UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  January 31, 2006

FIDELITY NATIONAL INFORMATION SERVICES, INC.

(Exact name of registrant as specified in charter)

CERTEGY INC., 100 Second Avenue South, Suite 1100S, St. Petersburg, Florida  33701

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01                                       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Agreements Entered into at Closing of Merger

In connection with the closing of the Merger described under Item 2.01 of this report, the registrant entered into the following agreements:

Registration Rights Agreement

At the closing of the Merger the registrant entered into a Registration Rights Agreement with all of the current shareholders of the registrant who were stockholders of Fidelity National Information Services, Inc., a Delaware corporation that was merged into a subsidiary of the registrant (“Former FIS”) immediately prior to the Merger (the “Former FIS Stockholders”).  Under the Registration Rights Agreement, the Former FIS Stockholders have the right to require the registrant to register the shares of common stock of the registrant issued to them in the Merger for resale and the right to participate in registrations that the registrant might undertake.  The Former FIS Stockholders will collectively have the right to require the registrant to register shares for resale by them up to eight times on Form S-1 and an unlimited number of times on Form S-3.  Such registrations may be underwritten registrations or shelf registrations, at the election of the selling shareholders, and may include an unlimited number of shares.  The Former FIS Stockholders also will be able to include their shares in any registration the registrant may undertake, subject to customary limitations on their rights where the inclusion of their shares in an underwritten public offering initiated by the registrant would adversely affect the distribution or marketability of the securities being offered or the price that will be paid in the offering.  The registrant will pay all of the Former FIS Stockholders’ expenses associated with any such registration except for underwriter discounts or other selling commissions.  The foregoing summary is qualified in its entirety by reference to the text of the Registration Rights Agreement filed as Exhibit 99.1 to this report.

Interim Term Loan

On January 31, 2006, the registrant entered into a new interim term loan agreement (the “SunTrust Loan Agreement”) for purpose of funding payment of the special dividend paid in connection with the Merger, as further described under Item 2.01 below and certain related transaction expenses.  The SunTrust Loan Agreement provided for a $250 million unsecured interim term loan, bearing interest at a rate equal to the higher of SunTrust’s announced prime lending rate or the federal funds rate plus one-half of one percent.  The interim term loan made under the SunTrust Loan Agreement was subject to mandatory repayment on the effective date of the consummation of the Merger, and was repaid on February 1, 2006, using proceeds from Former FIS’s senior credit facility and from cash on hand of registrant.

Joinder to Former FIS’s Credit Facility

Upon the completion of the Merger, the registrant became a co-borrower and guarantor under Former FIS’s senior credit facilities.  The following subsidiaries of the registrant also became guarantors of this indebtedness, pursuant to a Subsidiary Guaranty Supplement dated on

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or about February 1, 2006:  Certegy Card Services, Inc.; Certegy Check Services, Inc.; Certegy E-Banking Services, Inc.; Certegy First Bankcard Systems, Inc.; Certegy Payment Services; Certegy Payment Recovery Services, Inc.; Certegy Transaction Services, Inc.; Crittson Financial Corporation; GameCash Inc.; Game Financial Corporation; and Game Financial Corporation of Wisconsin.

These senior credit facilities (collectively, the “FIS Credit Facilities”) consist of an $800 million Term Loan A facility, a $2.0 billion Term Loan B facility (collectively, the “Term Loan Facilities”) and a $400 million revolving credit facility (the “Revolver”) with a consortium of lenders led by Bank of America.  Former FIS fully drew upon the entire $2.8 billion in Term Loan Facilities to consummate a recapitalization of Former FIS in March 2005.  Revolver borrowings and Term A Loans bear interest at a floating rate, which is, at the borrower’s option, either the British Bankers Association LIBOR or base rate plus, in both cases, an applicable margin, which is subject to adjustment based on the senior secured leverage ratio of the registrant.  The Term B Loans bear interest at either the British Bankers Association LIBOR plus 1.75% per annum or, at the borrower’s option, a base rate plus 0.75% per annum.  The borrower may choose one month, two month, three month, six month, and to the extent available, nine month or one year LIBOR, which then applies for a period of that duration.  Interest is due at the end of each interest period, provided that for LIBOR loans that exceed three months, the interest is due three months after the beginning of such interest period.  The Term Loan A matures in March, 2011, the Term Loan B in March, 2013, and the Revolver in March, 2011.  The Term Loan Facilities are subject to quarterly amortization of principal in equal installments of ..25% of the original principal amount with the remaining balance payable at maturity.  As a result of these scheduled repayments, the aggregate principal balance of the Term Loan Facilities is approximately $2.55 billion as of the date of this report.  In addition to the scheduled amortization, and with certain exceptions, the Term Loan Facilities are subject to mandatory prepayment from excess cash flow, issuance of additional equity and debt, and sales of certain assets.  Voluntary prepayments of both the Term Loan Facilities and revolving loans and commitment reductions of the revolving credit facility are permitted at any time without fee upon proper notice and subject to minimum dollar requirements and payment of any LIBOR breakage charges if applicable.

The FIS Credit Facilities contain affirmative, negative, and financial covenants customary for financings of this type, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments and dispositions, limitations on dividends and other restricted payments and capital expenditures, a minimum interest coverage ratio, and a maximum secured leverage ratio.  Following the Merger, the FIS Credit Facilities will be secured by liens granted upon substantially all of the assets of Fidelity National Information Solutions, Inc. and Fidelity National Tax Service, Inc., as borrowers, and certain subsidiaries of Former FIS that are party to that certain Security Agreement dated as of March 9, 2005 by such borrowers and subsidiaries in favor of Bank of America, N.A., as Collateral Agent thereunder.  These financial covenants include restrictions on the amount of indebtedness that the registrant is allowed to incur during the existence of the credit facilities.  The registrant is also required to keep its senior secured leverage ratio at stated ratios for each fiscal quarter beginning with 5.35:1 in the third quarter of 2005 and eventually being reduced to 2.75:1 by the fourth quarter of 2012.  The credit facility also calls for the registrant to have interest coverage ratios for

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each fiscal quarter that are not less than 2.75:1 in the third quarter of 2005 and eventually rising to 4.25:1 by the fourth quarter of 2012.  The registrant is also restricted in the amount of capital expenditures that it can make for any fiscal year.  Capital expenditures cannot exceed $200 million for the fiscal year ending in 2005, with the amount allowed eventually rising to $250 million by the fiscal year ending in 2010.  If the registrant  does not spend $200 million in capital expenditures in any given fiscal year, the amount of difference may be carried forward and used over the next two fiscal years.  The FIS Credit Facilities include customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, the interest rate on all outstanding obligations will be increased and payments of all outstanding loans may be accelerated and/or the lenders’ commitments may be terminated.  In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the FIS Credit Facilities will automatically become immediately due and payable, and the lenders’ commitments will automatically terminate.

The foregoing summary is qualified in its entirety by reference to the text of the Credit Agreement dated as of March 9, 2005, among Fidelity National Information Solutions, Inc. and Fidelity National Tax Service, Inc., as Borrowers, Former FIS, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, filed as Exhibit 10.1 to that certain Report on Form 8-K filed by Fidelity National Financial, Inc. on March 15, 2005; Amendment No. 1 and Addendum to such Credit Agreement, dated September 26, 2005, and filed as Exhibit 99.5 to this report; and that certain Joinder Agreement dated on or about February 1, 2006, by and between the registrant and Bank of America, N.A., as Administrative Agent under such Credit Agreement, filed as Exhibit 99.6 to this report.

Amended and Restated Stock Incentive Plan

At the special meeting of shareholders at which the Merger was approved, the registrant’s shareholders also approved the Amended and Restated Certegy Inc. Stock Incentive Plan (the “Amended and Restated Plan”) which previously had been approved by the Board of Directors, subject to the approval of the registrant’s shareholders and the consummation of the Merger.  With the closing of the Merger such plan became effective.

Changes to Prior Plan

The registrant’s board of directors originally adopted the Certegy Inc. Stock Incentive Plan (formerly known as the Certegy Inc. 2001 Stock Incentive Plan) effective as of June 15, 2001.  This plan was approved by Certegy’s sole shareholder, Equifax Inc., prior to the spin-off of Certegy from Equifax.  The plan was amended and restated by Certegy on February 28, 2002, which amendment and restatement was approved by Certegy’s shareholders on May 16, 2002, and the plan was again amended on June 18, 2004.  The Amended and Restated Plan differs from the prior plan in the following principal respects:

•                  the total number of shares of the registrant’s common stock authorized for issuance under the Amended and Restated Plan is 14,598,182 shares, which is 6 million more shares than were authorized for issuance under the prior plan;

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•                  the Amended and Restated Plan deleted the “evergreen” provision contained in the prior plan, which would have automatically increased the number of shares available for issuance under the plan each year through 2008;

•                  no individual participant will be awarded option rights for more than 1 million shares during any calendar year, an increase of 650,000 shares over the previous annual limit for any individual; and

•                  the combined number of shares of restricted stock and restricted stock units (“RSU’s”) granted to any individual participant during any calendar year may not exceed 400,000 shares, an increase of 200,000 shares over the prior limit.

Plan Administration

The Compensation Committee of the registrant’s board of directors administers the Amended and Restated Plan.  The committee has the discretion to delegate to one or more of the registrant’s officers its authority and duties under the Amended and Restated Plan with respect to participants who are not subject to the reporting and other requirements of Section 16 of the Securities Exchange Act of 1934.  The committee has the right to terminate the Amended and Restated Plan at any time, or amend the Amended and Restated Plan, so long as the termination or amendment does not adversely affect any rights of any participant with respect to outstanding awards without that participant’s consent.

Eligibility

The committee or its delegate is authorized to make awards under the Amended and Restated Plan to any of the registrant’s officers or other key employees, or others performing services for the registrant or any officers, other key employees, or service providers of the registrant’s subsidiaries, and to award stock options, restricted stock or restricted stock units to the registrant’s non-employee directors.  The committee has discretion in selecting eligible participants.

Description of Awards

The committee or its delegate has the authority to award:

•                  stock options, including both incentive and non-qualified stock options;

•                  restricted stock; and

•                  restricted stock units, or RSU’s, which are rights to receive shares of common stock on a future date, or a cash payment for each unit equal to the fair market value of a share on such future date.

The total number of shares that may be issued pursuant to awards under the Amended and Restated Plan is 14,598,182 shares, of which 2,705,164 shares have been issued upon the exercise of options and 228,161 shares have already been delivered upon the lapse of the risk of forfeiture with respect to restricted stock and RSUs, in each case as of December 31, 2005.  The

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number of shares available will be adjusted to account for shares relating to awards that expire or are transferred, surrendered, or relinquished upon payment of any option price by transfer of shares or upon satisfaction of any withholding amount.  The total number of shares issued upon exercise of all incentive stock options under the plan will not exceed 10 million shares.  The total number of shares that may be issued pursuant to awards of restricted stock and RSU’s under the plan will not exceed 6 million shares.  These totals, and the individual limits described below, may be adjusted by the committee in its discretion to reflect any change in the number of shares of common stock due to any stock dividend, stock split, combination, recapitalization, merger, spin-off, or similar corporate transaction.

A more detailed description of the Amended and Restated Plan is set forth under the caption “Amended and Restated Certegy Inc. Stock Incentive Plan” in the registrant’s definitive proxy statement filed with the SEC in connection with the Merger on December 22, 2005.  The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is filed as Exhibit 99.8 to this report.

Assumption of FIS Option Stock Plan

Under the Agreement and Plan of Merger, dated September 14, 2005 (the “Merger Agreement”), among the registrant, Former FIS, and C Co Merger Sub, LLC, a Delaware limited liability company wholly owned by the registrant (“Merger Sub”), in connection with the Merger the registrant assumed the Fidelity National Information Services, Inc. 2005 Stock Incentive Plan (the “FIS Plan”).

Plan Administration

The registrant’s board of directors, or, at its election, one or more committees of the board of directors, will administer the FIS Plan.  The board has the right to construe and interpret the FIS Plan, to make and modify awards at any time, to establish or change conditions applicable to awards or amend the FIS Plan, so long as any such action does not adversely affect any rights of any participant with respect to outstanding awards without that participant’s consent.  The board may amend, suspend, or terminate the FIS Plan at any time, provided that any amendment that increases the maximum number of shares issuable to any person or in the aggregate, changes the legal entity authorized to make awards under the FIS Plan, or materially changes the class of persons eligible for the grant of incentive stock options, requires the approval of the registrant’s shareholders.

Eligibility

The board is authorized to make awards under the FIS Plan to any director, officer, or consultant of the registrant or any of its subsidiaries.  The board has discretion in selecting eligible participants.

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Description of Awards

The board has the authority to award:

•                  stock options, including both incentive and non-qualified stock options; and

•                  restricted stock and other stock awards.

The total number of shares that may be issued pursuant to awards under the Plan is 10,371,891 shares, of which 8,936,993 are subject to currently outstanding stock options granted as of March 9, 2005, April 26, 2005, and July 1, 2005.  The number of shares available will be adjusted to account for shares relating to awards that expire or are transferred, surrendered, or relinquished upon payment of any option price by transfer of shares or upon satisfaction of any withholding amount.

The foregoing summary is qualified in its entirety by reference to the full text of the FIS Plan, which is incorporated herein by reference to Exhibit 10.84 to the Annual Report on Form 10-K of Fidelity National Financial, Inc., filed March 16, 2005.

Option Grants

On February 1, 2006, the registrant granted options under the Amended and Restated Plan to each of Lee A. Kennedy, its President and Chief Executive Officer, and Jeffrey S. Carbiener, its Executive Vice President and Chief Financial Officer, in accordance with the terms of their employment agreements, which were previously filed as Exhibits 10.2 and 10.3, respectively, to the registrant’s Current Report on Form 8-K filed September 16, 2005.  The options were granted pursuant to the terms of option agreements, the forms of which are filed as Exhibits 99.10 and 99.11 to this report.

Amendments to Change in Control Letter Agreements

Prior to the Merger, the Compensation Committee approved amendments to the registrant’s change in control letter agreements with executives to ensure that such letter agreements and the benefits payable under such agreements comply with Section 409A of the Internal Revenue Code of 1986, as amended.  In general, these amendments specified payment dates with respect to all benefits payable under the agreements, and, with respect to many benefits, provided for a lump sum payments within five business days following termination of employment rather than reimbursement of expenses over a period of years.  With respect to payments for retiree medical coverage, each executive made a payment election which specified, to the extent applicable, whether the executive would be entitled to a single lump sum payment at the time of termination of employment or installment payments for the remainder of the executive’s life.  The amendments were set forth in a letter, the form of which is filed as Exhibit 99.36 to this report.

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ITEM 1.02                                       TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

Revolving Credit Agreement

In conjunction with the closing of the Merger, and upon entering into the interim term loan with SunTrust Bank described under the caption “Interim Term Loan” in Item 1.01 above, the registrant terminated its revolving credit facility with certain lenders for which SunTrust Bank served as Administrative Agent, which facility was provided for under that certain Revolving Credit Agreement, dated as of September 3, 2003, among the registrant, the lenders from time to time party thereto, SunTrust Bank, as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent, previously filed as Exhibit 10.34 to the registrant’s Registration Statement on Form S-4 filed September 26, 2003.

Annual Incentive Plan

In conjunction with the closing of the Merger, the registrant terminated its Annual Incentive Plan, which provided for the payment of annual cash incentives to officers and other employees based on the achievement of specified performance objectives.  The registrant’s Annual Incentive Plan was previously filed as Exhibit 10.46 to the registrant’s Current Report on Form 8-K filed February 10, 2005.

ITEM 2.01                                       COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On February 1, 2006, the registrant consummated a business combination (the “Merger”) with Former FIS pursuant to the Merger Agreement.  As a result, among other things:

•                  Former FIS merged into Merger Sub, which was the survivor of the merger, and each outstanding share of Former FIS common stock was converted into the right to receive 0.6396 shares of common stock of the registrant.

•                  The Former FIS Stockholders, including its then-majority stockholder Fidelity National Financial, Inc. (“FNF”), now own approximately 67.4% of the registrant’s outstanding common stock.  FNF itself now owns approximately 50.7% of the registrant’s outstanding common stock, taking into account shares acquired in the Merger and 1 million shares previously owned.

•                  The registrant declared a special cash dividend of $3.75 per share, or a total of approximately $236.4 million, payable to its shareholders of record on the close of business on the day prior to the day on which the Merger was consummated.

•                  The registrant changed its name from “Certegy, Inc.” to “Fidelity National Information Services, Inc.”.

•                  The registrant changed its New York Stock Exchange trading symbol from “CEY” to “FIS”.

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•                  The board of directors of the registrant was reconstituted so that a majority of the board now consists of directors designated by the Former FIS Stockholders.  See Item 5.01 of this report.

Although in legal form the registrant acquired Former FIS, the Former FIS Stockholders now hold a majority of the shares of the registrant’s outstanding common stock.  Accordingly, for accounting and financial reporting purposes, the Merger will be treated as a reverse acquisition of Certegy Inc. by Former FIS under the purchase method of accounting pursuant to U.S. generally accepted accounting principles.

More detailed descriptions of the Merger and the Merger Agreement are set forth in the registrant’s definitive proxy statement filed with the SEC in connection with the Merger on December 22, 2005.  The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the text of the Merger Agreement, which was filed as Exhibit 2.1 to the registrant’s Report on Form 8-K filed September 16, 2005.

ITEM 2.03                                       CREATION OF A DIRECT FINANCIAL OBLIGATION OR OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information provided in Item 1.01 of this report under the captions “Agreements Entered into at Closing of Merger—Interim Term Loan” and “—Joinder to Former FIS’s Credit Facility” is incorporated into this Item 2.03 by this reference.

ITEM 3.02                                       UNREGISTERED SALES OF EQUITY SECURITIES

As described in Item 2.01, the registrant issued 127,919,995 shares of its common stock to the Former FIS Stockholders in the Merger.  These shares were not registered under the Securities Act, but instead were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, as a sale by the registrant not involving a public offering.  No underwriters were involved with the issuance of these shares.

ITEM 5.01                                       CHANGES IN CONTROL OF REGISTRANT

Issuance of Common Stock

As a result of the Merger, FNF and the other Former FIS Stockholders owned (after taking into account 1 million shares of the registrant’s common stock previously owned by FNF) approximately 67.4% of the registrant’s total outstanding shares, with FNF owning approximately 50.7%, in each case immediately following the Merger.

Board of Directors

Also as of the effective time of the Merger, and pursuant to a Shareholders Agreement entered into in conjunction with the Merger Agreement, the authorized number of directors constituting the registrant’s board of directors was increased from 8 to 10.  The members

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continue to be divided into three classes, as provided in the registrant’s articles of incorporation.  One member of the new board is the Chief Executive Officer of the registrant, Lee A. Kennedy, who previously served as Chairman of the board of directors and Chief Executive Officer of the registrant.  Three additional members of the new board were designated by the registrant’s prior board of directors from among their members, four members of the new board were designated by FNF, and the remaining two directors were designated by Former FIS Stockholders other than FNF as indicated below.

The new board is constituted as follows:

Class II Directors—Term Expiring 2006

•                  Phillip B. Lassiter, designated by the registrant’s prior board of directors, who remains on the board;

•                  William P. Foley, II (the Chairman and Chief Executive Officer of FNF), who also serves as Chairman of the registrant’s board of directors, and Daniel D. (Ron) Lane, each designated by FNF; and

•                  Thomas M. Hagerty, designated by Thomas H. Lee Parallel Fund V, L.P., a Former FIS Stockholder through its ownership in THL FNIS Holdings, LLC.

Class III Directors—Term Expiring 2007

•                  Keith W. Hughes, designated by the registrant’s prior board of directors, who remains on the board;

•                  Terry N. Christensen, designated by FNF; and

•                  the Chief Executive Officer of the registrant, Lee A. Kennedy (the registrant’s prior Chairman and Chief Executive Officer).

Class I Directors—Term Expiring 2008

•                  David K. Hunt, designated by the registrant’s prior board of directors, who remains on the board;

•                  Cary H. Thompson, designated by FNF; and

•                  Marshall Haines, designated by TPG Partners IV, L.P., a Former FIS Stockholder through its ownership in TPG FNIS Holdings, LLC.

Additional information concerning the board of directors and management of the registrant following the Merger, including certain biographical information regarding the newly-designated members of the board, is provided in the registrant’s definitive proxy statement filed with the SEC in connection with the Merger on December 22, 2005.  Additional information concerning the Shareholders Agreement was reported under the caption “The Shareholders Agreement” in Item 1.01 of the registrant’s Report on Form 8-K filed September 16, 2005.

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ITEM 5.02                                       DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

As described under the caption “Board of Directors” in Item 5.01 of this report, which information is incorporated into this Item 5.02 by this reference, as of the effective time of the Merger, the size of the registrant’s board of directors was increased, and the membership of the board was reconstituted.  In connection therewith, the following directors of the registrant resigned on February 1, 2006:  Richard N. Child, Kathy Brittain White, and Kenneth A. Guenther.

Also in connection therewith, the registrant’s board of directors reconstituted the membership of its Audit, Compensation and Governance/Nominating Committees as follows:

•                  Audit Committee – Phillip B. Lassiter, Keith W. Hughes, and David K. Hunt

•                  Compensation Committee – Daniel D. (Ron) Lane, Thomas M. Hagerty, and Cary H. Thompson

•                  Governance/Nominating Committee – Thomas M. Hagerty, Terry N. Christensen, and Keith W. Hughes

Additionally, in connection with the Merger, on February 1, 2006, the employment of each of Larry J. Towe, the registrant’s President and Chief Operating Officer, and Michael T. Vollkommer, the registrant’s Executive Vice President and Chief Financial Officer, was terminated.  In their place, the registrant appointed Lee A. Kennedy as its President and Chief Executive Officer, and Jeffrey S. Carbiener as its Executive Vice President and Chief Financial Officer, effective February 1, 2006.  Certain biographical information concerning Messrs. Kennedy and Carbiener is set forth below.

Lee A. Kennedy, a director and the registrant’s President and Chief Executive Officer, served as a director and the registrant’s Chief Executive Officer from March 2001 to February 2006, and served as the registrant’s Chairman from his appointment to this position in February 2002 until February 2006.  Mr. Kennedy served as President and Chief Operating Officer and a director of Equifax Inc. from June 1999 until the registrant’s spin-off from Equifax on June 29, 2001, and returned to the Board of Directors of Equifax in May 2004.  From June 1997 to June 1999, Mr. Kennedy served as Executive Vice President and Group Executive of Equifax.  From July 1995 to July 1997 he served as President of Equifax Payment Services, a division of Equifax.

Jeffrey S. Carbiener, the registrant’s Executive Vice President and Chief Financial Officer, served as the registrant’s Executive Vice President and Group Executive—Check Services from June 2001 until February 2006.  Mr. Carbiener previously served as Senior Vice President, Equifax Check Solutions, a unit of Equifax Inc., from February 1998 until June 2001. Prior to that, he held various other positions with Equifax business units since 1991.

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ITEM 5.03                                       AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

In connection with the Merger, the registrant’s Articles of Incorporation were amended to change the name of the registrant from “Certegy Inc.” to “Fidelity National Information Services, Inc.”; to increase the number of shares of common stock authorized for issuance by 300 million shares, to an aggregate of 600 million authorized shares of common stock; and to increase the number of shares of preferred stock authorized for issuance by 100 million shares, to an aggregate of 200 million authorized shares of preferred stock.  The Amended and Restated Articles of Incorporation of the registrant are filed as Exhibit 3.1 to this report.

ITEM 8.01                                       OTHER EVENTS

Prior to the Merger described under Item 2.01 of this report, Former FIS and its subsidiaries were party to various “intercompany agreements” with Fidelity National Financial, Inc. (“FNF”), which owned 75% of Former FIS, Fidelity National Title Group, Inc. (“FNT”), which is a majority-owned subsidiary of FNF, and/or FNF’s and FNT’s respective affiliates.  On February 1, 2006, in connection with the closing of the Merger, many of the intercompany agreements were amended and restated.  Some of the original intercompany agreements were not changed as a result of the Merger.  The amended and restated intercompany agreements are based substantially on the versions of the intercompany agreements that were originally executed in March 2005.  Many of those original agreements were substituted in September 2005 with agreements that reflected FNF’s assignment of certain rights and obligations under the original agreements to its subsidiary FNT.

The primary reasons for amending and restating the intercompany agreements were to remove the rights of certain Former FIS Stockholders to approve changes in the agreements (approval of amendments will instead be left to the discretion of the contracting parties) and to revise the provisions that would have triggered a right by FNF or its affiliates to terminate the agreements as a result of the Merger.  Additional changes to these agreements have been made in order to reflect the effect of the Merger on the registrant’s overall corporate structure post-Merger.  Another reason for amending the intercompany agreements was to ensure that the rights and obligations covered by the intercompany agreements before the Merger would be properly allocated among the post-Merger entities.

The amended and restated agreements are filed as Exhibits 99.12 through 99.32 to this report.  The following summaries are qualified in their entirety by reference to the text of such exhibits.  The agreements described herein do not constitute all of the intercompany agreements between the registrant or its subsidiaries and FNF, FNT or their respective affiliates.  Additional intercompany agreements that are not being amended and restated in connection with the Merger are described under the caption “Certain Relationships and Related Transactions with FNF and FNT” in the registrant’s definitive proxy statement filed with the SEC in connection with the Merger on December 22, 2005.

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Arrangements with FNT

Amended and Restated Corporate Services Agreements

The registrant is a party to an Amended and Restated Corporate Services Agreement with FNT under which FNT provides corporate and other support services to the registrant.  This agreement governs the provision by FNT to the registrant of certain corporate support services, which may include:

•                  accounting (including statutory accounting services);

•                  corporate, legal, and related services;

•                  purchasing and procurement services;

•                  travel services; and

•                  other general administrative and management services.

As of the effective time of the Merger, the registrant and FNT also amended and restated their Reverse Corporate Services Agreement under which the registrant provides FNT with access to legal services, human resources and employee benefits administration, and access to services with respect to a mainframe computer system.  This agreement has been revised to reflect the parties’ agreement that the mainframe computer services provided by the registrant will be phased out within one year of the effective date of the Merger, and to reflect the understanding of the parties that the registrant will not be obligated to provide FNT with legal services if doing so would pose a conflict of interest for the registrant (a similar provision is also included in the Corporate Services Agreement).

Provision of Services and Allocation of Costs

Under the corporate services agreements, the providing party renders services under the oversight, supervision, and approval of the receiving party.  The receiving party has the right to purchase goods or services and realize other benefits and rights under the providing party’s agreements with third-party vendors to the extent allowed by those vendor agreements, during the term of the agreements.

Pricing and Payment Terms

The pricing for the services provided by the registrant to FNT, and by FNT to the registrant, under the corporate services agreements is on a cost-only basis, with each party in effect reimbursing the other for costs and expenses incurred in providing these corporate services to the other party.  Under the Amended and Restated Corporate Services Agreement, FNT’s costs and expenses are determined and reimbursed by the registrant as follows:  (1) all out-of-pocket expenses and costs incurred by FNT on the registrant’s behalf are fully reimbursed, and (2) all of FNT’s staff and employee costs and expenses associated with performing services under this agreement, including compensation paid to FNT’s employees performing these corporate services as well as general overhead associated with these employees and their functions, are allocated based on the percentage of time that FNT’s employees spend on providing corporate

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services to the registrant under this agreement.  The registrant’s costs and expenses incurred in providing corporate services to FNT are similarly determined and reimbursed.  The costs and expenses under the corporate services agreements are invoiced by each party to the other on a monthly basis in arrears, and payments are expected to be made in cash within thirty days after invoicing.

Duration and Effect of Termination

The corporate services agreements continue in effect as to each service covered by the agreements until the party receiving the services notifies the other party, in accordance with the terms and conditions set forth in the agreements and subject to certain limitations, that the service is no longer requested.  However, the corporate services agreements will terminate after six months from a change of control of the registrant (which specifically excludes the Merger).  In addition, services to be provided to any subsidiary will terminate on the date that the entity ceases to be a subsidiary of the party receiving the services.  Under the corporate services agreements, if the party providing the services receives notice that the party receiving services would like to terminate a particular service, and the providing party believes in good faith that, notwithstanding its reasonable commercial efforts, the termination will have a material adverse impact on the other services being provided, then the party providing services can dispute the termination, with the dispute being resolved through the dispute resolution generally applicable to the agreement.  Further, in the event that the party receiving the services is unable to complete its transition efforts prior to the termination date established for any particular corporate service, the party receiving the services can extend the termination date for up to thirty additional days.

Amended and Restated Starters Repository and Back Plant Access Agreements

The registrant is a party to an Amended and Restated Starters Repository Agreement and an Amended and Restated Back Plant Access Agreement with FNT whereby certain subsidiaries of the registrant have access and use certain title records owned by FNT’s title company subsidiaries.  The subsidiaries of the registrant covered by these agreements are granted access to (1) the database of previously issued title policies and title policy information (the “starters repository”), and (2) certain other physical title records and information (the “back plant”), and are permitted to use the retrieved information solely in connection with the issuance of title insurance products that the registrant offers as part of its business.  The starters repository consists of title records and information used in previously issued title insurance policies.  The back plant consists of physical, paper title records that are generally only used in the event that the electronically-stored title information is corrupted or otherwise unavailable or incomplete.  Thus, the back plant access is infrequent and has been made available to the registrant and its subsidiaries so as to ensure access to needed title information only in the event the electronic databases fail.  The registrant’s subsidiaries that are covered by these agreements may create proprietary means of technical access to the starters repository, but this does not apply to the back plant since the back plant consists of physical documents and records that cannot be accessed electronically.  FNT’s applicable title company subsidiaries retain ownership of the starters repository, the back plant, and all related programs, databases, and materials.

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The registrant pays fees to FNT for the access to the starters repository and the back plant and reimburses FNT’s subsidiaries for payment of certain taxes and government charges.  The fees payable under the Amended and Restated Starters Repository Agreement were based on the parties’ evaluation of the market price for access and successful retrievals from starters repository/databases, the anticipated volume of successful retrievals from the starters repository database, and the geographic scope of the available starters repository database.  Due to the infrequent nature of the access to the back plant and its limited usefulness, there are no fees payable under the Amended and Restated Back Plant Access Agreement, other than reimbursement of costs incurred by FNT in allowing the registrant and its subsidiaries to access the back plant.  These costs include reproduction, transport of paper records and files, and fees to local land recording offices and search services.  The registrant indemnifies FNT for third party claims arising from any errors or omissions in the starters repository and the back plant or the provision of access under the agreements.  In addition, the registrant is responsible for costs incurred as a result of unauthorized access to the database and records.  With regard to dispute resolution, if either the registrant or FNT institutes an action against the other party for breach, such other party has the option, within thirty days of the notice of such action, to institute an arbitration proceeding and stay the other action.

Duration and Termination

These agreements, each as amended and restated, are effective for a ten-year period commencing on the effective date of the Merger, with automatic renewal, and may be terminated by mutual agreement of the parties or upon five years’ prior written notice given after the fifth anniversary of the effective date of the agreement, except in the case of a default in performance, in which case the agreement may be terminated immediately if the default is not cured within thirty days after notice (with provisions that permit an extension of the thirty-day cure period under certain circumstances).  In addition, each of these agreements may be terminated in the event of a change of control of either the registrant or FNT (which specifically excludes the Merger).

Amended and Restated License and Services Agreement

The registrant is a party to an Amended and Restated License and Services Agreement with FNT dated as of the effective date of the Merger.  Under this agreement, FNT conducts business on behalf of the registrant’s subsidiaries that operate as title agents in certain limited jurisdictions in which the subsidiaries otherwise lack ready access to title plants, and pays to the registrant’s subsidiaries the associated revenues, with the subsidiaries bearing the related costs.  This arrangement was originally entered into by FNF when Former FIS was established and the title agency businesses, which then operated as divisions of FNT’s title insurers, were transferred to Former FIS.  FNT licenses from the registrant the use of certain proprietary business processes and related documentation in certain geographic areas.  In addition, under this agreement, the registrant provides FNT with oversight and advice in connection with the implementation of these business processes, including responsibility by the registrant for maintaining the computer hardware, software systems, telephone and communication equipment as well as sales support services.  In exchange for these business processes and documentation and oversight and advisory services, FNT pays fees to the registrant equal to the aggregate earnings generated

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through or as a result of these proprietary business processes and documentation.  Fees are billed monthly based on presentation of an invoice schedule showing the revenues generated during the prior month.  The registrant retains ownership of the proprietary business processes and documentation and is responsible for defending any claims brought by third parties against FNT for infringement based upon the business processes licensed to the registrant under the Amended and Restated License and Services Agreement.  FNT is responsible for defending any claims brought by third parties against the registrant for infringement based upon any services FNT undertakes that relate to this agreement but are outside the agreement’s permitted scope.  The registrant and FNT each agree to indemnify each other for property damage arising out of any negligence, breach of statutory duty, omission or default in performing their respective obligations under the Amended and Restated License and Services Agreement.  With regard to dispute resolution, the agreement includes procedures by which the parties can attempt to resolve disputes amicably, but if those disputes cannot be resolved timely, then arbitration proceedings can be instituted.

Duration and Termination

Subject to certain early termination provisions, the Amended and Restated License and Services Agreement continues in effect until either (1) the registrant acquires its own direct access to title plants in the relevant geographic area or (2) FNT builds or otherwise acquires title plants for the relevant geographic area and provide access thereto to the registrant on terms acceptable to the registrant.  The Amended and Restated License and Services Agreement may also be terminated as to all or a portion of the relevant geographic area by mutual agreement of the parties or upon five years’ prior written notice given after the fifth anniversary of the effective date of the agreement, except in the case of a default in performance, in which case the agreement may be terminated immediately if the default is not cured within thirty days after notice (with provisions that permit an extension of the thirty-day cure period under certain circumstances).  The Amended and Restated License and Services Agreement may also be terminated in the event of a change of control of either the registrant or FNT (which specifically excludes the Merger).

Amended and Restated Lease Agreement

The registrant is a party to an Amended and Restated Lease Agreement, dated as of the effective date of the Merger, pursuant to which a subsidiary of the registrant leases certain portions of the registrant’s Jacksonville, Florida headquarters corporate campus to FNT.  This agreement was originally entered into in March 2005 between FNF and Former FIS.  This lease arrangement continues until December 31, 2007.  The lease terms are believed to be commensurate with those found in the local real estate market.

Pricing and Payment Terms

Under the lease, FNT pays base rent for the space that it leases, initially approximately 484,586 rentable square feet, at an annual rate of $23.05 per rentable square foot, in equal monthly installments paid in advance on the first day of each calendar month.  If FNT fails to pay timely, a default rate applies.  In addition to paying base rent, for each calendar year, FNT is

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obligated to pay registrant, as additional rent, FNT’s share of the landlord’s reasonable estimate of operating expenses for the entire facility that are in excess of the operating expenses (subject to certain exclusions) applicable to the 2004 base year.  FNT is also liable to the landlord for its entire cost of providing any services or materials exclusively to FNT.  The registrant does not anticipate FNT will request any exclusive services from the landlord, in its capacity as landlord, during calendar years 2006 or 2007.

In the lease, the parties acknowledge that during the term of the lease, there will be reallocations of office space among the registrant (including its landlord subsidiary), FNT and certain other entities that are affiliates of FNF, including one or more reallocations during calendar year 2006.  The lease provides that the rentable square footage that FNT leases may, by mutual agreement, increase or decrease from time to time during the term of the lease.  In that event, the parties will memorialize the changes in the rentable square footage and the monthly base rent, which will be re-calculated based on the rentable square foot leased to FNT as a percentage of the total rentable square foot of office space available at the Jacksonville corporate campus.

The amount allocated by registrant to FNT for office space costs at the registrant Jacksonville, Florida headquarters building for the portion of the buildings utilized by FNT and FNT’s subsidiaries during 2004 was $2.8 million.  During 2005, there were some changes in the allocations of rentable square footage as among the registrant, FNT and FNF, and it is anticipated that additional changes in the allocations of rentable square footage will take place during 2006.

Amended and Restated Master Information Technology Services Agreement

The registrant is a party to an Amended and Restated Master Information Technology Services Agreement with FNT, dated as of the effective date of the Merger, pursuant to which the registrant and the registrant’s subsidiaries provide various services to FNT and FNT’s affiliates, which services are substantially similar in nature to the services that Former FIS has historically provided to subsidiaries of FNT and to FNF, such as IT infrastructure support, data center management, and software sales.  Under this agreement, FNT has designated certain services as high priority critical services required for FNT’s business.  These include: managed operations, network, email/messaging, network routing, technology center infrastructure, active directory and domains, systems perimeter security, data security, disaster recovery, and business continuity.  The registrant has agreed to use reasonable best efforts to provide these core services without interruption throughout the term of the Amended and Restated Master Information Technology Services Agreement, except for scheduled maintenance.

Terms of Provision

The Amended and Restated Master Information Technology Services Agreement sets forth the specific services to be provided and provides for statements of work and amendment as necessary.  The registrant may provide the services itself or through one or more subcontractors that are approved by FNT, but it is fully responsible for compliance by each subcontractor with the terms of the agreement.

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The Amended and Restated Master Information Technology Services Agreement includes, as part of the agreement, various base services agreements, each of which includes a specific description of the service to be performed as well as the terms, conditions, responsibilities, and delivery schedules that apply to a particular service.  Any new terms, conditions, responsibilities, and delivery schedules that may be agreed to by the parties during the term of the agreement will be added as part of one of the base services agreements or the Amended and Restated Master Information Technology Services Agreement itself.  FNT is also able to request services that are not specified in the agreement.  These additional services are provided on terms proposed by FNT to the registrant and, if the registrant and FNT agree on the terms, a new statement of work or amendment will be executed.  In addition, if requested by FNT, the registrant will continue to provide, for an appropriate fee, services to FNT that are not specifically included in the Amended and Restated Master Information Technology Services Agreement if those services were provided to FNT by the registrant or the registrant’s subcontractors in the past.

The agreement provides for specified levels of service for each of the services to be provided, including any additional services that the registrant agrees to perform pursuant to amendments to the agreement or additional statements of work.  If the registrant fails to provide service in accordance with the applicable service levels, then the registrant is required to correct its failure as promptly as possible (and in any event, within five days of the failure recognition) at no cost to FNT.  The registrant is also required to use reasonable efforts to continuously improve the quality and efficiency of its performance.  If either the registrant or FNT find that the level of service for any particular service is inappropriate, ineffective or irrelevant, then the parties may review the service level and, upon agreement, adjust the level of service accordingly.  FNT will be permitted to audit the registrant’s operations, procedures, policies and service levels as they apply to the services under the agreement.  In addition, at least every year during the term of the agreement, the registrant will conduct a customer satisfaction survey.

The registrant may provide the services under the Amended and Restated Master Information Technology Services Agreement from one or more of its technology centers or other data centers that it designates within the United States.  The registrant must also maintain and enforce safety and security procedures that are at least equal to industry standards and are as rigorous as those in effect on the effective date of the agreement.  The agreement contains provisions regarding privacy and confidentiality and requires each of the parties to use at least the same standard of care in the protection of confidential information of the other party as it uses in the protection of its own confidential or proprietary information, but in no event less than a reasonable level of protection.

Pricing and Payment Terms

Under the Amended and Restated Master Information Technology Services Agreement, FNT is obligated to pay the registrant for the services that FNT and FNT’s affiliates utilize, calculated under a specific and comprehensive pricing schedule negotiated on an arms-length basis.  Although the pricing includes some minimum usage charges, most of the service charges are based on volume and actual usage, specifically related to the particular service and support

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provided by the registrant and the complexity of the technical analysis and technology support provided by the registrant.

Duration and Effect of Termination

The Amended and Restated Master Information Technology Services Agreement is effective for a term of five years unless earlier terminated in accordance with its terms.  FNT has the right to renew the agreement for a single one-year period or a single two-year period, by providing a written notice of its intent to renew at least six months prior to the expiration date.  Upon receipt of a renewal notice, the parties will begin discussions regarding the terms and conditions that will apply for the renewal period, and if the parties have not reached agreement on the terms by the time the renewal period commences, then the agreement will be renewed for only one year on the terms as in effect at the expiration of the initial term.  FNT may also terminate the Amended and Restated Master Information Technology Services Agreement or any particular statement of work or base services agreement on six months’ prior written notice.  In addition, if either party fails to perform its obligations under the agreement, the other party may terminate after the expiration of certain cure periods.  FNT may also terminate the agreement if there is a change in the ownership or control of the registrant whereby a direct competitor of FNT owns or controls the registrant (excluding changes resulting from the Merger), as more fully defined by the terms of the Amended and Restated Master Information Technology Services Agreement.

Amended and Restated SoftPro Software License Agreement

A subsidiary of the registrant is a party to an Amended and Restated Software License Agreement pursuant to which FNT licenses, for the benefit of FNT’s title insurance subsidiaries, the use of certain proprietary software, related documentation, and object code for a package of software programs and products known as “SoftPro.”

The SoftPro software is a related series of software programs and products that have historically been used, and continue to be used, in various locations by a number of FNT’s title insurance subsidiaries, including CTI, Fidelity National Title Insurance Company, and Ticor Title Insurance Company.  In addition to the use license, under this agreement, upon the occurrence of certain events, such as the bankruptcy of the registrant’s subsidiary, a breach of a material covenant, or the subsidiary’s notification to FNT that it has ceased to provide maintenance or support for SoftPro, then subject to certain conditions, FNT will also receive the SoftPro source code for purposes of integration, maintenance, modification and enhancement.  FNT will also receive the SoftPro source code if the registrant’s subsidiary fails to fulfill FNT’s requests for development or integration services or FNT cannot reach agreement on the commercial terms for that development.  The registrant’s subsidiary receives fees from FNT for the use of the SoftPro software based on the number of workstations and the actual number of SoftPro software programs and products used in each location.  Fees are billed monthly based on presentation of an invoice.  During the term of the agreement, the registrant’s subsidiary retains ownership of SoftPro and is responsible for defending any claims brought by third parties against FNT for infringement based upon the software.  The registrant’s subsidiary and FNT each agree to indemnify each other for property damage arising out of any negligence, breach of statutory

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duty, omission or default in performing their respective obligations under the Amended and Restated Software License Agreement.  With regard to dispute resolution, the agreement includes procedures by which the parties can attempt to resolve disputes amicably, but if those disputes cannot be resolved timely, then arbitration proceedings can be instituted.

While the SoftPro Amended and Restated Software License Agreement is perpetual, FNT can terminate the license on not less than 90 days’ prior notice.  In addition, if FNT discloses any of the SoftPro software, or a material part of the documentation related thereto, to a competitor of the registrant, then if FNT fails to discontinue the unauthorized disclosure after a 30-day cure period, SoftPro may terminate the license as to the portion of the SoftPro software that FNT so disclosed on 30 days’ notice.  In that event, the registrant would also retain the right to pursue other remedies, including claims for damages, for the unauthorized disclosure.

Additional Amended and Restated Software License Agreements

A subsidiary of the registrant is a party to three amended and restated software license agreements with a subsidiary of FNT with respect to three software programs known as OTS/OTS GOLD, SIMON, and TEAM, which are owned by FNT.  The OTS/OTS GOLD software is an application used in order tracking.  The SIMON software is used in title and escrow production.  The TEAM software is also used in the title business.

Under these license agreements, the FNT subsidiary grants the registrant’s subsidiary a worldwide, non-exclusive, perpetual and irrevocable right to use the licensed software and certain bundled third party software in return for the licensee’s payment of fees specified on exhibits to the amended and restated license agreements.  The license agreements stipulate certain circumstances under which the licensee is granted access to the source code to the licensed software.

The FNT subsidiary may terminate the licenses if the licensee discloses the software to a competitor of FNT and a subsidiary of the licensee ceases being able to used the licensed software if it is no longer a subsidiary of the licensee.

Amended and Restated Cross Conveyance and Software Development and Property Allocation Agreements

A subsidiary of the registrant is a party to an Amended and Restated Cross Conveyance and Joint Ownership Agreement, dated as of the effective date of the Merger, with an FNT subsidiary whereby the parties have conveyed their respective interests in certain proprietary software, known as “eLender,” so that both parties are the joint owners of the software.  Under the agreement each party conveys an undivided half interest in the eLender software to the other party.  This agreement also sets forth the terms and conditions under which they will have joint ownership of the eLender software.

A subsidiary of the registrant is also a party to an Amended and Restated Software Development Agreement and Property Allocation Agreement with an FNT subsidiary whereby the parties have agreed to further develop the jointly owned eLender software.  Each party owns an undivided one-half interest in the developed software.  This agreement expires on

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December 31, 2006, but may be extended by the FNT subsidiary for additional 1-year increments beginning January 1, 2007 (with 90 days prior written notice).  This agreement may be terminated by mutual agreement or in the event of a breach that remains uncured for more than 30 days (subject to extension in certain circumstances).

One of the registrant’s subsidiaries is a party to a joint software development and ownership agreement with an FNT subsidiary whereby the registrant’s subsidiary provides development services for proprietary software, known as “Titlepoint,” to be used in connection with the title plants owned by FNT’s title insurance subsidiaries.  Pursuant to this agreement, FNT’s subsidiary pays fees and expenses to the registrant’s subsidiary for development services per FNT’s specifications.  Upon delivery by the registrant’s subsidiary of software that meets acceptance criteria, both parties will jointly own the developed software.  This agreement expires forty-five days after acceptance of the agreed upon software releases, but may be terminated prior to that time by mutual agreement or in the event of a breach that remains uncured for more than 30 days (subject to extension in certain circumstances).

Agreements Relating to Real Estate Title Information

Subsidiaries of the registrant are party to several amended and restated agreements with FNT that relate to the maintenance or management of FNT’s title plants and the use of those title plants.  These agreements are described below.

Amended and Restated Master Title Plant Access Agreement

A subsidiary of the registrant is a party to an Amended and Restated Master Title Plant Access Agreement, dated as of the effective date of the Merger, with an FNT subsidiary which sets for the terms under which the registrant’s subsidiary will provide access to the title plants that it manages on behalf of various owners to FNT’s subsidiary in exchange for an access fee and exclusivity arrangement from FNT’s subsidiary.  For access, FNT’s subsidiary pays the registrant’s subsidiary an access fee on a plant-by-plant basis that is generally consistent with current intercompany charges for such access.

The agreement has an indefinite term but may be terminated by mutual agreement of the parties, by one party upon the occurrence of an uncured material breach of the agreement by the other party or the bankruptcy of the other party or upon a change of control of the other party (with change of control events not including the Merger).  In addition, either party may terminate the agreement upon five years prior written notice given after the fifth anniversary of the effective date of the agreement.

The registrant’s subsidiary accepts no liability under the master title plant access agreement for any errors in the title plant information.  FNT’s subsidiary is required to indemnify the registrant’s subsidiary from claims brought by any of the customers of FNT’s subsidiary arising out of errors in title plant data furnished pursuant to this agreement.

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Amended and Restated Title Plant Master Services Agreement

A subsidiary of the registrant entered into an Amended and Restated Title Plant Master Services Agreement with a subsidiary of FNT on the effective date of the Merger under which the registrant’s subsidiary provides FNT’s subsidiary certain title plant services related to title plant construction in California, Oregon and Washington.  The registrant’s subsidiary also agrees to perform certain other services requested by the Chairman of FNF and FNT’s subsidiary.

The term of the agreement continues until there is no longer any work to be performed under the agreement.  The agreement may be terminated sooner if the parties mutually agree to do so or by one party to the agreement if the other party materially breaches the agreement and does not cure the breach during a stipulated cure period.

Assignment, Assumption and Novation Agreement

In order to assume the rights and obligations of Former FIS under certain agreements that were previously entered into by FNT, the registrant entered into an assignment, assumption and novation agreement with Former FIS with respect the corporate services agreement and the reverse corporate services agreement.  FNT and its relevant subsidiaries have consented to this assignment and assumption arrangement and entered into a novation of each of these agreements with the registrant.  The consideration for the assumption by the registrant of the obligations under the novated corporate services agreements is the assumption and assignment to the registrant of all rights and interests under these agreements and no other consideration will be paid under the assignment, assumption and novation agreement.

Arrangements with FNF

FNF Corporate Services Agreement

As of the effective date of the Merger, the registrant entered into a separate Corporate Services Agreement with FNF, pursuant to which FNF has agreed to provide the registrant with corporate and other support services.  These services include:

•                  senior management services, including the time and attention of its chief executive officer, chief financial officer, and other senior officers;

•                  corporate accounting services;

•                  corporate finance and mergers and acquisitions services;

•                  corporate legal and other related services, including SEC and regulatory reporting, investor relations and communications services;

•                  internal auditing services;

•                  treasury, cash management, and related services;

•                  tax services;

•                  risk management and corporate insurance services; and

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•                  other general administrative and management services.

The terms and provisions of the FNF Corporate Services Agreement are generally similar to those in the amended and restated corporate services and reverse corporate services agreements between the registrant and FNT, except for the services provided by FNF.

Amended and Restated Employee Matters Agreement

The Amended and Restated Employee Matters Agreement provides for certain employees of the registrant to participate in various employee benefit plans and programs sponsored by FNF.  Specifically, employees of Former FIS, and certain FIS employees who are hired after the effective date of the Merger, will be eligible (subject to generally applicable plan limitations and eligibility conditions) to participate in FNF’s 401(k) plan, non-qualified deferred compensation plan, employee stock purchase plan, and its health, dental, disability, and other welfare benefit plans until the registrant establishes its own plans.  The agreement requires that the registrant establish such plans and programs no later than December 31, 2006.

The agreement requires FNF to provide at least 30 days prior written notice to the registrant of any termination or material amendment of the FNF-sponsored plans and precludes FNF from amending the plans in a manner that materially changes the benefits provided to the registrant’s employees or the cost of such benefits, without the consent of the registrant.  The agreement gives the registrant the right to terminate the participation of registrant in the FNF-sponsored plans at any time in its discretion upon reasonable notice to FNF.  Also, the agreement contains dispute resolution provisions comparable to those in the Amended and Restated Corporate Services Agreement.

Under the Amended and Restated Employee Matters Agreement, as long as the employees of the registrant participate in FNF’s plans, the registrant will be required to contribute to the plans the cost of its employees’ participation in such plans.  Such costs will include, for example, payment of 401(k) matching contributions for the registrant’s employees and payment of the employer portion of the cost of health, dental, disability and other welfare benefits provided to the registrant’s employees.

The contributions the registrant will be required to make to FNF’s plans under the Amended and Restated Employee Matters Agreement depends on factors that cannot be predicted with certainty at this point, such as the level of employee participation and the costs of providing health, dental and other benefits.

To the extent the employees of Former FIS hold FNF stock-based incentives, such as FNF stock options or restricted stock, related accounting charges under SFAS 123 or SFAS 123R will be allocated to the registrant by treating any such accounting charges that are recognized by FNF as FNF contributions to the capital of the registrant.

Tax Matters Agreement Amendment

The Tax Matters Agreement provides for the allocation and payment of taxes for periods during which Former FIS and FNF were included in the same consolidated group for federal

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income tax purposes or the same consolidated, combined, or unitary returns for state tax purposes, and various related matters.  Under the agreement, Former FIS and FNF are limited in their ability to amend returns if the amendment would result in an increase of the tax liability of either party.

In connection with the Merger, the parties have agreed to amend the Tax Matters Agreement for purposes of clarifying that FNF will indemnify the registrant and its subsidiaries (including Former FIS) against liability for any taxes allocable to FNF, FNT or any of their respective subsidiaries (other than the registrant or any of its subsidiaries) under the Tax Matters Agreement.

Each corporation that is a member of a consolidated group during any portion of the group’s tax year is severally liable for the federal income tax liability of the group for that year.  As a result, the registrant could be liable in the event federal tax liability allocated to FNF is incurred but not paid by FNF or any other member of FNF’s consolidated group for years the registrant was part of the FNF consolidated group.  In this event, the registrant would be entitled to indemnification by FNF.

Amended and Restated Intellectual Property Cross License Agreement

Historically, Former FIS and its subsidiaries were permitted, as subsidiaries of FNF, to utilize various trademarks, copyrights, trade secrets and know-how, patents, and other intellectual property owned by FNF and its other subsidiaries.  Likewise, FNF and its other subsidiaries were permitted to utilize various trademarks, copyrights, trade secrets and know-how, patents and other intellectual property owned by Former FIS and its subsidiaries but used by them in the conduct of their business.  The cross licenses between the two groups of companies have been preserved in this Agreement.

This agreement governs the respective responsibilities and obligations between the registrant and FNF with respect to the applicable intellectual property.  The intellectual property licensed by FNF to the registrant will include the use of the name “Fidelity National” and the logo widely used by the registrant and its subsidiaries.

Terms of the Cross License

The intellectual property licensed by or to the registrant, and by or to FNF, relates to a variety of aspects of the lines of business in which the registrant and FNF and their respective subsidiaries are engaged.  With respect to each item of intellectual property licensed, the party that owned the intellectual property originally continues to own the item, but has granted a broad license for use of the intellectual property item to the other party without giving up any ownership rights.  Subject to certain limitations and early termination events (limited to bankruptcy, insolvency, and the like), the licenses are perpetual, irrevocable, and non-terminable. In addition, as to each item of intellectual property, the license to any subsidiary terminates on the date that the entity ceases to be a subsidiary of the party receiving the benefit of the license.  The licenses are also non-exclusive and allow the licensing party to fully utilize its intellectual property, including the granting of licenses to third parties.

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Pricing and Payment Terms.

Given the nature of the intellectual property to be licensed and the historical relationship between the parties, the registrant and FNF determined that the licenses to each party should be royalty-free with the consideration for each party’s license of its intellectual property being the receipt of a license of the other’s intellectual property.  As a result, no payments will be made to the registrant or received by the registrant under the intellectual property cross license agreement.

ITEM 9.01                                       FINANCIAL STATEMENTS AND EXHIBITS

(a)                                  Financial statements of businesses acquired

The following historical audited financial statements and related notes of Fidelity National Information Services, Inc., a Delaware corporation, and its subsidiaries and affiliates, together with the report thereon signed by KPMG LLP, are filed as Exhibit 99.33 to this report:

•                  Report of Independent Registered Public Accounting Firm

•                  Combined Balance Sheets as of December 31, 2004 and 2003;

•                  Combined Statements of Earnings for the years ended December 31, 2004, 2003 and 2002;

•                  Combined Statements of Equity and Comprehensive Earnings for the years ended December 31, 2004, 2003 and 2002;

•                  Combined Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002; and

•                  Notes to the Combined Financial Statements.

The following historical unaudited financial statements and related notes of Fidelity National Information Services, Inc., a Delaware corporation, and its subsidiaries and affiliates, are filed as Exhibit 99.34 to this report:

•                  Unaudited Condensed Consolidated and Combined Balance Sheets as of September 30, 2005 and December 31, 2004;

•                  Unaudited Condensed Consolidated and Combined Statements of Earnings for the Nine Months Ended September 30, 2005 and 2004;

•                  Unaudited Condensed Consolidated and Combined Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004;

•                  Notes to the Unaudited Condensed Consolidated and Combined Financial Statements;

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(b)                                 Pro forma financial information

The following unaudited pro forma combined financial data of Certegy Inc., a Georgia corporation, and Fidelity National Information Services, Inc., a Delaware corporation, is filed as Exhibit 99.35 to this report:

•                  Unaudited Pro Forma Combined Balance Sheet as of September 30, 2005;

•                  Unaudited Pro Forma Combined Statement of Continuing Operations for the Nine Months Ended September 30, 2005; and

•                  Unaudited Pro Forma Combined Statement of Continuing Operations for the Year Ended December 31, 2004.

(d)                                 Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 3.1

ARTICLES OF RESTATEMENT TO

ARTICLES OF INCORPORATION

OF

CERTEGY INC.

CERTEGY INC., a corporation organized and existing under the laws of the State of Georgia, hereby certifies as follows:

1.                                       The name of the corporation is Certegy Inc.

2.                                       Pursuant to Section 14-2-1007 of the Georgia Business Corporation Code, these Articles of Restatement amend and restate the Articles of Incorporation of Certegy Inc., as heretofore restated and amended.  These Articles of Restatement contain amendments to the Articles of Incorporation requiring shareholder approval (the “Amendments”).  The Amendments were duly approved by the shareholders of Certegy Inc. in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code on January 26, 2006.

3.                                       The Articles of Incorporation of Certegy Inc. as heretofore restated, amended or supplemented are hereby further amended and restated to read in their entirety as follows:

“AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

FIDELITY NATIONAL INFORMATION SERVICES, INC.

ARTICLE I

The name of the Corporation is Fidelity National Information Services, Inc.

ARTICLE II

The Corporation shall have authority to issue Eight Hundred Million (800,000,000) shares, of which Six Hundred Million (600,000,000) shall be designated “Common Stock” and have a par value of $.01 per share and Two Hundred Million (200,000,000) shares shall be designated “Preferred Stock” and have a par value of $.01 per share.  Shares that are reacquired by the Corporation shall be classified as treasury shares unless the terms of such shares provide to the contrary or unless retired and canceled in the discretion of the Board of Directors.  Any reacquired shares that are retired and canceled shall constitute authorized but unissued shares unless the terms of such shares provide to the contrary.  Any treasury shares may be resold or otherwise reissued in the discretion of the Board of Directors, subject to the provisions of these Amended and Restated Articles of Incorporation. The voting powers, preferences, designations, rights, qualifications, limitations and restrictions of or on each class and series of the shares of the Corporation shall be as follows:

COMMON STOCK

Subject to all of the rights of the Preferred Stock as expressly provided herein, by law or by the Board of Directors pursuant to this Article II, the Common Stock of the Corporation shall

possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges provided for herein, including, but not limited to, the following rights and privileges:

(a)                                  Dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends;

(b)                                 The holders of Common Stock shall have the right to vote for the election of directors and on all other matters requiring shareholder action, each share being entitled to one vote; and

(c)                                  Upon the voluntary or involuntary dissolution of the Corporation, the net assets of the Corporation available for distribution shall be distributed pro rata to the holders of the Common Stock in accordance with the number of shares of Common Stock held by them.

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The number of shares of each series of Preferred Stock, and the voting powers, designations, preferences, rights, qualifications, limitations and restrictions of or on such shares shall be as fixed and determined by the Board of Directors prior to the issuance of any such shares, in the manner provided by law.  The authority of the Board of Directors with respect to each series of the Preferred Stock shall include, without limiting the generality of the foregoing, the establishment of any or all of the voting powers, preferences, designations, rights, qualifications, limitations and restrictions described in Section 14-2-601(d) of the Georgia Business Corporation Code and any others determined by the Board of Directors, any of which may be different from or the same as those of any other class or series of the Corporation’s shares.

The Board of Directors is expressly authorized at any time to adopt resolutions providing for the issuance of, or providing for a change in the number of, shares of any particular series of Preferred Stock and at any time and from time to time to file articles of amendment which are effective without shareholder action to increase or decrease the number of shares included in any series of Preferred Stock (but not to decrease the number of shares in any series below the number of shares then issued), to eliminate the series where no shares are issued, or to set or change in any one or more respects the voting powers, preferences, designations, rights, qualifications, limitations or restrictions relating to the shares of the series, except as otherwise provided by law or in the articles of amendment establishing any such series.

ARTICLE III

Except as otherwise provided in these Amended and Restated Articles of Incorporation or pursuant to the terms of any authorized series of Preferred Stock or by action of the Board of Directors pursuant to the Georgia Business Corporation Code, the vote required for shareholder action on all matters shall be the minimum vote required by the Georgia Business Corporation Code.

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ARTICLE IV

(a)                                  The business and affairs of the Corporation shall be managed by, or under the direction of, a Board of Directors comprised as follows:

1.                                       The number of directors shall be not less than five, nor more than fifteen, and shall be fixed within such range by the Board of Directors.

2.                                       The directors shall be divided into three classes, designated as Class I, Class II, and Class III.  Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors.  Each initial director in Class I shall hold office for a term that expires at the first annual meeting of shareholders after his election; each initial director in Class II shall hold office for a term that expires at the second annual meeting of shareholders after his election; and each initial director in Class III shall hold office for a term that expires at the third annual meeting of shareholders after his election.  At each annual meeting of shareholders, successors to the class of directors whose term expires at that annual meeting of shareholders shall be elected for a three-year term.  If the number of directors has changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible.  Any additional director of any class elected by the shareholders to the Board of Directors to fill a vacancy resulting from an increase in such a class shall hold office for a term that shall coincide with the remaining term of that class.  Any additional director of any class elected by the Board of Directors to fill a vacancy resulting from an increase in such a class shall hold office for a term that shall expire at the next annual meeting of shareholders, and, if such newly-created directorship is to be continued, a nominee therefor shall be submitted to the shareholders for their vote.  In no case shall a decrease in the number of directors for a class shorten the term of an incumbent director.  A director shall hold office until the annual meeting of shareholders for the year in which such director’s term expires and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

3.                                       Any vacancy on the Board of Directors that results from an increase in the number of directors or from prior death, resignation, retirement, disqualification or removal from office of a director shall be filled by a majority of the Board of Directors then in office, though less than a quorum, or by the sole remaining director.  Any director elected to fill a vacancy resulting from prior death, resignation, retirement, disqualification or removal from office of a director, shall have the same remaining term as that of his or her predecessor.

(b)                                 Except as may be prohibited by law or by these Amended and Restated Articles of Incorporation, the Board of Directors shall have the right to make, alter, amend, change, add to, or repeal the bylaws of the Corporation, and have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and its members, including without limitation, the vote required for any action by the Board of Directors, and that from time to time shall affect the directors’ powers to manage the business and affairs of the Corporation.  No bylaw shall be adopted by shareholders that shall impair or impede the implementation of the foregoing.

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(c)                                  Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that a lesser percentage for separate class vote for certain actions may be permitted by law, by these Amended and Restated Articles of Incorporation or by the bylaws of the Corporation), the affirmative vote of the holders of not less than two-thirds (2/3) of the votes entitled to be cast by the holders of all of the outstanding shares of the Corporation then entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article IV or to adopt any provision of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation inconsistent with this Article IV. The holder of each share of the Corporation entitled to vote thereon shall be entitled to cast the same number of votes as the holder of such shares is entitled to cast generally in the election of each director.  This Article IV (c) shall not apply, and such two-thirds (2/3) vote shall not be required, with respect to any amendment or repeal of any provision of this Article IV or the adoption of any such inconsistent provision, if such amendment, repeal or adoption is recommended by a majority of the Board of Directors.

(d)                                 The invalidity or unenforceability of this Article IV, or any portion hereof, or of any action taken pursuant to this Article IV shall not affect the validity or enforceability of any other provision of these Amended and Restated Articles of Incorporation, any action taken pursuant to such other provision, or any action taken pursuant to this Article IV.

ARTICLE V

(a)                                  No director shall have any liability to the Corporation or to its shareholders for monetary damages for any action taken, or any failure to take action, as a director, except for: (1) any appropriation of any business opportunity of the Corporation in violation of the director’s duties; (2) acts or omissions which involve intentional misconduct or a knowing violation of law; (3) the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (4) any transaction from which the director received an improper personal benefit.

(b)                                 Any repeal or modification of the provisions of this Article V by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the liability of a director of the Corporation with respect to any act or omission occurring prior to the effective date of such repeal or modification.  If the Georgia Business Corporation Code is amended, after this Article V becomes effective, to authorize corporate action further eliminating or limiting the liability of directors, then, without further corporate action, the liability of a director of the Corporation, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the Georgia Business Corporation Code, as so amended.

ARTICLE VI

The Corporation shall indemnify its officers and directors to the fullest extent permitted under the Georgia Business Corporation Code.  Such indemnification shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled.  The Board of Directors of the Corporation may determine from time-to-time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the

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Corporation’s power of indemnification under the Georgia Business Corporation Code.  Any repeal or modification of the provisions of this Article VI by the shareholders of the Corporation shall be prospective only and shall not adversely affect any right to indemnification of a director or officer of the Corporation with respect to any act or omission occurring prior to the effective date of such repeal or modification.

ARTICLE VII

In discharging the duties of their respective positions and in determining what is believed to be in the best interests of the Corporation, the Board of Directors, committees of the Board of Directors, and individual directors, in addition to considering the effects of any action on the Corporation or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of the Corporation and its subsidiaries, the communities in which offices or other establishments of the Corporation are located, and all other factors such directors consider pertinent; provided, however, that this Article VII shall be deemed solely to grant discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.

ARTICLE VIII

References herein to the Georgia Business Corporation Code shall be deemed to include any amendments to such Code hereinafter enacted.  In the event that any of the provisions of these Amended and Restated Articles of Incorporation (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.”

4.                                       These Articles of Restatement shall become effective at 12:15 a.m., Eastern Time, on February 1, 2006.

***

[Signatures appear on following page]

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IN WITNESS WHEREOF, Certegy Inc. has caused these Articles of Restatement to Articles of Incorporation to be executed by the undersigned duly authorized officer on January 31^st, 2006.

CERTEGY INC. ARTICLES OF RESTATEMENT SIGNATURE PAGE

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

FIDELITY NATIONAL INFORMATION SERVICES, INC.

(a Georgia corporation)

Effective as of February 1, 2006

FIDELITY NATIONAL INFORMATION SERVICES, INC.

(a Georgia corporation)

AMENDED AND RESTATED

BYLAWS

CONTENTS

AMENDED AND RESTATED BYLAWS

OF

FIDELITY NATIONAL INFORMATION SERVICES, INC.

ARTICLE ONE

MEETINGS OF THE SHAREHOLDERS

Section 1.1                                      Annual Meeting.  The annual meeting of the Shareholders of the Company (the “Annual Meeting”) shall be held during the first five months after the end of each fiscal year of the Company at such time and place, within or without the State of Georgia, as shall be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 1.2                                      Special Meetings.  Special meetings of the Shareholders may be held at the principal office of the Company in the State of Georgia or at such other place, within or without the State of Georgia, as may be named in the call therefor.  Such special meetings may be called by the Chairman of the Board of Directors, the Vice Chairman, the Chief Executive Officer, the President, the Board of Directors by vote at a meeting, a majority of the Directors in writing without a meeting, or by unanimous call of the Shareholders.

Section 1.3                                      Notice of Meetings.  Unless waived in accordance with the Georgia Business Corporation Code as amended from time to time (the “Code”), a notice of each meeting of Shareholders stating the date, time and place of the meeting shall be given not less than 10 days nor more than 60 days before the date thereof to each Shareholder entitled to vote at that meeting.  In the case of an Annual Meeting, the notice need not state the purpose or purposes of the meeting unless the Articles of Incorporation or the Code requires the purpose or purposes to be stated in the notice of the meeting.  Any irregularity in such notice shall not affect the validity of the Annual Meeting or any action taken at such meeting.  In the case of a special meeting of the Shareholders, the notice of meeting shall state the purpose or purposes for which the meeting is called, and only business within the purpose or purposes described in such notice may be conducted at the meeting.

Section 1.4                                      Voting Groups.  “Voting group” as used in these Bylaws means all shares of one or more classes or series that are entitled to vote and be counted together collectively on a matter at a meeting of Shareholders.  All shares entitled to vote generally on the matter are for that purpose a single voting group.

Section 1.5                                      Quorum.  With respect to shares entitled to vote as a separate voting group on a matter at a meeting of Shareholders, the presence, in person or by proxy, of a majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter unless the Articles of Incorporation or the Code provides otherwise.  Once a share is represented for any purpose at a meeting, other than solely to object to holding the meeting or to transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be set for the adjourned meeting pursuant to Section 1.11 of these Bylaws.

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Section 1.6                                      Vote Required for Action.  If a quorum exists, action on a matter (other than the election of Directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, provisions of these Bylaws validly adopted by the Shareholders, or the Code requires a greater number of affirmative votes.  If the Articles of Incorporation or the Code provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately.

Section 1.7                                      Adjournments.  Whether or not a quorum is present to organize a meeting, any meeting of Shareholders (including an adjourned meeting) may be adjourned by the holders of a majority of the voting shares represented at the meeting to reconvene at a specific time and place, but no later than 120 days after the date fixed for the original meeting unless the requirements of the Code concerning the selection of a new record date have been met.

Section 1.8                                      Presiding Officer.  The Chairman of the Board shall call the meeting of the Shareholders to order and shall act as chairman of such meeting.  In the absence of the Chairman of the Board, the meeting shall be called to order by any one of the following officers then present, in the following order: any Vice Chairman of the Board, the Chief Executive Officer, the President, the senior Executive Vice President, the next senior Executive Vice President, or any one of the Vice Presidents, who shall act as chairman of the meeting.  The Secretary of the Company shall act as secretary of the meeting of the Shareholders.  In the absence of the Secretary, at any meeting of the Shareholders, the presiding officer may appoint any person to act as secretary of the meeting.

Section 1.9                                      Voting of Shares.  Unless the Articles of Incorporation or the Code provides otherwise, each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders.

Section 1.10                                Proxies.  A Shareholder entitled to vote pursuant to Section 1.9 may vote in person or by proxy pursuant to an appointment of proxy executed by the Shareholder either in writing or pursuant to an electronic or telephonic transmission, provided that the transmission contains or is accompanied by information from which it can be determined that the Shareholder authorized the transmission.  An appointment of proxy shall be valid for only one meeting to be specified therein, and any adjournments of such meeting, but shall not be valid for more than eleven months unless expressly provided therein.  Appointments of proxy shall be dated and filed with the records of the meeting to which they relate.  If the validity of any appointment of proxy is questioned, it must be submitted for examination to the Secretary of the Company or to a proxy officer or committee appointed by the Board of Directors.  The Secretary or, if appointed, the proxy officer or committee shall determine the validity or invalidity of any appointment of proxy submitted, and reference by the Secretary in the minutes of the meeting to the regularity of an appointment of proxy shall be received as prima facie evidence of the facts stated for the purpose of establishing the presence of a quorum at the meeting and for all other purposes.

Section 1.11                                Record Date.  For the purpose of determining Shareholders entitled to notice of a meeting of the Shareholders, to demand a special meeting, to vote, or to take any other action, the Board of Directors may fix a future date as the record date, which date shall be

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not more than 70 days prior to the date on which the particular action, requiring a determination of the Shareholders, is to be taken.  A determination of the Shareholders entitled to notice of or to vote at a meeting of the Shareholders is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.  If no record date is fixed by the Board of Directors, the 70th day preceding the date on which the particular action, requiring a determination of the Shareholders, is to be taken shall be the record date for that purpose.

Section 1.12                                Shareholder Proposals and Nominations.

(a)                                  No proposal for a Shareholder vote shall be submitted by a Shareholder (a “Shareholder Proposal”) to the Company’s Shareholders unless the Shareholder submitting such proposal (the “Proponent”) shall have filed a written notice setting forth with particularity (i) the names and business addresses of the Proponent and all natural persons, corporations, partnerships, trusts or any other type of legal entity or recognized ownership vehicle (collectively, a “Person”) acting in concert with the Proponent; (ii) the name and address of the Proponent and the Persons identified in clause (i), as they appear on the Company’s books (if they so appear); (iii) the class and number of shares of the Company beneficially owned by the Proponent and by each Person identified in clause (i); (iv) a description of the Shareholder Proposal containing all material information relating thereto; (v) for proposals sought to be included in the Company’s proxy statement, any other information required by Securities and Exchange Commission Rule 14a-8; and (vi) such other information as the Board of Directors reasonably determines is necessary or appropriate to enable the Board of Directors and Shareholders of the Company to consider the Shareholder Proposal.  The presiding officer at any meeting of the Shareholders may determine that any Shareholder Proposal was not made in accordance with the procedures prescribed in these Bylaws or is otherwise not in accordance with law, and if it is so determined, such officer shall so declare at the meeting and the Shareholder Proposal shall be disregarded.

(b)                                 Only persons who are selected and recommended by the Board of Directors or the committee of the Board of Directors designated to make nominations, or who are nominated by Shareholders in accordance with the procedures set forth in this Section 1.12, shall be eligible for election, or qualified to serve, as Directors.  Nominations of individuals for election to the Board of Directors of the Company at any Annual Meeting or any special meeting of Shareholders at which Directors are to be elected may be made by any Shareholder of the Company entitled to vote for the election of Directors at that meeting by compliance with the procedures set forth in this Section 1.12.  Nominations by Shareholders shall be made by written notice (a “Nomination Notice”), which shall set forth (i) as to each individual nominated, (A) the name, date of birth, business address and residence address of such individual; (B) the business experience during the past five years of such nominee, including his or her principal occupations and employment during such period, the name and

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principal business of any corporation or other organization in which such occupations and employment were carried on, and such other information as to the nature of his or her responsibilities and level of professional competence as may be sufficient to permit assessment of such prior business experience; (C) whether the nominee is or has ever been at any time a director, officer or owner of five percent or more of any class of capital stock, partnership interests or other equity interest of any corporation, partnership or other entity; (D) any directorships held by such nominee in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended; (E) whether such nominee has ever been convicted in a criminal proceeding or has ever been subject to a judgment, order, finding or decree of any federal, state or other governmental entity, concerning any violation of federal, state or other law, or any proceeding in bankruptcy, which conviction, order, finding, decree or proceeding may be material to an evaluation of the ability or integrity of the nominee; and (F) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 as amended; and (ii) as to the Person submitting the Nomination Notice and any Person acting in concert with such Person, (X) the name and business address of such Person, (Y) the name and address of such Person as they appear on the Company’s books (if they so appear), and (Z) the class and number of shares of the Company that are beneficially owned by such Person.  A written consent to being named in a proxy statement as a nominee, and to serve as a Director if elected, signed by the nominee, shall be filed with any Nomination Notice, together with evidence satisfactory to the Company that such nominee has no interests that would limit his or her ability to fulfill his or her duties of office.  If the presiding officer at any meeting of the Shareholders determines that a nomination was not made in accordance with the procedures prescribed by these Bylaws, such officer shall so declare to the meeting and the defective nomination shall be disregarded.

(c)                                  If a Shareholder Proposal or Nomination Notice is to be submitted at an Annual Meeting of the Shareholders, it shall be delivered to and received by the Secretary of the Company at the principal executive office of the Company at least 120 days before the first anniversary of the date that the Company’s proxy statement was released to Shareholders in connection with the previous year’s Annual Meeting of Shareholders.  However, if no Annual Meeting of the Shareholders was held in the previous year or if the date of the Annual Meeting of the Shareholders has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, the notice shall be delivered to and received by the Secretary at the principal executive offices of the Company not later than the last to occur of (i) the date that is 150 days prior to the date of the contemplated Annual Meeting or (ii) the date that is 10 days after the date of the first public announcement or other notification to the Shareholders of the date of the contemplated Annual Meeting.  Subject to Section 1.3 as to

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matters that may be acted upon at a special meeting of the Shareholders, if a Shareholder Proposal or Nomination Notice is to be submitted at a special meeting of the Shareholders, it shall be delivered to the Secretary of the Company at the principal executive office of the Company no later than the close of business on the earlier of (i) the 30th day following the public announcement that a matter will be submitted to a vote of the Shareholders at a special meeting, or (ii) the 10th day following the day on which notice of the special meeting was given.  In addition, if a Shareholder intends to solicit proxies from the Shareholders of the Company for any meeting of the Shareholders, such Shareholder shall notify the Company of this intent in accordance with Securities and Exchange Commission Rule 14a-4.

ARTICLE TWO

BOARD OF DIRECTORS

Section 2.1                                      General.  Subject to the Articles of Incorporation, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors.  In addition to the powers and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Directors may exercise all such lawful acts and things as are not by law, by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Shareholders.

Section 2.2                                      Number of Directors and Term of Office.  The number of Directors shall be not less than five, nor more than fifteen and shall be fixed within such range by the Board of Directors.  The Directors shall be divided into three classes, designated as Class I, Class II and Class III.  Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board of Directors.  Each initial Director in Class I shall hold office for a term that expires at the first Annual Meeting of the Shareholders after his election; each initial Director in Class II shall hold office for a term that expires at the second Annual Meeting of the Shareholders after his election; and each initial Director in Class III shall hold office for a term that expires at the third Annual Meeting of the Shareholders after his election.  At each Annual Meeting of the Shareholders, successors to the class of Directors whose term expires at that Annual Meeting of the Shareholders shall be elected for a three-year term.  If the number of Directors has changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible.  Any additional Director of any class elected by the Shareholders to the Board of Directors to fill a vacancy resulting from an increase in such a class shall hold office for a term that shall coincide with the remaining term of that class.  Any additional Director of any class elected by the Board of Directors to fill a vacancy resulting from an increase in such a class shall hold office for a term that shall expire at the next Annual Meeting of the Shareholders, and, if such newly-created directorship is to be continued, a nominee therefor shall be submitted to the Shareholders for their vote.  In no case shall a decrease in the number of Directors for a class shorten the term of an incumbent Director.  A Director shall hold office until the Annual Meeting of the Shareholders for the year in which such Director’s term expires and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

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Section 2.3                                      Election of Directors.  Unless otherwise provided in the Articles of Incorporation or the Code, Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting of Shareholders at which a quorum is present.

Section 2.4                                      Vacancies.  Any vacancy on the Board of Directors that results from an increase in the number of Directors or from prior death, resignation, retirement, disqualification or removal from office of a Director shall be filled by a majority of the Board of Directors then in office, though less than a quorum, or by the sole remaining Director.  Any Director elected to fill a vacancy resulting from prior death, resignation, retirement, disqualification or removal from office of a director, shall have the same remaining term as that of his or her predecessor.

Section 2.5                                      Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may determine from time to time.

Section 2.6                                      Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by the direction of the Chairman of the Board or in his or her absence, any Vice Chairman, or by the Chief Executive Officer.  Special meetings of the Board may also be called by one-third of the Directors then in office.  Unless otherwise indicated in the notice thereof, any and all business of the Company may be transacted at any special meeting of the Board of Directors.

Section 2.7                                      Notice of Meetings.  Unless waived in accordance with the Code, notice of each regular or special meeting of the Board of Directors, stating the date, time and place of the meeting, shall be given not less than two days before the date thereof to each Director.

Section 2.8                                      Quorum; Adjournments.  Unless the Code, the Articles of Incorporation or these Bylaws provide for a different number, a majority of the Board of Directors shall constitute a quorum for the transaction of business.  Whether or not a quorum is present to organize a meeting, any meeting of Directors (including a reconvened meeting) may be adjourned by a majority of the Directors present, to reconvene at a specific time and place.  At any adjourned meeting, any business may be transacted that could have been transacted at the meeting prior to adjournment.  If notice of the original meeting was properly given, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted if the date, time and place of the adjourned meeting are announced at the meeting prior to adjournment.

Section 2.9                                      Vote Required for Action.  If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board of Directors unless the Code, the Articles of Incorporation, or these Bylaws provide for the vote of a different number of Directors or of specific Directors.

Section 2.10                                Action by Directors Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or any action that may be taken at a meeting of a committee of the Board of Directors may be taken without a meeting if the action is taken by all the members of the Board of Directors or of the committee, as the case may be.  The action must be evidenced by one or more written consents describing the action taken, signed by each Director or each Director serving on the committee, as the case may be, and delivered to the Company for inclusion in the minutes or filing with the corporate records.

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Section 2.11                                Compensation of Directors.  Directors who are salaried officers or employees of the Company shall receive no additional compensation for service as a Director or as a member of a committee of the Board of Directors.  Each Director who is not a salaried officer or employee of the Company shall be compensated as determined by the Board of Directors.  A Director may also serve the Company in a capacity other than that of Director or employee and receive compensation, as determined by the Board of Directors, for services rendered in any other capacity.

ARTICLE THREE

ELECTIONS OF OFFICERS AND COMMITTEES

Section 3.1                                      Election of Officers.  At the April meeting of the Board of Directors in each year, or, if not done at that time, then at any subsequent meeting, the Board of Directors shall proceed to the election of executive officers of the Company.

Section 3.2                                      Committees.  The Board of Directors is authorized and empowered to appoint from its own body or from the officers of the Company, or both, such other committees as it may think best, and may delegate to or confer upon such committees all or such part of its powers except as prohibited by the Code, and may prescribe the exercise thereof as it may deem proper.

ARTICLE FOUR

OFFICERS

Section 4.1                                      Officers; Term Limits.  The officers of the Company, unless otherwise provided by the Board of Directors from time to time, shall consist of the following: a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, one or more Vice Presidents (one or more of whom may be designated Executive Vice President, one or more of whom may be designated Corporate Vice President and one or more of whom may be designated Senior Vice President), a Treasurer, and a Secretary, who shall be elected by the Board of Directors.  The Board of Directors may from time to time elect a Vice Chairman of the Board.  The Board of Directors, or any officer to whom the Board may delegate such authority, may also appoint such other officers as it or they may see fit, and may prescribe their respective duties.  All officers, however elected or appointed, may be removed with or without cause by the Board of Directors, and any officer appointed by another officer may also be removed, with or without cause, by the appointing officer or any officer senior to the appointing officer.  Any two or more of the offices may be filled by the same person.  No person shall serve as Chairman of the Board and Chief Executive Officer (or either), beyond his or her 65th birthday.

Section 4.2                                      Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Shareholders and the Board of Directors.  Except where by law the signature of the Chief Executive Officer or President is required, the Chairman of the Board shall have the same power as the Chief Executive Officer or President to sign all authorized certificates, contracts, bonds, deeds, mortgages, and other instruments.  The Chairman of the Board shall have such other powers and duties as from time to time may be assigned by the Board of Directors.

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Section 4.3                                      Vice Chairman of the Board.  It shall be the duty of the Vice Chairman of the Board, in the absence of the Chairman of the Board, to preside at meetings of the Shareholders and the Board of Directors.  The Vice Chairman shall do and perform all acts incident to the office of Vice Chairman, subject to the approval and direction of the Board of Directors.

Section 4.4                                      Chief Executive Officer.  The Chief Executive Officer shall direct the business and policies of the Company and shall have such other powers and duties as from time to time may be assigned by the Board of Directors.  In the event of a vacancy in the offices of Chairman and Vice Chairman of the Board or during the absence or disability of the Chairman and any Vice Chairman, the Chief Executive Officer shall have all of the rights, powers and authority given hereunder to the Chairman of the Board.  The Chief Executive Officer, in the absence of the Chairman and any Vice Chairman of the Board, shall preside at meetings of the Shareholders and the Board of Directors.  The Chief Executive Officer may sign all authorized certificates, contracts, bonds, deeds, mortgages and other instruments, except in cases in which the signing thereof shall have been expressly and exclusively delegated to some other officer or agent of the Company.  In general, the Chief Executive Officer shall have the usual powers and duties incident to the office of a Chief Executive Officer of a corporation and such other powers and duties as from time to time may be assigned by the Board of Directors or a committee thereof.

Section 4.5                                      President.  The President shall have general charge of the business of the Company subject to the specific direction and approval of the Board of Directors.  If the Chairman or Vice Chairman of the Board is not designated Chief Executive Officer by the Board of Directors, the President shall also serve as Chief Executive Officer of the Company if so designated by the Board of Directors.  In the event of a vacancy in the office of Chief Executive Officer or during the absence or disability of the Chief Executive Officer, the President shall serve as Chief Executive Officer and shall have all of the rights, powers and authority given hereunder to the Chief Executive Officer.  The President may sign all authorized certificates, contracts, bonds, deeds, mortgages and other instruments, except in cases in which the signing thereof shall have been expressly and exclusively delegated to some other officer or agent of the Company.  In general, the President shall have the usual powers and duties incident to the office of a president of a corporation and such other powers and duties as from time to time may be assigned by the Board of Directors, a committee thereof, or the Chief Executive Officer.

Section 4.6                                      Chief Operating Officer.  The Chief Operating Officer shall have responsibility for the day-to-day operations of the Company.  The Chief Operating Officer may sign all authorized certificates, contracts, bonds, deeds, mortgages and other instruments, except in cases in which the signing thereof shall have been expressly and exclusively delegated to some other officer or agent of the Company.  In general, the Chief Operating Officer shall have the usual powers and duties incident to the office of a Chief Operating Officer of a corporation and such other powers and duties as from time to time may be assigned by the Board of Directors, a committee thereof, the Chief Executive Officer or the President.

Section 4.7                                      Executive Vice Presidents.  Each shall have authority, on behalf of the Company, to execute, approve, or accept agreements for service, bids, or other contracts, and shall sign such other instruments as each is authorized or directed to sign by the Board of

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Directors or a committee thereof or by the Chief Executive Officer or the President.  Each shall do and perform all acts incident to the office of the Executive Vice President of the Company or as may be directed by its Board of Directors or its committees or the Chief Executive Officer or the President.

Section 4.8                                      Vice Presidents.  There shall be one or more Vice Presidents of the Company, as the Board of Directors may from time to time elect.  Each Vice President shall have such power and perform such duties as may be assigned by or under the authority of the Board of Directors.

Section 4.9                                      Treasurer.  The Treasurer shall be responsible for the custody of all funds and securities belonging to the Company and for the receipt, deposit or disbursement of funds and securities under the direction of the Board of Directors.  The Treasurer shall cause to be maintained full and true accounts of all receipts and disbursements and shall make reports of the same to the Board of Directors, its committees, the Chief Executive Officer, and the President upon request.  The Treasurer shall perform all duties as may be assigned from time to time by or under the authority of the Board of Directors.

Section 4.10                                Secretary.  The Secretary shall be responsible for preparing minutes of the acts and proceedings of all meetings of the Shareholders and of the Board of Directors and any committees thereof.  The Secretary shall have authority to give all notices required by law or these Bylaws, and shall be responsible for the custody of the corporate books, records, contracts and other documents.  The Secretary may affix the corporate seal to any lawfully executed documents and shall sign any instruments as may require the Secretary’s signature.  The Secretary shall authenticate records of the Company and shall perform whatever additional duties and have whatever additional powers as may be assigned by or under the authority of the Board of Directors from time to time.  In the absence or disability of the Secretary or at the direction of the Chief Executive Officer, the President or the Secretary, any Assistant Secretary may perform the duties and exercise the powers of the Secretary.

Section 4.11                                Voting of Stock.  Unless otherwise ordered by the Board of Directors, the Chairman of the Board, any Vice Chairman, the Chief Executive Officer, the President or any Executive Vice President of the Company shall have full power and authority in behalf of the Company to attend and to act and to vote at any meetings of shareholders of any corporation in which the Company may hold stock, and at such meetings may possess and shall exercise any and all rights and powers incident to the ownership of such stock exercisable at such meetings.  The Board of Directors, by resolution from time to time, may confer like powers upon any other person or persons.

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ARTICLE FIVE

INDEMNIFICATION

Section 5.1                                      Definitions.  As used in this Article, the term:

(a)                                  “Company” includes any domestic or foreign predecessor entity of the Company in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(b)                                 “Director” or “Officer” means an individual who is or was a member of the Board of Directors or an officer elected by the Board of Directors, respectively, or who, while a member of the Board of Directors or an officer of the Company, is or was serving at the Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity.  An individual is considered to be serving an employee benefit plan at the Company’s request if his or her duties to the Company also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan.  “Director” or “Officer” includes, unless the context otherwise requires, the estate or personal representative of a Director or Officer.

(c)                                  “Disinterested Director” or “Disinterested Officer” means a Director or Officer, respectively, who at the time of an evaluation referred to in subsection 5.5(b) is not:

(1)                                  A Party to the Proceeding; or

(2)                                  An individual having a familial, financial, professional, or employment relationship with the person whose advance for Expenses is the subject of the decision being made with respect to the Proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the Director’s or Officer’s judgment when voting on the decision being made.

(d)                                 “Expenses” includes counsel fees.

(e)                                  “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and reasonable Expenses incurred with respect to a Proceeding.

(f)                                    “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a Proceeding.

(g)                                 “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.

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(h)                                 “Reviewing Party” shall mean the person or persons making the determination as to reasonableness of Expenses pursuant to Section 5.5 of this Article, and shall not include a court making any determination under this Article or otherwise.

Section 5.2                                      Basic Indemnification Arrangement.

(a)                                  The Company shall indemnify an individual who is a Party to a Proceeding because he or she is or was a Director or Officer against Liability incurred in the Proceeding; provided, however, that the Company shall not indemnify a Director or Officer under this Article for any Liability incurred in a Proceeding in which the Director or Officer is adjudged liable to the Company or is subjected to injunctive relief in favor of the Company:

(1)                                  For any appropriation, in violation of his or her duties, of any business opportunity of the Company;

(2)                                  For acts or omissions which involve intentional misconduct or a knowing violation of law;

(3)                                  For the types of liability set forth in Section 14-2-832 of the Code; or

(4)                                  For any transaction from which he or she received an improper personal benefit.

(b)                                 If any person is entitled under any provision of this Article to indemnification by the Company for some portion of Liability incurred, but not the total amount thereof, the Company shall indemnify such person for the portion of such Liability to which such person is entitled.

Section 5.3                                      Advances for Expenses.

(a)                                  The Company shall, before final disposition of a Proceeding, advance funds to pay for or reimburse the reasonable Expenses incurred by a Director or Officer who is a Party to a Proceeding because he or she is a Director or Officer if he or she delivers to the Company:

(1)                                  A written affirmation of his or her good faith belief that his or her conduct does not constitute behavior of the kind described in subsection 5.2(a) above; and

(2)                                  His or her written undertaking (meeting the qualifications set forth below in subsection 5.3(b)) to repay any funds advanced if it is ultimately determined that he or she is not entitled to indemnification under this Article or the Code.

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(b)                                 The undertaking required by subsection 5.3(a)(2) above must be an unlimited general obligation of the proposed indemnitee but need not be secured and shall be accepted without reference to the financial ability of the proposed indemnitee to make repayment.  If a Director or Officer seeks to enforce his or her rights to indemnification in a court pursuant to Section 5.4 below, such undertaking to repay shall not be applicable or enforceable unless and until there is a final court determination that he or she is not entitled to indemnification, as to which all rights of appeal have been exhausted or have expired.

Section 5.4                                      Court-Ordered Indemnification and Advances for Expenses.  A Director or Officer who is a Party to a Proceeding shall have the rights to court-ordered indemnification and advances for expenses as provided in the Code.

Section 5.5                                      Determination of Reasonableness of Expenses.

(a)                                  The Company acknowledges that indemnification of, and advance expenses to, a Director or Officer under Section 5.2 has been pre-authorized by the Company as permitted by Section 14-2-859(a) of the Code, and that pursuant to the authority exercised under Section 14-2-856 of the Code, no determination need be made for a specific Proceeding that such indemnification of or advances of expenses to the Director or Officer is permissible in the circumstances because he or she has met a particular standard of conduct.  Nevertheless, except as set forth in subsection 5.5(b) below, evaluation as to reasonableness of Expenses of a Director or Officer for a specific Proceeding shall be made as follows:

(1)                                  If there are two or more Disinterested Directors, by the Board of Directors of the Company by a majority vote of all Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote; or

(2)                                  If there are fewer than two Disinterested Directors, by the Board of Directors (in which determination Directors who do not qualify as Disinterested Directors may participate); or

(3)                                  By the Shareholders, but shares owned by or voted under the control of a Director or Officer who at the time does not qualify as a Disinterested Director or Disinterested Officer may not be voted on the determination.

(b)                                 Notwithstanding the requirement under subsection 5.5(a) that the Reviewing Party evaluate the reasonableness of Expenses claimed by the proposed indemnitee, any Expenses claimed by the proposed indemnitee shall be deemed reasonable if the Reviewing Party fails to make the evaluation required by subsection 5.5(a) within sixty (60) days following the later of:

(1)                                  The Company’s receipt of the affirmative undertaking required by Section 5.3(a); or

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(2)                                  The Company’s receipt of invoices for specific Expenses to be reimbursed or advanced.

Section 5.6                                      Indemnification of Employees and Agents.  The Company may indemnify and advance Expenses under this Article to an employee or agent of the Company who is not a Director or Officer to the same extent and subject to the same conditions that a Georgia corporation could, without shareholder approval under Section 14-2-856 of the Code, indemnify and advance Expenses to a Director, or to any lesser extent (or greater extent if permitted by law) determined by the Board of Directors or Chief Executive Officer, in each case consistent with public policy.

Section 5.7                                      Liability Insurance.  The Company may purchase and maintain insurance on behalf of an individual who is a Director, Officer, employee or agent of the Company or who, while a Director, Officer, employee or agent of the Company, serves at the Company’s request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity against Liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Director, Officer, employee, or agent, whether or not the corporation would have power to indemnify or advance Expenses to him or her against the same Liability under this Article or the Code.

Section 5.8                                      Witness Fees.  Nothing in this Article shall limit the Company’s power to pay or reimburse Expenses incurred by a person in connection with his or her appearance as a witness in a Proceeding at a time when he or she is not a Party.

Section 5.9                                      Report to Shareholders.  To the extent and in the manner required by the Code from time to time, if the Company indemnifies or advances Expenses to a Director or Officer in connection with a Proceeding by or in the right of the Company, the Company shall report the indemnification or advance to the Shareholders.

Section 5.10                                No Duplication of Payments; Nonexclusive.  The Company shall not be liable under this Article to make any payment to a person hereunder to the extent such person has otherwise actually received payment (under any insurance policy, agreement or otherwise) of the amounts otherwise payable hereunder.  The rights of a Director or Officer hereunder shall be in addition to any other rights with respect to indemnification, advancement of expenses or otherwise that he or she may have under contract or the Code or otherwise.

Section 5.11                                Subrogation.  In the event of payment under this Article, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

Section 5.12                                Contract Rights.  The right to indemnification and advancement of Expenses conferred hereunder to Directors and Officers shall be a contract right and shall not be affected adversely to any Director or Officer by any amendment of these Bylaws with respect to any action or inaction occurring prior to such amendment; provided, however, that this provision

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shall not confer upon any indemnitee or potential indemnitee (in his or her capacity as such) the right to consent or object to any subsequent amendment of these Bylaws.

Section 5.13                                Amendments.  It is the intent of the Company to indemnify and advance Expenses to its Directors and Officers to the full extent permitted by the Code, as amended from time to time.  To the extent that the Code is hereafter amended to permit a Georgia business corporation to provide to its directors or officers greater rights to indemnification or advancement of Expenses than those specifically set forth hereinabove, this Article shall be deemed amended to require such greater indemnification or more liberal advancement of Expenses to the Company’s Directors and Officers, in each case consistent with the Code as so amended from time to time.  No amendment, modification or rescission of this Article, or any provision hereof, the effect of which would diminish the rights to indemnification or advancement of Expenses as set forth herein shall be effective as to any person with respect to any action taken or omitted by such person prior to such amendment, modification or rescission.

ARTICLE SIX

CAPITAL STOCK

Section 6.1                                      Direct Registration of Shares.  The Company may, with the Board of Directors’ approval, participate in a direct registration system approved by the Securities and Exchange Commission and by the New York Stock Exchange or any securities exchange on which the stock of the Company may from time to time be traded, whereby shares of capital stock of the Company may be registered in the holder’s name in uncertificated, book-entry form on the books of the Company.

Section 6.2                                      Certificates for Shares.  Except for shares represented in book-entry form under a direct registration system contemplated in Section 6.1, the interest of each Shareholder in the Company shall be evidenced by a certificate or certificates representing shares of the Company which shall be in such form as the Board of Directors from time to time may adopt.  Share certificates shall be numbered consecutively, shall be in registered form, shall indicate the date of issuance, the name of the Company and that it is organized under the laws of the State of Georgia, the name of the Shareholder, and the number and class of shares and the designation of the series, if any, represented by the certificate.  Each certificate shall be signed by the Chairman of the Board, the President or other Chief Executive Officer or a Vice President and also by the Secretary or may be signed with the facsimile signatures of the Chairman of the Board, the President or other Chief Executive Officer or a Vice President and of the Secretary, and in all cases a stock certificate signed in facsimile must also be countersigned by the transfer agent for the stock.  The corporate seal need not be affixed.

Section 6.3                                      Transfer of Shares.  The Board of Directors shall have authority to appoint a transfer agent and/or a registrar for the shares of its capital stock, and to empower them or either of them in such manner and to such extent as it may deem best, and to remove such agent or agents from time to time, and to appoint another agent or other agents.  Transfers of shares shall be made upon the transfer books of the Company, kept at the office of the transfer agent designated to transfer the shares, only upon direction of the registered owner, or by an attorney lawfully constituted in writing.  With respect to certificated shares, before a new certificate is issued, the old certificate shall be surrendered for cancellation or, in the case of a certificate

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alleged to have been lost, stolen, or destroyed, the requirements of Section 6.5 of these Bylaws shall have been met.  Transfer of shares shall be in accordance with such reasonable rules and regulations as may be made from time to time by the Board of Directors.

Section 6.4                                      Duty of Company to Register Transfer.  Notwithstanding any of the provisions of Section 6.3 of these Bylaws, the Company is under a duty to register the transfer of its shares only if:

(a)                                  the certificate or transfer instruction is endorsed by the appropriate person or persons; and

(b)                                 reasonable assurance is given that the endorsement or affidavit is genuine and effective; and

(c)                                  the Company either has no duty to inquire into adverse claims or has discharged that duty; and

(d)                                 the requirements of any applicable law relating to the collection of taxes have been met; and

(e)                                  the transfer in fact is rightful or is to a bona fide purchaser.

Section 6.5                                      Lost, Stolen or Destroyed Certificates.  Any person claiming a share certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in the manner required by the Company and, if the Company requires, shall give the Company a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Company, as the Company may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.

Section 6.6                                      Authorization to Issue Shares and Regulations Regarding Transfer and Registration.  The Board of Directors and any other committee of the Board of Directors so authorized by it shall have power and authority to issue shares of capital stock of the Company and to make all such rules and regulations as, respectively, they may deem expedient concerning the transfer and registration of shares of the capital stock of the Company.

ARTICLE SEVEN

DISTRIBUTIONS AND DIVIDENDS

Section 7.1                                      Authorization or Declaration.  Unless the Articles of Incorporation provide otherwise, the Board of Directors from time to time in its discretion may authorize or declare distributions or share dividends in accordance with the Code.

Section 7.2                                      Record Date with Regard to Distributions and Share Dividends.  For the purpose of determining Shareholders entitled to a distribution (other than one involving a purchase, redemption, or other reacquisition of the Company’s shares) or a share dividend, the Board of Directors may fix a date as the record date.  If no record date is fixed by the Board of Directors, the record date shall be determined in accordance with the provisions of the Code.

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ARTICLE EIGHT

MISCELLANEOUS

Section 8.1                                      Corporate Seal.  The corporate seal of the Company shall be in such form as the Board of Directors may from time to time determine.  If at any time it is inconvenient to use the corporate seal of the Company, the signature or name of the Company followed by or used in conjunction with the words “Corporate Seal” or “Seal” or words of similar import shall be deemed the seal of the Company.

Section 8.2                                      Inspection of Books and Records.  The Board of Directors shall have power to determine which accounts, books and records of the Company shall be opened to the inspection of Shareholders, except those as may by law specifically be made open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection.  Without the prior approval of the Board of Directors in its discretion, the right of inspection set forth in Section 14-2-1602(c) of the Code shall not be available to any Shareholder owning two percent or less of the shares outstanding.

Section 8.3                                      Conflict with Articles of Incorporation or Code.  To the extent that any provision of these Bylaws conflicts with any provision of the Articles of Incorporation, such provision of the Articles of Incorporation shall govern.  To the extent that any provision of these Bylaws conflicts with any non-discretionary provision of the Code, such provision of the Code shall govern.

Section 8.4                                      Severability.  In the event that any of the provisions of these Bylaws (including any provision within a single section, subsection, division or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions of these Bylaws shall remain enforceable to the fullest extent permitted by law.

ARTICLE NINE

AMENDMENTS

Section 9.1                                      Amendments.  Subject, in each case, to the Articles of Incorporation:

(a)                                  the Board of Directors shall have power to alter, amend or repeal these Bylaws or adopt new Bylaws; and

(b)                                 any Bylaws adopted by the Board of Directors may be altered, amended or repealed, and new Bylaws may be adopted, by the Shareholders, as provided by the Code; and

(c)                                  Articles Ten and Eleven of these Bylaws shall be amended only in the manner provided by relevant provisions of the Code.

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ARTICLE TEN

FAIR PRICE REQUIREMENTS

Section 10.1                                Fair Price Requirements.  All of the requirements of Article 11, Part 2, of the Code, included in Sections 14-2-1110 through 1113 (and any successor provisions thereto), shall be applicable to the Company in connection with any business combination, as defined therein, with any interested shareholder, as defined therein.

ARTICLE ELEVEN

BUSINESS COMBINATIONS

Section 11.1                                Business Combinations.  All of the requirements of Article 11, Part 3, of the Code, included in Sections 14-2-1131 through 1133 (and any successor provisions thereto), shall be applicable to the Company in connection with any business combination, as defined therein, with any interested shareholder, as defined therein.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Fidelity National Information Services, Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-63342, No. 333-64462 and No. 333-103266) on Form S-8 of Fidelity National Information Services, Inc. (formerly known as Certegy Inc.) of our report dated May 9, 2005, except as to notes 13(c) and 14, which are as of September 30, 2005, and note 13(d), which is as of February 1, 2006, with respect to the combined balance sheets of Fidelity National Information Services, Inc. as of December 31, 2004 and 2003, and the related combined statements of earnings, equity and comprehensive earnings, and cash flows for each of the years in the three-year period ended December 31, 2004, which report appears in the Form 8-K of Fidelity National Information Services, Inc. dated January 31, 2006.

Our report refers to a change in accounting for stock-based employee compensation effective January 1, 2003.

Exhibit 99.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of as of February 1, 2006 by and among Fidelity National Information Services, Inc., a Georgia corporation formerly known as Certegy Inc. (the “Company”), and the Securityholders (as herein defined).  Certain capitalized terms used herein are defined in Section 1.1.

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1          Definitions

“Agreement” has the meaning set forth in the preamble.

“Agreement and Plan of Merger” means that certain Agreement and Plan of Merger dated as of September 14, 2005 among the Company, C Co Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, and Fidelity National Information Services, Inc., a Delaware corporation, as heretofore amended.

“BACI Holder” means Banc of America Capital Investors, L.P.

“Board” or “Board of Directors” means the Board of Directors of the Company.

“Common Stock” means the Company’s common stock.

“Company” has the meaning set forth in the preamble.

“Control” (including, with correlative meaning, all conjugations thereof) means with respect to any Person, the ability of another Person to control or direct the actions or policies of such first Person, whether by ownership of voting stock, by contract or otherwise.

“Demand Registration” has the meaning given to such term in Section 2.1(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Evercore Holder” means Evercore METC Capital Partners II L.P.

“F Co. Parent” means Fidelity National Financial, Inc., a Delaware corporation.

“Incidental Registration” has the meaning given such term in Section 2.2(a).

“Indemnified Party” has the meaning given such term in Section 2.7(a).

“Losses” has the meaning given such term in Section 2.7(a).

“NASD” has the meaning given such term in Section 2.5(k).

“NASDAQ” means the electronic dealer quotation system owned and operated by The Nasdaq Stock Market, Inc.

“Person” means an individual, a partnership, a joint venture, a corporation, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any department or agency or political subdivision thereof.

“Proceeding” has the meaning given such term in Section 2.7(c).

“Public Offering” means an offering and sale to the public of any equity securities of the Company pursuant to an effective registration statement filed with the SEC pursuant to the Securities Act, as then in effect, provided that a Public Offering shall not include an offering made in connection with a business acquisition or combination or an employee benefit plan or an offering solely to the Company’s shareholders.

“Registrable Shares” means (i) shares of Common Stock issued or issuable to any Securityholder pursuant to the Agreement and Plan of Merger, and (ii) any shares of stock of the Company or any successor corporation issued or issuable in respect of the Common Stock referred to in clause (i) above, whether by way of a stock split, stock dividend or in connection with a combination of such Common Stock or a recapitalization, merger, consolidation or other reorganization or otherwise, in either such event excluding such shares that (a) have been sold pursuant to a Registration Statement, (b) have been sold or distributed pursuant to Rule 144 or (c) are eligible to be sold or distributed pursuant to Rule 144 (including, without limitation, Rule 144(k)) in a single transaction by any Securityholder.

“Registration Expenses” means all amounts payable by the Company pursuant to Section 2.5.

“Registration Notice” has the meaning given such term in Section 2.1(b).

“Registration Request” has the meaning given such term in Section 2.1(a).

“Registration Statement” means any registration statement of the Company under which any of the Registrable Shares are included therein pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Requesting Holders” has the meaning given such term in Section 2.1(a).

“Rule 144” means Rule 144 adopted under the Securities Act (or any successor rule or regulation).

“SEC” means the Securities and Exchange Commission.

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“Securityholder(s)” means (i) the shareholders listed on Annex A hereto and their respective successors, assignees and transferees who execute a counterpart to this Agreement, and (ii) those Persons who acquire Registrable Shares in the future and become a party hereto.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Selling Securityholder” means a Securityholder selling its shares pursuant to the terms of this Agreement.

“Shelf Registration” has the meaning given such term in Section 2.1(a).

“Sponsor Group” means the holders of at least 75% of the Registrable Shares then owned by the THL Holders and the TPG Holders, collectively.

“Sponsors” means collectively, the THL Holders, the TPG Holders, the Evercore Holder and the BACI Holder.

“Subsidiary” means any corporation with respect to which another specified corporation has the power to vote or direct the voting of sufficient securities to elect directors having a majority of the voting power of the board of directors of such corporation.

“THL Holders” means collectively, Thomas H. Lee Equity Fund V, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Equity (Cayman) Fund V, L.P., Thomas H. Lee Investors Limited Partnership, Putnam Investment Holdings, LLC, Putnam Investments Employees’ Securities Company I LLC, and Putnam Investments Employees’ Securities Company II, LLC.

“TPG Holders” means collectively, TPG Partners III, L.P., TPG Parallel III, L.P., TPG Investors III, L.P., FOF Partners III, L.P., FOF Partners III-B, L.P., TPG Dutch Parallel III, C.V., and TPG Partners IV, L.P.

ARTICLE 2

REGISTRATION RIGHTS

2.1          Demand Registrations.

(a)           Requests for Registration of Registrable Shares Owned by the Sponsors.  Subject to the provisions of this Article 2, including without limitation Section 2.1(e), each of F Co. Parent, the THL Holders and the TPG Holders shall have the right to request registration under the Securities Act (the “Demand Right”) of all or any portion of the Registrable Shares held by such Securityholders by delivering a written notice to the principal business office of the Company, which notice identifies the Person(s) requesting registration (the “Requesting Holders”) and specifies the number of Registrable Shares to be included in such registration (the “Registration Request”).  Any such requested registration shall hereinafter be referred to as a “Demand Registration.”  With respect to any Demand Registration, the Requesting Holders may request the Company to effect a registration of the Registrable Shares under a registration statement pursuant to Rule 415 under the Securities Act (a “Shelf Registration”).

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(b)           Effecting the Registration.  Subject to the restrictions set forth in Section 2.1(e), the Company will give prompt written notice of any such Registration Request (the “Registration Notice”) to all other holders of Registrable Shares and will thereupon use its commercially reasonable efforts to effect the registration under the Securities Act on any form available to the Company of:

(i)            the Registrable Shares requested to be registered by the Requesting Holders; and

(ii)           all other Registrable Shares of the same type and class which the Company has received a written request to register pursuant to Section 2.2(a) within 10 days after notice is given by the Company pursuant to this Section 2.2(b).

(c)           Preservation of Demand Registration.  A registration undertaken by the Company at the request of the Requesting Holder under Section 2.1(a) will not count as a Demand Registration:

(i)            if, pursuant to the Demand Right, the Requesting Holders are unable to register and sell at least 50% of the Registrable Shares requested to be included in such registration by them pursuant to this Section 2.1, unless such failure results from any act of, or failure to act by, any of the Requesting Holders;

(ii)           if the Requesting Holders withdraw their Registration Request prior to the time the Registration Statement therefor is declared effective and promptly reimburse the Company for all Registration Expenses incurred by the Company in connection with effecting such registration, such Registration Request shall not count as a Demand Registration so long as this provision has not been previously utilized within the immediately preceding 12 months; or

(iii)          if the Requesting Holders withdraw a Registration Request upon the determination of the Board of Directors of the Company to postpone the filing or effectiveness of a Registration Statement pursuant to Section 2.1(f) or are deemed to have withdrawn a Registration Request pursuant to Section 2.1(g).

(d)           Priority on Demand Registration.  If the sole or managing underwriter of a Demand Registration advises the Company in writing that in its reasonable opinion the number of Registrable Shares and other securities requested to be included exceeds the number of Registrable Shares and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the greatest number of Registrable Shares requested to be registered by the holders thereof, which in the opinion of such underwriters can be so sold, ratably among the holders of Registrable Shares (whether requested to be registered pursuant to Section 2.1 or 2.2) based on the respective amounts of Registrable Shares requested to be included by each such holder.

(e)           Restrictions on Demand Registrations.  The Company shall not be obligated to effect (i) more than two (2) Demand Registrations pursuant to a Demand Right exercised by the THL Holders under Section 2.1(a), (ii) more than two (2) Demand Registrations

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pursuant to a Demand Right exercised by the TPG Holders under Section 2.1(a), (iii) more than four (4) Demand Registrations pursuant to a Demand Right exercised by F Co. Parent under Section 2.1(a), (iv) a Demand Registration within six (6) months after the effective date of any previous Demand Registration, or (v) more than two (2) Demand Registrations in any twelve (12) month period.  No Securityholder may exercise a Demand Right under this Section 2.1 and no Demand Registration shall be required to be effected by the Company hereunder unless the reasonably anticipated gross proceeds of the resulting offering would exceed $75,000,000.  Any Demand Registration requested must be for a firm commitment underwritten public offering of Registrable Shares to be managed by an underwriter or underwriters of recognized national standing selected by the Company and reasonably acceptable to the Requesting Holders.

(f)            Deferral of Filing.  The Company may defer the filing (but not the preparation thereof) or effectiveness of a Registration Statement to effect a Demand Registration if, after a request is made, the Board of Directors of the Company determines in good faith, after consultation with counsel, that the Company would be required to disclose in such Registration Statement material, non-public information which the Company has a bona fide business interest in preserving as confidential or the disclosure of which, in the good faith belief of the Company, would have an adverse effect on the Company or its business.  The Company may defer a Demand Registration under this paragraph (e) pursuant to the preceding sentence until the earlier of (A) the date upon which such information is disclosed to the public or the Company determines in good faith that such information is no longer material or that its disclosure no longer would have an adverse effect on the Company or its business, or (B) 90 days after the Company first determines to defer such filing or such effectiveness; provided, however, that the Company shall not utilize this right to defer any such Demand Registration more than two (2) times in any twelve consecutive month period.

(g)           Pre-emption of Demand Registration.  Notwithstanding anything to the contrary contained herein, if at any time a Securityholder or Securityholders shall request a Demand Registration pursuant to this Section 2.1, the Company shall not be obligated to effect such Demand Registration and any related Registration Request shall be deemed to have been withdrawn if the Company’s Board of Directors shall determine in good faith, after consultation with a firm of nationally recognized underwriters, and shall so advise the Requesting Holder(s) in writing that such Demand Registration would have an adverse effect on a Public Offering by the Company which the Company is then actively pursuing; provided, however, that the Company shall not utilize this right more than one (1) time in any twelve consecutive month period.

(h)           Other Registration Rights.  The Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company or any incidental or “piggy-back” rights that are superior or pari pasu with respect to any equity security of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of F Co. Parent and the Sponsor Group.

2.2          Incidental Registration.

(a)           Requests for Incidental Registration.  At any time the Company proposes to register for a Public Offering any Common Stock under the Securities Act, including

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registrations pursuant to Section 2.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Shares at least 20 days prior to the anticipated initial filing of such Registration Statement with the SEC of its intent to file such Registration Statement (or, if earlier, within 5 business days of receipt of a Registration Notice) and of such holder’s rights under this Section 2.2.  Upon the written request of any holder of Registrable Shares made within 10 days after any such notice is given by the Company (which request shall specify the Registrable Shares intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an “Incidental Registration”) under the Securities Act of all Registrable Shares which the Company has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an “Incidental Registration Statement”), (i) the Company shall determine not to register such securities for its own account or to defer the registration of such securities in accordance with Section 2.1(f) or Section 2.3(b), or (ii) the Securityholder exercising a Demand Right shall determine for any reason not to register or to delay registration of such securities, the Company or such Securityholder, as the case may be, at its election, may give written notice of such determination to each holder of Registrable Shares and, thereupon, (x) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Shares under this Section 2.2 or under Section 2.1 in connection with such particular registration (but not from its obligation to pay the expenses incurred in connection therewith) and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Shares under this Section 2.2 or under Section 2.1 during the period that the registration of such other securities is delayed.

(b)           Priority on Incidental Registration.  If the sole or managing underwriter of a registration advises the Company in writing that in its opinion the number of Registrable Shares and other securities requested to be included exceeds the number of Registrable Shares and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the Registrable Shares and other securities of the Company in the following order of priority:

(i)            first, in the event of a Company-initiated registration, the greatest number of securities of the Company proposed to be included in such registration by the Company for its own account, which in the opinion of such underwriters can be so sold; and

(ii)           second, after all securities that the Company proposes to register for its own account have been included in the event of a Company-initiated registration, the greatest amount of Registrable Shares requested to be registered by the holders thereof which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, ratably among the holders of Registrable Shares (whether requested to be registered pursuant to Section 2.1 or 2.2) based on the respective amounts of Registrable Shares requested to be included by each such holder.

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2.3          Registration on Form S-3

(a)           Request for Registration.  If F Co. Parent or any of the Sponsors request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short-form registration statement, for a Public Offering of Registrable Shares, the reasonably anticipated gross proceeds from the sale of such Registrable Shares would exceed $50,000,000, and the Company is at such time eligible to use Form S-3 to register the Registrable Shares for such an offering, the Company shall (i) within ten (10) days of the receipt by the Company of such notice, give written notice of such proposed registration to all other Securityholders and (ii) as soon as practicable, shall use its commercially reasonable efforts to cause such Registrable Shares to be registered on such form for the offering and to cause such Registrable Shares to be qualified in such jurisdictions as the Securityholders may reasonably request together with all or such portion of the Registrable Shares of any Securityholders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company.  The Company will use its commercially reasonable efforts to remain eligible to use Form S-3 registration or a similar short-form registration.  For the avoidance of doubt, a registration under this Section 2.3(a) shall not be considered to be a Demand Registration for any purpose.

(b)           Deferral of Filing. The Company may defer the filing (but not the preparation thereof) or effectiveness of a Registration Statement requested pursuant to this Section 2.3 if, after a request is made, the Board of Directors of the Company determines in good faith, after consultation with counsel, that the Company would be required to disclose in such Registration Statement material, non-public information which the Company has a bona fide business interest in preserving as confidential or the disclosure of which, in the good faith belief of the Company, would have an adverse effect on the Company or its business.  The Company may defer a registration under this paragraph (b) pursuant to the preceding sentence until the earlier of (i) the date upon which such information is disclosed to the public or the Company determines in good faith that such information is no longer material or that its disclosure no longer would have an adverse effect on the Company or its business, or (ii) 90 days after the Company first determines to defer such filing or such effectiveness; provided, however, that the Company shall not utilize this right to defer any such registration more than two (2) times in any twelve consecutive month period.

(c)           Pre-emption of Form S-3 Registration.  Notwithstanding anything to the contrary contained herein, if at any time a Securityholder or Securityholders shall request a registration pursuant to this Section 2.3, the Company shall not be obligated to effect such registration and any related registration request shall be deemed to have been withdrawn if the Company’s Board of Directors shall determine in good faith, after consultation with a firm of nationally recognized underwriters, and shall so advise such Securityholder(s) in writing that such Demand Registration would have an adverse effect on a Public Offering by the Company which the Company is then actively pursuing.

2.4          Holdback Agreements.  Each Securityholder agrees that, if requested in connection with any underwritten Public Offering for which a Securityholder has registration rights pursuant to this Article 2 by the managing underwriter or underwriters of such underwritten offering, such Securityholder will enter into an agreement with the underwriters on

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customary terms regarding restrictions on the ability of the Securityholders, without the prior written consent of the managing underwriter, to sell their Registrable Shares during the period commencing on the date of the final prospectus to such Public Offering and ending on the date specified by the Company and the managing underwriter; provided, that (i) the date so specified will be no later than 90 days after the date of such final prospectus for such subsequent Public Offering, and will be the same for all Securityholders that enter into such agreements, and (ii) all executive officers, beneficial owners of more than 5% of the Company’s capital stock and directors enter into such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Shares of each Securityholder (and the shares or securities of every other person listed in clause (ii) above) until the end of such period.

2.5          Registration Procedures.  In connection with the registration of any Registrable Shares, the Company shall use commercially reasonable efforts to effect such registration to permit the sale of such Registrable Shares in accordance with the intended method or methods of disposition thereof and the terms and conditions of this Agreement, and pursuant thereto the Company shall, as expeditiously as practicable:

(a)           Prepare and file with the SEC a Registration Statement or Registration Statements on a form available for the sale of the Registrable Shares by the holders thereof in accordance with the intended method of distribution thereof, and use its commercially reasonable efforts to cause each such Registration Statement to become effective;

(b)           (i) In the case of any registration other than a Shelf Registration, prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be reasonably requested by F Co. Parent or any Sponsor (if F Co. Parent or such Sponsor is registering securities pursuant to such Registration Statement) or necessary to keep such Registration Statement continuously effective for a period ending on the earlier of (A) 90 days from the effective date and (B) such time as all of such securities have been disposed of in accordance with the intended method of disposition thereof; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such prospectus as so supplemented; and (ii) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement in compliance with the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of the date on which all the Registrable Shares subject thereto have been sold pursuant to such Registration Statement or two (2) years after effectiveness of the Form S-3 registration.

(c)           Notify the Selling Securityholders of Registrable Shares promptly (but in any event within 2 business days), and confirm such notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective,

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(ii) of any written comments by the SEC in respect of the Registration Statement or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation or threat of any proceedings for such purpose, (iv) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of Registrable Shares the Company becomes aware that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2.5(i) below cease to be true and correct in all material respects, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Shares for offer or sale in any jurisdiction, (vi) if the Company becomes aware of the happening of any event that makes any statement of a material fact made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus or documents so that, in the case of such Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (vii) if for any other reason it shall be necessary to amend or supplement such Registration Statement in order to comply with the Securities Act.

(d)           Use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.

(e)           Promptly incorporate in a prospectus supplement or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters, if any, or the holders of a majority of the Registrable Shares of the class being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Shares; and make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(f)            Deliver to each Selling Securityholder of Registrable Shares and the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request; and the Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the Selling Securityholders of Registrable Shares and the underwriters or agents, if any, in connection with the offering and sale of the Registrable Shares covered by such prospectus and any amendment or supplement thereto.

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(g)           Prior to any public offering of Registrable Shares, to use its commercially reasonable efforts to register or qualify, and cooperate with the Selling Securityholders of Registrable Shares, the underwriters, if any, the sales agents and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Shares for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any Selling Securityholder or the managing underwriters reasonably request in writing; provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject.

(h)           Upon the occurrence of any event contemplated by Section 2.5(c)(vi) above, as promptly as practicable prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(i)            Enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and take all such other actions as are reasonably requested by the managing or sole underwriter in order to expedite or facilitate the registration or the disposition of such Registrable Shares, including obtaining for delivery to the Company and the underwriter or underwriters, if any, with copies to the holders of Registrable Shares included in such registration, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement.

(j)            Comply with all applicable rules and regulations of the SEC and make generally available to its Securityholders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Shares are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effectiveness of a Registration Statement, which statements shall cover said 12-month periods.

(k)           (i) Use its commercially reasonable efforts to cause all such Registrable Shares covered by such registration statement to be listed on the principal securities exchange on which Common Stock is then listed (if any), if the listing of such Registrable Shares is then permitted under the rules of such exchange, or (ii) if no Common Stock is then so listed, use its commercially reasonable efforts to, either (as the Company may elect) (x) cause all such Registrable Shares to be listed on a national securities exchange or (y) secure designation of all

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such Registrable Shares as a “Nasdaq security” that is an “NMS security” within the meaning of Rule 600 of Regulation NMS or, failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc. (“NASD”).

(l)            Make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the holders of a majority of the Registrable Shares of each class covered by the applicable Registration Statement, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such sellers or any such managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, provide each such Person with such opportunities to discuss with the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements the business of the Company, and supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement, in each case as shall be necessary to enable such Persons to satisfy their due diligence obligations under applicable law (subject to the entry by each party referred to in this clause (l) into customary confidentiality agreements in a form reasonably acceptable to the Company).

(m)          In the case of an underwritten offering, make available the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter in any such underwritten offering and otherwise use commercially reasonable efforts to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; provided the Company’s senior executive officers shall not be required to participate in any “road show” presentations pursuant to a registration in which the Company is not selling securities more than once in any 12 month period without the consent of such senior executive officers.  The Company may require each holder of Registrable Shares as to which any registration is being effected to furnish to the Company such information regarding such holder and the distribution of such Registrable Shares as the Company may, from time to time, reasonably request in writing; provided that, such information shall be used only in connection with such registration.  The Company may exclude from such registration the Registrable Shares of any holder who unreasonably fails to furnish such information promptly after receiving such request.  Each holder of Registrable Shares, upon receipt of written notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in clauses (ii), (iii), (vi) or (vii) of Section 2.5(c) or any circumstance described in Section 2.1(f) or 2.3(b) which would permit the Company to defer the filing or effectiveness of a Registration Statement thereunder, shall forthwith discontinue disposition of the Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until (i) with respect to any such event described in Section 2.5(c), such holder has received copies of the supplemented or amended Prospectus contemplated hereby or such holder has been advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and (ii) with respect to a circumstance described in Section 2.1(f) or 2.3(b), 90 days after receipt of the Suspension Notice or such earlier date as of which such holder shall be advised by the

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Company in writing that the circumstance giving rise to the Suspension Notice no longer warrants such discontinuance of such holder’s disposition of Registrable Shares.  The Company shall not give a Suspension Notice until after the applicable Registration Statement has been declared effective and shall not give more than two (2) Suspension Notices during any period of twelve consecutive months and, with respect to any event described in Section 2.5(c), in no event shall the period from the date on which any holder receives a Suspension Notice to the date on which any holder receives either the Advice or copies of the supplemented or amended prospectus contemplated by Section 2.5(c) (the “Suspension Period”) exceed 90 days.  In the event that the Company shall give any Suspension Notice (other than a Suspension Notice given in connection with any circumstance described in Section 2.1(f) or Section 2.3(b)), the Company shall use its commercially reasonable efforts and take such actions as are reasonably necessary to render the Advice and end the Suspension Period as promptly as practicable.  In the event the Company shall give any Suspension Notice with respect to any circumstance described in Section 2.1(f) or Section 2.3(b), the Company’s obligations under this Agreement in respect of any pending Registration Statement and related registration (other than its obligations to pay or reimburse Registration Expenses) shall be suspended until the date that is 90 days after receipt of the Suspension Notice or such earlier date as of which the holder(s) of the Registrable Shares registered thereby shall have been advised by the Company in writing that the circumstance giving rise to the Suspension Notice no longer warrants the discontinuance of such holders’ disposition of Registrable Shares.

2.6          Registration Expenses.  All of the following fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be paid or reimbursed by the Company, whether or not any Registration Statement is filed or becomes effective, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or “blue sky” laws), (ii) reasonable messenger, telephone and delivery expenses, (iii) fees and disbursements of counsel for the Company, (iv) fees and disbursements of all independent certified public accountants referred to in Section 2.5(i), (v) underwriters’ fees and expenses (excluding discounts, commissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Shares), (vi) Securities Act liability insurance, if the Company so desires such insurance, (vii) internal expenses of the Company, (viii) the expense of any annual audit, (ix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, (x) the fees and expenses of any Person, including special experts, retained by the Company, and (xi) the reasonable fees and disbursements of not more than one counsel (together with appropriate local counsel) chosen by the holders of a majority in interest of the Registrable Shares to be included in such registration and reasonably acceptable to the Company.

2.7          Indemnification; Contribution.

(a)           Indemnification by the Company.  The Company shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Shares, the officers, directors, agents, partners and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, agents, partners and employees of

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each such controlling person (each, an “Indemnified Party”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, actions or proceedings (whether commenced or threatened), reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and reasonable expenses (including reasonable expenses of investigation) (collectively, “Losses”), as incurred, arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus or form of prospectus or in any amendment or supplements thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that the same arise out of or are based upon information furnished in writing to the Company by such Indemnified Party or the related holder of Registrable Shares expressly for use therein or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration; provided, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Shares or any other Person, if any, who controls such underwriters within the meaning of the Securities Act to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (iii) the Company has complied with its obligations under Section 2.5(c).  Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

(b)           Indemnification by Holders.  In connection with any Registration Statement in which a holder of Registrable Shares is participating, such holder, or an authorized officer of such holder, shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or prospectus and agrees, severally and not jointly, to indemnify, to the fullest extent permitted by law, the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus, or form of prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by such holder to the Company expressly for use in such Registration Statement or prospectus and that such statement or omission was relied upon by the Company in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that such holder of Registrable Shares shall not be liable in any such case to the extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which

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corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein.  In no event shall the liability of any Selling Securityholder of Registrable Shares hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder upon the sale of the Registrable Shares giving rise to such indemnification obligation.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

(c)           Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt notice to the party or parties from which such indemnity is sought (the “indemnifying parties”) of the commencement of any action, suit, proceeding or investigation or written threat thereof (a “Proceeding”) with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the failure to so notify the indemnifying parties shall not relieve the indemnifying parties from any obligation or liability except to the extent that the indemnifying parties have been prejudiced by such failure.  The indemnifying parties shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such Proceeding, to assume, at the indemnifying parties’ expense, the defense of any such Proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that an indemnified party or parties (if more than one such indemnified party is named in any Proceeding) shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless:  (i) the indemnifying parties agree to pay such fees and expenses; (ii) the indemnifying parties fail promptly to assume the defense of such Proceeding or fail to employ counsel reasonably satisfactory to such indemnified party or parties; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such indemnified party or parties and the indemnifying parties or an affiliate of the indemnifying parties or such indemnified parties, and there may be one or more defenses available to such indemnified party or parties that are different from or additional to those available to the indemnifying parties, in which case, if such indemnified party or parties notifies the indemnifying parties in writing that it elects to employ separate counsel at the expense of the indemnifying parties, the indemnifying parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying parties, it being understood, however, that, unless there exists a conflict among indemnified parties, the indemnifying parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified party or parties.  Whether or not such defense is assumed by the indemnifying parties, such indemnifying parties or indemnified party or parties will not be subject to any liability for any settlement made without its or their consent (but such consent will not be unreasonably withheld).  The indemnifying parties shall not consent to entry of any judgment or enter into any settlement which (x) provides for other than monetary damages without the consent of the indemnified party or parties (which consent shall not be unreasonably withheld or delayed) or (y) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party or parties of a release, in form and substance

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satisfactory to such indemnified party or parties, from all liability in respect of such Proceeding for which such indemnified party would be entitled to indemnification hereunder.

(d)           Contribution.  If the indemnification provided for in this Section 2.7 is unavailable to an indemnified party or is insufficient to hold such indemnified party harmless for any Losses in respect of which this Section 2.7 would otherwise apply by its terms, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have an obligation to contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any Proceeding, to the extent such party would have been indemnified for such expenses if the indemnification provided for in Section 2.7(a) or 2.7(b) was available to such party.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.7(d) were determined by pro-rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.7(d).  Notwithstanding the provisions of this Section 2.7(d), an indemnifying party that is a Selling Securityholder of Registrable Shares shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party in the offering to which such claims relates exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reasons of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

2.8          Rule 144.  The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and will take such further action as any holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or 144A or Regulation S under the Securities Act.  Upon the request of any holder of Registrable Shares, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

2.9          Underwritten Registrations.

(a)           No holder of Registrable Shares may participate in any underwritten registration hereunder unless such holder (i) agrees to sell such holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder

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to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

(b)           In the case of an underwritten offering requested by holders pursuant to Section 2.1 or 2.3, the price, underwriting discount and other financial terms for each class of Registrable Shares of the related underwriting agreement shall be determined by the Securityholders initially exercising such Demand Rights or rights under Section 2.3 and be acceptable to the Company (such consent not to be unreasonably withheld or delayed).  In the case of any underwritten offering pursuant to a Company initiated offering, such price, discount and other terms shall be determined by the Company in its sole discretion, subject to the right of the holders requesting to participate pursuant to Section 2.2(a) to withdraw their request to participate in the registration after being advised of such price, discount and other terms.

2.10        No Inconsistent Agreements.  The Company has not and will not, enter into any agreement with respect to the Company’s securities that is inconsistent with the rights granted to the holders of Registrable Shares in this Article 2 or otherwise conflicts with the provisions hereof.

ARTICLE 3

TERMINATION

3.1          Termination.  The provisions of this Agreement shall terminate when there shall no longer be any Registrable Shares outstanding.

ARTICLE 4

MISCELLANEOUS

4.1          Notices.  Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telex, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows (or at such other address as may be substituted by notice given as herein provided):

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If to any other Securityholder, at its address listed on Annex A hereof.

Any notice or communication hereunder shall be deemed to have been given or made as of the date so delivered if personally delivered; when receipt is acknowledged, if sent via facsimile; one business day following the day sent by overnight courier (with written confirmation of receipt); and three (3) calendar days after mailing if sent by registered or certified mail (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.  If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

4.2          Governing Law; Consent to Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York.  Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and state courts in the State of New York for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts.  Each of the parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by

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registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 4.1 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Sections 4.1 and 4.2 does not constitute good and sufficient service of process.  The provisions of this Section 4.2 shall not restrict the ability of any party to enforce in any court any judgment obtained in a federal or state court of the State of New York.

4.3          Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns.  Each Securityholder may assign its rights hereunder to any purchaser or transferee of Registrable Shares; provided, however, that (i) such securities shall remain Registrable Shares hereunder following such purchase or transfer, and (ii) such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement, whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in this Agreement as if such purchaser or transferee was originally included in the definition of Securityholder herein and had originally been a party hereto.

4.4          Duplicate Originals.  All parties may sign any number of copies of this Agreement.  Each signed copy shall be an original, but all of them together shall represent the same agreement.

4.5          Severability.  In case any provision in this Agreement shall be held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions shall not in any way be affected or impaired thereby.

4.6          No Waivers; Amendments.

(a)           No failure or delay on the part of the Company or any Securityholder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Securityholder at law or in equity or otherwise.

(b)           Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by (i) the Company, (ii) F Co. Parent, and (iii) the Sponsor Group; provided, however, that no such amendment or waiver which adversely affects either Evercore or BACI disproportionately to any other Sponsor shall be permitted without the written consent of Evercore or BACI, as applicable.

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement on the day and year first above written.

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