STOCK INCENTIVE PLAN
1. Purpose and Effective Date. The purpose of this Certegy Inc. Stock Incentive Plan, which has been amended
and restated (and renamed) as of February 28, 2002, is to attract and retain directors, officers and other key
employees for Certegy Inc., a Georgia corporation (the "Company") and its Subsidiaries, and to provide those
persons with incentives and rewards for superior performance. The Plan became effective as of June 15, 2001,
the date it was approved by the Company's Board of Directors. As of February 28, 2002, the Compensation
and Human Resources Committee of the Board amended and restated the Plan, as provided herein, contingent
on approval of the Company's shareholders.
2. Definitions. As used in this Plan:
"Board" means the Board of Directors of the Company.
"Change in Control" shall have the meaning provided in Section 9 of this Plan.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Committee" means the Compensation and Human Resources Committee of the Board, or any successor
committee to which the responsibilities of that Committee are assigned.
"Common Share" means shares of common stock, par value $ .01 per share, of the Company or any security into
which such Common Shares may be changed by reason of any transaction or event of the type referred to in
Section 8 of this Plan.
"Company" means Certegy Inc., a Georgia corporation.
"Covered Employee" means a Participant who is, or is determined by the Board to be likely to become, a
"covered employee" within the meaning of Section 162(m) of the Code (or any successor provision).
"Date of Grant" means the date specified by the Board on which a grant of Option Rights or a grant or sale of
Restricted Shares shall become effective (which date shall not be earlier than the date on which the Board or its
designee takes action with respect thereto).
"Director" means a member of the Board of Directors of the Company.
"Employee Benefits Agreeme