SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TOWE LARRY J

(Last) (First) (Middle)
11720 AMBER PARK DRIVE
SUITE 600

(Street)
ALPHARETTA GA 30004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CERTEGY INC [ CEY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive V-P and COO
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/05/2003 M 14,000 A $19.9441 134,390 D
Common Stock 11/05/2003 M 1,904 A $21.0164 136,294 D
Common Stock 11/05/2003 S 11,696 D $33.35 124,598 D
Common Stock 6,797.72 I By 401(K) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $21.0164 11/05/2003 M 1,904 (1) 01/29/2007 Common Stock 1,904 $0 0 D
Employee Stock Option (right to buy) $19.9441 11/05/2003 M 14,000 (2) 12/01/2009 Common Stock 14,000 $0 71,579 D
Explanation of Responses:
1. The option is a replacement of an option originally granted on January 29, 1997 under Equifax Inc.'s Stock Option Plan. The replacement was in connection with the July 7, 2001 distribution by Equifax of all the outstanding common stock of Certegy to the shareholders of Equifax. The option vested 951shares on 1/29/98 and 953 shares on 1/29/99.
2. The option is a replacement of an option originally granted on December 1, 1999 under Equifax Inc.'s Stock Option Plan. The replacement was in connection with the July 7, 2001 distribution by Equifax of all the outstanding common stock of Certegy to the shareholders of Equifax. The option vested 21,433 shares on 12/1/99, the date of grant, 21,443 shares on 12/1/00, 21,442 shares on 12/1/01 and 21,251 shares on 12/1/02.
Marcia R. Glick, as Attorney-in-Fact for Larry J. Towe pursuant to a Power of Attorney on File 11/07/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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POWER OF ATTORNEY

	The undersigned constitutes and appoints Walter M. Korchun, Marcia R. Glick and Pamela A. Tefft and each of them, with full power to act alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and acknowledge Forms 4 (including amendments to them) with respect to securities of Certegy Inc. (the "Company"), and to deliver and file them with all exhibits, and all other documents in connection with them, to and with the Securities and Exchange Commission, the national securities exchanges and the Company pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations under that Act, granting to those attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratif
ying and confirming all that those attorneys-in-fact, or any one of them, or his substitute or their substitutes, lawfully do or cause to be done by virtue hereof.  The undersigned agrees that each of the attorneys-in-fact may rely entirely on information furnished orally or in writing by the undersigned to them.

	The validity of this Power of Attorney will not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein.

	The undersigned agrees and represents to those dealing with any of the attorneys-in-fact herein that this Power of Attorney is for indefinite duration and may be voluntarily revoked only by written notice delivered to that attorney-in-fact.

	EXECUTED on October 14, 2002.


						/s/ Larry J. Towe


STATE OF GEORGIA

COUNTY OF 	FULTON


	SWORN TO AND SUBSCRIBED BEFORE ME on this 14th day of October, 2002.

						/s/ Anna C. Mitchell
						Notary Public
My Commission Expires:

10-15-2005