Proposed Settlement Agreement

PARTIES:

THE COURT


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IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA
LINDA BERINGER, individually and on behalf of all others similarly situated,
)) )
Plaintiff
vs.

CERTEGY CHECK SERVICES, INC.
)))) No. 8:07-cv-01657-SDM-MSS
) )) ) )))) Defendant
DANA M. LOCKWOOD, on behalf of herself and all others similarly situated, Plaintiff, No. 8:07-cv-01434-SDM-TGW
) vs. )
)))

CERTEGY CHECK SERVICES, INC. Defendant.
) SETTLEMENT AGREEMENT
This Settlement Agreement, dated as of January 9,2008 (the "Settlement Agreement"), is made and entered into by and among the following Settling Parties (as defined below): (i) Linda Beringer and Dana M. Lockwood ("Representative Plaintiffs"), individually and on behalf of the Settlement Class (as defined below), by and through Ben Barnow, Barnow and Associates, P.C.; Lance A. Harke, Harke & Clasby LLP; and Ralph K. Phalen, Ralph K. Phalen, Attorney at Law (collectively, "Co-Lead Settlement Class Counsel"); and (ii) Certegy Check Services, Inc. ("Certegy Check") and its ultimate parent Fidelity National Information Services, Inc. ("FIS")
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-for the benefit of themselves and all of their Related Entities (as defined herein) (together, "Certegy"), and by and through Certegy's counsel of record, Mark S. Melodia and Paul Bond, Reed Smith LLP. The Settlement Agreement is intended by the Settling Parties (as defined below) to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined below) upon and subject to the terms and conditions hereof. I. THE LITIGATION On July 3, 2007 and July 25, 2007, Certegy publicly announced that a database administrator that worked for Certegy, now known to be William G. Sullivan, stole consumer records and sold them to a third party for marketing purposes; the number of consumer records stolen and subsequently disseminated numbered in the millions (hereinafter, "Stolen Records"). Sullivan was terminated upon discovery of the theft. The Stolen Records consisted of identifying information and, in some cases, checking account numbers, credit/debit card numbers and/or dates of birth. Sullivan drew this information from multiple databases maintained by Certegy ("Databases"). No social security numbers or driver's license numbers were included in the Stolen Records. Subsequently, a number of lawsuits (collectively referred to as the "Class Actions") were filed in federal court asserting claims against Certegy in relation to the Stolen Records.'
Pursuant to the terms set out below, this Settlement Agreement resolves all Claims, actions and proceedings that are asserted, or could be asserted, against Certegy arising out of or related to the Stolen Records by or on behalf of consumers in the United States whose
! Lockwood v. Certegy Check Services, Inc., Case No. 07-CV-01434 (M.D. Fla.); McCall v. Certegy Check Services Inc., Case No. 4:07-0578-CV-W-FJG (W.D. Mo.); Beringer v. Certegy, Inc., Case No. 07-CV-587 (M.D. Fla.); Borreson v. Sullivan, et al., Case No. CV-07-05309 (C.D. Ca1.); Jaramillo v. Certegy Check Services, Inc., Case No. 07-CV-5018 (N.D. Il1.); Sellers v. Certegy Check Services, Inc., Case No. 07-CV-OI020 (M.D. Fla.).
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information was included in the Stolen Records, including the pending Class Actions and any other such actions by or on behalf of members of the Settlement Class that originate, or may originate, in the United States (collectively, "the Litigation"), but excluding the rights of Class Members who opt out of the Settlement. II. CLAIMS OF THE REPRESENTATIVE PLAINTIFFS AND BENEFITS OF THE SETTLEMENT The Representative Plaintiffs believe that the Claims asserted in the Litigation have merit. Representative Plaintiffs, Co-Lead Settlement Class Counsel, Plaintiffs' Executive Committee, and the other Plaintiffs' Counsel, however, recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Litigation against Certegy, through motion practice, trial, and potential appeals. Co-Lead Settlement Class Counsel and the other Plaintiffs' Counsel also have taken into account the uncertain outcome and the risk of further litigation, as well as the difficulties and delays inherent in such litigation. Co-Lead Settlement Class Counsel and the other Plaintiffs' Counsel are also mindful of the inherent problems of proof and possible defenses to the claims asserted in the Litigation. Co-Lead Settlement Class Counsel and the other Plaintiffs' Counsel believe that the settlement set forth in this Settlement Agreement confers substantial benefits upon the Settlement Class (as defined below). Representative Plaintiffs, Co-Lead Settlement Class Counsel, and the other Plaintiffs' Counsel have determined that the settlement set forth in this Settlement Agreement is fair, reasonable, and adequate, and in the best interests of the Settlement Class. III. DENIAL OF WRONGDOING AND LIABILITY Certegy denies each and every claim and contention alleged against it in the Litigation and all charges of wrongdoing or liability alleged against it. Nonetheless, Certegy and its counsel have concluded that further continuation of the Litigation would be protracted and
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expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Settlement Agreement. Certegy has also taken into account the uncertainty and risks inherent in any litigation, including in class action cases such as this Litigation. Certegy has, therefore, determined that it is desirable that the Litigation be settled in the manner and upon the terms and conditions set forth in this Settlement Agreement. IV. TERMS OF SETTLEMENT NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among the Representative Plaintiffs, individually and on behalf of the Settlement Class, by and through Co-Lead Settlement Class Counsel, and Certegy that, subject to the approval of the Court, the Litigation and the Released Claims shall be finally and fully compromised, settled, and released, and the Litigation shall be dismissed with prejudice as to all Settling Parties, upon and subject to the terms and conditions of this Settlement Agreement, as follows.

Definitions
1.1 "Bank Consumer Members" means those Settlement Class Members to whom Certegy mailed notice that their checking or other demand deposit account numbers, or checking or other demand deposit account information, was included in the Stolen Records. 1.2 "Bank Monitoring" means the protective monitoring by Certegy Check of transactions associated with the checking or other demand deposit accounts of Bank Consumer Members for possible fraud as more fully described in Exhibit C attached hereto.
-4•1.3 "Claims" means all known claims and Unknown Claims, actions, allegations, demands, rights, liabilities, and causes of action of every nature and description whatsoever, whether contingent or non-contingent, and whether at law or equity. 1.4 "Claims Administration" means the processing of claims received from Settlement Class Members, with review by Co-Lead Settlement Class Counsel. "Costs of Claims Administration" means the expense of, and all actual costs associated with, the Claims Administrator that arise from Claims Administration. 1.5 "Claims Administrator" means Rust Consulting, Inc. or Epiq Systems Class Action & Claims Solutions. 1.6 "Co-Lead Settlement Class Counsel" means Ben Barnow, Bamow and Associates, P.e.; Lance A. Harke, Harke & Clasby LLP; and Ralph K. Phalen, Law Office of Ralph K. Phalen, Attorney at Law. 1.7 "Credit Card Consumer Members" means those Settlement Class Members to whom Certegy mailed notice that their credit or debit card numbers, or credit or debit card account information, was included in the Stolen Records. 1.8 "Credit Monitoring" means (i) for Credit Card Consumer Members residing in the United States, the Experian "Triple AlertSM" service, which includes $10,000 in identity theft insurance provided by a designated third-party insurer; and (ii) for Credit Card Consumer Members residing in New York, where such identity theft insurance is not currently available from Experian, the Triple AlertSM" service without such insurance coverage. 1.9 "Effective Date" means the first date by which all of the events and conditions specified in ~ 9.1 hereof have occurred and have been met.
-5•1.10 "Final" means the occurrence of all of the following events: (i) the settlement pursuant to this Settlement Agreement is approved by this court ("Court"); (ii) the Court has entered a Judgment (as that term is defined herein); (iii) the time to appeal or seek permission to appeal from the Judgment has expired or, if appealed, the appeal has been dismissed in its entirety, or the Judgment has been affirmed in its entirety by the court of last resort to which such appeal may be taken, and such dismissal or affirmance has become no longer subject to further appeal or review. 1.11 "Judgment" means a judgment rendered by the Court (i) in the form attached hereto as Exhibit B, or (ii) a judgment (a) substantially similar to such form in both terms and cost, and (b) which is agreeable to each Settling Party in its sole discretion. 1.12 "Named Plaintiff' means each Person (as defined in ~ 1.15 herein) who is named as a plaintiff in any case in the Litigation and who, with the agreement 'of Co-Lead Settlement Class Counsel and Defendant's counsel, subsequently joins in this settlement by affirming in a writing (which will be filed with the Court by the Settling Parties) that he or she, or his or her counsel, approve and join in this settlement. 1.13 "Notice Administrator" means Hilsoft Notifications, Souderton, Pennsylvania, with duties of developing with the parties the Notices, Notice Plans, and then overseeing all implementation of Notice, including publishing Notice. 1.14 "Opt-Out Date" means the date by which members of the Settlement Class must mail their requests to be excluded from the Settlement Class in order for that request to be effective. The postmark date shall be the mailing date. 1.15 "Person" means an individual, corporation, partnership, limited partnership, limited liability company or partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or
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agency thereof, and any business or legal entity, and their respective spouses, heirs, predecessors, successors, representatives, or assignees. 1.16 "Plaintiffs' Executive Committee" means Co-Lead Settlement Class Counsel and Mitch Burgess, Burgess and Lamb P.C., Larry D. Drury, Larry D. Drury, Ltd.; Daniel e. Girard, Girard Gibbs LLP; and Justin Witkin, Aylstock, Witkin & Sasser, P.L.e. 1.17 "Plaintiffs' Counsel" means Co-Lead Settlement Class Counsel, Plaintiffs' Executive Committee counsel, and Burton H. Finkelstein, Finkelstein Thompson LLP; Patrick E. Geraghty, Geraghty, Dougherty & Edwards, P.A.; David Spencer, McGonagle Spencer P.C.; John S. Steward, Burstein Law Firm, P.C.; James W. Prevatt, Jr.; Richard L. Coffman, the Coffman Law Firm; John R. Wylie, Charles R. Watkins, and Ronald L. Futterman, Futterman Howard Watkins Wylie & Ashley, Chtd.; and such other plaintiffs counsel as agreed to by Co-Lead Settlement Class Counsel and Defendant's counsel subsequent thereto. 1.18 "Related Entities" means any past or present director, officer, employee, agent, customer, client, attorney, predecessor, successor, parent, subsidiary, division and any affiliated entity ofCertegy, but excluding William G. Sullivan. 1.19 "Released Claims" shall collectively mean any and all Claims (including, without limitation, any causes of action under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., Gramm-Leach-Bliley Act 15 U.S.C. § 6801 et seq., the California Business & Professional Code § 17200 et seq., California Civil Code § 1798.80-84 et seq., California Civil Code § 1798.53, and any similar statutes in effect in any other states in the United States as defined herein; negligence; negligence per se; breach of contract; breach of fiduciary duty; breach of confidence; invasion of privacy; misrepresentation (whether fraudulent, negligent or innocent); unjust enrichment; and bailment), and including, but not
limited to, any and all claims for damages, injunctive relief, disgorgement, declaratory relief, equitable relief, attorneys' fees and expenses, pre-judgment interest, credit monitoring services, the creation of a fund for future damages, statutory damages, punitive damages, special damages, exemplary damages, restitution, the appointment of a receiver, and any other form of relief, that either have been asserted or could have been asserted by any Settlement Class Member against Certegy based on, relating to, concerning or arising out of the Stolen Records or the allegations, facts, or circumstances described in the Litigation. Released Claims shall not include the right of any Settlement Class Member or Certegy to enforce the terms of the settlement contained in this Settlement Agreement. 1.20 "Settlement Class" means all persons whose credit card, debit card, checking or demand deposit account numbers or information was included in the Databases, including Bank Consumer Members and Credit Card Consumer Members. Excluded from the definition of the Settlement Class are (i) Certegy and its officers and directors; (ii) the Court presiding over any motion to approve this Settlement Agreement; (iii) any Person or entity named as a defendant in any of the pending lawsuits in the concerned Litigation; (iv) those Persons who timely and validly request exclusion from the Settlement Class; and (v) any person or entity whose information was included in the Stolen Records, but was intentionally falsified. 1.21 "Settlement Class Member(s)" means a Person(s) who falls within the definition of the Settlement Class. 1.22 "Settling Parties" means, collectively, Certegy, and the Representative Plaintiffs, individually and on behalf of the Settlement Class. 1.23 "Unknown Claims" means any of the Released Claims that any Settlement
Class Member, including any Representative Plaintiff, does not know or suspect to exist in -8•
his favor at the time of the release of Certegy which, if known by him or her, might have affected his or her settlement with and release of Certegy, or might have affected his or her decision not to object to and/or to participate in this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs expressly shall have, and each of the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, waived the provisions, rights, and benefits conferred by California Civil Code § 1542, and also any and all provisions, rights, and benefits conferred by any law of any state, province or territory of the United States, or principle of common law which is similar, comparable, or equivalent to California Civil Code §1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
The Settlement Class Members, including the Representative Plaintiffs, and any of them, may hereafter discover facts in addition to or different from those that they, and any of them, now know or believe to be true with respect to the subject matter of the Released Claims, but the Representative Plaintiffs expressly shall have, and each other Settlement Class Member shall be deemed to have, and by operation of the Judgment shall have, upon the Effective Date, fully, finally, and forever settled and released any and all Released Claims. The Settling Parties acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver is a material element of the settlement of which this release is a part. Notwithstanding the foregoing, the Settling Parties acknowledge and incorporate, as if fully set forth herein, the last sentence of ,-r 1.19 above. 1.24 "United States" as used in this Settlement Agreement includes the District of Columbia and Puerto Rico.

The Settlement2.1
(a)
Monitoring Component. Certegy shall make available free of charge (i) to Credit Card Consumer Members, 1 year of Credit Monitoring as described above, from the date of subscription, in accordance with the Settlement Agreement, and (ii) to Bank Consumer Members, 2 years, from the date of subscription, of Bank Monitoring to be maintained and administered by Certegy Check or such other Related Entity as it may designate or establish. Bank and Credit Card Consumer Members shall have 90 days following the Claims Administrator's mailing of written notice of the settlement benefit provided in this subparagraph 2.l(a) in a form and format mutually agreed upon by the Settling Parties, to either subscribe for the Credit Monitoring and/or Bank Monitoring, as applicable. (b) Identity Theft Reimbursement. (i)
Certegy shall reimburse each Settlement Class Member for any actual and unreimbursed out-of-pocket loss (other than the expenditure of time) (e.g., bank overdraft charges) that: (a) results from identity theft caused by the Stolen Records; (b) results from charges that were not initiated with the Settlement Class Member's authorization; and (c) occurred during the time period from August 24, 1998 through and including December 31, 2010. All such claims must be made no later than the earlier of 90 days following the Settlement Class Members' first knowledge of the identity theft or March 31, 2011. (ii)
Settlement Class Members seeking reimbursement of a loss described in subpart 2.1(b)(i) must submit a written claim under penalty of perjury to Certegy in a form and format to be mutually agreed upon by the Settling Parties, together with proof of the loss.
Certegy shall pay such claims on a first-in basis, the date of first-in being the date Certegy
receives all required documentation. (iii) Settlement Class Members who are reimbursed for a loss described in subpart 2.l(b)(i) shall also be entitled to receive 1 additional year of Credit Monitoring as described in subsection 1.8 upon submission of a request made within 30 days of acceptance of the payment of the identity theft claim, said payment to advise the Settlement Class Member of their right to the additional one year of Credit Monitoring. (iv)
No Settlement Class Member may recover more than $20,000.00 in total from Certegy for any loss described in subpart 2.1(b)(i). A Credit Card Consumer Member who was offered and accepted Credit Monitoring with credit insurance pursuant to this Settlement may not recover anything from Certegy for alleged identity theft prior to exhausting that insurance. A Credit Card Consumer Member who was offered and declined Credit Monitoring and credit insurance may recover no more than $10,000.00 from Certegy. Certegy's total liability pursuant to this subparagraph 2.1(b) is limited, in the aggregate, to $4 million. (c)
Expense Reimbursement. Credit Card Consumer Members and Bank Consumer Members shall also be entitled to recover, in addition to all of the other relief contained herein, re-imbursement of the following out-of-pocket expenses as applicable: (i) paper check printing costs up to $40 per claim necessitated by the opening of a new checking account, and (ii) the cost of credit monitoring actually incurred and incurred because of the Stolen Records, up to the first cancellation opportunity of said credit monitoring after the availability of the Credit Monitoring offered hereunder, but in no event more than $15.00 per month, subject to reasonable documentation, and up to a total maximum of $180.00 per any such applying member. Credit Card Consumer Members and Bank Consumer Members seeking Expense Reimbursement must submit a written claim to Certegy, in a form and format to be
mutually agreed upon by the Settling Parties, together with proof of such expenses, within 90 days after the Effective Date. Certegy shall provide for an appropriate number of persons to be available at a toll free number during normal business hours to handle inquiries for 120 days following the Claims Administrator's mailing of written notice of the settlement benefit. Payments made by Certegy pursuant to this subparagraph 2.1(c) are limited in the aggregate to $1 million. Claims to be paid by Certegy under this subparagraph 2.l(c) shall be paid on a first•in basis, the date of first-in being determined by the receipt of all required documentation for the claim. (d) Dispute Resolution. Following the submission of any claim under subparagraphs 2.l(b) and/or 2.1(c), Certegy shall have 30 days to either accept the claim, reject the claim, or identify in writing to the Settlement Class Member, with copies to Co-Lead Settlement Class Counsel, such consents and additional information ("Claim Supplementation") as Certegy may reasonably request. If Certegy requests such Claim Supplementation, it shall be provided to Certegy by the Settlement Class Member within 45 days of the request. In the event circumstances interfere with a Settlement Class Member's ability to comply with the 45 day period, the Settlement Class Member may request and, for good cause shown (e.g., illness, out of the country, mail failure, lack of cooperation of third parties), shall be given a reasonable extension during which to comply. Certegy shall have 30 days from receipt of the Claim Supplementation to accept or reject the claim. In the event that Certegy denies a claim the Settlement Class Member may: (i) accept the decision; or (ii) dispute the decision by submitting a claim to JAMS/Endispute for resolution within 45 days of the denial. Certegy shall supply the Settlement Class Member with the information necessary to make the submission to JAMS/Endispute. In the event circumstances interfere with the Settlement Class Member's
.ability to comply within the 45 day submission period, the Settlement Class Member may
request a reasonable extension of that period from JAMS/Endispute which shall be granted if
good cause is shown (e.g., illness, out of the country, mail failure, lack of cooperation of third
parties). JAMS/Endispute shall notify Certegy of the submission of any claim for dispute
resolution and Certegy shall have 30 days from the date of such notice to provide its reasons for
rejection of the claim. JAMS/Endispute shall resolve the dispute in accordance with its Policy on
Consumer Arbitrations Pursuant to Pre-Dispute Clauses -Minimum Standards of Procedural
Fairness, attached hereto as Exhibit D. The decision of JAMS/Endispute shall be final. All fees
and expenses of JAMS/Endispute shall be the sole obligation of and paid for by Certegy. Any
legal fees or expenses incurred during the dispute resolution process shall be borne by the party . incurring them. 2.2 The Representative Plaintiffs and Plaintiffs' Counsel are satisfied that security practices have been adequately supplemented in response to the theft of the Stolen Records. These include: a recirculation of Security Awareness policies; a recertification of background checks performed on database administrators; creation of a dedicated security initiatives team dedicated to improving data security measures on an ongoing basis; and annual SAS-70 audits, or their equivalent, where appropriate. Plaintiffs Counsel reviewed evidence and conducted interviews to confirm these changes prior to execution of this Agreement. 2.3 All costs associated with notice to the Settlement Class and Claims Administration as required herein shall be paid by Certegy. 2.4 The Settling Parties agree, for purposes of this settlement only, to the certification of the Settlement Class. If the settlement set forth in this Settlement Agreement is not approved by the Court, or if the settlement is terminated or cancelled pursuant to the terms of this Settlement Agreement, then this Settlement Agreement, and the certification of the Settlement Class provided for herein, will be vacated and the Litigation shall proceed as though
the Settlement Class had never been certified, without prejudice to any party's position on the issue of class certification or any other issue. The Settling Parties' agreement to the certification of the Settlement Class is also without prejudice to any position asserted by the Settling Parties in any other proceeding, case or action, as to which all of their rights are specifically preserved.

Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing3.1 As soon as practicable after the execution of the Settlement Agreement, Co-Lead Settlement Class Counsel and counsel for Certegy shall jointly submit this Settlement Agreement to the Court, and Co-Lead Settlement Class Counsel shall file 'a motion for preliminary approval of the settlement with the Court and apply for entry of an order (the "Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing"), in the form attached hereto as Exhibit A, or an order substantially similar to such form in both terms and cost, requesting, inter alia, (a)
certification of the Settlement Class for settlement purposes only pursuant to ~ 2.4; (b) preliminary approval of the settlement as set forth herein; (c)
approval of the publication of a customary form of summary/postcard notice (the "Summary Notice") in a form and format mutually agreed upon by the Settling Parties (in a manner certified by the Notice Administrator to reach an appropriate percentage of the putative class, targeted to adults over 18 in the United States), and a customary long form of notice ("Notice") in a form and format mutually agreed upon by the Settling Parties, to be circulated mainly by a dedicated toll-free number and a parallel website. The Summary Notice and the Notice together shall include a fair summary of the parties' respective litigation positions, the general terms of the settlement set forth in the Settlement Agreement, instructions
for how to object to or opt-out of the settlement, the process and instructions for making claims to the extent contemplated herein, and the date, time, and place of the
Final Fairness Hearing; (d)
appointment of Hilsoft Notifications as Notice Administrator; (e)
approval of the Summary Notice, Notice and claim form. 3.2
Certegy shall pay for and shall assume the administrative responsibility of providing notice to the Settlement Class in accordance with the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, and the costs of such notice, together with the Costs of Claims Administration, shall be paid by Certegy. For those Bank and Credit Card Consumer Members who Certegy has a current mailing address, notice shall be provided via first-class direct mail (postcard). The notice program otherwise (including notice to those Settlement Class Members referenced in the last sentence of ~ 1.19 above) shall be by publication as designated by the Notice Administrator and approved by the Court. The Claims Administrator and/or the Notice Administrator shall establish a settlement website and shall maintain and update the content of the website throughout the claim period, with access to the Summary Notice, Notice, and claim form approved by the Court, as well as this Settlement Agreement. The Claims Administrator also will provide copies of the forms of Summary Notice, Notice, and claim form approved by the Court, as well as this Settlement Agreement, upon request. Prior to the Final Fairness Hearing, Co-Lead Settlement Class Counsel and Certegy shall cause to be filed with the Court an appropriate affidavit or declaration with respect to complying with this provision of notice. 3.3
Co-Lead Settlement Class Counsel and Certegy shall request that after notice is given, the Court hold a hearing (the "Final Fairness Hearing") and grant final approval of the settlement set forth herein. 3.4 Co-Lead Settlement Class Counsel and Certegy further agree that the proposed Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing shall provide, subject to Court approval, that, pending the final determination of the fairness, reasonableness, and adequacy of the settlement set forth in the Settlement Agreement, no Settlement Class Member, either directly, representatively, or in any other capacity, shall institute, commence, or prosecute, against Certegy, any of the Released Claims in any action or proceeding in any court or tribunal.

Opt-Out Procedures4.1 Each Person wishing to opt out of the Settlement Class shall individually sign and timely submit written notice of such intent to the designated Post Office box established for said purpose. The written notice must clearly manifest an intent to be excluded from the Settlement Class. To be effective, written notice must be postmarked at least 21 days prior to the date as set by the Court in the Notice for the Final Fairness Hearing. 4.2 All Persons who submit valid and timely notices of their intent to be excluded from the Settlement Class, as set forth in ~ 4.1 above, referred to herein as "Opt-Outs," shall not receive any benefits or be bound by the terms of this Settlement Agreement. All Persons falling within the definition of the Settlement Class who do not request to be excluded from the Settlement Class in the manner set forth in ~ 4.1 above, except as otherwise ordered by the Court, shall be bound by the terms of this Settlement Agreement and Judgment entered thereon.

Objection Procedures5.1
Each Settlement Class Member wishing to object to the settlement shall submit a timely written notice of his objection. Such notice shall state (i) the objector's full name, address, telephone number and e-mail address, (ii) information identifying the objector as a Settlement Class Member, such as (a) proof (e.g., a letter from Certegy or the objector's bank,
credit card company, or other financial institution) that their personal financial information may have been compromised, or (b) an affidavit setting forth, in as much detail as the objector can reasonably provide, (1) the fact of receiving a letter from Certegy, or their bank, credit card company, or other financial institution, indicating that their personal financial information may have been compromised, and the approximate date of said receipt, and (2) documentation supporting the objector's allegation of damage, if the objector is making such an allegation., (iii) a written statement of all grounds for the objection accompanied by any legal support for the objection, (iv) copies of any papers, briefs or other documents upon which the objection is based, (v) the identity of all counsel representing the objector, (vi) the identity of all counsel representing the objector who will appear at the Fairness Hearing, (vii) a list of all persons who will be called to testify at the Fairness Hearing in support of the objection, (viii) a statement confirming whether the objector intends to testify at the Fairness Hearing, (ix) a list of other class action cases in which the objector or objector's counsel have appeared as settlement objectors or as counsel for settlement objectors in the preceding five (5) years, and (x) the objector's signature or the signature of the objector's duly authorized attorney or other duly authorized representative (along with documentation setting forth such documentation). To be timely, written notice of an objection in appropriate form must be filed with the Clerk of the United States District Court for the Middle District of Florida, Sam M. Gibbons U.S. Courthouse, 801 North Florida Ave., Tampa, Florida, 33602, 21 days prior to the date set in the Notice for the Final Fairness Hearing, and served therewith upon both of the following: Co-Lead Settlement Class Counsel, Ben Barnow, Barnow and Associates, P.e., One North LaSalle Street, Suite 4600, Chicago, IL 60602, and counsel for Certegy, Mark S. Melodia, Reed Smith LLP, Princeton Forest Village, 136 Main Street, Suite 250, Princeton, NJ 08540.

Releases6.1 Upon the Effective Date, each Settlement Class Member, including Representative Plaintiffs, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Claims. 6.2
Upon the Effective Date, Certegy shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged, Representative Plaintiffs, each and all of the Settlement Class Members, Co-Lead Settlement Class Counsel, and all other Plaintiffs' Counsel who have consented to and joined in the settlement, from all Claims, including Released Claims and Unknown Claims, based upon or arising out of the institution, prosecution, assertion, settlement or resolution of the Litigation, except for enforcement of the Settlement Agreement as to such matters as pertain to each of them.

Plaintiffs' Counsel's Attorneys' Fees, Costs, and Expenses, and Incentive Awards7.1 The Settling Parties did not discuss attorneys' fees, costs, and expenses, and incentive awards, as provided for in ~~ 7.2 and 7.3, until after the substantive terms of the settlement had been agreed upon, other than that Certegy would pay reasonable attorneys' fees, costs, and expenses, and incentive awards as may be agreed to by Certegy and Co-Lead Settlement Class Counsel, as approved by the Court. The Settling Parties agreed to all terms of this Settlement Agreement save for this section on December 20, 2007, contingent on reaching an agreement on the terms of this section and obtaining Court approval for that agreement. The Settling Parties then negotiated and agreed as set forth in subparagraph 7.2. 7.2
As of the date of this Agreement, the Settling Parties have not reached
agreement on an amount to be paid in attorneys' fees, costs, and expenses. In the event that the
Settling Parties cannot agree on attorney's fees, costs, and expenses prior to the Final Fairness Hearing, the amount of attorneys' fees, costs, and expenses shall be determined by Judge Steven Merryday, or such other judge sitting in his stead or mediator or arbitrator, as agreed to by the Settling Parties. The decision will be made based on the papers submitted. The Settling Parties waive any right to appeal from that decision. Co-Lead Settlement Class Counsel, in their sole discretion, to be exercised reasonably, shall allocate and distribute the amount of attorneys' fees, costs, and expenses awarded by the Court amongst Plaintiffs' Counsel. The attorneys' fees, costs, and expenses provided for under this Section shall be paid in lieu of any applicable fee•shifting statute. 7.3 Certegy has agreed to pay, subject to Court approval, incentive awards to the Representative Plaintiffs and other Named Plaintiffs in the following amounts: (a) $500.00 to each Representative Plaintiff; and (b) $250.00 to each of the other Named Plaintiffs. 7.4 Within 10 days of the Effective Date, Certegy shall pay the attorneys' fees, costs, and expenses, and incentive awards, as set forth above in ~~ 7.2 and 7.3, to an account established and/or directed by Co-Lead Settlement Class Counsel. Co-Lead Settlement Class Counsel shall thereafter distribute the award of attorneys' fees, costs, and expenses, and incentive awards, consistent with ~~ 7.2 and 7.3. 7.5 The amount(s) of any award of attorneys' fees, costs, and expenses, and incentive awards is intended to be considered by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy of the settlement.

Administration of Claims8.1
The Claims Administrator shall administer and calculate the claims submitted by Settlement Class Members under ~ 2.1, except as provided otherwise therein. Co-Lead Settlement Class Counsel shall be given reports as to both claims and distribution, and have the
right to review and obtain supporting documentation and challenge such reports if they believe them to be inaccurate or inadequate. 8.2
Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit a claim form for any benefits hereunder within the time frames set forth herein, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments or benefits pursuant to the settlement set forth herein, but will in all other respects be subject to and bound by the provisions of the Settlement Agreement, the releases contained herein, and the Judgment. 8.3 No Person shall have any claim against Certegy, Certegy's counsel, Co-Lead Settlement Class Counsel, Plaintiffs' Executive Committee, or Plaintiffs' Counsel based on distributions of benefits made substantially in accordance with the Settlement Agreement and the settlement contained herein, or further order(s) of the Court. 8.4 All payments and distributions hereunder, unless expressly provided otherwise or for an identity theft claim pursuant to subparagraphs 2.1(a) and 2.1(b) of this Agreement, shall be made within 90 days of the deadline for filing claims, or 90 days of the Effective Date, whichever is later.

Conditions of Settlement, Effect of Disapproval, Cancellation or Termination9.1 The Effective Date of the settlement shall be conditioned on the occurrence of all of the following events: (a)
the Court has entered the Order of Preliminary Approval and Publishing of Notice of a Final Fairness Hearing, as required by ~ 3.1, hereof; (b)
the Court has entered the Judgment granting final approval of the settlement as set forth herein; and (c) the Judgment has become Final, as defined in 'il1.10, hereof. 9.2
If all of the conditions specified in 'iI 9.1 hereof are not satisfied, then the Settlement Agreement shall be canceled and terminated subject to 'iI 9.3 hereof, unless Co-Lead Settlement Class Counsel and counsel for Certegy mutually agree in writing to proceed with the Settlement Agreement. 9.3 In the event that the Settlement Agreement is not approved by the Court or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, (a) the Settling Parties shall be restored to their respective positions in the Litigation, and shall jointly request that all scheduled litigation deadlines shall be reasonably extended by the Court so as to avoid prejudice to any Settling Party or litigant, which extension shall be subject to the decision of the Court, and (b) the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated, nunc pro tunc. Notwithstanding any statement in this Settlement Agreement to the contrary, no order of the Court or modification or reversal on appeal of any order reducing the amount of attorneys' fees, costs, and expenses awarded to Co-Lead Settlement Class Counsel shall constitute grounds for cancellation or termination of the Settlement Agreement.

Miscellaneous Provisions10.1 The Settling Parties: (a) acknowledge that it is their intent to consummate this agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement, and any applicable requirements under the Class Action Fairness Act of 2005, and to exercise their best efforts to accomplish the terms and conditions of this Settlement Agreement. Defendants shall be
responsible for effectuating the required notice to the Attorneys General and shall advise Co•Lead Settlement Class Counsel of same. 10.2 The Settling Parties intend this settlement to be a final and complete resolution of all disputes between them with respect to the Litigation. The settlement compromises claims that are contested and shall not be deemed an admission by any Settling Party as to the merits of any claim or defense. The Settling Parties each agree that the settlement was negotiated in good faith by the Settling Parties, and reflects a settlement that was reached voluntarily after consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Litigation was brought or defended in bad faith or without a reasonable basis. 10.3 Neither the Settlement Agreement, nor the settlement contained herein, nor any act performed or document executed pursuant to or in furtherance of the Settlement Agreement or the settlement: (a) is or may be deemed to be, or may be used as an admission of, or evidence of, the validity or lack thereof of any Released Claim, or of any wrongdoing or liability of any of Certegy; or (b) is or may be deemed to be, or may be used as an admission of, or evidence of, any fault or omission of any of Certegy, in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. Certegy may file the Settlement Agreement and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other theory of claim preclusion, issue preclusion or similar defense or counterclaim.
lOA The Settlement Agreement may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest. 10.5 This Settlement Agreement, together with the Exhibits attached hereto, constitutes the entire agreement among the parties hereto and no representations, warranties, or inducements have been made to any party concerning the Settlement Agreement other than the representations, warranties, and covenants contained and memorialized in such document. Except as otherwise provided herein, each party shall bear its own costs. 10.6 Co-Lead Settlement Class Counsel, on behalf of the Settlement Class, are expressly authorized by the Representative Plaintiffs to take all appropriate actions required or permitted to be taken by the Settlement Class pursuant to the Settlement Agreement to effectuate its terms, and also are expressly authorized to enter into any modifications or amendments to the Settlement Agreement on behalf of the Settlement Class which they deem appropriate. 10.7 Each counselor other Person executing the Settlement Agreement on behalf of any party hereto hereby warrants that such Person has the full authority to do so. 10.8 The Settlement Agreement may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. A complete set of original executed counterparts shall be filed with the Court. 10.9 The Settlement Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties hereto. 10.10 The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of the Settlement Agreement, and all parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in the Settlement Agreement. 10.11 This Settlement Agreement shall be considered to have been negotiated, executed and delivered, and to be wholly performed, in the State of Florida, and the rights and obligations of the parties to the Settlement Agreement shall be construed and enforced in
accordance with, and governed by, the internal, substantive laws of the State of Florida without giving effect to that State's choice of law principles. 10.12 As used herein, "he" means "he, she, or it;" "his" means "his, hers, or its," and "him" means "him, her, or it." 10.13 All dollar amounts are in United States dollars, unless otherwise expressly
stated. 10.14 All agreements made and orders entered during the course of the Litigation relating to the confidentiality of information shall survive this Settlement Agreement. IN WITNESS WHEREOF, the parties hereto have caused the Settlement Agreement to be executed, by their duly authorized attorneys.
Counsellor Certegy Co-Lead Settlement Class Counsel
Mark S. Melodia Paul Bond Reed Smith, LLP Princeton Forest Village 136 Main Street, Suite 250 Princeton, NJ 08540
(609) 520-6015 Ben Barnow Barnow and Associates, P.C. t North LaSalle, Suite 4600 Chicago, IL 60602 (312) 621-2000
Lance A. Harke Harke & Clasby LLP 155 South Miami Ave., Suite 600 Miami, Florida 33130
(305) 536-8220
Ralph K. Phalen Ralph K. Phalen, Attorney at Law
-24•
accordance with, and governed by, the internal, substantive laws of the State of Florida without giving effecttothatState's choiceoflaw principles. 10.12 Asusedherein,"he"means"he,she,orit;""his" means"his,hers,orits," and "him"means "him,her,or it." 10.13 All dollar amounts are in United States dollars, unless otherwise expressly
stated. 10.14 All agreements made and orders entered during the course of the Litigation relating totheconfidentialityof informationshallsurvivethisSettlement Agreement. IN WITNESS WHEREOF, the parties hereto have caused the Settlement Agreement to be executed, bytheirdulyauthorized attorneys.
Counsel/orCertegy Co-LeadSeulementClassCounsel M k S. Melodia Pa 1Bond Reed Smith, LLP Princeton Forest Village 136 Main Street, Suite250 Princeton, NJ 08540
(609) 520-6015
BenBamow Bamowand Associates, p.e. 1NorthLaSalle, Suite4600 Chicago, IL 60602
(312) 621-2000 Miami, Florida 33130
(305) 536-8220
RalphK. Phalen Ralph K. Phalen, Attorney at Law
accordance with, and governed by, the internal. substantive laws of the State of Florida without givingeffectto thatState'schoiceoflaw principles.
10.12 As used herein. "he" means "he, she, or it;" "his" means "his, hers, or its," and "him" means"him. her,or it."
10.13 All dollar amounts are in United States dollars, unless otherwise expressly
stated.
10.14 All agreements made and orders entered during the course of the Litigation relating tothe confidentialityofinformationshallsurvive this SettlementAgreement.
IN WITNESS WHEREOF. the parties hereto have caused the Settlement Agreement to beexecuted,bytheirdulyauthorized attorneys.
Counsel/orCertegy Co-LeadSettlementClassCounsel
M k S. Melodia Pa IBond .Reed Smith,LLP Princeton ForestVillage 136 Main Street, Suite 250 Princeton, NJ 08540
(609) 520·6015
BenBamow Barnow and Associates. P.C. t North LaSalle, Suite4600 Chicago,IL 60602
(312) 621·2000
Lance A. Harke Harke & Clasby LLP ISS SouthMiamiAve., Suite600 Miami, Florida33130
(305) 536.8220 ·24·
1000 Broadway. Suite400 KansasCity. MO 64105 (816)589-0753
-25•List of Exhibits Exhibit A: Order of Preliminary Approval and Publishing of Notice ofa Final Fairness Hearing Exhibit B: Final Judgment Exhibit C: Bank Monitoring Program Exhibit D: JAMS/Endispute Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses •
Minimum Standards of Procedural Fairness
-26 •

Exhibit A IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA LINDA BERINGER, individually and on behalf of all others similarly situated,
Plaintiff,
vs.
)))))) No. 8:07-cv-01657-SDM-MSS
) CERTEGY CHECK SERVICES, INC.
Defendant.
DANA M. LOCKWOOD, on behalf of herself and all others similarly situated,
))) ))))No. 8:07-cv-01434-SDM-TGW
Plaintiff, ) )
vs.
) ) CERTEGY CHECKSERVICES, INC. Defendant.
))) [PROPOSED] ORDER OF PRELIMINARY APPROVAL AND PUBLISHING OF NOTICE OF A FINAL FAIRNESS HEARING Before the Court is a motion and memorandum in support thereof by Linda Beringer and Dana M. Lockwood ("Representative Plaintiffs"), requesting that the Court enter an Order: (1) preliminarily approving, pursuant to Rule 23(e}, the settlement set forth in the Settlement Agreement and Exhibits thereto, which was filed with the Court on ,; (2) approving the proposed summary form of notice ("Summary Notice") and long form of notice ("Notice") to the Settlement Class; (3) appointing Hilsoft Notifications, Souderton, Pennsylvania, as the Notice Specialist; (4) appointing Epiq Systems Class Action & Claims Solutions as Claims Administrator; (5) certifying, pursuant to Federal Rule of Civil Procedure ("Rule") 23, the Settlement Class; (6) appointing Linda Beringer and Dana M. Lockwood as the
Representative Plaintiffs; (7) appointing Ben Barnow, Barnow and Associates, P.C.; Lance A.
Harke, Harke & Clasby LLP; and Ralph K. Phalen, Ralph K. Phalen, Attorney at Law, as Co-Lead Settlement Class Counsel; and (8) scheduling a hearing to consider final approval of the settlement and any related matters.
Having reviewed and considered the Settlement Agreement, the motion and memorandum in support for preliminary approval of the settlement, and having heard and considered the arguments of counsel, the Court makes the findings and grants the relief set forth below, preliminarily approving the settlement contained in the Settlement Agreement upon the terms and conditions set forth in this Order. Terms and phrases in this Order shall have the same meaning as defined in the Settlement Agreement. NOW, THEREFORE, IT IS HEREBY ORDERED:

Having made the findings set forth below, the Court hereby certifies a plaintiff class for settlement purposes only in accordance with the terms of the Settlement Agreement (the "Settlement Class"). The Settlement Class is defined as:

The Settlement Class is so numerous that joinder of all members is impracticable.

The Court finds, based on the terms of the settlement described in the Settlement Agreement, that:a.
There are questions of law and fact common to the Settlement Class. b.
The claims of Representative Plaintiffs are typical of the claims of members of the Settlement Class.
c. Representative Plaintiffs and Co-Lead Settlement Class Counsel will fairly and
adequately represent the interests of the Settlement Class. There are no conflicts of interest between Representative Plaintiffs and members of the Settlement Class. d.
Questions of law and fact common to Settlement Class Members predominate over any questions affecting only individual members of the Settlement Class. e.
Certification of the Settlement Class is superior to other methods for the fair and efficient adjudication of this controversy.

Accordingly, the Court hereby certifies the Settlement Class, for settlement purposes only, pursuant to Rule 23.

The Court preliminarily approves the settlement set forth in the Settlement Agreement as fair, reasonable, and adequate within the meaning of Rule 23 and the Class Action Fairness Act of 2005 ("CAFA"), subject to final consideration at the Final Fairness Hearing provided for below.

Ben Barnow, Barnow and Associates, P.c.; Lance A. Harke, Harke & Clasby LLP; and Ralph K. Phalen, Ralph K. Phalen, Attorney at Law, are appointed as co-lead counsel for the Settlement Class ("Co-Lead Settlement Class Counsel").

A hearing (the "Final Fairness Hearing") shall be held before this Court on

The Court approves as to form and content the Summary Notice and Notice.

The Court approves and appoints Hilsoft Notifications, Souderton, Pennsylvania as Notice Specialist and Epiq Systems Class Action & Claims Solutions as Claims Administrator, as set forth in the Settlement Agreement.

Certegy shall comply with the obligation to give notice under CAFA, 28 U.S.C. § 1715, in connection with the proposed settlement. No later than 10 calendar days before the Final Fairness Hearing, counsel for Certegy shall file with the Court one or more declarations stating that Certegy has complied with its notice obligations under 28 U.S.C. § 1715.

As soon as is possible, notice shall be issued consistent with the Notice Plan submitted in support of the motion for issuance of this Order, and the Claims Administrator shall establish a dedicated settlement website, and shall maintain and update the website throughout the Claim Period, which will provide access to the Summary Notice, Notice, and claim form approved by the Court, as well as the Settlement Agreement.

The Court finds that compliance with the Notice Plan is the best notice practicable under the circumstances, and constitutes due and sufficient notice of this Order to all persons entitled thereto and is in full compliance with the requirements of Rule 23, applicable law, and due process.

No later than 10 calendar days before the Final Fairness Hearing, Co-Lead Settlement Class Counsel and Certegy shall file with the Court one or more declarations stating that, in accordance with the terms of this Order, the Notice Plan was complied with.

Each Person wishing to opt out of the Settlement Class shall individually sign and timely submit a written notice of such intent to a designated Post Office Box established by the Claims Administrator, as set forth in the Notice. The written notice must clearly manifest an intent to be excluded from the Settlement Class. To be effective, written notice must be postmarked at least twenty-one (21) days prior to the date of the Final Fairness Hearing as set forth in the Notice,

Within 7 days after the deadline for Persons to request exclusion from the Settlement Class, Co-Lead Settlement Class Counsel shall furnish to counsel for Certegy a complete list of all timely and valid requests for exclusion (the "Opt-Out List").

All Persons falling within the definition of the Settlement Class who do not request to be excluded from the Settlement Class shall be bound by the terms of this Settlement Agreement, the Judgment entered thereon, and all Orders entered by the Court in connection with the settlement set forth in the Settlement Agreement. All Persons who submit valid and timely notices of their intent to be excluded from the Settlement Class shall neither receive any benefits nor be bound by the terms of the Settlement Agreement.

Settlement Class Members who qualify for and wish to submit a claim for any benefit under the settlement as to which a claim is required shall do so in accordance with the requirements and procedures of the Settlement Agreement. All Settlement Class Members who qualify for any benefit under the settlement as to which a claim is required but fail to submit a claim therefor in accordance with the requirements and procedures of the Settlement Agreement

Each Settlement Class Member wishing to object to the settlement shall submit a timely written notice of his objection. Such notice shall state: (i) the objector's full name, address, telephone number and e-mail address, (ii) information identifying the objector as a Settlement Class Member, such as (a) proof (e.g., a letter from Certegy or the objector's bank, credit card company, or otherfinancial institution) that their personal financial information may have been compromised, or (b) an affidavit setting forth, in as much detail as the objector can reasonably provide, (l) the fact of receiving a letter from Certegy, or their bank, credit card company, or other financial institution, indicating that their personal financial information may have been compromised, and the approximate date of said receipt, and (2) documentation supporting the objector's allegation of damage, if the objector is making such an allegation, (iii) a written statement of all grounds for the objection accompanied by any legal support for the objection, (iv) copies of any papers, briefs or other documents upon which the objection is based, (v) the identity of all counsel representing the objector, (vi) the identity of all counsel representing the objector who will appear at the Fairness Hearing, (vii) a list of all persons who will be called to testify at the Fairness Hearing in support of the objection, (viii) a statement confirming whether the objector intends to testify at the Fairness Hearing, (ix) a list of other class action cases in which the objector or objector's counsel have appeared as settlement objectors or as counsel for settlement objectors in the preceding five (5) years, and (x) the objector's signature or the signature of the objector's duly authorized attorney or other duly authorized representative (along with documentation setting forth such documentation). To be timely, written notice of an

All discovery and pretrial proceedings in this Litigation, other than confirmatory discovery provided for in the Settlement Agreement, are stayed and suspended until further order of this Court. The Court further orders that Certegy's time to answer or otherwise respond to the Complaints in all matters before this Court is extended without date.

Pending the final determination of the fairness, reasonableness, and adequacy of the settlement set forth in the Settlement Agreement, no Settlement Class Member, either directly, representatively, or in any other capacity, shall institute, commence, or prosecute any of the Released Claims in any action or proceeding in any court or tribunal.

Neither the Settlement Agreement nor the settlement contained therein, nor any act performed or document executed pursuant to or in furtherance of the Settlement Agreement or the settlement: (a) is or may be deemed to be, or may be used as an admission of, or evidence of, the validity or lack thereof of any Released Claim, or of any wrongdoing or liability of Certegy; or (b) is or may be deemed to be, or may be used as an admission of, or evidence of, any fault or omission of Certegy, in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal.

In the event the Court does not grant final approval of the Settlement Agreement or the settlement set forth in the Settlement Agreement is terminated in accordance with its terms, the Settling Parties shall be restored to their respective positions in the Litigation, except that all scheduled litigation deadlines shall be reasonably extended so as to avoid prejudice to any Settling Party or litigant. In such event, the terms and provisions of the Settlement Agreement shall have no further force and effect with respect to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Settlement Agreement shall be treated as vacated,
SO ORDERED. Honorable Steven D. Merryday
United States District Court Judge
Dated: , 2008 -----~--_. Exhibit B IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA
LINDA BERINGER, individually and on )
behalf of all others similarly situated, Plaintiff,
vs,
CERTEGY CHECK SERVICES, INC. Defendant.
DANA M. LOCKWOOD, on behalf of
))))))))) ) No. 8:07-cv-01657-SDM-MSS
herself and all others similarly )
situated,
Plaintiff,
vs.
CERTEGY CHECK SERVICES, INC. Defendant.
))))))))) No. 8:07-cv-01434-SDM-TGW [PROPOSED] JUDGMENT WHEREAS, Representative Plaintiffs Linda Beringer and Dana M. Lockwood, and the defendants, Certegy Check Services, Inc. ("Certegy Check") and its ultimate parent Fidelity National Information Services, Inc. ("FIS"), for the benefit of themselves and all of their Related Entities (together, "Certegy"), entered into a Settlement Agreement dated January 9, 2008 (the "Settlement Agreement"); WHEREAS, on , 2008, the Court entered an Order of Preliminary Approval Order and Publishing of Notice of a Final Fairness Hearing ("Preliminary Approval Order") that, among other things, (a) preliminarily certified, pursuant to Fed. R. Civ. P. 23, a class for the purposes of settlement only; (b) approved the form of notice to Settlement Class Members, and the method of dissemination thereof; (c) directed that appropriate notice of the settlement be given to the Settlement Class; and (d) set a hearing date for final approval of the settlement; WHEREAS, the notice to the Settlement Class ordered by the Court in its Preliminary Approval Order has been provided, as attested to in the declaration of ------" filed with the Court on WHEREAS, the governmental notice required by the Class Action Fairness Act, 28
U.S.C. § 1715, has been provided, as attested to in the declaration of , filed with the Court on ; and WHEREAS, on , a hearing was held on whether the settlement set forth in the Settlement Agreement was fair, reasonable, adequate, and in the best interests of the Settlement Class, such hearing date being a due and appropriate number of days after such notice to the Settlement Class and the requisite number of days after such governmental notice; NOW THEREFORE, having reviewed and considered the submissions presented with respect to the settlement set forth in the Settlement Agreement and the record in these proceedings, having heard and considered the evidence presented by the parties and the arguments of counsel, having determined that the settlement set forth in the Settlement Agreement is fair, reasonable, adequate, and in the best interests of the Settlement Class, and noting that, as set forth in Paragraph 7.4 of the Settlement Agreement, the application of Co•Lead Counsel Settlement Class Counsel for an award of fees, costs and expenses, and Representative Plaintiff and Named-Plaintiff awards is separate from the issue of whether final
approval should be given to settlement set forth in the Settlement Agreement, and good cause
appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED:

The Court incorporates by reference the definitions set forth in the Settlement
a. The term "Claims" has the following meaning:
All known claims and Unknown Claims, actions, allegations,
demands, rights, liabilities, and causes of action of every nature
and description whatsoever, whether contingent or non-contingent,
and whether at law or equity. b. The term "Released Claims" has the following meaning:
Any and all Claims (including, without limitation, any causes of
action under the Fair Credit Reporting Act, 15 U.S.c. § 1681 et
seq., Gramm-Leach-Bliley Act 15 U.S.C. § 6801 et seq., the
California Business & Professional Code § 17200 et seq.,
California Civil Code § 1798.80-84 et seq., California Civil Code
§ 1798.53, and any similar statutes in effect in any other states in
the United States as defined herein; negligence; negligence per se;
breach of contract; breach of fiduciary duty; breach of confidence;
invasion of privacy; misrepresentation (whether fraudulent,
negligent or innocent); unjust enrichment; and bailment), and
including, but not limited to, any and all claims for damages,
injunctive relief, disgorgement, declaratory relief, equitable relief,
attorneys' fees and expenses, pre-judgment interest, credit
monitoring services, the creation of a fund for future damages,
statutory damages, punitive damages, special damages, exemplary
damages, restitution, the appointment of a receiver, and any other
form of relief, that either have been asserted or could have been
asserted by any Settlement Class Member against Certegy based
on, relating to, concerning or arising out of the Stolen Records or
the allegations, facts, or circumstances described in the Litigation.
Released Claims shall not include the right of any Settlement Class
Member or Certegy to enforce the terms of the settlement
contained in this Settlement Agreement. c. The term "Unknown Claims" has the following meaning:
Any of the Released Claims that any Settlement Class Member, including any Representative Plaintiff, does not know or suspect to exist in his favor at the time of the release of Certegy which, if known by him or her, might have affected his or her settlement with and release of Certegy, or might have affected his or her decision not to object to and/or to participate in this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs expressly shall have, and each of the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, waived the provisions, rights, and benefits conferred by California Civil Code § 1542, and also any and all provisions, rights, and benefits conferred by any law of any state, province or territory of the United States, or principle of common law which is similar, comparable, or equivalent to California Civil Code §1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
The Settlement Class Members, including the Representative Plaintiffs, and any of them, may hereafter discover facts in addition to or different from those that they, and any of them, now know or believe to be true with respect to the subject matter of the Released Claims, but the Representative Plaintiffs expressly shall have, and each other Settlement Class Member shall be deemed to have, and by operation of the Judgment shall have, upon the Effective Date, fully, finally, and forever settled and released any and all Released Claims. The Settling Parties acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver is a material element of the settlement of which this release is a part. Notwithstanding the foregoing, the Settling Parties acknowledge and incorporate, as if fully set forth herein, the last sentence of the Released Claims paragraph of the Settlement Agreement. d. "Related Entities" means any past or present director, officer, employee, agent, customer, client, attorney, predecessor,
successor, parent, subsidiary, division and any affiliated entity of Certegy, but excluding William G. Sullivan. e. "United States" as used in this Judgment includes the District of Columbia and Puerto Rico.

The Court has subject matter jurisdiction of this matter and all claims asserted against Certegy.

The form, content, and method of dissemination of the notice grven to the Settlement Class were adequate and reasonable, and constituted the best notice practicable under the circumstances. The notice, as given, provided valid, due, and sufficient notice of the proposed settlement, the terms and conditions set forth in the Settlement Agreement, and these proceedings to all Persons entitled to such notice, and said notice fully satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure and due process.

Pursuant to Fed. R. Civ. P. 23 and this Court's Preliminary Approval Order, for

Excluded from the Settlement Class are those Persons identified in Exhibit hereto who submitted timely and valid requests for exclusion from the Settlement Class ("Opt-Outs"). Opt-Outs shall neither share in the distribution of the Settlement Fund nor receive any benefits of the terms of the Settlement Agreement, and shall not be bound by this Judgment.

The Representative Plaintiffs and Co-Lead Settlement Class Counsel fairly and adequately represented the interests of Settlement Class Members in connection with the settlement set forth in the Settlement Agreement.

All objections to the settlement set forth in the Settlement Agreement having been considered and having been found either to be mooted by the settlement or not supported by credible evidence, the settlement set forth in the Settlement Agreement is in all respects, fair, adequate, reasonable, proper, and in the best interests of the Settlement Class, and is hereby approved.

Representative Plaintiffs, Certegy, FIS, and Settlement Class Members shall consummate the settlement according to the terms of the Settlement Agreement. The Settlement Agreement, and each and every term and provision thereof, shall be deemed incorporated herein as if explicitly set forth herein and shall have the full force and effect of an order of this Court.

The Complaints in Beringer v. Certegy, Inc., Case No. 07-CY-01657 (M.D. Fla.) and Lockwood v. Certegy Check Services, Inc., Case No. 07-CY-01434 (M.D. Fla.), and all the claims alleged in the Litigation, are hereby dismissed with prejudice.

As soon as is practicable, the plaintiffs in McCall v. Certegy Check Services Inc., Case No. 4:07-0578-CY-W-FJG (W.D. Mo.), Borreson v. Sullivan, et al., Case No. CY-07•05309 (CD. Cal.), Jaramillo v. Certegy Check Services, Inc., Case No. 07-CY-5018 (N.D. Ill.), and Sellers v. Certegy Check Services, Inc., Case No. 07-CY-OI020 (M.D. Fla.), are hereby ordered to dismiss their cases with prejudice. Counsel for said plaintiffs have already agreed, in joining the underlying Settlement Agreement, to dismiss their cases with prejudice upon entry of this Judgment.

Each Released Claim of each Settlement Class Member is hereby extinguished as against the Released Persons. Representative Plaintiffs and each Settlement Class Member shall be deemed conclusively to have compromised, settled, discharged, and released the Released Claims against Certegy upon the terms and conditions provided in the Settlement Agreement.

Settlement Class Members shall be and hereby are permanently barred and enjoined from, either directly, indirectly, representatively, as a member of or on behalf of the general public, or in any capacity, commencing, prosecuting, or participating in any recovery in any action in this or any other forum (other than participation in the settlement as provided herein) in which any of the Released Claims against Certegy is asserted.

Certegy shall be deemed conclusively to have fully, finally, and forever released, relinquished, and discharged the Representative Plaintiffs, the Settlement Class Members, Co•Lead Settlement Class Counsel, and all other Plaintiffs' Counsel who have consented to and joined in the settlement, from all claims based upon or arising out of the institution, prosecution, assertion, settlement or resolution of the Litigation or the Released Claims, except as set forth in the Settlement Agreement.

Neither this Judgment, the Settlement Agreement, the settlement contained therein, nor any act performed or document executed. pursuant to or in furtherance of the Settlement Agreement or the settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the validity or lack thereof of any Released Claim, or of any wrongdoing or liability of Certegy; or (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of Certegy in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. Certegy may file the Settlement Agreement and/or this Judgment in any action that may be brought against it in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

The Court has reviewed both the attorneys' fees, costs and expenses, and Representative Plaintiff and Named-Plaintiff awards petition filed by Co-Lead Settlement Class Counsel on behalf of all Plaintiffs' Counsel, and Certegy's papers in response thereto, and hereby awards attorneys' fees in the amount of $ , costs and expenses in the amount of $ , Representative Plaintiff awards in the amount of $ each to Linda Beringer and Dana M. Lockwood, and Named-Plaintiff awards in the amount of $ to each of the other Named-Plaintiffs in these actions. All attorneys' fees, costs, expenses, and Representative Plaintiff and Named-Plaintiff award payments by Certegy shall be made to Co-Lead Settlement Class Counsel. The Court recognizes that Messers. Barnow, Harke, and Phalen are most familiar with the participation and contributions of Plaintiffs' Counsel in this litigation, and, accordingly hereby orders and provides that they shall be and are hereby authorized to allocate and distribute said funds amongst Plaintiffs' Counsel in their sole discretion to be reasonably applied. Any dispute concerning said allocations shall be under the jurisdiction of this Court.

The parties have stipulated and the Court has determined that the Court's decision to grant final approval of the settlement set forth in the Settlement Agreement is separate from the issues raised by Co-Lead Settlement Class Counsel's petition for attorneys' fees, costs, and expenses, and Representative Plaintiff and Named-Plaintiff awards, and Certegy's papers in response thereto.

Without affecting the finality of this Judgment in any way, this Court retains continuing jurisdiction over the Settling Parties and the Settlement Class for the administration, consummation, and enforcement of the terms of the Settlement Agreement.

In the event the Effective Date does not occur, this Judgment shall be rendered null and void and shall be vacated and, in such event, as provided in the Settlement Agreement, this Judgment and all orders entered in connection herewith shall be vacated and null and void.SO ORDERED. Honorable Steven D. Merryday
United States District Court Judge
Dated: ____-'--•__"2008 Exhibit C. EXHIBITC BANK MONITORING PROGRAM Certegy Check will use a two-part parallel process to monitor checks, drafts and automated clearing house transfers drawn on checking or other demand deposit accounts of Bank Consumer Members' that are presented or initiated at locations that subscribe to Certegy Check's authorization services (the "Accounts").
The first process involves real-time activity queries. Certegy Check will monitor the Accounts for suspected fraud by comparing the prior 3 days of Account transactions to historical transaction averages for those Accounts. The real-time activity queries will be performed twice a week. Potential fraud on an Account will be identified if real-time activity on the Account exceeds the Account's historical shopping patterns ("Excessive Activity"). If Excessive Activity is identified, additional scrutiny and study is performed by risk and fraud analysts to compare historical activity with the current activity on the Account. In the event that the current Account activity is excessive in comparison to historical activity, the Account is forwarded to Certegy Check's investigation team.
The second process utilized by the risk and fraud analysts is the comparison of claims (Le. returned items) to the Accounts to identify potentially fraudulent trends. The process includes queries and analysis of the transactions and claims data of each Account. Certegy Check analyzes claims transactions that are labeled by the Bank Consumer Members' financial institution as non-fraud claims to determine whether the claim may actually be fraudulent. If a claim is identified as fraudulent, it is forwarded to Certegy Check's investigations team. If an Account is forwarded to Certegy Check's investigation team, Certegy Check will contact the Bank Consumer Member to verify that the Account activity was authorized by the Bank Consumer Member. If the Bank Consumer Member indicates that the Account has been compromised and that the activity is fraudulent, Certegy Check will block all activity for that Account in its system and advise the Bank Consumer Member to take appropriate action (e.g., contacting the Bank Consumer Member's financial institution to close the Account).
Exhibit D JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses
Minimum Standards of Procedural Fairness JAMS will administer arbitrations pursuant to mandatory pre-dispute arbitration clauses between companies and consumers' only if the contract arbitration clause and specified applicable rules comply with the following minimum standards of fairness.
These minimum standards for arbitration procedures are:

An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based.
, These standards are applicable where a company systematically places an arbitration clause in its agree•ments with individual consumers and there is minimal, if any, negotiation between the parties as to the procedures or other terms of the arbitration clause. A consumer is defined as an individual who seeks or acquires any goods or services, including financial services, primarily for personal family or household pur•poses. These standards do not apply to the use of arbitration in resolving disputes arising from commercial transactions between a lender and commercial borrowers or a company and commercial customers or to matters involving underinsured motorists. Nor do they apply if the agreement to arbitrate was negotiated by the individual consumer and the company.
© Copyright 2007 JAMS. All rights reserved.

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