**Exhibit 10(k)****CHECKFREE CORPORATION****AMENDED AND RESTATED****NONQUALIFIED DEFERRED COMPENSATION PLAN**     THIS AMENDED AND RESTATED NONQUALIFIED DEFERRED COMPENSATION PLAN (the “Plan”), the termsand provisions of which are herein contained, is made and entered into effective as of this 26thday of July, 2007 (the “Effective Date”), by CHECKFREE CORPORATION, a Delaware corporation (the“Company”).     **1. ****PURPOSE OF THE PLAN****.**     The purpose of this Plan is to establish a deferred compensation program for certain keymanagement and highly-compensated associates of the Company and any of its Subsidiaries andAffiliates permitting such associates with the ability to defer the receipt of compensation fromthe Company.     **2. ****DEFINITIONS**.     As used in this Plan, the following capitalized terms shall have the indicated meaning.          “Affiliate” means any entity other than the Company and its Subsidiaries that isdesignated by the Board as a participating employer under the Plan, provided that the Companydirectly or indirectly owns at least 20% of the combined voting power of all classes of stock ofsuch entity or more than 50% of the ownership interests in such entity.          “Annual Enrollment Form” means, with respect to each Participant and any calendaryear, the form specified by the Plan Administrator, as completed and delivered to the Company byeach Participant pursuant to such specific deadlines as may exist from time to time pursuant to thePlan.          “Beneficiary” has the meaning set forth in Section 9 hereof.          “Board” means the Board of Directors of the Company.          “Bonus Compensation” means any cash compensation payable to a Participant pursuant toa written incentive plan of the Company for any fiscal year of the Company.          “Bonus Deferral Election” means an election to defer a portion of a Participant’sBonus Compensation for any fiscal year of the Company pursuant to the Plan and as set forth in theParticipant’s Annual Enrollment Form for the calendar year in which ends the Company’s fiscal year.
 

 
          “Business Day” means any day on which both (i) the National Association of SecuritiesDealers Automated Quotation System (“NASDAQ”) is open for trading and (ii) each of the Company,the Trustee, each Investment and any record keeper retained by the Plan Administrator is open forbusiness.          “Change of Control” means the occurrence of one or more of the following events:          (a) Any “person” including a “syndication” or “group” as those terms are used in Section13(d)(3) of the Securities Act, becomes (on or after the Effective Date) the beneficial owner,directly or indirectly, of securities of the Company representing thirty percent (30%) or more ofthe combined voting power of the Company’s then outstanding Voting Securities;          (b) the Company is merged or consolidated with another corporation and immediately aftergiving effect to the merger or consolidation less than fifty percent (50%) of the outstandingVoting Securities of the surviving or resulting entity are then beneficially owned in the aggregateby (x) the stockholders of the Company immediately prior to the merger or consolidation, or (y) ifa record date has been set to determine the stockholders of the Company entitled to vote on themerger or consolidation, the stockholders of the Company as of that record date.          (c) The date a majority of the members of the Board becomes replaced, during the precedingtwelve (12) month period, by directors whose appointment or election to the Board was not endorsedby a majority of the members of the Board before the date of such appointment or election.          (d) the Company transfers substantially all of its assets to another person, or more than oneperson acting as a group, in accordance with Section 409A of the Code and guidance promulgatedthereunder.          “Code” means the Internal Revenue Code of 1986, as amended.          “Company” means CheckFree Corporation, a corporation organized under the laws of theState of Delaware, or any successor corporation.          “Deferral Account” means, with respect to each Participant, the book-keeping recordmaintained by the Company for each Participant in accordance with the terms of this Plan.          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.          “Effective Date” has the meaning as set forth in the introductory paragraph of thisPlan.
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          “Fair Market Value” means, with respect to any Investment, the closing price on thedate of reference, or if there were no sales on such date, then the closing price on the nearestpreceding day on which there were such sales, and in the case of an unlisted security, the meanbetween the bid and asked prices on the date of reference, or if no such prices are available forsuch date, then the mean between the bid and asked prices on the nearest preceding day for whichsuch prices are available. With respect to any Investment which reports “net asset values” orsimilar measures of the value of an ownership interest in the Investment, Fair Market Value shallmean such closing net asset value on the date of reference, or if no net asset value was reportedon such date, then the net asset value on the nearest preceding day on which such net asset valuewas reported. For any Investment not described in the preceding sentences, Fair Market Value shallmean the value of the Investment as determined by the Plan Administrator in its reasonable judgmenton a consistent basis, based upon such available and relevant information as the Plan Administratordetermines to be appropriate.          “Installment Distribution Option” means the distribution option for a Participant’sRetirement Account as described in Section 8(b)(i) hereof.          “Investment” means the options set forth in Exhibit “A” attached hereto, asthe same may be amended from time to time by the Company in its sole and absolute discretion.          “Lump Sum Distribution Option” means the distribution option for a Participant’sRetirement Account as described in Section 8(b)(ii) hereof.          “Mandatory Commencement Date” means, with respect to each Participant, the date of theParticipant’s 65th birthday. For example, the Mandatory Commencement Date for aParticipant born on October 1, 1950 is October 1, 2015.          “Participant” means an associate of the Company or any Subsidiary or Affiliatedesignated in Section 4 hereof, or otherwise designated by the Plan Administrator in its sole andabsolute discretion for participation in the Plan who enters into a Participation Agreement, or aperson who was such at the time of his retirement, death, or other termination of employment andwho obtains, or whose beneficiary obtains, benefits under this Plan in accordance with its terms.          “Participation Agreement” means an agreement between the Company and an individualpursuant to which the individual becomes a Participant in the form specified by the PlanAdministrator. Participation Agreements for each Participant need not be the same and may containsuch terms and conditions, not inconsistent with the Plan, as the Plan Administrator may determineappropriate.          “Permitted Retirement Date” means the date on which a Participant both has (i)completed at least ten (10) years of full-time employment with the Company or any subsidiary orAffiliate , and (ii) is at least 55 years old.          “Plan” means this CheckFree Corporation Nonqualified Deferred Compensation Plan, as itmay be amended from time to time.
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          “Plan Administrator” means the Company or such person or persons as may be designatedfrom time to time in writing by the Company.          “Retirement Account” means, with respect to each Participant, that portion of aParticipant’s Deferral Account which is determined in accordance with Section 6(d) hereof.          “Salary Compensation” means any base salary plus any receipts of commissioncompensation which is otherwise payable to a Participant in cash by the Company in any calendaryear, without reduction for the amount of any contributions made by the Company on behalf ofParticipant under any salary reduction or similar arrangement to a qualified deferred compensation,pension or cafeteria plan, contributions toward a simplified employee pension plan described inSection 408(k) of the Code, contributions towards the purchase of an annuity contract described inSection 403(b) of the Code, and/or contributions of elective contributions pursuant to anarrangement qualified under Section 401(k) of the Code; provided, however, that in no event shall“Salary Compensation” include any severance payments or other compensation which is paid toParticipant as a result of the Participant’s termination of employment with the Company.Notwithstanding anything herein to the contrary, in no event shall Salary Compensation includeBonus Compensation.          “Salary Deferral Election” means an election to defer a portion of a Participant’sSalary Compensation pursuant to the Plan and as set forth in the Participant’s Annual EnrollmentForm for the calendar year in which ends the Company’s fiscal year.          “Specified Date Account” means, with respect to each Participant, that portion of theParticipant’s Deferral Account which is determined in accordance with Section 6(d) hereof.          “Sub Account” means, with respect to any Participant, the Participant’s RetirementAccount or any Specified Date Account of the Participant.          “Termination Date” means, with respect to each Participant, the date on which aParticipant terminates employment with the Company and all its subsidiaries and Affiliates for anyreason, including death or disability.          “Trust” means the trust created pursuant to the Trust Agreement.          “Trust Agreement” means that certain Trust Agreement by and between the Company andthe Trustee may be amended from time to time in accordance with the terms hereof.          “Trustee” means the trustee of the Trust. The Trustee shall at all times be a bankwith trust powers. The initial and any successor Trustee shall be as selected by the Companypursuant to the Trust Agreement.          “Unforeseeable Emergency” means in accordance with Section 409A of the Code andguidance promulgated thereunder, (1) a severe financial hardship to the Participant resulting
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from an illness or accident of the Participant, the Participant’s spouse, the Participant’sbeneficiary, or the Participant’s dependent; (2) loss of the Participant’s property due tocasualty; or (3) any other similar extraordinary and unforeseeable circumstances arising as aresult of events beyond the control of the Participant.          “Voting Securities” means any security which ordinarily possesses the power to vote inthe election of the Board without the happening of any precondition or contingency.     **3. ****ADMINISTRATION****.**     The Plan shall be administered by the Plan Administrator. The Plan Administrator shall havethe authority to adopt, alter and repeal such rules, guidelines and practices governing the Plan asit shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan andany award issued under the Plan (and any agreements relating thereto); and to otherwise supervisethe administration of the Plan. All decisions made by the Plan Administrator pursuant to theprovisions of the Plan shall be made in the Plan Administrator’s sole discretion and shall be finaland binding on all persons, including Participants.     Without limiting the generality of the foregoing, the Plan Administrator shall have thefollowing powers and duties:     (a) To require any person to furnish such reasonable information as may be requestedfor the purpose of the proper administration of the Plan as a condition to receiving anybenefits under the Plan;     (b) To make and enforce such rules and regulations and prescribe the use of such formsas it shall deem necessary for the efficient administration of the Plan;     (c) To determine the amount of benefits that shall be payable to any person inaccordance with the provisions of the Plan, and to provide a full and fair review to anyParticipant whose claim for benefits has been denied in whole or in part;     (d) To employ at the expense of the Company other persons (who may or may not beemployed by the Company) to assist the Plan Administrator in carrying out its duties underthe terms of the Plan;     (e) To keep records of all acts and determinations, and to keep all such records, booksof account, data and other documents as may be necessary for the proper administration ofthe Plan;     (f) To prepare and distribute to all Participants, and Beneficiaries informationconcerning the Plan and their rights under the Plan;
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     (g) To exercise any powers reserved to the Company under the Trust executed inconnection with this Plan, including but not limited to the power to provide investmentguidelines to the trustee under the Trust; and     (h) To do all things necessary to operate and administer the Plan in accordance withits provisions.     **4. ****PARTICIPANTS**.     The Plan Administrator, in its sole and absolute discretion, shall select those management orother key associates of the Company or any Affiliate or Subsidiary who are responsible for orcontribute to the management, growth and/or profitability of the business of the Company and/or itsSubsidiaries and Affiliates to participate in the Plan. No one shall be treated as a Participantunless and until the person has entered into a Participation Agreement.     **5**. **DEFERRED COMPENSATION**.     (a) Salary Deferrals. Any Participant may elect to defer the receipt of a portion ofthe Salary Compensation otherwise payable to the Participant by the Company or any Subsidiary orAffiliate in any calendar year, which portion, not to exceed twenty-five percent (25%) per annum,shall be designated by the Participant pursuant to a Salary Deferral Election as set forth on theAnnual Enrollment Form.     (b) Bonus Deferrals. Any Participant may elect to defer annually the receipt of aportion of or all of the Bonus Compensation otherwise payable to the Participant by the Company orany Subsidiary or Affiliate in any fiscal year, which portion shall be designated by him/herpursuant to a Bonus Deferral Election as set forth on the Annual Enrollment Form.     (c) Annual Enrollment Forms. Unless otherwise approved by the Plan Administrator,Annual Enrollment Forms must be completed, signed, and delivered to the Company prior to January 1of each calendar year for any Salary or Bonus Deferred Elections to be effective. Notwithstandingthe foregoing, with respect to the calendar year in which a Participant first becomes eligible toparticipate in this Plan, the newly eligible Participant may make a Salary or Bonus DeferralElection pursuant to an Annual Enrollment Form if such election is made within 30 days after thedate the associate becomes eligible.     **6. ****DEFERRAL ACCOUNTS**.     (a) Any compensation deferred pursuant to Section 5 of this Plan shall be credited to theDeferral Account maintained in the name of the Participant. Deferral Accounts shall be bookkeepingaccounts maintained on the Company’s records. Deferral Account shall be credited (i) with respectto deferrals of Salary Compensation, on the same day of each month on which cash compensation wouldotherwise have been paid to a Participant, with a dollar amount equal to the total amount by whichthe Participant’s cash compensation for such month was reduced in accordance with the Participant’sSalary Deferral Election, and (ii) with respect to deferrals of
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Bonus Compensation, on the date such bonus compensation would otherwise have been paid to theParticipant in accordance with the Company’s normal practices.     (b) The credit balance of the Deferral Account for each Participant shall be deemed to havebeen invested and reinvested from time to time in such Investments as shall be designated by theParticipant in accordance with the following:          (i) Upon commencement of participation in the Plan, each Participant shall make a designationof the Investments which the Participant desires to have deemed to be purchased with the amountscredited to the Participant’s Deferral Account in accordance with Section 6(a) hereof. All suchdeemed purchases of Investments with respect to such amounts shall be deemed to have occurred onthe day on which the deferrals are credited to the Participant’s Deferral Account, unless such dayis not a Business Day, in which event the deemed purchase shall be deemed to have occurred on thefirst Business Day following such day.          (ii) Each Participant shall have the right, by giving notice to the Plan Administrator to (A)change the existing Investments in which the Participant’s Deferral Account is deemed to beinvested by deeming a portion of the existing Investments in the Participant’s Account to have beensold and the new Investments purchased; and (B) change the Investments which are deemed to bepurchased with future credits to the Participant’s Deferral Account pursuant to Sections 6(a)(i)and (ii). No Participant shall be permitted to make more than six (6) changes pursuant to (A) or(B) in any one calendar year. Such changes shall be made in such specific manner as shall bespecified from time to time by the Plan Administrator. Any such change shall be effective as ofthe day given so long as such day is a Business Day and the notice of such change is given by 4:00P.M. Eastern Standard Time on such day. Otherwise, such change shall be effective on the BusinessDay immediately following the date of such notice.          (iii) In the case of any deemed purchase, the Deferral Account shall be debited with a dollaramount equal to the quantity and kind of the Investment deemed to have been purchased multiplied bythe Fair Market Value of such Investment on the date of reference and shall be credited with thequantity and kind of Investment so deemed to have been purchased. In the case of any deemed saleof an Investment, the Deferral Account shall be debited with the quantity and kind of Investmentdeemed to have been sold, and shall be credited with a dollar amount equal to the quantity and kindof Investment deemed to have been sold multiplied by the Fair Market Value of such Investment onthe date of reference.          (iv) In no event shall the Company be under any obligation, as a result of any designation ofInvestments made by Participants, to acquire assets (or to cause the Trust to acquire assets) whichcorrespond with any such Investments.     (c) The Company shall, within the 45-day period following the close of each quarter duringeach calendar year (March 31, June 30, September 30 and December 31), furnish each Participant witha statement of the balance of the Participant’s Deferral Account and all Sub Accounts, showing alldebits and credits thereto in accordance with the terms of this Plan.
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     (d) A Participant’s Deferral Account shall be divided into separate Retirement and SpecifiedDate Accounts which shall be Sub Accounts determined in accordance with this Section 6(d) asfollows:               (i) A Participant’s Retirement Account shall initially be credited with the portion of theSalary Compensation and the Bonus Compensation credited to a Participant’s Deferral Accountpursuant to Section 6(a) hereof which is specified by the Participant on his Annual Enrollment Formfor such calendar year to be credited to the Participant’s Retirement Account. A Participant shallhave only 1 Retirement Account.               (ii) A Participant’s Specified Date Account for any specified year shall initially be creditedwith the portion of the Salary Compensation and the Bonus Compensation credited to a Participant’sSpecified Date Account pursuant to Section 6(a) hereof which is specified by the Participant to becredited to the Participant’s Specified Date Account for such specified year on his AnnualEnrollment Form for such calendar year. The Specified Date Accounts shall be designated by anyparticular year which begins at least twelve (12) months after an individual becomes a Participant;provided however, that a Participant shall not be permitted to designate a year for a SpecifiedDate Account which is after the year in which occurs the Participant’s Mandatory Commencement Date.If a Participant designates a Specified Date Account pursuant to any Annual Enrollment Form whichis not permitted by the immediately preceding sentence, such designation of Specified Date Accountshall be deemed null and void and all amounts otherwise designated by the Participant to becredited to such Specified Date Account shall instead be credited to the Participant’s RetirementAccount.               (iii) All deemed Investment designations made by a Participant pursuant to this Plan shall bespecified by percentages and shall be deemed to apply in the same percentage to each of the creditbalances of all Sub Accounts of the Participant’s Deferred Comp Account, so that at all times theportion of the total credit balance of each Sub Account that is deemed to be invested in aparticular Investment designated by the Participant shall be identical for all Sub Accounts.     (e) A Participant’s Deferral Account (and Sub Accounts thereof) shall be debited in an amountequal to the amount of cash distributed to the Participant or the Participant’s Beneficiarypursuant to Section 8 hereof.     (f) In determining the amounts of all debits and credits to Deferral Accounts and SubAccounts, the Plan Administrator shall exercise its reasonable best judgment, and all suchdeterminations (in the absence of bad faith) shall be binding upon all Participants and theirBeneficiaries. If an error is discovered in the Deferral Account or any Sub Account of aParticipant, the Plan Administrator, in its sole and absolute discretion, shall cause appropriate,equitable adjustments to be made as soon as administratively practicable following the discovery ofsuch error or omission.
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     **7. ****THE TRUST.**          (a) The Company shall enter into the Trust Agreement creating the Trust for the purposesspecified therein and herein. The Trust is intended to be a “grantor trust” with the result thatthe corpus and income of the trust be treated as assets and income of the Company for federalincome tax purposes pursuant to Subpart E, Part I, Subchapter J, Chapter 1, Subtitle A of the Code.The Trust and any assets held by the Trust will in all events conform to the substantive terms ofthe “model trust” described in Revenue Procedure 92-64, 1992-2 C.B. 422, all as determined by theCompany in its sole and absolute discretion. All amounts contributed to the Trust shall remain theassets of the Company subject to the terms and conditions of the Trust Agreement.          (b) The Company shall contribute an amount equal to the credits to the Participant’s DeferralAccount with respect to Salary Deferral Elections and Bonus Deferral Elections at such times assuch amounts are credited to a Participants account in accordance with Sections 5 and 6 hereof.          (c) The Company shall remain primarily liable to make payments to Participants and theirBeneficiaries pursuant to this Plan and the Company’s contribution of amounts to the Trust shallnot satisfy the Company’s obligation to make payments to Participants and/or Beneficiaries pursuantto this Plan. Distributions from the Trust to Participants or Beneficiaries will, however, beapplied in satisfaction of such obligation of the Company to make payments pursuant to Section 8hereof.          (d) The Company shall be responsible for and pay without any debit to the Deferral Account orreduction in the Trust, all amounts owed the Trustee pursuant to the Trust Agreement (including,without limitation, any amounts which are due pursuant to Section 9 of the Trust Agreement). Inthe event that the Company does not pay any such amounts to the Trustee and the Trustee chargessuch amount against, and pays it from, the Trust, the Company shall immediately contribute anamount equal to such charge to the Trust.     **8. ****DISTRIBUTIONS.**          (a) Specified Date Accounts.               (i) Specified Date. Except as otherwise provided in this Section 8(a), Participantshall be paid an amount equal to the credit balance of the Participant’s Specified Date Account byJanuary 15th of the year specified for such Specified Date Account.               (ii) Termination of Employment. If a Participant’s Termination Date occurs prior topayment with respect to a Specified Date Account pursuant to Section 8(a)(i) or (iii) hereof, theParticipant shall be paid an amount equal to the credit balance of such Specified Date Accountwithin thirty (30) days of the Participant’s Termination Date. Notwithstanding the foregoing, withrespect to amounts deferred after December 31, 2004, distributions to Participants, who are “keyemployees,” as defined in Section 416(i) of the Code, will not commence until the
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earlier of (1) the date that is six (6) months after the date of termination, (2) the date of theParticipant’s death, or (3) any earlier date permitted under Section 409A of the Code.               (iii) Change of Control. If there is a Change of Control prior to the payment withrespect to a Specified Date Account pursuant to Section 8(a)(i) or 8(a)(ii) hereof, a Participantshall be paid an amount equal to the credit balance of such Specified Date Account within thirty(30) days following such Change of Control.          (b) Retirement Account.               (i) Termination of Employment After Permitted Retirement Date or Due to Death.Except as otherwise provided in this Section 8(b), if a Participant’s Termination Date occurs afterthe Participant’s Permitted Retirement Date or prior to the Participant’s Permitted Retirement Datedue to the Participant’s death, then the Participant shall be paid an amount equal to the creditbalance of the Participant’s Retirement Account pursuant to the distribution option set forth belowthat was specifically selected by the Participant pursuant to the Participant’s ParticipationAgreement:                    (A) Installment Distribution Option. If the Participant selects the “InstallmentDistribution Option,” the Participant shall receive annual payments commencing on any day which isno more than 30 days following the Participant’s Termination Date and continuing annuallythereafter on the same date for two (2) to fifteen (15) years (as selected by the Participant inthe Participant’s Participation Agreement). Notwithstanding the foregoing, with respect to amountsdeferred after December 31, 2004, distributions to Participants, who are “key employees,” asdefined in Section 416(i) of the Code, will not commence until the earlier of (1) the date that issix (6) months after the date of termination, (2) the date of the Participant’s death, or (3) anyearlier date permitted under Section 409A of the Code. The amount of each annual payment shall bedetermined by dividing (I) the balance in the Participant’s Retirement Account, by (II) the numberof payments that remain to be made to the Participant based upon the payout period selected. Forexample, if a Participant has selected a 10-year payout period and the first annual payment is tobe made on January 15, 2015, the amount of the payment to be made on that date would be thequotient obtained by dividing (w) the balance of the Deferral Account immediately prior to suchpayment date, by (x) 10; the amount of the payment for January 15, 2016, would be the quotientobtained by dividing (y) the balance of the Retirement Account immediately prior to such paymentdate in December, Year 1, by (z) 9; and so forth.                    (B) Lump Sum Distribution Option. If the Participant selects the “Lump SumDistribution Option” in the Participant’s Participation Agreement, the Participant shall be paidwithin thirty (30) days after the Participant’s Termination Date an amount equal to the creditbalance of the Participant’s Retirement Account. Notwithstanding the foregoing, with respect toamounts deferred after December 31, 2004, distributions to Participants, who are “key employees,”as defined in Section 416(i) of the Code, will not commence until the earlier of (1) the date thatis six (6) months after the date of termination, (2) the date of the Participant’s death, or (3)any earlier date permitted under Section 409A of the Code.
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                    (C) Change in Distribution Options. A Participant shall be entitled to change payoutoptions of the Participant’s Retirement Account between those in Sections 8(b)(ii)(A) or (B) aboveby written notice to the Company. Such notice must be delivered no less than twelve (12) monthsprior to the Termination Date and must provide that payments commence at least five (5) years afterthe payments otherwise would have commenced. Any notice of change that does not comply with theseterms shall be of no force and effect.               (ii) Termination of Employment Prior to Permitted Retirement Date Other than Due toDeath. Except as otherwise provided in this Section 8(b), if a Participant’s Termination Dateoccurs prior the Participant’s Permitted Retirement Date for any reason other than theParticipant’s death, then the Participant shall be paid, within thirty (30) days after theParticipant’s Termination Date, an amount equal to the credit balance of the Participant’sRetirement Account. Notwithstanding the foregoing, with respect to amounts deferred after December31, 2004, and notwithstanding the foregoing, distributions to Participants, who are “keyemployees,” as defined in Section 416(1) of the Code, will not commence until the earlier of (1)the date that is six (6) months after the date of termination, (2) the date of the Participant’sdeath, or (3) any earlier date permitted under Section 409A of the Code.               (iii) Change of Control. If there is a Change of Control prior to payment withrespect to a Participant’s Retirement Account pursuant to Section 8(b)(i) or 8(a)(ii) hereof, theParticipant shall be paid an amount equal to the credit balance of the Participant’s RetirementAccount within thirty (30) days following such Change of Control.          (c) Hardship Distributions. If a Participant experiences an Unforeseeable Emergency,upon application by the Participant, payments of the then credit balance in the Participant’sDeferral Account may be made to the Participant in an amount which the Plan Administratordetermines to be reasonably necessary to meet the financial hardship associated with suchUnforeseeable Emergency. The Plan Administrator shall have exclusive authority to determine thecircumstances which will constitute an Unforeseeable Emergency. Notwithstanding the foregoing inno event shall any distributions be made pursuant to this Section 8(c) to the extent that the PlanAdministrator determines that the financial hardship related to the Unforeseeable Emergency is ormay be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) byliquidation of the Participant’s assets, to the extent the liquidation of such assets would notitself cause severe financial hardship, or (iii) cessation of deferrals under the Plan. (Theprovisions of this Section 8(c) shall also apply following a Participant’s death to any Beneficiarythat is entitled to receive distributions.) The provisions of this Section 8(c) are intended tocomply with the requirements of Section 409A of the Code and Treasury Regulation 1.409A-3(i)(3) andshall be interpreted and applied in a manner consistent therewith. All distributions pursuant tothis Section 8(c) shall be debited from each of the Participant’s Sub Accounts in proportion to therespective credit balance of each Sub Account.          (d) Early Payment and Withdrawal. With respect to amounts deferred before January 1,2005, and upon written notice to the Plan Administrator any time prior to a Participant’sTermination Date, a Participant shall be paid, within thirty (30) days of the date of such writtennotice, an amount equal to ninety percent (90%) of the credit balance of all Sub Accounts of the
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Participant. If a Participant makes such election for early payment (i) the Participant shallforfeit, have debited from the Participant’s Deferral Account, and not have any right to receivepayment with respect to, ten percent (10%) of the credit balance of all Sub Accounts of theParticipant, (ii) the Participant shall thereafter cease to be a Participant, and (iii) theParticipant shall not be permitted to again participate in the Plan until at least the January1st which is at least twelve (12) months after the date of such withdrawal. Earlypayments under this Section 8(d) shall not be available with respect to deferrals made afterDecember 31, 2004.          (e) Withholding and Other Taxes. Any payments pursuant to this Section 8 shall besubject to withholding of federal, state and local income taxes and any other applicablewithholding or employment taxes.     **9. ****BENEFICIARIES****.**     Each Participant shall have the right to designate a beneficiary (a “Beneficiary”) who is tosucceed to the Participant’s right to receive payments hereunder in the event of the Participant’sdeath. If either (a) a Participant dies without designating a Beneficiary, (ii) the Beneficiarydesignated by a Participant is not surviving when a payment is to be made to such person under thePlan, and no contingent Beneficiary has been designated by the Participant, or (iii) theBeneficiary designated by a Participant cannot be located by the Plan Administrator within 1 yearfrom the date benefits are to be paid to such person; then, in any of such events, the Beneficiaryof such Participant with respect to any benefits that remain payable under the Plan shall be theestate of the Participant. No designation of Beneficiary shall be valid unless in writing signedby the Participant, dated, and delivered to the Company. Beneficiaries may be changed by aParticipant without the consent of any prior Beneficiaries.     **10. ****RIGHTS UNSECURED; UNFUNDED PLAN; ERISA.**     This Plan and the Company’s obligations arising hereunder to pay benefits to a Participant orhis beneficiary constitutes a mere promise by the Company to make payments in the future inaccordance with the terms of this Plan and all Participants and their respective beneficiaries havethe status of a general unsecured creditor of the Company. Neither a Participant nor hisbeneficiary shall have any rights in or against any specific assets of the Company, including,without limitation, the assets of the Trust or any assets of the Company which correspond with theInvestments in which Participants can deem their Deferral Accounts to be invested.     It is the intention of the Company that this Plan and the Company’s obligations hereunder beunfunded for income tax purposes and for purposes of Title I of ERISA.     The Company shall treat this Plan as an unfunded plan maintained for a select group ofmanagement associates exempt from Parts 2, 3 and 4 of Title I of ERISA. The Company shall complywith the reporting and disclosure requirements of Part 1 of Title I of ERISA in accordance withU.S. Department of Labor Regulation §2520.104-23.
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     **11. NAMED FIDUCIARY AND CLAIMS PROCEDURES**          (a) The Company is hereby designated as the named fiduciary under the Plan and shall have theauthority to control and manage the operation and administration of this Plan, and shall beresponsible for establishing and carrying out the terms of this Plan.               (i) If for any reason a claim for benefits under this Plan is denied by the Company, the PlanAdministrator shall deliver to the claimant a written explanation setting forth the specificreasons for the denial, pertinent references to the Section(s) of this Plan and any otherapplicable document on which the denial is based, such other data as may be pertinent andinformation on the procedures to be followed by the claimant in obtaining a review of his claim,all written in a manner calculated to be understood by the claimant. For this purpose:     (A) The claimant’s claim shall be deemed filed when presented inwriting to the Plan Administrator.     (B) The Plan Administrator’s explanation shall be in writing deliveredto the claimant within 90 days of the date the claim is filed.               (ii) The claimant shall have 60 days following his receipt of the denial of the claim to filewith the Plan Administrator a written request for review of the denial. For such review, theclaimant or his representative may submit pertinent documents and written issues and comments.               (iii) The Plan Administrator shall decide the issue on review and furnish the claimant with acopy within 60 days of receipt of the claimant’s request for review of his claim. The decision onreview shall be in writing and shall include specific reasons for the decision, written in a mannercalculated to be understood by the claimant, as well as specific references to the pertinent Planprovisions on which the decision is based. If a copy of the decision is not so furnished to theclaimant within such 60 days, the claim shall be deemed denied on review.     **12. ****NONASSIGNABILITY****.**     The rights of a Participant or his beneficiaries to payments pursuant to this Plan are notsubject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,attachment, or garnishment by creditors of the Participant or his beneficiaries.     **13. ****AMENDMENT OF THE PLAN****.**     The Plan Administrator may amend this Plan at any time, without the consent of theParticipants or their beneficiaries, provided, however, that no amendment shall divest anyParticipant or beneficiary of the credit balance of his Deferral Account except to the extentexpressly provided otherwise in this Plan.
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     The Plan Administrator may amend the terms of any Participation Agreement, prospectively orretroactively, but, subject to Section 3 above, no such amendment shall impair the rights of anyParticipant without the Participant’s consent.     Subject to the above provisions, the Plan Administrator shall have broad authority to amendthe Plan to take into account changes in applicable securities and tax laws and accounting rules,as well as other developments.     **14. ****TERMINATION OF THIS PLAN.**     The Plan Administrator may terminate this Plan at any time. Upon termination of this Plan,distribution of the credit balance of each Participant’s Deferral Account shall be made in themanner and at the time heretofore prescribed, it being the intent that no such termination shallaccelerate the payment of any amounts already credited to a Participant’s Deferral Account.     **15. ****EXPENSES****.**     Costs of administration of this Plan will be paid by the Company.     **16. ****NO SPECIAL EMPLOYMENT RIGHTS****.**     Nothing contained in this Plan shall confer upon any Participant any right with respect to thecontinuation of his employment by the Company or interfere in any way with the right of theCompany, subject to the terms of any separate employment agreement to the contrary, at any time toterminate such employment or to increase or decrease the compensation of the Participant from therate in existence from time to time.     **17. ****NOTICES****.**     (a) In Writing; Address. All notices, demands, consents and other communicationsprovided for in this Plan shall be in writing, shall be given by a method prescribed in Section17(b) hereof, and shall be given to the party to whom it is addressed at the address set forthbelow or at such other address as such party hereto may hereafter specify by at least fifteen (15)days prior written notice:         If to the Company: CheckFree Corporation    4411 East Jones Bridge Road    Norcross, GA 30092    Attention: Plan Administrator — Nonqualified      Deferred Compensation Plan         If to a Participant: To the address designated by Participant to theCompany in the Participant’s respective ParticipationAgreement.
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          (b) Method. Any notice, report or other communication shall be delivered by hand ornationally recognized overnight courier which maintains evidence of receipt, or mailed by UnitedStates certified mail, return receipt requested, postage prepaid, deposited in a United States postoffice or a depository for the receipt of mail regularly maintained by the Post Office. Anynotices, demands, consents or other communication shall be deemed given when received at theaddress for which such party has given notice in accordance with the provisions hereof. Refusal toaccept delivery at the address specified for the giving of such notice in accordance herewith shallconstitute delivery.     **18. ****MISCELLANEOUS****.**     (a) Headings. The headings of the sections of this Plan are inserted solely forconvenience and are not to be given controlling effect, or used as an aid in the construction ofany provision hereof.     (b) Pronouns. All pronouns and any variations thereof shall be deemed to refer to themasculine, feminine, neuter, singular or plural as the identity of the person or persons mayrequire.     (c) Exhibits. All Exhibits attached to this Plan are incorporated herein and made apart hereof without need for any further reference.     (d) 409A Compliance. The provisions of this Plan, including all definitions, shall beinterpreted in a manner consistent with Section 409A of the Code and any guidance promulgatedthereunder.Adopted by the Company as of the 26th day of July, 2007.         CHECKFREE CORPORATION         By: /s/ Peter J. Kight    Name:  Peter J. Kight    Title: Chairman and Chief Executive Officer  
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**EXHIBIT A****INVESTMENTS**     The following Investments sponsored by the Investment Offeror are available for Participantsto designate for their Deferral Accounts to be deemed to be invested:**Name of Fund**IRT Stable Value Fund