CKFR


AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CHECKFREE CORPORATION

* * * * * * * * * * * * * * * * * *


The above corporation, CheckFree Corporation (the "Corporation"), existing
pursuant to the General Corporation Law of the State of Delaware, desiring to
give notice of corporate action effectuating the restatement and amendment of
its Certificate of Incorporation, sets forth the following facts:

(i) The date of filing of the Corporation's original Certificate of
Incorporation was December 15, 1997 under the name of CheckFree Holdings
Corporation;

(ii) The Corporation's present name is CheckFree Corporation;

(iii) This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware; and

(iv) The exact text of the Amended and Restated Certificate of
Incorporation is amended to read as follows:


FIRST: The name of the Corporation is CheckFree Corporation.

SECOND: The address of its registered office in the State of Delaware is No.
1209 Orange Street, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

FOURTH: (A) AGGREGATE NUMBER OF SHARES. The aggregate number of shares of stock
which the Corporation shall have authority to issue is 550,000,000 shares,
consisting of 500,000,000 shares of common stock, $.01 par value (the "Common
Stock"), 48,500,000 shares of preferred stock, $.01 par value (the "Preferred
Stock"), and 1,500,000 shares of Series A Junior Participating Cumulative
Preferred Stock, $.01 par value ("Series A Preferred Stock").

(B) COMMON SHARES. Each holder of Common Stock shall be entitled to one
vote for each share of Common Stock held of record on all matters presented for
vote of the stockholders. Subject to the provisions of the General Corporation
Law of the State of Delaware, dividends may be paid on the Common Stock at such
times and in such amounts as the Board of Directors shall determine. Upon the
dissolution, liquidation, or winding up of the Corporation, after any
preferential amounts to be distributed to the holders of the Preferred Stock
then outstanding have been paid or declared set apart for payment, the holders
of Common Stock shall be entitled to receive all remaining assets of the
Corporation available for distribution to its stockholders ratably and
proportioned to the number of shares held by them.

(C) PREFERRED STOCK. The shares of Preferred Stock may be issued from time
to time in one or more series. The Board of Directors of the Corporation is
hereby authorized to establish from time to time by resolution or resolutions
the number of shares to be included in each such series and to fix the
designation, powers, preferences, and relative participating, optional,
conversion, and other special rights of the shares of each such series and the
qualifications, limitations, or restrictions thereof, including but not limited
to the fixing of dividend rights, rates, preferences, and other terms;
redemption rights, prices, and other terms (including any sinking fund
provisions); conversion rights, prices or rates of exchange, and other terms;
liquidation preferences and other terms; and voting rights in addition to any
voting rights provided by law, and other terms, which may be general or limited;
all to the fullest extent now or hereafter permitted by the General Corporation
Law of the State of Delaware; and to increase or decrease the number of shares
of any series subsequent to the issue of shares of that series, but not below
the number of shares of such series then outstanding. In the event the number of
shares of any series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

(D) SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK.

Section 1. Designation and Amount. The shares of such series shall be
designated as Series A Junior Participating Cumulative Preferred Stock, par
value $.01 per share (the "Series A Preferred Stock"), and the number of shares
constituting such series shall be 1,500,000 (one million five hundred thousand).

Section 2. Dividends and Distributions.

(a) The holders of shares of Series A Preferred Stock, in preference to the
holders of shares of Common Stock, par value $.01 per share, of the
Corporation (the "Common Stock") and of any other junior stock of the
Corporation that may be outstanding, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available
for the purpose, quarterly dividends payable in cash on the tenth day of
January, April, July and October in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (i) $.25 per
share ($1.00


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per annum), or (ii) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and
100 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in shares
of Common Stock, or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event that
the Corporation shall at any time declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then and in each such event, the amount to which the holder
of each share of Series A Preferred Stock was entitled immediately prior to
such event under clause (ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

(b) The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (a) of this Section 2
immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided,
however, that in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $.25 per share ($1.00 per annum) on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

(c) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series
A Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which cases such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall cumulate but shall not
bear interest. Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The Board of Directors
may fix a record date for the determination of holders of shares of Series
A Preferred


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Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights:

(a) Each share of Series A Preferred Stock shall entitle the holder thereof
to 100 votes (and each one one-hundredth of a share of Series A Preferred
Stock shall entitle the holder thereof to one vote) on all matters
submitted to a vote of the stockholders of the Corporation. In the event
that the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then and in each such event, the number of votes per share to which holders
of shares of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event, and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.

(b) Except as otherwise provided in the Restated Certificate of
Incorporation of the Corporation or herein or by law, the holders of shares
of Series A Preferred Stock and the holders of shares of Common Stock shall
vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.

(c) In addition, the holders of shares of Series A Preferred Stock shall
have the following special voting rights:

(i) In the event that at any time dividends on Series A Preferred
Stock, whenever accrued and whether or not consecutive, shall not have
been paid or declared and a sum sufficient for the payment thereof set
aside, in an amount equivalent to six quarterly dividends on all
shares of Series A Preferred Stock at the time outstanding, then and
in each such event, the holders of shares of Series A Preferred Stock
and each other series of preferred stock now or hereafter issued that
shall be accorded such class voting right by the Board of Directors
and that shall have the right to elect one director (or, in the event
any such other series is entitled to a greater number of directors,
such number of directors, which shall be cumulative with and not in
addition to the director provided for herein, such director or
directors being hereinafter referred to as "Special Directors") as the
result of a prior or subsequent default in payment of dividends on
such series (each such other series being

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hereinafter called "Other Series of Preferred Stock"), voting
separately as a class without regard to series, shall be entitled to
elect the Special Director at the next annual meeting of stockholders
of the Corporation, in addition to the directors to be elected by the
holders of all shares of the Corporation entitled to vote for the
election of directors, and the holders of all shares (including the
Series A Preferred Stock) otherwise entitled to vote for directors,
voting separately as a class, shall be entitled to elect the remaining
members of the Board of Directors, provided that the Series A
Preferred Stock and each Other Series of Preferred Stock, voting as a
class, shall not have the right to elect more than one Special
Director (in addition to any Special Director to which the holders of
any Other Series of Preferred Stock are then entitled). Such special
voting right of the holders of shares of Series A Preferred Stock may
be exercised until all dividends in default on the Series A Preferred
Stock shall have been paid in full or declared and funds sufficient
therefor set aside, and when so paid or provided for, such special
voting right of the holders of shares of Series A Preferred Stock
shall cease, but subject always to the same provisions for the vesting
of such special voting rights in the event of any such future dividend
default or defaults.

(ii) At any time after such special voting rights shall have so vested
in the holders of shares of Series A Preferred Stock, the President or
the Secretary of the Corporation may, and upon the written request of
the holders of record of 10% or more in number of the shares of Series
A Preferred Stock and each Other Series of Preferred Stock then
outstanding addressed to the Secretary at the principal executive
office of the Corporation shall, call a special meeting of the holders
of shares of Preferred Stock so entitled to vote, for the election of
the Special Directors to be elected by them as herein provided, to be
held within 60 days after such call and at the place and upon the
notice provided by law and in the By-laws for the holding of meetings
of stockholders; provided, however, that the President or the
Secretary shall not be required to call such special meeting in the
case of any such request received less than 90 days before the date
fixed for any annual meeting of stockholders, and if in such case such
special meeting is not called or held, the holders of shares of
Preferred Stock so entitled to vote shall be entitled to exercise the
special voting rights provided in this paragraph at such annual
meeting. If any such special meeting required to be called as above
provided shall not be called by the President or the Secretary within
30 days after receipt of any such request, then the holders of record
of 10% or more in number of the shares of Series A Preferred Stock and
each Other Series of Preferred Stock then outstanding may designate in
writing one of


5

their number to call such meeting, and the person so designated may,
at the expense of the Corporation, call such meeting to be held at the
place and upon the notice given by such person, and for that sole
purpose shall have access to the stock books of the Corporation. No
such special meeting and no adjournment thereof shall be held on a
date later than 60 days before the annual meeting of stockholders. If,
at any meeting so called or at any annual meeting held while the
holders of shares of Series A Preferred Stock have the special voting
rights provided for in this paragraph, the holders of not less than
40% of the aggregate voting power of Series A Preferred Stock and each
Other Series of Preferred Stock then outstanding are present in person
or by proxy, which percentage shall be sufficient to constitute a
quorum for the election of additional directors as herein provided,
the then authorized number of directors of the Corporation shall be
increased by the number of Special Directors to be elected, as of the
time of such special meeting or the time of the first such annual
meeting held while such holders have special voting rights and such
quorum is present, and the holders of shares of Series A Preferred
Stock and each Other Series of Preferred Stock, voting as a class,
shall be entitled to elect the Special Director or Directors so
provided for. If the directors of the Corporation are then divided
into classes under provisions of the Restated Certificate of
Incorporation of the Corporation or the By-laws, the Special Director
or Directors shall belong to each class of directors in which a
vacancy is created as a result of such increase in the authorized
number of directors. If the foregoing expansion of the size of the
Board of Directors shall not be valid under applicable law, then the
holders of shares of Series A Preferred Stock and of each Other Series
of Preferred Stock, voting as a class, shall be entitled, at the
meeting of stockholders at which they would otherwise have voted, to
elect a Special Director or Directors to fill any then existing
vacancies on the Board of Directors, and shall additionally be
entitled, at such meeting and each subsequent meeting of stockholders
at which directors are elected, to elect all of the directors then
being elected until by such class vote the appropriate number of
Special Directors has been so elected.

(iii) Upon the election at such meeting by the holders of shares of
Series A Preferred Stock and each Other Series of Preferred Stock,
voting as a class, of the Special Director or Directors they are
entitled so to elect, the persons so elected, together with such
persons as may be directors or as may have been elected as directors
by the holders of all shares (including Series A Preferred Stock)
otherwise entitled to vote for directors, shall constitute the duly
elected directors of the Corporation. Each Special Director so

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elected by holders of shares of Series A Preferred Stock and each
Other Series of Preferred Stock, voting as a class, shall serve until
the next annual meeting or until their respective successors shall be
elected and qualified, or if any such Special Director is a member of
a class of directors under provisions dividing the directors into
classes, each such Special Director shall serve until the annual
meeting at which the term of office of such Special Director's class
shall expire or until such Special Director's successor shall be
elected and shall qualify, and at each subsequent meeting of
stockholders at which the directorship of any Special Director is up
for election, said special class voting rights shall apply in the
reelection of such Special Director or in the election of such Special
Director's successor; provided, however, that whenever the holders of
shares of Series A Preferred Stock and each Other Series of Preferred
Stock shall be divested of the special rights to elect one or more
Special Directors as above provided, the terms of office of all
persons elected as Special Directors, or elected to fill any vacancies
resulting from the death, resignation, or removal of Special Directors
shall forthwith terminate (and the number of directors shall be
reduced accordingly).

(iv) If, at any time after a special meeting of stockholders or an
annual meeting of stockholders at which the holders of shares of
Series A Preferred Stock and each Other Series of Preferred Stock,
voting as a class, have elected one or more Special Directors as
provided above, and while the holders of shares of Series A Preferred
Stock and each Other Series of Preferred Stock shall be entitled so to
elect one or more Special Directors, the number of Special Directors
who have been so elected (or who by reason of one or more
resignations, deaths or removals have succeeded any Special Directors
so elected) shall by reason of resignation, death or removal be
reduced the vacancy in the Special Directors may be filled by any one
or more remaining Special Director or Special Directors. In the event
that such election shall not occur within 30 days after such vacancy
arises, or in the event that there shall not be incumbent at least one
Special Director, the President or the Secretary of the Corporation
may, and upon the written request of the holders of record of 10% or
more in number of the shares of Series A Preferred Stock and each
Other Series of Preferred Stock then outstanding addressed to the
Secretary at the principal office of the Corporation shall, call a
special meeting of the holders of shares of Series A Preferred Stock
and each Other Series of Preferred Stock so entitled to vote, for an
election to fill such vacancy or vacancies, to be held within 60 days
after such call and at the place and upon the notice provided by law
and in the By-laws for the holding of meetings of stockholders;
provided,

7

however, that the President or the Secretary shall not be required to
call such special meeting in the case of any such request received
less than 90 days before the date fixed for any annual meeting of
stockholders, and if in such case such special meeting is not called,
the holders of shares of Preferred Stock so entitled to vote shall be
entitled to fill such vacancy or vacancies at such annual meeting. If
any such special meeting required to be called as above provided shall
not be called by the President or the Secretary within 30 days after
receipt of any such request, then the holders of record of 10% or more
in number of the shares of Series A Preferred Stock and each Other
Series of Preferred Stock then outstanding may designate in writing
one of their number to call such meeting, and the person so designated
may, at the expense of the Corporation, call such meeting to be held
at the place and upon the notice above provided, and for that purpose
shall have access to the stock books of the Corporation; no such
special meeting and no adjournment thereof shall be held on a date
later than 60 days before the annual meeting of stockholders.

(d) Nothing herein shall prevent the directors or stockholders from taking
any action to increase the number of authorized shares of Series A
Preferred Stock, or increasing the number of authorized shares of Preferred
Stock of the same class as the Series A Preferred Stock or the number of
authorized shares of Common Stock, or changing the par value of the Common
Stock or Preferred Stock, or issuing options, warrants or rights to any
class of stock of the Corporation as authorized by the Restated Certificate
of Incorporation of the Corporation, as it may hereafter be amended.

(e) Except as set forth herein, holders of shares of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote as set forth in
the Restated Certificate of Incorporation of the Corporation or herein or
by law) for taking any corporate action.

Section 4. Certain Restrictions.

(a) Whenever any dividends or other distributions payable on the Series A
Preferred Stock as provided in Section 2 hereof are in arrears, thereafter
and until all accrued and unpaid dividends and distributions, whether or
not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not, directly or indirectly:

(i) declare or pay dividends on, or make any other distributions with
respect to, any shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;


8

(ii) declare or pay dividends on, or make any other distributions with
respect to, any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except dividends paid ratably on shares of
the Series A Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts
to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares
of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of
Series A Preferred Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.

(b) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration, directly or indirectly, any
shares of stock of the Corporation unless the Corporation could, under paragraph
(a) of this Section 4, purchase or otherwise acquire such shares at such time
and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
preferred stock, without designation as to series, and may be reissued as part
of any series of preferred stock created by resolution or resolutions of the
Board of Directors (including Series A Preferred Stock), subject to the
conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made to:

(a) the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock


9

unless, prior thereto, the holders of shares of Series A Preferred Stock
shall have received the greater of (i) $1.00 per share ($.001 per one
one-hundredth of a share), plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date
of such payment, or (ii) an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of shares of Common
Stock; or

(b) the holders of shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all other such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.

In the event that the Corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then and in each such event, the aggregate amount to
which the holder of each share of Series A Preferred Stock was entitled
immediately prior to such event under the proviso in clause (a) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event, and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In the event that the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, or otherwise changed, then and in
each such event, the shares of Series A Preferred Stock shall at the same time
be similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event that the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then and in each such event, the amount
set forth in the preceding sentence with respect to the exchange or change of
shares of Series A Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event, and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

Section 8. No Redemption. The shares of Series A Preferred Stock shall not
be redeemable. Notwithstanding the foregoing, the Corporation may acquire shares
of Series A

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Preferred Stock in any other manner permitted by law, the Restated Certificate
of Incorporation of the Corporation or herein.

Section 9. Rank. Unless otherwise provided in the Restated Certificate of
Incorporation of the Corporation or a Certificate of Designations relating to a
subsequent series of preferred stock of the Corporation, the Series A Preferred
Stock shall rank junior to all other series of the Corporation's preferred stock
as to the payment of dividends and the distribution of assets on liquidation,
dissolution or winding up, and senior to the Common Stock of the Corporation.

Section 10. Amendment. The Restated Certificate of Incorporation of the
Corporation shall not be amended in any manner that would materially and
adversely alter or change the powers, preferences or special rights of the
Series A Preferred Stock without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single series.

Section 11. Fractional Shares. Series A Preferred Stock may be issued in
fractions of a share (in one one-hundredths (1/100) of a share and integral
multiples thereof) that shall entitle the holder thereof, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and have the benefit of all other rights of holders
of shares of Series A Preferred Stock.

FIFTH: (A) Nominations for election of directors shall be made in the manner
provided by the By-Laws of the Corporation. The number of directors of the
Corporation shall be fixed by or pursuant to the By-Laws of the Corporation.

(B) The directors shall be divided into three classes, Class I, Class II,
and Class III. Each such class shall consist, as nearly as possible, of
one-third of the total number of directors and any remaining directors shall be
included within each such class or classes as the Board of Directors shall
designate. Class I directors shall hold office initially for a term expiring at
the 1999 annual meeting of stockholders, Class II directors shall hold office
initially for a term expiring at the 2000 annual meeting of stockholders; and
Class III directors shall hold office initially for a term expiring at the 1998
annual meeting of stockholders. At each annual meeting of stockholders,
successors to the class of directors whose term expires at that annual meeting
shall be elected to hold office for a three-year term. If the number of
directors is 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. A director shall hold office, subject to any removal, death,
resignation, or retirement until the annual meeting for the year in which his
term expires and until his successor shall be elected and qualify.

(C) Notwithstanding any other provision of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by the General Corporation Law of
the State of Delaware, this Certificate of Incorporation or the By-Laws of the
Corporation), any director or the entire board of directors of the Corporation
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least eighty (80%) of all of the
outstanding shares of capital

11

stock of the Corporation entitled to vote on the election of directors at a
meeting of stockholders called for that purpose, except that if the Board of
Directors, by an affirmative vote of at least sixty-six and two-thirds (66-2/3%)
of the entire Board of Directors, recommends removal of a director to the
stockholders, such removal may be effected by the affirmative vote of the
holders of at least a majority of the outstanding shares of capital stock of the
Corporation present in person or represented by proxy and entitled to vote on
the election of directors at a meeting of stockholders called for that purpose.

(D) Vacancies and newly-created directorships resulting from any increase
in the authorized number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of the class to which they
have been elected expires and until their successors are duly elected and
qualified. If there are no directors in office, then an election of directors
may be held in the manner provided by the General Corporation Law of the State
of Delaware.

(E) Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock issued by this Corporation shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies, terms of removal, and other features of such directorships shall be
governed by the terms of Article FOURTH and the resolution or resolutions
establishing such class or series adopted pursuant thereto and such directors so
elected shall not be divided into classes pursuant to this Article FIFTH unless
expressly provided by such terms.

(F) Elections of directors need not be by written ballot unless the
By-Laws of the Corporation shall so provide.

SIXTH: In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, or repeal the
By-Laws of the Corporation.

SEVENTH: The Board of Directors shall base the response of the Corporation to
any "Acquisition Proposal" on the Board of Directors' evaluation of what is in
the best interest of the Corporation. In evaluating what is in the best interest
of the Corporation, the Board of Directors shall consider all relevant factors
including, without limitation:

(1) The best interest of the stockholders which, for this purpose,
requires the Board of Directors to consider, among other factors, not only
the consideration offered in the Acquisition Proposal in relation to the
then current market price of the Corporation's stock, but also in relation
to the current value of the Corporation in a freely negotiated transaction
and in relation to the Board of Directors' then estimate of the future
value of the Corporation as an independent entity or as the subject of a
future Acquisition Proposal;

(2) Such other factors as the Board of Directors determines to be
relevant, including, among other factors, the long-term and short-term
interests of the Corporation

12

and its subsidiaries and their businesses and properties and the social,
legal, and economic effects upon the employees, suppliers, customers,
creditors, and other affected persons, firms, and corporations and on the
communities and geographical areas in which the Corporation and its
subsidiaries operate or are located.

"Acquisition Proposal" means any proposal for the consolidation or merger
of the Corporation with another corporation, any share exchange involving the
Corporation's outstanding capital stock, any liquidation or dissolution of the
Corporation, any transfer of all or a material portion of the assets of the
Corporation, and any tender offer or exchange offer for any of the Corporation's
outstanding stock.

EIGHTH: No director of the Corporation shall be personally liable to the
Corporation or to its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or to its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) for the payment of a dividend or the payment for the purchase or
redemption of the Corporation's stock in violation of Section 174 of the General
Corporation Law of the State of Delaware; or (iv) for any transaction from which
the director derived an improper personal benefit.

NINTH: The Corporation is to have perpetual existence.

TENTH: (A) Any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by all of the holders of outstanding stock who
would be entitled to notice of such meeting.

(B) Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the General Corporation Law of the State
of Delaware) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the By-Laws of the
Corporation.

ELEVENTH: (A) The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the General Corporation Law of the State
of Delaware, and all rights conferred upon stockholders herein are granted
subject to this reservation and subject to paragraph (B) below.

(B) The provisions set forth in this Article ELEVENTH and in Article
FIFTH, SIXTH, SEVENTH, EIGHTH, and TENTH (A) of this Certificate of
Incorporation may not be altered, amended or repealed in any respect, and new
provisions inconsistent therewith may not be adopted unless such action is
approved by the affirmative vote of the holders of at least eighty (80%) of all
of the outstanding shares of capital stock of the Corporation entitled to vote
on such

13

matter at a meeting of stockholders called for that purpose, except that if the
Board of Directors, by an affirmative vote of at least sixty-six and two-thirds
(66-2/3%) of the entire Board of Directors, recommends approval of such
amendment to this Certificate of Incorporation to the stockholders, such
approval may be effected by the affirmative vote of the holders of at least a
majority of the outstanding shares of capital stock of the Corporation present
in person or represented by proxy and entitled to vote on such matter at a
meeting of stockholders called for that purpose.


14

IN WITNESS WHEREOF, CheckFree Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by Peter J. Kight, its
Chairman and Chief Executive Officer, and attested by Curtis A. Loveland, its
Secretary, this 2nd day of November, 2000.

/s/ Peter J. Kight
----------------------------------------
Peter J. Kight,
Chairman and Chief Executive Officer