##### 



Exhibit 10(a)
 
 CHECKFREE SERVICES CORPORATION
VOLUME SUBMITTER 401(K) PLAN
 
 This Plan is effective as of
the Effective Date identified on the Signature Page of this Agreement.
 Employer Information
 a.
    
    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
    )
    
    No
 f.
    
    If e. is yes, list the Related Employers(optional):Bastogne, Inc., CheckFree Investment Corporation, American Payment Holdco, Inc.,
American Payment Systems of California, Inc., CheckFree i-Solutions, Corp, CheckFree
i-Solutions, Inc., CheckFree Software & Services (UK), Ltd., CheckFree i-Solutions Limited,
Heliograph, Inc., Heliograph, Ltd., CheckFree Corporation, CheckFreePay Corporation,
CheckFreePay Corporation of New York and PhoneCharge, Inc.[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.]o
    g.
    
    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.)
 Plan Information
 a.
    
    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 .
 Types of Contributions
  þ
    
    a.
    
    Section 401(k) Deferrals(Part 4A).þ
    
    b.
    
    Employer Matching Contributions(Part 4B).
 Ó 2002
 1




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##### 



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
  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.]
 Ó 2002
 2




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##### 



o6.
    
    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
  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.]
 Ó 2002
 3




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##### 



Part 3  Compensation Definitions
  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 notexecute the Co-Sponsor Adoption Page under this Agreement are excluded.
 Note: ny exclusions selected under f. through i. above do not apply to Nonhighly
Compensated Employees in determining allocations under the Safe Harbor 401(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.]
 
 Ó 2002
 4




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##### 



Part 4A  Section 401(k) Deferrals
  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.þ 14.
    
    Automatic deferral election.(See Section 2.3(a)(2) of the BPD.) Effective
January 1, 2006, an Eligible Participant will automatically defer  2% of
Included Compensation for each payroll period, unless the Eligible Participant makes a
contrary Salary Reduction Agreement election. This automatic deferral election will apply to:þ
    
    a.
    
    all Eligible Participants.o
    
    b.
    
    only those Employees who become Eligible Participants on or after the following date:o 15.
    
    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:
 
 Ó 2002
 5




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##### 



Part 4B  Employer Matching Contributions
  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)
§401(k)
Deferrals
    
    (2)
Employee
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.]
  Ó 2002
 6




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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) $___.
  Ó 2002
 7




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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.o c.
    
    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.]
 þ 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.]þ
    
    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.)
  Ó 2002
 8




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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.
    
    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.
 og.
    
    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.]
 þh.
    
    The above allocation condition(s) will notapply if:
 þ  (1)     The Participant meets the service condition defined under 19.e.2, and is one of the Affected
Associates subject to the June 2005 workforce reduction. Despite any other provision in the Plan to the
contrary, the Affected Associates shall be eligible to receive a matching contribution for the plan year ending
June 30, 2005, regardless of whether they are employed on the last day of such plan year.
 o  (2)     the Participant dies during the Plan Year.
 o  (3)     the Participant is Disabled.
 o  (4)     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.
 ob.
    
    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.
 Ó 2002
 9




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##### 



oc.
    
    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 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.]
 Ó 2002
 10




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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.)
 Ó 2002
 11




---



##### 



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.
    
    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.]
 o g.
    
    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
  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:
 o a.
    
    the entire Plan Year.
 o b.
    
    the portion of the Plan Year during which the Employee is an Eligible Participant.
 o c.
    
    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:
 o a.
    
    % of Included Compensation.
 o b.
    
    $.
 Part 4E  Safe Harbor 401(k) Plan Election
  o
    
    Check this selection and complete this Part 4E if the Plan is designed to be a Safe Harbor 401(k) Plan.
 o 27.
    
    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.]
 o a.
    
    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.
 
 ã 2002
 12




---



##### 



o b.
    
    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, plus
 o (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.]
 o d.
    
    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.
 o 28.
    
    Safe Harbor Nonelective Contribution:% (no less than 3%) of Included Compensation.
 o a.
    
    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.
 o b.
    
    Check this selection to provide the Employer
with the discretion to increase the above
percentage to a higher percentage.
 o c.
    
    Check this selection if the Safe Harbor
Nonelective Contribution will be made under
another plan maintained by the Employer and
identify the plan:
 
 o d.
    
    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.]
 o a.
    
    All Eligible Participants (as determined for Section 401(k) Deferrals).
 o b.
    
    All Nonhighly Compensated Employees who are Eligible Participants (as determined for Section 401(k) Deferrals).
 o c.
    
    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.
 o d.
    
    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.)
 
 ã 2002
 13




---



##### 



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.]
 o 32.
    
    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.
 o 33.
    
    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.
 
 ã 2002
 14




---



##### 



Part 6  Vesting Rules
  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.]
 
 ã 2002
 15




---



##### 



o38.
    
    Service excluded under the above vesting schedule(s):
 oa.
    
    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.)
 ob.
    
    Years of Service completed before the Employees _____ birthday (cannot exceed the 18th birthday).
 o39.
    
    Special 100% vesting.An Employees vesting percentage increases to 100% if, while employed with the Employer, the
Employee:
 oa.
    
    dies.
 ob.
    
    becomes Disabled (as defined in Section 22.47 of the BPD).
 oc.
    
    reaches Early Retirement Age (as defined in Part 5, #35 above).
 o40.
    
    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
  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.]
 o41.
    
    Alternative definition of Year of Service for eligibility.
 oa.
    
    A Year of Service is  Hours of Service (may not exceed
1,000) during an Eligibility Computation Period.
 ob.
    
    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.
 oc.
    
    Use the Elapsed Time Method instead of counting Hours of Service. (See Section 6.5(b) of the BPD.)
 o42.
    
    Alternative method for determining Eligibility Computation Periods.(See Section 1.4(c) of the BPD.)
 oa.
    
    One Year of Service eligibility.Eligibility Computation Periods are determined using the Anniversary Year Method
instead of the Shift-to-Plan-Year Method.
 ob.
    
    Two Years of Service eligibility.Eligibility Computation Periods are determined using the Shift-to-Plan-Year Method
instead of the Anniversary Year Method.
 
 ã 2002
 16




---



##### 



o43.
    
    Alternative definition of Year of Service for vesting.
 oa.
    
    A Year of Service is  Hours of Service (may not exceed 1,000) during a Vesting Computation Period.
 ob.
    
    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.
 oc.
    
    Use the Elapsed Time Method instead of counting Hours of Service. (See Section 6.5(b) of the BPD.)
 o44.
    
    Alternative method for determining Vesting Computation Periods.Instead of Plan Years, use:
 oa.
    
    Anniversary Years. (See Section 4.4 of the BPD.)
 ob.
    
    (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.]
 o45.
    
    Break in Service rules.
 oa.
    
    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.)]
 ob.
    
    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.)
 o46.
    
    Special rules for applying Equivalency Method.[This #46 may only be checked if
#41.b. and/or #43.b. is checked above.]
 oa.
    
    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.
 ob.
    
    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.]
 
 ã 2002
 17




---



##### 



Part 8  Allocation of Forfeitures
  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)
    
    (2)Employer
    
    EmployerMatch
    
    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)
    
    (2)Employer
    
    EmployerMatch
    
    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.]
 o49.
    
    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.
 o50.
    
    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
  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:
 þa.
    
    the Participants employment termination date.
 ob.
    
    the end of the Plan Year that contains the Participants employment termination date.
 oc.
    
    the first Valuation Date following the Participants termination of employment.
 od.
    
    the Participants Normal Retirement Age (or Early Retirement Age, if
applicable) or, if later, the Participants employment termination date.
 oe.
    
    (Describe distribution event)
 [Practitioner Note:Any distribution event described in e. will apply uniformly to
all Participants under the Plan.]
 
 ã 2002
 18




---



##### 



52.
    
    Vested account balances of $5,000 or less.Distribution will be made in a lump sumas soon as
administratively feasible following:
 þa.
    
    the Participants employment termination date.
 ob.
    
    the end of the Plan Year that contains the Participants employment termination date.
 oc.
    
    the first Valuation Date following the Participants termination of employment.
 od.
    
    (Describe distribution event):
 [Practitioner Note:Any distribution event described in d. will apply uniformly to
all Participants under the Plan.]
 þ53.
    
    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:
 þa.
    
    the date the Participant becomes Disabled.
 ob.
    
    the end of the Plan Year in which the Participant becomes Disabled.
 oc.
    
    (Describe distribution event):
 [Practitioner Note:Any distribution event described in c. will apply uniformly to
all Participants under the Plan.]
 o54.
    
    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.
 o55.
    
    Special operating rules.
 oa.
    
    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.]
 ob.
    
    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.
 
 ã 2002
 19




---



##### 



Part 10  In-Service Distributions
  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)
    
    (2)
    
    (3)§401(k)
    
    Employer
    
    EmployerDeferrals
    
    Match
    
    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:
 oa.
    
    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.)
 ob.
    
    No more than 
in-service distribution(s) in a Plan Year.
 oc.
    
    The minimum amount of any in-service distribution will be $____ (may not exceed $1,000).
 od.
    
    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.]
  ã 2002
 20




---



##### 



Part 11  Distribution Options
  58.
    
    Optional forms of payment available upon termination of employment:
 þa.
    
    Lump sum distribution of entire vested Account Balance.
 ob.
    
    Single sum distribution of a portion of vested Account Balance.
 þc.
    
    Installments for a specified term.
 od.
    
    Installments for required minimum distributions only.
 þe.
    
    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
 [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.)
 oa.
    
    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.]
 þb.
    
    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.
 oc.
    
    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.)
 oa.
    
    No
 þb.
    
    Yes
 o(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.
  ã 2002
 21




---



##### 



61.
    
    Are Participants permitted to direct investments? (See Section 13.5(c) of the BPD.)
 oa.
    
    No
 þb.
    
    Yes
 þ(1)
    
    Specify Accounts: All Accounts are Participant directed
except for specific investment conditions applied to the Employer Matching
Contributions.
 þ(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.)
 oa.
    
    No
 þb.
    
    Yes. Specify Accounts and/or investment options: All Accounts
 63.
    
    Is any portion of the Plan valued periodically(other than daily)? (See Section 13.2(a) of
the BPD.)
 þa.
    
    No
 ob.
    
    Yes
 o(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 þ
 65.
    
    Are life insuranceinvestments permitted? (See Article 15 of the BPD.)
 þ o
 66.
    
    Do the default QDRO proceduresunder Section 11.5 of the BPD apply?
 o þ
 67.
    
    Do the default claims proceduresunder Section 11.6 of the BPD apply?
 o þ
 Part 13  Miscellaneous Elections
 v
    
    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.
 þ68.
    
    Determination of Highly Compensated Employees.
 þa.
    
    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.]
 þb.
    
    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.]
  ã 2002
 22




---



##### 



o69.
    
    Special elections for applying the Annual Additions Limitation under Code §415.
 oa.
    
    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.]
 ob.
    
    Total Compensation includes imputed compensationfor a terminated Participant who is
permanently and totally Disabled. (See Section 7.4(g)(3) of the BPD.)
 o70.
    
    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.
 þ71.
    
    Service credited with Predecessor Employers:(See Section 6.7 of the BPD.)
 þa.
    
    (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.
 ob.
    
    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.
 oc.
    
    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.]
 o72.
    
    Special rules where Employer maintains more than one plan.
 oa.
    
    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: _________________
 ob.
    
    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: ________________
 oc.
    
    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.]
 od.
    
    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.]
  ã 2002
 23




---



##### 



þ73.
    
    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.]
 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.]
 þa.
    
    The Fail-Safe Coverage Provision described in Section 2.6 of the BPD applies without modification.
 ob.
    
    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.
  ã 2002
 24




---



##### 



Signature Page
   77.
    
    Name and title of authorized representative(s):
    
    Signature(s):
    
    Date:Deborah N. Gable, SVP HR
    
    /s/ Deborah N. Gable
    
    12/31/05Stephen E. Olsen, EVP GM
    
    /s/ Stephen E. Olsen
    
    12/31/05David E. Mangum, EVP and CFO
    
    /s/ David E. Mangum
    
    12/31/05
 78.
    
    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, 2006
 (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, 1984
 o     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:
________________________________________________________________
 o 79.
    
    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.
 ã 2002
 25




---



##### 



#73 Special Definition of Disabled:
  #76 Protected Benefits:
 Employer Securities:
   ã 2002
 26




---



##### 



Trustee Declaration
   81.
    
    Name(s) of Trustee(s):
    
    Signature(s) of Trustee(s):
    
    Date:SunTrust Bank
    
    /s/ Jeffrey S. Rhineheart
    
    12/31/05
 82.
    
    Effective date of this Trustee Declaration:January 1, 2006
 83.
    
    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.]
 ã 2002
 27




---



##### 



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:CheckFreePay Corporation
 85.
    
    Employer Identification Number (EIN) of the Co-Sponsor:06-1291316
  86.
    
    Name and title of authorized representative(s):
    
    Signature(s):
    
    Date:David E. Mangum, Director
    
    /s/ David E. Mangum
    
    12/31/05
 87.
    
    Effective date of this Co-Sponsor Adoption Page:January 1, 2006
 o
    
    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.]
 o 89.
    
    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.]
 ã 2002
 28




---



##### 



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
  92.
    
    Name and title of authorized representative(s):
    
    Signature(s):
    
    Date:David E. Mangum, President
    
    /s/ David E. Mangum
    
    12/31/05
 93.
    
    Effective date of this Co-Sponsor Adoption Page:January 1, 2006
 o
    
    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 94.
    
    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.]
 o 95.
    
    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.]
 ã 2002
 29




---



##### 



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.]
 102.
    
    Name of Co-Sponsor:CheckFree Investment Corporation
 103.
    
    Employer Identification Number (EIN) of the Co-Sponsor:51-0372193
  104.
    
    Name and title of authorized representative(s):
    
    Signature(s):
    
    Date:David E. Mangum, EVP & Treasurer
    
    /s/ David E. Mangum
    
    12/31/05
 105.
    
    Effective date of this Co-Sponsor Adoption Page:January 1, 2006
 o     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.]
 ã 2002
 30