EXHIBIT 99.1 CERTEGY INC. 401(k) PLAN (Effective as of July 3, 2001) [Subject to Approval by the Internal Revenue Service] TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS............................................... 1 1.1 Account.................................................. 1 1.2 Allocation Participant................................... 1 1.3 Applicable Compensation.................................. 1 1.4 Beneficiary.............................................. 2 1.5 Benefit Commencement Date................................ 2 1.6 Code..................................................... 2 1.7 Committee................................................ 2 1.8 Company.................................................. 2 1.9 Controlled Group......................................... 2 1.10 Disabled................................................. 2 1.11 Effective Date........................................... 2 1.12 Election Directive....................................... 2 1.13 Elective Contributions................................... 2 1.14 Elective Contributions Account........................... 3 1.15 Eligible Employee........................................ 3 1.16 Employee................................................. 3 1.17 Employer................................................. 3 1.18 Employer Stock Fund...................................... 3 1.19 Employment Commencement Date............................. 3 1.20 Equifax.................................................. 3 1.21 Equifax Controlled Group................................. 3 1.22 Equifax 401(k) Plan...................................... 3 1.23 Equifax Stock Fund....................................... 3 1.24 ERISA.................................................... 3 1.25 Highly Compensated Employee.............................. 3 1.26 Hours of Service......................................... 5 1.27 Leased Employee.......................................... 7 1.28 Matching Elective Contributions.......................... 8 1.29 Matching Elective Contributions Account.................. 8 1.30 Matching Voluntary Contributions......................... 8 1.31 Matching Voluntary Contributions Account................. 8 1.32 Nonforfeitable Accounts.................................. 8 1.33 Normal Retirement Age.................................... 8 1.34 One-Year Break in Service (or Break in Service).......... 8 1.35 Participant.............................................. 8 1.36 Plan..................................................... 8 1.37 Plan Year................................................ 9 1.38 Qualified Spousal Waiver................................. 9 1.39 Required Beginning Date.................................. 9 1.40 Rollover Contributions................................... 9 i Table of Contents ----------------- (continued) Page ---- 1.41 Rollover Contributions Account........................... 9 1.42 Spouse................................................... 9 1.43 Surviving Spouse......................................... 9 1.44 Trust.................................................... 9 1.45 Trust Agreement.......................................... 10 1.46 Trust Fund............................................... 10 1.47 Trustee.................................................. 10 1.48 Vesting Computation Period............................... 10 1.49 Voluntary Contributions.................................. 10 1.50 Voluntary Contributions Account.......................... 10 1.51 Year of Vesting Service.................................. 10 ARTICLE II ELIGIBILITY FOR PARTICIPATION............................ 12 2.1 Initial Attainment of Participation Status............... 12 2.2 Reemployment of Former Non-Participant Employees......... 13 2.3 Reemployment of Former Participants...................... 13 2.4 Transfers to/from Eligible Class......................... 13 ARTICLE III CONTRIBUTIONS AND ALLOCATIONS........................... 14 3.1 Employer Contributions................................... 14 3.2 Employee Contributions................................... 18 3.3 Return of Contributions.................................. 20 3.4 Prompt Remittance of Contributions....................... 20 3.5 Prior Plan Contributions................................. 20 ARTICLE IV VESTING IN ACCOUNTS...................................... 22 ARTICLE V ACCOUNTS AND INVESTMENTS.................................. 23 5.1 Separate Accounts........................................ 23 5.2 Investment of Trust Fund................................. 23 5.3 Trustee's Reliance....................................... 26 ARTICLE VI VALUATION OF PARTICIPANTS' ACCOUNTS...................... 27 ARTICLE VII PAYMENT OF BENEFITS..................................... 28 7.1 Time of Payment of Benefits.............................. 28 7.2 Benefits Upon Death...................................... 29 7.3 Form of Payment of Benefits.............................. 31 7.4 Valuation of Accounts for Payments....................... 31 7.5 Code (S)401(a)(14) Requirement........................... 31 ii Table of Contents ----------------- (continued) Page ---- 7.6 Code (S)411 (a)(11) Consent Requirements................. 32 7.7 Code (S)401(k)(2)(B) Restrictions........................ 33 7.8 Payments to Alternate Payees............................. 33 7.9 Withdrawals of Elective Contributions.................... 34 7.10 Voluntary Contribution and Rollover Contribution Withdrawals............................................. 35 7.11 Code (S) 401(a)(31) Requirement.......................... 36 7.12 Loan of Account Balances to Participants................. 38 7.13 Prior Plan Loans......................................... 42 ARTICLE VIII THE TRUST FUND AND THE TRUSTEE, OTHER FIDUCIARY MATTERS.............................................................. 43 8.1 Existence of Trust....................................... 43 8.2 Exclusive Benefit Rule................................... 43 8.3 Removal or Resignation of Trustee........................ 43 8.4 Powers of Trustee........................................ 43 8.5 Integration of Trust Agreement........................... 43 8.6 Records and Accounts..................................... 43 8.7 Annual Reports........................................... 43 8.8 Independent Fiduciary.................................... 44 ARTICLE IX ADMINISTRATION........................................... 45 9.1 Allocation of Responsibility............................. 45 9.2 Administrative Expenses.................................. 45 9.3 Committee Powers and Duties.............................. 45 9.4 Records and Reports...................................... 45 9.5 Reporting and Disclosure................................. 45 9.6 Named Fiduciary.......................................... 45 9.7 Administrator............................................ 45 9.8 Interpretation of the Plan and Findings of Facts......... 45 9.9 Bonding, Insurance and Indemnity......................... 46 ARTICLE X AMENDMENT, TERMINATION, MERGER, CONSOLIDATION, AND ADOPTION............................................................. 48 10.1 Continuation of Plan..................................... 48 10.2 Right to Amend Plan...................................... 48 10.3 Right to Terminate Plan.................................. 48 10.4 Merger, Consolidation, or Transfer of Assets............. 49 10.5 Adoption of Plan by Aggregated Code (S) 414 Employers.... 49 iii Table of Contents ----------------- (continued) Page ---- ARTICLE XI GENERAL PROVISIONS....................................... 52 11.1 Participant's Rights to Employment, Etc.................. 52 11.2 No Guarantee of Interests................................ 52 11.3 Standard of Conduct...................................... 52 11.4 Allocation of Duties..................................... 52 11.5 Claims Procedure......................................... 53 11.6 Nonalienation or Assignment; Qualified Domestic Relations Orders ("QDRO's")............................. 54 11.7 Plan Continuance Voluntary............................... 56 11.8 Payments to Minors and Others............................ 56 11.9 Location of Payee; Unclaimed Benefits.................... 57 11.10 Governing Law............................................ 57 11.11 Correction of Participants' Accounts..................... 57 11.12 Action of Employer and Committee......................... 57 11.13 Employer Records......................................... 57 11.14 Gender and Number........................................ 57 11.15 Headings................................................. 57 11.16 Liability Limited........................................ 57 11.17 Legal References......................................... 58 11.18 Electronic Means of Communication........................ 58 11.19 Military Service......................................... 58 11.20 Plan Conversions......................................... 58 iv CERTEGY INC. 401(k) PLAN PREAMBLE The Certegy Inc. 401(k) Plan is intended to constitute a defined contribution plan qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended, for the exclusive benefit of Eligible Employees and their Beneficiaries. The Plan is intended to qualify as a profit- sharing plan for purposes of Sections 401(a), 402, 412, and 417 of the Code; provided, however, that notwithstanding any other provision herein to the contrary, contributions to the Plan may be made without reference to the current or accumulated net earnings or net profit of the Company. The Company intends to maintain the tax-qualified status of the Plan and Trust Fund, but makes no guarantee that it can or will continue to do so. No part of the Trust Fund is to be used for or diverted to purposes other than the Plan, and no part of the Trust Fund may revert to the Employer except as provided in the Plan. The Plan is funded through a Trust Fund intended to be tax-exempt under Section 501(a) of the Code. The effective date of the Plan is July 3, 2001. The Plan was originally established in connection with the spin-off of the Company from Equifax Inc. Pursuant to an Employee Benefits Agreement, dated as of June 30, 2001, between the Company and Equifax, the account balances of certain employees of Equifax Inc. and its related companies who were participants in the Equifax Inc. Employees 401(k) Retirement and Savings Plan as of the Effective Date, and who became or remained employees of Certegy Inc. or its subsidiaries as of the Effective Date shall be transferred to the Plan. As provided for herein, the deferral elections, selection of investment options, designation of beneficiaries and loans made under the Equifax 401(k) Plan prior to the Effective Date shall be carried over and apply for purposes of the Plan after the Effective Date (subject to the applicable change of election rights under the Plan). Except as may be otherwise stated herein, any amendment of the Plan shall apply only to a Participant who is credited with an Hour of Service on or after the effective date of the amendment. The rights and benefits of a Participant who is not credited with an Hour of Service on or after the effective date of the amendment shall be determined in accordance with the terms of the Plan in effect on the date of the Participant's termination of employment with the Employer. ARTICLE I DEFINITIONS ----------- The following words and phrases as used in this Plan shall have the meanings set forth in this Article unless a different meaning is clearly required by the context: 1.1 Account shall mean a separate account which is established and ------- maintained for a Participant (or his Beneficiary) and to which contributions made under this Plan which are allocated to such Participant, if any, and earnings or losses thereon, if any, shall be credited. See Section 5.1 herein. 1.2 Allocation Participant shall, for a Plan Year, mean those ---------------------- Participants: (a) who are employed by any member of the Controlled Group as an Eligible Employee on December 31 in such Plan Year, (b) who terminated employment during such Plan Year (i) as a result of death or after becoming Disabled, (ii) after having attained their Normal Retirement Age, or (iii) after having attained the age of 55 and having completed 5 Years of Vesting Service, or after having attained age 50 with a total age and years of benefit service (as defined in the Certegy Inc. Pension Plan) of 75 or more, or (c) who are on an approved leave of absence on December 31 of such year and who did not receive a distribution of their entire Account during the applicable Plan Year. 1.3 Applicable Compensation shall, with respect to an Employee for a Plan ----------------------- Year, mean the amount of wages, as defined in Code (S) 3401(a), and all other amounts of Compensation which are paid to an Employee and for which the Employer is required to furnish the Employee a written statement under Code (S)(S) 6041(d), 6051(a)(3) and 6052; provided, however, that Applicable Compensation shall not include deferred compensation (either in the Plan Year with respect to which it is earned or in the Plan Year when it is paid), reimbursed expenses (including without limitation travel and entertainment expenses), moving expenses, fringe benefits (including without limitation income relating to a company car), welfare benefits (including without limitation, imputed income from life insurance and severance payments), educational assistance, and, except as provided in the next sentence, contributions to or amounts paid to the Employee from this Plan or any other employee benefit plan; provided, further, that with respect to Highly Compensated Employees only, Applicable Compensation shall not include incentive payments, bonus payments, income from the exercise of stock options or stock appreciation rights or from the vesting of restricted stock, overtime pay and commission pay. In addition, Applicable Compensation also includes any Elective Contributions or any other contributions made by the Employers on behalf of an Employee (but only pursuant to a deferral election) under an employee benefit plan containing a cash or deferred arrangement under Code 1 (S) 401(k) and any amounts which would have been received as cash but for an election to receive benefits under a cafeteria plan meeting the requirements of Code (S) 125. The annual Applicable Compensation of each Employee taken into account in determining contributions under the Plan for any Plan Year shall not exceed $170,000, as adjusted under Code (S) 401(a)(17). If the Plan determines Applicable Compensation for a period of time that contains fewer than 12 calendar months, the above limitation is to be proportionately reduced. 1.4 Beneficiary shall mean any person or persons, including a trust for ----------- the benefit of individuals, last designated in writing by a Participant pursuant to the provisions and conditions of Section 7.2(c), who is or may become entitled to a benefit hereunder. If, at any time, no Beneficiary has been validly designated by the Participant, or the Beneficiary validly designated by the Participant is no longer living or no longer exists, whichever is applicable, then the Participant's Beneficiary shall be deemed to be the Participant's Surviving Spouse, or, if there is no Surviving Spouse the Participant's estate. 1.5 Benefit Commencement Date means, with respect to a payee, the first ------------------------- day on which all events have occurred which entitle the payee to such payee's benefit, in accordance with Treas. Reg. (S)1.401(a)-20(Q&A-10)(b)(1), Code (S)417(f)(2) and Notice 93-26, and determined pursuant to the provisions of Article VII of this Plan. 1.6 Code shall mean the Internal Revenue Code of 1986, as the same may be ---- amended from time to time. 1.7 Committee shall mean the Certegy Group Plans Committee. --------- 1.8 Company shall mean Certegy Inc., its successors and assigns, and any ------- other corporation, partnership or sole proprietorship into which the Company may be merged or consolidated or to which all or substantially all of its assets may be transferred unless such organization indicates in writing that it does not approve of such automatic succession. 1.9 Controlled Group shall mean the Company and any other entity which is ---------------- required to be aggregated with the Company pursuant to Code (S)(S) 414(b), (c), (m) or (o). 1.10 Disabled shall mean, when used to describe a Participant, a -------- Participant who is determined by the Committee to be disabled either under the provisions of the Federal Social Security Act or under the provisions of the group long term disability insurance plan of the Company. 1.11 Effective Date shall mean the date upon which the Plan is effective, -------------- July 3, 2001. 1.12 Election Directive shall mean the means allowed by the Committee by ------------------ which a Participant may elect to make Voluntary Contributions or to have the Employer make Elective Contributions on behalf of such Participant. 1.13 Elective Contributions shall mean Employer contributions that were ---------------------- subject to a cash or deferred election under which a Participant could elect to have the Employer either contribute an amount to this Plan or provide such amount to the Participant in cash or in the form of some other taxable benefit. 2 1.14 Elective Contributions Account shall mean the Account of a ------------------------------ Participant to which are credited any Elective Contributions allocated to the Participant each Plan Year. A Participant's Elective Contributions Account shall be a Nonforfeitable Account. 1.15 Eligible Employee shall mean an Employee (i) who is employed by an ----------------- Employer, and (ii) who is not an Employee or other individual described in subsections (c) through (g) of Section 2.1. See also Section 3.6(j) of Appendix III. 1.16 Employee shall mean a person who performs services for a member of -------- the Controlled Group and who is a common law employee of such Controlled Group member. The term Employee shall also include any Leased Employee of a Controlled Group member, but shall not include any individual who performs services for a Controlled Group member pursuant to a contractual arrangement with another entity but who does not constitute a Leased Employee. 1.17 Employer shall mean the Company and each member of the Controlled -------- Group which become a Participating Employer in this Plan pursuant to Section 10.5 herein. See also Section 7.3(f) of Appendix VII. 1.18 Employer Stock Fund shall mean an investment fund established ------------------- pursuant to Section 5.2(b) that is invested primarily in the common stock of the Company. 1.19 Employment Commencement Date shall mean the date on which an ---------------------------- Employee first performs an Hour of Service (as defined in subsection (a) of Section 1.23) for any member of the Controlled Group; and for Employees as of the Effective Date, for Equifax or any member of the Equifax Controlled Group. 1.20 Equifax shall mean Equifax Inc., a Georgia corporation ------- 1.21 Equifax Controlled Group shall mean Equifax and any other entity ------------------------ which is required to be aggregated with Equifax pursuant to Code (S)(S) 414(b), (c), (m) or (o). 1.22 Equifax 401(k) Plan shall mean the Equifax Inc. Employees 401(k) ------------------- Retirement and Savings Plan in which certain Eligible Employees formerly participated and from which the account balances of certain Eligible Employees were transferred to the Plan. 1.23 Equifax Stock Fund shall mean an investment fund established ------------------ pursuant to Section 5.2(b) that is invested primarily in the common stock of Equifax. 1.24 ERISA shall mean the Employee Retirement Income Security Act of ----- 1974, as the same may be amended from time to time. 1.25 Highly Compensated Employee shall mean the following: --------------------------- (a) An individual shall be a Highly Compensated Employee, if the individual is described under either or both subsection (b) or subsection (c) below. (The italicized words and phrases have the meanings assigned to them in this Section.) 3 (b) An individual is described under this subsection (b) if the individual is performing services during the determination period for the Controlled Group or the Equifax Controlled Group as of calendar year 2000 and: (1) the individual received compensation from the Controlled Group or the Equifax Controlled Group as to calendar year 2000, during the look-back year in excess of $80,000 (adjusted in accordance with subsection (d)) and was a member of the top paid group for that year; or (2) the individual was a 5 percent owner at any time during either or both the look-back year or the determination period. (c) An individual is described under this subsection (c) if the individual was, at one time, an Employee of the Controlled Group or the Equifax Controlled Group as of calendar year 2000 and the individual separated from service (or was deemed to have separated from service pursuant to Treas. Reg. (S) 1.414(q)-1T(Q&A-5)) from the Controlled Group prior to the determination period, such individual performs no service for the Controlled Group or the Equifax Controlled Group as to calendar year 2000 during the determination period, and such individual is a "highly compensated employee" (as defined in Code (S) 414(q)) for either the determination period during which the individual separated from service with the Controlled Group or the Equifax Controlled Group as to calendar year 2000 or any determination period ending on or after the individual's 55th birthday. (d) For purposes of this Section, the applicable dollar amount specified in clause (1) of subsection (b) shall be the applicable dollar amounts prescribed in Code (S) 414(q)(1)(B) and shall be adjusted pursuant to the last sentence of Code (S) 414(q)(1). (e) For purposes of this Section the term determination period shall mean the respective Plan Year specified in subsection (a) above, and the term look-back year shall mean the 12-month period immediately preceding the determination period. (f) In determining who is a Highly Compensated Employee, the following definitions shall apply: (i) Top-paid group shall mean the top 20% of Employees of the -------------- Controlled Group or the Equifax Controlled Group as to calendar year 2000 ranked on the basis of compensation received during the determination period or look-back year, as applicable. For purposes of determining the number of Employees in the top paid group, Employees described in Treas. Reg. (S) 1.414(q)-1T(Q&A-9)(b) are excluded. (ii) 5-percent owner shall mean a 5-percent owner determined --------------- pursuant to Treas. Reg. (S) 1.416-1(T-17) and (T-18). If an individual is a 5-percent owner at any time during a determination period or look- back year, the individual shall be considered a 5-percent owner for such period or year. (iii) Compensation shall mean compensation as defined in Section ------------ 7.3(b) of Appendix VII herein, except that compensation shall include any amount which is contributed by any member of the Controlled Group or the 4 Equifax Controlled Group as to calendar year 2000 pursuant to a salary reduction agreement and which is not includible in the gross income of the Employee under Code (S)(S) 125, 402(e)(3) or 403(b). (g) The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of the Employees in the top paid group, and the compensation that is considered, will be made in accordance with Code (S) 414(q) and the regulations thereunder. 1.26 Hours of Service shall mean those hours calculated in accordance with ---------------- the following provisions: (a) An Employee shall receive credit for an Hour of Service for each hour for which he is paid or entitled to payment by the Employer or, prior to the Effective Date, by any member of the Equifax Controlled Group for the performance of duties. (b) An Employee shall also receive credit for an Hour of Service for each hour for which he is paid or entitled to payment by the Employer or, prior to the Effective Date, by any member of the Equifax Controlled Group on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including short-term disability or a period during which a Participant is Disabled), layoff, jury duty or military duty; provided, however, that: (i) No more than 501 Hours of Service shall be credited because of this subsection (b) to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not said period occurs in a single computation period); (ii) An hour for which an Employee is directly or indirectly paid or entitled to payment on account of a period during which no duties are performed shall not be credited to an Employee if said payment is made or due under a plan maintained solely for the purpose of complying with applicable worker's compensation, unemployment compensation, or disability insurance laws; and (iii) Hours of Service shall not be credited for a payment which reimburses an Employee solely for medical or medically related expenses incurred by the Employee. For purposes of subsection (b), a payment shall be deemed to be made by or due from the Employer or, prior to the Effective Date, by any member of the Equifax Controlled Group, regardless of whether said payment is made by or due from the Employer or, prior to the Effective Date, by any member of the Equifax Controlled Group, directly or indirectly through, among others, a trust fund or insurer to which the Employer or, prior to the Effective Date, by any member of the Equifax Controlled Group, contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate. 5 (c) An Employee shall also receive credit for an Hour of Service for each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or, prior to the Effective Date, by any member of the Equifax Controlled Group, provided that no Hour of Service shall be credited pursuant both to this subsection (c) and subsections (a) or (b) above. Crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in subsection (b) above shall be subject to the limitations set forth in that subsection. (d) In addition to the Service for which an Hour of Service must be credited pursuant to subsections (a), (b) and (c) above, an Employee shall receive credit for an Hour of Service for: (i) Each hour, whether or not said Employee is paid therefor, during which he would otherwise perform an Hour of Service, except for the fact that he is Disabled or on short-term disability pursuant to the Company's or, prior to the Effective Date, Equifax's Short-Term Disability Plan, or on an approved leave of absence in accordance with established Company policy or; prior to the Effective Date, the policy of Equifax provided, however, that the number of hours credited with respect to any period of leave of absence shall not exceed the number that would be credited with respect to a one-year period of service. If he does not return to work on or before the end of his leave, service will be deemed to have terminated as of the beginning of his leave; (ii) Each hour for which an Employee performs no duties due to absence during any military service and without regard to the 501- hour maximum described above, so long as such hours are required to be taken into account under applicable federal law. (e) Each Employee for whom the Employer does not keep records of actual Hours of Service shall be credited with 190 Hours of Service for each month for which said Employee would be required to be credited with at least one Hour of Service, in accordance with this Section and applicable regulations promulgated by the Department of Labor. (f) In determining and crediting to computation periods the number of Hours of Service to be credited to an Employee, the provisions of DOL Reg. (S)(S) 2530.200b-2(b) and 2(c) are incorporated herein by reference. (g) If an Employee is absent from service with the Employer as a result of a maternity/paternity absence, then, the Employee will be credited with Hours of Service under either subsection (d)(i) or this subsection (g), whichever results in the crediting of the greater number of Hours of Service. Under this subsection (g), the Employee will be credited with up to 501 Hours of Service with respect to the period of maternity/paternity absence solely for the purposes of determining whether the Employee incurs a One Year Break in Service for purposes of eligibility to participate and vesting in benefits. Such 501 Hours of Service shall be credited at the rate at which the Employee would have otherwise accrued Hours of Service but for the maternity/paternity absence, provided 6 that, if the Committee is unable to determine the Hours of Service that would have otherwise been credited, such Hours of Service shall be credited at the rate of eight hours for each day of the maternity/paternity absence. Such 501 Hours of Service shall be credited only in the Eligibility Computation Period or Vesting Computation Period, as applicable, in which the Employee's maternity/paternity absence commences if the Employee would have incurred a One Year Break in Service in such Eligibility Computation Period or Vesting Computation Period, as applicable, but for the crediting of the additional Hours of Service. If such Hours of Service (not in excess of 501) are not credited to the Eligibility Computation Period or Vesting Computation Period, as applicable, in which the maternity/paternity absence commences pursuant to the immediately preceding sentence, such Hours of Service shall be credited to the next Eligibility Computation Period or Vesting Computation Period, as applicable, commencing after the maternity/paternity absence commences. For purposes of this subsection, the term "maternity/paternity absence" means an absence from service with the Employer by an Employee if the absence is caused: (i) By reason of the pregnancy of the Employee; (ii) By reason of the birth of a child of the Employee; (iii) By reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee; or (iv) For purposes of caring for such child for a period beginning immediately following such birth orplacement. (h) For purposes of this Section, employment with other members of the Controlled Group shall be considered employment with the Employer. In addition, in the case of a Leased Employee of any member of the Controlled Group, service with such member shall be considered employment with the Employer. In addition, employment with the Equifax Controlled Group prior to the Effective Date shall be considered. 1.27 Leased Employee --------------- (a) Leased Employee shall mean any person (other than a common law employee of a member of the Controlled Group) who pursuant to an agreement between a member of the Controlled Group and any other person ("leasing organization") has performed services for a member of the Controlled Group (or for a member of the Controlled Group and related persons determined in accordance with Code (S) 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under the primary direction and control of the Controlled Group member. Contributions or benefits provided to a Leased Employee by the leasing organization which are attributable to services performed for a member of the Controlled Group shall be treated as provided by a member of the Controlled Group. (b) A Leased Employee shall not, however, be considered an Employee of a member of the Controlled Group if (i) such Employee is covered by a money purchase pension plan of his legal employer providing: (1) a nonintegrated employer contribution 7 rate of at least 10% of compensation (as defined in Section 7.3(b) of Appendix VII), (2) immediate participation, and (3) full and immediate vesting; and (ii) Leased Employees do not constitute more than 20% of the Controlled Group's nonhighly compensated workforce. For purposes of this subsection (b), the term "nonhighly compensated workforce" means the total number of individuals (other than Highly Compensated Employees) who are either Employees of a member of the Controlled Group or Leased Employees of a member of the Controlled Group. 1.28 Matching Elective Contributions shall mean those Employer ------------------------------- contributions which are allocated to Allocation Participants based upon their Elective Contributions in accordance with the provisions of Section 3.1(b). 1.29 Matching Elective Contributions Account shall mean the Account of a --------------------------------------- Participant to which are credited any Matching Elective Contributions allocated to the Participant. A Participant's Matching Elective Contributions Account shall be a Nonforfeitable Account. 1.30 Matching Voluntary Contributions shall mean Employer contributions -------------------------------- which are allocated to Allocation Participants based upon their Voluntary Contributions in accordance with the provisions of Section 3.1(c). 1.31 Matching Voluntary Contributions Account shall mean the Account of a ---------------------------------------- Participant to which are credited any Matching Voluntary Contributions allocated to the Participant. A Participant's Matching Voluntary Contributions Account shall be a Nonforfeitable Account. 1.32 Nonforfeitable Accounts shall mean those Accounts of a Participant ----------------------- which cannot be forfeited under any provision of this Plan, except Section 11.9 of this Plan. 1.33 Normal Retirement Age shall mean age 65. --------------------- 1.34 One-Year Break in Service (or Break in Service) shall mean an ----------------------------------------------- Eligibility Computation Period or Vesting Computation Period during which the Employee does not complete more than 500 Hours of Service with the Employer. 1.35 Participant shall mean an Eligible Employee who has met the ----------- requirements of Article II for participation in this Plan and who is potentially eligible to receive a benefit of any type from this Plan or whose Beneficiaries are potentially eligible to receive a benefit of any type from this Plan, or a former Employee who retains any Account balance in this Plan. An Employee who has made a Rollover contribution to this Plan shall also be considered a Participant, although such an Employee shall not be considered a Participant for purposes of receiving any allocations under any provision of this Plan, until otherwise eligible pursuant to Article II, and shall only be considered a Participant to the extent of such Rollover Contribution. 1.36 Plan shall mean the Certegy Inc. 401(k) Plan, as set forth herein, ---- and all amendments to such plan made from time to time. This Plan is intended to be a profit sharing plan within the meaning of Code (S)401(a) and Treas. Reg. (S) 1.401-1 under which contributions shall be made without regard to current or accumulated profits as permitted by Code 8 (S) 401(a)(27)(A), and which contains a qualified cash or deferred arrangement within the meaning of Code (S) 401(k). 1.37 Plan Year shall mean the 12 consecutive month period for keeping the --------- books and records of the Plan, which shall be the calendar year, commencing on January l, and ending on December 31; provided, that the initial Plan Year will be from the Effective Date through December 31, 2001. 1.38 Qualified Spousal Waiver shall mean a Participant's written election, ------------------------ delivered to the Committee, signed by the Participant's Spouse, and witnessed by a notary public, which consents to the payment of all or a specified part of the Participant's benefit to a named Beneficiary other than the Participant's Spouse, or in a specified form other than a Qualified Joint and Survivor Annuity, in those circumstances where that form of benefit is required absent an election to the contrary and the waiver described in this Section. Such election may not be changed without Spousal consent (unless the consent expressly permits designations by the Participant without further consent of the Spouse). A Participant (but not the Participant's Spouse) may, however, revoke a Qualified Spousal Waiver at any time prior to his Benefit Commencement Date by way of a written signed statement to the Committee and a Qualified Spousal Waiver shall not be effective at any time following delivery of such a revocation to the Committee, provided that such revocation is received by the Committee prior to the Participant's Benefit Commencement Date. If a Participant revokes a Qualified Spousal Waiver, the Participant's benefits shall be payable under the terms and provisions of this Plan as if no Qualified Spousal Waiver had ever been in existence. 1.39 Required Beginning Date shall, with respect to an individual, mean ----------------------- the date on which distribution of the Participant's Account is required to be made or begin in accordance with Appendix V. 1.40 Rollover Contributions shall mean cash contributions, if any, made by ---------------------- an Eligible Employee to the Plan which are described in Code (S)(S) 402(c)(4), 403(a)(4) or 408(d)(3). 1.41 Rollover Contributions Account shall mean the Account of a ------------------------------ Participant to which is credited the Rollover Contributions made by the Participant in a given Plan Year. A Participant's Rollover Contributions Account shall be a Nonforfeitable Account. 1.42 Spouse shall mean the spouse of a Participant who was married to that ------ Participant in a civil or religious ceremony recognized under the laws of the state where the marriage was contracted (subject to the requirements of any applicable federal law relating to the definition of the term "spouse" for purposes of the rules relating to qualified retirement plans under the Code) and whose marriage continued until the earlier of the Participant's Benefit Commencement Date or the Participant's date of death. 1.43 Surviving Spouse shall mean the surviving Spouse of a deceased ---------------- Participant. To the extent required by a qualified domestic relations order, an alternate payee under such order shall be treated as the Surviving Spouse of a deceased Participant. See Section 11.6 herein. 1.44 Trust shall mean the trust accompanying the Plan hereby created. ----- 9 1.45 Trust Agreement shall mean the agreement between the Trustee and the --------------- Company creating the Trust accompanying the Plan. 1.46 Trust Fund shall mean the assets of the Trust held by the Trustee ---------- pursuant to the provisions of the Trust Agreement and the Plan. 1.47 Trustee shall mean the entity, person or persons who have entered ------- into the Trust Agreement with the Company to act as trustee(s) of the assets of the Plan. 1.48 Vesting Computation Period means, for purposes of determining Years -------------------------- of Vesting Service and One-Year Breaks in Service for vesting, the 12- consecutive-month period coincident with the Plan Year. 1.49 Voluntary Contributions shall mean voluntary after-tax Participant ----------------------- contributions made to this Plan. 1.50 Voluntary Contributions Account shall mean the Account of a ------------------------------- Participant to which are credited the Participant's Voluntary Contributions. A Participant's Voluntary Contributions Account shall be a Nonforfeitable Account. 1.51 Year of Vesting Service ----------------------- (a) In General. A Participant shall receive credit for one Year of ---------- Vesting Service for each Vesting Computation Period during which the Participant completes 1,000 Hours of Service. (b) Service with Other Controlled Group Members. For purposes of this ------------------------------------------- Section, an Employee who renders service as a common law employee of another member of the Controlled Group which is not an Employer shall be credited with Hours of Service for those hours that would be credited under the principles of Section 1.22 if the other Controlled Group member was an Employer. In addition, in the case of a Leased Employee of any employing person or entity described in the preceding sentence, employment with such employer shall be considered employment with the Employer, in the event that such a person should ever become a common law employee otherwise eligible to participate in the Plan. (c) Breaks in Service. Any Employee who has 5 consecutive One-Year ----------------- Breaks in Service shall not receive credit for service after such Breaks in Service for purposes of determining such Employee's vested percentage of his Account balances which accrued before such 5-year period. In the case of a Participant who, upon termination of employment, does not have any nonforfeitable right under the Plan to his Account balance derived from Employer contributions, Years of Vesting Service credited to said nonvested Participant prior to termination of employment need not be taken into account upon reemployment if the Participant incurred a number of consecutive One-Year Breaks in Service exceeding the greater of (i) 5 or (ii) the aggregate number of Years of Vesting Service before termination of employment. 10 (d) Separate Accounting. Separate Accounts will be maintained for a ------------------- Participant's pre-break and post-break Forfeitable Accounts to the extent that the Participant's vested percentage in such Accounts could differ by application of the provisions of this Section. (e) No Plan. Service of an Employee during any period for which no ------- member of the Controlled Group maintained this Plan or a predecessor plan shall be disregarded. For purposes of this subsection, whether a member of the Controlled Group maintained a "predecessor plan" shall be determined in accordance with Treas. Reg. (S) 1.411(a)-5(b)(3). 11 ARTICLE II ELIGIBILITY FOR PARTICIPATION ----------------------------- 2.1 Initial Attainment of Participation Status. ------------------------------------------ (a) Employees as of Effective Date. Subject to Sections 2.2 through ------------------------------ 2.5 below, all Employees who are Eligible Employees as of the Effective Date, and who were Participants in the Equifax 401(k) Plan immediately prior to the Effective Date shall participate hereunder as of the Effective Date under the terms and conditions set forth herein. Subject to Sections 2.2 through 2.5 below, all other Employees who are Eligible Employees as of the Effective Date, shall become Participants hereunder as of the Effective Date. All other Employees may become Participants hereunder in accordance with subsection (b) below. (b) Employees after Effective Date. An Employee who is an Eligible ------------------------------ Employee and who is not already a Participant may become a Participant hereunder as of the beginning of the first payroll period during which the Eligible Employee is credited with an Hour of Service. (c) Leased Employees Excluded. Leased Employees shall not be Eligible ------------------------- Employees and shall not be eligible to participate in this Plan while they remain Leased Employees. (d) Nonresident Aliens. Employees who are nonresident aliens and who ------------------ receive no earned income (within the meaning of Code (S) 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code (S) 861(a)(3)) shall not be Eligible Employees and shall not be eligible to participate in this Plan while they remain such. (e) Non-Salaried Employees. Employees who are not classified on the ---------------------- records of the Employer as salaried employees shall not be Eligible Employees and shall not be eligible to participate in this Plan while they remain such. (f) Independent Contractors and Other Non-Employees. Independent ----------------------------------------------- contractors and other individuals under contract with the Employer and classified by the Employer as a non-Employee shall not be eligible to participate in the Plan. If any individual classified by the Employer as an independent contractor or other non-Employee designation is later required by action of the Internal Revenue Service, Department of Labor, or any other governmental agency to be classified as an Employee, such individual shall not be eligible to participate in the Plan prior to such reclassification and, after such reclassification, the individual's participation shall be in accordance with the requirements established by the Employer and the Committee. (g) Employees Covered by Collective Bargaining Agreement. Employees ---------------------------------------------------- whose terms and conditions of Employment are determined by collective bargaining with a union or an affiliate thereof representing such persons and with respect to whom 12 inclusion in the Plan has not been specifically provided for in the collective bargaining agreement shall not be Eligible Employees. 2.2 Reemployment of Former Non-Participant Employees. Any former Employee ------------------------------------------------ who terminated employment with the Controlled Group prior to becoming a Participant hereunder shall, upon being rehired by the Controlled Group as an Employee, receive credit for purposes of Years of Service for all service prior to his separation from service, and may become a Participant in accordance with Section 2.1 above, except that if the date such Employee would become a Participant occurs during the Employee's absence from service, such Employee shall become a Participant immediately upon becoming an Eligible Employee. 2.3 Reemployment of Former Participants. Any former Participant who ----------------------------------- terminated employment with the Controlled Group shall, upon becoming an Eligible Employee, immediately become a Participant hereunder and may begin to make contributions pursuant to Sections 3.1 and 3.2 of this Plan as soon as administratively possible thereafter. 2.4 Transfers to/from Eligible Class. -------------------------------- (a) Exclusion After Participation. A Participant who ceases to be an ----------------------------- Eligible Employee, but who has not ceased to be an Employee, shall not, except as otherwise specifically provided in this Plan, share in any contributions under Section 3.1 of this Plan, and shall not be entitled to make any contributions under Section 3.2 of this Plan from the date of such ineligibility, until such Participant again becomes an Eligible Employee. However, such Participant shall be entitled to benefits in accordance with the other provisions of this Plan and shall continue to earn Years of Vesting Service. (b) Participation After Exclusion. An Employee who has not been an ----------------------------- Eligible Employee but who becomes an Eligible Employee shall become a Participant hereunder as of the later of (i) the date on which the Employee becomes an Eligible Employee, or (ii) as soon as administratively possible following the date on which the Employee satisfies the eligibility requirements set forth in Section 2.1(b) and may begin to make contributions pursuant to Sections 3.1 and 3.2 of this Plan as soon as administratively possible thereafter (but in no event later than 6 months after such date), if the Employee is an Eligible Employee as of such date, and if not, the date the Employee would have become a Participant hereunder under Sections 2.2 or 2.3 above, as applicable. 13 ARTICLE III CONTRIBUTIONS AND ALLOCATIONS ----------------------------- 3.1 Employer Contributions. The Employer shall make contributions to the ----------------------- Plan (all of which are hereby expressly conditioned on their deductibility under Code (S) 404) by making cash payments (or payments of property acceptable to the Trustee if such payments (i) are purely voluntary, (ii) do not relieve the Employer of an obligation to make contributions to this Plan, and (iii) do not constitute prohibited exchanges under ERISA (S) 406(a)(1)(A) or if such payments are described in ERISA (S) 408(e)) to the Trustee in one or more of the following methods: (a) Elective Contributions. ---------------------- (i) Amount. For each Plan Year the Employers shall make ------ Elective Contributions to this Plan in an amount equal to the aggregate Elective Contributions specified by Participants pursuant to their Election Directives, subject to the limitations and restrictions of paragraph (v) below. (ii) Allocation. Elective Contributions specified by a ---------- Participant pursuant to his Election Directive shall, subject to the limitations and restrictions of paragraph (v) below, be allocated to such Participant's Elective Contributions Account. The Participant's salary or wages from the Employer shall be reduced accordingly. (iii) Basic, Plus and Supplemental Elective Contributions. Any --------------------------------------------------- Participant may specify an amount of Elective Contributions which shall not exceed 20% of such Participant's Applicable Compensation for such Plan Year; said Elective Contributions shall consist of Basic Elective Contributions, Plus Elective Contributions and Supplemental Elective Contributions, as follows: (A) To the extent of the first 2% of a Participant's Applicable Compensation in any payroll period, the Elective Contribution shall be deemed to consist of a Basic Elective Contribution. (B) Any Elective Contribution in excess of 2% but not in excess of 6% of a Participant's Applicable Compensation in any payroll period shall constitute a Plus Elective Contribution. (C) Any Elective Contribution in excess of 6% but not in excess of 20% of a Participant's Applicable Compensation in any payroll period shall be deemed to be a Supplemental Elective Contribution. (D) Notwithstanding the above, in the case of a Participant who chooses to make Voluntary Contributions under Section 3.2(a), the sum of the Basic Elective Contributions and the Basic Voluntary Contributions shall not exceed 2% of such Participant's Applicable Compensation received during any payroll period and the sum of a Participant's Plus Elective Contributions and Plus Voluntary Contributions shall not exceed 14 4% of his Applicable Compensation in any payroll period and the sum of the Supplemental Elective Contributions and Supplemental Voluntary Contributions shall not exceed 14% of such Participant's Applicable Compensation received during a payroll period. (E) Notwithstanding any other provision herein, effective as of a date ("Positive Enrollment Effective Date") to be determined by the Committee in accordance with subparagraph (G) below, with respect to an Eligible Employee who is first credited with an Hour of Service on or after the Positive Enrollment Effective Date, or who terminates employment with the Controlled Group prior to the Positive Enrollment Effective Date and then is credited with an Hour of Service on or after that date, such an Eligible Employee shall be deemed to have elected to make a Basic Elective Contribution equal to 2% of the Eligible Employee's Applicable Compensation effective with respect to the earliest practicable payroll period beginning no less than 30 days after the first day on which the Eligible Employee is credited with an Hour of Service, unless during a period of no less than 30 days beginning with the date the Eligible Employee is first credited with an Hour of Service, he or she elects not to make such contribution; provided, however, that such an Eligible Employee may also affirmatively elect to participate as of any practicable earlier payroll period, at a percentage of his Applicable Compensation which is other than 2%. Such a Participant may modify or revise the Elective Contribution election with respect to any payroll period occurring after the applicable payroll period referred to in the preceding sentence. The elections provided for in this paragraph shall be made in accordance with such procedures as may be specified by the Committee. (F) Notwithstanding any other provision herein, effective as of a date ("Additional Positive Enrollment Effective Date") to be determined by the Committee in accordance with subparagraph (G) below (both with respect to an Eligible Employee who is first credited with an Hour of Service on or after the Additional Positive Enrollment Effective Date and with respect to an Eligible Employee who is first credited with an Hour of Service before the Additional Positive Enrollment Effective Date), the Committee may, to be effective no more frequently than once in each Plan Year, adopt a resolution providing that each Eligible Employee who is not as of a specified date an active Participant (and who was not subject to the automatic enrollment provisions of Section 3.1(a)(iii)(E) above with respect to that Plan Year, if applicable) shall be deemed to have elected to make a Basic Elective Contribution equal to 2% of the individual's Applicable Compensation effective with respect to a payroll period specified in the resolution, unless the Eligible Employee elects during a period of no less than 30 days ending on a date specified in a notice to said Eligible Employees not to make such contribution. Such a Participant may modify or revise the Elective Contribution election with respect to any payroll period occurring after the payroll period specified in the 15 resolution. Any elections made pursuant to this paragraph shall be made in accordance with such procedures as may be specified by the Committee. (G) The "Positive Enrollment Effective Date" for purposes of subparagraph (E) above and for purposes of Section 5.2(b)(ii)(A) shall be the date determined by the Committee, in its discretion, as the date on which subparagraph (E) becomes effective. The "Additional Positive Enrollment Effective Date" for purposes of subparagraph (F) above and for purposes of Section 5.2(b)(ii)(A) shall be the date determined by the Committee, in its discretion, as the date on which subparagraph (F) becomes effective. Such dates shall be set forth in resolutions adopted by the Committee. The Committee may establish either a "Positive Enrollment Effective Date" or an "Additional Positive Enrollment Effective Date," or both. The Positive Enrollment Effective Date and the Additional Positive Enrollment Effective Date may be (but are not required to be) the same date. (iv) Procedure for Making Elections. The Committee shall have ------------------------------ complete discretion to adopt and revise procedures to be followed in making Elective Contribution elections, provided that for Participants whose Accounts have been transferred from the Equifax 401(k) Plan to this Plan under Section 3.5, their respective Election Directives under the Equifax 401(k) Plan shall continue to apply for purposes of this Plan unless it is changed by the Participant or otherwise revoked. Such procedures may include, but are not limited to, the manner in which Election Directives may be made, and the deadline for making Election Directives and for requesting a modification or revision of an Elective Contribution election; provided, however, that no election may be made to defer as an Elective Contribution any amount of Compensation that has already been paid to a Participant. Any procedures adopted by the Committee shall be communicated to Participants. (v) Other Limitations Concerning Elective Contributions. In --------------------------------------------------- addition to the other conditions and limitations set forth in this Plan, Elective Contributions which may, for a Plan Year, be otherwise made by a Participant and allocated to his Account shall not be permitted, in the case of each Highly Compensated Participant, if they would cause the Plan to fail the nondiscrimination requirements specified in Appendix III for such Plan Year, and, in the case of each Participant, if they would cause the Plan to fail to satisfy the limitations of Appendices II or VII for such Plan Year. The Committee shall have complete discretion to limit Elective Contributions at any time during the Plan Year, consistent with applicable law, so that the requirements and limitations specified in Appendices II, III and VII will be met. 16 (b) Matching Elective Contributions. -------------------------------- (i) Amount. For each Plan Year, the Employers shall make ------ Matching Elective Contributions to this Plan in an amount which is at least equal to the aggregate of 100% of each Allocation Participant's Basic Elective Contributions. The Company may make additional Matching Elective Contributions for each Plan Year in a percentage, to be determined by the Company, of each Allocation Participant's Plus Elective Contributions (to the extent that the sum of those contributions and the Participant's Basic Elective Contributions do not exceed 6% of the Allocation Participant's Applicable Compensation) through the action of the Board or its designee, subject to the provisions of subsection (iii) below. Matching Elective Contributions shall be made to the Plan after the end of the Plan Year or at such other times as may be determined by the Company. (ii) Allocation. Matching Elective Contributions for a Plan ---------- Year shall be allocated to each Allocation Participant's Matching Elective Contributions Account as of the end of the Plan Year in accordance with the formula set forth in the preceding paragraph. (iii) Other Limitations Concerning Matching Elective ---------------------------------------------- Contributions. In addition to the other conditions and limitations set ------------- forth in this Plan, Matching Elective Contributions which are, for a Plan Year, allocated to the Matching Elective Contributions Account of a Participant who is a Highly Compensated Employee, and which cause the Plan to fail the nondiscrimination requirements specified in Appendix III for such Plan Year shall be corrected pursuant to the provisions of Appendix III. Furthermore, in the case of each Participant, no Matching Elective Contributions shall be allocated to a Participant's Matching Elective Contributions Account which would cause the Plan to fail to satisfy the limitations of Appendices II or VII. (c) Matching Voluntary Contributions. --------------------------------- (i) Amount. For each Plan Year, the Employer shall make ------ Matching Voluntary Contributions to this Plan in an amount equal to the aggregate of 100% of each Allocation Participant's Basic Voluntary Contributions made during the Plan Year (excluding any Voluntary Contributions that are withdrawn under Section 7.10 during the Plan Year). The Company may make additional Matching Voluntary Contributions in a percentage to be determined by the Company, of each Allocation Participant's Plus Voluntary Contributions (to the extent that the sum of those contributions and the Participant's Basic Elective Contributions do not exceed 6% of the Allocation Participant's Applicable Compensation) made during the Plan Year (excluding any Voluntary Contributions that are withdrawn under Section 7.10 during the Plan Year) through the action of the Board or its designee, subject to the provisions of subsection (iii) below. Matching Voluntary Contributions shall be made to the 17 Plan after the end of the Plan Year or at such other times as may be determined by the Company. (ii) Allocation. Matching Voluntary Contributions for a Plan ---------- Year shall be allocated to each Allocation Participant's Matching Voluntary Contributions Account in accordance with the formula set forth in the preceding paragraph. (iii) Other Limitations Concerning Matching Voluntary ----------------------------------------------- Contributions. In addition to the other conditions and limitations set ------------- forth in this Plan, Matching Voluntary Contributions which are, for a Plan Year, allocated to the Matching Voluntary Contributions Account of a Participant who is a Highly Compensated Employee, and which cause the Plan to fail the nondiscrimination requirements specified in Appendix III for such Plan Year shall be corrected pursuant to the provisions of Appendix III. Furthermore, in the case of each Participant, no Matching Voluntary Contributions shall be allocated to a Participant's Matching Voluntary Contributions Account which would cause the Plan to fail to satisfy the limitations of Appendix VII. In no event shall the aggregate contributions made by the Employer under this Section and Appendix I exceed the amount deductible under Code (S) 404. All allocations to be made under this Section shall be subject to the provisions of Appendix VI, if applicable. 3.2 Employee Contributions. ---------------------- (a) Voluntary Contributions. ----------------------- (i) Voluntary Contribution Elections. Each Participant may, -------------------------------- subject to the limitations and restrictions of paragraph (v) below, elect through Election Directives to make Voluntary Contributions to the Plan equal to a percentage of his or her Applicable Compensation. Such contributions, if any, shall be maintained in a separate Voluntary Contributions Account for the Participant. (ii) Basic, Plus and Supplemental Voluntary Contribution --------------------------------------------------- Percentages. Any Participant may specify an amount of Voluntary ----------- Contributions which shall not exceed 6% of such Participant's Applicable Compensation received during such Plan Year, said Voluntary Contributions shall consist of Basic Voluntary Contributions, Plus Voluntary Contributions and Supplemental Voluntary Contributions, as follows: (A) To the extent of the first 2% of a Participant's Applicable Compensation in any payroll period, the Voluntary Contribution shall be deemed to consist of a Basic Voluntary Contribution. (B) Any Voluntary Contribution in excess of 2%, but not in excess of 6%, of a Participant's Applicable Compensation in any payroll period shall constitute a Plus Voluntary Contribution. 18 (C) Any Voluntary Contribution in excess of 6% but not in excess of 20% of a Participant's Applicable Compensation in any payroll period shall be deemed to be a Supplemental Voluntary Contribution. (D) Notwithstanding the above, in the case of a Participant who chooses to have the Employer make Elective Contributions on his behalf under Section 3.1, the sum of the Basic Elective Contributions and the Basic Voluntary Contributions shall not exceed 2% of such Participant's Applicable Compensation received during any payroll period and the sum of a Participant's Plus Elective Contributions and Plus Voluntary Contributions shall not exceed 4% of his Applicable Compensation in any payroll period and the sum of the Supplemental Elective Contributions and Supplemental Voluntary Contributions shall not exceed 14% of such Participant's Applicable Compensation received during a payroll period. (iii) Procedure for Making Elections. The Committee shall have ------------------------------ complete discretion to adopt and revise procedures to be followed in making Voluntary Contribution elections, provided that for Participants whose Accounts have been transferred from the Equifax 401(k) Plan to this Plan under Section 3.5, such Participants' respective Voluntary Contribution elections under the Equifax 401(k) Plan shall continue to apply for purposes of this Plan unless it is changed by the Participant or otherwise revoked. Such procedures may include, but are not limited to, the manner in which Election Directives may be made, and the deadline for making Election Directives and for requesting a modification or revision of a Voluntary Contribution election. Any procedures adopted by the Committee shall be set forth in writing and communicated to Participants. (iv) Supplemental Voluntary Lump Sum Contributions. No --------------------------------------------- supplemental lump sum Voluntary Contributions shall be permitted; provided, however, a separate Account to reflect any Supplemental Voluntary Lump Sum Contributions made by a Participant under the Equifax 401(k) Plan and transferred to this Plan as of the Effective Date shall be maintained as provided in Section 5.1(i). (v) Other Limitations Concerning Voluntary Contributions. In ---------------------------------------------------- addition to the other conditions and limitations set forth in this Plan, Voluntary Contributions which may, for a Plan Year, be allocated to a Participant's Voluntary Contributions Account shall not be permitted, in the case of each Participant who is a Highly Compensated Employee, if they would cause the Plan to fail the nondiscrimination requirements specified in Appendix III for such Plan Year, and, in the case of each Participant, if they would cause the Plan to fail to satisfy the limitations of Appendix VII for such Plan Year. The Committee shall have complete discretion to limit Voluntary Contributions at any time during a Plan Year, consistent with applicable law, so that the requirements and limitations specified in Appendices III and VII will be met. 19 (b) Rollover Contributions. Each Eligible Employee may, subject to ---------------------- the consent of the Committee based on satisfying the requirements of this subsection, make one or more Rollover Contributions which shall be allocated to the Eligible Employee's Rollover Contribution Account if the Rollover Contribution consists solely of cash and is: (i) all or any portion of a distribution which is an "eligible rollover distribution" within the meaning of Code (S) 402(c)(4); (ii) a distribution which is described in Code (S) 408(d)(3); or (iii) all or any portion of a distribution which is a rollover amount described in Code (S) 403(a)(4). The Committee shall have the right to reject any Rollover Contribution which it determines in its sole judgment does not qualify under the above- referenced provisions. Any Rollover Contributions accepted by the Committee shall be promptly remitted to the Trustee to be held in a Rollover Contributions Account for the Eligible Employee's sole benefit, and shall be subject to all of the terms and provisions of this Plan. 3.3 Return of Contributions. All contributions made to the Trustee shall ----------------------- be irrevocable except as follows: (a) Mistake of Fact. If an Employer contribution is made by an --------------- Employer under a mistake of fact, the amount of such contribution described in subsection (c) below shall be returned to the Employer within one year after the payment of said contribution. (b) Deductibility Condition. All contributions of the Employer made ----------------------- to this Plan are hereby expressly conditioned on their deductibility under Code (S) 404; if an Employer contribution is disallowed as a deduction under Code (S) 404, the amount of the contribution described in subsection (c) below may be returned to the Employer within one year after the disallowance of the deduction. (c) Amount Returned. For purposes of subsections (a) and (b) above, --------------- the amount which may be returned to the Employer is the excess of (i) the amount contributed over (ii) the amount that would have been contributed had there not occurred a mistake of fact or a mistake in determining the deduction. Earnings attributable to such amount will not be returned to the Employer, but losses attributable thereto will reduce the amount so returned. 3.4 Prompt Remittance of Contributions. Elective Contributions and ---------------------------------- Voluntary Contributions made by or for a Participant shall be transmitted by his Employer to the Trustee as soon as practicable, but in any event not later than 15 business days after the end of the calendar month (or such other time period as may be permitted by applicable law) in which such contributions are withheld or would otherwise have been paid to the Participant. 3.5 Prior Plan Contributions. The Trustee is authorized and directed to ------------------------ accept a direct transfer of assets to the Plan from the Trustee of the Equifax 401(k) Plan on behalf of each 20 individual who was, on the day prior to the Effective Date, a participant in the Equifax 401(k) Plan and who is on the Effective Date an active employee of an Employer; provided that the transfer meets the requirements of Code (S)(S) 401(a)(12), 414(1) and 411(d)(6), and the regulations promulgated thereunder and that the transfer will result in a continuing deferral of taxation on the amounts transferred to the Plan. 21 ARTICLE IV VESTING IN ACCOUNTS ------------------- All amounts allocated to a Participant's Accounts shall at all times be and remain 100% vested and nonforfeitable, except as provided in Section 11.9. 22 ARTICLE V ACCOUNTS AND INVESTMENTS ------------------------ 5.1 Separate Accounts. The Committee shall maintain separate Accounts for ----------------- each Participant to reflect each such Participant's interest in the Plan attributable to each of the following: (a) Basic Elective Contributions, if any, under Sections 1.13 and 3.1(a)(iii)(A) of this Plan. (b) Plus Elective Contributions, if any, under Section 3.1(a)(iii)(B) of this Plan. (c) Matching Elective Contributions, if any, as defined in Section 1.25 of this Plan. (d) Supplemental Elective Contributions, if any, under Section 1.13 and 3.1(a)(iii)(B) of this Plan. (e) Basic Voluntary Contributions, if any, under Sections 1.51 and 3.2(a)(ii)(A) of this Plan. (f) Plus Voluntary Contributions, if any, under Section 3.2(a)(ii)(B) of this Plan. (g) Matching Voluntary Contributions, if any, as defined in Section 1.27 of this Plan. (h) Supplemental Voluntary Contributions, if any, under Sections 1.51 and 3.2(a)(ii)(B) of this Plan. (i) Supplemental Voluntary Lump Sum Contributions, if any, under Sections 1.51 and 3.2(a)(iv) of this Plan. (j) ESOP Accounts, under Section 8.7 of Appendix VIII. (k) Rollover Contributions, if any, as defined in Section 1.42 of this Plan. See also Section 1.2 of Appendix I with respect to additional accounts which may apply in special circumstances. 5.2 Investment of Trust Fund. ------------------------ (a) General Rule. The Trust Fund, and all contributions thereto made ------------ under this Plan, shall be invested by the Trustee who shall have exclusive authority and discretion to manage and control the Trust Fund pursuant to the terms of the Trust 23 Agreement, subject to any investment directions provided for under subsection (b) below, and made by the appropriate party as indicated in such subsection. (b) Investment Funds. ---------------- (i) Establishment of Funds. The Committee may direct the ---------------------- Trustee to establish one or more funds for the investment of the assets of the Trust Fund, which provide in the aggregate materially different risk and return characteristics, including without limitation an Employer Stock Fund and an Equifax Stock Fund, and the Trustee shall establish such funds and follow the investment requirements set forth below. Subject to the provisions of the Employee Benefits Agreement, the Committee may discontinue and liquidate the Equifax Stock Fund in the manner determined by the Committee and provide for the reinvestment of amounts held in such fund. (ii) Investment of Contributions. ---------------------------- (A) Automatic Investment. All amounts in a Participant's -------------------- Discretionary Contributions Account (as defined in Section 1.3(b) of Appendix I), ESOP Account, Matching Elective Contributions Account, and Matching Voluntary Contributions Account (to the extent that a Participant's interest under the Plan includes any of such Accounts) shall automatically be invested initially in the Employer Stock Fund provided, however, that amounts transferred to this Plan pursuant to Section 3.5 which were invested in the Equifax Stock Fund under the Equifax 401(k) Plan shall be transferred to the Employer Stock Fund or the Equifax Stock Fund under this Plan, depending upon which company's stock is being transferred, and shall be held and invested as provided in this subsection (A) and in subsection (B) below and any other applicable provisions of this Plan or the Trust. In addition, effective as of the Positive Enrollment Effective Date, or as of the Additional Positive Enrollment Effective Date, whichever occurs first, in the case of a Participant who is deemed under Section 3.1(a)(iii)(E) or 3.1(a)(iii)(F) to have elected to make a Basic Elective Contribution equal to 2% of the Participant's Applicable Compensation, such a Participant's Basic Elective Contributions shall be divided into two equal parts and one-half of the Basic Elective Contributions shall be invested initially in the Fidelity Retirement Government Money Market Portfolio (or in a successor investment fund under the Plan with a comparable investment approach), and one-half of the Basic Elective Contributions shall be invested initially in the Employer Stock Fund; provided, however, that such a Participant may change the investment election with regard to such automatic contributions in accordance with Section 5.2(b)(ii)(B) below, at any time after the Basic Elective Contribution has been credited to the Participant's Account. 24 (B) Investment Direction. Each Participant, Beneficiary -------------------- or alternate payee may direct the investment of his Elective Contributions Account (consisting of Basic Elective Contributions, Plus Elective Contributions and Supplemental Elective Contributions), Voluntary Contributions Account (consisting of Basic Voluntary Contributions, Plus Voluntary Contributions, and Supplemental Voluntary Contributions, and Supplemental Voluntary Lump Sum Contributions), and Rollover Contributions Account, if any, among the funds established pursuant to paragraph (i) above as such funds may be changed from time to time, provided that for Participants whose Accounts have been transferred from the Equifax 401(k) Plan to this Plan under Section 3.5, their respective investment directions under the Equifax 401(k) Plan shall continue to apply for purposes of this Plan unless it is changed by the Participant or otherwise revoked (subject to the Employee Benefits Agreement). In addition, after the initial investment described in subparagraph (A) above in the Equifax Stock Fund upon transfer of amounts from the Equifax 401(k) Plan, each Participant, Beneficiary or alternate payee may direct the investment of amounts in the Discretionary Contributions Account, ESOP Account, Matching Elective Contributions Account, and Matching Voluntary Contributions Account that are invested in the Equifax Stock Fund to the same funds provided under paragraph (i) above. Notwithstanding anything herein to the contrary, Participants shall not, other than the amounts transferred to this Plan pursuant to Section 3.5 hereof, be permitted to direct the investment of any part of their Account in the Equifax Stock Fund and any earnings on amounts in the Equifax Stock Fund shall not be invested in the common stock of Equifax. The Committee shall establish, and may alter at any time, rules, procedures and limitations which shall govern such Participant direction of investments and the timing thereof, and shall provide all necessary forms and instructions to Participants. Such rules, procedures and limitations may restrict the frequency and timing of such Participant directions. Such rules and procedures shall be communicated to Employees. (C) ERISA (S) 404(c). The provisions of this Section 5.2 ---------------- shall be applied in a manner consistent with United States Department of Labor Regulations (S) 2550.404c-1 (or any future such regulations of the United States Department of Labor) so that this Plan shall be an ERISA (S) 404(c) plan. (iii) Income or Loss. Any Account or portion thereof of a -------------- Participant which is invested under paragraph (ii) above in a certain fund shall only share in the gains or losses of such fund, and shall not share in the gains or losses of any other Trust Fund investment. (iv) Expenses. Any Account or portion thereof of a Participant -------- which is invested pursuant to the Participant's directions under paragraph (ii) above may be charged for the reasonable expenses of such directed investing. 25 5.3 Trustee's Reliance. The Trustee may rely and act upon any ------------------ certificate, notice or direction (including notices and directions given electronically, if the Plan's administrative procedures provide for such notices or directions) of the Company, an Employer, the Committee, investment manager, Participant or Beneficiary, or a person authorized to act on behalf of such person, that the Trustee reasonably believes to be genuine and to have been given by the person or persons duly authorized to give such certificate, notice or direction. The Trustee may continue to rely upon such certificate, notice or direction until otherwise notified in accordance with the provisions of the Plan and the administrative procedures under the Plan. 26 ARTICLE VI VALUATION OF PARTICIPANTS' ACCOUNTS ----------------------------------- The value of a Participant's Accounts at any time shall be equal to the aggregate value of the assets in such Accounts as they are invested as of such time, and said values shall be determined daily or at such other times as may be determined by the Committee. The Trustee or the Committee may adopt valuation procedures for equitably valuing investments of a Participant's Accounts, and any such procedures shall be communicated to Employees. 27 ARTICLE VII PAYMENT OF BENEFITS ------------------- 7.1 Time of Payment of Benefits. If a Participant's employment with all --------------------------- members of the Controlled Group is terminated for any reason other than death, including becoming Disabled, retiring, or otherwise, the Participant shall receive or commence receiving the entire vested amount in his Plan Accounts (his "Benefit Amount") determined pursuant to the provisions of Section 7.4 in accordance with the following: (a) General Rule. Except as provided in subsections (b) through (f) ------------ below, the Participant's Benefit Amount shall be paid (or distribution shall commence) in a form chosen by the Participant in accordance with Section 7.3 herein as soon as administratively practicable following the later of (1) the date the Participant attains his Normal Retirement Age or (2) the date the Participant terminates employment with all members of the Controlled Group; provided, however, the Benefit Amount shall be paid (or distribution shall commence) no later than the Required Beginning Date. (b) Later Distribution. Notwithstanding subsection (a) above, the ------------------ Participant may elect that his Benefit Amount be paid (or distribution shall commence) in a form chosen by the Participant in accordance with Section 7.3 as soon as administratively practicable following any later date selected by the Participant; provided, however, that the Benefit Amount shall be paid (or distribution shall commence) no later than the Required Beginning Date. (c) Consent to Earlier Distribution. Notwithstanding subsection (a) ------------------------------- above, the Participant may elect that his Benefit Amount be paid (or that distribution shall commence) as soon as administratively practicable following the date the Participant terminates employment with all members of the Controlled Group, in a form chosen by the Participant in accordance with Section 7.3. (d) Automatic Cash-Outs. Notwithstanding subsections (a) through (c) ------------------- above, if the value of the Participant's Benefit Amount does not exceed $5,000 on the date of the Participant's termination of employment, the Participant's Benefit Amount shall automatically be paid as soon as administratively practicable following the date of the Participant's termination of employment with all members of the Controlled Group, in the form of a single lump sum distribution. For purposes of the preceding sentence, if the value of the Participant's Benefit Amount is zero, the Participant shall be deemed to receive a distribution of such benefit under this paragraph. (e) Benefits Accrued After Required Beginning Date. If a Participant ---------------------------------------------- has received all or a part of his Benefit Amount under the preceding provisions of this subsection because his Required Beginning Date occurred prior to his termination of employment with all members of the Controlled Group, then the Participant shall receive the appropriate amount, determined in accordance with Appendix V, of any subsequent Account balances which he may accrue during any Plan Year under this Plan in accordance with the provisions of Appendix V. 28 (f) Notwithstanding any other provision herein, a Participant who has attained Normal Retirement Age (as defined in Section 1.29) and who continues in employment with a member of the Controlled Group may elect to receive a distribution of all or a part of his Benefit Amount. The Trustee shall disburse the distribution as soon as administratively practicable after the date of the Committee's receipt from the Participant of an application for the distribution, in such form as the Committee may require. Notwithstanding any provision of this Plan to the contrary, distribution of a Participant's Benefit Amount must satisfy the provisions of Appendix V. A Participant's employment with all members of the Controlled Group will be considered to have "terminated", for purposes of this Section 7.1, if the Participant is no longer employed by a member of the Controlled Group as a result of (i) a sale or other transfer to an unrelated entity or individual of the Company's (or another Controlled Group member's) interest in a subsidiary, provided that the Participant continues to be employed by such subsidiary following the sale or other transfer, or (ii) a sale or other transfer to an unrelated acquiring corporation of substantially all of the assets used by the Company or another member of the Controlled Group in a trade or business provided that the Participant continues employment with the corporation acquiring such assets; provided that after the transaction referred to in (i) or (ii) above, the Participant's employer is not the sponsor of, or a participating employer in, this Plan, and the Participant receives a distribution in the form of a single lump sum in accordance with Section 7.3. The provisions of the preceding sentence shall be interpreted in accordance with the requirements of Code (S) 401(k)(2)(B) and any applicable regulations promulgated thereunder. 7.2 Benefits Upon Death. ------------------- (a) Death Before Benefit Commencement Date. In the event of the -------------------------------------- death of a Participant prior to his Benefit Commencement Date, the Beneficiary of the Participant shall receive or commence receiving all or the applicable portion of the entire vested amount in the Participant's Plan Accounts designated for such Beneficiary under subsection (c) below (such Beneficiary's "Benefit Amount") determined pursuant to the provisions of Section 7.4 in accordance with the following: (i) General Rule. Except as provided in paragraphs (ii) and ------------ (iii) below, the Beneficiary's Benefit Amount shall be paid as soon as administratively practicable following the date of the Participant's death and receipt by the Committee of proof thereof, in a form chosen by the Beneficiary in accordance with Section 7.3 herein. (ii) Later Distribution. Notwithstanding paragraph (i) above, ------------------ the Beneficiary may elect that his Benefit Amount be paid as soon as administratively practicable following any later date elected by the Beneficiary (but not later than 29 the date 5 years after the date of death of the Participant), in a form chosen by the Beneficiary in accordance with Section 7.3. A Beneficiary's election of a later date under this paragraph (ii) must be made within an administratively reasonable time prior to the distribution date selected by the Beneficiary under this paragraph. Furthermore, a Beneficiary's election of a later date under this paragraph must be made within an administratively reasonable time after the date of the Participant's death and receipt by the Committee of proof thereof. (iii) Automatic Cash-Outs. Notwithstanding paragraphs (i) and ------------------- (ii) above, if the value of such Benefit Amount does not exceed $5,000 on the date of the Participant's termination of employment, the Beneficiary's Benefit Amount shall automatically be paid as soon as administratively practicable following the Participant's death and receipt by the Committee of proof thereof, in the form of a single lump sum distribution. For purposes of the preceding sentence, if the value of the Participant's Benefit Amount is zero, the Beneficiary shall be deemed to receive a distribution of such benefit under this paragraph. (b) Death On or After Benefit Commencement Date. In the event of the ------------------------------------------- death of a Participant on or after his Benefit Commencement Date, then there shall be no benefit for any Beneficiary of the Participant, except as provided in an Appendix to this Plan. (c) Designation of Beneficiary. -------------------------- (i) General Rules. The Beneficiary of a Participant with ------------- respect to the entire vested amount in the Participant's Accounts remaining at the Participant's death shall be determined in accordance with Section 1.4 of this Plan, unless the Participant has designated a Beneficiary or Beneficiaries, which the Participant may designate pursuant to the provisions of Section 1.4 and this Section 7.2(c)(i), provided that for Participants whose Accounts have been transferred from the Equifax 401(k) Plan to this Plan under Section 3.5, their respective beneficiary designations under the Equifax 401(k) Plan shall continue to apply for purposes of this Plan unless it is changed by the Participant or otherwise revoked. However, no Beneficiary designated by the Participant shall be valid unless either (1) the Participant has no Surviving Spouse (or such Spouse cannot be located), or (2) the Surviving Spouse of the Participant has consented to such designation pursuant to a Qualified Spousal Waiver. (ii) Designation of Multiple Beneficiaries. A Participant may, ------------------------------------- consistent with paragraph (i) above, designate more than one Beneficiary and, for each such Beneficiary, may designate a percentage of the entire vested amount in his Accounts to which such Beneficiary should become entitled (such Beneficiary's "Benefit Amount") upon the Participant's death. Each such Beneficiary shall be entitled to receive his Benefit Amount determined pursuant to Section 7.4 in accordance with the provisions of subsections (a) and (b) above. Unless otherwise specified by the Participant, any designation by the Participant of multiple Beneficiaries shall be interpreted as a designation by the Participant 30 that each such Beneficiary (if alive as of the Participant's date of death, and if not, then the contingent Beneficiary under paragraph (iii) below of such Beneficiary) should be entitled to an equal percentage of the Participant's vested Account balances upon the Participant's death. (iii) Contingent Beneficiaries. A Participant may designate ------------------------ contingent Beneficiaries to receive a Beneficiary's Benefit Amount in the event such Beneficiary should predecease the Participant; otherwise, in the event a Beneficiary predeceases the Participant, then the person or those persons specified in Section 1.4 of the Plan shall be deemed to be the Beneficiary with respect to such deceased Beneficiary's Benefit Amount, and shall receive the Benefit Amount to which such Beneficiary would have been entitled hereunder under this Section 7.2. (d) Required Distributions and Forms of Payment. Notwithstanding any ------------------------------------------- provision of this Plan to the contrary, distribution of a Beneficiary's Benefit Amount must satisfy the provisions of Appendix V. 7.3 Form of Payment of Benefits. Except as otherwise provided herein, --------------------------- depending upon the Participant's or Beneficiary's Benefit Commencement Date and the timing and manner of the Participant's termination of employment, the Participant or Beneficiary will receive benefits available under this Plan in a single lump sum payment in cash, provided that the Participant may elect to receive all or any portion of the amount credited to his account in the Employer Stock Fund in shares of common stock of the Company and all or any portion of the amount credited to his account in the Equifax Stock Fund in shares of common Stock of Equifax. To the extent that a Participant fails to elect in a timely manner the form of payment of his Benefit from this Plan and the benefit must commence, the Participant will have been deemed to have elected a single lump sum cash distribution. Any method or methods of distribution chosen by a Participant or Beneficiary must satisfy the requirements of Appendix V. See also Appendices IV and VIII through XVII. 7.4 Valuation of Accounts for Payments. The amount distributed to the ---------------------------------- Participant or Beneficiary shall be determined using the Participant's or Beneficiary's Benefit Amount valued as of the business day preceding the date of distribution. To the extent that a distribution is made in the form of Company (or Equifax) common stock, such distribution shall consist of the whole number of shares of Company (or Equifax) common stock which may be purchased by such assets as of the actual date such assets are liquidated and cash in lieu of fractional shares. 7.5 Code (S)401(a)(14) Requirement. Unless a Participant consents to ------------------------------ later payment, the payment of benefits under the Plan to the Participant shall begin not later than the 60th day after the close of the Plan Year in which the latest of the following events occurs: (a) The attainment by the Participant of age 65; (b) The 10th anniversary of the date on which the Participant commenced participation in the Plan; or (c) The termination of the Participant's service with the Controlled Group. 31 7.6 Code (S)411 (a)(11) Consent Requirements. ---------------------------------------- (a) In General. Notwithstanding any provision of this Plan to the ---------- contrary (including Section 7.5), unless one of the exceptions in subsection (c) below is satisfied, no distribution may be made or commence to a Participant unless the Participant has been provided the notification required under subsection (b) below at the time and in the manner indicated in such subsection, and has consented in writing to the distribution after receiving such notification, with such consent being given no more than 90 days prior to his Benefit Commencement Date, except as provided in Notice 93-26. To the extent permitted by applicable law, such consent may be given by telephone or other electronic means of communication if the Plan's administrative procedures provide for the giving of consent by such means. (b) Notification. The Committee shall notify the Participant of the ------------ right, if any, to defer any distribution. Such notification shall include a general description of the material features, and an explanation of the relative values of, the optional forms of benefit available, if any, under the Plan and shall inform the Participant of his right to defer receipt of the distribution, and shall be provided (by mail, posting or personal delivery) no less than 30 days and no more than 90 days prior to his Benefit Commencement Date; provided, however, that a Participant may waive the right to receive the notice no less than 30 days prior to the Benefit Commencement Date; provided, further, that a Participant shall have the opportunity to consider the decision of whether or not to elect a distribution for at least 30 days after the notice is provided; provided, further, that the Committee shall provide information to the Participant clearly indicating that the Participant has the right to the 30-day period for making the decision. (c) Exceptions. This Section shall not be applicable to the following ---------- distributions: (i) Cash-Outs. If the value of a Participant's entire vested --------- Account balances does not exceed $5,000 on the date of the Participant's termination of employment, this Section shall not be applicable to a distribution of such entire vested Account balances as a single lump sum. (ii) Immediately Distributable. If a distribution is made on or ------------------------- after the Participant's attainment of his Normal Retirement Age, this Section shall not be applicable to such distribution. (iii) Beneficiaries. If a distribution is made to an alternate ------------- payee pursuant to a qualified domestic relations order or to any other Beneficiary, this Section shall not be applicable to such distribution. (iv) Code (S)(S) 401(a)(9) and 415. If a distribution is ----------------------------- required to satisfy the provisions of Article VII (Code (S) 415 limitation on allocations) or V (Code (S)401(a)(9) required distribution rules), this Section shall not be applicable to such distribution. 32 (v) Plan Termination. If a distribution is made to the ---------------- Participant upon termination of this Plan and no member of the Controlled Group maintains any other defined contribution plan (other than an employee stock ownership plan as defined in Code (S) 4975(e)(7)), this Section shall not be applicable to such distribution if this Plan does not offer an annuity option (purchased from a commercial provider). (d) Application to Plan Provisions. To the extent that a distribution ------------------------------ is required by the terms and provisions of this Plan, but this Section is applicable to the distribution and the distribution therefore cannot be made, such distribution shall, except as otherwise provided, be made as soon as administratively practicable following the date that this Section is no longer applicable to the distribution. 7.7 Code (S) 401(k)(2)(B) Restrictions. Notwithstanding any provisions of ---------------------------------- this Plan to the contrary, a Participant's Elective Contributions Account shall not be distributed prior to the earliest to occur of: (a) the Participant's "separation from service" (as defined in Rev. Ruls. 79-336 and 81-141, and any subsequent guidance issued by the Internal Revenue Service), retirement, death or disability; (b) the Participant's attainment of age 59-1/2; (c) the Participant's incurrence of a "hardship" (within the meaning of Treas. Reg. (S) 1.401(k)-1(d)(2)(iv)); (d) the termination of the Plan without establishment or maintenance by the Employer of a successor plan (within the meaning of Treas. Reg. (S) 1.401(k)-1(d)(3)); (e) if the Employer is a corporation, the date of the sale or other disposition by the Employer of the Participant to an unrelated corporation of substantially all the assets used by the Employer in a trade or business (within the meaning of Treas. Reg. (S) 1.401(k)-1(d)(4)); or (f) if the Employer is a subsidiary of a corporation, the date of the sale or other disposition by such corporation of its interest in the Employer of the Participant to an unrelated entity or individual (within the meaning of Treas. Reg. (S) 1.401(k)-1(d)(4)). For purposes of subsections (e) and (f) above, the selling corporation must maintain this Plan after the sale or other disposition, the Participant must continue employment with the asset purchaser or subsidiary (as applicable), and, for purposes of subsections (d), (e) and (f) above, the distribution must be a lump sum distribution meeting the requirements of Treas. Reg. (S) 1.401(k)- 1(d)(5). The provisions of this Section shall be interpreted in accordance with the requirements of Code (S)401(k)(2)(B) and any regulations promulgated thereunder. 7.8 Payments to Alternate Payees. See Section 11.6(b)(iii) for special ---------------------------- provisions which are applicable to payments to an alternate payee under a qualified domestic relations order. A qualified domestic relations order may not provide an alternate payee with a death 33 benefit from this Plan except to the extent consistent with Section 7.2 and, if applicable, except to the extent such order requires that the alternate payee be treated as the Participant's Surviving Spouse. 7.9 Withdrawals of Elective Contributions. ------------------------------------- (a) General Rules. A Participant may apply to the Committee for a ------------- hardship distribution of all or a portion of such Participant's Elective Contributions Account balance, including only earnings on Elective Contributions credited to the Participant's Elective Contributions Account as of December 31, 1988, if any, and transferred to this Plan from the Equifax 401(k) Plan pursuant to Section 3.5 hereof. A hardship distribution will be made to the Participant only if the Committee determines that the Participant (A) has an immediate and heavy financial need under subsection (b) below and (B) the distribution is necessary to satisfy such need under subsection (c) below. A Participant shall be limited to one withdrawal under subsections (a), (b), and (c) of this Section 7.9 per Plan Year, but may make multiple withdrawals under Section 7.9(d) and Section 7.10 in any Plan Year. No partial withdrawal shall be permitted which is less than $500 (or, if the total value of the Elective Contributions Account balance, including only earnings on Elective Contributions credited to the Participant's Elective Contribution Account as of December 31, 1988, if any, and transferred to this Plan from the Equifax 401(k) Plan pursuant to Section 3.5 hereof, is less than $500, which is less than such total value). No withdrawal may be made under this Section until (i) the Participant has taken all possible withdrawals available under Section 7.10 and (ii) the Participant has borrowed the maximum amount allowed under Section 7.12 of the Plan. (b) Immediate and Heavy Financial Need. A distribution will be made ---------------------------------- on account of an immediate and heavy financial need of a Participant if the distribution is on account of: (i) Medical expenses described in Code (S) 213(d) previously incurred by the Participant, the Participant's spouse, or any dependents of the Participant (as defined in Code (S) 152) or amounts necessary for such persons to obtain medical care; (ii) Costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant; (iii) Payment of tuition and related educational fees, including room and board, for the next 12 months of post-secondary education for the Participant, his spouse, children or dependents; or (iv) The need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant's principal residence. In determining the existence of an immediate and heavy financial need, the provisions of Treas. Reg. (S) 1.401(k)-1(d)(2)(iv)(A) shall govern. 34 (c) Distribution Necessary to Satisfy Need. A distribution will be -------------------------------------- deemed to be necessary to satisfy an immediate and heavy financial need of a Participant if all of the following requirements are satisfied: (i) The distribution is not in excess of the amount of the immediate and heavy financial need of the Participant; (ii) The Participant has obtained all distributions (other than hardship distributions) and all nontaxable loans available under this Plan and all other plans maintained by his or her Employer; (iii) After receiving the hardship distribution, the Participant shall be prohibited from making Elective Contributions and Voluntary Contributions under this Plan and elective contributions and employee contributions under any other plan of his or her Employer or under an otherwise legally enforceable agreement (including all qualified and nonqualified deferred compensation, stock option and stock purchase plans maintained by such Employer, but not including health or welfare benefit plans or the mandatory employee contribution portion of any defined benefit plan) for 12 months following receipt of the hardship distribution; and (iv) Notwithstanding any contrary provisions of this Plan, the maximum Elective Contributions pursuant to Appendix II which may be otherwise made by the Participant for the taxable year of the Participant following the taxable year in which the Participant receives the hardship distribution shall be reduced by the amount of the Participant's Elective Contributions for the taxable year in which the Participant received the hardship distribution. In determining the extent of a distribution necessary to satisfy an immediate and heavy financial need, the provisions of Treas. Reg. (S) 1.401(k)-1(d)(2)(iv)(B) shall govern. (d) Distribution After Attainment of Age 59-1/2. A Participant who ------------------------------------------- has attained the age of 59-1/2 may withdraw all or a portion of his Elective Contributions Account, including earnings, if any. Distribution shall be made to the Participant as soon as administratively possible after the request is received. No partial withdrawal shall be permitted which is less than $500 (or, if the total value of the Elective Contributions Account, including earnings, is less than $500, which is less than such total value). No withdrawal may be made under this subsection (d) until all possible withdrawals available under Section 7.10 have been made. 7.10 Voluntary Contribution and Rollover Contribution Withdrawals. ------------------------------------------------------------ (a) General Rule. A Participant may, by filing a request with the ------------ Committee, withdraw all or a portion of his Voluntary Contribution Account balance, and then his Rollover Contributions Account balance, including earnings, if any. Distribution shall be made to the Participant as soon as administratively possible after the request is received. No partial withdrawal shall be permitted which is less than $500 (or, if the total value of the Voluntary Contributions Account balance and the Rollover Contributions Account 35 balance, including earnings in each case, is less than $500, which is less than such total value). (b) Order of Disbursement. Disbursement of Voluntary Contribution --------------------- withdrawals shall be made first from Voluntary Contributions made by the Participant prior to January 1, 1987 under the Equifax 401(k) Plan (but not earnings, thereon) and transferred to this Plan pursuant to Section 3.5 hereof, and second from all other amounts in the Voluntary Contributions Account (including Voluntary Contributions made by the Participant after December 31, 1986 under the Equifax 401(k) Plan, and earnings on all of the Voluntary Contributions, whenever made and transferred to this Plan pursuant to Section 3.5 hereof). Next, disbursement of withdrawals under this Section shall be made from a Participant's Rollover Contributions Account, if any, and earnings thereon. 7.11 Code (S) 401(a)(31) Requirement. ------------------------------- (a) General Rule. If a Participant or Surviving Spouse of a ------------ Participant (or an alternate payee pursuant to a qualified domestic relations order who is a Spouse or former Spouse of a Participant) who is to receive a payment under this Article which is an eligible rollover distribution (as defined below) elects (within the 90 day period ending on the Benefit Commencement Date) to have such distribution or a portion of such distribution paid directly to an eligible retirement plan (as defined below) and specifies the eligible retirement plan to which such distribution is to be paid, such payment to be made to the Participant or Surviving Spouse (or alternate payee) of a Participant shall be made in the form of a direct lump sum cash transfer from the Trustee to the trustee of the eligible retirement plan so specified in lieu of the payment otherwise required by this Article. The preceding sentence shall only apply to the extent that the eligible rollover distribution would be includible in the Participant's or Surviving Spouse's (or alternate payee's) gross income if not so transferred (determined without regard to Code (S) 402(c)). (b) Definitions. For purposes of this Section, the following terms ----------- shall have the meanings indicated: (i) Eligible retirement plan shall mean: ----------------------------------- (A) with respect to a Participant (or alternate payee), an individual retirement account described in Code (S) 408(a), an individual retirement annuity described in Code (S) 408(b) (other than an endowment contract), a qualified trust which is a defined contribution plan and the terms of which permit the acceptance of rollover distributions, or an annuity plan described in Code (S) 403(a); or (B) with respect to a Surviving Spouse of a Participant, an individual retirement account described in Code (S) 408(a) or an individual retirement annuity described in Code (S) 408(b) (other than an endowment contract). (ii) Eligible rollover distribution shall mean any distribution ------------------------------ to a Participant or Surviving Spouse (or alternate payee) of a Participant of all or any 36 portion of the balance to the credit of such individual in this Plan; provided, however, such term shall not include: (A) any distribution which is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Participant or his designated Beneficiary or the joint lives (or joint life expectancies) of the Participant and his designated Beneficiary, or for a specified period of 10 years or more; (B) any distribution to the extent such distribution is required by Appendix V; (C) the portion of any distribution that is not includible in gross income; (D) any hardship distribution under Section 7.9 of this Plan; and (E) any other distribution or portion of a distribution to the extent such distribution is not considered an eligible rollover distribution under Treasury regulations or other guidance issued by the Internal Revenue Service. (c) Satisfaction of Requirements. For purposes of this Section, the ---------------------------- Participant or Surviving Spouse (or alternate payee) of the Participant electing the transfer must present sufficient evidence in a timely manner to the Committee (or the Committee's delegate) that the transferee plan satisfies the definition of an eligible retirement plan set forth above. At a minimum, the Participant or Surviving Spouse (or alternate payee) of the Participant must state the name of the transferee plan and represent that the transferee plan is an eligible retirement plan (as defined in paragraph (i) of subsection (b) above). The Participant or Surviving Spouse (or alternate payee) of the Participant must also present such additional documentation as the Committee may require which shall be used to verify that the requirements of this Section have been met. The Trustee, the Committee, or any Plan fiduciary shall have no duty to verify the authenticity of any such evidence or documentation, and shall be entitled to rely on any such evidence submitted by a Participant or Surviving Spouse (or alternate payee) of the Participant, without questioning the authenticity thereof, unless it is unreasonable to so rely. Furthermore, in the event that the Trustee, the Committee, or any Plan fiduciary shall have actual knowledge of an issue relating to the transferee plan's ability to satisfy the definition of an eligible retirement plan, such issue must be expressly resolved in favor of the satisfaction of such definition by the transferee plan by a ruling from the Internal Revenue Service or by an opinion of legal counsel (chosen by the Participant or Surviving Spouse (or alternate payee) of the Participant, but acceptable to the Committee) directed to the Trustee, the Plan, the Committee, and any fiduciary of the Plan, before the transfer can occur. 37 (d) Interpretation. The provisions of this Section shall be -------------- interpreted in accordance with Code (S) 401(a)(31), as added by the Unemployment Compensation Amendments of 1992, and any regulations or other guidance promulgated by the Internal Revenue Service thereunder, and shall not be construed or interpreted in a manner other than strict compliance with such requirements. (e) Application of Other Rules. For all purposes of this Plan, the -------------------------- election by a Participant or Surviving Spouse (or alternate payee) of a Participant of a transfer under this Section shall be considered a payment or distribution under this Article as if the amount transferred were paid directly to the Participant or Surviving Spouse (or alternate payee). 7.12 Loan of Account Balances to Participants. ---------------------------------------- (a) Conditions Applicable to Participant Loans. Upon the ------------------------------------------ application of any Authorized Borrower filed with the Committee, the Committee shall in accordance with a uniform and nondiscriminatory policy established by it, direct the Trustee to make a loan to said Authorized Borrower. Only one loan to an Authorized Borrower may be outstanding at any point in time. Any loans made pursuant to this Section 7.12 shall satisfy the following conditions: (i) Such loans shall be available to all Authorized Borrowers. For purposes of this Section "Authorized Borrower" shall mean any Participant or Beneficiary who is a party-in-interest within the meaning of ERISA (S) 3(14) and any Employee as defined in section 1.17 of this Plan who is not a Leased Employee. (ii) Such loans shall not be made available to Authorized Borrowers who are Highly Compensated Employees in an amount which is greater than that available to other Authorized Borrowers in accordance with United States Department of Labor Regulations (S) 2550.408b-1(c); provided, however, that loans may be permitted in an amount that bears a uniform relationship to vested Account balances. (iii) Each such loan shall bear a rate of interest so as to provide the Plan with a return commensurate with the interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances in accordance with United States Department of Labor Regulations (S) 2550.408b-1(e). (A) The interest rate for a loan from the Plan shall be the rate selected by the Committee and effective for the month during which the Authorized Borrower applies for the loan. (B) The Committee shall have the responsibility on an ongoing basis to assure that the rate of interest for Authorized Borrower loans provides the plan with a rate of return which is commensurate with the interest rate charged under similar circumstances by persons in the 38 business of lending money. If the rate described above fails to accomplish this objective, the Committee has the duty to specify in writing an alternative rate which shall be deemed to be the rate of interest for loans under this Section 7.11. (iv) The amount of any such loan (when added to the outstanding balance of all other loans, if any, from any other plan maintained by the Employer) to such Authorized Borrower shall not exceed the lesser of: (A) $50,000, reduced by the excess (if any) of (1) the highest outstanding balance of loans from the Plan to such Authorized Borrower during the one-year period ending on the day before the date on which the loan was made, over (2) the outstanding balance of loans from the Plan to such Authorized Borrower on the date a new loan was made, or (B) one-half (1/2) of the value of the vested Accounts of such Authorized Borrower. (v) Each such loan, by its terms, shall be repaid within 5 years, unless such loan is demonstrated to the satisfaction of the Committee to be for the purpose of acquiring a dwelling unit which, within a reasonable time, is to be used as the principal residence of the Authorized Borrower, in which event such loan shall be repaid over a term no greater than 15 years. (vi) Each loan, by its terms, shall require repayment on a substantially level amortization basis with loan repayments made not less frequently than quarterly over the term of the loan. (vii) If a Participant is married and has an Applicable Account under Appendix IV of the Plan, then prior to the making of a loan under this Section of the Plan, the spouse of the Participant must consent in writing to the use of the Account as security for the loan. Such consent must be given during the 90-day period ending on the date on which the loan is made. The consent of the spouse must acknowledge the effect of the use of the Participant's Account balance as security for a loan and must be witnessed by a representative of the Plan Administrator or a notary public. However, the consent of the spouse will not be required if it is established to the satisfaction of the Committee that such consent cannot be obtained because there is no spouse, because the spouse cannot be located, or because of such other circumstances as the Secretary of the Treasury may prescribe by regulations. (viii) The principal amount of any Authorized Borrower loan may not be less than $1,000. (ix) All Authorized Borrower loans will be repaid by Authorized Borrowers who are Employees or who subsequently become Employees on a payroll deduction basis. In the case of an Authorized Borrower who is an Employee and whose employment with an Employer terminates at a time when 39 the Participant's outstanding balance in all Accounts under the Plan is $5,000 or more, such an Employee may continue to repay the loan by tender of cash or check or, to the extent permitted by the Committee and the Trustee, by means of electronic funds transfer. All other Authorized Borrower loans must be promptly repaid by tender of cash or check (or, to the extent permitted by the Committee and the Trustee, by means of electronic funds transfer) for the proper installment payment amount. Loan repayments made by an Authorized Borrower shall be allocated solely to the account of the Authorized Borrower making the repayment. (x) Each such loan shall be evidenced by a promissory note executed by such Authorized Borrower and payable to the Trustee not later than the earliest of a fixed maturity date meeting the requirements of paragraph (v) above, or the following events of default: (A) the Authorized Borrower's death, (B) the Authorized Borrower's failure to pay any amount due within 90 days after the date due, (C) the Authorized Borrower's insolvency, (D) a general assignment for the benefit of the Authorized Borrower's creditors, (E) an appointment of a receiver or trustee with respect to all or a substantial part of the Authorized Borrower's real or personal property, (F) any petition in bankruptcy by or against the Authorized Borrower, (G) any judgment against the Authorized Borrower, (H) the Authorized Borrower's retirement under the Plan, (I) any failure by the Authorized Borrower to perform any covenant, condition or agreement contained in the loan documents, (J) the Authorized Borrower's disability, or (K) the termination of the Plan for any reason. Such promissory note shall evidence such terms as are required by this Section. (xi) For each Authorized Borrower for whom a loan is authorized pursuant to this Section, the Committee shall (1) direct the Trustee to liquidate the Authorized Borrower's interest in his or her vested Accounts to the extent necessary to provide funds for the loan, (2) direct the Trustee to disburse funds to the Authorized Borrower upon the Authorized Borrower's execution of the promissory note referred to in paragraph (x) above, (3) transmit to the Trustee such executed promissory note, and (4) establish and maintain a separate recordkeeping account (A) which initially shall be in the amount of the loan, (B) to which the funds for the loan shall be deemed to have been allocated and then disbursed to the Authorized Borrower, (C) to which the promissory note shall be allocated and (D) which shall show the unpaid principal of and interest on the note from time to time. All payments of principal and interest by an Authorized Borrower shall be credited initially to his or her separate recordkeeping loan account and applied against the Authorized Borrower's promissory note, and then invested as follows: (I) a portion of said payment shall be invested in the Matching Accounts, if any, from which the loan was made, in the same proportion as the amount of the Matching Account portion of the original loan distribution, and (II) the remaining portion of said payment shall be invested according to the Authorized Borrower's investment directions applicable to his Elective Contributions allocated to the Authorized Borrower's accounts. 40 (xii) Each such loan shall be adequately secured by a pledge of such Authorized Borrower's loan account referred to in paragraph (xi) above so that, in the event the Authorized Borrower defaults on such loan or fails to repay such loan in the time set forth in the promissory note, the Committee may satisfy any amount of principal or interest due and unpaid on the loan at the time of any default on the loan, and any interest accruing thereafter by deduction from the Authorized Borrower's loan account referred to in paragraph (xi) above. Such amount of principal and interest due and unpaid shall be deemed to have been deducted and distributed to the Authorized Borrower immediately upon default, unless such Authorized Borrower was not, at the time of default, eligible to receive a distribution under the provisions of this Plan, in which event such amount shall be deemed to have been deducted and distributed at such time as the Authorized Borrower first becomes eligible to receive a distribution under the provisions of this Plan. In the event that the amount so deducted and distributed is insufficient to satisfy the remaining balance of such loan, the Authorized Borrower shall be liable for, and must continue to make payments on any such balance still due to the Trust Fund, in accordance with applicable law, and interest at the rate specified in the promissory note shall continue to accrue on any outstanding amount until fully satisfied. (xiii) In the event an Authorized Borrower receives a loan from the Plan, to the extent that an amount is borrowed by an Authorized Borrower from his Account, the Authorized Borrower's Account will not share in the earnings or losses of the Trust Fund, but will only share in earnings or losses based upon the loan made to the Authorized Borrower. An Authorized Borrower who elects to receive a loan from the Plan also automatically elects to direct the investment of his or her Accounts in said loan to the extent so borrowed in accordance with the preceding sentence. (xiv) Notwithstanding any provision of this Plan to the contrary, this Plan may distribute the promissory note of an Authorized Borrower identified in paragraph (x) above or may cancel all or a portion of the indebtedness evidenced by such note in lieu of making a cash distribution required by this Plan. (xv) In the event of default, foreclosure on the note and attachment of security will not occur until a distributable event occurs in the Plan. (xvi) The funds for any loan shall be derived from the Authorized Borrower's Accounts in the following order: first, the Elective Contributions Account; second, the Voluntary Contributions Account; third, the Rollover Contributions Account; fourth, the Matching Elective Contributions Account; fifth, the Matching Voluntary Contributions Account; and the assets of said accounts shall be reduced proportionately in each investment account in which they are held. (xvii) No Authorized Borrower shall have more than one outstanding loan from the Plan at any given time. 41 (xviii) Notwithstanding any other provision of the Plan, loan repayments will be suspended under the Plan as permitted under Code (S) 414(u)(4) (for Participants on a leave of absence for "qualified military service" (as defined in Section 11.20 of the Plan)). (b) Additional Conditions that May Be Established by the Committee. -------------------------------------------------------------- The Committee shall have complete discretion to establish administrative procedures that shall be applicable to Authorized Borrower loans, without the necessity of amending the Plan, including but not limited to the following: (i) The Committee may establish an alternative minimum dollar amount that may be borrowed, provided that such amount may not exceed $1,000. (ii) The Committee may require that all Authorized Borrowers requesting a loan pay a loan origination fee, and ongoing administrative and maintenance fees, so long as said fees are reasonable. Any such administrative procedures shall be set forth in writing and communicated to Authorized Borrowers. 7.13 Prior Plan Loans. The Trustee is authorized and directed to accept a ---------------- direct transfer of any loans under the Equifax 401(k) Plan as part of the transfer of assets made in accordance with Section 3.5. 42 ARTICLE VIII THE TRUST FUND AND THE TRUSTEE, OTHER ------------------------------------- FIDUCIARY MATTERS ----------------- 8.1 Existence of Trust. The Company has entered into the Trust Agreement ------------------ with the Trustee designated in the Trust Agreement to hold the funds necessary to provide the benefits set forth in this Plan. 8.2 Exclusive Benefit Rule. The Trust Fund shall be received, held in ---------------------- trust, and disbursed by the Trustee in accordance with the provisions of the Trust Agreement and this Plan. No part of the Trust Fund shall be used for or diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries and the payment of reasonable expenses attributable to the administration of the Plan in accordance with ERISA (S) 404(a)(1)(A)(ii). The expenses of operating, administering and maintaining the Plan and Trust shall be paid from the Trust Fund, except to the extent prohibited by law or unless the Company elects in its discretion to pay such expenses. No person shall have any interest in, or right to, the Trust Fund or any part thereof, except as specifically provided for in this Plan or the Trust Agreement, except as provided in Section 3.3 (Return of Contributions). Notwithstanding the preceding provisions of this Section, this Section shall be construed in accordance with the requirements of Code (S) 401(a)(2) and ERISA (S) 403(c) and any regulations or other guidance promulgated thereunder, and shall not be construed in a manner more restrictive than such requirements. Fees and expenses which may be paid from the assets of the Trust Fund may include, where otherwise appropriate, but not by way of limitation, the fees of counsel, actuaries, investment managers, as well as software licensing fees and the expenses of Employer personnel, where permitted by applicable law, for services necessary to the administration of the Plan. 8.3 Removal or Resignation of Trustee. The Company may remove the Trustee --------------------------------- at any time or the Trustee may resign at any time upon the notice required by the terms of the Trust Agreement, and upon such removal or upon the resignation of a Trustee, the Company shall appoint a successor Trustee. 8.4 Powers of Trustee. The Trustee shall have the power to hold, invest, ----------------- reinvest, or to control and disburse the Trust Funds in accordance with the provisions of the Trust Agreement and this Plan. 8.5 Integration of Trust Agreement. The Trust Agreement shall be deemed to ------------------------------ be a part of this Plan, and all rights of Participants or others under this Plan shall be subject to the provisions of the Trust Agreement. 8.6 Records and Accounts. The Trustee shall maintain accurate and detailed -------------------- records and accounts of all transactions of the Plan, which shall be available at all reasonable times for inspection or audit by any person designated by the Company or the Committee and by any other person or entity to the extent required by law. 8.7 Annual Reports. As soon as practicable following the close of the Plan -------------- Year, the Trustee shall file with the Committee a written report setting forth all transactions with respect 43 to the Trust Fund during such Plan Year and listing the assets of the Trust Fund and the market value thereof at the close of the period covered by such report. The Trustee shall also provide the Committee with such other information in its possession as may be necessary for the Committee to conform with the requirements of ERISA (S) 103. 8.8 Independent Fiduciary. --------------------- (a) Consistent with applicable regulations under ERISA (S) 404(c), the Committee shall be responsible for seeing that (i) there are procedures in place which are designed to safeguard the confidentiality of information relating to the purchase, holding and sale of units in the Employer Stock Fund, and the exercise of voting, tender and similar rights with respect to such units by Participants and Beneficiaries (except to the extent necessary to comply with Federal laws (including without limitation the federal securities laws) or state laws not preempted by ERISA), and (ii) that such procedures are followed. (b) Consistent with applicable regulations under ERISA (S) 404(c), the Committee may, in its discretion, decide to appoint an independent fiduciary (who shall not be affiliated with the Company to carry out activities relating to any situations which the Committee determines involve a potential for undue influence by an Employer upon Participants and Beneficiaries with regard to the direct or indirect exercise of shareholder rights. 44 ARTICLE IX ADMINISTRATION -------------- 9.1 Allocation of Responsibility. The general administration of the Plan ---------------------------- and the responsibility for carrying out the provisions thereof will be placed in the Committee comprised of one or more members who shall be designated by the Board of Directors of the Company, and who shall serve at the pleasure of the Board. In the absence of such a designation, the Company shall carry out the responsibilities of the Committee. The Committee may delegate to other entities or persons all or any portion of its duties and responsibilities under the Plan. 9.2 Administrative Expenses. The Committee may employ financial, legal, or ----------------------- other counsel and engage such clerical, financial, or other services as it deems necessary for the effective administration of the Plan and compliance with Federal and state regulations. The operating expenses and any other reasonable administrative expenses will be paid out of the Trust Fund to the extent consistent with Section 8.2 herein. 9.3 Committee Powers and Duties. The Committee shall have the power to --------------------------- interpret and construe the Plan, to settle all questions arising from the operation of the Plan, and to determine all questions of eligibility and the status and rights of Participants, Beneficiaries and others. Final determinations or actions of the Committee with respect to any questions arising out of or in connection with the administration of the Plan will be final and conclusive and binding upon all persons having an interest in the Plan. The Committee may delegate to other persons, all or such portion of their duties hereunder, other than those granted to the Trustee under the Trust Agreement, as the Committee, in its sole discretion, may decide. 9.4 Records and Reports. The Committee will keep such accounts and records ------------------- as it may deem necessary or proper in the performance of its duties under the Plan. 9.5 Reporting and Disclosure. The Committee shall file all reports and ------------------------ returns required to be filed by the Plan (other than those which are the responsibility of the Trustee) with any governmental agency, shall make all disclosures to Employees, Participants and Beneficiaries, and shall make available for examination by said persons copies of all Plan documents, descriptions, returns and reports as may be required by applicable law or as specified herein. 9.6 Named Fiduciary. The Company, the Committee, and the Trustee shall be --------------- named fiduciaries under the Plan within the meaning of ERISA, with the division of responsibilities between them as set forth in this Plan and the Trust Agreement. 9.7 Administrator. the Company shall be the "administrator," as that term ------------- is defined in ERISA (S) 3(16)(A) and Code (S) 414(g), of this Plan, with authority to delegate its duties and responsibilities under the Plan. 9.8 Interpretation of the Plan and Findings of Facts. The Committee shall ------------------------------------------------ have sole and absolute discretion to interpret the provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the 45 Plan, to determine the rights and status under the Plan of Participants and other persons, to decide disputes arising under the Plan and to make any determinations and findings (including factual findings) with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. Benefits under the Plan will be provided only if the Committee decides based upon the Plan and the information provided to it in its discretion that the Participant or other applicant is entitled to them. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (a) To resolve all questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Participant; (b) To determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and (c) To conduct the review procedure specified in Section 11.5 (Claims Procedure). All decisions of the Committee as to the facts of the case, as to the interpretation of any provision of the Plan or its application to any case, and as to any other interpretative matter or other determination or question under the Plan shall be final and binding on all parties affected thereby, subject to the provisions of Section 11.5 (Claims Procedure). The Committee shall direct the Trustee relative to benefits to be paid under the Plan and shall furnish the Trustee with any information reasonably required by it for the purpose of paying benefits under the Plan. The Committee may delegate to other persons all or such portion of their duties hereunder, other than those granted to the Trustee under the Trust Agreement, as the Committee, in its sole discretion, may decide. 9.9 Bonding, Insurance and Indemnity. -------------------------------- (a) Bonding. To the extent required under ERISA, the Company will ------- obtain, pay for and keep current a bond or bonds with respect to each member of the Committee, and any other Employee who receives, handles, disburses, or otherwise exercises custody or control of, any of the assets of the Plan. (b) Insurance. The Company, in its discretion, may obtain, pay for and --------- keep current a policy or policies of insurance, insuring each member of the Committee, the members of the board of directors of the Company and other Employees to whom any fiduciary responsibility with respect to the administration of the Plan has been delegated against any and all costs, expenses and liabilities (including attorneys' fees) incurred by such persons as a result of any act, or omission to act, in connection with the performance of their duties, responsibilities and obligations under the Plan and any applicable law. (c) Indemnity. If the Company does not obtain, pay for and keep --------- current the type of insurance policy or policies referred to in subsection (b) above, or if such insurance is provided but any of the parties referred to in subsection (b) above incur any 46 costs or expenses which are not covered under such policies, then the Company will indemnify and hold harmless, to the extent permitted by law, such parties against any and all costs, expenses and liabilities (including attorneys' fees) incurred by such parties in performing their duties and responsibilities under this Plan, provided that such party or parties were acting in good faith in what was reasonably believed to have been the best interests of the Plan and its Participants. Promptly upon receipt by an indemnified party under this Section, of notice of the commencement of any such action, such indemnified party will, if a claim in respect thereof is to be made against the Company or an Employer, notify the Company and, if applicable, the Employer of the commencement thereof, but the omission to so notify the Company or an Employer will not relieve the Company from the liability hereunder, nor from any other liability which it may have to such person. The Company and, if applicable, the Employer shall be entitled to participate at their own expense in the defense or to assume the defense of any action brought against any party indemnified hereunder. In the event the Company elects to assume the defense of any such suit, such defense shall be conducted by counsel chosen by the Company, and the indemnified party shall bear the fees and expenses of any additional counsel retained by him. 47 ARTICLE X AMENDMENT, TERMINATION, MERGER, CONSOLIDATION, AND ADOPTION ----------------------------------------------------------- 10.1 Continuation of Plan. It is contemplated by the Company that the -------------------- Plan and Trust shall be maintained indefinitely, and that they shall constitute a qualified plan under Code (S) 401 and a tax-exempt trust under Code (S) 501, or any successor provisions. Nevertheless, the Company reserves the right to amend or terminate the Plan and the Employers reserve the right to withdraw from the Plan as set forth in this Article. The Company shall not be responsible to any party for the failure of the Plan or Trust to meet the requirements for tax qualification. 10.2 Right to Amend Plan. ------------------- (a) Amendment by the Company. The Company reserves the right, at ------------------------ any time, to modify or amend, in whole or in part, any or all of the provisions of the Plan; in addition, the Company or the Committee upon the advice of counsel, may specifically amend the Plan, effective retroactively, if necessary or desirable to bring the Plan into conformity with the Code, ERISA, and any applicable regulations promulgated so that the Plan may continue to remain qualified and the Trust may continue to remain tax-exempt, or for any other purpose, subject to subsection (b) below. Any such amendment shall be made by means of a written instrument, and shall be approved by the Board of Directors of the Company or by a person or entity to whom the Board has delegated said authority, or as provided above, by the Committee. (b) Restrictions on Amendments. -------------------------- (i) Exclusive Benefit Rule. No modification or amendment shall ---------------------- make it possible for Trust assets to be used for, or diverted to, purposes other than the exclusive benefit of Participants and their Beneficiaries in accordance with Section 8.2 (Exclusive Benefit Rule) herein, except as provided in Section 3.3 (Return of Employer Contributions). (ii) Code (S) 411(d)(6) Restrictions. No amendment to the Plan ------------------------------- shall be permitted that would have the effect of decreasing the Account balances of any Participant. Furthermore, no amendment shall be permitted that would have the effect of eliminating or reducing an early retirement benefit or a retirement-type subsidy (as defined in Treasury regulations under Code (S) 411(d)(6)(B)(i)) or, except as permitted under Treasury regulations, eliminating an "optional form of benefit" as defined in Treas. Reg. (S) 1.411(d)-4(Q&A-1). 10.3 Right to Terminate Plan. The Company reserves the right, at any ----------------------- time, to wholly or partially terminate the Plan. If the Plan is terminated by the Company, all Accounts of "affected" Participants within the meaning of Code (S) 411(d)(3) as of the date of termination shall immediately become nonforfeitable and fully vested, to the extent then funded. If the Plan is partially terminated by the Company for whatever reason, all Accounts of those "affected" Participants within the meaning of Code (S) 411(d)(3) shall, as of the date of partial termination, immediately become nonforfeitable and fully vested, to the extent funded. Furthermore, a 48 "complete discontinuance of contributions" within the meaning of Treas. Reg. (S) 1.411(d)-2(d) under the Plan shall be treated as a termination of the Plan for purposes of this subsection. 10.4 Merger, Consolidation, or Transfer of Assets. --------------------------------------------- (a) Code (S) 401(a)(12) Restriction. The Plan shall not be merged ------------------------------- or consolidated with any other plan, and its assets and liabilities may not be transferred to any other trust, unless each Participant, immediately after the merger, consolidation or transfer (if the Plan then is terminated), would receive a benefit which is equal to or greater than the benefit he would have been entitled to receive, and would be entitled to each benefit payment option to which he would have been entitled (except where such payment options may be changed), immediately before the merger, consolidation or transfer (if the Plan is then terminated). (b) Code (S) 401(a)(11) Restriction. Subject to subsection (c) ------------------------------- below, this Plan may be the recipient of a transfer of assets from, or may transfer assets to, another plan qualified under Code (S) 401(a) subject to the approval of the Company; provided, however, in no event shall this Plan be the recipient of a direct or indirect transfer of assets if such receipt would make this Plan a "transferee plan" within the meaning of Treas. Reg. (S) 1.401(a)-20(Q&A-5)(a), unless such assets are separately accounted for (within the meaning of Treas. Reg. (S) 1.401(a)-20(Q&A-5)(b)) and are subject to the requirements of Code (S) 411(a). (c) Code (S) 41l(d)(6) Restriction. This Plan may be the recipient ------------------------------ of a transfer of assets from, or may transfer assets to, another plan qualified under Code (S) 401(a) in accordance with subsection (b) above only if such transfer satisfies the provisions of Treas. Reg. (S) 1.411(d)- 4(Q&A-3), as it may be amended from time to time, and other applicable regulations. (d) Change in Law. If another plan is merged into this Plan after ------------- the effective date of a change in the plan qualification requirements of the Code, then the provisions of this Plan that are intended to comply with those changed plan qualification requirements shall be deemed to relate back to, and to apply to, the plan that is merged into this Plan during periods of time from the effective date of the change in the plan qualification requirements of the Code through the date of the plan merger. 10.5 Adoption of Plan by Aggregated Code (S) 414 Employers. ----------------------------------------------------- (a) Procedures for Adoption of Plan. This Plan may be adopted by any member of the Controlled Group if the following requirements are met: (i) The member of the Controlled Group wishing to become an Employer must adopt the Plan by the execution of a formal resolution by such member's board of directors to adopt this Plan (or such other method as may be acceptable to the Company), and either such resolution or a merger amendment or an adoption agreement, as appropriate, shall indicate the effective date of such adoption; and 49 (ii) Such document evidencing the adoption of the Plan by the Controlled Group member must be delivered to and accepted in writing by the Committee, or approved by resolution of the board of directors of the Company. The documents referred to in paragraphs (i) and (ii) of this Section shall be attached hereto and made a part of the Plan. Such documents may, in addition to specifying the Effective Date of the adoption, specify other provisions including, but not limited to, credit for service prior to the effective date for eligibility and vesting purposes. In the absence of any such provisions, the terms and provisions of this Plan shall control. Notwithstanding the foregoing, a member of the Controlled Group which has adopted this Plan under the terms and provisions of this Plan as they existed prior to the execution of this restatement and amendment of this Plan shall be considered as having fulfilled the above requirements for adoption. (b) Procedures for Withdrawal from Plan. Any Employer may ----------------------------------- voluntarily withdraw from participating in the Plan, provided that such discontinuance of participation is approved by the Company or the Committee. The Company or the Committee unilaterally may terminate an adopting Employer's participation in the Plan for: (i) failure to provide requested information in a timely manner; (ii) failure to make timely contributions; (iii) failure to cooperate with the Company or the Committee in administering the Plan; or (iv) any other reason that the Company or the Committee deems appropriate. Notwithstanding the foregoing, an Employer which has withdrawn from participation in the Plan under the terms and provisions of the Plan as they existed prior to the execution of this amendment and restatement of this Plan shall be considered as having fulfilled the above requirements for withdrawal. (c) Transfer of Assets. Upon the voluntary withdrawal or ------------------ involuntary termination of an Employer's participation in the Plan, the Committee shall determine the amount of assets and liabilities of the Plan (if any) attributable to Participants of the withdrawing Employer and, if approved by the Committee in its discretion, shall be transferred to a qualified plan of the withdrawing Employer. This transfer shall be made based upon principles set forth in Code (S)(S) 401(a)(12) and 414(1) and the regulations promulgated thereunder. Any transfer of assets and liabilities under this subsection (c) shall comply with the provisions of Section 10.4 (Merger, Consolidation, etc.). (d) Transfer of a Business by an Employer. If an Employer sells or ------------------------------------- otherwise disposes of substantially all of the Employer's assets or the assets of a division, facility or other distinct trade or business of the Employer, and if Employees of the Employer transfer to, and become employees of the purchaser or other entity acquiring the business 50 assets (or of an entity related to such purchaser or other entity acquiring the business assets), then the Employer and the purchaser or other entity acquiring the business assets may agree upon a direct transfer from the Trustee of this Plan to the trustee of a qualified defined contribution plan maintained by the successor employer of the portion of the assets and liabilities of this Plan allocable to the affected Employees. The Committee shall determine the appropriate amount of assets and liabilities of the Plan which shall be transferred. The determination shall be made based upon principles set forth in Code (S)(S) 401(a)(12) and 414(1) and the regulations promulgated thereunder. Any transfer of assets and liabilities under this subsection (d) shall comply with the provisions of Section 10.4. (e) Apportionment of Costs. The Company and all Employers shall ---------------------- share in the costs of the Plan (other than those costs paid from the Trust Fund in accordance with Section 9.2), including but not limited to, the contributions to the Plan and any costs of the Plan which are not paid out of the Trust Fund in accordance with Section 8.2. The Committee shall apportion these costs to the Company and each Employer as it deems to be equitable. (f) Cooperation. Each Employer shall cooperate fully with the ----------- Company and the Committee with regard to all matters pertaining to the Plan. Any failure to cooperate will be grounds for the involuntary termination of that Employer's participation in the Plan. 51 ARTICLE XI GENERAL PROVISIONS ------------------ 11.1 Participant's Rights to Employment, Etc. Nothing contained in the ---------------------------------------- Plan or the establishment of the Trust, or any modification thereof, or the creation of any fund or account, or the payment of any benefits, shall be construed to give any Employee, whether or not a Participant, or any Beneficiary, any rights to continued employment, any legal or equitable right against an Employer, or any officer or employee thereof, or the Trustee, or its agents or employees, except as herein provided. Further, nothing contained in this Plan shall be deemed to interfere with the right of the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon such individual as a Participant in the Plan. 11.2 No Guarantee of Interests. The Employer, the Committee, and the ------------------------- Trustee do not guarantee the Trust Fund from any loss or depreciation, nor do they guarantee any payment to any person. The liability of the Trustee, the Employer and the Committee to make payments hereunder is limited to the available assets of the Trust Fund. 11.3 Standard of Conduct. Any person who is a fiduciary with respect to ------------------- this Plan shall: (i) discharge his duties solely in the interest of and for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying the reasonable administrative expenses of the Plan, and shall conduct himself with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) act at all times in accordance with the documents governing the Plan and Trust as they may be amended from time to time; (iii) not engage in or allow the Plan or Trust to engage in any transaction which is prohibited under ERISA (S) 406 and which is not allowed by ERISA (S) 408 or is prohibited under Code (S) 4975; (iv) not knowingly participate in or conceal an act of another fiduciary under the Plan which he knows to involve a breach of fiduciary duty within the meaning of ERISA; and (v) make reasonable efforts under the circumstances to remedy a breach of duty described in subsection (iv) discovered by him. 11.4 Allocation of Duties. All responsibilities for the operation and -------------------- administration of the Plan shall be allocated as follows: (a) The Employer shall furnish to the Trustee information with respect to service, eligibility, compensation, termination of employment and other matters required or desirable for the purpose of enabling the Trustee to carry out its duties and responsibilities under this Plan and Trust, and the Trustee may rely upon such information as conclusive proof of any fact or matter. The Employer shall also transmit to the Trustee all Employer and Employee contributions under the Plan, and the Company shall determine the amount of all such contributions. (b) The Committee shall have those duties and responsibilities set forth in Article IX. 52 (c) The Trustee shall have responsibility for managing and administering the Trust Fund subject to the terms and provisions of this Plan and the Trust Agreement. The Trustee shall have responsibility for making benefit payments. (d) The Committee (or its designee) shall have all those responsibilities necessary to carry out the day-to-day operations and administration of the Plan, including without limitation: (i) retaining legal counsel and financial or other advisers, (ii) establishing rules for the administration of the Plan, (iii) furnishing appropriate communications to Participants and Beneficiaries, filing reports with government agencies, and complying with the reporting and disclosure requirements of applicable law, (iv) maintaining the records of the Plan, (v) approving hardship withdrawals in accordance with Section 7.9, and rollover contributions, (vi) directing the Trustee with respect to the establishment of investment funds under Section 5.2(b), (vii) amending the Plan in accordance with Section 10.2; (viii) determining whether there has been a partial termination of the Plan under Section 10.3; and (ix) making factual findings and determining questions of fact in connection with the discharge of the Committee's responsibilities under the Plan. 11.5 Claims Procedure. ---------------- (a) Filing a Claim. All claims and requests for benefits under the -------------- Plan shall be directed to the attention of the Committee in writing. The writing must be reasonably calculated to bring the claim to the attention of the Committee. (b) Notification of Denial. If the Committee determines that any ---------------------- individual who has claimed a right to receive benefits under the Plan (the "claimant") is not entitled to receive all or any part of the benefits claimed, the claimant shall be informed in writing of the specific reason or reasons for the denial, with specific reference to pertinent Plan provisions on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why said material or information is necessary and a description of the review procedures set forth in subsection (d) below. 53 (c) Timing of Notification. The claimant shall be so notified of ---------------------- the Committee's decision within 90 days after the receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, the Committee shall furnish the claimant written notice of the extension prior to the termination of the initial 90-day period. In no event shall said extension exceed a period of 90 days from the end of said initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render a final decision. If for any reason, the claimant is not notified within the period described above, the claim shall be deemed denied and the claimant may then request review of said denial, subject to the provisions of subsection (d) below. (d) Review Procedures. The claimant or his duly authorized ----------------- representative may, within 60 days after notice of the Committee's decision, request a review of said decision, review pertinent documents and submit to the Committee such further information as will, in the claimant's opinion, establish his rights to such benefits. If upon receipt of this further information, the Committee determines that the claimant is not entitled to the benefits claimed, it shall afford the claimant or his representative reasonable opportunity to submit issues and comments in writing and to review pertinent documents. (e) Timing of Final Decision. The Committee's final decision shall ------------------------ include specific references to the pertinent Plan provisions on which the decision is based, and shall be transmitted to the claimant by certified mail within 60 days of receipt of claimant's request for such review, unless special circumstances require a further extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of a request for review. If such an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. If the Committee holds regularly scheduled meetings at least quarterly, in lieu of the time period described above, the Committee's decision on review shall be made no later than the date of the meeting of the Committee which immediately follows its receipt of the request for review, unless said request is filed within 30 days preceding the date of said meeting in which case a decision shall be made no later than the date of the second meeting following its receipt of said request for review. If special circumstances require a further extension of time for processing, a decision shall be rendered not later than the third meeting of the Committee following its receipt of the request for review. If a decision on review is not furnished within the time period described above, the claim shall be deemed denied on review. 11.6 Nonalienation or Assignment; Qualified Domestic Relations Orders ---------------------------------------------------------------- ("QDRO's"). - ---------- (a) Spendthrift Clause. Except as provided in subsection (b) below, ------------------ none of the benefits under the Plan is subject to the claims of creditors of Participants or their Beneficiaries, and will not be subject to attachment, garnishment, or any other legal process whatsoever. Neither a Participant nor his Beneficiaries may assign, sell, borrow on (except in the case of a Plan loan if authorized under this Plan), or otherwise 54 encumber any of his beneficial interest in the Plan and Trust Fund, nor shall any such benefits be in any manner liable for or subject to the deeds, contracts, liabilities, engagements, or torts of any Participant or Beneficiary. Notwithstanding any provision of the Plan to the contrary, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Participant's benefit under the Plan, to the extent permitted under Code (S) 401(a)(13)(C); provided that the requirements of Code (S) 401(a)(13)(C)(iii) relating to the protection of the Participant's spouse (if any) are satisfied. (b) Qualified Domestic Relations Orders. ------------------------------------ (i) General Rule. The provisions of subsection (a) above shall ------------ not apply to a "qualified domestic relations order," as defined in Code (S) 414(p) and ERISA (S) 206(d)(3), or any other domestic relations order permitted to be treated as a "qualified domestic relations order" by the Committee under the provisions of the Retirement Equity Act of 1984. The Committee shall establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. To the extent provided under a "qualified domestic relations order," a former Spouse of a Participant shall be treated as the Spouse or Surviving Spouse for all purposes under the Plan. (ii) QDRO Procedures. --------------- (A) Procedure Upon Receipt. Upon receiving a domestic ---------------------- relations order, the Committee shall notify all affected Participants and any alternate payees (Spouse, former spouse, child or other dependent of the Participant, named in the order) that the order has been received. The Committee shall also notify the affected Participants and alternate payees of its procedure for determining whether the domestic relations order is qualified. (B) Procedure During Determination. During the period the ------------------------------ Committee is determining the qualified status of the order, the Committee shall separately account for the amount (if any) that would be payable to an alternate payee under this order (if it were a qualified domestic relations order) during this period. If the Committee determines the order is a qualified domestic relations order during the 18-month period commencing on the date the first payment would be required under the qualified domestic relations order, then the alternate payee shall receive payment from the separate account. If the Committee cannot make a determination of the order's qualified status during this 18- month period (or determines the order is not a qualified domestic relations order), then the Trustee shall return the amounts in the separate account to the account of the affected Participant as if no court order had been received. 55 (iii) QDRO Payouts. ------------ (A) Payment Upon Receipt of QDRO. Notwithstanding any ---------------------------- provision of this Plan to the contrary, any amounts of a Participant's vested Account balances which, due to the receipt of a domestic relations order determined to be a qualified domestic relations order under paragraph (ii) above, become the vested Account balances of an alternate payee under such order shall be distributed in the form of a single lump-sum payment in cash to the alternate payee as of the earliest date on which such amounts can be accurately determined and paid, subject to any provisions of the qualified domestic relations order to the contrary as to a different time of payment. No written consent of the alternate payee shall be required for this distribution pursuant to Treas. Reg. (S) 1.411(a)-11(c)(6). (B) Subsequent Additional Amounts. The preceding ----------------------------- subparagraph (A) shall apply to any amounts of a Participant's vested Account balances which, due to the receipt of a domestic relations order determined to be a qualified domestic relations order under subsection (b) above, become the vested Account balances of an alternate payee under such order after a payment under subparagraph (A) above due to additional vesting, allocation of contributions or earnings, or any other reason. (iv) Status of Alternate Payee. An alternate payee under a ------------------------- qualified domestic relations order shall be entitled to all rights of a Beneficiary hereunder except as otherwise specified herein. 11.7 Plan Continuance Voluntary. Although it is the intention of the -------------------------- Company and the Employer that this Plan shall be continued and that contributions shall be made regularly, this Plan is entirely voluntary on the part of the Company and the Employer, and the continuance of the Plan and the payments hereunder are not assumed as a contractual obligation of the Company and the Employer. 11.8 Payments to Minors and Others. In making any distribution to or for ----------------------------- the benefit of any minor or incompetent Participant or Beneficiary, or any other Participant or Beneficiary who, in the opinion of the Committee, is incapable of properly using, expending, investing, or otherwise disposing of such distribution, the Committee, in its sole and complete discretion may, but need not, order the Trustee to make such distribution to a legal or natural guardian or other relative of such minor or court appointed committee of any incompetent Participant or Beneficiary, or to any adult with whom such person temporarily or permanently resides; and any such guardian, committee, relative, or other person shall have full authority and discretion to expend such distribution for the use and benefit of such person; and the receipt of such guardian, committee, relative, or other person shall be a complete discharge to the Trustee, the Committee and this Plan, without any responsibility on the part of the Committee or the Trustee to see to the application of amounts so distributed. 56 11.9 Location of Payee; Unclaimed Benefits. In the event that all, or any ------------------------------------- portion, of the distribution payable to a Participant or Beneficiary hereunder shall, at the expiration of a reasonable time after it has become payable, remain unpaid solely by reason of the inability of the Committee, after sending a registered letter, return receipt requested, to the last known address of such person, and after further diligent effort (including requests to the Internal Revenue Service under Policy Statement P-1-187), to ascertain the whereabouts of such person, the amount so distributable shall be paid pursuant to the terms and provisions of the Plan as if the Participant or Beneficiary is deceased. If, for any reason, no Beneficiary or contingent Beneficiary can be found, the amount so distributable shall be forfeited and shall be used to reduce the contributions to the Plan. In the event a proper payee is located subsequent to the benefit being forfeited, the benefit shall be restored, and the Employer shall make special contributions to this Plan for such purpose. 11.10 Governing Law. This Plan shall be administered in the United States ------------- of America, and its validity, construction, and all rights hereunder shall be governed by the laws of the United States under ERISA. To the extent that ERISA shall not be held to have preempted local law, the Plan shall be administered under the laws of the State of Georgia. If any provision of the Plan shall be held invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective. 11.11 Correction of Participants' Accounts. If an error or omission is ------------------------------------ discovered in the Accounts of a Participant, or in the amount distributed to a Participant, the Committee will make such equitable adjustments in the records of the Plan as may be necessary or appropriate to correct such error or omission as of the Plan Year in which such error or omission is discovered. Further, the Employer may, in its discretion, make a special contribution to the Plan which will be allocated by the Committee only to the Account of one or more Participants to correct such error or omission. 11.12 Action of Employer and Committee. Except as may be specifically -------------------------------- provided, any action required or permitted to be taken by the Employer or the Committee may be taken on behalf of such person by any entity or individual who has been delegated the proper authority. 11.13 Employer Records. Records of the Employer as to an Employee's or ---------------- Participant's period of employment, termination of employment and the reason therefor, leaves of absence, reemployment, compensation, and elections or designations under this Plan will be conclusive on all persons, unless determined by the Committee to be incorrect. 11.14 Gender and Number. Wherever applicable, the masculine pronoun shall ----------------- include the feminine pronoun, and the singular shall include the plural. 11.15 Headings. The titles in this Plan are inserted for convenience of -------- reference; they constitute no part of the Plan, and are not to be considered in the construction hereof. 11.16 Liability Limited. To the extent permitted by ERISA and other ----------------- applicable law, neither the Committee, nor any member thereof, nor the Employer shall be liable for any acts of omission or commission in administering the Plan, except for his or its own individual, willful misconduct. The Employer and each member of the Committee shall be entitled to rely 57 conclusively on all tables, valuations, certificates, opinions and reports which shall be furnished by an actuary, accountant, trustee, insurance company, counsel or other expert who shall be employed or engaged by the Committee or the Employer. 11.17 Legal References. Any references in this Plan to a provision of law ---------------- which is, subsequent to the Effective Date of this Plan, revised, modified, finalized or redesignated, shall automatically be deemed a reference to such revised, modified, finalized or redesignated provision of law. 11.18 Electronic Means of Communication. Whenever, under this Plan, a --------------------------------- Participant or Beneficiary is required or permitted to make an election, provide a notice, give a consent, request a distribution, or otherwise communicate with the Employer, the Committee, the Trustee or a delegate of any of them, to the extent permitted by law, the election, notice, consent, distribution request or other communication may be transmitted by means of telephonic or other electronic communication, if the administrative procedures under the Plan provide for such means of communication. 11.19 Military Service. Notwithstanding any provisions of this Plan to ---------------- the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. "Qualified military service" means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. 11.20 Plan Conversions. Notwithstanding any provision of the Plan to the ---------------- contrary, during any conversion period, in accordance with procedures established by the Committee, the Committee may temporarily suspend, in whole or in part, certain provisions of the Plan, which may include, but are not limited to, a Participant's right to change his contribution election, a Participant's right to change his investment election and a Participant's right to borrow or withdraw from his Account or obtain a distribution from his Account. [signature page to follow] 58 IN WITNESS WHEREOF, this Plan has been executed by the Company this 29th day of June, 2001. COMPANY: CERTEGY, INC. By. /s/ Richard D. Gapen --------------------------- Title: Corporate Vice President of ---------------------------------- Human Resources ---------------------------------- 59 EXHIBIT 99.1