Under the Securities Exchange Act of 1934*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of Fidelity National Information Services, Inc. ("FIS") common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the merger of Metavante Technologies, Inc. ("Metavante") with and into Cars Holdings, LLC, a wholly owned subsidiary of FIS (the "Merger"), and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under a Stock Purchase Right Agreement (the "SPR Agreement") among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

2

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of FIS common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

3

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of FIS common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

4

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of FIS common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

5

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of FIS common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

6

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of FIS common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

7

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of FIS common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

8

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of FIS common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

9

SCHEDULE 13D

*              Calculated assuming 372,659,755 shares of common stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of FIS common stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of FIS common stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante common stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of FIS to the Reporting Persons on October 8, 2009.  In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement among WPM, L.P., FIS and Metavante, as further described herein.  The shares that WPM, L.P. may purchase from time to time under the SPR Agreement are not included in the figures in the table above.

10

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share, of Fidelity National Information Services, Inc. (the “Common Stock”), a Georgia corporation (the “Company”), and is being filed pursuant to Rule 13d-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The principal executive offices of the Company are located at 601 Riverside Avenue, Jacksonville, Florida 32204.

(a)  This Statement is being filed on behalf of WPM, L.P., a Delaware limited partnership (“WPM”), WPM GP, LLC, a Delaware limited liability company and the sole general partner of WPM (“WPM GP”), Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership and the sole member of WPM GP (“WP IX”), Warburg Pincus IX LLC, a New York limited liability company and the sole general partner of WP IX (“WP IX LLC”), Warburg Pincus Partners, LLC, a New York limited liability company and the sole member of WP IX LLC (“WP Partners”), Warburg Pincus & Co., a New York general partnership and the managing member of WP Partners (“WP”), Warburg Pincus LLC, a New York limited liability company that manages WP IX (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”).   The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 1.

(b)  The address of the principal business and principal office of the Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.  The general partners of WP, the members and managing directors of WP LLC, the executive officers of WPM GP, and their respective business addresses, are set forth on Schedule I hereto, which is incorporated herein by reference.

(c) The principal business of WPM is to hold an equity investment in the Company (see Item 4 hereto).  The principal business of WPM GP is acting as a general partner of WPM.  The principal business of WP IX is that of making private equity and related investments.  The principal business of WP IX LLC is acting as general partner of WP IX.  The principal business of WP Partners is acting as general partner to certain private equity funds and as the sole member of WP IX LLC.  The principal business of WP is acting as the managing member of WP Partners.  The principal business of WP LLC is managing certain private equity funds, including WP IX.  The principal businesses of each of Messrs. Kaye and Landy is acting as the Managing General Partner of WP and Co-President and Managing Member of WP LLC.  The principal occupation of each of the general partners of WP, the members and managing directors of WP LLC and the executive officers of WPM GP is set forth on Schedule I hereto, which is incorporated herein by reference.

(d)  During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the partners, members and managing directors named on Schedule I,

11

have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the partners, members and managing directors named on Schedule I, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) WPM, WPM GP and WP IX are organized under the laws of Delaware.  WP IX LLC, WP Partners, WP and WP LLC are organized under the laws of New York.  Messrs. Kaye and Landy are citizens of the United States of America, and except as otherwise indicated on Schedule I, each of the individuals referred to on Schedule I hereto is a citizen of the United States of America.

Pursuant to the terms and subject to the conditions of that certain Agreement and Plan of Merger, dated March 31, 2009 (the “Merger Agreement”), by and among the Company, Cars Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and Metavante Technologies, Inc., a Wisconsin corporation (“Metavante”), on October 1, 2009, Metavante was merged with and into Merger Sub (the “Merger”), with Merger Sub as the surviving corporation.

Pursuant to the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) on October 1, 2009, each share of Metavante common stock, par value $0.01 per share (the “Metavante Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.35 fully paid and nonassessable shares of Common Stock.

As of immediately prior to the Effective Time, WPM was the direct beneficial owner of 29,784,274 shares of Metavante Common Stock.  In connection with the consummation of the Merger, pursuant to the terms and subject to the conditions of the Merger Agreement, on October 1, 2009, WPM exchanged such shares of Metavante Common Stock for 40,208,769 shares of Common Stock and a de minimis amount of cash for any fractional shares of Common Stock received by WPM as a result of the Merger.

The Reporting Persons intend to review their investment in the Company on a continuing basis and will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Common Stock and other securities of the Company, if any, the Company’s financial position, operations, assets, prospects, strategic direction and business and other developments affecting the Company and its subsidiaries, the Company’s management, Board of Directors, Company-related competitive and strategic matters, conditions in the securities and financial markets, tax considerations, general

12

market, economic and industry conditions, other investment and business opportunities available to the Reporting Persons and other factors considered relevant.  The Reporting Persons may from time to time take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, (i) acquiring additional shares or disposing of some or all of their shares of Common Stock (or other securities of the Company) or engaging in discussions with the Company and its subsidiaries concerning future transactions with the Company and its subsidiaries, including, without limitation, extraordinary corporate transactions and acquisitions or dispositions of shares of capital stock or other securities of the Company or any subsidiary thereof, (ii) changing their current intentions with respect to any or all matters referred to in this Item 4 and (iii) engaging in hedging, derivative or similar transactions with respect to any securities of the Company.  Any acquisition or disposition of the Company’s securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, direct acquisitions from or dispositions to the Company or a subsidiary thereof or otherwise.

A partner of WP, who is also a member of WP LLC, has been appointed as a director of the Company as the WPM Designee (as defined below).  As part of the Reporting Persons’ continuing evaluation of, and preservation of the value of, their investment in the Common Stock or other securities of the Company, the Reporting Persons and their representatives, including, without limitation, the WPM Designee, may from time to time engage in discussions with, respond to inquiries from or make proposals to various persons, including, without limitation, the Company’s management, the Board of Directors, existing or potential strategic partners of the Company, other shareholders, industry analysts and other relevant parties concerning matters with respect to the Company and the Reporting Persons’ investment in the Common Stock and other securities of the Company, if any, including, without limitation, the business, operations, prospects, governance, management, strategy and the future plans of the Company.

As discussed above, Metavante entered into the Merger Agreement with the Company and Merger Sub, pursuant to which Metavante was merged with and into Merger Sub.  In connection therewith, WPM and the Company entered into a (i) a Shareholders Agreement (as defined below) and (ii) a Stock Purchase Right Agreement (as defined below), each of which is summarized below.  In addition, on March 31, 2009, in connection with the Merger, WPM entered into a Support Agreement with the Company, Merger Sub and Metavante, which was terminated automatically upon the Effective Time of the Merger.

The following summaries of the Shareholders Agreement and Stock Purchase Right Agreement are not intended to be complete.  The Stock Purchase Right Agreement and the Shareholders Agreement, copies of which are filed as Exhibits 2 and 3 hereto, respectively, are incorporated herein by reference and the following summaries of the Stock Purchase Right Agreement and the Shareholders Agreement are qualified in their entirety by reference thereto.  This Statement does not purport to amend, qualify or in any way modify such agreements.

13

Shareholders Agreement

On March 31, 2009, the Company and WPM entered into a Shareholders Agreement (the “Shareholders Agreement”), which Shareholders Agreement became effective at the Effective Time.

Pursuant to the Shareholders Agreement, so long as the Investor Percentage Interest (as defined in the Shareholders Agreement) equals or exceeds 20%, WPM has the right to nominate and have appointed to the Board of Directors of the Company (the “Board”) one director (the “WPM Designee”).  So long as such membership does not conflict with applicable law or the listing requirements of the New York Stock Exchange or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the WPM Designee has the right to serve as a member of the compensation committee of the Board and as a member of the governance committee of the Board.  Such Board appointment right terminates on the earlier of (i) the date on which the Investor Percentage Interest is less than 20% and (ii) the tenth anniversary of the closing date of the Merger.  In addition, the Company has agreed to consider in good faith any request by WPM to have an observer designated by WPM attend any meetings of the Board, committees of the Board or committees of the board of directors of any subsidiary of the Company that the WPM Designee attends.

The Shareholders Agreement provides, subject to the terms and conditions thereof, that WPM has agreed to certain limitations on its ability to transfer the shares of Common Stock owned by it during the period that is 180 days from and including the closing date of the Merger.

The Shareholders Agreement provides, subject to the terms and conditions set forth therein, for certain demand registrations rights exercisable at any time following the date that is 180 days from and including the closing date of the Merger whereby WPM may request that the Company, and upon such request the Company shall use its reasonable best efforts to, register all or a portion of WPM’s Registrable Securities (as defined in the Shareholders Agreement) with the SEC.  Furthermore, pursuant to the Shareholders Agreement and subject to the terms and conditions set forth therein, if the Company proposes to register any of its securities on a form that may include Registrable Securities held by WPM, WPM will have the right to request that all or any part of its Registrable Securities be included in the registration.

The Shareholders Agreement provides that it will continue in effect until the earliest of: (i) its termination by the consent of all of the parties thereto (with the consent of a majority of the independent directors of the Board excluding the WPM Designee), (ii) the date on which WPM and/or its affiliates cease to hold any shares of Registrable Securities (except for those provisions that terminate as of a date specified in such provisions, which provisions shall terminate in accordance with the terms thereof), and (iii) the dissolution, liquidation or winding up of the Company.

Stock Purchase Right Agreement

WPM, Metavante and the Company have entered into a Stock Purchase Right Agreement, dated as of March 31, 2009 (the “Stock Purchase Right Agreement”).  The Stock Purchase Right Agreement replaces that certain Amended and Restated Stock Purchase Right

14

Agreement, dated August 21, 2008, by and between WPM and Metavante (the “Metavante Stock Purchase Right Agreement”).  The Stock Purchase Right Agreement provides, among other things, that as of and following the Effective Time, WPM has the right to purchase shares of Common Stock if certain employee stock options that were outstanding immediately prior to the Effective Time are exercised after the Effective Time in accordance with formulas set forth in the Stock Purchase Right Agreement.  In addition, the Stock Purchase Right Agreement suspended the purchase rights of WPM under the Metavante Stock Purchase Right Agreement from and after March 31, 2009 but provides a mechanism whereby any rights that accrued to WPM under such Metavante Stock Purchase Right Agreement from March 31, 2009 to the Effective Time may be exercised for an equivalent amount of Common Stock in accordance with the terms of the Stock Purchase Right Agreement.

Subject to the terms of the Stock Purchase Right Agreement, the purchase right may generally be exercised quarterly with respect to shares of Common Stock issued pursuant to the Subject Employee Options (as defined in the Stock Purchase Right Agreement) during the preceding quarter.  The Stock Purchase Right Agreement also contains other provisions allowing WPM to exercise a portion of its stock purchase rights upon the occurrence of certain events, including, without limitation, in connection with certain transfers of shares of Common Stock held by WPM.

Additional Disclosure

Except as set forth herein, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons set forth on Schedule I, has any plans or proposals that relate to or would result in: (a) the acquisitions by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of the directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

(a)           As of October 1, 2009, WPM is the direct beneficial owner of 40,208,769 shares of Common Stock.  Due to their respective relationships with WPM and each other, as of October 1, 2009, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 40,208,769 shares of Common Stock, representing approximately 10.8% of the outstanding shares of Common Stock. Such percentage was calculated assuming 372,659,755 shares of Common Stock outstanding as of October 1, 2009, which was calculated based on the sum of (a) 208,573,461 shares of Common Stock outstanding on October 1, 2009 excluding treasury shares and any shares issued in the Merger, and (b) assuming 164,086,294 shares of Common Stock are issued in connection with the Merger in exchange for 121,545,403 shares of Metavante Common Stock outstanding on October 1, 2009.  The foregoing computations were calculated based on information furnished by representatives of the Company to the Reporting Persons on October 8, 2009.

15

In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P., under the Stock Purchase Right Agreement, as further described in Item 4 hereto.

(b)           Each of WPM GP, WP IX, WP IX LLC, WP Partners, WP and WP LLC may be deemed to share with WPM the power to vote or to direct the vote and to dispose or to direct the disposition of the 40,208,769 shares of Common Stock that the Reporting Persons may be deemed to beneficially own as of October 1, 2009 plus any shares they may be deemed to beneficially own pursuant to the Stock Purchase Right Agreement.  Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the other Reporting Persons.  Messrs. Kaye and Landy disclaim beneficial ownership of all of the shares held by WPM.  Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act or for any other purpose.

(c)           Except as described in this Statement (including the schedules to this Statement), during the last sixty (60) days there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their general partners, members or directors as set forth on Schedule I hereto.

(d)           Except as set forth in this Item 5 and for persons referred to in Item 2 above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock that may be deemed to be beneficially owned by the Reporting Persons.

(e)           Not applicable.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement on October 9, 2009, with respect to the joint filing of this Statement and any amendment or amendments hereto (the “Joint Filing Agreement”).  The Joint Filing Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.

As described in Item 4 he reto, (i) WPM and the Company have entered into a Shareholders Agreement and (ii) WPM, Metavante and the Company have entered into a Stock Purchase Right Agreement.  The information set forth in Item 4 with respect to the Shareholders Agreement and Stock Purchase Right Agreement is incorporated into this Item 6 by reference.

16

17

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

18

* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

19

SCHEDULE 1

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”), members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”) and executive officers of WPM GP, LLC (“WPM GP”).  Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York  10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

*             New York limited liability company; primary activity is ownership interest in WP and WP LLC

**           New York limited partnership; primary activity is ownership interest in WP

***         Delaware limited partnership; primary activity is ownership interest in WP

MEMBERS OF WP LLC

(1)          Citizen of Hong Kong

(2)          Citizen of United Kingdom

(3)          Citizen of Hungary

(4)          Citizen of India

(5)          Citizen of Italy

(6)          Citizen of Canada

*  New York limited liability company; primary activity is ownership interest in WP and WP LLC

EXECUTIVE OFFICERS OF WPM GP

As of October 1, 2009.

EXHIBIT 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of Fidelity National Information Services, Inc., is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.  This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

EXHIBIT 2

FIDELITY NATIONAL INFORMATION SERVICES, INC.
STOCK PURCHASE RIGHT AGREEMENT

Stock Purchase Right Agreement, dated as of March 31, 2009 (as it may be amended from time to time, this “Agreement”) among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), WPM, L.P., a Delaware limited partnership (the “Investor”), and solely for the purpose of Sections 5.1, 5.8 and 5.10, Metavante Technologies, Inc., a Wisconsin corporation (“Metavante”).

WHEREAS, concurrently with the execution of this Agreement, the Company, Cars Holdings, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Metavante are entering into an Agreement and Plan of Merger (“Merger Agreement”), which provides, subject to Section 1.1 of the Merger Agreement, for the merger (the “Merger”) of Metavante with and into Merger Sub, pursuant to which all of the outstanding capital stock of Metavante will be converted into the right to receive shares of capital stock of the Company, as set forth in the Merger Agreement;

WHEREAS, as of the date hereof, Investor owns shares of common stock of Metavante and is a party to an Amended and Restated Stock Purchase Right Agreement, dated as of August 21, 2008, between Metavante and Investor (the “Metavante Stock Purchase Right Agreement”);

WHEREAS, as a condition to, among other things, Investor’s willingness to enter into and perform its obligations under that certain Support Agreement, dated as of the date hereof, among the Company, Merger Sub, Investor and Metavante, the Company has agreed to enter into this Agreement and the Shareholders Agreement; and

WHEREAS, upon consummation of the Merger, the Investor will own shares of common stock, par value $0.01 per share, of the Company (the “Common Shares”), and the Investor and the Company are entering into this Agreement in furtherance of that connection;

WHEREAS, except for Sections 2, 4.9, 5.1 through 5.8, 5.10 and 5.11, which shall be effective upon the date set forth above, this Agreement shall be effective as of the date of the effective time of the Merger pursuant to the terms of the Merger Agreement (the “Effective Time”); and

WHEREAS, the actions contemplated herein on behalf of each of the Company and Investor have been duly and validly authorized by all necessary action and no other proceedings on the part of the Company or Investor are necessary to consummate the actions contemplated herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

1.            Purchase Right.  Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby grants to the Investor the right to purchase from the Company the Subject Shares at the Purchase Prices; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the total number of Subject Shares that may be

purchased under this Agreement shall equal one-third of the aggregate number of Common Shares that may be issued under the Subject Employee Options, subject to reduction, if any, pursuant to Section 3.1(b) hereof.  As of the date hereof, there were (i) options to purchase 6,827,536 shares of common stock of Metavante outstanding that (subject to reduction pursuant to Section 3.1(b) of the Metavante Stock Purchase Right Agreement prior to the Effective Date) will be converted into Subject Employee Options pursuant to the terms of the Merger Agreement (such options, the “Applicable Metavante Options”).  Within five business days after the determination of the number of Subject Employee Options into which the Applicable Metavante Options are convertible pursuant to the Merger Agreement (such date of determination to be as soon as reasonably practicable after the Closing Date), the Company shall deliver to Investor a schedule setting forth, with respect to each Subject Employee Option into which the Applicable Metavante Options were converted pursuant to the Merger Agreement, the expiration date, exercise price and number of Common Shares underlying such Subject Employee Option.

2.            Expiration Date; Effectiveness.  Subject to Section 5.9, in no event may the Purchase Right (as defined in Section 3.2(a)) be exercised, in whole or in part, after the earlier of (i) the date that is forty-five days after the Quarterly Notice (as defined herein) is given in respect of the calendar quarter in which all Subject Employee Options expire, (ii) the date that all Subject Shares (as they may have been reduced pursuant to Sections 3.1(b) or 3.2(b)) have been purchased by the Investor or (iii) ten years from November 1, 2007, unless the Board shall extend the expiration date of any of the Subject Employee Options beyond the end of such ten-year period, in which case the Purchase Right shall be similarly extended (the “Expiration Date”).  Except with respect to this Section 2, Section 4.9, Sections 5.1 through 5.8, Section 5.10 and Section 5.11 which shall be effective on the date first set forth above, this Agreement will be automatically effective as of the Effective Time and will continue in effect thereafter until the Expiration Date.  In the event the Merger Agreement is terminated in accordance with its terms prior to the Closing Date, this Agreement shall automatically thereafter terminate and be of no further force and effect; provided, however, this Section 2 and Section 5.10 shall remain in effect pursuant to its terms and Section 5.1 shall remain in effect with respect to Investor and Metavante.

3.            Exercise of Purchase Right.

3.1.         Quarterly Notice and Reduction of Right.

(a)           No later than the last day of each month following the end of each calendar quarter prior to the Expiration Date, the Company shall give the Investor a notice setting forth the following: (i) the aggregate number of Common Shares issued during such quarter upon the exercise of Subject Employee Options, (ii) the aggregate exercise price of such Subject Employee Options for such Common Shares, and (iii) the aggregate number and exercise price of Subject Employee Options that expired unexercised or were forfeited during such quarter (the “Quarterly Notice”).  The Quarterly Notice shall be accompanied by a schedule setting forth, in the form of tranches of the same exercise dates and exercise prices, all unexercised Subject Employee Options as of the end of such quarter.

2

(b)           The Subject Shares shall be automatically reduced by a number equal to one-third of the Common Shares issuable (x) under Subject Employee Options that expire unexercised or are forfeited and (y) under Out of the Money Options as provided in Sections 3.2(a) and 3.2(c).

3.2.         Method of Exercise.

(a)           The Investor shall have a purchase right (including the right to purchase via a Cash Payment, the “Purchase Right”) to purchase a whole number of Common Shares equal to the difference (rounded down to the nearest whole share) between (i) one-third of the aggregate number of Common Shares issued under the Subject Employee Options during each calendar quarter the exercise prices of which equal or are less than the Fair Market Value as of the date of exercise of the Purchase Right for such Common Shares (each such Subject Employee Option, an “In-the-Money Option”; but for clarity, when determining such “In-the-Money Options”, the reference to “one-third” in this clause (i) shall be omitted), and (ii) the quotient of (A) one-third of the aggregate exercise prices of such In-the-Money Options for such Common Shares, in each case as specified in the Quarterly Notice with respect to such quarter (it being understood that this number shall not be reduced for any such Common Shares that are withheld from employees to pay the exercise price of such Subject Employee Options, or any withholding taxes due, pursuant to net vesting settlement and similar provisions) (such number as derived in this subclause (A), the “Exercise Price Equivalent”), divided by (B) the Fair Market Value of a Common Share, determined as of the close of business on the business day immediately before the date of purchase, which date shall also be deemed the date of exercise of the Purchase Right for purposes of determining the In-the-Money Options and Out of the Money Options, for a Purchase Price per share equal to $0.01.  Such purchase shall, subject to Section 5.9, take place 45 days following the date the Quarterly Notice is given (or the first business day following such 45th day, if such day is not a business day).  Following the Quarterly Notice and prior to such date of purchase, the Investor may in lieu of the foregoing purchase right, deliver to the Company a notice (the “Cash Payment Notice”) electing to purchase by a Cash Payment a number of Common Shares equal to one-third of the aggregate number of Common Shares issued under the In-the-Money Options for an aggregate Purchase Price equal to the Exercise Price Equivalent, in which case the Cash Payment shall be made on the same date the Cash Payment Notice is delivered to the Company; provided that, if the Investor exercises its right to make the Cash Payment, such right shall also be included in the term “Purchase Right” for purposes of this Agreement.  Upon the purchase of any Common Shares pursuant to this Section 3.2(a) or Section 3.3, the number of Subject Shares remaining shall be reduced by the number of Common Shares that would have been purchased assuming the Investor had purchased using the Cash Payment.  The Subject Shares shall also be reduced by a number equal to one-third of the number of Common Shares issued during each calendar quarter pursuant to Out of the Money Options.

(b)           In the event the Investor sells, transfers, assigns or otherwise disposes of (whether by operation of law or otherwise) (but only in the event that the Purchase Right is not accelerated under Section 3.2(c) in connection with such event), to

3

a third party that is not an affiliate of the Investor or distributes to its limited partners (collectively, “Transfers”), any of the Common Shares it acquired pursuant to the terms of the Merger Agreement, but not any Common Shares that it thereafter acquired in excess of such Common Shares (it being understood that in connection with any such sale, transfer, assignment or disposition the Investor shall be deemed to have first sold, transferred, assigned or disposed of the Common Shares it acquired pursuant to the terms of the Merger Agreement until the Investor has sold, transferred, assigned or disposed of all such Common Shares), it may exercise the Purchase Right for a whole number of Common Shares equal to the difference (rounded down to the nearest whole share) between (i) the number of applicable Acceleration Subject Shares, and (ii) the quotient of (A) the related Acceleration Purchase Price, divided by (B) the Fair Market Value of a Common Share, determined as of the date the Acceleration Notice is given, for a Purchase Price per share equal to $0.01, by delivering to the Company an irrevocable exercise notice within 10 days of such sale (the “Acceleration Notice”).  The Acceleration Notice shall set forth the number of Common Shares that have been sold by the Investor and the dates of sales thereof and shall certify that such Acceleration Notice is being given in accordance with Section 3.2(b), and shall specify whether, in lieu of the foregoing Purchase Right, the Investor wishes to elect to purchase by a Cash Payment the number of applicable Acceleration Subject Shares for an amount equal to the Acceleration Purchase Price.  Within 10 business days of receiving the Acceleration Notice, the Company shall give the Investor notice (the “Acceleration Details Notice”) of the Acceleration Purchase Price applicable to the Acceleration Notice as well as the Company’s calculation of the number of Acceleration Subject Shares being purchased by the Investor pursuant to such Acceleration Notice.  In the event that Investor elects to pay the Acceleration Purchase Price in cash, it shall deliver the Acceleration Purchase Price specified in the Acceleration Notice no later than three days following the giving of such Acceleration Details Notice.  Upon the purchase of any Acceleration Subject Shares pursuant to this Section 3.2(b), the number of Subject Shares remaining shall be reduced by the number of Acceleration Subject Shares so purchased.

(c)           Immediately prior to an all-cash merger or other business combination involving the Company in which the Common Shares are converted into the right to receive only cash in exchange for such Common Shares, the Purchase Right shall automatically be deemed exercised for the number of Common Shares equal to the difference (rounded down to the nearest whole share) between (i) all Subject Shares then still subject to the Purchase Right and (ii) the quotient of (A) the related Acceleration Purchase Price, divided by (B) the Fair Market Value of a Common Share, determined as of three business days before the date of such acceleration, for a Purchase Price per share equal to $0.01.  The Subject Shares shall be reduced by a number equal to one-third of the number of Common Shares subject to Out of the Money Options as of the date of an acceleration pursuant to this Section 3.2(c).

(d)           The Purchase Right may be exercised by the Investor solely as and to the extent expressly set forth in this Section 3.2.  In no event may the Purchase Right be exercised after it terminates as set forth in Section 2.  No certificate representing a Common Share shall be delivered to the Investor until the full purchase price therefore

4

has been paid.  Notwithstanding anything to the contrary contained in this Agreement, the Company shall have no obligation to issue any fraction of a Common Share under this Agreement and all of such fractional shares shall be disregarded.

3.3.         Metavante Stock Purchase Right Agreement.  In addition to the rights set forth in this Agreement, in connection with the first Quarterly Notice required to be delivered by the Company following the Closing Date, the Company shall deliver to the Investor a schedule setting forth the aggregate Closing Metavante Subject Shares, including (i) a compution of the In-the-Money Options (as defined in the Metavante Stock Purchase Right Agreement) and (ii) substantially the same information regarding the Closing Metavante Subject Shares as the Company is required to deliver in the Quarterly Notice.  In addition to any Purchase Rights that the Investor has related to such first Quarterly Notice, Investor shall have a right (the “Metavante Purchase Right”) to purchase the Closing Metavante Subject Shares for a cash purchase price per share equal to $0.01; provided, however, in lieu of the foregoing purchase right, Investor may deliver to the Company a notice electing to purchase by a Cash Payment one-third of the aggregate number of Metavante In-the-Money Option Shares for an aggregate purchase price equal to one-third of the aggregate exercise prices of such Metavante In-the-Money Option Shares.  Such purchase shall, subject to Section 5.9, take place 45 days following the date the first Quarterly Notice is given (or the first business day following such 45th day, if such day is not a business day).  Exhibit A hereto sets forth, for illustrative purposes only, an example of the computation of the Metavante Purchase Right pursuant to this Section 3.3.

4.            Additional Terms and Conditions of Purchase Right.

4.1.         Nontransferability of Purchase Right.  The Purchase Right and the Metavante Purchase Right are exercisable only by the Investor.  Neither the Purchase Right nor the Metavante Purchase Right may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Purchase Right or the Metavante Purchase Right, shall be null and void.

4.2.         Investment Representation.

(a)           The Investor hereby represents and warrants that (a) any Common Shares purchased upon exercise of either of the Purchase Right or the Metavante Purchase Right will be purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Investor shall submit a written statement, in form reasonably satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of purchase of any shares hereunder or (y) is true and correct as of the date of any sale of any such shares, as applicable.

5

(b)           All Common Shares issued under this Agreement and the shares issued in connection with the Metavante Purchase Right shall bear the legend specified in Section 6.3 of the Shareholders Agreement only for the time period specified in such Section 6.3.

4.3.         Adjustment.  In the event of any adjustment (i) in the Common Shares issuable upon exercise of Subject Employee Options or the Metavante Purchase Right or (ii) to the terms of any of the Subject Employee Options, including the exercise prices, in each case including as a result of stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event (for the avoidance of doubt, other than the transactions contemplated by the Merger Agreement), the Subject Shares and the shares issuable in connection with the Metavante Purchase Right and the terms and conditions thereof (including without limitation the Purchase Price thereof) shall be equitably adjusted by the Board in the same manner as the Subject Employee Options.

4.4.         Compliance with Applicable Law.  The Purchase Right and the Metavante Purchase Right are subject to the condition that if the listing, registration or qualification of the Subject Shares or the shares issuable in connection with the Metavante Purchase Right upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or reasonably desirable as a condition of, or in connection with, the purchase or delivery of Subject Shares or the shares issuable in connection with the Metavante Purchase Right, the Purchase Right or the Metavante Purchase Right, as applicable, may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained.  The Company and the Investor agree to use reasonable efforts to promptly effect or obtain any such listing, registration, qualification, consent or approval. The Company represents and warrants that none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof requires any listing, registation or qualification of the Subject Shares or the shares issued in connection with the Metavante Purchase Right upon any securities exchange or under any law, and that no consent or approval of any governmental body, or the taking of any other action is necessary as a condition of, or in connection with, the purchase or delivery of Subject Shares or the shares issuable in connection with the Metavante Purchase Right by the Investor.

4.5.         Delivery of Certificates.  Upon the exercise of the Purchase Right or the Metavante Purchase Right, as applicable, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of shares purchased against full payment therefore, subject to Section 4.2(b).

4.6.         Purchase Right Confers No Rights as Shareholder.  The Investor shall not be entitled to any privileges of ownership with respect to Subject Shares or the shares issuable in connection with the Metavante Purchase Right unless and until purchased and delivered upon the exercise of the Purchase Right or the Metavante Purchase Right, as applicable, in whole or in part, and the Investor becomes a shareholder of record with respect to such delivered shares; and

6

the Investor shall not be considered a shareholder of the Company with respect to any such shares not so purchased and delivered previously.

4.7.         Company to Reserve Shares.  The Company shall at all times prior to the expiration or termination of each of the Purchase Right and the Metavante Purchase Right reserve and keep available, either in its treasury or out of its authorized but unissued Common Shares, the full number of shares subject from time to time to the Purchase Right and the Metavante Purchase Right.

4.8.         Shareholders Agreement.  Any Common Shares issued upon exercise of the Purchase Right and all Common Shares issuable upon exercise of the Metavante Purchase Right shall be subject to the provisions of the Shareholders Agreement, and shall be shares of “Common Stock” that are “Beneficially Owned” by Investor for purposes of the Shareholders Agreement.  Without limiting the generality of the foregoing, such Common Shares issued upon exercise of the Purchase Right and all Common Shares issued upon exercise of the Metavante Purchase Right shall be subject to (i) the registration rights provisions of Article II of the Shareholders Agreement, (ii) the transfer restriction provisions of Section 3.1 of the Shareholders Agreement, and (iii) the provisions of Section 6.3 of the Shareholders Agreement only for the time period specified in such Section 6.3.

4.9.         Defined Terms.  Capitalized terms used in this Agreement have the following meanings:

“Acceleration Purchase Price” shall mean with respect to any Acceleration Subject Shares, one-third of the aggregate exercise price of the Subject Employee Options to the extent used in determining such Acceleration Subject Shares.

“Acceleration Subject Shares” shall mean (x) in the case of Section 3.2(b) a number of Common Shares equal to one-third of a percentage of the Reference Common Shares that is equal to the percentage of the Common Shares transferred by the Investor as contemplated by Section 3.2(b) and in respect of which an Acceleration Notice had not been delivered previously, and (y) in the case of Section 3.2(c) a number of Common Shares equal to one-third of all Common Shares subject to then outstanding Subject Employee Options the exercise prices of which are equal to or are less than the Fair Market Value as of the date of an acceleration pursuant to Section 3.2(c).

“Board” shall mean the Board of Directors of the Company, excluding the Investor Designee (as defined in the Shareholders Agreement).

“Cash Payment” shall mean a wire transfer of immediately available funds to such account as the Company may specify from time to time.

“Closing Date” shall mean the date of the Effective Time of the Merger pursuant to the Merger Agreement.

7

“Closing Metavante Subject Shares” shall be determined by reference to the Closing Date and shall be equal to the number of shares of Common Shares equal to the sum (rounded down to the nearest whole share number) obtained by adding (A) any Subject Shares (as defined in the Metavante Stock Purchase Right Agreement) that, but for Section 5.10, the Investor would have had a right to purchase as a result of a Quarterly Notice (as defined in the Metavante Stock Purchase Right Agreement) that Metavante would have been required to give to the Investor, including, without limitation, any Quarterly Notice (as defined in the Metavante Stock Purchase Right Agreement) Metavante would have been required to give to the Investor assuming the one month period set forth in the Metavante Stock Purchase Right Agreement had expired prior to the Closing Date, but that the Investor did not exercise on or prior to the Closing Date, as contemplated by Section 5.10, plus (B), without duplication of the time period set forth in the preceding clause (A), the number of Subject Shares (as defined in the Metavante Stock Purchase Right Agreement) the Investor could purchase if Metavante was obligated to determine, as of the Closing Date, the Investor’s Purchase Right (as defined in the Metavante Stock Purchase Right Agreement) for the time period beginning on the first day of the most recent calendar quarter and ending on and including the Closing Date; provided, however, in calculating the number of Subject Shares (as defined in the Metavante Stock Purchase Right Agreement) for the purposes of clause (A) and (B) above, the number of Common Shares (as defined in the Metavante Stock Purchase Right Agreement) obtained in respect of clause (i) of Section 3.2(a) of the Metavante Stock Purchase Right Agreement shall first be multiplied by the Exchange Ratio (as defined in the Merger Agreement) prior to subtracting the number obtained in clause (ii) of Section 3.2(a) of the Metavante Stock Purchase Right Agreement.  For purposes of determining the Closing Metavante Subject Shares, (i) all computations and other determinations shall be made as of the Closing Date, including, without limitation, the determination of Fair Market Value (as defined in the Metavante Stock Purchase Right Agreement), In-the-Money Options (as defined in the Metavante Stock Purchase Right Agreement) and Out of the Money Options (as defined in the Metavante Stock Purchase Right Agreement) and (ii) all time periods regarding exercise of the Investor’s rights with respect to such Closing Metavante Subject Shares under the Metavante Stock Purchase Right Agreement shall be disregarded.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations thereunder, as in effect from time to time.

“Fair Market Value” shall mean the closing transaction price of a Common Share as reported in the New York Stock Exchange Composite Transactions (or the equivalent reporting system for any other national securities exchange on which the Common Shares are primarily listed) on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common Shares are not listed on any national securities exchange, the Fair Market Value may be determined by the Board by whatever means or method as the Board, in the good faith exercise of its discretion, shall at such time deem appropriate.

“Metavante In-the-Money Option Shares” shall be determined by reference to the Closing Date and shall be equal to the number of shares of Common Shares equal to the product (rounded down to the nearest whole share number) obtained by multiplying (A) the Exchange Ratio (as defined in the Merger Agreement) by (B) one-third of the aggregate number of shares

8

of common stock of Metavante issued pursuant to all of the In-the-Money Options (as defined in the Metavante Stock Purchase Right Agreement; but for clarity, when determining such “In-the-Money Options”, the reference to “one-third” in Section 3.2(a) of such Metavante Stock Purchase Right Agreement shall be omitted) included in the determination of the Closing Metavante Subject Shares.

“Out of the Money Options” shall mean (x) in the case of Section 3.2(a), Subject Employee Options the exercise prices of which are greater than the Fair Market Value as of the date of exercise of the Purchase Right for such Common Shares, and (y) in the case of Section 3.2(c), Subject Employee Options the exercise prices of which are greater than the Fair Market Value as of the date of an acceleration pursuant to such Section 3.2(c).

“Purchase Prices” shall mean the purchase prices for which the Investor may purchase Subject Shares hereunder.

“Reference Common Shares” shall mean, as of any time of determination, the Subject Shares subject to those Subject Employee Options (i) that are outstanding, unexercised and vested, (ii) the exercise prices of which equal or are less than the Fair Market Value as of such date, (iii) not previously used in determining the Acceleration Subject Shares in connection with any Acceleration Notice, and (iv) have the earliest grant dates (when compared to other Subject Employee Options that meet the specifications in clause (i) — (iii) immediately above).

“Shareholders Agreement” shall mean that certain Shareholders Agreement, dated as of the date hereof, among the Company, the Investor and any other Shareholders (as defined therein) that become a party thereto, as amended from time to time.

“Subject Employee Options” shall mean the options to acquire shares of common stock of Metavante that are subject to the Metavante Stock Purchase Right Agreement immediately prior to the Effective Time of the Merger, which options are, pursuant to the terms set forth in the Merger Agreement, being converted into options to acquire Common Shares of the Company in connection with the Merger.  The number of Subject Employee Options, if determined as of the date hereof after giving effect to the Exchange Ratio (as defined in the Merger Agreement), is 9,217,173, and such number shall only be reduced prior to the Effective Time of the Merger in accordance with Section 3.1(b)(x) of the Metavante Stock Purchase Right Agreement.

“Subject Shares” shall mean the Common Shares issuable pursuant to Section 3 hereof.

5.            Miscellaneous Provisions.

5.1.         Successors.  This Agreement shall be binding upon and inure to the benefit of the Investor, the Company and the successors and assigns of the Company and with respect to Section 5.10, the successors and assigns of Metavante.  The Investor may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9

5.2.         Notices.  All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) upon confirmation of receipt if delivered by telecopy or telefacsimile, (c) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (d) on the date received if delivered by registered or certified mail, return receipt requested, postage prepaid.  All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Company, to it at:

Fidelity National Information Services, Inc.
601 Riverside Ave.

Jacksonville, Florida 32204

Attention: Executive Vice President and General Counsel

Facsimile: (904) 357-1005

and

Fidelity National Information Services, Inc.

4050 Calle Real, Suite 210

Santa Barbara, CA 93110

Attention:  Executive Vice President, Legal

Facsimile:  (805) 696-7831

with a copy to (which shall not constitute notice):

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention:  Edward D. Herlihy, Esq.

Lawrence S. Makow, Esq.

Matthew M. Guest, Esq.

Facsimile:  (212) 403-2000

If to Investor, to it at:

WPM, L.P.
c/o Warburg Pincus & Co.
466 Lexington Avenue
New York, New York 10017
Attention:  James Neary
Facsimile:  (212) 878-9351

with a copy to (which shall not constitute notice):

Willkie Farr & Gallagher LLP
787 Seventh Avenue

10

New York, New York 10019
Attention:  Steven J. Gartner, Esq.

Robert T. Langdon, Esq.

Facsimile:  (212) 728-8111

If to Metavante, to it at:

Metavante Technologies, Inc.

4900 West Brown Deer Road

Milwaukee, Wisconsin 53223

Attention:  Chief Executive Officer

Facsimile:  (414) 362-1775

and

Metavante Technologies, Inc.

4900 West Brown Deer Road

Milwaukee, Wisconsin 53223

Attention:  General Counsel

Facsimile:  (414) 362-1775

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

Citigroup Center

153 E. 53rd Street

New York, New York 10022

Attention:  Stephen Fraidin, Esq.

Jeffrey Symons, Esq.

Facsimile:  (212) 446-4900

and

Quarles & Brady LLP

411 E. Wisconsin Avenue

Milwaukee, WI 53202

Attention:  Conrad G. Goodkind, Esq.

Walter J. Skipper, Esq.

Facsimile:  (414) 978-8976

or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above.

5.3.         Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to choice of law principles thereof).

11

5.4.         Consent to Jurisdiction.  Each of Investor and the Company irrevocably agrees that any legal action or proceeding with respect to this Agreement, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in any federal or state court located in the State of Delaware, and each of Investor and the Company hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  Each of Investor and the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable laws, that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

5.5.         Waiver of Jury Trial.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

5.6.         Counterparts.  This Agreement may be executed in counterparts each of which shall be deemed an original and which together shall constitute one and the same instrument.

5.7.         Descriptive Headings.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

5.8.         Amendments and Waivers.  The provisions of this Agreement may be amended or waived only upon the prior written consent of the Company (to the extent approved by a majority of Independent Directors, excluding the Investor Designee, each as defined in the Shareholders Agreement) and Investor; provided, however, that with respect to any amendments to this

12

Section 5.8 or Sections 5.1 or 5.10 prior to the Closing Date, the prior written consent of Metavante shall also be required.

5.9.         Section 16 Matters.  The exercise dates set forth herein applicable to the Investor shall, at the request of the Investor, automatically be extended as necessary to avoid liability, if any, to the Investor under Section 16 of the Exchange Act; provided, however, in the event the Investor requests that such exercise date be extended, all computations and other determinations shall be made as of the date on which the exercise period (without giving effect to any extension pursuant to this Section 5.9) would have otherwise occurred.  For as long as the Investor is entitled to appoint the Investor Designee pursuant to the terms of the Shareholders Agreement, the Board of Directors of the Company, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3 under the Exchange Act), shall, if requested by the Investor, and to the extent then permitted under applicable law, adopt resolutions and otherwise use reasonable efforts to cause any acquisition from the Company of Common Shares issued pursuant to this Agreement and Common Shares issuable in connection with the Metavante Purchase Right or dispositions to the Company of Common Shares issued pursuant to this Agreement or Common Shares issuable in connection with the Metavante Purchase Right to be exempt under Rule 16b-3 under the Exchange Act.

5.10.       Suspension of Rights under Metavante Stock Purchase Right Agreement; Amendment and Termination of Metavante Stock Purchase Right Agreement.

(a)           Investor and Metavante agree that from and after the date hereof the rights and obligations of Investor and Metavante under the Metavante Stock Purchase Right Agreement shall be suspended and in lieu of the Investor’s purchase rights under such Metavante Stock Purchase Agreement, Investor shall be entitled to exercise the Metavante Purchase Right at the time and on the terms set forth in Section 3.3 herein.  In the event this Agreement is terminated pursuant to the last sentence of Section 2 herein, Investor and Metavante, in good faith, shall determine the purchase rights Investor would have had under the Metavante Stock Purchase Right Agreement (assuming any Quarterly Notices (as defined in such Metavante Stock Purchase Right Agreement) were delivered to Investor on the date that is 15 days following the end of each calendar quarter during which Investor’s purchase rights were suspended pursuant to this Section 5.10 and assuming Investor would have exercised such purchase rights 45 days following the date such Quarterly Notice is assumed to have been given (or the first business day following such 45th day, if such day is not a business day)), and Investor shall have 45 days following the date of termination of this Agreement to exercise such purchase rights for the purchase price determined pursuant to the Metavante Stock Purchase Right Agreement and from and after the date of termination of this Agreement, the Metavante Stock Purchase Right Agreement shall remain in full force and effect in accordance with its terms and Investor’s and Metavante’s respective rights and obligations shall no longer be deemed to be suspended.  Investor and Metavante agree that the provisions of Sections 4.9 and 5.1 through and including 5.7 shall govern this Section 5.10.

(b)           Effective as of the date hereof, each of Metavante and Investor hereby agrees that Section 3.2(c) of the Metavante Stock Purchase Right Agreement be, and hereby is, amended and restated in its entirety as follows:

13

“Subject to the proviso below, immediately prior to (i) any event causing the simultaneous acceleration of the vesting, or automatic exercise, of all the Subject Employee Options or (ii) a merger or other business combination involving the Company in which the Common Shares are converted into the right to receive cash in exchange for such Common Shares, the Purchase Right shall automatically be deemed exercised for the number of Subject Shares equal to the difference (rounded down to the nearest whole share) between (i) all Subject Shares then still subject to the Purchase Right and (ii) the quotient of (A) the related Acceleration Purchase Price, divided by (B) the Fair Market Value of a Subject Share, determined as of three business days before the date of such acceleration, for a Purchase Price per share equal to $0.01; provided, however, notwithstanding anything to the contrary in the foregoing, the Purchase Right shall not automatically be deemed exercised, as a result of, or in connection with, any of the transactions contemplated by, relating to or resulting from that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 31, 2009 by and between Fidelity National Information Services, Inc., a Georgia Corporation, Cars Holdings, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Fidelity National Information Services, Inc. and the Company, including without limitation, any acceleration of the vesting of the Subject Employee Options in connection with, or as a result of, any of the transactions contemplated by the Merger Agreement or actions relating thereto.  The Subject Shares shall be reduced by a number equal to one third of the number of Common Shares subject to Out of the Money Options as of the date of an acceleration pursuant to this Section 3.2(c).”

(c)           Effective as of the Effective Time, each of Metavante and Investor hereby agrees that the Metavante Stock Purchase Right Agreement shall be deemed terminated and be of no further force or effect.

5.11.       Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter hereof and thereof.

14

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

[SIGNATURE PAGE TO STOCK PURCHASE RIGHT AGREEMENT]

[SIGNATURE PAGE TO STOCK PURCHASE RIGHT AGREEMENT]

[SIGNATURE PAGE TO STOCK PURCHASE RIGHT AGREEMENT]

Exhibit A

Illustrative Example of the Computation of the Metavante Purchase Right pursuant to Section 3.3.

For illustrative purposes only and using the assumptions below, the Metavante Purchase Right would be exercisable by the Investor for 56 Common Shares (i.e., [1.35 * (1/3 * 200)] - (1/3 * 2,000/20)) at a per share purchase price of $0.01.  Alternatively, the Metavante Purchase Right would be exercisable by the Investor for 90 Common Shares (i.e., 1.35 * (1/3 * 200)) for an aggregate purchase price of $666.66 (i.e., 1/3*$2,000).

Assumptions

(1)           Closing Date: August 1, 2009.

(2)           But for Section 5.10, Metavante would have delivered a Quarterly Notice for the quarterly period ended March 31, 2009 on April 15, 2009, which Quarterly Notice indicates 50 shares of Metavante common stock were issued upon exercise of options to acquire Metavante common stock during such quarter with an aggregate exercise price of $500.

(3)           But for Section 5.10, Metavante would have delivered a Quarterly Notice for the quarterly period ended June 30, 2009 on July 15, 2009, which Quarterly Notice indicates 50 shares of Metavante common stock were issued upon exercise of options to acquire Metavante common stock during such quarter with an aggregate exercise price of $500.

(4)           During the period beginning on July 1, 2009 through August 1, 2009, 100 shares of Metavante common stock were issued upon exercise of options to acquire Metavante common stock during such period with an aggregate exercise price of $1,000.

(5)           Fair Market Value of a Share of Metavante common stock on the Closing Date:  $20.

(6)           Exchange Ratio:  1.35.

EXHIBIT 3

FIDELITY NATIONAL INFORMATION SERVICES, INC.

SHAREHOLDERS AGREEMENT

Dated as of March 31, 2009

Table of Contents

ARTICLE I.

BOARD RIGHTS

ARTICLE II.

REGISTRATION RIGHTS

ARTICLE III.

TRANSFER PROVISIONS

ARTICLE IV.

INDEMNIFICATION

ARTICLE V.

DEFINITIONS

ARTICLE VI.

MISCELLANEOUS

ii

SHAREHOLDERS AGREEMENT, dated as of March 31, 2009 (as it may be amended from time to time, this “Agreement”), by and among (i) Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), (ii) WPM, L.P., a Delaware limited partnership (“Investor”), and (iii) any other Shareholder that may become a party to this Agreement after the date and pursuant to the terms hereof.

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Agreement, the Company, Cars Holdings, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Metavante Technologies, Inc., a Wisconsin corporation (“Wisconsin”) are entering into an Agreement and Plan of Merger (“Merger Agreement”), which provides, subject to Section 1.1 of the Merger Agreement, for the merger (the “Merger”) of Wisconsin with and into Merger Sub, pursuant to which all of the outstanding capital stock of Wisconsin will be converted into the right to receive shares of capital stock of the Company, as set forth in the Merger Agreement;

WHEREAS, as of the date hereof, Investor owns shares of common stock of Wisconsin and is a party to a Shareholders Agreement, dated as of November 1, 2007, between Wisconsin and Investor, as amended (the “Shareholders Agreement”), which Shareholders Agreement will, pursuant to the terms of the Support Agreement (as defined below), be terminated at the Effective Time (as defined in the Merger Agreement);