**Exhibit 10(a)****CHECKFREE SERVICES CORPORATION****VOLUME SUBMITTER 401(K) PLAN**By executing this volume submitter 401(k) plan Adoption Agreement (the “Agreement”), theEmployer agrees to establish or continue a 401(k) plan for its Employees. The 401(k) plan adoptedby the Employer consists of the Basic Plan Document (the “BPD”) and the elections made under thisAgreement (collectively referred to as the “Plan”). Other Employers may jointly co-sponsor the Planby signing a Co-Sponsor Adoption Page, which is attached to this Agreement. (See Section 1.3 of theBPD for rules regarding the adoption of this Plan by other Employers.) **This Plan is effective as ofthe Effective Date identified on the Signature Page of this Agreement.**1. **Employer Information** a. **Name and address of Employer executing the Signature Page of this Agreement:**CheckFree Services Corporation, 4411 East Jones Bridge Road, Norcross, Georgia30092  b. **Employer Identification Number (EIN) for the Employer:**31-1013521  c. **Business entity of Employer***(optional)*:               **þ**  (1) C-Corporation **o**  (2) S-Corporation               **o**  (3) Limited Liability Corporation **o**  (4) Sole Proprietorship               **o**  (5) Partnership **o**  (6) Limited Liability Partnership               **o**  (7) Government **o**  (8) Other                      d. **Last day of Employer’s taxable year***(optional)*: June 30  e. **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.,CheckFreePay Corporation of California, CheckFree i-Solutions Corp, CheckFree i-Solutions,Inc., CheckFree Software & Services UK Limited, CheckFree E-Commerce Solutions Limited,Heliograph Inc., Heliograph Limited, CheckFree Corporation, CheckFreePay Corporation,CheckFreePay Corporation of New York, CheckFree PhonePay Services, Inc., Accurate SoftwareInc., CheckFree Solutions Limited, CheckFree Solutions S.A., CheckFree Solutions (Australia)PTY Limited, Carreker Corporation and Corillian Corporation.    [***Note:****This Plan will cover Employees of a Related Employer only if such Related Employerexecutes a Co-Sponsor Adoption Page. Failure to cover the Employees of a Related Employermay result in a violation of the minimum coverage rules under Code §**410(b)**. See Section 1.3of the BPD.*]  **o** g. **Multiple Employer Plan.**Check this g. if this Plan is a Multiple Employer Plan. AMultiple Employer Plan exists if an Employer (other than a Related Employer) will execute aCo-Sponsor Page under this Agreement. (See Sections 1.3 and 21.6 of the BPD for specialrules applicable to Multiple Employer Plans.)2. **Plan Information** a. **Name of Plan:**CheckFree Services Corporation 401(k) Plan  b. **Plan number**(as identified on the Form 5500 series filing for the Plan): 003  c. **Trust identification number***(optional)*: 76-0765786  d. **Plan Year:**[*Check (1) or (2). Selection (3) may be selected in addition to (1) or (2) toidentify a Short Plan Year.*]       **þ**  (1) The calendar year.       **o**  (2) The 12-consecutive month period ending                     .       **þ**  (3) The Plan has a Short Plan Year beginning July 1, 2006 and ending December 31, 2006.3. **Types of Contributions**   The following types of contributions are authorized under this Plan. The selections madebelow should correspond with the selections made under Parts 4A, 4B, 4C, 4D and 4E of thisAgreement.     **þ** a. **Section 401(k) Deferrals**(Part 4A).*Ó 2002*
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     **þ** b. **Employer Matching Contributions**(Part 4B).     **þ** c. **Employer Nonelective Contributions**(Part 4C).     **o** d. **Employee After-Tax Contributions**(Part 4D).     **o** e. **Safe Harbor Matching Contributions**(Part 4E).     **o** f. **Safe Harbor Nonelective Contributions**(Part 4E).     **o** g. **None.**This Plan is a frozen Plan effective ___(see Section 2.1(c) of the BPD).***Part 1 — Eligibility Conditions***(See Article 1 of the BPD)4. **Excluded Employees.**[*Check a. or any combination of b. — g. for those contributions theEmployer elects to make under Part 4 of this Agreement. See Section 1.2 of the BPD for rulesregarding the determination of Excluded Employees for Employee After-Tax Contributions, QNECs,QMACs and Safe Harbor Contributions.*]           **(1)** **(2)** **(3)**    **§401(k)** **Employer** **Employer**    **Deferrals** **Match** **Nonelective**  a. **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 checkb. and/or any one of c. — e. for those contributions the Employer elects to make under Part 4of this Agreement. See Section 1.4 of the BPD for the application of the minimum age andservice conditions for purposes of Employee After-Tax Contributions, QNECs, QMACs and SafeHarbor Contributions. See Part 7 of this Agreement for special service crediting rules.*]           **(1)** **(2)** **(3)**    **§401(k)** **Employer** **Employer**    **Deferrals** **Match** **Nonelective**  a. **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** **þ** **þ** Six (6) consecutive months (not more than 12) during which theEmployee completes at least ___ Hours of Service (cannot exceed 1,000). If anEmployee does not satisfy this requirement in the first designated period ofmonths following his/her Employment Commencement Date, such Employee will bedeemed to satisfy this condition upon completing a Year of Service (as definedin Section 1.4(b) of the BPD).         e. **N/A** **o** **o** Two Years of Service. [*Full and immediate vesting must be selectedunder Part 6 of this Agreement*.]*Ó 2002*
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**o** 6. **Dual eligibility.**Any Employee (other than an Excluded Employee) who is employed on the date designatedunder a. or b. below, as applicable, is deemed to be an Eligible Participant as of the later of the dateidentified under this #6 or the Effective Date of this Plan, without regard to any Entry Date selectedunder Part 2. See Section 1.4(d)(2) of the BPD. [***Note:****If this #6 is checked, also check a. or b. If this#6 is not checked, the provisions of Section 1.**4(d)(1)**of the BPD apply.*]     **o** a. The Effective Date of this Plan.     **o** b. (Identify date)                                                               [***Note:****Any date specified under b. may not cause the Plan to violate the provisions of Code§**410(a)**. See Section 1.4 of the BPD.*]***Part 2 — Commencement of Participation***(See Section 1.5 of the BPD)7. **Entry Date upon which participation begins after completing minimum age and serviceconditions under Part 1, #5 above.**[*Check one of a. — e. for those contributions the Employerelects to make under Part 4 of this Agreement. See Section 1.5 of the BPD for determining theEntry Date applicable to Employee After-Tax Contributions, QNECs, QMACs and Safe HarborContributions.*]           **(1)** **(2)** **(3)**    **§401(k)** **Employer** **Employer**    **Deferrals** **Match** **Nonelective**  a. **o** **o** **o** The next following Entry Date (as defined in #8 below).         b. **o** **o** **o** The Entry Date (as defined in #8 below) coinciding with or next following thecompletion 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** **þ** **þ** The date the age and service conditions are satisfied. [*Also check #8.e.below for the same type of contribution(s) checked here.*] The Entry Datefor the Employer Matching Contribution Account is eliminated effective July1, 2006.8. **Definition of Entry Date.**[*Check one of a. — e. for those contributions the Employer electsto make under Part 4 of this Agreement. Selection f. may be checked instead of or in additionto a. — e. See Section 1.5 of the BPD for determining the Entry Date applicable to EmployeeAfter-Tax Contributions, QNECs, QMACs and Safe Harbor Contributions.*]           **(1)** **(2)** **(3)**    **§401(k)** **Employer** **Employer**    **Deferrals** **Match** **Nonelective**  a. **o** **o** **o** The first day of the Plan Year and the first day of 7th month of the PlanYear.         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 thesame type of contribution as checked here, see the restrictions in Section1.5(b) of the BPD*.]         e. **þ** **þ** **þ** The date the conditions in Part 1, #5. above are satisfied. [*This e. shouldbe checked for a particular type of contribution only if #7.e. above is alsochecked for that type of contribution.*]         f. **o** **o** **o** (Describe Entry Date)                  [***Note:****Any Entry Date designated in f. must comply withthe requirements of Code §410(a)(4) and must satisfy thenondiscrimination requirements under §1.401(a)(4) of theregulations. See Section 1.5(a) of the BPD.*]*Ó 2002*
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***Part 3 — Compensation Definitions***(See Sections 22.92 and 22.172 of the BPD)9. **Definition of Total Compensation:**     **þ** a. W-2 Wages.     **o** b. Withholding Wages.     **o** c. Code §415 Safe Harbor Compensation.  [***Note:****Each of the above definitions is increased for Elective Deferrals (as defined inSection 22.55 of the BPD), for pre-tax contributions to a cafeteria plan or a Code §457plan, and for qualified transportation fringes under Code §**132(f)(4)**. See Section 22.172 ofthe BPD.*] 10. **Definition of Included Compensation**for allocation of contributions or forfeitures: [*Check a.or b. for those contributions the Employer elects under Part 4 of this Agreement. If b. isselected for a particular contribution, also check any combination of c. through i. for thattype of contribution. See Section 22.92 of the BPD for determining Included Compensation forEmployee After-Tax Contributions, QNECs, QMACs and Safe Harbor Contributions.*]           **(1)** **(2)** **(3)**    **§401(k)** **Employer** **Employer**    **Deferrals** **Match** **Nonelective**  a. **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) areexcluded. See Section 22.92 of the BPD.         d. **þ** **þ** **þ** Fringe benefits, expense reimbursements, deferred compensation, welfarebenefits, 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:***A*ny exclusions selected under f. through i. above do not apply to NonhighlyCompensated Employees in determining allocations under the Safe Harbor**401(k)**Planprovisions 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 IncludedCompensation 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 onthe basis of the period designated in (1) or (2) for all contribution types. If thisselection b. is not checked, Included Compensation is based on the Plan Year. SeePart 4 for the ability to use partial year Included Compensation.*]       [***Practitioner Tip:****If #11.b is checked, it is recommended that the Limitation Yearfor purposes of applying the Annual Additions Limitation under Code §415 correspondto the period used to determine Included Compensation. This modification to theLimitation Year may be made in Part 13, #69.a. of this Agreement.*]*Ó 2002*
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***Part 4A — Section 401(k) Deferrals***(See Section 2.3(a) of the BPD)**þ** ***Check this selection and complete the applicable sections of this Part 4A to allow forSection ******401(k)******Deferrals under the Plan.*** **þ** 12. **Section ****401(k)****Deferral limit.**80% of Included Compensation. [*If this #12 is****not****checked, the Code §**402(g)**deferral limit described in Section 17.1 of the BPD and the AnnualAdditions 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 bedetermined as if the Plan Year were the period designated under Part 3, #11.b. SeeSection 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 toNonhighly Compensated Employees. Highly Compensated Employees may defer up to___% of Included Compensation (as determined under a. above). [*Thepercentage inserted in this (2) for Highly Compensated Employees must be lowerthan 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 toSection **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 eachpayroll period, unless the Eligible Participant makes a contrary Salary Reduction Agreementelection. 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) Deferralsas of:___*Ó 2002*
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***Part 4B — Employer Matching Contributions***(See Sections 2.3(b) and (c) of the BPD)**þ** **Check this selection and complete this Part 4B to allow for Employer Matching Contributions.**Each formula allows for Employer Matching Contributions to be allocated to Section 401(k)Deferrals and/or Employee After-Tax Contributions (referred to as “applicable contributions”).If a matching formula applies to both types of contributions, such contributions areaggregated to determine the Employer Matching Contribution allocated under the formula. If anyformula applies to Employee After-Tax Contributions, Part 4D must be completed*.*[***Note:****Do notcheck this selection if the**only**Employer Matching Contributions authorized under thePlan are Safe Harbor Matching Contributions. Instead, complete the applicable elections underPart 4E of this Agreement. If a “regular” Employer Matching Contribution will be made inaddition 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 avoidACP Testing with respect to any “regular” Employer Matching Contributions, such contributionsmay not be based on applicable contributions in excess of 6% of Included Compensation and anydiscretionary “regular” Employer Matching Contributions may not exceed 4% of IncludedCompensation.*] 16. **Employer Matching Contribution formula(s):**[*See the operating rules under #17 below.*]         **(1)** **(2)**    **§401(k)** **Employee**    **Deferrals** **After-Tax**  a. **þ** **o** **Fixed matching contribution.** Effective July 1, 2006, The Company’s MatchingContribution is equal to the greater of 50% of the first 6% of eligible earnings or 100%of deferrals up to $500.00.             Effective January 1, 2007, the Company’s Matching Contribution isequal to 50% of the first 6% of eligible earnings.       b. **o** **o** **Discretionary matching contribution.** The Employer may make anadditional enhanced matching contribution each year based on performance goalsestablished by the Employer or the compensation committee of its parent company.       c. **o** **o** **Tiered matching contribution.**A uniform percentage of each tier ofeach 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, butnot both. If percentages are used, each tier represents theamount of the Participant’s applicable contributions thatequals the specified percentage of the Participant’s IncludedCompensation.*]*Ó 2002*
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       d. **o** **o** **Discretionary tiered matching contribution.**The Employer willdetermine a matching percentage for each tier of each Eligible Participant’s applicablecontributions. 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, butnot both. If percentages are used, each tier represents theamount of the Participant’s applicable contributions thatequals the specified percentage of the Participant’sIncluded Compensation.*]       e. **o** **o** **Year of Service matching contribution.**A uniform percentage of eachEligible Participant’s applicable contributions based on Years of Service with theEmployer, 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 ofService 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 maynot exceed ___% of Included Compensation.     **o** b. The Employer Matching Contribution will apply only to a Participant’sapplicable contributions that do not exceed:       **o**  (1) ___% of Included Compensation.       **o**  (2) $___.*Ó 2002*
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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 theBPD.) The matching contribution formula(s) elected in #16. above (and any limitationson the amount of a Participant’s applicable contributions considered under suchformula(s)) are applied separately for each:               **þ**  (1) Plan Year. (For the short Plan Year fromJuly 1, 2006 through December 31, 2006.) **o**  (2) Plan Year quarter.               **o**  (3) calendar month. **þ**  (4) payroll period, effective January 1, 2007   [***Note:****If Part 3, #11.b. is checked, the period selected under this a. (to theextent such period refers to the Plan Year) will be determined as if the Plan Yearwere the period designated under Part 3, #11.b.*]  b. **Special rule for partial period of participation.**If an Employee is an EligibleParticipant for only part of the period designated in a. above, Included Compensationis taken into account for:       **þ**  (1) the entire period, including the portion of the periodduring which the Employee is not an Eligible Participant.       **o**  (2) the portion of the period in which the Employee is anEligible Participant.       **o**  (3) the portion of the period during which the Employee’selection 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 tothe 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 thanthe Plan Year is selected for such other matching contribution formula. If this c. is checked, the discretionarymatching contribution selected under #16.b. will be based on the Plan Year, regardless of any other selectionunder 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 afailed 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 whichis not specifically authorized under this #18 will be allocated to all Eligible Participants who are Nonhighly Compensated Employees as a uniformpercentage 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 Methodis 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. TheEmployer may allocate QMACs only on Section 401(k) Deferrals that do not exceed a specific dollar amount or apercentage 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 allocationconditions 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 bechecked in addition to b. — f.*]     **o** a. **None.**     **o** b. **Safe harbor allocation condition.**An Employee must beemployed by the Employer on the last day of the Plan YearOR must have more than ___ (not more than 500) Hours ofService for the Plan Year.     **þ** c. **Last day of employment condition.**An Employee must beemployed with the Employer on the last day of the PlanYear. The last day of employment condition is effectivefor the short plan year from July 1, 2006 through December31, 2006. Effective January 1, 2007, the last day ofemployment condition is deleted.     **o** d. **Hours of Service condition.**An Employee must be creditedwith at least ___ Hours of Service (may not exceed1,000) during the Plan Year.     **þ** e. **Elapsed Time Method.**(See Section 2.5(c) of the BPD.)*Ó 2002*
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       **o**  (1) **Safe harbor allocation condition.**An Employee must beemployed by the Employer on the last day of the Plan Year OR must have morethan ___ (not more than 91) consecutive days of employment with theEmployer during the Plan Year.       **þ**  (2) **Service condition.** For the short plan Year from July 1,2006 to December 31, 2006, in order to receive an allocation of the EmployerMatching Contribution, an Employee must be hired prior to July 1, 2006, andmust be employed from July 1, 2006 through December 31, 2006. EffectiveJanuary 1, 2007, there is no service condition for an allocation of theEmployer Matching Contribution.     **o** f. **Distribution restriction.**An Employee must not have taken a distributionof the applicable contributions eligible for an Employer Matching Contribution prior tothe end of the period for which the Employer Matching Contribution is being made (asdefined in #17.a. above). See Section 2.5(d) of the BPD.     **o** g. **Application to a specified period.**In applying the allocationcondition(s) designated under b. through e. above, the allocation condition(s) will bebased on the period designated under #17.a. above. In applying an Hours of Servicecondition under d. above, the following method will be used: [*This g. should be checkedonly 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) selectedunder b. through e. above will apply with respect to the Plan Year, regardless ofthe period selected under #17.a. above. See Section 2.5(e) of the BPD for proceduralrules for applying allocation conditions for a period other than the Plan Year.*]     **o** h. The above allocation condition(s) will **not**apply 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.     **o** i. **Special rule for designated matching contributions.**The allocation conditions designated under this #19 do notapply to the Employer Matching Contributions described in selection(s) ___ of #16 above. [***Note:****If this i. ischecked, insert in the blank line the appropriate section(s) of #16. The allocation conditions designated underthis #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 checkthis selection if the only Employer Nonelective Contributions authorized under the Plan are Safe Harbor NonelectiveContributions. Instead, complete the applicable elections under Part 4E of this Agreement.*] **þ** 20. **Employer Nonelective Contribution (other than QNECs):**The Employer will determine each Plan Year, in its solediscretion, the amount it will contribute to the Plan as an Employer Nonelective Contribution. Any Employer NonelectiveContribution 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 aQNEC). If this #20 is checked, also check #21 and select the appropriate allocation formula.*] **þ** 21. **Allocation formula for Employer Nonelective Contributions (other than QNECs):**     **þ** a. **Pro Rata Allocation Method.**Any Employer NonelectiveContribution will be allocated to each EligibleParticipant as a uniform percentage of IncludedCompensation.     **o** b. **Permitted Disparity Method.**The allocation for eachEligible Participant is determined under the followingformula:       **o**  (1) Two-Step Formula.       **o**  (2) Four-Step Formula.     **o** c. **Allocation for designated groups**(see Section 2.2(b)(3)of the BPD)**.**The Employer Nonelective Contribution madefor each allocation group designated below will beallocated to the Eligible Participants*Ó 2002*
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   within such allocation groups as a uniformpercentage of Included Compensation(unless elected otherwise under d. below).The Employer may make a differentdiscretionary Employer NonelectiveContribution for each allocation group. Indetermining the allocation for aparticular allocation group, only EligibleParticipants in such allocation group aretaken 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 mannerthat will not violate the definite predetermined allocation formula requirement ofTreas. Reg. §1.401-1(b)(1)(ii). The Employer must notify the Trustee in writing ofthe amount of the contribution to be allocated to each designated group. See Section2.2(b)(3) of the BPD for administrative procedures for determining the allocation ofthe Employer Contribution among the designated allocation groups. If additionalallocation groups are needed, attach a separate Exhibit B to this Agreement listingthe appropriate allocation groups****.***]     **o** d. **Uniform dollar allocation.**In determining the allocationfor designated groups under c. above, the EmployerNonelective Contribution allocated to Eligible Participantswithin the following allocation group(s) will be the samedollar amount of contribution rather than a uniformpercentage of Included Compensation: [***Note:****This d. may bechecked only if c. above is also checked. Designate on theblank line the allocation group(s) listed under c. abovefor which a uniform dollar allocation will apply.*]                                                       **o** e. **Age-weighted allocation formula.**The Employer Contributionfor the Plan Year will be allocated to each EligibleParticipant in accordance with the age-weighted allocationformula described in Section 2.2(b)(5) of the BPD. Underthe age-weighted allocation formula, the EmployerContribution is allocated on the basis of each EligibleParticipant’s Normalization Factor. A Participant’sNormalization Factor is the Participant’s IncludedCompensation multiplied by the Actuarial Factor determinedunder Exhibit A of this Agreement. In determining aParticipant’s Actuarial Factor, the following assumptionsapply:   (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-1984mortality table. If a mortality table other than UP-1984 is selected, theappropriate Actuarial Factors based on the selected mortality table must beattached as Appendix A.*]**þ** 22. **Qualified Nonelective Contribution (QNEC).**The Employer may make a **discretionary**QNEC that is allocated under thefollowing method. [***Note:****Regardless of any elections under this #22, the Employer may make a QNEC to the Plan tocorrect a failed ADP or ACP Test, as authorized under Sections 17.**2(d)(2)**and 17.**3(d)(2)**of the BPD. Any QNEC allocatedto correct the ADP or ACP Test which is not specifically authorized under this #22 will be allocated as a uniformpercentage of Included Compensation to all Eligible Participants who are Nonhighly Compensated Employees. QNECs mayonly 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.*]     **þ** a. **Pro Rata Allocation method.**(See Section 2.3(e)(1) of the BPD.) The QNEC will beallocated as a uniform percentage of Included Compensation to:       **þ**  (1) all Eligible Participants who are Nonhighly Compensated Employees.       **o**  (2) all Eligible Participants.     **o** b. **Bottom-up QNEC method.**The QNEC will be allocated to Eligible Participants who areNonhighly Compensated Employees in reverse order of Included Compensation. (SeeSection 2.3(e)(2) of the BPD.)     **þ** c. **Application of allocation conditions.**If this c. is checked, QNECs will be allocatedonly to Eligible Participants who have satisfied the allocation conditions under #24below. [*If this c. is not checked, QNECs will be allocated without regard to theallocation conditions under #24 below.*]*Ó 2002*
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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.**Indetermining the amount of Employer Nonelective Contributions to be allocated toan Eligible Participant under this Part 4C, Included Compensation is determinedseparately for each: [*If #21.b. above is checked, the Plan Year must beselected 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 theextent such period refers to the Plan Year) will be determined as if the PlanYear were the period designated under Part 3, #11.b. See Section 2.2(c)(3) ofthe BPD.*]        o    (2) **Special rule for partial period of participation.**If an Employee is anEligible Participant for only part of the period designated under (1) above, IncludedCompensation is taken into account for the entire period, including the portion of theperiod 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 theperiod during which the Employee is an Eligible Participant.*]        o b. **Special rules for applying the Permitted Disparity Method.**[*Completethis 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-StepFormula for any Plan Year in which the Plan is a Top Heavy Plan. [*This (1) mayonly be checked if #21.b.(1) above is also checked.*]             o (2) **Excess Compensation under the Permitted DisparityMethod**is the amount of Included Compensation that exceeds: [*If this selection(2) is not checked, Excess Compensation under the Permitted Disparity Method isthe 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 determinedunder (a) is rounded (but not above the Taxable Wage Base) tothe next higher:                   o a. $1.                   o b. $100.                   o c. $1,000.               o (b) _____________ (may not exceed the Taxable WageBase).               [***Note:****The maximum integration percentage of 5.7% must be reduced to (i)5.4% if Excess Compensation is based on an amount that is****greater****than 80%but less than 100% of the Taxable Wage Base or (ii) 4.3% if ExcessCompensation is based on an amount that is greater than 20% but less than orequal 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 allocationconditions 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 bechecked in addition to b. — e.*]        o a. **None.**        o b. **Safe harbor allocation condition.**An Employee must beemployed by the Employer on the last day of the Plan YearOR must have more than ____ (not more than 500) Hours ofService for the Plan Year.        þ c. **Last day of employment condition.**An Employee must beemployed with the Employer on the last day of the PlanYear.        o d. **Hours of Service condition.**An Employee must be creditedwith at least _____ Hours of Service (may not exceed1,000) during the Plan Year.        o e. **Elapsed Time Method.**(See Section 2.6(d) of the BPD.)*Ó 2002*
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          o (1) **Safe harbor allocation condition.**An Employee must beemployed by the Employer on the last day of the Plan Year OR must have morethan ____ (not more than 91) consecutive days of employmentwith the Employer during the Plan Year.          o (2) **Service condition.**o  f. **Application to a specified period.**In applying the allocationcondition(s) designated under b. through e. above, the allocation condition(s) will bebased on the period designated under #23.a.(1) above. In applying an Hours of Servicecondition under d. above, the following method will be used: [*This f. should be checkedonly 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) selectedunder b. through e. above will apply with respect to the Plan Year, regardless ofthe period selected under #23.a.(1) above. See Section 2.**6(e)**of the BPD forprocedural rules for applying allocation conditions for a period other than the PlanYear.*]o  g. The above allocation condition(s) will **not**apply if:          o (1) the Participant dies during the Plan Year.          o (2) the Participant is Disabled.          o (3) the Participant, by the end of the Plan Year, has reached:                         o (a) Normal Retirement Age.                         o (b) Early Retirement Age.***Part 4D — Employee After-Tax Contributions***(See Section 3.1 of the BPD)o **Check this selection to allow for Employee After-Tax Contributions.**If Employee After-Tax Contributions will not be permittedunder the Plan, do not check this selection and skip the remainder of this Part 4D. [***Note:****The eligibility conditions for makingEmployee 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 theAnnual Additions Limitation under Article 7 of the BPD. If Part 3, #11.b. is checked, anyperiod selected under this #25 will be determined as if the Plan Year were the perioddesignated 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***(See Section 17.6 of the BPD)o ***Check this selection and complete this Part 4E if the Plan is designed to be a Safe Harbor 401(k) Plan.***o 27. **Safe Harbor Matching Contribution:**The Employer will make an Employer Matching Contribution with respect to an EligibleParticipant’s Section 401(k) Deferrals and/or Employee After-Tax Contributions (“applicable contributions”) under the followingformula: [*Complete selection a. or b. In addition, complete selection c. Selection d. may be checked in addition to a. or b. andc.*]             o a. **Basic formula:**100% of applicable contributions up to the first 3% ofIncluded Compensation, plus 50% of applicable contributions up to the next2% of Included Compensation.*Ó 2002*
12

 
 o  b. **Enhanced formula:** o  (1) ___% (not less than 100%) of applicablecontributions up to____% of IncludedCompensation (notless than 4% and notmore than 6%).  o  (2) The sum of: [***The contributions underthis (2) must not beless than thecontributions thatwould be calculatedunder a. at eachlevel of applicablecontributions.***] o  (a) ___% of applicablecontributions up to the first (b)___% of IncludedCompensation, plus  o  (c) ___% of applicablecontributions up to the next (d)___% of IncludedCompensation.[***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 Section17.6(a)(1)(i) of the BPD.) The Safe Harbor Matching Contribution formula electedin a. or b. above (and any limitations on the amount of a Participant’s applicablecontributions 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, anyperiod selected under this #25 will bedetermined as if the Plan Year were theperiod designated under Part 3, #11.b. SeeSection 2.2(c)(3) of the BPD.*] o  d. **Definition of applicable contributions.**Checkthis d. if the Plan permits EmployeeAfter-Tax Contributions but the Safe HarborMatching Contribution formula selected undera. or b. above does not apply to suchEmployee After-Tax Contributions.o  28. **Safe Harbor Nonelective Contribution:**____% (no less than 3%) of Included Compensation. o  a. Check this selection if the Employer willmake this Safe Harbor NonelectiveContribution pursuant to a supplementalnotice as described in Section 17.6(a)(1)(ii)of the BPD. If this a. is checked, the SafeHarbor Nonelective Contribution will berequired only for a Plan Year for which theappropriate supplemental notice is provided.For any Plan Year in which the supplementalnotice is not provided, the Plan is not aSafe Harbor 401(k) Plan.  o  b. Check this selection to provide the Employerwith the discretion to increase the abovepercentage to a higher percentage.  o  c. Check this selection if the Safe HarborNonelective Contribution will be made underanother plan maintained by the Employer andidentify the plan:       o  d. Check this d. if the Safe Harbor NonelectiveContribution offsets the allocation that would otherwise be madeto the Participant under Part 4C, #21 above. If the PermittedDisparity Method is elected under Part 4C, #21.b., this offsetapplies only to the second step of the Two-Step Formula or thefourth step of the Four-Step Formula, as applicable.o  29. **Special rule for partial period of participation.**If an Employeeis an Eligible Participant for only part of a Plan Year,Included Compensation is taken into account for the entire PlanYear, including the portion of the Plan Year during which theEmployee is not an Eligible Participant. [*If this #29 is notchecked, Included Compensation is taken into account only forthe portion of the Plan Year in which the Employee is anEligible Participant.*] 30. **Eligible Participant.**For purposes of the Safe Harbor Contributions elected above, “EligibleParticipant” means: [*Check a., b. or c. Selection d. may be checked in addition to a., b. orc.*] 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 beEligible 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 theBPD.)*Ó 2002*
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***Part 4F — Special 401(k) Plan Elections***(See Article 17 of the BPD)31. **ADP/ACP testing method.**In performing the ADP and ACP tests, the Employer will use thefollowing method: (See Sections 17.2 and 17.3 of the BPD for an explanation of the ADP/ACPtesting 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 4Eabove, the Current Year Testing Method****must****be elected under b. See Section 17.6 of theBPD.*]o  32. **First Plan Year for****Section 401(k)****Deferrals.**(See Section17.2(b) of the BPD.) Check this selection if this Agreementcovers the first Plan Year that the Plan permits Section 401(k)Deferrals. The ADP for the Nonhighly Compensated Employee Groupfor such first Plan Year is determined under the followingmethod: o  a. the Prior Year TestingMethod, assuming a 3%deferral percentage for theNonhighly CompensatedEmployee Group.  o  b. the Current Year TestingMethod using the actualdeferral percentages of theNonhighly CompensatedEmployee Group.o  33. **First Plan Year for Employer Matching Contributions or EmployeeAfter-Tax Contributions.**(See Section 17.3(b) of the BPD.) Checkthis selection if this Agreement covers the first Plan Year thatthe Plan includes either an Employer Matching Contributionformula or permits Employee After-Tax Contributions. The ACP forthe Nonhighly Compensated Employee Group for such first PlanYear is determined under the following method: o  a. the Prior Year TestingMethod, assuming a 3%contribution percentage forthe Nonhighly CompensatedEmployee Group.  o  b. the Current Year TestingMethod using the actualcontribution percentages ofthe Nonhighly CompensatedEmployee Group.***Part 5 — Retirement Ages***(See Sections 22.51 and 22.111 of the BPD)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 theEmployee 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.*Ó 2002*
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***Part 6 — Vesting Rules***(See Article 4 of the BPD)v ***Complete this Part 6 only if the Employer has elected to make Employer MatchingContributions under Part 4B or Employer Nonelective Contributions under Part 4C. Section4******01(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 thedefinitions of the various vesting schedules.)***36. **Normal vesting schedule:**[*Check one of a. — f. for those contributions the Employer elects tomake under Part 4 of this Agreement.*]             **(1)** **(2)**      **Employer** **Employer**      **Match** **Nonelective**    a. 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 schedulemust not be less than the percentages that would be required under the7-year graded vesting schedule, unless 100% vesting occurs after nomore than 5 Years of Service.*]37. **Vesting schedule when Plan is top-heavy:**[*Check one of a. — d. for those contributions theEmployer elects to make under Part 4 of this Agreement.*]             **(1)** **(2)**      **Employer** **Employer**      **Match** **Nonelective**    a. 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 schedulemust not be less than the percentages that would be required under the6-year graded vesting schedule, unless 100% vesting occurs after nomore than 3 Years of Service.*]*Ó 2002*
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o  38. **Service excluded under the above vesting schedule(s):** o  a. Service before the original Effective Date of this Plan. (See Section 4.5(b)(1) of the BPD forrules that require service under a Predecessor Plan to be counted.)  o  b. Years of Service completed before the Employee’s ____ birthday (cannot exceed the 18th birthday).o  39. **Special 100% vesting.**An Employee’s vesting percentage increases to 100% if, while employed with the Employer, theEmployee: o  a. dies.  o  b. becomes Disabled (as defined in Section 22.47 of the BPD).  o  c. reaches Early Retirement Age (as defined in Part 5, #35 above).o  40. **Special vesting provisions.**Check this #40 and attach an addendum to the Agreement describing any special vestingprovisions that are not otherwise described under the BPD or this Agreement.***Part 7 — Special Service Crediting Rules***(See Article 6 of the BPD)***If no minimum service requirement applies under Part 1, #5 of this Agreement and all contributionsare 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 ofService 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-YearMethod 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 arecalculated 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 vestingbut the one-year holdout Break in Service rule is NOT used for eligibility or vesting. [*To modify, complete#45 below.*]o  41. **Alternative definition of Year of Service for eligibility.** o  a. A Year of Service is ____ Hours of Service (may not exceed1,000) during an Eligibility Computation Period.  o  b. Use the Equivalency Method (as defined in Section 6.5(a) ofthe BPD) to count Hours of Service. If this b. is checked,each Employee will be credited with 190 Hours of Service foreach calendar month for which the Employee completes at leastone Hour of Service, unless a different Equivalency Method isselected under #46 below. The Equivalency Method applies to: o  (1) All Employees.  o  (2) Employees who are not paid on an hourly basis. For hourly Employees, the Actual Hours Method will be used. o  c. Use the Elapsed Time Method instead of counting Hours of Service. (See Section 6.5(b) of the BPD.)o  42. **Alternative method for determining Eligibility Computation Periods.**(See Section 1.4(c) of the BPD.) o  a. **One Year of Service eligibility.**Eligibility Computation Periods are determined using the Anniversary Year Methodinstead of the Shift-to-Plan-Year Method.  o  b. **Two Years of Service eligibility.**Eligibility Computation Periods are determined using the Shift-to-Plan-Year Methodinstead of the Anniversary Year Method.*Ó 2002*
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o  43. **Alternative definition of Year of Service for vesting.** o  a. A Year of Service is ____ Hours of Service (may not exceed 1,000) during a Vesting Computation Period.  o  b. Use the Equivalency Method (as defined in Section 6.5(a) of the BPD) to count Hours of Service. If this b. ischecked, each Employee will be credited with 190 Hours of Service for each calendar month for which the Employeecompletes at least one Hour of Service, unless a different Equivalency Method is selected under #46 below. TheEquivalency Method applies to: o  (1) All Employees.  o  (2) Employees who are not paid on an hourly basis. For hourly Employees, the Actual Hours Method will be used. o  c. Use the Elapsed Time Method instead of counting Hours of Service. (See Section 6.5(b) of the BPD.)o  44. **Alternative method for determining Vesting Computation Periods.**Instead of Plan Years, use: o  a. Anniversary Years. (See Section 4.4 of the BPD.)  o  b. (Describe Vesting Computation Period):        [***Practitioner Note:****Any Vesting Computation Period described in b. must be a 12-consecutive month period and must apply uniformly to allParticipants.*]o  45. **Break in Service rules.** o  a. The **Rule of Parity Break in Service rule**does not apply for purposes of determining eligibility or vesting under the Plan. [*If this selection a. isnot checked, the Rule of Parity Break in Service Rule applies for purposes of eligibility and vesting. (See Sections 1.6 and 4.6 of the BPD.)*]  o  b. **One-year holdout Break in Service rule.** o  (1) Applies to determine eligibility for: [*Check one or both.*] o  (a) Employer Contributions (other than Section 401(k) Deferrals).  o  (b) Section 401(k) Deferrals. (See Section 1.6(c) of the BPD.) o  (2) Applies to determine vesting. (See Section 4.6(a) of the BPD.)o  46. **Special rules for applying Equivalency Method.**[*This #46 may only be checked if#41.b. and/or #43.b. is checked above.*] o  a. **Alternative method.**Instead of applying the Equivalency Method on thebasis of months worked, the following method will apply. (See Section 6.5(a) of theBPD.) o  (1) **Daily method.**Each Employee will be credited with 10Hours of Service for each day worked.  o  (2) **Weekly method.**Each Employee will be credited with 45Hours of Service for each week worked.  o  (3) **Semi-monthly method.**Each Employee will be creditedwith 95 Hours of Service for each semi-monthly payroll period worked. o  b. **Application of special rules.**The alternative method elected in a.applies for purposes of: [*Check (1) and/or (2).*] o  (1) Eligibility. [*Check this (1) only if #41.b. is checked above.*]  o  (2) Vesting. [*Check this (2) only if #43.b. is checked above.*]*Ó 2002*
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***Part 8 — Allocation of Forfeitures***(See Article 5 of the BPD)o ***Check this selection if ALL contributions under the Plan are 100% vested and skip thisPart 8. (See Section 5.5 of the BPD for the default forfeiture rules if no forfeitureallocation method is selected under this Part 8.)*** 47. **Timing of forfeiture allocations:**             **(1)** **(2)**      **Employer** **Employer**      **Match** **Nonelective**    a. 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** **Employer**      **Match** **Nonelective**    a. o o Reallocate as additional Employer Nonelective Contributions using theallocation method specified in Part 4C, #21 of this Agreement. If noallocation method is specified, use the Pro Rata Allocation Method underPart 4C, #21.a. of this Agreement.           b. o o Reallocate as additional Employer Matching Contributions using thediscretionary allocation method in Part 4B, #16.b. of this Agreement.           c. þ þ Reduce the: [*Check one or both.*] þ  (a) Employer Matching Contributions  þ  (b) Employer Nonelective Contributions  the Employer would otherwise make for the Plan Year in which theforfeitures are allocated. [***Note:****If both (a) and (b) are checked, theEmployer may adjust its contribution deposits in any manner, providedthe total Employer Matching Contributions and Employer NonelectiveContributions (as applicable) properly take into account theforfeitures used to reduce such contributions for that Plan Year*.]o  49. **Payment of Plan expenses.**Forfeitures are first used to pay Planexpenses for the Plan Year in which the forfeitures are to beallocated. (See Section 5.5(c) of the BPD.) Any remainingforfeitures are allocated as provided in #48 above. o  50. **Modification of cash-out rules.**The Cash-Out Distribution rulesare modified in accordance with Sections 5.3(a)(1)(i)(C) and5.3(a)(1)(ii)(C) of the BPD to allow for an immediateforfeiture, regardless of any additional allocations during thePlan Year.***Part 9 — Distributions After Termination of Employment***(See Section 8.3 of the BPD)v ***The elections in this Part 9 are subject to the operating rules in Articles 8 and 9 of theBPD.***51. **Vested account balances in excess of $5,000.**Distribution is first available as soon asadministratively feasible following: þ  a. the Participant’s employment termination date.  o  b. the end of the Plan Year that contains the Participant’s employment termination date.  o  c. the first Valuation Date following the Participant’s termination of employment.  o  d. the Participant’s Normal Retirement Age (or Early Retirement Age, ifapplicable) or, if later, the Participant’s employment termination date.  o  e. (Describe distribution event)        [***Practitioner Note:****Any distribution event described in e. will apply uniformly toall Participants under the Plan.*]*Ó 2002*
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52. **Vested account balances of $5,000 or less.**Distribution will be made in a **lump sum**as soon asadministratively feasible following: o  a. the Participant’s employment termination date.  o  b. the end of the Plan Year that contains the Participant’s employment termination date.  o  c. the first Valuation Date following the Participant’s termination of employment.  þ  d. (Describe distribution event): Effective March 1, 2005, in the event of amandatory distribution greater than $1,000 that is made in accordance with theprovisions of the Plan providing for an automatic distribution to a Participant withoutthe Participant’s consent, if the Participant does not elect to have such distributionpaid directly to an “eligible retirement plan” specified by the Participant in a directrollover (in accordance with the direct rollover provisions of the Plan) or to receivethe distribution directly, then the Plan Administrator shall pay the distribution in adirect rollover to an individual retirement plan designated by the Plan Administrator.    [***Practitioner Note:****Any distribution event described in d. will apply uniformly toall Participants under the Plan.*]þ  53. **Disabled Participant.**A Disabled Participant (as defined in Section 22.53 of the BPD) may request adistribution (if earlier than otherwise permitted under #51 or #52 (as applicable)) as soon asadministratively feasible following: þ  a. the date the Participant becomes Disabled.  o  b. the end of the Plan Year in which the Participant becomes Disabled.  o  c. (Describe distribution event):        [***Practitioner Note:****Any distribution event described in c. will apply uniformly toall Participants under the Plan.*]o  54. **Hardship withdrawals following termination of employment.**Aterminated Participant may request a Hardship withdrawal (asdefined in Section 8.6 of the BPD) before the date selected in#51 or #52 above, as applicable. o  55. **Special operating rules.** o  a. **Modification of Participant consent requirement.**A Participant mustconsent to a distribution from the Plan, even if the Participant’s vested AccountBalance does not exceed $5,000. See Section 8.3(b) of the BPD. [***Note:****If this a. is notchecked, the involuntary distribution rules under Section 8.**3(b)**of the BPD apply.*]  o  b. **Distribution upon attainment of Normal Retirement Age (or age 62, iflater).**A distribution from the Plan will be made without a Participant’s consent ifsuch Participant has terminated employment and has attained Normal Retirement Age (orage 62, if later). See Section 8.7 of the BPD.*Ó 2002*
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***Part 10 — In-Service Distributions***(See Section 8.5 of the BPD)v ***The elections in this Part 10 are subject to the operating rules in Articles 8 and 9 of theBPD.***56. **Permitted in-service distribution events:**[*Elections under the §**401(k)**Deferrals column alsoapply to any QNECs, QMACs, and Safe Harbor Contributions.*]               **(1)** **(2)** **(3)**      **§401(k)** **Employer** **Employer**      **Deferrals** **Match** **Nonelective**    a. 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 age59 1/2 for Section 401(k) Deferrals if the selection is checked under thatcolumn.*]             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 (cannotbe less than 5 years).             f. **N/A** o o At any time with respect to the portion of the vested Account Balance derived fromcontributions 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 591/2 for Section 401(k) Deferrals if the selection is checked under that column*.]             i. **N/A** o o Attainment of Early Retirement Age.57. **Limitations that apply to in-service distributions:** o  a. Available only if the Account which is subject to withdrawal is 100% vested. (See Section 4.8 of the BPD forspecial vesting rules if **not**checked.)  o  b. No more than ____ in-service distribution(s) in a Plan Year.  o  c. The minimum amount of any in-service distribution will be $____ (may not exceed $1,000).  o  d. In applying the Hardship provision under Section 8.6(b) of the BPD (if selected under #56.d. above), thefollowing additional Hardship events apply: ____ [***Note:****Any additional Hardship events must be clearly definedin a manner that precludes Employer discretion.*]*Ó 2002*
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***Part 11 — Distribution Options***(See Section 8.1 of the BPD)           58. **Optional forms of payment available upon termination of employment:**             þ a. Lump sum distribution of entire vested Account Balance.             o b. Single sum distribution of a portion of vested Account Balance.             þ c. Installments for a specified term.             o d. Installments for required minimum distributions only.             þ e. Annuity payments (see Section 8.1 of the BPD). The following forms of annuity shall be available:      (1)  single life annuity      (2)  single life annuity with certain periods of 5, 10, or 15 years      (3)  single life annuity with installment refund      (4)  survivorship life annuities with installment refund andsurvivor percentages of 50, 66 2/3, 75, or 100      (5)  fixed period annuities for any period of whole months which isnot less than 60 and does not exceed the life expectancy of the participant andthe named beneficiary  [***Practitioner Note:****A Participant may receive a distribution in any combination of the formsof payment selected in a. through e.*]                 59. **Application of the Qualified Joint and Survivor Annuity (QJSA) and Qualified PreretirementSurvivor Annuity (QPSA) provisions:**(See Article 9 of the BPD.)                   o a. **Do not apply.**[***Note:****The QJSA and QPSA provisionsautomatically apply to any assets of the Plan thatwere received as a transfer from another plan thatwas subject to the QJSA and QPSA rules. If this a.is checked, the QJSA and QPSA rules generally willapply only with respect to transferred assets or ifdistribution is made in the form of life annuity.See Section 9.1(b) of the BPD.*]                   þ b. **Apply,**with the following modifications: [*Checkthis b. to have all assets under the Plan besubject to the QJSA and QPSA requirements. SeeSection 9.1(a) of the BPD.*]                       þ  (1) **No modifications.**                       o  (2) **Modified QJSA benefit.**Instead of a 50% survivorbenefit, the normal form of the QJSA provides the following survivor benefit tothe spouse:                             o (a) 100%.                              o (b) 75%.                              o (c) 66 2/3%.                        o  (3) **Modified QPSA benefit.**Instead of a 50% QPSA benefit,the QPSA benefit is 100% of the Participant’s vested Account Balance.                   o c. **One-year marriage rule.**The one-year marriage rule under Sections8.4(c)(4) and 9.3 of the BPD applies. Under this rule, a Participant’s spouse will notbe treated as a surviving spouse unless the Participant and spouse were married for atleast 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. Theseelections may be changed without reexecuting this Agreement by substituting a replacement ofthis page with new elections. To the extent this Part 12 is not completed, the defaultprovisions in the BPD apply.*             60. Are **Participant loans**permitted? (See Article 14 of the BPD.)               o a. No                     þ b. 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 defaultloan procedures under Article 14 of the BPD.*Ó 2002*
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           61. Are Participants permitted to **direct investments**? (See Section 13.5(c) of the BPD.)             o a. No               þ b. Yes                 þ  (1) Specify Accounts: All Accounts are Participant directedexcept for specific investment conditions applied to the Employer MatchingContributions as set forth in Part 13, #76.               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.)         o a. No         þ b. 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) ofthe BPD.)                 þ a. No                       o b. 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 BPDapplies.*]                         o (a) Weighted average method. (See Section13.4(a)(2)(i) of the BPD.)                         o (b) Adjusted percentage method, taking intoaccount ___% of contributions made during the valuationperiod. (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 inaccordance with a definite predetermined formula that is not based oncompensation, that satisfies the nondiscrimination requirements of§1.401(a)(4) of the regulations, and that is applied uniformly to allParticipants.*]             64. Does the Plan accept **Rollover Contributions**? (See Section 3.2 of the BPD.)               o a. No þ b. Yes             65. Are **life insurance**investments permitted? (See Article 15 of the BPD.)               þ a. No o b. Yes             66. Do the **default QDRO procedures**under Section 11.5 of the BPD apply?               o a. No þ b. Yes             67. Do the **default claims procedures**under Section 11.6 of the BPD apply?               o a. No þ b. Yes***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 followingelections to the extent they apply to the Plan.***       þ 68. **Determination of Highly Compensated Employees.**         þ a. The **Top-Paid Group Test**applies. [*If this selection a. is not checked, the Top-Paid GroupTest will****not****apply. See Section 22.89(b)(4) of the BPD.*]         þ b. The **Calendar Year Election**applies. [*This selection b. may only be chosen if the PlanYear is****not****the calendar year. See Section 22.89(b)(5) of the BPD.*]*Ó 2002*
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               o 69. **Special elections for applying the Annual Additions Limitation under Code §415.**                 o a. The **Limitation Year**is the 12-month period ending ___. [*If this selection a. is notchecked, the Limitation Year is the same as the Plan Year.*]                 o b. Total Compensation includes **imputed compensation**for a terminated Participant who ispermanently and totally Disabled. (See Section 7.4(g)(3) of the BPD.)               o 70. **Election to use Old-Law Required Beginning Date.**The Old-Law Required Beginning Date (as defined in Section 10.3(a)(2) of the BPD) applies instead of theRequired Beginning Date rules under Section 10.3(a)(1) of the BPD.               þ 71. **Service credited with Predecessor Employers:**(See Section 6.7 of the BPD.)                 þ a. (Identify Predecessor Employers) Employees shall become participants on the Entry Datecoincident with or next following the completion of the minimum age and servicerequirements selected in this Adoption Agreement; provided however, that by resolution ofthe Board of Directors of CheckFree Services Corporation or any Affiliated Employer,employees of companies that may be acquired by CheckFree Services Corporation or anAffiliated Employer may, in the discretion of CheckFree Services Corporation or theAffiliated Employer, have their service with the acquired company treated as service withCheckFree Services Corporation or an Affiliated Employer for purposes of eligibility toparticipate in the Plan and receive Employer Nonelective Contributions under the Plan.                 o b. Service is credited with these Predecessor Employers for the following purposes:                     o  (1) The eligibility service requirements elected in Part 1 of this Agreement.                       o  (2) The vesting schedule(s) elected in Part 6 of this Agreement.                       o  (3) The allocation requirements elected in Part 4 of this Agreement.                   o c. In applying this #71, service before ___ will not be recognized.                     [***Note:****If the Employer is maintaining the Plan of a Predecessor Employer, servicewith such Predecessor Employer must be counted for all purposes under the Plan. This#71 may be completed with respect to such Predecessor Employer indicating allservice under selections (1), (2) and (3) will be credited. The failure to completethis #71 where the Employer is maintaining the Plan of a Predecessor Employer willnot override the requirement that such predecessor service be credited for allpurposes under the Plan. (See Section 6.7 of the BPD.) If the Employer is notmaintaining the Plan of a Predecessor Employer, service with such PredecessorEmployer will be credited under this Plan****only****if specifically elected under this#71. If the above crediting rules are to apply differently to service with differentPredecessor Employers, attach separately completed elections for this item, usingthe same format as above but listing only those Predecessor Employers to which theseparate attachment relates.*]               o 72. **Special rules where Employer maintains more than one plan.**                 o a. **Top-heavy minimum contribution — Employer maintains this Plan and one or more Defined Contribution Plans.**Ifthis Plan is a Top-Heavy Plan, the Employer will provide any required top-heavy minimum contribution under:(See Section 16.2(a)(5)(i) of the BPD.)                     o  (1) This Plan.                       o  (2) The following Defined Contribution Plan maintained by the Employer:                                                       o b. **Top-heavy minimum benefit — Employer maintains this Plan and one or moreDefined Benefit Plans.**If this Plan is a Top-Heavy Plan, the Employer will provide anyrequired 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 isincreased from 3% to 5% of Total Compensation for the Plan Year.                       o  (2) The following Defined Benefit Plan maintained by the Employer:                                                            o c. **Limitation on Annual Additions.**This c. should be checked only if theEmployer maintains another Defined Contribution Plan in which any Participant is aparticipant, and the Employer will not apply the rules set forth under Section 7.2 ofthe BPD. [***Note:****If this c. is checked, attach an addendum to this Agreement describinghow the Employer will limit Annual Additions.*]                 o d. **Allocation offset.**An Eligible Participant’s allocation under this Planis reduced by allocations under ___ [*insert name of plan(s)*]. (See Section2.1(d) of the BPD.) [***Note:****If this d. is checked, attach an addendum to this Agreementdescribing how such offset will be applied.*]*Ó 2002*
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             þ 73. **Special definition of Disabled.**In applying the allocation conditions under Parts 4B and 4C, the special vesting provisions under Part 6, and the distribution provisions under Parts 9 and 10 ofthis 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. [*Anydefinition 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.*]             þ 74. **Fail-Safe Coverage Provision.**[*This selection #74 must be checked to apply the Fail-Safe Coverage Provision under Section 2.6 of the BPD.*]               þ a. The Fail-Safe Coverage Provision described in Section 2.6 of the BPD applies without modification.               o b. The Fail-Safe Coverage Provisions described in Section 2.6 of the BPD applies with the following modifications:                   o  (1) The special rule for Top-Heavy Plans under Section 2.6(a) of the BPD does not apply.                   o  (2) The Fail-Safe Coverage Provision is based on IncludedCompensation as described under Section 2.6(d) of the BPD.             o 75. **Election not to participate (see Section 1.10 of the BPD).**AnEmployee may make a one-time irrevocable election not toparticipate under the Plan upon inception of the Plan or at anytime prior to the time the Employee first becomes eligible toparticipate under any plan maintained by the Employer. [***Note:****Use of this provision could result in a violation of the minimumcoverage rules under Code §410(b).*]             þ 76. **Protected Benefits.**If there are any Protected Benefits providedunder this Plan that are not specifically provided for underthis Agreement, check this #76 and attach an addendum to thisAgreement describing the Protected Benefits.*Ó 2002*
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**Signature Page**By signing this page, the Employer agrees to adopt (or amend) the Plan which consists of theBPD and the provisions elected in this Agreement. The Employer agrees that the Volume SubmitterSponsor has no responsibility or liability regarding the suitability of the Plan for the Employer’sneeds or the options elected under this Agreement. It is recommended that the Employer consult withlegal counsel before executing this Agreement.       77. **Name and title of authorized representative(s):** **Signature(s):** **Date:**         Stephen E. Olsen, COO /s/ Stephen E. Olsen June 15, 2007         David E. Mangum, EVP and CFO /s/ David E. Mangum June 15, 200778. **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: June 16, 2007. (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 anamendment by substitution of certain pages of this Adoption Agreement. [*If this c. ischecked, complete the remainder of this Signature Page in the same manner as theSignature 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 theoriginal plan sponsor is continuing this Plan as a successor sponsor, and substitutepage 1 to identify the successor as the Employer. (1) Effective Date of the amendment is:       **o**79. Check this #79 if any **special Effective Dates**apply under Appendix A of thisAgreement and complete the relevant sections of Appendix A.80. **Important information about this Volume Submitter Plan.**A failure to properly complete theelections in this Agreement or to operate the Plan in accordance with applicable law mayresult in disqualification of the Plan. The Employer may rely on the Favorable IRS Letterissued by the Internal Revenue Service to the Volume Submitter Sponsor as evidence that thePlan is qualified under §401 of the Code, to the extent provided in Announcement 2001-77. TheEmployer may not rely on the Favorable IRS Letter in certain circumstances or with respect tocertain qualification requirements, which are specified in the Favorable IRS Letter issuedwith respect to the Plan and in Announcement 2001-77. In order to obtain reliance in suchcircumstances or with respect to such qualification requirements, the Employer must apply tothe office of Employee Plans Determinations of the Internal Revenue Service for adetermination letter. See Section 22.80 of the BPD.*Ó 2002*
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Addendum to CheckFree Services Corporation 401(k) Plan**#73 Special Definition of Disabled:**     Disability means the Participant, because of a physical or mental disability, will be unableto perform the duties of his/her customary position of employment (or is unable to engage in anysubstantial gainful activity) for an indefinite period which the Plan Administrator considers willbe of long continued duration. A Participant also is disabled if he/she incurs the permanent lossor loss of use of a member or function of the body, or is permanently disfigured, and incurs aSeparation from Service.**#76 Protected Benefits:**     Employer Securities:     The Committee shall be authorized to direct the Trustee to establish an Employer stock fundfor the purpose of receiving and holding any shares of Employer stock contributed to the Plan asEmployer Matching Contributions and/or Employer Nonelective Contributions. To the extent amountsallocated to a Participant’s separate account are invested in Employer stock, the distribution ofsuch amounts shall be made in cash or shares of Employer stock, as elected by the Participant orBeneficiary. Any Participant who receives a distribution of Employer stock under the Plan anddesires to dispose of such Employer stock shall not be required to first offer to sell suchEmployer stock to the Employer. Each Participant or his Beneficiary shall not be entitled todirect the Trustee as to the manner in which shares of Employer stock allocated to theParticipant’s separate accounts shall be voted with respect to any corporate matter that involvesvoting the Employer stock allocated to the Participant’s separate accounts.     Effective January 1, 2007, Employer Matching Contributions will be made only in cash.     Effective January 1, 2007, a Participant is permitted to direct the investment or reinvestmentof any portion of his Account held in the Employer Stock Fund to another investment option underthe Plan at any time that is administratively reasonable.*Ó 2002*
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**Trustee Declaration**By signing this Trustee Declaration, the Trustee agrees to the duties, responsibilities andliabilities imposed on the Trustee by the BPD and this Agreement.       81. **Name(s) of Trustee(s):** **Signature(s) of Trustee(s):** **Date:**         SunTrust Bank /s/ Jeffrey S. Rhineheart June 15, 2007                                                                                                  82. **Effective date of this Trustee Declaration:**June 16, 200783. **The Trustee’s investment powers are:**     **o** a. **Discretionary Trustee.**The Trustee has discretion to investPlan assets. This discretion is limited to the extentParticipants are permitted to give investment direction, orto the extent the Trustee is subject to direction from thePlan Administrator, the Employer, an Investment Manager orother Named Fiduciary.     **þ** b. **Directed Trustee only.**The Trustee may only invest Planassets as directed by Participants or by the PlanAdministrator, the Employer, an Investment Manager or otherNamed Fiduciary.     **o** c. **Separate trust agreement.**The Trustee’s investment powersare determined under a separate trust document whichreplaces (or is adopted in conjunction with) the trustprovisions under the BPD. [***Note:****The separate trustdocument is incorporated as part of this Plan and must beattached hereto. The responsibilities, rights and powers ofthe Trustee are*those *specified in the separate trustagreement. If this c. is checked, the Trustee need not signor date this Trustee Declaration under #81 above.*]*Ó 2002*
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**Co-Sponsor Adoption Page #1****þ** **Check this selection and complete the remainder of this page if an Employer (other than theEmployer that signs the Signature Page above) will participate under this Plan as aCo-Sponsor.**[***Note:****See Article 21 of the BPD for rules relating to the adoption of the Plan bya Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a separateCo-Sponsor Adoption Page. Any reference to the “Employer” in this Agreement is also areference to the Co-Sponsor, unless otherwise noted.*] 84. **Name of Co-Sponsor:**CheckFreePay Corporation 85. **Employer Identification Number (EIN) of the Co-Sponsor:**06-1291316By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Planidentified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected inthis Agreement.       86. **Name and title of authorized representative(s):** **Signature(s):** **Date:**         Mark A. Johnson, Chairman of the Board /s/ Mark A. Johnson June 15, 2007                            87. **Effective date of this Co-Sponsor Adoption Page:**June 16, 2007         **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 planmaintained 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-SponsorAdoption Page (and any forfeitures relating to suchcontributions) will be allocated only to Participants actuallyemployed by the Employer making the contribution and Employeesof such Employer will not share in an allocation ofcontributions (or forfeitures relating to such contributions)made by any other Employer. [***Note:****The selection of this #88 mayrequire additional testing of the Plan. See Section 21.3 of theBPD.*]   **o** 89. **Special rules.**         **o** a. **Modification of Adoption Agreement elections.**Checkthis a. if the Co-Sponsorwill apply different Planprovisions than thoseelected under theAgreement.          (1) Page(s)       of the Agreement are being modified forthis Co-Sponsor. [***Note:****Attach the modified pages as an addendum to thisCo-Sponsor Adoption Page.*]   (2) The modified provisions are effective      . [***Note:****AnAppendix A may be attached as an addendum to this Co-Sponsor Adoption Page todescribe any special Effective Dates that apply to the Co-Sponsor.*]*Ó 2002*
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**Co-Sponsor Adoption Page #2**þ **Check this selection and complete the remainder of this page if an Employer (other than theEmployer that signs the Signature Page above) will participate under this Plan as aCo-Sponsor.**[***Note:****See Article 21 of the BPD for rules relating to the adoption of the Plan bya Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a separateCo-Sponsor Adoption Page. Any reference to the “Employer” in this Agreement is also areference to the Co-Sponsor, unless otherwise noted.*] 90. **Name of Co-Sponsor:**Bastogne, Inc. 91. **Employer Identification Number (EIN) of the Co-Sponsor:**42-1535458By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Planidentified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected inthis Agreement.       92. **Name and title of authorized representative(s):** **Signature(s):** **Date:**         David E. Mangum, President /s/ David E. Mangum June 15, 2007                                          93. **Effective date of this Co-Sponsor Adoption Page:**June 16, 2007         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 planmaintained 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-SponsorAdoption Page (and any forfeitures relating to suchcontributions) will be allocated only to Participants actuallyemployed by the Employer making the contribution and Employeesof such Employer will not share in an allocation ofcontributions (or forfeitures relating to such contributions)made by any other Employer. [***Note:****The selection of this #94 mayrequire additional testing of the Plan. See Section 21.3 of theBPD.*] o 95. **Special rules.** o a. **Modification of AdoptionAgreement elections.**Checkthis a. if the Co-Sponsorwill apply different Planprovisions than thoseelected under theAgreement. (1) Page(s)                      of the Agreement are being modified forthis Co-Sponsor. [***Note:****Attach the modified pages as an addendum to thisCo-Sponsor Adoption Page.*]  (2) The modified provisions are effective                     . [***Note:****AnAppendix A may be attached as an addendum to this Co-Sponsor Adoption Page todescribe any special Effective Dates that apply to the Co-Sponsor.*]*Ó 2002*
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**Co-Sponsor Adoption Page #3**þ **Check this selection and complete the remainder of this page if an Employer (other than theEmployer that signs the Signature Page above) will participate under this Plan as aCo-Sponsor.**[***Note:****See Article 21 of the BPD for rules relating to the adoption of the Plan bya Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a separateCo-Sponsor Adoption Page. Any reference to the “Employer” in this Agreement is also areference to the Co-Sponsor, unless otherwise noted.*] 96. **Name of Co-Sponsor:**CheckFree Investment Corporation 97. **Employer Identification Number (EIN) of the Co-Sponsor:**51-0372193By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Planidentified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected inthis Agreement.       98. **Name and title of authorized representative(s):** **Signature(s):** **Date:**         David E. Mangum, EVP & Treasurer /s/ David E. Mangum June 15, 2007                                          99. **Effective date of this Co-Sponsor Adoption Page:**June 16, 2007         o a. Check here if this is the initial adoption of a new Plan by theCo-Sponsor.  o b. Check here if this is an amendment or restatement of an existing planmaintained 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 100. **Allocation of contributions.**If this #100 is checked,contributions made by the Employer signing this Co-SponsorAdoption Page (and any forfeitures relating to suchcontributions) will be allocated only to Participants actuallyemployed by the Employer making the contribution and Employeesof such Employer will not share in an allocation ofcontributions (or forfeitures relating to such contributions)made by any other Employer. [***Note:****The selection of this #100may require additional testing of the Plan. See Section 21.3 ofthe BPD.*] o 101. **Special rules.** o a. **Modification of AdoptionAgreement elections.**Checkthis a. if the Co-Sponsorwill apply different Planprovisions than thoseelected under theAgreement. (1) Page(s)                      of the Agreement are being modified forthis Co-Sponsor. [***Note:****Attach the modified pages as an addendum to thisCo-Sponsor Adoption Page.*]  (2) The modified provisions are effective                     . [***Note:****AnAppendix A may be attached as an addendum to this Co-Sponsor Adoption Page todescribe any special Effective Dates that apply to the Co-Sponsor.*]*Ó 2002*
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**Co-Sponsor Adoption Page #4**þ **Check this selection and complete the remainder of this page if an Employer (other than theEmployer that signs the Signature Page above) will participate under this Plan as aCo-Sponsor.**[***Note:****See Article 21 of the BPD for rules relating to the adoption of the Plan bya Co-Sponsor. If there is more than one Co-Sponsor, each one should execute a separateCo-Sponsor Adoption Page. Any reference to the “Employer” in this Agreement is also areference to the Co-Sponsor, unless otherwise noted.*] 102. **Name of Co-Sponsor:**CheckFree PhonePay Services, Inc. 103. **Employer Identification Number (EIN) of the Co-Sponsor:**11-3214844By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Planidentified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected inthis Agreement.       104. **Name and title of authorized representative(s):** **Signature(s):** **Date:**         David E. Mangum, EVP & CFO /s/ David E. Mangum June 15, 2007                                          105. **Effective date of this Co-Sponsor Adoption Page:**June 16, 2007         **o **a.** ** Check here if this is the initial adoption of a new Plan by theCo-Sponsor.  **o **b.** ** Check here if this is an amendment or restatement of an existing planmaintained 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-SponsorAdoption Page (and any forfeitures relating to suchcontributions) will be allocated only to Participants actuallyemployed by the Employer making the contribution and Employeesof such Employer will not share in an allocation ofcontributions (or forfeitures relating to such contributions)made by any other Employer. [***Note:****The selection of this #106may require additional testing of the Plan. See Section 21.3 ofthe BPD.*] o 107. **Special rules.** **o ** a.** ****Modification of AdoptionAgreement elections.**Checkthis a. if the Co-Sponsorwill apply different Planprovisions than thoseelected under theAgreement. (1) Page(s)                      of the Agreement are being modified forthis Co-Sponsor. [***Note:****Attach the modified pages as an addendum to thisCo-Sponsor Adoption Page.*]  (2) The modified provisions are effective                     . [***Note:****AnAppendix A may be attached as an addendum to this Co-Sponsor Adoption Page todescribe any special Effective Dates that apply to the Co-Sponsor.*]*Ó 2002*
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**Co-Sponsor Adoption Page #5**108. **Name of Co-Sponsor:**Carreker Corporation 109. **Employer Identification Number (EIN) of the Co-Sponsor:**75-1622836By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Planidentified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected inthis Agreement.       110. **Name and title of authorized representative(s):** **Signature(s):** **Date:**         Laura E. Binion, SVP & Secretary /s/ Laura E. Binion June 15, 2007                                          111. **Effective date of this Co-Sponsor Adoption Page:**June 16, 2007         **o **a.** **Check here if this is the initial adoption of a new Plan by theCo-Sponsor.  **o **b.** **Check here if this is an amendment or restatement of an existing planmaintained 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 112. **Allocation of contributions.**If this #112 is checked,contributions made by the Employer signing this Co-SponsorAdoption Page (and any forfeitures relating to suchcontributions) will be allocated only to Participants actuallyemployed by the Employer making the contribution and Employeesof such Employer will not share in an allocation ofcontributions (or forfeitures relating to such contributions)made by any other Employer. [***Note:****The selection of this #112may require additional testing of the Plan. See Section 21.3 ofthe BPD.*] o 113. **Special rules.** **o ** a.** ****Modification of AdoptionAgreement elections.**Checkthis a. if the Co-Sponsorwill apply different Planprovisions than thoseelected under theAgreement. (1) Page(s)                      of the Agreement are being modified forthis Co-Sponsor. [***Note:****Attach the modified pages as an addendum to thisCo-Sponsor Adoption Page.*]  (2) The modified provisions are effective                     . [***Note:****AnAppendix A may be attached as an addendum to this Co-Sponsor Adoption Page todescribe any special Effective Dates that apply to the Co-Sponsor.*]*Ó 2002*
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**Co-Sponsor Adoption Page #6**114. **Name of Co-Sponsor:**Corillian Corporation 115. **Employer Identification Number (EIN) of the Co-Sponsor:**91-1795219By signing this page, the Co-Sponsor agrees to adopt (or to continue its participation in) the Planidentified on page 1 of this Agreement. The Plan consists of the BPD and the provisions elected inthis Agreement.       116. **Name and title of authorized representative(s):** **Signature(s):** **Date:**         Laura E. Binion, SVP & Secretary /s/ Laura E. Binion June 15, 2007                                          117. **Effective date of this Co-Sponsor Adoption Page:**June 16, 2007         **o ** a.** **Check here if this is the initial adoption of a new Plan by theCo-Sponsor.  **þ ** b.** **Check here if this is an amendment or restatement of an existing planmaintained by the Co-Sponsor, which is merging into the Plan being adopted. (1) Designate the plan(s) being amended by this restatement:Corillian Corporation 401(k) Plan  (2) Designate the original Effective Date of the Co-Sponsor’s Plan*(optional)*:    o 118. **Allocation of contributions.**If this #112 is checked,contributions made by the Employer signing this Co-SponsorAdoption Page (and any forfeitures relating to suchcontributions) will be allocated only to Participants actuallyemployed by the Employer making the contribution and Employeesof such Employer will not share in an allocation ofcontributions (or forfeitures relating to such contributions)made by any other Employer. [***Note:****The selection of this #112may require additional testing of the Plan. See Section 21.3 ofthe BPD.*] o 119. **Special rules.** **o ** a.** ****Modification of AdoptionAgreement elections.**Checkthis a. if the Co-Sponsorwill apply different Planprovisions than thoseelected under theAgreement. (1) Page(s)                      of the Agreement are being modified forthis Co-Sponsor. [***Note:****Attach the modified pages as an addendum to thisCo-Sponsor Adoption Page.*]  (2) The modified provisions are effective                     . [***Note:****AnAppendix A may be attached as an addendum to this Co-Sponsor Adoption Page todescribe any special Effective Dates that apply to the Co-Sponsor.*]*Ó 2002*
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