Exhibit 4.4
AMENDMENT TO THE
CHECKFREE CORPORATION 401(K) PLAN
AND
PLAN MERGER AGREEMENT
This Amendment to the CHECKFREE CORPORATION 401(K) PLAN is made and
entered into on the 1st day of July, 1999, by and between CheckFree Holdings
Corporation (hereinafter, the "Employer"), Mobius Group, Inc. (hereinafter, the
"Merging Employer") and INSTITUTIONAL Trust Company (formerly INVESCO Trust
Company) (hereinafter, the "Trustee").
WHEREAS, the Employer established the Checkfree Corporation 401(k) Plan
and Trust (hereinafter the "Receiving Plan") effective April 1, 1984, and most
recently amended and restated said Receiving Plan effective July 1, 1997 by
adopting the INVESCO Trust Company Master Plan and Trust Agreement; and
WHEREAS, the Merging Employer established the Mobius Group, Inc. Profit
Sharing Plan (hereinafter the "Merging Plan") effective January 1, 1990; and
WHEREAS, the Employer and the Trustee of the Receiving Plan have
specific authority under the Master Plan and Trust Agreement to enter into this
Amendment to the Plan and Plan Merger Agreement; and
WHEREAS, the Employer and the Merging Employer deem it is in the best
interest of the participants and beneficiaries of the Receiving Plan or of the
Merging Plan, as the case may be, to merge the two Plans effective July 1, 1999,
with the Receiving Plan as the surviving Plan, and to accept the transfer of
plan assets, or to transfer plan assets, as the case may be and as required by
any such merger; and
WHEREAS, the Employer desires to amend certain provisions of the
Receiving Plan, and to reduce such amendments to writing.
NOW, THEREFORE, the Employer, the Merging Employer and the Trustee do
hereby agree as follows:
(1) Section 1.29 of the Adoption Agreement of the Receiving Plan is
hereby amended to credit service with Mobius Group, Inc. for all purposes of the
Plan.
(2) The Appendix to the Adoption Agreement, Section B - Additional
Members of the Controlled Group, is hereby amended to add Mobius Group, Inc.,
EIN ___________, as a member of the controlled group, effective April 1, 1999.
(3) The attached Participant Agreement executed by Mobius Group, Inc.
as an adopting employer of the Receiving Plan is hereby incorporated as part of
the Receiving Plan, effective April 1, 1999.
(4) TRANSFER OF ASSETS. The Merging Plan shall transfer and assign
directly to the Receiving Plan the "Merger Account" for each participant in the
Merging Plan. The Merger Account is defined as the single sum value of the
participant's accrued benefit under the Merging Plan determined in accordance
with the provisions of the Merging Plan as of the date of transfer. In
accordance with Regulations issued by the Treasury Department, the various
contribution sources (e.g., employee pre-tax contributions, rollover
contributions, employer matching contributions, etc.), and earnings thereon, in
each participant's account shall remain separately identifiable at all times
during the transfer of plan assets from the Merging Plan.
(5) HQLDING AND INVESTMENT OF ASSETS. The Employer and the Trustee
shall hold, invest, administer and distribute the assets transferred and
assigned in accordance with the terms of the Receiving Plan, as amended herein
and as may be amended from time to time.
(6) PARTICIPANT ACCOUNTS. With respect to the account balances of the
participants under the Merging Plan, the following conditions shall apply:
(a) The sum of the account balances of the participants under
the Merging Plan and under the Receiving Plan immediately prior to the
transfer and assignment shall equal the fair market value of the entire
assets of the Receiving Plan immediately after the transfer and
assignment;
(b) Immediately after the transfer and assignment, each
participant shall have an account balance in the Receiving Plan equal
to the sum of the Merger Account the participant had in the Merging
Plan, if any, and the amount the participant had in the Receiving Plan,
if any;
(7) UPDATE OF PLAN. Any amendment and restatement of the Receiving Plan
in order to bring the Plan into compliance with current legislation and
regulations shall be made retroactively as prescribed by the regulations and
shall be considered as having been made to the Merging Plan as of the date of
the merger.
(8) BINDING EFFECT. The terms and conditions of this Merger Agreement
shall bind the Employer and the Trustee (and their successors) of the Receiving
Plan and shall operate as if fully set forth within the Receiving Plan.
(9) EFFECTIVE DATE. The effective date of this Agreement is July 1,
1999, unless otherwise specified herein, and the transfer and assignment of
account balances in the Merging Plan to the Receiving Plan shall take place as
of the effective date, or as soon thereafter as may be administratively
feasible.
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CHECKFREE HOLDINGS CORPORATION
BY:/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President, Compensation & Benefits
MOBIUS GROUP, INC.
BY:▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
INSTITUTIONAL TRUST COMPANY
BY: R. ▇▇▇▇ ▇▇▇▇▇
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Title: Trust Officer
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