SEC Info - Fidelity National Information Services, Inc. - ‘10-K405’ for 12/31/01

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Fidelity National Information Services, Inc. – ‘10-K405’ for 12/31/01 – EX-10.25

On: Monday, 3/25/02 · For: 12/31/01 · Accession #: 950144-2-2688 · File #: 1-16427

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/25/02  Fidelity Nat’l Information S… Inc 10-K405    12/31/01   23:856K                                   Bowne of Atlanta Inc/FA

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Certegy Inc.                                        HTML    175K 
 2: EX-10.13    Material Contract                                     13     59K 
 3: EX-10.14    Material Contract                                      9     33K 
 4: EX-10.15    Material Contract                                     18     79K 
 5: EX-10.20    Material Contract                                     16     72K 
 6: EX-10.21    Material Contract                                     13     63K 
 7: EX-10.22    Material Contract                                      8     37K 
 8: EX-10.23    Material Contract                                      1      8K 
 9: EX-10.24    Material Contract                                     11     49K 
10: EX-10.25    Material Contract                                     15     58K 
11: EX-10.26    Material Contract                                      5     29K 
12: EX-10.27    Material Contract                                      7     34K 
13: EX-10.28    Material Contract                                      2±    10K 
14: EX-10.29    Material Contract                                      2     13K 
15: EX-10.30    Material Contract                                      3     18K 
16: EX-10.31    Material Contract                                      1      7K 
17: EX-13.1     Annual or Quarterly Report to Security Holders         1     12K 
18: EX-13.2     Annual or Quarterly Report to Security Holders        10     55K 
19: EX-13.3     Annual or Quarterly Report to Security Holders        22    153K 
20: EX-21.1     Subsidiaries of the Registrant                         1     10K 
21: EX-23.1     Consent of Experts or Counsel                          1      9K 
22: EX-99.1     Miscellaneous Exhibit                               HTML    253K 
23: EX-99.2     Miscellaneous Exhibit                                  6     29K

EX-10.25 — Material Contract
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Article I. Establishment and Purpose Article Ii. Definitions Article Iii. Eligibility and Participation Article Iv. Contributions Article Ix. Miscellaneous Provisions Article Vii. Administration Article Viii. Adoption of the Plan by Affiliate; Article Vi. Payment of Accounts Article V. Participants' Accounts Table of Contents 1.1 Establishment of Plan 1.2 Purpose of Plan 1.3 Applicability of Plan 3.1 Eligibility 3.2 Participation 4.1 Deferrals 5.1 Investment of Accounts 5.2 Valuation of Accounts 5.3 Financing 5.4 Unsecured Interest 5.5 Nontransferability 6.1 Payments to Participant 6.2 Distribution Elections 6.3 Payments to Beneficiary 7.1 Administration 7.2 Appeals from Denial of Claims 7.3 Tax Withholding 7.4 Expenses 8.1 Adoption of the Plan by Affiliate 8.2 Amendment and Termination 9.1 No Contract of Employment 9.2 Severability 9.3 Applicable Law
1	1st Page - Filing Submission
2	Table of Contents
4	Article I. Establishment and Purpose
"	1.1 Establishment of Plan
"	1.2 Purpose of Plan
"	1.3 Applicability of Plan
"	Article Ii. Definitions
6	Article Iii. Eligibility and Participation
"	3.1 Eligibility
7	3.2 Participation
"	Article Iv. Contributions
"	4.1 Deferrals
8	Article V. Participants' Accounts
"	5.1 Investment of Accounts
9	5.2 Valuation of Accounts
"	5.3 Financing
"	5.4 Unsecured Interest
"	5.5 Nontransferability
10	Article Vi. Payment of Accounts
"	6.1 Payments to Participant
"	6.2 Distribution Elections
12	6.3 Payments to Beneficiary
"	Article Vii. Administration
"	7.1 Administration
13	7.2 Appeals from Denial of Claims
14	7.3 Tax Withholding
"	7.4 Expenses
"	Article Viii. Adoption of the Plan by Affiliate;
"	8.1 Adoption of the Plan by Affiliate
"	8.2 Amendment and Termination
"	Article Ix. Miscellaneous Provisions
"	9.1 No Contract of Employment
"	9.2 Severability
"	9.3 Applicable Law

EX-10.25 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
EXHIBIT 10.25

CERTEGY INC.
DEFERRED COMPENSATION PLAN
Effective as of June 15, 2001

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CERTEGY INC. DEFERRED COMPENSATION PLAN
EFFECTIVE AS OF JUNE 15, 2001

TABLE OF CONTENTS

[Enlarge/Download Table]

ARTICLE I. ESTABLISHMENT AND PURPOSE....................................................................1

1.1 Establishment of Plan......................................................................1
1.2 Purpose of Plan............................................................................1
1.3 Applicability of Plan......................................................................1

ARTICLE II. DEFINITIONS.................................................................................1

2.1 "Account"..................................................................................1
2.2 "Affiliate"................................................................................1
2.3 "Beneficiary"..............................................................................2
2.4 "Board"....................................................................................2
2.5 "Code".....................................................................................2
2.6 "Committee"................................................................................2
2.7 "Company"..................................................................................2
2.8 "Director Fees"............................................................................2
2.9 "Distribution Date"........................................................................2
2.10 "Employee".................................................................................2
2.11 "Employer".................................................................................2
2.12 "Entry Date"...............................................................................2
2.13 "Equifax Plan".............................................................................2
2.14 "Financial Hardship".......................................................................2
2.15 "Investment Fund"..........................................................................3
2.16 "Non-Employee Director"....................................................................3
2.17 "Participant"..............................................................................3
2.18 "Plan".....................................................................................3
2.19 "Plan Year"................................................................................3
2.20 "Termination of Service"...................................................................3
2.21 "Transferred Benefits".....................................................................3
2.22 "Valuation Date"...........................................................................3

ARTICLE III. ELIGIBILITY AND PARTICIPATION..............................................................3

3.1 Eligibility................................................................................3
3.2 Participation..............................................................................4

ARTICLE IV. CONTRIBUTIONS...............................................................................4

4.1 Deferrals..................................................................................4

ARTICLE V. PARTICIPANTS' ACCOUNTS.......................................................................5

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CERTEGY INC. DEFERRED COMPENSATION PLAN
EFFECTIVE AS OF JUNE 15, 2001

TABLE OF CONTENTS
(Continued)

[Enlarge/Download Table]

5.1 Investment of Accounts.....................................................................5
5.2 Valuation of Accounts......................................................................6
5.3 Financing..................................................................................6
5.4 Unsecured Interest.........................................................................6
5.5 Nontransferability.........................................................................6

ARTICLE VI. PAYMENT OF ACCOUNTS.........................................................................7

6.1 Payments to Participant....................................................................7
6.2 Distribution Elections.....................................................................7
6.3 Payments to Beneficiary....................................................................9

ARTICLE VII. ADMINISTRATION.............................................................................9

7.1 Administration.............................................................................9
7.2 Appeals from Denial of Claims.............................................................10
7.3 Tax Withholding...........................................................................11
7.4 Expenses..................................................................................11

ARTICLE VIII. ADOPTION OF THE PLAN BY AFFILIATE;.......................................................11

8.1 Adoption of the Plan by Affiliate.........................................................11
8.2 Amendment and Termination.................................................................11

ARTICLE IX. MISCELLANEOUS PROVISIONS...................................................................11

9.1 No Contract of Employment.................................................................11
9.2 Severability..............................................................................11
9.3 Applicable Law............................................................................11

EX-10.25 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
CERTEGY INC.
DEFERRED COMPENSATION PLAN

Effective as of June 15, 2001

ARTICLE I. ESTABLISHMENT AND PURPOSE

1.1 Establishment of Plan. Certegy Inc. (the "Company") does
hereby adopt the Certegy Inc. Deferred Compensation Plan (the "Plan") effective
as of the date it was approved by the Company's Board of Directors, June 15,
2001.

The Plan is an unfunded plan of deferred compensation for a select
group of management or highly compensated employees. The Plan, therefore, is
intended to be exempt from the participation, vesting, funding, and fiduciary
requirements of Title I of the Employee Retirement Income Security Act of 1974.

1.2 Purpose of Plan. The purpose of the Plan is to provide
Non-Employee Directors with an effective means of deferring all or a portion of
retainer fees and meeting fees they are entitled to receive, and to provide
certain Employees a means of continued deferral of certain Transferred Benefits
from the Equifax Inc. Deferred Compensation Plan.

1.3 Applicability of Plan. The provisions of this Plan are
applicable only to

(a) Employees who have Transferred Benefits; and

(b) individuals who are serving as Non-Employee Directors of the
Company.

ARTICLE II. DEFINITIONS

Whenever used in this Plan, the following terms shall have the meanings set
forth below unless otherwise expressly provided. When the defined meaning is
intended, the term is capitalized. The definition of any term in the singular
shall also include the plural, whichever is appropriate in the context.

2.1 "Account" means the bookkeeping account maintained for each
Participant that represents the Participant's total interest under the Plan as
of any Valuation Date. An Account shall consist of the sum of the Participant's
Transferred Benefits or the deferrals of Director Fees credited pursuant to
section 4.1, plus any gains and losses credited on these amounts. A Participant
shall have a fully vested and nonforfeitable interest at all times in his or her
Account.

2.2 "Affiliate" means any corporation, association, joint venture,
proprietorship, or partnership while it is connected with the Company through
stock

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ownership, common control, membership in an affiliated service group, or
otherwise within the meaning of Code section 414(b), (c), (m), or (o).

2.3 "Beneficiary" means the person or persons designated by the
Participant to receive any benefits payable on behalf of the Participant after
his or her death. Each Participant shall designate his or her Beneficiary (or
change this designation) at a time and in a manner specified by the Committee.
If no person is designated as a Beneficiary, if a designation is revoked, or if
no designated Beneficiary survives the Participant, the Beneficiary shall be the
Participant's estate.

2.4 "Board" means the Board of Directors of the Company.

2.5 "Code" means the Internal Revenue Code of 1986, as amended, or
as it may be amended from time to time.

2.6 "Committee" means the committee appointed by the Board to
administer the Plan.

2.7 "Company" means Certegy Inc. or any successor thereto.

2.8 "Director Fees" mean the annual retainer and any meeting fees
paid by the Company to a Non-Employee Director for duties performed as a member
of the Board.

2.9 "Distribution Date" means the date of the distribution of the
Company's common stock by Equifax Inc. to the shareholders of Equifax Inc.

2.10 "Employee" means any person who is employed by an Employer.

2.11 "Employer" means the Company and any Affiliate that elects to
become a party to the Plan with the approval of the Company.

2.12 "Entry Date" means January 1, April 1, July 1, or October 1.

2.13 "Equifax Plan" means the Equifax Inc. Deferred Compensation
Plan, from which certain Participants received Transferred Benefits.

2.14 "Financial Hardship" means a severe financial hardship
resulting from a sudden and unexpected illness or accident of the Participant or
one of his or her dependents, loss of the Participant's property due to
casualty, or other similar unforeseeable circumstance arising from events that
are beyond the control of the Participant. The existence of a Financial Hardship
shall be determined by the Committee in a manner consistent with Treasury
regulations and rulings of the Internal Revenue Service. The Committee's
decision with respect to the existence of a Financial Hardship shall be final
and binding.

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2.15 "Investment Fund" means any fund designated by the Committee
as an investment medium for the deemed investment of a Participant's Account.
There shall be--

(a) a Prime Rate Fund, which shall have earnings based on the
prime lending rate (determined as of the first day of each month) as
reported in the Wall Street Journal; and

(b) a Certegy Inc. Common Stock Fund. The Committee shall have the
discretion to establish and terminate Investment Funds as it may deem
appropriate.

2.16 "Non-Employee Director" means a member of the Board who is not
an Employee of the Company.

2.17 "Participant" means an individual who has met and continues to
meet the eligibility requirements described in section 3.1.

2.18 "Plan" means this Certegy Inc. Deferred Compensation Plan, as
it may be amended from time to time.

2.19 "Plan Year" means the calendar year; provided, however, there
shall be a short first plan year corresponding to the short fiscal year of the
Company ending December 31, 2001.

2.20 "Termination of Service" means--

(a) for an Employee, a separation from employment with the Company
and its Affiliates; and

(b) for a Non-Employee Director, the date on which such individual
ceases to be a member of the Board.

2.21 "Transferred Benefits" means the amount transferred to this
Plan from the Equifax Plan as provided in Section 3.1.

2.22 "Valuation Date" means the last business day of each Plan Year
and any other date that the Committee selects in its sole discretion for the
revaluation and adjustment of Accounts.

ARTICLE III. ELIGIBILITY AND PARTICIPATION

3.1 Eligibility. An individual shall be eligible to participate in
this Plan if he or she--

(a) is a Non-Employee Director; or

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(b) is an Employee who is a member of a select group of management
or highly compensated Employees, who as of the Distribution Date, has
an account balance in the Equifax Plan and consents in writing to the
substitution of Certegy Inc. for Equifax Inc. as the obligor with
respect to the liabilities under the Equifax Plan. The amount credited
to the Participant's account under the Equifax Plan immediately prior
to the Distribution Date shall be transferred to and constitute the
beginning balance of the Participant's account in this Plan (the
"Transferred Benefits").

3.2 Participation.

(a) Commencement of Participation.

(1) Non-Employee Directors. A Non-Employee Director shall
be eligible to become a Participant as of the earlier of--

(A) the day after the Distribution Date; or

(B) the Entry Date next following the date on
which he or she first becomes a Non-Employee
Director.

(2) Employees. An Employee with Transferred Benefits
shall become a Participant in this Plan as of the day after
the Distribution Date.

(b) Duration of Participation. A Participant shall continue to be
an active Participant until he or she ceases to meet the eligibility
requirements under section 3.1 or revokes a deferral election under
section 4.1(b). Thereafter, he or she shall be an inactive Participant
and shall retain all the rights described under this Plan.

ARTICLE IV. CONTRIBUTIONS

4.1 Deferrals.

(a) Election of Deferral.

(1) General Rule. Prior to the first day of each Plan
Year, a Non-Employee Director may elect, by executing a
Deferral Election Form in accordance with the procedures
prescribed by the Committee, to defer up to 100 percent (in 1
percent increments or a specified dollar amount) of the
Director Fees that would otherwise be payable to the
Non-Employee Director for the Plan Year. In accordance with
procedures established by the Committee, a Non-Employee
Director may make separate deferral elections under with
respect to retainer fees and meeting fees.

(2) New Participants. In the case of a deferral election
which becomes effective on a date other than the first day of
a Plan Year, the election

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shall relate only to Director Fees which have not yet been
earned as of the Participant's Entry Date; or

(3) Allocation to Accounts. Each deferral of Director
Fees under this section 4.1 shall be credited to the
Participant's Account as of the date when the amount deferred
would have been paid to the Participant.

(b) Revocation of Election. After the beginning of a Plan Year, a
Participant may not increase, decrease, or revoke the amount of
Director Fees deferred for that Plan Year.

(c) Default Elections. If an individual participates under the
Plan for a given Plan Year, but does not file a timely election form
for the next Plan Year, such individual shall be deemed to elect for
the next Plan Year the same deferrals of Director Fees elected for the
prior Plan Year.

ARTICLE V. PARTICIPANTS' ACCOUNTS

5.1 Investment of Accounts.

(a) Investment of Deferrals. For each Plan Year, each Participant
shall elect in writing to deem to have the deferrals made on his or her
behalf invested in any one or more of the Investment Funds in 10
percent increments. A Participant may change his or her deemed
investment elections with respect to future deferrals as of any January
1. The Participant shall make or change an election of Investment Funds
by giving notice to the Committee at a time and in a manner specified
by the Committee.

(b) Transferred Benefits. Any portion of the Transferred Benefits
that was invested in the Equifax Plan's prime rate fund immediately
prior to the Distribution Date shall be initially invested in the Prime
Rate Fund. The remaining value of the Transferred Benefits shall be
initially invested in the Certegy Inc. Common Stock Fund.

(1) General Rule. Except as otherwise provided in
paragraph (2) below, each Participant may elect as of any
January 1 to have the amounts that are deemed invested in any
one or more of the Investment Funds transferred to any one or
more of the other Investment Funds in increments of 10
percent.

(2) Section 16 Participants. Each Participant who is
subject to the reporting and short-swing profit recovery rules
of section 16 of the Securities Exchange Act of 1934 may not
transfer previously deferred amounts into or out of the
Certegy Inc. Common Stock Fund.

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(3) Election Procedures. A Participant shall make an
election to transfer among Investment Funds under this
subsection (b) by giving notice to the Committee at a time and
manner specified by the Committee.

(d) Committee Discretion. Notwithstanding any provision in this
section 5.1 to the contrary, the Committee, in its sole and absolute
discretion, may disregard the Participant's investment elections and
deem the Participant's Account to be invested in any manner it chooses.
If the Committee deems the Participant's Account to be invested in a
manner other than that elected by the Participant under subsections (a)
and (b), it shall notify the Participant in advance of its deemed
investment selection. The Company shall incur no liability on account
of its selection of deemed investments or on account of the performance
of those investments.

5.2 Valuation of Accounts.

(a) Allocation of Earnings and Losses. A Participant's Account
shall be adjusted as of each Valuation Date to reflect any gains or
losses that would have been credited or debited to the Account if it
had actually been invested in the manner described in section 5.1.
Amounts paid from Accounts between these dates will be credited or
charged for any investment gains or losses since the last Valuation
Date.

(b) Charges Against Account. Any payments made to a Participant or
Beneficiary under Article VI shall be charged against the Participant's
Account.

5.3 Financing. The benefits under this Plan shall be paid out of
the general assets of the Employer, except to the extent they are paid from the
assets of a grantor trust established by an Employer to pay these benefits.
Whether to establish such a trust is a matter that is within the sole and
absolute discretion of the Employer.

5.4 Unsecured Interest. No Participant shall have any interest
whatsoever in any specific asset of the Employer. To the extent that any person
acquires a right to receive payments under this Plan, this right shall be no
greater than the right of any unsecured general creditor of the Employer.

5.5 Nontransferability. In no event shall an Employer make any
payment under this Plan to any assignee or creditor of a Participant or
Beneficiary. Prior to the time of payment hereunder, no Participant or
Beneficiary shall have any right by way of anticipation or otherwise to assign
or otherwise dispose of any interest under this Plan, nor shall rights be
assigned or transferred by operation of law.

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ARTICLE VI. PAYMENT OF ACCOUNTS

6.1 Payments to Participant.

(a) Commencement of Payments. Payment of a Participant's Account
shall begin within 90 days after the date determined under section
6.2(a).

(b) Form of Payments. All amounts payable to a Participant shall
be distributed in cash in a single sum or in a series of installments,
as provided under section 6.2(b).

6.2 Distribution Elections.

(a) Time of Payment.

(1) General Rule. Upon making the initial deferral
election under section 4.1, the Participant shall also
designate the date on which payments from his or her Account
shall begin. A Participant may elect initially to have
payments begin as of:

(A) a date specified by the Participant which
must be at least one year after the end of the Plan
Year for which the initial deferral is made; or

(B) the date of the Participant's Termination of
Service.

For Participants with Transferred Benefits, the initial
election under this paragraph (1)(A) shall be the last
election that was in effect under the Equifax Plan.

(2) Second Election. If a Participant makes an initial
election under paragraph (1)(A), he or she may then elect,
with respect to deferrals made after that date, to have
payments begin as of:

(A) a date specified by the Participant which
must be at least one year after the end of the Plan
Year containing the date specified under paragraph
(1)(A); or

(B) the date of the Participant's Termination of
Service.

(3) Administrative Rules. If a Participant specifies a
date other than Termination of Service for the distribution of
his or her Account, but incurs a Termination of Service or
dies before such date, payments shall begin as soon as
practicable following such earlier Termination of Service or
death.

If a Participant specifies a distribution date which precedes
his or her Termination of Service, the amount distributable
shall equal the Account

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as of such specified date. Deferrals made under section 4.1
after such specified date or dates shall be payable upon the
Participant's Termination of Service.

(4) Financial Hardship. A Participant may withdraw all or
part of his or her Account before the distribution date
specified in paragraph (1) or (2) above in the event of a
Financial Hardship. A withdrawal under this paragraph (4)
shall not exceed the amount necessary to satisfy the Financial
Hardship. A Participant may request a hardship withdrawal in
accordance with procedures established by the Committee.

A Participant who is subject to the reporting and short-swing
profit rules of section 16 of the Securities Exchange Act of
1934 may not make a withdrawal under this paragraph (4).

(b) Form of Payment.

(1) General Rule. At the time a Participant makes his or
her initial deferral election under section 4.1, the
Participant shall separately elect the manner in which his or
her Account shall be paid--

(A) to the Participant, upon the date determined
under subsection (a)(1); and

(B) to his or her Beneficiary, upon the
Participant's death prior to the complete
distribution of his or her Account.

Additionally, a Participant who makes a second payment
election under subsection (a)(2) shall be permitted to make a
payment form election at the same time he or she makes the
second election under subsection (a)(2).

The Participant may choose to have the Account paid either in
a lump sum (within 90 days of the distribution date determined
under subsection (a)) or in a series of annual installments
over a fixed number of years (not to exceed ten years).

(2) Limitation on Elections. A Participant shall be
permitted to elect a different payment form for amounts that
are distributable as of different payment dates under
subsection (a).

(3) Transferred Benefits. A Participant who has
Transferred Benefits will be deemed to have elected the form
of payment that was elected by such Participant under the
Equifax Plan, provided that such election will only be given
effect if payments have not yet commenced and if the election
was made in writing at least 12 months prior to the
commencement of payment of the Transferred Benefits. In the
event that

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the Participant has made more than one such election, the most
recent election filed with the plan administrator but no more
than 12 months prior to the date payments are to commence will
control.

(c) Discretion of Committee. Notwithstanding a
Participant's election of the time or form of payment for his
or her Account, the Committee may direct, in its sole and
absolute discretion, that the Account shall be distributed in
any time, and/or in any form, permitted under subsection (a)
or (b).

6.3 Payments to Beneficiary.

(a) Commencement of Payments. If a Participant dies
before his or her Account has been completely distributed, the
remaining balance shall be paid to the Participant's
Beneficiary beginning within 90 days after the Participant's
death.

(b) Form of Payments. Payments to the Beneficiary shall
be made in a single sum or in a series of installments, as
provided under section 6.2.

(c) Death of Participant and Beneficiary. If the
Participant and Beneficiary both die before the Participant's
Account has been completely distributed, these remaining
benefits shall be paid as follows.

(1) If the Beneficiary dies before the
Participant, the balance of the Participant's Account
shall be paid to the Participant's estate in a single
sum.

(2) If the Beneficiary dies after the
Participant, the balance of the Account shall be paid
to the Beneficiary's estate in a single sum.

ARTICLE VII. ADMINISTRATION

7.1 Administration. The Plan shall be administered by the
Committee. A majority of the members of the Committee at the time in office
shall constitute a quorum for the transaction of business. All resolutions and
other actions taken by the Committee at any meeting shall be by a majority vote
of those present at the meeting. Upon the unanimous concurrence in writing of
all Committee members, action of the Committee may be taken other than at a
meeting.

The Committee shall have all powers necessary or appropriate to carry out the
provisions of the Plan. It may, from time to time, establish rules for the
administration of the Plan and the transaction of the Plan's business.

The Committee shall have the exclusive right to make any finding of fact
necessary or appropriate for any purpose under the Plan including, but not
limited to, the determination of eligibility for and amount of any benefit.

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The Committee shall have the exclusive right to interpret the terms and
provisions of the Plan and to determine any and all questions arising under the
Plan or in connection with its administration, including, without limitation,
the right to remedy or resolve possible ambiguities, inconsistencies, or
omissions by general rule or particular decision, all in its sole and absolute
discretion.

All findings of fact, determinations, interpretations, and decisions of the
Committee shall be conclusive and binding upon all persons having or claiming to
have any interest or right under the Plan and shall be given the maximum
possible deference allowed by law.

7.2 Appeals from Denial of Claims. If any claim for benefits under
the Plan is wholly or partially denied, the claimant shall be given notice in
writing of the denial. This notice shall be in writing, within a reasonable
period of time after receipt of the claim by the Committee. This period shall
not exceed 90 days after receipt of the claim, except that if special
circumstances require an extension of time, written notice of the extension
shall be furnished to the claimant, and an additional 90 days will be considered
reasonable.

This notice shall be written in a manner calculated to be understood by the
claimant and shall set forth the following information:

(a) the specific reasons for the denial;

(b) specific reference to the Plan provisions on which the denial
is based;

(c) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of
why this material or information is necessary;

(d) an explanation that a full and fair review by the Committee of
the decision denying the claim may be requested by the claimant or an
authorized representative by filing with the Committee, within 60 days
after the notice has been received, a written request for the review;
and

(e) if this request is so filed, an explanation that the claimant
or an authorized representative may review pertinent documents and
submit issues and comments in writing within the same 60-day period
specified in subsection (d).

The decision of the Committee upon review shall be made promptly, and not later
than 60 days after the Committee's receipt of the request for review, unless
special circumstances require extension of time for processing. In this case the
claimant shall be so notified, and a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
If the claim is denied, wholly or in part, the claimant shall be given a copy of
the decision promptly. The decision shall be in writing, shall include specific
reasons for the denial, shall include specific references to the pertinent Plan
provisions on which the denial is based, and shall be written in a manner
calculated to be understood by the claimant.

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7.3 Tax Withholding. The Employer may withhold from any payment
under this Plan any federal, state, or local taxes required by law to be
withheld with respect to the payment and any sum the Employer may reasonably
estimate as necessary to cover any taxes for which they may be liable and that
may be assessed with regard to the payment.

7.4 Expenses. All expenses incurred in the administration of the
Plan shall be paid by the Employer.

ARTICLE VIII. ADOPTION OF THE PLAN BY AFFILIATE;

8.1 Adoption of the Plan by Affiliate. An Affiliate may adopt the
Plan by appropriate action of its board of directors or authorized officers or
representatives, subject to the approval of the Board.

8.2 Amendment and Termination. The Company hereby reserves the
right to amend, modify, or terminate the Plan at any time, and for any reason,
by action of the Board. However, no amendment or termination shall adversely
affect benefits accrued prior to the date of the amendment or termination.

ARTICLE IX. MISCELLANEOUS PROVISIONS

9.1 No Contract of Employment. Nothing contained in the Plan shall
be construed to give any Participant the right to be retained in the service of
an Employer or to interfere with the right of an Employer to discharge a
Participant at any time.

9.2 Severability. If any provision of this Plan shall be held
illegal or invalid, the illegality or invalidity shall not affect its remaining
parts. The Plan shall be construed and enforced as if it did not contain the
illegal or invalid provision.

9.3 Applicable Law. Except to the extent preempted by applicable
federal law, this Plan shall be governed by and construed in accordance with the
laws of the state of Georgia.

* * * * * * * * * *

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IN WITNESS WHEREOF, CERTEGY INC. has caused this instrument to be
executed by its duly authorized officer, effective as of the date specified
above.

CERTEGY INC.

By: /s/ Richard D. Gapen
-----------------------------

Title: Corporate Vice President of Human Resources

ATTEST:

By: /s/ Bruce S. Richards
----------------------
Title: Corporate Vice President, General Counsel and Secretary

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K405’ Filing	Date	First	Last	Other Filings

Filed on:	3/25/02			10-Q/A, DEF 14A
For Period End:	12/31/01	6		11-K
	6/15/01	1	4
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Fidelity Nat’l Information S… Inc 10-K       12/31/23  130:16M
 2/27/23  Fidelity Nat’l Information S… Inc 10-K       12/31/22  122:25M
 2/23/22  Fidelity Nat’l Information S… Inc 10-K       12/31/21  120:18M
 2/18/21  Fidelity Nat’l Information S… Inc 10-K       12/31/20  123:15M

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Filing Submission 0000950144-02-002688 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)