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                                                                  EXHIBIT 10(ff)


                             CHECKFREE CORPORATION

                          INCENTIVE COMPENSATION PLAN

                             ESTABLISHMENT OF PLAN

         1.1 Plan Adoption. CheckFree Corporation, a Delaware Corporation
("Corporation"), hereby adopts the CheckFree Incentive Compensation Plan
("Plan"), subject to the approval of the Corporation's stockholders. The Plan
shall become effective upon the approval of the stockholders of the Corporation
(the "Effective Date") and shall remain in effect for a period of 10 years from
such approval, subject to the right of the Board of Directors to amend or
terminate the Plan.

         1.2 Purpose. The purpose of the Plan is to optimize the growth and
profitability of the Corporation by providing to key executive officers
incentives that encourage, recognize, and reward exceptional levels of
corporate, business unit, or individual performance. The Plan's intent is to
use award dollars as a clear communication vehicle linking the interests of
eligible key executive officers with the interests of the Corporation by
establishing a direct link between performance and incentive payments.

                                  DEFINITIONS

         The following terms used in the Plan shall have the meanings set forth
below.

         2.1 "Associate" means any full-time, active employee of the
Corporation.

         2.2 "Award" means, individually or collectively, a grant under this
Plan of an opportunity to earn a cash bonus payment upon the terms and
conditions set forth in the action of the Committee granting the Award.

         2.3 "Change in Control" of the Corporation shall be deemed to have
occurred as of the first day that any one or more of the following conditions
shall have been satisfied:

                            (a) Any Person (other than a Person in control of
the Corporation as of the Effective Date of the Plan, or other than a trustee
or other fiduciary holding securities under an employee benefit plan of the
Corporation, or a corporation owned directly or indirectly by the stockholders
of the Corporation in substantially the same proportions as their ownership of
voting securities of the Corporation) becomes the Beneficial Owner, directly or
indirectly, of securities of the Corporation representing a majority of the
combined voting power of the Corporation's then outstanding securities; or



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                             (b)  The stockholders of the Corporation approve:
(i) a plan of complete liquidation of the Corporation; or (ii) an agreement for
the sale or disposition of all or substantially all the Corporation's assets;
or (iii) a merger, consolidation, or reorganization of the Corporation with or
involving any other corporation, other than a merger, consolidation, or
reorganization that would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least a majority of the combined voting power of the
voting securities of the Corporation (or such surviving entity) outstanding
immediately after such merger, consolidation, or reorganization.

                  However, in no event shall a "Change in Control" be deemed to
have occurred, with respect to a Participant, if the Participant is part of a
purchasing group which consummates the Change in Control transaction. A
Participant shall be deemed "part of a purchasing group" for purposes of the
preceding sentence if the Participant is an equity participant or has been
identified as a potential equity participant in the purchasing company or group
(except for: (i) passive ownership of less than three percent (3%) of the stock
of the purchasing company; or (ii) ownership of equity participation in the
purchasing company or group which is otherwise not significant, as determined
prior to the Change in Control by a majority of the nonemployee continuing
directors).

                  For purposes of this definition of Change in Control,
"Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and used in
Section 13(d) and 14(d) thereof, including a "group" as defined in Section
13(d) thereof, and "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

         2.4 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         2.5 "Committee" has the meaning set forth in Section 3.1 herein.

         2.6 "Corporation" means CheckFree Corporation, a Delaware corporation,
together with any parent, subsidiary or successor thereto.

         2.7 "Covered Employee" means a Participant who, as of the date of an
Award is earned or paid, as applicable, is one of the group of "covered
employees," as defined in the regulations under Code Section 162(m), or any
successor statute.

         2.8 "Director" means any individual who is a member of the Board of
Directors of the Corporation.

         2.9 "Disability" means any injury of the body or any disorder of the
body or mind which renders the Participant unable to perform the material and
substantial duties of his regular employment by the Corporation at the time of
his termination of employment with the Corporation. The Corporation's
determination that a termination of employment was not due to Disability may


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be disputed by a Participant for purposes of determining any Award payable
under Section 5.4 of this Plan upon written notice to the Corporation's Chief
Financial Officer within 30 days after the Participant's termination of
employment. If so disputed, the Corporation will promptly select a physician,
the Participant will promptly select a physician, and the physicians so
selected will select a third physician ("Independent Physician") who will make
a binding determination of Disability. The Participant will make himself
available for and submit to examinations by such physicians as may be directed
by the Corporation.  Failure of the Participant to submit to any examination or
failure of the Independent Physician to render his determination within 90 days
of the date of the notice that the Participant disputed the Corporation's
determination shall constitute acceptance of the Corporation's determination as
to Disability.

         2.10 "Effective Date" shall have the meaning ascribed to such term in
Section 1.1 hereof.

         2.11 "Officer"  means any Associate elected as an officer of the
Corporation by the Board of Directors.

         2.12 "Participant" means any Associate who has outstanding an Award
granted under the Plan.

         2.13 "Performance-based Exception" means the performance-based
exception from the tax deductibility limitations of Code Section 162(m).

         2.14 "Parent" means any corporation, partnership, joint venture or
other entity which has a majority voting interest in the Corporation.

         2.15 "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Corporation has a majority voting interest.

                                 ADMINISTRATION

         3.1 The Committee. The Plan will be administered by the Stock Option
and Compensation Committee ("Committee") of the Board of Directors of the
Corporation composed of two or more "outside directors" within the meaning of
Code Section 162(m).

         3.2 Authority. The Committee shall have the full power to select
Officers who shall participate in the Plan; determine the size, terms and
conditions of Awards in a manner consistent with the Plan; interpret and
construe the Plan; and adopt such rules, regulations, and procedures for the
administration of the Plan as the Committee deems necessary or advisable.

         3.3 Decisions Binding. The Committee's interpretations of the Plan, and
all decisions and determinations made by the Committee, shall be conclusive and
binding on all parties, including


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the Corporation and any Participant or other person claiming a right to payment
with respect to an Award under the Plan.

                                  ELIGIBILITY

         4.1 Officers; Covered Officers. All persons deemed by the Committee to
be key executive Officers are eligible to be granted Awards under the Plan. Not
later than 90 days after the beginning of each fiscal year of the Corporation,
the Committee will identify those Officers, referred to herein as "Covered
Officers," whose compensation for that year is anticipated to be affected by
the Code Section 162(m) limitation on the deductibility of compensation and
assign each such Covered Officer to a separate Participant group for the
purposes of defining their Awards under the Plan.

         4.2 Partial Year Participation. Persons who become key executive
Officers of the Corporation after the date of the Committee's initial grant of
Awards but prior to the end of the fiscal year, whether due to promotion,
transfer or initial commencement of employment with the Corporation, may be
granted Awards by the Committee on a partial year basis. In each such case, the
Committee shall specify the terms and conditions of such Award, including any
pro rata allocations of the performance measures to such partial year
Participants.

                                     AWARDS

         5.1 Performance Measures. For each fiscal year, the Committee shall
first establish written annual performance goals based on any one or more of
the following objective performance measures: revenues, market share, income or
loss from operations, income or loss before taxes, income or loss before
extraordinary items, income or loss before taxes and extraordinary items, net
income or loss, net income or loss per common share, cash flow, price of the
Corporation's common stock, shareholder return, return on equity, return on
investment, return on capital, economic profit, or economic value added.
Subject to the terms of the Plan, each of the performance goals may be defined
by the Committee on a corporate, affiliate, business unit or individual basis,
and may include or exclude specified extraordinary or non-recurring items and
may be measured before or after applicable taxes. Each performance goal shall
have a minimum performance standard below which no payments will be made. The
performance goals may be based on an analysis of historical performance and
growth expectations, financial results of other comparable businesses, and
progress towards achieving the Corporation's long-range strategic plan for the
business. The performance goals and determination of results shall be based
entirely on objective measures for all Covered Officers.

         5.2 Grant of Performance Awards. Performance goals based on the
preestablished performance measures and the potential Awards that will be
payable upon attainment of those performance goals, expressed as a percentage
of base salary as of July 1 of each fiscal year, will be established in writing
by the Committee not later than 90 days after the commencement of the


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fiscal year to which the goals relate. The target incentive compensation
percentage for each selected Participant will be based on the level and
functional responsibility of his or her position, size of the business for
which the Participant is responsible, and competitive practices. Performance
goals may differ for Awards granted to any one Participant or to different
Participants. The Committee may determine that any Award shall be based on
more than one performance measure. The Committee may increase individual awards
based upon extraordinary circumstances; provided, however, the Committee may
not use any discretion to modify award results for Covered Officers except as
permitted under Code Section 162(m).

         5.3 Award Agreements. The Committee may require that any Award be
evidenced by a written agreement which may contain such terms and conditions as
the Committee may require. In the event of any conflict between such Award
agreements and the Plan, however, the terms of the Plan shall control.

         5.4 Payment of Awards. Unless payment is deferred as provided in
Section 5.6, Awards will be payable in cash annually after the date the
Corporation's audited financial statements have been certified by the
Corporation's auditor for the relevant fiscal year of computation; provided
that awards will be paid to Covered Officers only after the Committee has
certified in writing in the minutes of a committee meeting or otherwise that
the performance goals applicable to Covered Officers have been satisfied. No
Award will be paid to any Participant who is not employed by the Corporation on
the last day of the fiscal year to which the Award relates; provided, however,
the Participant shall be paid in accordance with Sections 6.1 and 6.2 in the
event that a Change in Control of the Corporation has occurred during the
fiscal year; provided further, in the event of a Participant's death or a
termination of a Participant's employment by the Corporation prior to the last
day of the fiscal year by reason of Disability, the Participant or his estate
shall be paid, at the same time that other Awards are paid, an amount based
upon the actual achievement of the relevant performance objectives for that
fiscal year, pro rated for the number of days that elapsed within the fiscal
year prior to such termination of employment. Awards are subject to income and
other payroll tax withholding by the Corporation.

         5.5 Maximum Award. The annual Award payable to any Participant under
the Plan will not exceed $2 million.

         5.6 Deferrals. The Committee may permit a Participant to defer such
Participant's receipt of payment of an Award that would otherwise be due to the
Participant. In any such case, the Committee shall, in its sole discretion,
determine the rules and procedures for such deferral.

         5.7 Adjustment of Awards Upon the Occurrence of Certain Unusual or
Non-Recurring Events. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or non-recurring events (including, without limitation, acquisitions or
dispositions of assets or businesses) affecting the Corporation or the
financial statements of the Corporation or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent


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dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan; provided, however, the Committee may not use any
discretion to modify award results for Covered Officers except as permitted
under Code Section 162(m).

                               CHANGE IN CONTROL

         6.1 Pro Rata Awards. In the event of a Change in Control of the
Corporation, there shall be paid out to Participants an amount based upon an
assumed achievement of the relevant performance objectives at the 100% target
level for the fiscal year, pro rated for the number of days that elapsed within
the fiscal year prior to the Change in Control.

         6.2 Payment. Not later than 30 days following the effective date of
the Change in Control, the pro rata payments provided in Section 6.1 hereof
shall be paid to all Participants of the Plan who are employed by the
Corporation on the day immediately preceding the day when the Change in Control
becomes effective, and following such payment, the Corporation or any successor
thereto shall have no further obligations under this Plan.

         6.3 Pooling of Interests Accounting. Notwithstanding any other
provision of the Plan to the contrary, in the event that the consummation of a
Change in Control is contingent on using pooling of interests accounting
methodology, the Board may take any action reasonably necessary to preserve the
use of pooling of interests accounting.

                                 MISCELLANEOUS

         7.1 Guidelines. From time to time the Committee may adopt
written guidelines for implementation and administration of the Plan.

         7.2 No Right to Awards. No Officer or other person shall have the right
to be selected to receive an Award under the Plan or, if so selected, to be
selected to receive a future Award.

         7.3 Non-Funded Plan. The Corporation will not be required to establish
any special or separate fund or make any other segregation of assets to assure
the payment of any award under the Plan, and all Participants shall be general
creditors with respect to any Awards payable to them.

         7.4 Non-Transferability of Awards. No Award granted under the Plan may
be sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.

         7.5 Expenses of Plan. The costs and expenses of administering the Plan
will be borne by the Corporation.


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         7.6 Limitation on Rights Conferred. Nothing in the Plan, in any Award,
or in any action taken under the Plan shall confer on any Participant the right
to become or continue to be an employee of the Corporation or interfere in any
way with the right of the Corporation to terminate such Participant's
employment at any time.

         7.7 Governing Law. The validity, construction and effect of the Plan,
any rules and regulations under the Plan, and any awards made under the Plan
shall be determined in accordance with the laws of the state of Delaware
without giving effect to principles of conflicts of laws, and any applicable
federal law.

         7.8 Successors. All obligations under the Plan shall be binding upon
and inure to the benefit of any successor of the Corporation, whether such
successor is the result of a direct or indirect purchase of all or
substantially all of the business and assets of the Corporation or a merger,
consolidation, or reorganization, or otherwise.

         7.9 Severability. In the event that any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

                     EFFECTIVE DATE; AMENDMENT; TERMINATION

         8.1 Effective Date. The Plan will become effective upon approval by a
majority of the votes cast by the stockholders of the Corporation, and will
relate to performance beginning with the first fiscal year of the Corporation
commencing after stockholder approval.

         8.2 Amendment; Termination. The Corporation may at any time terminate
or, from time to time, amend the Plan by action of the Board of Directors or by
action of the Committee without stockholder approval unless such approval is
required to satisfy the applicable provisions of Code Section 162(m) or other
relevant laws. The Corporation and the Committee may amend the Plan and take
such other action as they may deem necessary or appropriate to comply with Code
Section 162(m) and regulations issued thereunder. No amendment or termination
of the Plan shall, without the written consent of the Participant, materially
and adversely affect the rights of the Participant under any previously granted
and outstanding Award.

         8.3 Code Section 162(m) Compliance. In the event that changes are made
to Code Section 162(m) to permit greater flexibility with respect to any Award
available under the Plan, the Committee may, subject to Section 8.2, make any
adjustments it deems appropriate. If the applicable tax or securities laws
change to permit the Committee discretion to alter the governing performance
goal measures set forth in Section 5.1 without obtaining stockholder approval
of such change, the Committee shall have sole discretion to make such changes
without obtaining stockholder approval. At all times when Code Section 162(m)
is applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that


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in the event the Board of Directors of the Corporation determines that such
compliance is not desired with respect to any Award available for grant under
the Plan, then compliance with Code Section 162(m) will not be required.

                        CHECKFREE CORPORATION


                       By: /s/ Peter J. Kight
                           -----------------------------------------------------
                           Peter J. Kight, President and Chief Executive Officer



Adopted: September 15, 1997



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