FIDELITY NATIONAL INFORMATION SERVICES, INC.
 
 
                            2005 STOCK INCENTIVE PLAN
 
 
                          EFFECTIVE AS OF MARCH 9, 2005
 
 
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                                TABLE OF CONTENTS
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SECTION 1.            PURPOSE....................................................................................1
 
SECTION 2.            ADMINISTRATION.............................................................................1
 
                      a.       Committees........................................................................1
                      b.       Authority of the Board of Directors...............................................1
 
SECTION 3.            ELIGIBILITY................................................................................1
 
SECTION 4.            STOCK SUBJECT TO PLAN......................................................................2
 
                      a.       Basic Limitation..................................................................2
                      b.       Additional Shares.................................................................2
 
SECTION 5.            AWARDS.....................................................................................2
 
                      a.       Types of Awards...................................................................2
                      b.       Award Agreements..................................................................2
                      c.       No Rights as a Stockholder........................................................3
 
SECTION 6.            OPTIONS....................................................................................3
 
                      a.       Option Agreement..................................................................3
                      b.       Special ISO Rules.................................................................3
 
SECTION 7.            STOCK AWARDS...............................................................................4
 
                      a.       Generally.........................................................................4
                      b.       No Purchase Price Necessary.......................................................4
 
SECTION 8.            PAYMENT FOR SHARES.........................................................................4
 
                      a.       General Rule......................................................................4
                      b.       Surrender of Shares...............................................................4
                      c.       Services Rendered.................................................................5
                      d.       Promissory Note...................................................................5
                      e.       Net Exercise......................................................................5
                      f.       Exercise/Sale.....................................................................5
                      g.       Exercise of Discretion............................................................5
 
SECTION 9.            TERMINATION OF SERVICE.....................................................................5
 
                      a.       Termination of Service............................................................5
                      b.       Leave of Absence..................................................................6
 
SECTION 10.           ADJUSTMENT OF SHARES.......................................................................6
 
                      a.       General...........................................................................6
                      b.       Mergers and Consolidations........................................................6
 
SECTION 11.           SECURITIES LAW REQUIREMENTS................................................................7
 
                      a.       Shares Not Registered.............................................................7
                      b.       California Participants...........................................................7
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SECTION 12.           GENERAL TERMS..............................................................................7
 
                      a.       Nontransferability of Awards......................................................7
                      b.       Restrictions on Transfer of Shares................................................7
                      c.       Withholding Requirements..........................................................8
                      d.       No Retention Rights...............................................................8
                      e.       Unfunded Plan.....................................................................8
 
SECTION 13.           DURATION AND AMENDMENTS....................................................................8
 
                      a.       Term of the Plan..................................................................8
                      b.       Right to Amend or Terminate the Plan..............................................8
                      c.       Effect of Amendment or Termination................................................9
                      d.       Modification, Extension and Assumption of Awards..................................9
 
SECTION 14.           DEFINITIONS................................................................................9
 
                      a.       "Affiliate" ......................................................................9
                      b.       "Award" ..........................................................................9
                      c.       "Board of Directors"..............................................................9
                      d.       "Cause"...........................................................................9
                      e.       "Change in Control"...............................................................9
                      f.       "Code"...........................................................................10
                      g.       "Committee"......................................................................10
                      h.       "Company"........................................................................10
                      i.       "Disability".....................................................................10
                      j.       "Fair Market Value"..............................................................10
                      k.       "Initial Investors"..............................................................10
                      l.       "Initial Public Offering"........................................................10
                      m.       "ISO"............................................................................11
                      n.       "Nonstatutory Option"............................................................11
                      o.       "Option".........................................................................11
                      p.       "Parent".........................................................................11
                      q.       "Person".........................................................................11
                      r.       "Plan"...........................................................................11
                      s.       "Recapitalization"...............................................................11
                      t.       "Service"........................................................................11
                      u.       "Share"..........................................................................11
                      v.       "Stock Award"....................................................................11
                      w.       "Subsidiary".....................................................................11
                      x.       "Ten Percent Stockholders" ......................................................11
                      y.       "THL"............................................................................11
                      z.       "TPG"............................................................................12
 
SECTION 15.           MISCELLANEOUS.............................................................................12
 
                      a.       Choice of Law....................................................................12
                      b.       Execution........................................................................12
 
APPENDIX I CALIFORNIA SECURITIES LAW REQUIREMENTS................................................................1
 
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                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                            2005 STOCK INCENTIVE PLAN
 
SECTION 1. PURPOSE.
 
The purpose of the Plan is to attract and retain the best available personnel,
to provide additional incentive to persons who provide services to the Company
and its Subsidiaries, and to promote the success of the Company's business.
Unless the context otherwise requires, capitalized terms used herein are defined
in Section 14.
 
SECTION 2. ADMINISTRATION.
 
A. COMMITTEES. The Plan shall be administered by the Board of Directors or, at
its election, by one or more committees consisting of one or more members who
have been appointed by the Board of Directors. Each committee shall have such
authority and be responsible for such functions as may be delegated to it by the
Board of Directors, and any reference to the Board of Directors in the Plan
shall be construed as a reference to the committee with respect to functions
delegated to it. If no committee has been appointed, the entire Board of
Directors shall administer the Plan.
 
B. AUTHORITY OF THE BOARD OF DIRECTORS. The Board of Directors shall have full
authority and sole discretion to take any actions it deems necessary or
advisable for the administration and operation of the Plan, including, without
limitation, the right to construe and interpret the provisions of the Plan or
any Award, to provide for any omission in the Plan, to resolve any ambiguity or
conflict under the Plan or any Award, to accelerate vesting of or otherwise
waive any requirements applicable to any Award, to extend the term or any period
of exercisability of any Award, to modify the purchase price or exercise price
under any Award, to establish terms or conditions applicable to any Award and to
review any decisions or actions made or taken by a Committee. All decisions,
interpretations and other actions of the Board of Directors or, in the absence
of any action by the Board of Directors, any Committee shall be final and
binding on all participants and other persons deriving their rights from a
participant. Notwithstanding anything to the contrary herein, no action taken by
the Board of Directors shall adversely affect in any material respect the rights
granted to any participant under any outstanding Award without the participant's
written consent.
 
SECTION 3. ELIGIBILITY
 
The Board of Directors is authorized to grant Awards to directors, employees and
consultants (subject to compliance with applicable blue sky laws) of the
Company, any Subsidiary or any Affiliate of the Company; provided, however, that
Awards may only be granted to directors, employees and consultants of any
Affiliate of the Company that, whether as a result of their position, duties,
responsibilities or otherwise, provide significant services or are expected to
provide services that are material to and promotive of the success of the
Company or any Subsidiary.
 
 
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SECTION 4. STOCK SUBJECT TO PLAN.
 
A. BASIC LIMITATION. Subject to the following provisions of this Section and
Section 10, the maximum number of shares of common stock, $.0001 par value per
share, of the Company that may be issued pursuant to Awards under the Plan is
16,216,216 Shares.
 
B. ADDITIONAL SHARES. In the event that any outstanding Award expires, is
cancelled or otherwise terminated, any shares allocable to the unexercised or
unvested portion of such Award shall again be available for the purposes of the
Plan. In the event that Shares issued under the Plan are reacquired by the
Company pursuant to any forfeiture provision, right of repurchase, right of
first offer or withholding requirements, such Shares shall again be available
for the purposes of the Plan. In the event a participant pays for any Award
through the delivery of previously acquired Shares, the number of Shares
available shall be increased by the number of Shares delivered by the
participant.
 
SECTION 5. AWARDS.
 
A. TYPES OF AWARDS. The Board of Directors may, in its sole discretion, grant
Options or Stock Awards. The Company shall make Awards directly or cause one or
more of its Subsidiaries to make Awards; provided, however, that the Company
shall be responsible for causing any such Subsidiary to comply with the terms of
any Award and the Plan.
 
B. AWARD AGREEMENTS. Each Award made under the Plan shall be evidenced by a
written agreement between the participant and the Company, and no Award shall be
valid without any such agreement. An Award shall be subject to all applicable
terms and conditions of the Plan and to any other terms and conditions which the
Board of Directors in its sole discretion deems appropriate for inclusion in the
Award agreement provided such terms and conditions are not inconsistent with the
Plan. Accordingly, in the event of any conflict between the provisions of the
Plan and any such agreement, the provisions of the Plan shall prevail. Awards
made to California participants shall also be subject to the applicable
requirements set forth in Appendix I. Each agreement evidencing an Award shall
provide, in addition to any terms and conditions required to be provided in such
agreement pursuant to any other provision of this Plan, the following terms:
 
      (i)   Number of Shares. The number of Shares subject to the Award, if any,
            which number shall be subject to adjustment in accordance with
            Section 10 of the Plan.
 
      (ii)  Price. Where applicable, each agreement shall designate the price,
            if any, to acquire any Shares underlying the Award, which price
            shall be payable in a form described in Section 8 of the Plan and
            subject to adjustment pursuant to Section 10 of the Plan.
 
      (iii) Vesting. Each agreement shall specify the dates and events on which
            all or any installment of the Award shall be vested and
            nonforfeitable. Such provisions, may include, without limitation, a
            provision that Awards vest upon a Change in Control.
 
 
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C. NO RIGHTS AS A STOCKHOLDER. A participant, or a transferee of a participant,
shall have no rights as a stockholder with respect to any Shares covered by an
Award until Shares are actually issued in the name of such person (or if Shares
will be held in street name, to a broker who will hold such Shares on behalf of
such person).
 
SECTION 6. OPTIONS.
 
A. OPTION AGREEMENT. The Board of Directors may, in its sole discretion, grant
Options. Each agreement evidencing an Award of Options shall contain the
following information, which shall be determined by the Board of Directors, in
its sole discretion:
 
      (i)   ISO/Nonstatutory Option. Each agreement shall designate an Option as
            either an ISO or a Nonstatutory Option.
 
      (ii)  Exercisability. Each agreement shall specify the dates and events
            when all or any installment of the Option becomes exercisable.
 
      (iii) Term. Each agreement shall state the term of each Option (including
            the circumstances under which such Option will expire prior to the
            stated term thereof), which shall not exceed ten (10) years from the
            date of grant or such shorter term as may be required by Section
            6(b)(iii) below for Ten Percent Stockholders (as defined below).
 
B. SPECIAL ISO RULES. The following rules apply to ISO grants in addition to any
other rule that may apply under this Plan:
 
      (i)   ISO Participants. ISOs may only be granted to employees of the
            Company, a Parent or a Subsidiary.
 
      (ii)  Exercise Price. The exercise price of an ISO shall not be less than
            one hundred percent (100%) of the Fair Market Value of a Share on
            the date of grant or such higher price as may be required by Section
            6(b)(iii) below for Ten Percent Stockholders.
 
      (iii) Ten Percent Stockholders. An individual who owns more than ten
            percent (10%) of the total combined voting power of all classes of
            outstanding stock of the Company, its Parent or any of its
            Subsidiaries ("Ten Percent Stockholders") shall not be eligible for
            designation as a participant under an ISO unless (A) the exercise
            price is at least one hundred ten percent (110%) of the Fair Market
            Value of a Share on the date of grant and (B) the ISO is not
            exercisable after the expiration of five (5) years from the date of
            grant. In determining stock ownership for purposes hereof, the
            attribution rules of Section 424(d) of the Code shall apply.
 
      (iv)  Dollar Limitation. The aggregate Fair Market Value of Shares
            (determined as of the respective date or dates of grant) for which
            one or more Options granted to any participant under the Plan (or
            any other option plan of the Company or any Parent or Subsidiary)
            may for the first time become exercisable as ISOs during
 
 
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            any one (1) calendar year shall not exceed the sum of One Hundred
            Thousand Dollars ($100,000). To the extent a participant holds two
            (2) or more Options which become exercisable for the first time in
            the same calendar year, such Options shall qualify as ISOs on the
            basis of the order in which such Options were granted.
 
      (v)   Failure to Qualify. If all or a portion of an Option granted as an
            ISO fails (or later ceases to) qualify as an ISO, such Option or
            portion thereof shall be treated as a Nonstatutory Option.
 
SECTION 7. STOCK AWARDS.
 
A. GENERALLY. The Board of Directors may, in its sole discretion, make Stock
Awards by granting or selling Shares under the Plan. A Stock Award may be made
subject to a substantial risk of forfeiture or such other terms and conditions,
as determined by the Board of Directors in its sole discretion. Payment in
Shares of all or a portion of any bonus under any other arrangement may be
treated by the Board of Directors as an Award of Shares under the Plan. A Stock
Award shall not be deemed made until accepted by a participant in a manner
described by the Board of Directors at the time of grant and shall thereafter be
deemed to be actually issued in the name of such person (or if Shares will be
held in street name, to a broker who will hold such Shares on behalf of such
person) subject to any restriction on such Stock Award.
 
B. NO PURCHASE PRICE NECESSARY. In lieu of a purchase price, a Stock Award may
be made in consideration of services previously rendered by a participant to the
Company or a Subsidiary or its Subsidiaries.
 
SECTION 8. PAYMENT FOR SHARES.
 
A. GENERAL RULE. The exercise price of an Award shall be payable in cash or
personal check at the time when such Shares are purchased, except as otherwise
provided in this Section 8.
 
B. SURRENDER OF SHARES. At the sole discretion of the Board of Directors, all or
any part of the purchase price or exercise price of any Award and any applicable
withholding requirements may be paid by surrendering, or attesting to the
ownership of, Shares that are already owned by the participant. Such Shares
shall be surrendered to the Company in good form for transfer and shall be
valued at their Fair Market Value on the date when the Award is exercised or
purchased. The participant shall not surrender, or attest to the ownership of,
Shares in payment of any portion of the exercise price (or withholding) of an
Option if such action would cause the Company or any Subsidiary to recognize a
compensation expense (or additional compensation expense) with respect to the
applicable Option for financial reporting purposes, unless the Board of
Directors consents thereto.
 
C. SERVICES RENDERED. At the sole discretion of the Board of Directors, Shares
may be awarded under the Plan in consideration of services rendered to the
Company, a Parent or a Subsidiary prior to or after the Award.
 
D. PROMISSORY NOTE. At the sole discretion of the Board of Directors, all or a
portion of the purchase price or exercise price of an Award and any applicable
withholding requirements may be
 
 
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paid with a full-recourse promissory note. However, the par value of the Shares,
if newly issued, shall be paid in cash. The Shares shall be pledged as security
for payment of the principal amount of the promissory note and interest thereon.
The interest rate payable under the terms of the promissory note shall not be
less than the minimum rate (if any) required to avoid the imputation of
additional interest under the Code. Subject to the foregoing, the Board of
Directors (at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such note.
 
E. NET EXERCISE. At the sole discretion of the Board of Directors, payment of
all or any portion of the exercise price under any Option granted under the Plan
and any applicable withholding requirements may be made by reducing the number
of Shares otherwise deliverable pursuant to the Option by the number of such
Shares having a Fair Market Value equal to the exercise price.
 
F. EXERCISE/SALE. At the sole discretion of the Board of Directors on or after
an Initial Public Offering, payment may be made in whole or in part by the
delivery (on a form prescribed by the Company) of an irrevocable direction to a
securities broker approved by the Company to sell Shares acquired upon the
exercise of the Option or purchase of an Award and to deliver all or part of the
sales proceeds to the Company in payment of all or part of the purchase price
and any withholding requirements.
 
G. EXERCISE OF DISCRETION. Should the Board of Directors exercise its sole
discretion to permit the participant to pay the exercise price of an Award in
whole or in part in accordance with Subsections (b) through (f) above, it shall
not be bound to permit such alternative method of payment for the remainder of
any such Award or with respect to any other Award or participant under the Plan.
 
SECTION 9. TERMINATION OF SERVICE.
 
A. TERMINATION OF SERVICE. If a participant's Service terminates for any reason,
then unless the Award agreement provides otherwise:
 
      (i)   Options. Outstanding Options shall expire on the earlier of: (A) the
            expiration of their term, (B) twelve (12) months following
            termination of the participant's Service as a result of death,
            Disability or Retirement, (C) twelve (12) months following
            termination of the participant's Service without Cause, or (D) the
            date of termination of the participant's Service if such termination
            is for Cause or if such termination is voluntary by the participant.
            However, a participant (or in the case of the participant's death or
            Disability, the participant's representative) may exercise all or a
            part of the participant's Options at any time before the expiration
            of such Options under the preceding sentence only to the extent that
            such Options had become exercisable for vested Shares (in accordance
            with the terms of such Option or otherwise under the Plan) on or
            before the date the participant's Service terminates. The balance of
            the Options (which are not exercisable and vested on the date
            participant's Service terminates) shall lapse when the participant's
            Service terminates. If an ISO is not exercised within three (3)
            months after a participant's employment terminates, then unless such
            participant's employment termination is due to his death or
            Disability, the ISO shall be treated as a Nonstatutory Option; and
 
 
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      (ii)  Stock Awards. The terms of the applicable Stock Award agreement
            shall govern the terms and conditions of a participant's Award with
            respect to termination of service.
 
B. LEAVE OF ABSENCE. For purposes of this Section, Service shall be deemed to
continue while a participant is a bona fide leave of absence, if such leave is
approved by the Company or applicable Subsidiary in writing or if continued
crediting of service for this purpose is expressly required by the terms of such
leave or by applicable law (as determined by the Board of Directors).
 
SECTION 10. ADJUSTMENT OF SHARES.
 
A. GENERAL. If there shall be a Recapitalization, an adjustment shall be made to
the number of shares authorized by Section 4 hereof and each outstanding Award
such that each such Award shall thereafter be exercisable or payable, as the
case may be, in such securities, cash and/or other property as would have been
received in respect of Shares subject to such Award had such Award been
exercised and/or settled in full immediately prior to such Recapitalization and
such an adjustment shall be made successively each time any such change shall
occur. In addition, in the event of any Recapitalization, to prevent dilution or
enlargement of participants' rights under the Plan, the Board of Directors
shall, and will have the authority, to adjust, in a fair and equitable manner,
the number and kind of Shares that may be issued under the Plan, the number and
kind of Shares subject to outstanding Awards, and the purchase price applicable
to outstanding Awards. Should the vesting of any Award be conditioned upon the
Company's attainment of performance conditions, the Board of Directors may make
such adjustments to the terms and conditions of such Awards and the criteria
therein to recognize unusual and nonrecurring events affecting the Company or in
response to changes in applicable laws, regulations or accounting principles.
Notwithstanding the foregoing, the Board of Directors shall not without a
participant's consent make any adjustment to an ISO that does not comply with
the rules of Section 424(a) of the Code or would otherwise cause the ISO to fail
to qualify as an ISO for purposes of Section 422 of the Code.
 
B. MERGERS AND CONSOLIDATIONS. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise, or in the event of any other transaction that
constitutes a Change in Control, outstanding Awards shall be subject to the
agreement of merger or consolidation. Such agreement, without the participants'
consent, may provide for:
 
      (i)   The continuation or assumption of such outstanding Awards under the
            Plan by the Company (if it is the surviving corporation) or by the
            surviving corporation or its parent;
 
      (ii)  The substitution by the surviving corporation or its parent of stock
            awards with substantially the same terms for such outstanding
            Awards;
 
      (iii) The acceleration of the vesting of or right to exercise such
            outstanding Awards immediately prior to or as of the date of the
            merger or consolidation, and the expiration of such outstanding
            Awards to the extent not vested, or not timely
 
 
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            exercised or purchased by the date of the merger or consolidation or
            other date thereafter designated by the Board of Directors; or
 
      (iv)  The cancellation of all or any portion of such outstanding Awards by
            a cash payment of the excess, if any, of the fair market value of
            the Shares subject to such outstanding Awards or portion thereof
            being canceled over the purchase price with respect to such Awards
            or portion thereof being canceled.
 
SECTION 11. SECURITIES LAW REQUIREMENTS.
 
A. SHARES NOT REGISTERED. Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange or
other securities market on which the Company's securities may then be traded.
Except as may be provided in an Award agreement, the Company shall not be
obligated to file any registration statement under any applicable securities
laws to permit the purchase or issuance of any Shares under the Plan, and
accordingly any certificates for Shares may have an appropriate legend or
statement of applicable restrictions endorsed thereon. Each participant and any
person deriving its rights from any participant shall, as a condition to the
exercise or purchase of an Award under the Plan, deliver to the Company an
agreement or certificate containing such representations, warranties and
covenants as the Company may deem necessary or appropriate to ensure that the
issuance of Shares is not required to be registered under any applicable
securities laws.
 
B. CALIFORNIA PARTICIPANTS. If an Award shall be granted to a participant based
in California, then such Award shall meet the additional requirements set forth
in Appendix I.
 
SECTION 12. GENERAL TERMS.
 
A. NONTRANSFERABILITY OF AWARDS. No Award (other than vested, unrestricted Stock
Awards) may be transferred, assigned, pledged or hypothecated by any participant
during the participant's lifetime, whether by operation of law or otherwise, or
be made subject to execution, attachment or similar process, except by
beneficiary designation, will or the laws of descent and distribution. Subject
to the limitations contained in this Section, an Option or other right to
acquire Shares under the Plan, may be exercised during the lifetime of the
participant only by the participant or by the participant's guardian or legal
representative. Such Option or other right shall not be transferable and shall
be exercisable only by the participant to whom such right was granted, except in
the case of a transfer by the participant to its affiliate with the prior
written consent of the Board of Directors in its sole discretion.
 
B. RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued under the Plan shall be
subject to such vesting and special forfeiture conditions, repurchase rights,
rights of first offer and other transfer restrictions as the Board of Directors
may determine. Such restrictions shall be set forth in the applicable Award
agreement, and shall apply in addition to any restrictions that may apply to
holders of Shares generally.
 
 
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C. WITHHOLDING REQUIREMENTS. As a condition to the receipt of Shares pursuant to
the purchase, receipt or vesting of Shares pursuant to an Award, a participant
shall make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding obligations
that may arise in connection with such receipt or purchase. The participant
shall also make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding obligations
that may arise in connection with the disposition of Shares acquired pursuant to
the exercise of an Option.
 
D. NO RETENTION RIGHTS. Nothing in the Plan or in any Award granted under the
Plan shall confer upon a participant any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Parent or Subsidiary employing or retaining
the participant) or of the participant, which rights are hereby expressly
reserved by each, to terminate his or her Service at any time and for any
reason, with or without Cause.
 
E. UNFUNDED PLAN. Participants shall have no right, title or interest whatsoever
in or to any investments which the Company may make to aid it in meeting its
obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, nor a fiduciary relationship between the Company and any participant,
beneficiary, legal representative or any other person. To the extent that any
person acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the rights of an unsecured general creditor
of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts. The Plan
is not intended to be subject to the Employee Retirement Income Security Act of
1974, as amended.
 
SECTION 13. DURATION AND AMENDMENTS.
 
A. TERM OF THE PLAN. The Plan, as set forth herein, shall become effective on
the date of its adoption by the Board of Directors, subject to the approval of
the majority of the Company's stockholders. If a majority of the stockholders
fail to approve the Plan within 12 months of its adoption by the Board of
Directors, any Awards that have already been made shall be rescinded, and no
additional Awards shall be made thereafter under the Plan. The Plan shall
terminate automatically on the day preceding the tenth anniversary of its
adoption by the Board of Directors unless earlier terminated pursuant to
Subsection (b) below.
 
B. RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may amend,
suspend or terminate the Plan at any time and for any reason; provided, however,
that any amendment of the Plan which increases the maximum number of Shares
issuable to any person or available for issuance under the Plan in the aggregate
(except as provided in Section 10), changes the legal entity authorized to make
Awards under this Plan from the Company (or its successor) to any other legal
entity or which materially changes the class of persons who are eligible for the
grant of ISOs, shall be subject to the approval of the Company's stockholders.
Stockholder approval shall not be required for any other amendment of the Plan.
 
 
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C. EFFECT OF AMENDMENT OR TERMINATION. Any amendment of the Plan shall not
adversely affect in any material respect any participant's rights under any
Award previously made or granted under the Plan without the participant's
consent. No Shares shall be issued or sold under the Plan after the termination
thereof, except pursuant to an Award granted prior to such termination. The
termination of the Plan shall not affect any Awards outstanding on the
termination date.
 
D. MODIFICATION, EXTENSION AND ASSUMPTION OF AWARDS. Within the limitations of
the Plan, the Board of Directors may modify, extend or assume outstanding Awards
or may provide for the cancellation of outstanding Awards in return for the
grant of new Awards for the same or a different number of Shares and at the same
or a different price. The foregoing notwithstanding, no modification of an
Awards shall, without the consent of the participant, materially impair the
participant's rights or increase the participant's obligations under such Award
or impair the economic value of any such Award.
 
SECTION 14. DEFINITIONS.
 
A. "AFFILIATE" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person or, with
respect to any individual, such individual's spouse and descendants (whether
natural or adopted) and any trust, partnership, limited liability company or
similar vehicle established and maintained solely for the benefit of (or the
sole members or partners of which are) such individual, such individual's spouse
and/or such individual's descendants.
 
B. "AWARD" shall mean an Option or a Stock Award.
 
C. "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company, as
constituted from time to time.
 
D. "CAUSE" shall mean with respect to a participant "Cause" as defined in any
employment agreement between the participant and the Company (or, if applicable,
the Subsidiary or Affiliate employing the participant) or if the participant is
not a party to an employment agreement or "cause" is not defined therein, the
following, in any case unless another meaning is specifically provided by the
Board of Directors or in the participant's Award agreement:
 
      (i)   Any conviction or plea of guilty or nolo contendere to a felony,
 
      (ii)  Any willful misconduct or gross negligence, or
 
      (iii) Any willful breach of any written policy or any confidential or
            proprietary information, non-compete or non-solicitation covenant
            for the benefit of the Company or any of its Affiliates.
 
E. "CHANGE IN CONTROL" shall mean the consummation of a transaction, whether in
a single transaction or in a series of related transactions that are consummated
contemporaneously (or consummated pursuant to contemporaneous agreements), with
any other party or parties, other than an Affiliate of any of Fidelity National
Financial, Inc. ("FNF"), Thomas H. Lee Equity Fund V, L.P. or TPG Partners IV,
L.P. on an arm's-length basis, pursuant to which (a) a party or
 
 
                                       9
 
<PAGE>
 
group (as defined under Rule 13d under the Securities Exchange Act of 1934, as
amended) who is not a stockholder of the Company on March 9, 2005, acquires,
directly or indirectly (whether by merger, stock purchase, recapitalization,
reorganization, redemption, issuance of capital stock or otherwise), more than
50% of the voting stock of the Company, (b) such party or parties, directly or
indirectly, acquire assets constituting all or substantially all of the assets
of the Company and its subsidiaries on a consolidated basis, or (c) prior to an
initial public offering of the Company common stock pursuant to an offering
registered under the Securities Act, at the time at which any party or group (as
defined under Rule 13d under the Securities Exchange Act of 1934, as amended),
other than (i) THL, (ii) TPG or (iii) FNF, or their respective Affiliates, has
the ability to elect, directly or indirectly, a majority of the Board of
Directors.
 
A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.
 
F. "CODE" shall mean the Internal Revenue Code of 1986, as amended.
 
G. "COMMITTEE" shall mean a committee of the Board of Directors, as described in
Section 2(a).
 
H. "COMPANY" shall mean Fidelity National Information Services, Inc., a Delaware
corporation.
 
I. "DISABILITY" shall mean with respect to a participant, (i) "disability" as
defined in any employment agreement between the participant and the Company (or,
if applicable, the Subsidiary or Affiliate employing the participant) or (ii) if
the participant is not a party to an employment agreement or "disability" is not
defined therein, the participant's inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment, as determined by the Board of Directors in its sole discretion,
unless another meaning is specifically provided in the participant's Award
agreement; provided, however, that in either case and solely for purposes of
determining whether an Option continues to qualify as an ISO, Disability shall
have the meaning described in Section 22(e)(3) of the Code.
 
J. "FAIR MARKET VALUE" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.
 
K. "INITIAL INVESTORS" shall mean THL and TPG, collectively.
 
L. "INITIAL PUBLIC OFFERING" shall mean a firm commitment underwritten public
offering of Shares or other event the result of which is that Shares are
tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ
National Market or similar market system.
 
M. "ISO" shall mean an incentive stock option described in Section 422(b) of the
Code.
 
N. "NONSTATUTORY OPTION" shall mean a stock option not described in Sections
422(b) of the Code.
 
 
                                       10
<PAGE>
 
O. "OPTION" shall mean an ISO or Nonstatutory Option granted under the Plan and
entitling the holder to purchase Shares.
 
P. "PARENT" shall mean any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. A corporation that attains the status of a Parent on a date after
the adoption of the Plan shall be considered a Parent commencing as of such
date.
 
Q. "PERSON" shall be construed broadly and shall include, without limitation, an
individual, a partnership, an investment fund, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.
 
R. "PLAN" shall mean this Fidelity National Information Services, Inc. Stock
Incentive Plan.
 
S. "RECAPITALIZATION" shall mean an event or series of events affecting the
capital structure of the Company such as a stock split, reverse stock split,
stock dividend, extraordinary cash dividend, distribution, recapitalization,
combination or reclassification of the Company's securities.
 
T. "SERVICE" shall mean service as an employee, director or consultant of the
Company or any Subsidiary or Affiliate. A participant's Service shall not be
deemed to have terminated until the Participant ceases to provide Service to the
Company or any Subsidiary or Affiliate.
 
U. "SHARE" shall mean one share of common stock of the Company, with a par value
of $.0001 per Share.
 
V. "STOCK AWARD" shall have the meaning described in Section 7(a).
 
W. "SUBSIDIARY" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.
 
X. "TEN PERCENT STOCKHOLDERS" shall have them meaning described in Section
6(b)(iii).
 
Y. "THL" means collectively, Thomas H. Lee Equity Fund V, L.P., a Delaware
limited partnership, Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman
Fund V, L.P., 1997 Thomas H. Lee Nominee Trust, Thomas H. Lee Investors Limited
Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees'
Securities Company I LLC, and Putnam Investments Employees' Securities Company
II, LLC.
 
 
                                       11
<PAGE>
 
Z. "TPG" means collectively, TPG Partners III, L.P., TPG Parallel III, L.P., TPG
Investors III, L.P., FOF Partners III, L.P., FOF Partners III-B, L.P., TPG Dutch
Parallel III, C.V., and TPG Partners IV, L.P..
 
SECTION 15. MISCELLANEOUS.
 
A. CHOICE OF LAW. This Plan shall be governed by, and construed in accordance
with, the laws of the State of Delaware, as such laws are applied to contracts
entered into and performed in such State.
 
B. EXECUTION. To record the adoption of the Plan by the Board of Directors, the
Company has caused its authorized officer to execute the same.
 
                                   FIDELITY NATIONAL INFORMATION SERVICES, INC.
 
 
                                   By: /s/ _________________
 
 
                                   Title: President
 
 
                                       12
 
<PAGE>
 
 
                                   APPENDIX I
                     CALIFORNIA SECURITIES LAW REQUIREMENTS
 
The terms of this Appendix I apply only to Awards that would be subject to
Section 25110 of the California Corporations Code or any successor law but for
the exemption contained in Section 25102(o) of the California Corporation Code
(or any successor law). For purposes of determining the applicability of the
California securities law requirements contained in this Subsection, all Awards
shall be deemed made in the State in which the participant is principally
employed by the Company or any Parent or Subsidiary (as determined by the
employer's records) on the date of grant or issuance of the Award. Except as
modified by the provisions of this Appendix I, all the other relevant provisions
of the Plan shall be applicable to such Awards.
 
            (i) Number of Securities. At no time shall the total number of
      securities issuable upon exercise of all outstanding Awards and the total
      number of Shares provided for under this or any stock bonus or similar
      plan or agreement of the Company exceed the applicable percentage
      calculated in accordance with Title 10 California Code of Regulations,
      Chapter 3, Subchapter 2, Article 4, Subarticle 4, Section 260.140.45.
 
            (ii) Exercise Price. The Exercise Price of an Option shall not be
      less than eighty-five percent (85%) of the Fair Market Value on the date
      of grant (one hundred ten percent (110%) of the Fair Market Value on the
      date of grant for an Option granted to Ten Percent Stockholders).
 
            (iii) Purchase Price. The purchase price of an Award of Shares shall
      not be less than eighty-five percent (85%) of the Fair Market Value on the
      date of issuance (one hundred percent (100%) of the Fair Market Value on
      the date of issuance for an Award granted to Ten Percent Stockholders).
 
            (iv) Vesting and Exercisability. Except in the case of an Option
      granted to a Consultant, officer of the Company (or any Parent or
      Subsidiary), or any member of the Board of Directors, each Option shall
      become exercisable and vested with respect to at least twenty percent
      (20%) of the total number of Shares subject to such Option each year,
      beginning no later than one (1) year after the date of grant.
 
            (v) Repurchase Rights. Except in the case of an Award granted or
      issued to a Consultant, officer of the Company (or any Parent or
      Subsidiary), or any member of the Board of Directors, any rights of the
      Company to repurchase Shares acquired under the Plan applicable to a
      participant whose Service terminates:
 
            (A)   Shall be exercised by the Company (if at all) within ninety
                  (90) days after the date the participant's Service terminates
                  (or for Shares upon the exercise of an Award after Service
                  terminates, within ninety (90) days after the date of such
                  exercise) and shall terminate on the date of an Initial Public
                  Offering, and
 
            (B)   Shall lapse at the rate of at least twenty percent (20%) of
                  the Shares subject to such Award per year (regardless of the
                  portion of the Award exercised or exercisable), with the
                  initial lapse to occur no later than one (1) year after the
                  date of grant, to the extent the repurchase right permits
                  repurchase at less than
 
 
 
<PAGE>
 
                  Fair Market Value. Any repurchase right shall not be
                  exercisable for less than the original purchase price paid by
                  a participant.
 
            (vi) Limited Transferability Rights.
 
            (A)   A Nonstatutory Option or other right to acquire shares (other
                  than an ISO) may, to the extent permitted by the Board of
                  Directors, be assigned in whole or in part during the
                  participant's lifetime (1) as a gift to one or more members of
                  the participant's immediate family or (2) by instrument to an
                  inter vivos or testamentary trust in which such Award is to be
                  passed to beneficiaries upon the death of the trustor
                  (settlor). The terms applicable to the assigned portion shall
                  be the same as those in effect for the Award immediately prior
                  to such assignment and shall be set forth in such documents
                  issued to the assignee as the Board of Directors may deem
                  appropriate.
 
            (B)   Except as provided in Subsection (A) above, an Award may not
                  be assigned or transferred other than by will or by the laws
                  of descent and distribution following the participant's death.
 
            (vii) Financial Reports. The Company shall deliver a financial
      statement at least annually to each participant holding Awards or Shares
      issued under the Plan, unless such participant is a key employee whose
      duties in connection with the Company assure such individual access to
      equivalent information.