plan Year
were the period designated under Part 3, #11.b.]b.
    
    Special rule for partial period of participation.If an Employee is an Eligible
Participant for only part of the period designated in a. above, Included Compensation
is taken into account for:o(1) the entire period, including the portion of the period
during which the Employee is not an Eligible Participant.þ (2) the portion of the period in which the Employee is an
Eligible Participant.o     (3) the portion of the period during which the Employees
election to make the applicable contributions is in effect.oc.
    
    Special rule for discretionary Employer Matching Contribution.The period selected in a. above does not apply to
the discretionary matching contribution selected under #16.b. above. [Note:This c. should be selected only if
#16.b. is selected in combination with another matching contribution formula under #16 and a period other than
the Plan Year is selected for such other matching contribution formula. If this c. is checked, the discretionary
matching contribution selected under #16.b. will be based on the Plan Year, regardless of any other selection
under a. above.]o 18.
    
    Qualified Matching Contributions (QMACs):[Note:Regardless of any elections under this #18, the Employer may make a QMAC to the Plan to correct a
failed ADP or ACP Test, as authorized under Sections 17.2(d)(2) and 17.3(d)(2) of the BPD. Any QMAC allocated to correct the ADP or ACP Test which
is not specifically authorized under this #18 will be allocated to all Eligible Participants who are Nonhighly Compensated Employees as a uniform
percentage of Section 401(k) Deferrals made during the Plan Year. QMACs may only be used in the ADP or ACP Test if the Current Year Testing Method
is selected under #31 below. See Section 2.3(c) of the BPD.]o   a.
    
    All Employer Matching Contributions are designated as QMACs.o  b.
    
    Only Employer Matching Contributions described in selection(s)______under #16 above are designated as QMACs.o  c.
    
    In addition to any Employer Matching Contribution provided under #16 above, the Employer may make a discretionary
QMAC that is allocated equally as a percentage of Section 401(k) Deferrals made during the Plan Year. The
Employer may allocate QMACs only on Section 401(k) Deferrals that do not exceed a specific dollar amount or a
percentage of Included Compensation that is uniformly determined by the Employer. QMACs will be allocated to:o(1) Eligible Participants who are Nonhighly Compensated Employees.o(2) all Eligible Participants.19.
    
    Allocation conditions.An Eligible Participant must satisfy the following allocation
conditions for an Employer Matching Contribution: [Check a. or b. or any combination of c. -
f. Selection e. may not be checked if b. or d. is checked. Selection g. and/or h. may be
checked in addition to b. - f.]o  a.
    
    None.o  b.
    
    Safe harbor allocation condition.An Employee must be
employed by the Employer on the last day of the Plan Year
OR must have more than______(not more than 500) Hours of
Service for the Plan Year.þ  c.
    
    Last day of employment condition.An Employee must be
employed with the Employer on the last day of the Plan
Year.o  d.
    
    Hours of Service condition.An Employee must be credited
with at least______Hours of Service (may not exceed
1,000) during the Plan Year.þ  e.
    
    Elapsed Time Method.(See Section 2.5(c) of the BPD.)
   © 2002 SunTrust Bank
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o (1)
    
    Safe harbor allocation condition.An Employee must be
employed by the Employer on the last day of the Plan Year OR must have more
than ______ (not more than 91) consecutive days of employment with the
Employer during the Plan Year.þ(2)
    
    Service condition.An Employee must have more than 181 (182 in a leap year) (not more than 182) consecutive days of
employment with the Employer during the Plan Year.o f.
    

    Distribution restriction.An Employee must not have taken a distribution
of the applicable contributions eligible for an Employer Matching Contribution prior to
the end of the period for which the Employer Matching Contribution is being made (as
defined in #17.a. above). See Section 2.5(d) of the BPD.o g.
    

    Application to a specified period.In applying the allocation
condition(s) designated under b. through e. above, the allocation condition(s) will be
based on the period designated under #17.a. above. In applying an Hours of Service
condition under d. above, the following method will be used: [This g. should be checked
only if a period other than the Plan Year is selected under #17.a. above. Selection (1)
or (2) must be selected only if d. above is also checked.]o(1)
    
    Fractional method(see Section 2.5(e)(2)(i) of the BPD).o(2)
    
    Period-by-period method(see Section 2.5(e)(2)(ii) of the BPD).[Practitioner Note:If this g. is not checked, any allocation condition(s) selected
under b. through e. above will apply with respect to the Plan Year, regardless of
the period selected under #17.a. above. See Section 2.5(e) of the BPD for procedural
rules for applying allocation conditions for a period other than the Plan Year.]oh.
    

    The above allocation condition(s) will notapply if:o (1)
    
    the Participant dies during the Plan Year.o (2)
    
    the Participant is Disabled.o (3)
    
    the Participant, by the end of the Plan Year, has reached:o
(a) Normal Retirement Age.o
(b) Early Retirement Age.oi.
    

    Special rule for designated matching contributions.The allocation conditions designated under this #19 do not
apply to the Employer Matching Contributions described in selection(s) ______ of #16 above. [Note:If this i. is
checked, insert in the blank line the appropriate section(s) of #16. The allocation conditions designated under
this #19 will not apply to such designated contributions.]
  Part 4C - Employer Nonelective Contributions
 þ
    
    Check this selection and complete this Part 4C to allow for Employer Nonelective Contributions.[Note:Do not check
this selection if the only Employer Nonelective Contributions authorized under the Plan are Safe Harbor Nonelective
Contributions. Instead, complete the applicable elections under Part 4E of this Agreement.]þ20.
    
    Employer Nonelective Contribution (other than QNECs):The Employer will determine each Plan Year, in its sole
discretion, the amount it will contribute to the Plan as an Employer Nonelective Contribution. Any Employer Nonelective
Contribution made for the Plan Year will be allocated in accordance with the allocation formula selected in #21 below.
[Note:Check this #20 to permit the Employer to make a discretionary Employer Nonelective Contribution (other than a
QNEC). If this #20 is checked, also check #21 and select the appropriate allocation formula.]þ21.
    
    Allocation formula for Employer Nonelective Contributions (other than QNECs):þa.
    
    Pro Rata Allocation Method.Any Employer Nonelective
Contribution will be allocated to each Eligible
Participant as a uniform percentage of Included
Compensation.o b.
    
    Permitted Disparity Method.The allocation for each
Eligible Participant is determined under the following
formula:o
(1) Two-Step Formula.o
(2) Four-Step Formula.o c.
    
    Allocation for designated groups(see Section 2.2(b)(3)
of the BPD).The Employer Nonelective Contribution made
for each allocation group designated below will be
allocated to the Eligible Participants within such
allocation groups as a uniform percentage of Included
Compensation (unless elected otherwise under d. below).
The Employer may make a different discretionary
Employer Nonelective Contribution for
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each allocation group. In determining the
allocation for a particular allocation
group, only Eligible Participants in such
allocation group are taken into account.o(1)    Group A:o(2)    Group B:o(3)    Group C:o(4)    Group D:o(5)    Group E:[Note:The allocation groups designated above must be clearly defined in a manner
that will not violate the definite predetermined allocation formula requirement of
Treas. Reg. §1.401-1(b)(1)(ii). The Employer must notify the Trustee in writing of
the amount of the contribution to be allocated to each designated group. See Section
2.2(b)(3) of the BPD for administrative procedures for determining the allocation of
the Employer Contribution among the designated allocation groups. If additional
allocation groups are needed, attach a separate Exhibit B to this Agreement listing
the appropriate allocation groups.]od.
    
    Uniform dollar allocation.In determining the allocation
for designated groups under c. above, the Employer
Nonelective Contribution allocated to Eligible Participants
within the following allocation group(s) will be the same
dollar amount of contribution rather than a uniform
percentage of Included Compensation: [Note:This d. may be
checked only if c. above is also checked. Designate on the
blank line the allocation group(s) listed under c. above
for which a uniform dollar allocation will apply.]oe.
    
    Age-weighted allocation formula.The Employer Contribution
for the Plan Year will be allocated to each Eligible
Participant in accordance with the age-weighted allocation
formula described in Section 2.2(b)(5) of the BPD. Under
the age-weighted allocation formula, the Employer
Contribution is allocated on the basis of each Eligible
Participants Normalization Factor. A Participants
Normalization Factor is the Participants Included
Compensation multiplied by the Actuarial Factor determined
under Exhibit A of this Agreement. In determining a
Participants Actuarial Factor, the following assumptions
apply:(1)
    
    Applicable interest rate.[Check (a), (b) or (c).]o(a)  8.5%    o (b) 8.0%    o (c) 7.5%(2)
    
    Applicable mortality table.[Check (a) or (b).]o(a)  UP-1984 mortality table.o(b)  (Specify mortality table) ______[Note:The Actuarial Factors included in Appendix A are based on the UP-1984
mortality table. If a mortality table other than UP-1984 is selected, the
appropriate Actuarial Factors based on the selected mortality table must be
attached as Appendix A.]þ22.
    
    Qualified Nonelective Contribution (QNEC).The Employer may make a discretionaryQNEC that is allocated under the
following method. [Note:Regardless of any elections under this #22, the Employer may make a QNEC to the Plan to
correct a failed ADP or ACP Test, as authorized under Sections 17.2(d)(2) and 17.3(d)(2) of the BPD. Any QNEC allocated
to correct the ADP or ACP Test which is not specifically authorized under this #22 will be allocated as a uniform
percentage of Included Compensation to all Eligible Participants who are Nonhighly Compensated Employees. QNECs may
only be used in the ADP or ACP Test if the Current Year Testing Method is selected under #31, below. See Section 2.3(e)
of the BPD.]þa.
    
    Pro Rata Allocation method.(See Section 2.3(e)(1) of the BPD.) The QNEC will be
allocated as a uniform percentage of Included Compensation to:þ(1)all Eligible Participants who are Nonhighly Compensated Employees.o(2)all Eligible Participants.ob.
    
    Bottom-up QNEC method.The QNEC will be allocated to Eligible Participants who are
Nonhighly Compensated Employees in reverse order of Included Compensation. (See
Section 2.3(e)(2) of the BPD.)þc.
    
    Application of allocation conditions.If this c. is checked, QNECs will be allocated
only to Eligible Participants who have satisfied the allocation conditions under #24
below. [If this c. is not checked, QNECs will be allocated without regard to the
allocation conditions under #24 below.]
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23.
    
    Operating rules for determining amount of Employer Nonelective Contributions.a.
    
    Special rules regarding Included Compensation.(1)
    
    Applicable period for determining Included Compensation.In
determining the amount of Employer Nonelective Contributions to be allocated to
an Eligible Participant under this Part 4C, Included Compensation is determined
separately for each: [If #21.b. above is checked, the Plan Year must be
selected under (a) below.]þ  (a)
    
    Plan Year.
    
    o  (b)
    
    Plan Year quarter.o  (c)
    
    calendar month.
    
    o  (d)
    
    payroll period.[Note:If Part 3, #11.b. is checked, the period selected under this (1) (to the
extent such period refers to the Plan Year) will be determined as if the Plan
Year were the period designated under Part 3, #11.b. See Section 2.2(c)(3) of
the BPD.]o
    
    (2)
    
    Special rule for partial period of participation.If an Employee is an
Eligible Participant for only part of the period designated under (1) above, Included
Compensation is taken into account for the entire period, including the portion of the
period during which the Employee is not an Eligible Participant. [If this selection (2)
is not checked, Included Compensation is taken into account only for the portion of the
period during which the Employee is an Eligible Participant.]
 o   b.
    
    Special rules for applying the Permitted Disparity Method.[Complete
this b. only if #21.b. above is also checked.]o   (1)
    
    Application of Four-Step Formula for Top-Heavy Plans.
If this (1) is checked, the Four-Step Formula applies instead of the Two-Step
Formula for any Plan Year in which the Plan is a Top Heavy Plan. [This (1) may
only be checked if #21.b.(1) above is also checked.]o   (2)
    
    Excess Compensation under the Permitted Disparity
Methodis the amount of Included Compensation that exceeds: [If this selection
(2) is not checked, Excess Compensation under the Permitted Disparity Method is
the amount of Included Compensation that exceeds the Taxable Wage Base.]o (a)
    
    ________% (may not exceed 100%) of the Taxable Wage Base.o  1.
    
    The amount determined under (a) is not rounded.o  2.
    
    The amount determined under (a) is rounded (but
not above the Taxable Wage Base) to the next higher:o  a.  $1.o  b.  $100.o  c.  $1,000.o (b)

    (may not exceed the Taxable Wage Base).[Note:The maximum integration percentage of 5.7% must be reduced to (i)
5.4% if Excess Compensation is based on an amount that isgreaterthan 80%
but less than 100% of the Taxable Wage Base or (ii) 4.3% if Excess
Compensation is based on an amount that is greater than 20% but less than or
equal to 80% of the Taxable Wage Base. See Section 2.2(b)(2) of the BPD.]24.
    
    Allocation conditions.An Eligible Participant must satisfy the following allocation
conditions for an Employer Nonelective Contribution: [Check a. or b. or any combination of c.
- e. Selection e. may not be checked if b. or d. is checked. Selection f. and/or g. may be
checked in addition to b. - e.]o   a.
    
    None.o   b.
    
    Safe harbor allocation condition.An Employee must be
employed by the Employer on the last day of the Plan Year
OR must have more than ___ (not more than 500) Hours of
Service for the Plan Year.þ   c.
    
    Last day of employment condition.An Employee must be
employed with the Employer on the last day of the Plan
Year.o   d.
    
    Hours of Service condition.An Employee must be credited
with at least ___ Hours of Service (may not exceed
1,000) during the Plan Year.þ   e.
    
    Elapsed Time Method.(See Section 2.6(d) of the BPD.)
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o(1)
    
    Safe harbor allocation condition.An Employee must be
employed by the Employer on the last day of the Plan Year OR must have more
than ___(not more than 91) consecutive days of employment with the
Employer during the Plan Year.þ(2)
    
    Service condition.An Employee must have more than 181
(182 in a leap year) (not more than 182) consecutive days of
employment with the Employer during the Plan Year.of.
    
    Application to a specified period.In applying the allocation
condition(s) designated under b. through e. above, the allocation condition(s) will be
based on the period designated under #23.a.(1) above. In applying an Hours of Service
condition under d. above, the following method will be used: [This f. should be checked
only if a period other than the Plan Year is selected under #23.a.(1) above. Selection
(1) or (2) must be selected only if d. above is also checked.]o(1)
    
    Fractional method(see Section 2.6(e)(2)(i) of the BPD).o(2)
    
    Period-by-period method(see Section 2.6(e)(2)(ii) of the BPD).[Practitioner Note:If this f. is not checked, any allocation condition(s) selected
under b. through e. above will apply with respect to the Plan Year, regardless of
the period selected under #23.a.(1) above. See Section 2.6(e) of the BPD for
procedural rules for applying allocation conditions for a period other than the Plan
Year.]og.
    
    The above allocation condition(s) will notapply if:o(1)
    
    the Participant dies during the Plan Year.o(2)
    
    the Participant is Disabled.o(3)
    
    the Participant, by the end of the Plan Year, has reached:o(a) Normal Retirement Age.o(b) Early Retirement Age.
  Part 4D - Employee After-Tax Contributions
 (See Section 3.1 of the BPD) o
    
    Check this selection to allow for Employee After-Tax Contributions.If Employee After-Tax Contributions will not be permitted
under the Plan, do not check this selection and skip the remainder of this Part 4D. [Note:The eligibility conditions for making
Employee After-Tax Contributions are listed in Part 1 of this Agreement under §401(k) Deferrals.]o 25.
    
    Maximum. _______% of Included Compensation for:oa.
    
    the entire Plan Year.ob.
    
    the portion of the Plan Year during which the Employee is an Eligible Participant.oc.
    
    each separate payroll period during which the Employee is an Eligible Participant.[Note:If this #25 is not checked, the only limit on Employee After-Tax Contributions is the
Annual Additions Limitation under Article 7 of the BPD. If Part 3, #11.b. is checked, any
period selected under this #25 will be determined as if the Plan Year were the period
designated under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]o 26.
    
    Minimum.For any payroll period, no less than:oa.
    
    ___% of Included Compensation.ob.
    
    $___.
  Part 4E - Safe Harbor 401(k) Plan Election
 (See Section 17.6 of the BPD) o
    
    Check this selection and complete this Part 4E if the Plan is designed to be a Safe Harbor 401(k) Plan.o27.
    
    Safe Harbor Matching Contribution:The Employer will make an Employer Matching Contribution with respect to an Eligible
Participants Section 401(k) Deferrals and/or Employee After-Tax Contributions (applicable contributions) under the following
formula: [Complete selection a. or b. In addition, complete selection c. Selection d. may be checked in addition to a. or b. and c.]oa.
    
    Basic formula:100% of applicable contributions up to the first 3% of
Included Compensation, plus 50% of applicable contributions up to the next
2% of Included Compensation.
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ob.
    
    Enhanced formula:o (1)
    
    ___% (not less than
100%) of applicable
contributions up to
___% of Included
Compensation (not
less than 4% and not
more than 6%).o (2)
    
    The sum of: [The
contributions under
this (2) must not be
less than the
contributions that
would be calculated
under a. at each
level of applicable
contributions.]o (a) ___% of applicable
contributions up to the first (b) ____% of Included
Compensation, pluso (c) ___% of applicable
contributions up to the next (d) ____% of Included
Compensation.[Note:The percentage in (c) may not be greater than the percentage in (a).
In addition, the sum of the percentages in (b) and (d) may not exceed 6%.]c.
    
    Applicable contributions taken into account:(See Section
17.6(a)(1)(i) of the BPD.) The Safe Harbor Matching Contribution formula elected
in a. or b. above (and any limitations on the amount of a Participants applicable
contributions considered under such formula(s)) are applied separately for each:o(1)
    
    Plan Year.
    
    o(2)
    
    Plan Year quarter.o(3)
    
    calendar month.
    
    o(4)
    
    payroll period.[Note:If Part 3, #11.b. is checked, any
period selected under this #25 will be
determined as if the Plan Year were the
period designated under Part 3, #11.b. See
Section 2.2(c)(3) of the BPD.]od.
    
    Definition of applicable contributions.Check
this d. if the Plan permits Employee
After-Tax Contributions but the Safe Harbor
Matching Contribution formula selected under
a. or b. above does not apply to such
Employee After-Tax Contributions.o28.
    
    Safe Harbor Nonelective Contribution: ____% (no less than 3%) of Included Compensation.oa.
    
    Check this selection if the Employer will
make this Safe Harbor Nonelective
Contribution pursuant to a supplemental
notice as described in Section 17.6(a)(1)(ii)
of the BPD. If this a. is checked, the Safe
Harbor Nonelective Contribution will be
required only for a Plan Year for which the
appropriate supplemental notice is provided.
For any Plan Year in which the supplemental
notice is not provided, the Plan is not a
Safe Harbor 401(k) Plan.ob.
    
    Check this selection to provide the Employer
with the discretion to increase the above
percentage to a higher percentage.oc.
    
    Check this selection if the Safe Harbor
Nonelective Contribution will be made under
another plan maintained by the Employer and
identify the plan:od.
    
    Check this d. if the Safe Harbor Nonelective
Contribution offsets the allocation that would otherwise be made
to the Participant under Part 4C, #21 above. If the Permitted
Disparity Method is elected under Part 4C, #21.b., this offset
applies only to the second step of the Two-Step Formula or the
fourth step of the Four-Step Formula, as applicable.o 29.
    
    Special rule for partial period of participation.If an Employee
is an Eligible Participant for only part of a Plan Year,
Included Compensation is taken into account for the entire Plan
Year, including the portion of the Plan Year during which the
Employee is not an Eligible Participant. [If this #29 is not
checked, Included Compensation is taken into account only for
the portion of the Plan Year in which the Employee is an
Eligible Participant.]30.
    
    Eligible Participant.For purposes of the Safe Harbor Contributions elected above, Eligible
Participant means: [Check a., b. or c. Selection d. may be checked in addition to a., b. or c.]oa.
    
    All Eligible Participants (as determined for Section 401(k) Deferrals).ob.
    
    All Nonhighly Compensated Employees who are Eligible Participants (as determined for Section 401(k) Deferrals).oc.
    
    All Nonhighly Compensated Employees who are Eligible Participants (as determined for Section 401(k) Deferrals)
and all Highly Compensated Employees who are Eligible Participants (as determined for Section 401(k) Deferrals)
but who are not Key Employees.od.
    
    Check this d. if the selection under a., b. or c., as applicable, applies only to Employees who would be
Eligible Participants for any portion of the Plan Year if the eligibility conditions selected for Section 401(k)
Deferrals in Part 1, #5 of this Agreement were one Year of Service and age 21. (See Section 17.6(a)(1) of the
BPD.)
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Part 4F - Special 401(k) Plan Elections
   31.
    
    ADP/ACP testing method.In performing the ADP and ACP tests, the Employer will use the
following method: (See Sections 17.2 and 17.3 of the BPD for an explanation of the ADP/ACP
testing methods.)o      a.
    
    Prior Year Testing Method.þ     b.
    
    Current Year Testing Method.[Practitioner Note:If this Plan is intended to be a Safe-Harbor 401(k) Plan under Part 4E
above, the Current Year Testing Methodmustbe elected under b. See Section 17.6 of the
BPD.]o32.
    
    First Plan Year for Section 401(k) Deferrals.(See Section
17.2(b) of the BPD.) Check this selection if this Agreement
covers the first Plan Year that the Plan permits Section 401(k)
Deferrals. The ADP for the Nonhighly Compensated Employee Group
for such first Plan Year is determined under the following
method:o      a.
    
    the Prior Year Testing
Method, assuming a 3%
deferral percentage for the
Nonhighly Compensated
Employee Group.o      b.
    
    the Current Year Testing
Method using the actual
deferral percentages of the
Nonhighly Compensated
Employee Group.o33.
    
    First Plan Year for Employer Matching Contributions or Employee
After-Tax Contributions.(See Section 17.3(b) of the BPD.) Check
this selection if this Agreement covers the first Plan Year that
the Plan includes either an Employer Matching Contribution
formula or permits Employee After-Tax Contributions. The ACP for
the Nonhighly Compensated Employee Group for such first Plan
Year is determined under the following method:o      a.
    
    the Prior Year Testing
Method, assuming a 3%
contribution percentage for
the Nonhighly Compensated
Employee Group.o      b.
    
    the Current Year Testing
Method using the actual
contribution percentages of
the Nonhighly Compensated
Employee Group.
  Part 5 - Retirement Ages
   34.
    
    Normal Retirement Age:þ     a.
    
    Age 62 (not to exceed 65).o     b.
    
    The later of (1) age ___ (not
to exceed 65) or (2) the ___ (not to exceed 5th) anniversary of the date the
Employee commenced participation in the Plan.o      c.
    
    _______ (may not be later than the maximum age permitted under b.)35.
    
    Early Retirement Age:[Check a. or check b. and/or c.]o      a.
    
    Not applicable.þ      b.
    
    Age 55.o      c.
    
    Completion of ___ Years of Service, determined as follows:o     (1)      Same as for eligibility.o      (2)      Same as for vesting.
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Part 6 - Vesting Rules
 (See Article 4 of the BPD)  v
    Complete this Part 6 only if the Employer has elected to make Employer Matching
Contributions under Part 4B or Employer Nonelective Contributions under Part 4C. Section
401(k)Deferrals, Employee After-Tax Contributions, QMACs, QNECs, Safe Harbor Contributions,
and Rollover Contributions are always 100% vested. (See Section 4.2 of the BPD for the
definitions of the various vesting schedules.)  36.
    Normal vesting schedule:[Check one of a. - f. for those contributions the Employer elects to
make under Part 4 of this Agreement.] (1)
    
    (2)Employer
    
    EmployerMatch
    
    Nonelectivea.
    
    þ
    
    þ
    
    Full and immediate vesting.b.
    
    o
    
    o
    
    7-year graded vesting schedule.c.
    
    o
    
    o
    
    6-year graded vesting schedule.d.
    
    o
    
    o
    
    5-year cliff vesting schedule.e.
    
    o
    
    o
    
    3-year cliff vesting schedule.f.
    
    o
    
    o
    
    Modified vesting schedule:(1) % after 1 Year of Service(2)% after 2 Years of Service(3)% after 3 Years of Service(4)% after 4 Years of Service(5)% after 5 Years of Service(6)% after 6 Years of Service, and(7) 100% after 7 Years of Service.[Note:The percentages selected under the modified vesting schedule
must not be less than the percentages that would be required under the
7-year graded vesting schedule, unless 100% vesting occurs after no
more than 5 Years of Service.]
  37.
    Vesting schedule when Plan is top-heavy:[Check one of a. - d. for those contributions the
Employer elects to make under Part 4 of this Agreement.] (1)
    
    (2)Employer
    
    EmployerMatch
    
    Nonelectivea.
    
    þ
    
    þ
    
    Full and immediate vesting.b.
    
    o
    
    o
    
    6-year graded vesting schedule.c.
    
    o
    
    o
    
    3-year cliff vesting schedule.d.
    
    o
    
    o
    
    Modified vesting schedule:(1)% after 1 Year of Service(2)% after 2 Years of Service(3)% after 3 Years of Service(4)% after 4 Years of Service(5)% after 5 Years of Service, and(6) 100% after 6 Years of Service.[Note:The percentages selected under the modified vesting schedule
must not be less than the percentages that would be required under the
6-year graded vesting schedule, unless 100% vesting occurs after no
more than 3 Years of Service.]
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o
    
    
    38.
    
    
    Service
    
    excluded
    
    under the above vesting schedule(s):o
    
    a.
    
    Service before the original Effective Date of this Plan. (See Section 4.5(b)(1) of the BPD for rules
that require service under a Predecessor Plan to be counted.)o
    
    b.
    
    Years of Service completed before the Employees___birthday (cannot exceed the 18th birthday).o
    
    
    39.
    
    
    Special 100% vesting.An Employees vesting percentage increases to 100% if, while employed with the Employer, the
Employee:o
    
    a.
    
    dies.o
    
    b.
    
    becomes Disabled (as defined in Section 22.47 of the BPD).o
    
    c.
    
    reaches Early Retirement Age (as defined in Part 5, #35 above).o
    
    
    40.
    
    
    Special vesting provisions.Check this #40 and attach an addendum to the Agreement describing any special vesting
provisions that are not otherwise described under the BPD or this Agreement.
  Part 7 - Special Service Crediting Rules
 (See Article 6 of the BPD) If no minimum service requirement applies under Part 1, #5 of this Agreement and all contributions
are 100% vested under Part 6, skip this Part 7. v
    
    
    
    
    
    Year of Service - Eligibility.1,000 Hours of Service during an Eligibility Computation Period. Hours of
Service are calculated using the Actual Hours Crediting Method. [To modify, complete #41 below.]v
    
    
    
    
    
    Eligibility Computation Period.If one Year of Service is required for eligibility, the Shift-to-Plan-Year
Method is used. If two Years of Service are required for eligibility, the Anniversary Year Method is used.
[To modify, complete #42 below.]v
    
    
    
    
    
    Year of Service - Vesting.1,000 Hours of Service during a Vesting Computation Period. Hours of Service are
calculated using the Actual Hours Crediting Method. [To modify, complete #43 below.]v
    
    
    
    
    
    Vesting Computation Period.The Plan Year. [To modify, complete #44 below.]v
    
    
    
    
    
    Break in Service Rules.The Rule of Parity Break in Service rule applies for both eligibility and vesting
but the one-year holdout Break in Service rule is NOT used for eligibility or vesting. [To modify, complete
#45 below.]o
    
    
    41.
    
    
    Alternative definition of Year of Service for eligibility.
 o
    
    a.
    
    A Year of Service is Hours of Service (may not exceed
1,000) during an Eligibility Computation Period.o
    
    b.
    
    Use the Equivalency Method (as defined in Section 6.5(a) of
the BPD) to count Hours of Service. If this b. is checked,
each Employee will be credited with 190 Hours of Service for
each calendar month for which the Employee completes at least
one Hour of Service, unless a different Equivalency Method is
selected under #46 below. The Equivalency Method applies to:o
    
    
    (1
    )
    
    All Employees.o
    
    
    (2
    )
    
    Employees who are not paid on an hourly basis. For
hourly Employees, the Actual Hours Method will be used.o
    
    c.
    
    Use the Elapsed Time Method instead of counting Hours of
Service. (See Section 6.5(b) of the BPD.)
 o
    
    
    42.
    
    
    Alternative method for determining Eligibility Computation Periods.(See Section 1.4(c) of the BPD.)o
    
    a.
    
    One Year of Service eligibility.Eligibility Computation
Periods are determined using the Anniversary Year Method
instead ofthe Shift-to-Plan-Year Method.o
    
    b.
    
    Two Years of Service eligibility.Eligibility
Computation Periods are determined using the
Shift-to-Plan-Year Method instead ofthe Anniversary
Method.
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o
    
    
    43.
    
    
    Alternative definition of Year of Service for vesting.o
    
    a.
    
    A Year of Service is____ Hours of Service (may not
exceed 1,000) during a Vesting Computation Period.o
    
    b.
    
    Use the Equivalency Method (as defined in Section 6.5(a)
of the BPD) to count Hours of Service. If this b. is
checked, each Employee will be credited with 190 Hours
of Service for each calendar month for which the
Employee completes at least one Hour of Service, unless
a different Equivalency Method is selected under #46
below. The Equivalency Method applies to:o
    
    
    (1
    )
    
    All Employees.o
    
    
    (2
    )
    
    Employees who are not paid on an hourly basis. For
hourly Employees, the Actual Hours Method will be used.o
    
    c.
    
    Use the Elapsed Time Method instead of counting Hours of Service. (See Section 6.5(b) of the BPD.)
 o
    
    
    44.
    
    
    Alternative method for determining Vesting Computation Periods.Instead of Plan Years, use:o
    
    a.
    
    Anniversary Years. (See Section 4.4 of the BPD.)o
    
    b.
    
    (Describe Vesting Computation Period):[Practitioner Note:Any Vesting Computation Period described in b. must be a 12-consecutive month period and must apply
uniformly to all Participants.]
 o
    
    
    45.
    
    
    Break in Service rules.o
    
    a.
    
    The Rule of Parity Break in Service ruledoes not apply for purposes of determining eligibility or vesting under the
Plan. [If this selection a. is not checked, the Rule of Parity Break in Service Rule applies for purposes of eligibility
and vesting. (See Sections 1.6 and 4.6 of the BPD.)]o
    
    b.
    
    One-year holdout Break in Service rule.o
    
    
    (1
    )
    
    Applies to determine eligibility for: [Check one or both.]o
    
    (a)
    
    Employer Contributions (other than Section 401(k) Deferrals).o
    
    (b)
    
    Section 401(k) Deferrals. (See Section 1.6(c) of the BPD.)o
    
    
    (2
    )
    
    Applies to determine vesting. (See Section 4.6(a) of the BPD.)
 o
    
    
    46.
    
    
    Special rules for applying Equivalency Method.[This #46 may only be checked if
#41.b. and/or #43.b. is checked above.]o
    
    a.
    
    Alternative method.Instead of applying the Equivalency Method on the
basis of months worked, the following method will apply. (See Section 6.5(a) of the
BPD.)o
    
    
    (1
    )
    
    Daily method.Each Employee will be credited with 10
Hours of Service for each day worked.o
    
    
    (2
    )
    
    Weekly method.Each Employee will be credited with 45
Hours of Service for each week worked.o
    
    
    (3
    )
    
    Semi-monthly method.Each Employee will be credited
with 95 Hours of Service for each semi-monthly payroll period worked.o
    
    b.
    
    Application of special rules.The alternative method elected in a.
applies for purposes of: [Check (1) and/or (2).]o
    
    
    (1
    )
    
    Eligibility. [Check this (1) only if #41.b. is checked above.]o
    
    
    (2
    )
    
    Vesting. [Check this (2) only if #43.b. is checked above.]
   © 2002 SunTrust Bank
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Part 8 - Allocation of Forfeitures
 (See Article 5 of the BPD) o
    
    Check this selection if ALL contributions under the Plan are 100% vested and skip this
Part 8. (See Section 5.5 of the BPD for the default forfeiture rules if no forfeiture
allocation method is selected under this Part 8.)47.
    
    Timing of forfeiture allocations:(1)
EmployerMatch
    
    (2)Employer
Nonelectivea.
    
    þ
    
    þ
    
    In the same Plan Year in which the forfeitures occur.b.
    
    o
    
    o
    
    In the Plan Year following the Plan Year in which the forfeitures occur.48.
    
    Method of allocating forfeitures:(See the operating rules in Section 5.5 of the BPD.)(1)
EmployerMatch
    
    (2)Employer
Nonelectivea.
    
    o
    
    o
    
    Reallocate as additional Employer Nonelective Contributions using the
allocation method specified in Part 4C, #21 of this Agreement. If no
allocation method is specified, use the Pro Rata Allocation Method under
Part 4C, #21.a. of this Agreement.b.
    
    o
    
    o
    
    Reallocate as additional Employer Matching Contributions using the
discretionary allocation method in Part 4B, #16.b. of this Agreement.c.
    
    þ
    
    þ
    
    Reduce the: [Check one or both.]þ
    
    (a)
    
    Employer Matching Contributionsþ
    
    (b)
    
    Employer Nonelective Contributionsthe Employer would otherwise make for the Plan Year in which the
forfeitures are allocated. [Note:If both (a) and (b) are checked, the
Employer may adjust its contribution deposits in any manner, provided
the total Employer Matching Contributions and Employer Nonelective
Contributions (as applicable) properly take into account the
forfeitures used to reduce such contributions for that Plan Year.]
 o 49.
    
    Payment of Plan expenses.Forfeitures are first used to pay Plan
expenses for the Plan Year in which the forfeitures are to be
allocated. (See Section 5.5(c) of the BPD.) Any remaining
forfeitures are allocated as provided in #48 above.o 50.
    
    Modification of cash-out rules.The Cash-Out Distribution rules
are modified in accordance with Sections 5.3(a)(1)(i)(C) and
5.3(a)(1)(ii)(C) of the BPD to allow for an immediate
forfeiture, regardless of any additional allocations during the
Plan Year.
  Part 9 - Distributions After Termination of Employment
 (See Section 8.3 of the BPD) v
    
    The elections in this Part 9 are subject to the operating rules in Articles 8 and 9 of the
BPD.51.
    
    Vested account balances in excess of $5,000.Distribution is first available as soon as
administratively feasible following:þ
    
    a.
    
    the Participants employment termination date.o
    
    b.
    
    the end of the Plan Year that contains the Participants employment termination date.o
    
    c.
    
    the first Valuation Date following the Participants termination of employment.o
    
    d.
    
    the Participants Normal Retirement Age (or Early Retirement Age, if
applicable) or, if later, the Participants employment termination date.o
    
    e.
    
    (Describe distribution event)[Practitioner Note:Any distribution event described in e. will apply uniformly to
all Participants under the Plan.]
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52.
    
    Vested account balances of $5,000 or less.Distribution will be made in a lump sumas soon as
administratively feasible following:þ
    
    a.
    
    the Participants employment termination date.o
    
    b.
    
    the end of the Plan Year that contains the Participants employment termination date.o
    
    c.
    
    the first Valuation Date following the Participants termination of employment.o
    
    d.
    
    (Describe distribution event):[Practitioner Note:Any distribution event described in d. will apply uniformly to
all Participants under the Plan.]
 þ
    
    
    53.
    
    
    Disabled Participant.A Disabled Participant (as defined in Section 22.53 of the BPD) may request a
distribution (if earlier than otherwise permitted under #51 or #52 (as applicable)) as soon as
administratively feasible following:þ
    
    a.
    
    the date the Participant becomes Disabled.o
    
    b.
    
    the end of the Plan Year in which the Participant becomes Disabled.o
    
    c.
    
    (Describe distribution event):[Practitioner Note:Any distribution event described in c. will apply uniformly to
all Participants under the Plan.]o
    
    
    54.
    
    
    Hardship withdrawals following termination of employment.A
terminated Participant may request a Hardship withdrawal (as
defined in Section 8.6 of the BPD) before the date selected in
#51 or #52 above, as applicable.o
    
    
    55.
    
    
    Special operating rules.o
    
    a.
    
    Modification of Participant consent requirement.A Participant must
consent to a distribution from the Plan, even if the Participants vested Account
Balance does not exceed $5,000. See Section 8.3(b) of the BPD. [Note:If this a. is not
checked, the involuntary distribution rules under Section 8.3(b) of the BPD apply.]o
    
    b.
    
    Distribution upon attainment of Normal Retirement Age (or age 62, if
later).A distribution from the Plan will be made without a Participants consent if
such Participant has terminated employment and has attained Normal Retirement Age (or
age 62, if later). See Section 8.7 of the BPD.
   © 2002 SunTrust
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Part 10 - In-Service Distributions
 (See Section 8.5 of the BPD) v
    
    The elections in this Part 10 are subject to the operating rules in Articles 8 and 9 of the
BPD.56.
    
    Permitted in-service distribution events:[Elections under the §401(k) Deferrals column also
apply to any QNECs, QMACs, and Safe Harbor Contributions.](1)§401(k)
Deferrals
    
    (2)
EmployerMatch
    
    (3)
Employer
Nonelectivea.
    
    o
    
    o
    
    o
    
    In-service distributions are not available.b.
    
    þ
    
    þ
    
    þ
    
    After age 59 1/2. [If earlier than age 59 1/2, age is deemed to be age
59 1/2 for Section 401(k) Deferrals if the selection is checked under that
column.]c.
    
    þ
    
    o
    
    o
    
    A safe harbor Hardship described in Section 8.6(a) of the BPD.
[Note: Not applicable to QNECs, QMACs and Safe Harbor Contributions.]d.
    
    N/A
    
    o
    
    o
    
    A Hardship described in Section 8.6 (b) of the BPD.e.
    
    N/A
    
    o
    
    o
    
    After the Participant has participated in the Plan for at least years (cannot
be less than 5 years).f.
    
    N/A
    
    o
    
    o
    
    At any time with respect to the portion of the vested Account Balance derived from
contributions accumulated in the Plan for at least 2 years.g.
    
    o
    
    o
    
    o
    
    Upon a Participant becoming Disabled (as defined in Section
22.47).h.
    
    o
    
    o
    
    o
    
    Attainment of Normal Retirement Age.
[If earlier than age 59 1/2, age is
deemed to be 59 1/2 for Section
401(k) Deferrals if the selection is
checked under that column.]i.
    
    N/A
    
    o
    
    o
    
    Attainment of Early Retirement Age.
 57.
    
    Limitations that apply to in-service distributions:o
    
    a.
    
    Available only if the Account which is subject to withdrawal is 100% vested. (See Section 4.8 of the BPD for
special vesting rules if notchecked.)o
    
    b.
    
    No more than ___in-service distribution(s) in a Plan Year.o
    
    c.
    
    The minimum amount of any in-service distribution will be $______(may not exceed $1,000).o
    
    d.
    
    In applying the Hardship provision under Section 8.6(b) of the BPD (if selected under #56.d. above), the
following additional Hardship events apply:______[Note:Any additional Hardship events must be clearly defined
in a manner that precludes Employer discretion.]
  Part 11 - Distribution Options
 (See Section 8.1 of the BPD) 58.
    Optional forms of payment available upon termination of employment:þ
    
    a.
    
    Lump sum distribution of entire vested Account Balance.o
    
    b.
    
    Single sum distribution of a portion of vested Account Balance.þ
    
    c.
    
    Installments for a specified term.o
    
    d.
    
    Installments for required minimum distributions only.þ
    
    e.
    
    Annuity payments (see Section 8.1 of the BPD). The following forms of annuity shall be available:(1
    )
    
    single life annuity(2
    )
    
    single life annuity with certain periods of 5, 10, or 15 years(3
    )
    
    single life annuity with installment refund(4
    )
    
    survivorship life annuities with installment refund and
survivor percentages of 50, 66 2/3, 75, or 100(5
    )
    
    fixed period annuities for any period of whole months which is
not less than 60 and does not exceed the life expectancy of the participant and
the named beneficiary
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[Practitioner Note:A Participant may receive a distribution in any combination of the forms
of payment selected in a. through e.]59.
    
    Application of the Qualified Joint and Survivor Annuity (QJSA) and Qualified Preretirement
Survivor Annuity (QPSA) provisions:(See Article 9 of the BPD.)o
    
    a.
    
    Do not apply.[Note:The QJSA and QPSA provisions
automatically apply to any assets of the Plan that
were received as a transfer from another plan that
was subject to the QJSA and QPSA rules. If this a.
is checked, the QJSA and QPSA rules generally will
apply only with respect to transferred assets or if
distribution is made in the form of life annuity.
See Section 9.1(b) of the BPD.]þ
    
    b.
    
    Apply,with the following modifications: [Check
this b. to have all assets under the Plan be
subject to the QJSA and QPSA requirements. See
Section 9.1(a) of the BPD.]þ
    
    
    (1
    )
    
    No modifications.o
    
    
    (2
    )
    
    Modified QJSA benefit.Instead of a 50% survivor
benefit, the normal form of the QJSA provides the following survivor benefit to
the spouse:o
    
    (a) 100%.o
    
    (b) 75%.o
    
    (c) 66 2/3%.o
    
    
    (3
    )
    
    Modified QPSA benefit.Instead of a 50% QPSA benefit,
the QPSA benefit is 100% of the Participants vested Account Balance.o
    
    c.
    
    One-year marriage rule.The one-year marriage rule under Sections
8.4(c)(4) and 9.3 of the BPD applies. Under this rule, a Participants spouse will not
be treated as a surviving spouse unless the Participant and spouse were married for at
least one year at the time of the Participants death.
  Part 12 - Administrative Elections
 v
    
    Use this Part 12 to identify administrative elections authorized by the BPD. These
elections may be changed without reexecuting this Agreement by substituting a replacement of
this page with new elections. To the extent this Part 12 is not completed, the default
provisions in the BPD apply.60.
    
    Are Participant loanspermitted? (See Article 14 of the BPD.)o
    
    a.
    
    Noþ
    
    b.
    
    Yeso
    
    
    (1
    )
    
    Use the default loan procedures under Article 14 of the BPD.þ
    
    
    (2
    )
    
    Use a separate written loan policy to modify the default
loan procedures under Article 14 of the BPD.
 61.
    
    Are Participants permitted to direct investments? (See Section 13.5(c) of the BPD.)o
    
    a.
    
    Noþ
    
    b.
    
    Yesþ
    
    
    (1
    )
    
    Specify Accounts: All Accounts are Participant directed
except Employer Matching Contributionsþ
    
    
    (2
    )
    
    Check this selection if the Plan is intended to comply with
ERISA §404(c). (See Section 13.5(c)(2) of the BPD.)
 62.
    
    Is any portion of the Plan daily valued? (See Section 13.2(b) of the BPD.)o
    
    a.
    
    Noþ
    
    b.
    
    Yes. Specify Accounts and/or
investment options: All Accounts
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63.
    
    Is any portion of the Plan valued periodically(other than daily)? (See Section 13.2(a) of the BPD.)þ
    
    a.
    
    
    Noo
    
    b.
    
    
    Yeso
    
    
    (1
    )
    
    Specify Accounts and/or
investment options:o
    
    
    (2
    )
    
    Specify valuation
date(s):o
    
    
    (3
    )
    
    The following special allocation rules apply: [If this
(3) is not checked, the Balance Forward Method under Section 13.4(a) of the BPD
applies.]o
    
    (a)
    
    Weighted average method. (See Section
13.4(a)(2)(i) of the BPD.)o
    
    (b)
    
    Adjusted percentage method, taking into
account % of contributions made during the valuation
period. (See Section 13.4(a)(2)(ii) of the BPD.)o
    
    (c)
    
    (Describe allocation rules)[Practitioner Note:Any allocation rules described in (c) must be in
accordance with a definite predetermined formula that is not based on
compensation, that satisfies the nondiscrimination requirements of
§1.401(a)(4) of the regulations, and that is applied uniformly to all
Participants.]
 64.
    
    Does the Plan accept Rollover Contributions? (See Section 3.2 of the BPD.)o
    
    a.
    
    No
    
    þ
    
    b.
    
    Yes65.
    
    Are life insuranceinvestments permitted? (See Article 15 of the BPD.)þ
    
    a.
    
    No
    
    o
    
    b.
    
    Yes66.
    
    Do the default QDRO proceduresunder Section 11.5 of the BPD apply?o
    
    a.
    
    No
    
    þ
    
    b.
    
    Yes67.
    
    Do the default claims proceduresunder Section 11.6 of the BPD apply?o
    
    a.
    
    No
    
    þ
    
    b.
    
    Yes
  Part 13 - Miscellaneous Elections
 
    
    The following elections override certain default provisions under the BPD and provide special rules for administering the Plan. Complete the following
elections to the extent they apply to the Plan.þ   68.
    
    Determination of Highly Compensated Employees.o
    
    a.
    
    The Top-Paid Group Testapplies. [If this selection a. is not checked, the Top-Paid Group
Test willnotapply. See Section 22.89(b)(4) of the BPD.]þ
    
    b.
    
    The Calendar Year Electionapplies. [This selection b. may only be chosen if the Plan
Year isnotthe calendar year. See Section 22.89(b)(5) of the BPD.]o   69.
    
    Special elections for applying the Annual Additions Limitation under Code §415.o
    
    a.
    
    The Limitation Yearis the 12-month period ending. [If this selection a. is not
checked, the Limitation Year is the same as the Plan Year.]o
    
    b.
    
    Total Compensation includes imputed compensationfor a terminated Participant who is
permanently and totally Disabled. (See Section 7.4(g)(3) of the BPD.)o   70.
    
    Election to use Old-Law Required Beginning Date.The Old-Law Required Beginning Date (as defined in Section 10.3(a)(2) of the BPD) applies instead of the
Required Beginning Date rules under Section 10.3(a)(1) of the BPD.þ   71.
    
    Service credited with Predecessor Employers:(See Section 6.7 of the BPD.)
   © 2002 Sun Trust
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þ
    
    a.
    
    (Identify Predecessor Employers) Employees shall become participants on the Entry Date
coincident with or next following the completion of the minimum age and service
requirements selected in this Adoption Agreement; provided however, that by resolution of
the Board of Directors of CheckFree Services Corporation or any Affiliated Employer,
employees of companies that may be acquired by CheckFree Services Corporation or an
Affiliated Employer may, in the discretion of CheckFree Services Corporation or the
Affiliated Employer, have their service with the acquired company treated as service with
CheckFree Services Corporation or an Affiliated Employer for purposes of eligibility to
participate in the Plan and received Employer Matching Contributions under the plan.o
    
    b.
    
    Service is credited with these Predecessor Employers for the following purposes:o
    
    
    (1
    )
    
    The eligibility service requirements elected in Part 1 of this Agreement.o
    
    
    (2
    )
    
    The vesting schedule(s) elected in Part 6 of this Agreement.o
    
    
    (3
    )
    
    The allocation requirements elected in Part 4 of this Agreement.o
    
    c.
    
    In applying this #71, service before will not be recognized.[Note:If the Employer is maintaining the Plan of a Predecessor Employer, service
with such Predecessor Employer must be counted for all purposes under the Plan. This
#71 may be completed with respect to such Predecessor Employer indicating all
service under selections (1), (2) and (3) will be credited. The failure to complete
this #71 where the Employer is maintaining the Plan of a Predecessor Employer will
not override the requirement that such predecessor service be credited for all
purposes under the Plan. (See Section 6.7 of the BPD.) If the Employer is not
maintaining the Plan of a Predecessor Employer, service with such Predecessor
Employer will be credited under this Planonlyif specifically elected under this
#71. If the above crediting rules are to apply differently to service with different
Predecessor Employers, attach separately completed elections for this item, using
the same format as above but listing only those Predecessor Employers to which the
separate attachment relates.]o   72.
    
    Special rules where Employer maintains more than one plan.o
    
    a.
    
    Top-heavy minimum
contribution - Employer maintains this Plan and one or more Defined Contribution Plans.If
this Plan is a Top-Heavy Plan, the Employer will provide any required top-heavy minimum contribution under:
(See Section 16.2(a)(5)(i) of the BPD.)o
    
    
    (1
    )
    
    This Plan.o
    
    
    (2
    )
    
    The following Defined Contribution
Plan maintained by the Employer:____________o
    
    b.
    
    Top-heavy minimum benefit  Employer maintains this Plan and one or more
Defined Benefit Plans.If this Plan is a Top-Heavy Plan, the Employer will provide any
required top-heavy minimum contribution or benefit under: (See Section 16.2(a)(5)(ii)
of the BPD.)o
    
    
    (1
    )
    
    This Plan, but the minimum required contribution is
increased from 3% to 5% of Total Compensation for the Plan Year.o
    
    
    (2
    )
    
    The following Defined Benefit Plan maintained by the Employer:____________o
    
    c.
    
    Limitation on Annual Additions.This c. should be checked only if the
Employer maintains another Defined Contribution Plan in which any Participant is a
participant, and the Employer will not apply the rules set forth under Section 7.2 of
the BPD. [Note:If this c. is checked, attach an addendum to this Agreement describing
how the Employer will limit Annual Additions.]o
    
    d.
    
    Allocation offset.An Eligible Participants allocation under this Plan
is reduced by allocations under  [insert name of plan(s)]. (See Section
2.1(d) of the BPD.) [Note:If this d. is checked, attach an addendum to this Agreement
describing how such offset will be applied.]þ   73.
    
    Special definition of Disabled.In applying the allocation conditions under Parts 4B and 4C, the special vesting provisions under Part 6, and the distribution provisions under Parts 9 and 10 of
this Agreement, the definition of Disabled is the definition described in the addendum attached to this Agreement rather than the definition described under Section 22.47 of the BPD. [Any
definition described in an addendum to this Agreement must satisfy the requirements of §1.401(a)(4) of the regulations and must be applied uniformly to all Participants.]
   © 2002 Sun Trust
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þ74.
    
    Fail-Safe Coverage Provision.[This selection #74 must be checked to apply the Fail-Safe Coverage Provision under Section 2.6 of the BPD.]þ
    
    a.
    
    The Fail-Safe Coverage Provision described in Section 2.6 of the BPD applies without modification.o
    
    b.
    
    The Fail-Safe Coverage Provisions described in Section 2.6 of the BPD applies with the following modifications:o
    
    
    (1
    )
    
    The special rule for Top-Heavy Plans under Section 2.6(a) of the BPD does not apply.o
    
    
    (2
    )
    
    The Fail-Safe Coverage Provision is based on Included
Compensation as described under Section 2.6(d) of the BPD.o75.
    
    Election not to participate (see Section 1.10 of the BPD).An
Employee may make a one-time irrevocable election not to
participate under the Plan upon inception of the Plan or at any
time prior to the time the Employee first becomes eligible to
participate under any plan maintained by the Employer. [Note:
Use of this provision could result in a violation of the minimum
coverage rules under Code §410(b).]þ76.
    
    Protected Benefits.If there are any Protected Benefits provided
under this Plan that are not specifically provided for under
this Agreement, check this #76 and attach an addendum to this
Agreement describing the Protected Benefits.
   © 2002 Sun Trust Bank
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Signature Page
 
 By signing this page, the Employer agrees to adopt (or amend) the Plan which consists of the
BPD and the provisions elected in this Agreement. The Employer agrees that the Volume Submitter
Sponsor has no responsibility or liability regarding the suitability of the Plan for the Employers
needs or the options elected under this Agreement. It is recommended that the Employer consult with
legal counsel before executing this Agreement. 77.
    
    Name and title of authorized representative(s):
    
    Signature(s):
    
    Date:David
Mangum David Mangum

EVP and CEO, ChechFree

Services Corporation
    
    /s/ David Mangum
    
    12/29/2004Deborah N. Gable
Deborah N. Gable, SVP, HR,

CheckFree Services Corporation
    
    /s/ Deborah N. Gable
    
    12/29/200478.
    
    Effective Date of this Agreement:o
    
    a.
    
    New Plan.Check this selection if this is a new Plan. Effective Date of the Plan is: __________þ
    
    b.
    
    Restated Plan.Check this selection if this is a restatement of an existing plan. Effective Date of the
restatement is: January 1, 2005(1
    )
    
    Designate the plan(s) being amended by this
restatement: CheckFree Services Corporation 401(k) Plan(2
    )
    
    Designate the original Effective Date of this Plan (optional): April 1, 1984o
    
    c.
    
    Amendment by page substitution.Check this selection if this is an amendment by substitution of certain pages of this Adoption Agreement. [If this c. is
checked, complete the remainder of this Signature Page in the same manner as the
Signature Page being replaced.](1
    )
    
    Identify the page(s) being replaced:(2
    )
    
    Effective Date(s) of such changes:o
    
    d.
    
    Substitution of sponsor.Check this selection if a successor to the original plan sponsor is continuing this Plan as a successor sponsor, and substitute
page 1 to identify the successor as the Employer.(1
    )
    
    Effective Date of the amendment is: __________________________o79.
    
    Check this #79 if any special Effective Datesapply under Appendix A of this Agreement and complete the
 relevant sections of Appendix A.80.
    
    Important information about this Volume Submitter Plan.A failure to properly complete the
elections in this Agreement or to operate the Plan in accordance with applicable law may
result in disqualification of the Plan. The Employer may rely on the Favorable IRS Letter
issued by the Internal Revenue Service to the Volume Submitter Sponsor as evidence that the
Plan is qualified under §401 of the Code, to the extent provided in Announcement 2001-77. The
Employer may not rely on the Favorable IRS Letter in certain circumstances or with respect to
certain qualification requirements, which are specified in the Favorable IRS Letter issued
with respect to the Plan and in Announcement 2001-77. In order to obtain reliance in such
circumstances or with respect to such qualification requirements, the Employer must apply to
the office of Employee Plans Determinations of the Internal Revenue Service for a
determination letter. See Section 22.80 of the BPD.
   © 2002 Sun Trust Bank
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Addendum to CheckFree Services Corporation 401(k) Plan #73 Special Definition of Disabled: Disability means the Participant, because of a physical or mental disability, will be unable
to perform the duties of his/her customary position of employment (or is unable to engage in any
substantial gainful activity) for an indefinite period which the Plan Administrator considers will
be of long continued duration. A Participant also is disabled if he/she incurs the permanent loss
or loss of use of a member or function of the body, or is permanently disfigured, and incurs a
Separation from Service. #76 Protected Benefits: Employer Securities: The Committee shall be authorized to direct the Trustee to establish an Employer stock fund
for the purpose of receiving and holding any shares of Employer stock contributed to the plan as
matching contributions and/or discretionary Employer contributions. Each participant shall not be
permitted to direct the investment or reinvestment of any portion of his account in the Employer
stock fund. To the extent amounts allocated to a participants separate account are invested in
Employer stock, the distribtion of such amounts shall be made in cash or shares of Employer stock,
as elected by the participant or beneficiary. Any participant who receives a distribution of
Employer stock under the plan and desires to dispose of such Employer stock shall not be required
to first offer to sell such Employer stock to the Employer. Each participant or his beneficiary
shall not be entitled to direct the Trustee as to the manner in which shares of Employer stock
allocated to the participants separate accounts shall be voted with respect to any corporate
matter that involves voting the Employer stock allocated to the participants separate accounts.   © 2002 Sun Trust Bank
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Trustee Declaration
 
 By signing this Trustee Declaration, the Trustee agrees to the duties, responsibilities and
liabilities imposed on the Trustee by the BPD and this Agreement. 81.
    
    
    
    Name(s) of Trustee(s):
    
    Signature(s) of Trustee(s):
    
    Date:SunTrust Bank
    
    /s/ Amy L. Stanford
    
    1/1/200582.
    
    
    
    Effective date of this Trustee Declaration:January 1, 200583.
    
    
    
    The Trustees investment powers are:o
    
    a.
    
    Discretionary Trustee.The Trustee has discretion to invest
Plan assets. This discretion is limited to the extent
Participants are permitted to give investment direction, or
to the extent the Trustee is subject to direction from the
Plan Administrator, the Employer, an Investment Manager or
other Named Fiduciary.þ
    
    b.
    
    Directed Trustee only.The Trustee may only invest Plan
assets as directed by Participants or by the Plan
Administrator, the Employer, an Investment Manager or other
Named Fiduciary.o
    
    c.
    
    Separate trust agreement.The Trustees investment powers
are determined under a separate trust document which
replaces (or is adopted in conjunction with) the trust
provisions under the BPD. [Note:The separate trust
document is incorporated as part of this Plan and must be
attached hereto. The responsibilities, rights and powers of
the Trustee arethose specified in the separate trust
agreement. If this c. is checked, the Trustee need not sign
or date this Trustee Declaration under #81 above.]
   © 2002 Sun Trust Bank
 27




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##### 



Co-Sponsor Adoption Page #1
 
 þ
    
    Check this selection and complete the remainder of this page if an Employer (other than the
Employer that signs the Signature Page above) will participate under this Plan as a
Co-Sponsor.[Note:See Article 21 of the BPD for rules relating to the adoption of the Plan by
a Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a separate
Co-Sponsor Adoption Page. Any reference to the Employer in this Agreement is also a
reference to the Co-Sponsor, unless otherwise noted.]84.
    
    Name of Co-Sponsor:American Payment Systems, Inc.85.
    
    Employer Identification Number (EIN) of the Co-Sponsor:06-1291316
 By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Plan
identified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected in
this Agreement. 86.
    Name and title of authorized representative(s):
    
    Signature(s):
    
    Date:Mark A. Johnson,
Chairman
    
    /s/ Mark A. Johnson
    
    12/29/2004
 87.
    
    Effective date of this Co-Sponsor Adoption Page:January 1, 2005o
    
    a.       Check here if this is the initial adoption of a new Plan by the Co-Sponsor.o
    
    b.       Check here if this is an amendment or restatement of an existing plan maintained by the Co-Sponsor, which is merging into the Plan being adopted.(1
    )
    
    Designate the plan(s) being amended by this restatement:(2
    )
    
    Designate the original Effective Date of the Co-Sponsors Plan (optional):o  88.
    
    Allocation of contributions.If this #88 is checked, contributions made by the Employer signing this Co-Sponsor
Adoption Page (and any forfeitures relating to such contributions) will be allocated only to Participants actually
employed by the Employer making the contribution and Employees of such Employer will not share in an allocation of
contributions (or forfeitures relating to such contributions) made by any other Employer. [Note:The selection of this #88 may
require additional testing of the Plan. See Section 21.3 of the BPD.]o89.
    
    Special rules.o
    
    
    a.
    
    
    Modification of Adoption Agreement elections.Check this a. if the Co-Sponsor
will apply different Plan provisions than those elected under the Agreement.(1
    )
    

    Page(s) of the Agreement are being modified for
this Co-Sponsor. [Note:Attach the modified pages as an addendum to this
Co-Sponsor Adoption Page.](2
    )
    

    The modified provisions
are effective. [Note:An
Appendix A may be attached as an addendum to this Co-Sponsor Adoption Page to
describe any special Effective Dates that apply to the Co-Sponsor.]
   © 2002 Sun Trust
Bank
 28




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##### 



Co-Sponsor Adoption Page #2
 
 þ
    
    Check this selection and complete the remainder of this page if an Employer (other than the
Employer that signs the Signature Page above) will participate under this Plan as a
Co-Sponsor.[Note:See Article 21 of the BPD for rules relating to the adoption of the Plan by
a Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a separate
Co-Sponsor Adoption Page. Any reference to the Employer in this Agreement is also a
reference to the Co-Sponsor, unless otherwise noted.]90.
    
    Name of Co-Sponsor:Bastogne, Inc.91.
    
    Employer Identification Number (EIN) of the Co-Sponsor:42-1535458
 By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Plan
identified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected in
this Agreement. 92.
    
    Name and title of authorized representative(s):
    
    Signature(s):
    

    Date:David E. Mangum, President
    
    /s/ David E. Mangum
    

    12/29/200493.
    
    Effective date of this Co-Sponsor Adoption Page:January 1, 2005o
    
    a. Check here if this is the initial adoption of a new Plan by the Co-Sponsor.o
    
    b. Check here if this is an amendment or restatement of an existing plan maintained by the Co-Sponsor, which is merging into the Plan being adopted.(1
    )
    
    
    
    
    Designate the plan(s) being amended by this restatement:(2
    )
    
    
    
    
    Designate the original Effective Date of the Co-Sponsors Plan (optional):o94.
    
    Allocation of contributions.If this #94 is checked, contributions made by the Employer signing this Co-Sponsor
Adoption Page (and any forfeitures relating to such contributions) will be allocated only to Participants actually
employed by the Employer making the contribution and Employees of such Employer will not share in an allocation of
contributions (or forfeitures relating to such contributions) made by any other Employer. [Note:The selection of this #94 may
require additional testing of the Plan. See Section 21.3 of the BPD.]o95.
    
    Special rules.o
    
    
    a.
    

    Modification of Adoption Agreement elections.Check this a. if the Co-Sponsor
will apply different Plan provisions than those elected under the Agreement.(1
    )
    
    Page(s)___of the Agreement are being modified for this Co-Sponsor. [Note:Attach the modified pages as an addendum to this Co-Sponsor Adoption Page.](2
    )
    
    The modified provisions are effective___. [Note:An Appendix A may be attached as an addendum to this Co-Sponsor Adoption Page to
describe any special Effective Dates that apply to the Co-Sponsor.]
   © 2002 Sun Trust Bank
 29




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##### 



Co-Sponsor Adoption Page #3
 
 þ
    
    Check this selection and complete the remainder of this page if an Employer (other than the
Employer that signs the Signature Page above) will participate under this Plan as a
Co-Sponsor.[Note:See Article 21 of the BPD for rules relating to the adoption of the Plan by
a Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a separate
Co-Sponsor Adoption Page. Any reference to the Employer in this Agreement is also a
reference to the Co-Sponsor, unless otherwise noted.]96.
    
    Name of Co-Sponsor:CKFR Receivables Corporation97.
    
    Employer Identification Number (EIN) of the Co-Sponsor:80-0085085
 By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Plan
identified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected in
this Agreement. 98.
    
    Name and title of authorized representative(s):
    
    Signature(s):
    
    Date:David E. Mangum, President
    
    /s/ David E. Mangum
    
    12/29/200499.
    
    Effective date of this Co-Sponsor Adoption Page:January 1, 2005o
    
    a.
    
    Check here if this is the initial adoption of a new Plan by the Co-Sponsor.o
    
    b.
    
    Check here if this is an amendment or restatement of an existing plan maintained by the Co-Sponsor, which is merging into the Plan being adopted.(1
    )
    
    Designate the plan(s)
being amended by this
restatement:(2
    )
    
    Designate the original Effective Date of the Co-Sponsors Plan (optional):
 o100.
    
    Allocation of contributions.If this #100 is checked,
contributions made by the Employer signing this Co-Sponsor
Adoption Page (and any forfeitures relating to such
contributions) will be allocated only to Participants actually
employed by the Employer making the contribution and Employees
of such Employer will not share in an allocation of
contributions (or forfeitures relating to such contributions)
made by any other Employer. [Note:The selection of this #100
may require additional testing of the Plan. See Section 21.3
of the BPD.]o101.
    
    Special rules.o
    a.

Modification of Adoption Agreement elections.
Check this a. if the Co-Sponsor will apply
different Plan provisions than those elected under the Agreement.(1)
    
    Page(s) ___of the Agreement are being modified for this Co-Sponsor. [Note:Attach the modified pages as an addendum to this
Co-Sponsor Adoption Page.](2)
    
    The modified provisions are effective ___. [Note:An Appendix A may be attached as an addendum to this Co-Sponsor Adoption Page to
describe any special Effective Dates that apply to the Co-Sponsor.]
   © 2002 Sun Trust
Bank
 30




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##### 



Co-Sponsor Adoption Page #4
 
 þ
    
    Check this selection and complete the remainder of this page if an Employer (other than the
Employer that signs the Signature Page above) will participate under this Plan as a
Co-Sponsor.[Note:See Article 21 of the BPD for rules relating to the adoption of the Plan by
a Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a separate
Co-Sponsor Adoption Page. Any reference to the Employer in this Agreement is also a
reference to the Co-Sponsor, unless otherwise noted.]102.
    
    Name of Co-Sponsor:CheckFree Investment Corporation103.
    
    Employer Identification Number (EIN) of the Co-Sponsor:51-0372196
 By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Plan
identified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected in
this Agreement. 104.
    
    Name and title of authorized representative(s):
    
    Signature(s):
    
    Date:David E. Mangum, EVP and Treasurer
    
    /s/ David E. Mangum
    
    12/29/2004
 105.
    
    Effective date of this Co-Sponsor Adoption Page:January 1, 2005o
    
    a.
    
    Check here if this is the initial adoption of a new Plan by the Co-Sponsor.o
    

    b.
    
    Check here if this is an amendment or restatement of an existing plan maintained by the Co-Sponsor, which is merging into the Plan being adopted.(1
    )
    
    Designate the plan(s) being amended by this restatement:______(2
    )
    
    Designate the original Effective Date of the Co-Sponsors Plan (optional):______o   106.
    
    Allocation of contributions.If this #106 is checked, contributions made by the Employer signing this Co-Sponsor
Adoption Page (and any forfeitures relating to such contributions) will be allocated only to Participants actually
employed by the Employer making the contribution and Employees of such Employer will not share in an allocation of
contributions (or forfeitures relating to such contributions) made by any other Employer. [Note:The selection of this #106
may require additional testing of the Plan. See Section 21.3 of the BPD.]o   107.
    
    Special rules.o
    
    a.
    
    Modification of Adoption Agreement elections.Check this a. if the Co-Sponsor
will apply different Plan provisions than those elected under the Agreement.(1
    )
    
    Page(s) ___of the Agreement are being modified for this Co-Sponsor. [Note:Attach the modified pages as an addendum to this
Co-Sponsor Adoption Page.](2
    )
    
    The modified provisions are effective ___. [Note:An Appendix A may be attached as an addendum to this Co-Sponsor Adoption Page to
describe any special Effective Dates that apply to the Co-Sponsor.]
   © 2002 Sun Trust
Bank
 31




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##### 



EGTRRA
AMENDMENT TO THE CHECKFREE SERVICES CORPORATION 401(K) PLAN




---



##### 



EGTRRA - Employer ARTICLE I
PREAMBLE  1.1
    Adoption and effective date of amendment. This amendment of the plan is adopted to
reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
(EGTRRA). This amendment is intended as good faith compliance with the requirements of
EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except
as otherwise provided, this amendment shall be effective as of the first day of the first plan
year beginning after December 31, 2001.  1.2
    Supersession of inconsistent provisions. This amendment shall supersede the
provisions of the plan to the extent those provisions are inconsistent with the provisions of
this amendment. ARTICLE II
ADOPTION AGREEMENT ELECTIONS    The questions in this Article II only need to be completed in order to override the default
provisions set forth below. If all of the default provisions will apply, then these
questions should be skipped.Unless the employer elects otherwise in this Article II, the following defaults apply:  1)
    The vesting schedule for matching contributions will be a 6 year graded
schedule (if the plan currently has a graded schedule that does not satisfy EGTRRA) or
a 3 year cliff schedule (if the plan currently has a cliff schedule that does not
satisfy EGTRRA), and such schedule will apply to all matching contributions (even those
made prior to 2002).2)
    Rollovers are automatically excluded in determining whether the $5,000
threshold has been exceeded for automatic cash-outs (if the plan is not subject to the
qualified joint and survivor annuity rules and provides for automatic cash-outs). This
is applied to all participants regardless of when the distributable event occurred.3)
    The suspension period after a hardship distribution is made will be 6 months
and this will only apply to hardship distributions made after 2001.4)
    Catch-up contributions will be allowed.5)
    For target benefit plans, the increased compensation limit of $200,000 will be
applied retroactively (i.e., to years prior to 2002).    2.1
    Vesting Schedule for Matching ContributionsIf there are matching contributions subject to a vesting schedule that does not satisfy
EGTRRA, then unless otherwise elected below, for participants who complete an hour of
service in a plan year beginning after December 31, 2001, the following vesting schedule
will apply to all matching contributions subject to a vesting schedule:If the plan has a graded vesting schedule (i.e., the vesting schedule includes a vested
percentage that is more than 0% and less than 100%) the following will apply: Years of vesting service
    Nonforfeitable percentage2
    20
    %3
    40
    %4
    60
    %5
    80
    %6
    100
    %
  If the plan does not have a graded vesting schedule, then matching contributions will be
nonforfeitable upon the completion of 3 years of vesting service.In lieu of the above vesting schedule, the employer elects the following schedule: a.
    
    o
    
    3 year cliff (a participants accrued benefit derived from employer
matching contributions shall be nonforfeitable upon the participants completion of
three years of vesting service).b.
    
    o
    
    6 year graded schedule (20% after 2 years of vesting service and an
additional 20% for each year thereafter).c.
    
    o
    
    Other (must be at least as liberal as a. or the b. above):
   © 2001 SunTrust Bank
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##### 



EGTRRA - Employer Years of vesting service
    
    Nonforfeitable percentage______
    
    ______%______
    
    ______%______
    
    ______%______
    
    ______%______
    
    ______%
  The vesting schedule set forth herein shall only apply to participants who complete an hour
of service in a plan year beginning after December 31, 2001, and, unless the option below is
elected, shall apply to all matching contributions subject to a vesting schedule. d.
    
    o
    
    The vesting schedule will only apply to matching contributions made in
plan years beginning after December 31, 2001 (the prior schedule will apply to matching
contributions made in prior plan years).
  2.2
    Exclusion of Rollovers in Application of Involuntary Cash-out Provisions (for profit sharing
and401(k)plans only).If the plan is not subject to the qualified joint and survivor annuity
rules and includes involuntary cash-out provisions, then unless one of the options below is
elected, effective for distributions made after December 31, 2001, rollover contributions will
be excluded in determining the value of the participants nonforfeitable account balance for
purposes of the plans involuntary cash-out rules. a.
    
    o
    
    Rollover contributions will not be excluded.b.
    
    o
    
    Rollover contributions will be excluded only with respect to
distributions made after ___. (Enter a date no earlier than December
31, 2001.)c.
    
    o
    
    Rollover contributions will only be excluded with respect to participants
who separated from service after ___. (Enter a date. The date may be
earlier than December 31, 2001.)
  2.3
    Suspension period of hardship distributions.If the plan provides for hardship distributions
upon satisfaction of the safe harbor (deemed) standards as set forth in Treas. Reg. Section
1.401(k)-1(d)(2)(iv), then, unless the option below is elected, the suspension period
following a hardship distribution shall only apply to hardship distributions made after
December 31, 2001. o
    
    With regard to hardship distributions made during 2001, a
participant shall be prohibited from making elective deferrals and employee
contributions under this and all other plans until the later of January 1, 2002, or
6 months after receipt of the distribution.
  2.4
    Catch-up contributions (for401(k)profit sharing plans only):The plan permits catch-up
contributions (Article VI) unless the option below is elected. o
    
    The plan does not permit catch-up contributions to be made.
  2.5
    For target benefit plans only:The increased compensation limit ($200,000 limit) shall apply
to years prior to 2002 unless the option below is elected. o
    
    The increased compensation limit will not apply to years prior to
2002.
 ARTICLE III
VESTING OF MATCHING CONTRIBUTIONS  3.1
    Applicability. This Article shall apply to participants who complete an Hour of
Service after December 31, 2001, with respect to accrued benefits derived from employer
matching contributions made in plan years beginning after December 31, 2001. Unless otherwise
elected by the employer in Section 2.1 above, this Article shall also apply to all such
participants with respect to accrued benefits derived from employer matching contributions
made in plan years beginning prior to January 1, 2002.  3.2
    Vesting schedule. A participants accrued benefit derived from employer matching
contributions shall vest as provided in Section 2.1 of this amendment. ARTICLE IV
INVOLUNTARY CASH-OUTS  4.1
    Applicability and effective date. If the plan provides for involuntary cash-outs of
amounts less than $5,000, then unless otherwise elected in Section 2.2 of this amendment, this
Article shall apply for distributions made after December 31, 2001, and shall apply to all
participants. However, regardless of the preceding, this Article shall not apply if the plan
is subject to the qualified joint and survivor annuity requirements of Sections 401(a)(11) and
417 of the Code.  4.2
    Rollovers disregarded in determining value of account balance for involuntary
distributions. For purposes of the Sections of the plan that provide for the involuntary
distribution of vested accrued benefits of $5,000 or less, the value of a participants
nonforfeitable account balance shall be determined without regard to that portion of the
account balance that is attributable to rollover contributions (and earnings allocable
thereto) within the meaning of Sections   © 2001 SunTrust
Bank
 2




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##### 



EGTRRA - Employer  402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of
the participants nonforfeitable account balance as so determined is $5,000 or less, then
the plan shall immediately distribute the participants entire nonforfeitable account
balance. ARTICLE V
HARDSHIP DISTRIBUTIONS  5.1
    Applicability and effective date. If the plan provides for hardship distributions
upon satisfaction of the safe harbor (deemed) standards as set forth in Treas. Reg. Section
1.401(k)-1(d)(2)(iv), then this Article shall apply for calendar years beginning after 2001.  5.2
    Suspension period following hardship distribution. A participant who receives a
distribution of elective deferrals after December 31, 2001, on account of hardship shall be
prohibited from making elective deferrals and employee contributions under this and all other
plans of the employer for 6 months after receipt of the distribution. Furthermore, if elected
by the employer in Section 2.3 of this amendment, a participant who receives a distribution of
elective deferrals in calendar year 2001 on account of hardship shall be prohibited from
making elective deferrals and employee contributions under this and all other plans until the
later of January 1, 2002, or 6 months after receipt of the distribution. ARTICLE VI
CATCH-UP CONTRIBUTIONS Catch-up Contributions. Unless otherwise elected in Section 2.4 of this amendment, all
employees who are eligible to make elective deferrals under this plan and who have attained age 50
before the close of the plan year shall be eligible to make catch-up contributions in accordance
with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions
shall not be taken into account for purposes of the provisions of the plan implementing the
required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as
failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3),
401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions. ARTICLE VII
INCREASE IN COMPENSATION LIMIT Increase in Compensation Limit. The annual compensation of each participant taken into
account in determining allocations for any plan year beginning after December 31, 2001, shall not
exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B)
of the Code. Annual compensation means compensation during the plan year or such other consecutive
12-month period over which compensation is otherwise determined under the plan (the determination
period). If this is a target benefit plan, then except as otherwise elected in Section 2.5 of this
amendment, for purposes of determining benefit accruals in a plan year beginning after December 31,
2001, compensation for any prior determination period shall be limited to $200,000. The
cost-of-living adjustment in effect for a calendar year applies to annual compensation for the
determination period that begins with or within such calendar year. ARTICLE VIII
PLAN LOANS Plan loans for owner-employees or shareholder-employees. If the plan permits loans to be
made to participants, then effective for plan loans made after December 31, 2001, plan provisions
prohibiting loans to any owner-employee or shareholder-employee shall cease to apply. ARTICLE IX
LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)  9.1
    Effective date. This Section shall be effective for limitation years beginning after
December 31, 2001.  9.2
    Maximum annual addition. Except to the extent permitted under Article VI of this
amendment and Section 414(v) of the Code, if applicable, the annual addition that may be
contributed or allocated to a participants account under the plan for any limitation year
shall not exceed the lesser of:  a.
    $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the
Code, orb.
    100 percent of the participants compensation, within the meaning of Section 415(c)(3) of
the Code, for the limitation year.   © 2001 SunTrust
Bank
 3




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##### 



EGTRRA - Employer  The compensation limit referred to in b. shall not apply to any contribution for medical
benefits after separation from service (within the meaning of Section 401(h) or Section
419A(f)(2) of the Code) which is otherwise treated as an annual addition. ARTICLE X
MODIFICATION OF TOP-HEAVY RULES  10.1
    Effective date. This Article shall apply for purposes of determining whether the plan
is a top-heavy plan under Section 416(g) of the Code for plan years beginning after December
31, 2001, and whether the plan satisfies the minimum benefits requirements of Section 416(c)
of the Code for such years. This Article amends the top-heavy provisions of the plan.  10.2
    Determination of top-heavy status.  10.2.1
    Key employee. Key employee means any employee or former employee (including any
deceased employee) who at any time during the plan year that includes the determination date
was an officer of the employer having annual compensation greater than $130,000 (as adjusted
under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a
5-percent owner of the employer, or a 1-percent owner of the employer having annual
compensation of more than $150,000. For this purpose, annual compensation means compensation
within the meaning of Section 415(c)(3) of the Code. The determination of who is a key
employee will be made in accordance with Section 416(i)(1) of the Code and the applicable
regulations and other guidance of general applicability issued thereunder.  10.2.2
    Determination of present values and amounts. This Section 10.2.2 shall apply for
purposes of determining the present values of accrued benefits and the amounts of account
balances of employees as of the determination date.  a.
    Distributions during year ending on the determination date. The present
values of accrued benefits and the amounts of account balances of an employee as of the
determination date shall be increased by the distributions made with respect to the
employee under the plan and any plan aggregated with the plan under Section 416(g)(2)
of the Code during the 1-year period ending on the determination date. The preceding
sentence shall also apply to distributions under a terminated plan which, had it not
been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i)
of the Code. In the case of a distribution made for a reason other than separation from
service, death, or disability, this provision shall be applied by substituting 5-year
period for 1-year period.b.
    Employees not performing services during year ending on the determination
date. The accrued benefits and accounts of any individual who has not performed
services for the employer during the 1-year period ending on the determination date
shall not be taken into account.  10.3
    Minimum benefits.  10.3.1
    Matching contributions. Employer matching contributions shall be taken into account
for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the
Code and the plan. The preceding sentence shall apply with respect to matching contributions
under the plan or, if the plan provides that the minimum contribution requirement shall be met
in another plan, such other plan. Employer matching contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching contributions for purposes of
the actual contribution percentage test and other requirements of Section 401(m) of the Code.  10.3.2
    Contributions under other plans. The employer may provide, in an addendum to this
amendment, that the minimum benefit requirement shall be met in another plan (including
another plan that consists solely of a cash or deferred arrangement which meets the
requirements of Section 401(k)(12) of the Code and matching contributions with respect to
which the requirements of Section 401(m)(11) of the Code are met). The addendum should include
the name of the other plan, the minimum benefit that will be provided under such other plan,
and the employees who will receive the minimum benefit under such other plan. ARTICLE XI
DIRECT ROLLOVERS  11.1
    Effective date. This Article shall apply to distributions made after December 31,
2001.  11.2
    Modification of definition of eligible retirement plan. For purposes of the direct
rollover provisions of the plan, an eligible retirement plan shall also mean an annuity
contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of
the Code which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from this plan. The definition of eligible
retirement plan shall also apply in the case of a   © 2001 SunTrust
Bank
 4




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##### 



EGTRRA - Employer  distribution to a surviving spouse, or to a spouse or former spouse who is the alternate
payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.11.3
    Modification of definition of eligible rollover distribution to exclude hardship
distributions. For purposes of the direct rollover provisions of the plan, any amount that
is distributed on account of hardship shall not be an eligible rollover distribution and the
distributee may not elect to have any portion of such a distribution paid directly to an
eligible retirement plan.11.4
    Modification of definition of eligible rollover distribution to include after-tax
employee contributions. For purposes of the direct rollover provisions in the plan, a
portion of a distribution shall not fail to be an eligible rollover distribution merely
because the portion consists of after-tax employee contributions which are not includible in
gross income. However, such portion may be transferred only to an individual retirement
account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined
contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately
account for amounts so transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such distribution which is
not so includible. ARTICLE XII
ROLLOVERS FROM OTHER PLANS Rollovers from other plans. The employer, operationally and on a nondiscriminatory basis,
may limit the source of rollover contributions that may be accepted by this plan. ARTICLE XIII
REPEAL OF MULTIPLE USE TEST Repeal of Multiple Use Test. The multiple use test described in Treasury Regulation Section
1.401(m)-2 and the plan shall not apply for plan years beginning after December 31, 2001. ARTICLE XIV
ELECTIVE DEFERRALS  14.1
    Elective Deferrals - Contribution Limitation. No participant shall be permitted to
have elective deferrals made under this plan, or any other qualified plan maintained by the
employer during any taxable year, in excess of the dollar limitation contained in Section
402(g) of the Code in effect for such taxable year, except to the extent permitted under
Article VI of this amendment and Section 414(v) of the Code, if applicable.14.2
    Maximum Salary Reduction Contributions for SIMPLE plans. If this is a SIMPLE 401(k)
plan, then except to the extent permitted under Article VI of this amendment and Section
414(v) of the Code, if applicable, the maximum salary reduction contribution that can be made
to this plan is the amount determined under Section 408(p)(2)(A)(ii) of the Code for the
calendar year. ARTICLE XV
SAFE HARBOR PLAN PROVISIONS Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of the Code and
the plan shall not apply in any year beginning after December 31, 2001, in which the plan consists
solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the
Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the
Code are met. ARTICLE XVI
DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT  16.1
    Effective date. This Article shall apply for distributions and transactions made
after December 31, 2001, regardless of when the severance of employment occurred.  16.2
    New distributable event. A participants elective deferrals, qualified nonelective
contributions, qualified matching contributions, and earnings attributable to these
contributions shall be distributed on account of the participants severance from employment.
However, such a distribution shall be subject to the other provisions of the plan regarding
distributions, other than provisions that require a separation from service before such
amounts may be distributed.   © 2001 SunTrust
Bank
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EGTRRA - Employer This amendment has been
executed this 29th day of December, 2004. Name of Employer: CheckFree Services Corporation By:
  /s/ David E. Mangum
  , David E. Mangum, Executive VP and CFOEMPLOYERand
  /s/ Deborah N. Gable
  , Deborah N. Gable, Senior VP, Human ResourcesName
of Plan: CheckFree Services Corporation 401(k) Plan   © 2001 SunTrust
Bank
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POST-EGTRRA
AMENDMENT TO THE CHECKFREE SERVICES CORPORATION 401(K) PLAN




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ARTICLE I
PREAMBLE  1.1
    Adoption and effective date of amendment. This amendment of the plan is adopted to
reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
(EGTRRA), the Job Creation and Worker Assistance Act of 2002, IRS Regulations issued
pursuant to IRC §401(a)(9), and other IRS guidance. This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA
and guidance issued thereunder. Except as otherwise provided, this amendment shall be
effective as of the first day of the first plan year beginning after December 31, 2001.  1.2
    Supersession of inconsistent provisions. This amendment shall supersede the
provisions of the plan to the extent those provisions are inconsistent with the provisions of
this amendment. ARTICLE II
ADOPTION AGREEMENT ELECTIONS  The questions in this Article II only need to be completed in order to override the default
provisions set forth below. If all of the default provisions will apply, then these
questions should be skipped.Unless the employer elects otherwise in this Article II, the following defaults apply:  1.
    If catch-up contributions are permitted, then the catch-up contributions are
treated like any other elective deferrals for purposes of determining matching
contributions under the plan.2.
    For plans subject to the qualified joint and survivor annuity rules, rollovers
are automatically excluded in determining whether the $5,000 threshold has been
exceeded for automatic cash-outs (if the plan provides for automatic cash-outs). This
is applied to all participants regardless of when the distributable event occurred.3.
    The minimum distribution requirements are effective for distribution calendar
years beginning with the 2002 calendar year. In addition, participants or beneficiaries
may elect on an individual basis whether the 5-year rule or the life expectancy rule in
the plan applies to distributions after the death of a participant who has a designated
beneficiary.4.
    Amounts that are deemed 125 compensation are not included in the definition
of compensation.  2.1
    Exclusion of Rollovers in Application of Involuntary Cash-out Provisions.If the plan is
subject to the joint and survivor annuity rules and includes involuntary cash-out provisions,
then unless one of the options below is elected, effective for distributions made after
December 31, 2001, rollover contributions will be excluded in determining the value of a
participants nonforfeitable account balance for purposes of the plans involuntary cash-out
rules. a.
    
    o
    
    Rollover contributions will not be excluded.b.
    
    o
    
    Rollover contributions will be excluded only with respect to
distributions made after
. (Enter a date no earlier than December 31,
2001).c.
    
    o
    
    Rollover contributions will only be excluded with respect to participants
who separated from service after . (Enter a date. The date may
be earlier than December 31, 2001.)
  2.2
    Catch-up contributions (for401(k)profit sharing plans only):The plan permits catch-up
contributions effective for calendar years beginning after December 31, 2001, (Article V)
unless otherwise elected below. a.
    
    o
    
    The plan does not permit catch-up contributions to be made.b.
    
    o
    
    Catch-up contributions are
permitted effective as
of:  (enter a date no earlier than January 1, 2002).
 And,catch-up contributions will be taken into account in applying any matching contribution
under the Plan unless otherwise elected below. c.
    
    o
    
    Catch-up contributions will not be taken into account in applying any
matching contribution under the Plan.
 2.3 Amendment for Section 401(a)(9) Final and Temporary Treasury Regulations. a.
    
    o
    
    Effective date.Unless a later effective date is specified in below, the
provisions of Article VI of this amendment will apply for purposes of determining
required minimum distributions for calendar years beginning with the 2002 calendar
year.
   © 2002 SunTrust
Bank
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o
    
    This amendment applies for purposes of determining required minimum
distributions for distribution calendar years beginning with the 2003 calendar
year, as well as required minimum distributions for the 2002 distribution calendar
year that are made on or after
  (leave blank if this amendment
does not apply to any minimum distributions for the 2002 distribution calendar
year).
  b.
    Election to not permit Participants or Beneficiaries to Elect 5-Year Rule.Unless elected below, Participants or beneficiaries may elect on an individual basis
whether the 5-year rule or the life expectancy rule in Sections 6.2.2 and 6.4.2 of this
amendment applies to distributions after the death of a Participant who has a designated
beneficiary. The election must be made no later than the earlier of September 30 of the
calendar year in which distribution would be required to begin under Section 6.2.2 of
this amendment, or by September 30 of the calendar year which contains the fifth
anniversary of the Participants (or, if applicable, surviving spouses) death. If
neither the Participant nor beneficiary makes an election under this paragraph,
distributions will be made in accordance with Sections 6.2.2 and 6.4.2 of this amendment
and, if applicable, the elections in Section 2.3.c of this amendment below. o
    
    The provision set forth above in this Section 2.3.b shall not
apply. Rather, Sections 6.2.2 and 6.4.2 of this amendment shall apply except as
elected in Section 2.3.c of this amendment below.
  c.
    Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries. o
    
    If the Participant dies before distributions begin and there is a
designated beneficiary, distribution to the designated beneficiary is not required
to begin by the date specified in the Plan, but the Participants entire interest
will be distributed to the designated beneficiary by December 31 of the calendar
year containing the fifth anniversary of the Participants death. If the
Participants surviving spouse is the Participants sole designated beneficiary and
the surviving spouse dies after the Participant but before distributions to either
the Participant or the surviving spouse begin, this election will apply as if the
surviving spouse were the Participant.
 If the above is elected, then this election will apply to: 1. o All distributions. 2.
o The following
distributions:  .  d.
    Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year
Rule to Elect Life Expectancy Distributions. o
    
    A designated beneficiary who is receiving payments under the 5-year
rule may make a new election to receive payments under the life expectancy rule
until December 31, 2003, provided that all amounts that would have been required to
be distributed under the life expectancy rule for all distribution calendar years
before 2004 are distributed by the earlier of December 31, 2003, or the end of the
5-year period.
  2.4
    Deemed 125 Compensation.Article VII of this amendment shall not apply unless otherwise
elected below. o
    
    Article VII of this amendment (Deemed 125 Compensation) shall apply
effective as of Plan Years and Limitation Years beginning on or after
  (insert the later of January 1, 1998, or the first day of the first plan year
the Plan used this definition).
 ARTICLE III
INVOLUNTARY CASH-OUTS  3.1
    Applicability and effective date. If the plan is subject to the qualified joint and
survivor annuity rules and provides for involuntary cash-outs of amounts less than $5,000,
then unless otherwise elected in Section 2.1 of this amendment, this Article shall apply for
distributions made after December 31, 2001, and shall apply to all participants.  3.2
    Rollovers disregarded in determining value of account balance for involuntary
distributions. For purposes of the Sections of the plan that provide for the involuntary
distribution of vested accrued benefits of $5,000 or less, the value of a participants
nonforfeitable account balance shall be determined without regard to that portion of the
account balance that is attributable to rollover contributions (and earnings allocable
thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16) of the Code. If the value of the participants nonforfeitable account balance as so
determined is $5,000 or less, then the plan shall immediately distribute the participants
entire nonforfeitable account balance.   © 2002 SunTrust
Bank
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ARTICLE IV
HARDSHIP DISTRIBUTIONS Reduction of Section 402(g) of the Code following hardship distribution. If the plan
provides for hardship distributions upon satisfaction of the safe harbor (deemed) standards as set
forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then effective as of the date the elective
deferral suspension period is reduced from 12 months to 6 months pursuant to EGTRRA, there shall be
no reduction in the maximum amount of elective deferrals that a Participant may make pursuant to
Section 402(g) of the Code solely because of a hardship distribution made by this plan or any other
plan of the Employer. ARTICLE V
CATCH-UP CONTRIBUTIONS Catch-up Contributions. Unless otherwise elected in Section 2.2 of this amendment,
effective for calendar years beginning after December 31, 2001, all employees who are eligible to
make elective deferrals under this plan and who have attained age 50 before the close of the
calendar year shall be eligible to make catch-up contributions in accordance with, and subject to
the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into
account for purposes of the provisions of the plan implementing the required limitations of
Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the
provisions of the plan implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. If elected in Section 2.2, catch-up contributions shall not be treated as elective deferrals for
purposes of applying any Employer matching contributions under the plan. ARTICLE VI
REQUIRED MINIMUM DISTRIBUTIONS  6.1
    GENERAL RULES  6.1.1
    Effective Date. Unless a later effective date is specified in Section 2.3.a of this
amendment, the provisions of this amendment will apply for purposes of determining required
minimum distributions for calendar years beginning with the 2002 calendar year.  6.1.2
    Coordination with Minimum Distribution Requirements Previously in Effect. If the
effective date of this amendment is earlier than calendar years beginning with the 2003
calendar year, required minimum distributions for 2002 under this amendment will be determined
as follows. If the total amount of 2002 required minimum distributions under the Plan made to
the distributee prior to the effective date of this amendment equals or exceeds the required
minimum distributions determined under this amendment, then no additional distributions will
be required to be made for 2002 on or after such date to the distributee. If the total amount
of 2002 required minimum distributions under the Plan made to the distributee prior to the
effective date of this amendment is less than the amount determined under this amendment, then
required minimum distributions for 2002 on and after such date will be determined so that the
total amount of required minimum distributions for 2002 made to the distributee will be the
amount determined under this amendment.  6.1.3
    Precedence. The requirements of this amendment will take precedence over any
inconsistent provisions of the Plan.  6.1.4
    Requirements of Treasury Regulations Incorporated. All distributions required under
this amendment will be determined and made in accordance with the Treasury regulations under
Section 401(a)(9) of the Internal Revenue Code.  6.1.5
    TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this
amendment, distributions may be made under a designation made before January 1, 1984, in
accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and
the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.  6.2
    TIME AND MANNER OF DISTRIBUTION  6.2.1
    Required Beginning Date. The Participants entire interest will be distributed, or
begin to be distributed, to the Participant no later than the Participants required beginning
date.  6.2.2
    Death of Participant Before Distributions Begin. If the Participant dies before
distributions begin, the Participants entire interest will be distributed, or begin to be
distributed, no later than as follows: (a) If the Participants surviving spouse is the Participants sole designated beneficiary,
then, except as provided in Article VI, distributions to the surviving spouse will begin by
December 31 of the calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the Participant would have
attained age 70 1/2, if later.   © 2002 SunTrust
Bank
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(b) If the Participants surviving spouse is not the Participants sole designated
beneficiary, then, except as provided in Section 2.3 of this amendment, distributions to the
designated beneficiary will begin by December 31 of the calendar year immediately following
the calendar year in which the Participant died. (c) If there is no designated beneficiary as of September 30 of the year following the year
of the Participants death, the Participants entire interest will be distributed by
December 31 of the calendar year containing the fifth anniversary of the Participants
death. (d) If the Participants surviving spouse is the Participants sole designated beneficiary
and the surviving spouse dies after the Participant but before distributions to the
surviving spouse begin, this Section 6.2.2, other than Section 6.2.2(a), will apply as if
the surviving spouse were the Participant. For purposes of this Section 6.2.2 and Section 2.3, unless Section 6.2.2(d) applies,
distributions are considered to begin on the Participants required beginning date. If
Section 6.2.2(d) applies, distributions are considered to begin on the date distributions
are required to begin to the surviving spouse under Section 6.2.2(a). If distributions under
an annuity purchased from an insurance company irrevocably commence to the Participant
before the Participants required beginning date (or to the Participants surviving spouse
before the date distributions are required to begin to the surviving spouse under Section
6.2.2(a)), the date distributions are considered to begin is the date distributions actually
commence.  6.2.3
    Forms of Distribution. Unless the Participants interest is distributed in the form
of an annuity purchased from an insurance company or in a single sum on or before the required
beginning date, as of the first distribution calendar year distributions will be made in
accordance with Sections 6.3 and 6.4 of this amendment. If the Participants interest is
distributed in the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code
and the Treasury regulations.6.3
    REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANTS LIFETIME6.3.1
    Amount of Required Minimum Distribution For Each Distribution Calendar Year. During
the Participants lifetime, the minimum amount that will be distributed for each distribution
calendar year is the lesser of: (a) the quotient obtained by dividing the Participants account balance by the distribution
period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury
regulations, using the Participants age as of the Participants birthday in the
distribution calendar year; or (b) if the Participants sole designated beneficiary for the distribution calendar year is
the Participants spouse, the quotient obtained by dividing the Participants account
balance by the number in the Joint and Last Survivor Table set forth in Section
1.401(a)(9)-9 of the Treasury regulations, using the Participants and spouses attained
ages as of the Participants and spouses birthdays in the distribution calendar year.  6.3.2
    Lifetime Required Minimum Distributions Continue Through Year of Participants
Death. Required minimum distributions will be determined under this Section 6.3 beginning
with the first distribution calendar year and up to and including the distribution calendar
year that includes the Participants date of death.6.4
    REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANTS DEATH6.4.1
    Death On or After Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. If the Participant dies on or
after the date distributions begin and there is a designated beneficiary, the minimum amount
that will be distributed for each distribution calendar year after the year of the
Participants death is the quotient obtained by dividing the Participants account balance
by the longer of the remaining life expectancy of the Participant or the remaining life
expectancy of the Participants designated beneficiary, determined as follows: (1) The Participants remaining life expectancy is calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year. (2) If the Participants surviving spouse is the Participants sole designated
beneficiary, the remaining life expectancy of the surviving spouse is calculated for
each distribution calendar year after the year of the Participants death using the
surviving spouses age as of the spouses birthday in that year. For distribution
calendar years after the year of the surviving spouses death, the remaining life
expectancy of the surviving spouse is calculated using the age of the surviving
spouse as of the spouses birthday in the calendar year of the spouses death,
reduced by one for each subsequent calendar year.   © 2002 SunTrust
Bank
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(3) If the Participants surviving spouse is not the Participants sole designated
beneficiary, the designated beneficiarys remaining life expectancy is calculated
using the age of the beneficiary in the year following the year of the Participants
death, reduced by one for each subsequent year. (b) No Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is no designated beneficiary as of September 30 of the year
after the year of the Participants death, the minimum amount that will be distributed for
each distribution calendar year after the year of the Participants death is the quotient
obtained by dividing the Participants account balance by the Participants remaining life
expectancy calculated using the age of the Participant in the year of death, reduced by one
for each subsequent year.  6.4.2
    Death Before Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. Except as provided in Section
2.3, if the Participant dies before the date distributions begin and there is a designated
beneficiary, the minimum amount that will be distributed for each distribution calendar year
after the year of the Participants death is the quotient obtained by dividing the
Participants account balance by the remaining life expectancy of the Participants
designated beneficiary, determined as provided in Section 6.4.1. (b) No Designated Beneficiary. If the Participant dies before the date distributions
begin and there is no designated beneficiary as of September 30 of the year following the
year of the Participants death, distribution of the Participants entire interest will be
completed by December 31 of the calendar year containing the fifth anniversary of the
Participants death. (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin. If the Participant dies before the date distributions begin, the Participants
surviving spouse is the Participants sole designated beneficiary, and the surviving spouse
dies before distributions are required to begin to the surviving spouse under Section
6.2.2(a), this Section 6.4.2 will apply as if the surviving spouse were the Participant.  6.5
    DEFINITIONS6.5.1
    Designated beneficiary. The individual who is designated as the Beneficiary under
the Plan and is the designated beneficiary under Section 401(a)(9) of the Internal Revenue
Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.6.5.2
    Distribution calendar year. A calendar year for which a minimum distribution is
required. For distributions beginning before the Participants death, the first distribution
calendar year is the calendar year immediately preceding the calendar year which contains the
Participants required beginning date. For distributions beginning after the Participants
death, the first distribution calendar year is the calendar year in which distributions are
required to begin under Section 6.2.2. The required minimum distribution for the Participants
first distribution calendar year will be made on or before the Participants required
beginning date. The required minimum distribution for other distribution calendar years,
including the required minimum distribution for the distribution calendar year in which the
Participants required beginning date occurs, will be made on or before December 31 of that
distribution calendar year.6.5.3
    Life expectancy. Life expectancy as computed by use of the Single Life Table in
Section 1.401(a)(9)-9 of the Treasury regulations.6.5.4
    Participants account balance. The account balance as of the last valuation date in
the calendar year immediately preceding the distribution calendar year (valuation calendar
year) increased by the amount of any contributions made and allocated or forfeitures allocated
to the account balance as of the dates in the valuation calendar year after the valuation date
and decreased by distributions made in the valuation calendar year after the valuation date.
The account balance for the valuation calendar year includes any amounts rolled over or
transferred to the Plan either in the valuation calendar year or in the distribution calendar
year if distributed or transferred in the valuation calendar year.6.5.5
    Required beginning date. The date specified in the Plan when distributions under
Section 401(a)(9) of the Internal Revenue Code are required to begin. ARTICLE VII
DEEMED 125 COMPENSATION If elected, this Article shall apply as of the effective date specified in Section 2.4 of this
amendment. For purposes of any definition of compensation under this Plan that includes a reference
to amounts under Section 125 of the Code, amounts under Section 125 of the Code include any amounts
not available to a Participant in cash in lieu of group health coverage because the Participant is
unable to certify that he or she has other health coverage. An amount will be treated as an amount
under Section 125 of the Code only if the Employer does not request or collect information
regarding the Participants other health coverage as part of the enrollment process for the health
plan.   © 2002 SunTrust
Bank
 5




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This amendment has been
executed this
29th day of December, 2004. Name of Plan: CheckFree Services Corporation 401(k) Plan Name of Employer: CheckFree Services Corporation By:
  /s/ David E. Mangum
  , David E. Mangum, Executive VP and CFOEMPLOYERand
  /s/ Deborah N. Gable
  , Deborah N. Gable, Senior VP, Human Resources   © 2002 SunTrust
Bank
 6