CHECKFREE CORP \GA\, PRER14A, 2000-09-18

CHECKFREE CORP \GA\
PRER14A, 2000-09-18
BUSINESS SERVICES, NEC

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<PAGE> 1
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X| Preliminary Proxy Statement (Amendment No. 1)

|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

CHECKFREE CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of Securities to which asset purchase
applies:

--------------------------------------------------------------

2) Aggregate number of securities to which asset purchase
applies:

--------------------------------------------------------------

3) Per unit price or other underlying value of asset purchase
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

--------------------------------------------------------------

4) Proposed maximum aggregate value of asset purchase:

--------------------------------------------------------------

5) Total fee paid:
-----------------------------------------------

|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed

Notes:

<PAGE> 2
CHECKFREE CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD

NOVEMBER 1, 2000

AND

PROXY STATEMENT

================================================================================

IMPORTANT

PLEASE MARK, SIGN AND DATE YOUR PROXY
AND PROMPTLY RETURN IT TO US IN THE ENCLOSED ENVELOPE

<PAGE> 3
CHECKFREE CORPORATION
4411 East Jones Bridge Road
Norcross, Georgia 30092

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

October 2, 2000
To Our Stockholders:

Our annual meeting of stockholders will be held at our headquarters,
4411 East Jones Bridge Road, Norcross, Georgia, on Wednesday, November 1, 2000,
at 4:00 p.m., local time, for the following purposes:

(1) To elect two Class II Directors each to serve for a three-year
term expiring at the 2003 annual meeting of stockholders.

(2) To increase the number of authorized shares of the Company
from 165,000,000 to 550,000,000, consisting of 500,000,000
shares of common stock, $.01 par value, 48,500,000 shares of
preferred stock, $.01 par value, and 1,500,000 shares of
Series A Junior Participating Cumulative Preferred Stock, $.01
par value.

(3) To consider and act upon a proposed amendment to the Company's
1995 Stock Option Plan to increase the number of shares of the
Company's common stock issuable upon exercise of stock options
under the 1995 Stock Option Plan from 8,000,000 shares to
12,000,000 shares.

(4) To transact any other business which may properly come before
the meeting or any adjournment thereof.

You will be most welcome at the meeting, and we hope you can attend.
Our directors and officers and representatives of our independent public
accountants will be present to answer your questions and to discuss our
business.

We urge you to execute and return the enclosed proxy as soon as
possible so that your shares may be voted in accordance with your wishes. You
may also submit your proxy or voting instructions by telephone or the Internet.
If you are a holder of record, you may also cast your vote in person at the
annual meeting. If your shares are held in account at a brokerage firm or bank,
you must instruct them on how to vote your shares.

By Order of the Board of Directors,

Curtis A. Loveland
Secretary

-----------------------------------------------------
PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
-----------------------------------------------------

<PAGE> 4
CHECKFREE CORPORATION
4411 East Jones Bridge Road
Norcross, Georgia 30092

-----------------------------

PROXY STATEMENT

-----------------------------

ANNUAL MEETING OF STOCKHOLDERS

NOVEMBER 1, 2000

-----------------------------

This proxy statement is furnished to you in connection with the
solicitation of proxies to be used in voting at our annual meeting of
stockholders to be held on November 1, 2000, and at any adjournment thereof. Our
board of directors is soliciting the enclosed proxy. This proxy statement and
the enclosed proxy will be first mailed to our stockholders on approximately
October 2, 2000.

We will bear the cost of the solicitation of proxies, including the
charges and expenses of brokerage firms and others for forwarding solicitation
material to beneficial owners of stock. Our representatives may also solicit
proxies by mail, telegram, telephone, or personal interview.

The shares represented by the accompanying proxy will be voted as
directed if the proxy is properly signed and received by us, or if your vote
your shares by telephone or the Internet, prior to the annual meeting. If no
directions are made to the contrary, your proxy will be voted FOR each of the
proposals set forth in the Notice of Annual Meeting of Stockholders. You can
change your vote at any time before your proxy is voted at the annual meeting in
one of four ways:

o First, by revoking your proxy.

o Second, by submitting a new proxy.

If you choose either of these methods, you must submit your notice of
revocation or new proxy to our Corporate Secretary before the annual meeting. If
your shares are held in an account at a brokerage firm or bank, you should
contact your brokerage firm or bank to change your vote.

o Third, if you are a holder of record, you can attend the
annual meeting and vote in person.

o Fourth, if you submit your proxy or voting instructions
electronically through the Internet or by telephone, you can
change your vote by submitting a proxy at a later date, using
the same procedures, in which case your later submitted proxy
will be recorded and your earlier proxy revoked.

Holders of record of our common stock at the close of business on
September 15, 2000, will be entitled to vote at the annual meeting. At that
time, we had [75,997,926] shares of our common stock outstanding and entitled to
vote. Each share of our common stock outstanding on the record date entitles the
holder to one vote on each matter submitted at the annual meeting.

The presence, in person or by proxy, of a majority of the outstanding
shares of our common stock is necessary to constitute a quorum for the
transaction of business at the annual meeting. Abstentions and broker non-votes
will be counted for purposes of determining the presence or absence of a quorum.
Broker non-votes occur when brokers, who hold their customers' shares in street
name, sign and submit proxies for those shares and vote those shares on some
matters, but not others. Typically, this would occur when brokers have not
received any instructions from their customers, in which case the brokers, as
the holders of record, are permitted to vote on "routine" matters, which
typically include the election of directors.

-4-

<PAGE> 5
The election of the director nominees requires the favorable vote of a
plurality of all votes cast by the holders of our common stock at a meeting at
which a quorum is present. Proxies that are marked "Withhold Authority" and
broker non-votes will not be counted toward a nominee's achievement of a
plurality and, thus, will have no effect. Each other matter to be submitted to
our stockholders for approval or ratification at the annual meeting requires the
affirmative vote of the holders of a majority of the shares of our common stock
present and entitled to vote on the matter. For purposes of determining the
number of shares of our common stock voting on the matter, abstentions will be
counted and will have the effect of a negative vote; broker non-votes will not
be counted and, thus, will have no effect.

ELECTION OF DIRECTORS

Our Restated Certificate of Incorporation provides for a classified
board of directors with three classes. Each class of directors consists, as
nearly as practical, of one-third of the total number of directors. Effective
September 1, 2000, the total number of authorized directors was fixed at eight.
Our board of directors proposes the election of two incumbent Class II Directors
at the 2000 annual meeting of stockholders to continue service as Class II
Directors. Six incumbent Class I and Class III Directors will continue in
office, including:

o James D. Dixon, who was elected on August 3, 2000, as a Class
I director to fill the position created when our board of
directors was expanded from six to seven members;

o Henry C. Duques, who was elected on September 1, 2000, as a
Class I director to fill a vacancy created on the board as a
result of George R. Manser's retirement on August 3, 2000; and

o Lewis Levin, who was elected on September 1, 2000, as a Class
III director to fill the position created when our board of
directors was expanded from seven to eight members.

The nominees for Class II Directors, if elected, will serve for three-year terms
expiring at the 2003 annual meeting of stockholders.

Mark A. Johnson and Eugene F. Quinn are currently Class II Directors
and are being nominated by our board of directors for re-election as Class II
Directors.

It is intended that, unless otherwise directed, the shares represented
by the enclosed proxy will be voted FOR the election of Messrs. Johnson and
Quinn as Class II Directors. In the event that any nominee for director should
become unavailable, the number of our directors may be decreased pursuant to our
By-Laws, or our board of directors may designate a substitute nominee, in which
event the shares represented by the enclosed proxy will be voted for the
substitute nominee.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES FOR DIRECTOR.

The following table sets forth for each nominee and each continuing
director, the person's name, age, and his position with us:

<TABLE>
CLASS II DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 2003)
<CAPTION>

NAME AGE POSITION
----------------- -------------- ------------------------
<S> <C> <C>
Mark A. Johnson 47 Director

Eugene F. Quinn 46 Director

</TABLE>

-5-
<PAGE> 6

<TABLE>
CLASS III DIRECTORS
(TERMS EXPIRE IN 2001)
<CAPTION>
NAME AGE POSITION
----------------- -------------- ------------------------
<S> <C> <C>
Peter J. Kight 44 Chairman of the Board and
Chief Executive Officer

Lewis Levin 43 Director

Jeffrey M. Wilkins 56 Director
</TABLE>

<TABLE>
CLASS I DIRECTORS
(TERMS EXPIRE IN 2002)
<CAPTION>
NAME AGE POSITION
----------------- -------------- ------------------------
<S> <C> <C>
William P. Boardman 59 Director

James D. Dixon 57 Director

Henry C. Duques 57 Director
</TABLE>

Peter J. Kight, our founder, has served as our Chairman and Chief
Executive Officer since December 1997. He also serves as Chairman and Chief
Executive Officer of CheckFree Services Corporation (a position he has held
since 1981), CheckFree Investment Corporation, CheckFree Management Corporation,
CheckFree i-Solutions, Inc., CheckFree i-Solutions Corporation, CheckFree
i-Solutions International, Inc., CheckFree Finance, Inc., CheckFree
International Partner, Inc., and CheckFree TransPoint Holdings Inc. Mr. Kight is
also a director of CheckFree Services Corporation, CheckFree Management
Corporation, CheckFree i-Solutions, Inc., CheckFree i-Solutions Corporation,
CheckFree i-Solutions International, Inc., CheckFree Finance, Inc., CheckFree
International Partner, Inc., and CheckFree TransPoint Holdings Inc. From 1997 to
1999, Mr. Kight served as President of CheckFree Corporation and, from 1981 to
1999, he served as President of CheckFree Services Corporation. Mr. Kight is a
Director of Metatec International, Inc., a publicly-held company that
distributes information utilizing CD-ROM technology.

Mark A. Johnson has served as a Director since 1983. He also serves as
a Director of CheckFree Services Corporation. Mr. Johnson served as our Vice
Chairman from December 1997 to June 2000, as Executive Vice President, Business
Development of CheckFree Services Corporation from 1993 to 1997, as Treasurer of
CheckFree Services Corporation from 1993 to 1996, as Senior Vice President of
CheckFree Services Corporation from 1991 to 1993, and as a Vice President of
CheckFree Services Corporation from 1982 to 1991. Mr. Johnson is a Director of
Claris Corporation, a publicly-held company that develops, markets and supports
client/server financial software applications.

William P. Boardman has served as a Director since July 1996. Mr.
Boardman has been an officer of Bank One Corporation since 1984 and is currently
Senior Executive Vice President.

James D. Dixon has served as a Director since August 2000. Mr. Dixon
has been Executive of Bank of America.com, a 1999 subsidiary of Bank of America,
since February 2000. Mr. Dixon was Group Executive of Bank of America Technology
and Operations, a subsidiary of Bank of America, from September 1998 to February
2000. Mr. Dixon was President of NationsBank Services, Inc., a subsidiary of
NationsBank Corporation, from 1992 until the 1998 merger of NationsBank
Corporation and Bank of America Corporation.

Henry C. Duques has served as a Director since September 2000. Mr.
Duques is the Chairman and Chief Executive Officer of First Data Corporation, a
position he has held since April 1989. Prior to that time Mr. Duques served as
Vice President and Chief Executive Officer of the Data Based Services Group of
American Express Travel Related Services Company, Inc., the predecessor of First
Data Corporation, until April 1989. Mr. Duques is also a director of
theglobe.com and Unisys Corporation, both publicly held companies.

-6-

<PAGE> 7
Lewis Levin has served as a Director since September 2000. Mr. Levin is
Vice President of Microsoft Corporation's Consumer and Commerce Group. Since
joining Microsoft Corporation in 1986, Mr. Levin has served as Vice President of
the Desktop Finance Division, as General Manager of the Excel Group, as Director
of Applications Marketing, as Group Product Manager for the Graphics Business
Unit, and has held a variety of other product marketing positions.

Eugene F. Quinn has served as a Director since 1994. Mr. Quinn is a
principal of Confluence Capital, a private investment firm. From March 1997 to
April 1999, Mr. Quinn served as Senior Vice President for Online and Interactive
Services at MTV Networks, a division of Viacom, Inc. From 1984 to 1997, Mr.
Quinn served as a senior executive at Tribune Company and its Chicago Tribune
subsidiary.

Jeffrey M. Wilkins has served as a Director since 1990. Since August
1989, Mr. Wilkins has served as Chairman, President and Chief Executive Officer
of Metatec Corporation, and its successor Metatec International, Inc., a
publicly-held company which distributes information utilizing CD-ROM technology.

INFORMATION CONCERNING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS,
AND PRINCIPAL STOCKHOLDERS

MEETINGS, COMMITTEES, AND COMPENSATION OF THE BOARD OF DIRECTORS

Our board of directors had a total of eight meetings during the fiscal
year ended June 30, 2000. During fiscal 2000, each of our directors attended 75%
or more of the total number of (i) meetings of our board, and (ii) meetings of
committees of our board on which the director served.

As compensation for their services, each non-employee director receives
semi-annually, stock options under our 1995 Stock Option Plan to acquire 2,000
shares of our common stock. Each non-employee director who serves on a committee
also receives annually options to purchase an additional 4,000 shares of our
common stock. These options will vest 100% after one year and terminate ten
years after grant. In addition, each non-employee director receives
out-of-pocket expenses incurred in connection with attendance at board and
committee meetings. On January 1, 2000, Messrs. Boardman, Manser, Quinn, and
Wilkins were each granted stock options to acquire 4,000 shares of our common
stock at an exercise price of $104.50 per share, and on July 1, 2000, were
granted stock options to purchase another 4,000 shares of our common stock at an
exercise price of $51.56 per share.

Our board of directors has two standing committees: a Stock Option and
Compensation Committee and an Audit Committee. Our Stock Option and Compensation
Committee has the authority to (i) administer our stock option plans, including
the selection of optionees and the timing of option grants; and (ii) review and
monitor key employee compensation policies and administer our management
compensation plans. The members of our Stock Option and Compensation Committee
are Messrs. Quinn (Chairman), Boardman and Dixon. Mr. Dixon replaced Mr. Manser
as a member of the Stock Option and Compensation Committee upon Mr. Manser's
retirement on August 3, 2000. Our Stock Option and Compensation Committee had a
total of four meetings during fiscal 2000.

Our Audit Committee recommends the annual appointment of our
independent public accountants with whom the Audit Committee reviews the scope
of audit and non-audit assignments and related fees, the accounting principles
used by us in financial reporting, internal financial auditing procedures and
the adequacy of our internal control procedures. Messrs. Dixon (Chairman),
Quinn, and Wilkins serve as members of our Audit Committee. Mr. Dixon replaced
Mr. Manser as Chairman of the Audit Committee upon Mr. Manser's retirement on
August 3, 2000. Our Audit Committee had a total of five meetings during fiscal
2000.

EXECUTIVE OFFICERS

In addition to Peter J. Kight, the following persons are our executive
officers:

Peter F. Sinisgalli, age 44, has served as our President since May
1999. He also has served as President of CheckFree Services Corporation since
May 1999, as Chief Operating Officer of CheckFree Services Corporation since
November 1996, and as President of CheckFree Investment Corporation, CheckFree
Management Corporation,

-7-

<PAGE> 8
CheckFree i-Solutions, Inc., CheckFree i-Solutions Corporation, CheckFree
i-Solutions International, Inc., CheckFree Finance, Inc., CheckFree
International Partner, Inc., and CheckFree TransPoint Holdings Inc. Mr.
Sinisgalli also serves as a director of CheckFree Services Corporation. From
1994 to 1996, Mr. Sinisgalli was Executive Vice President and Chief Financial
Officer of Dun & Bradstreet Software. From 1993 to 1994, Mr. Sinisgalli was
Senior Vice President--Group Finance of Dun & Bradstreet Corporation. From 1990
to 1992, Mr. Sinisgalli held various positions with Nielson Media Research, a
division of Dun & Bradstreet Corporation.

David E. Mangum, age 34, has served as our Executive Vice President and
Chief Financial Officer since July 2000. He also has served as Executive Vice
President and Chief Financial Officer of CheckFree Services Corporation since
July 2000, as Executive Vice President and Treasurer of CheckFree Investment
Corporation, CheckFree Management Corporation, CheckFree i-Solutions, Inc.,
CheckFree i-Solutions Corporation, and CheckFree i-Solutions International,
Inc., since August 2000, and as Executive Vice President and Treasurer of
CheckFree Finance, Inc., CheckFree International Partner, Inc., and CheckFree
TransPoint Holdings Inc. since September 2000. From September 1999 to June 2000,
Mr. Mangum served as our Senior Vice President, Finance and Accounting. From
July 1998 to September 1999, he worked as Vice President, Finance and
Administration, Managed Systems Division for Sterling Commerce, Inc. Prior to
that, Mr. Mangum worked as the Director of Finance for XcelleNet, Inc. from
February 1997 to July 1998. From May 1993 to January 1997, Mr. Mangum served as
Director of Finance for Dun & Bradstreet Software.

Allen L. Shulman, age 52, has served as our Executive Vice President
since August 1998 and as General Counsel since May 1997. He also serves as
Executive Vice President and General Counsel of CheckFree Services Corporation,
and as Executive Vice President of CheckFree Investment Corporation, CheckFree
Management Corporation, CheckFree i-Solutions, Inc., CheckFree i-Solutions
Corporation, CheckFree i-Solutions International, Inc., CheckFree Finance, Inc.,
CheckFree International Partner, Inc., and CheckFree TransPoint Holdings Inc.
Mr. Shulman is also a director of CheckFree Investment Corporation and CheckFree
Management Corporation. From August 1998 to June 2000, Mr. Shulman served as our
Chief Financial Officer, and from May 1997 to August 1998, he served as our
Senior Vice President. Immediately prior to joining us, Mr. Shulman was the
managing attorney for the Atlanta office of Horvath & Lieber, P.C. From 1983 to
1996, Mr. Shulman was General Counsel and Chief Financial Officer for United
Refrigerated Services, Inc.

Lynn D. Busing, age 48, has served as our Executive Vice President
since December 1997. He has also served as Executive Vice President, FI Field
Operations of CheckFree Services Corporation since November 1999. Prior to that,
Mr. Busing served as Executive Vice President, Corporate Banking of CheckFree
Services Corporation from August 1999 to November 1999, and as Executive Vice
President, Account Management of CheckFree Services Corporation from February
1996 to August 1999. Mr. Busing was Senior Vice President of Servantis Systems
Holdings, Inc. from 1993 to 1996. From 1987 to 1993, Mr. Busing held various
management positions with Digital Equipment Corporation.

Ravi Ganesan, age 34, has served as our Vice Chairman since July 2000.
He has also served as Vice Chairman of CheckFree Services Corporation since
August 2000, and as Chief Technology Officer of CheckFree Services Corporation
since January 1997. From January 1997 to June 2000, Mr. Ganesan served as our
Executive Vice President. From 1990 to 1997, Mr. Ganesan held various positions
with Bell Atlantic, most recently as Vice President, Distributed Operations &
Information Technology from 1995 to 1997.

Matthew S. Lewis, age 35, has served as our Executive Vice President
since August 1999. He has also served as Executive Vice President, EC Product
Management and Marketing of CheckFree Services Corporation since January 1998.
Prior to that, Mr. Lewis served as our Senior Vice President from December 1997
to August 1999, and

-8-

<PAGE> 9
as Vice President, Corporate Strategy and Communications for CheckFree Services
Corporation from March 1996 to December 1997. From 1988 to 1996, Mr. Lewis held
various positions at BankSouth Corporation, including Vice President, Corporate
Affairs, Director of Compliance and Director of Communications and Manager of
Public Relations.

John J. Limbert, age 53, has served as our Executive Vice President
since August 1998. He has also served as Executive Vice President, EC Customer
Operations since May 1998. From 1977 to 1997, Mr. Limbert was employed at Banc
One Corporation in various capacities, most recently as the head of its Eastern
Region Consumer Banks.

Gary A. Luoma, Jr., age 43, has served as our Vice President, Chief
Accounting Officer and Assistant Secretary since December 1997. He has also
served as Vice President, Chief Accounting Officer and Assistant Secretary of
CheckFree Services Corporation (a position he has held since April 1997), and as
Vice President and Assistant Secretary of CheckFree Investment Corporation,
CheckFree Management Corporation, CheckFree i-Solutions, Inc., CheckFree
i-Solutions Corporation, CheckFree i-Solutions International, Inc., CheckFree
Finance, Inc., CheckFree International Partner, Inc., and CheckFree TransPoint
Holdings Inc. Mr. Luoma is also a director of CheckFree Management Corporation.
From 1995 to 1997, Mr. Luoma served as Vice President of Finance, Americas
Operations and Assistant Secretary and, from 1990 to 1995, as Director of
Finance, Planning and Analysis at Dun & Bradstreet Software. From 1983 to 1990,
Mr. Luoma held various financial positions with the American Security Group,
including Assistant Treasurer, Assistant Controller and Internal Audit Manager.
From 1980 to 1983, Mr. Luoma served as a Certified Public Accountant on the
audit staff of Ernst & Whinney.

Curtis A. Loveland, age 53, has served as our Secretary since December
1997. He also serves as Secretary of CheckFree Services Corporation (a position
he has held since 1983), CheckFree Investment Corporation, CheckFree Management
Corporation, CheckFree i-Solutions, Inc., CheckFree i-Solutions Corporation,
CheckFree i-Solutions International, Inc., CheckFree Finance, Inc., CheckFree
International Partner, Inc., and CheckFree TransPoint Holdings Inc. Mr. Loveland
has been associated with the law firm of Porter, Wright, Morris & Arthur LLP
since 1973 and a partner since 1979.

Keven M. Madsen, age 40, has served as our Vice President since
December 1997 and as Treasurer since August 1998. He has also served as Vice
President and Treasurer of CheckFree Services Corporation (a position he has
held since July 1997), and as Vice President and Assistant Treasurer of
CheckFree Investment Corporation, CheckFree Management Corporation, CheckFree
i-Solutions, Inc., CheckFree i-Solutions Corporation, CheckFree i-Solutions
International, Inc., CheckFree Finance, Inc., CheckFree International Partner,
Inc., and CheckFree TransPoint Holdings Inc. Mr. Madsen also serves as a
director of CheckFree Investment Corporation and CheckFree Management
Corporation. From December 1997 to August 1998, he served as our Assistant
Treasurer. From 1996 to 1998, Mr. Madsen served as Director of Tax & Treasury
and Assistant Treasurer of CheckFree Services Corporation. From 1990 to 1996,
Mr. Madsen served as Manager of Corporate Tax and Treasury for Dun & Bradstreet
Software. Prior to 1990, Mr. Madsen was a Certified Public Accountant in the
audit and tax divisions of Arthur Andersen & Co.

Randal A. McCoy, age 37, has served as our Executive Vice President
since August 1999. He has also served as Executive Vice President, EC
Development of CheckFree Services Corporation since August 1999. Prior to that,
Mr. McCoy served as Senior Vice President, Electronic Commerce Development of
CheckFree Services Corporation from February 1998 to August 1999, and as Vice
President, Genesis Platform Development of CheckFree Services Corporation from
May 1997 to February 1998. From 1990 to 1997, Mr. McCoy was Vice President,
Corporate Banking Development at Servantis Systems, Inc. Prior to that, Mr.
McCoy worked as a large systems architect at BellSouth Corporation.

Terrie O'Hanlon, age 39, has served as our Senior Vice President,
Corporate Communications and Investor Relations since June 1998. She has also
served as Senior Vice President, Corporate Communications and Investor Relations
of CheckFree Services Corporation since August 1999. From June 1998 to August
1999, she served as Senior Vice President, Communications and Media Relations of
CheckFree Services Corporation. From 1997 to 1998, Ms. O'Hanlon served as Vice
President, Corporate Communications at Medaphis Corporation. From 1995 to 1997,
Ms. O'Hanlon was Corporate Communications Director of Dun & Bradstreet Software.
From 1990 to 1995, Ms. O'Hanlon served as Vice President of Crescent
Communications.

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<PAGE> 10
Stephen Olsen, age 40, has served as our Executive Vice President since
August 1999. He has also served as Executive Vice President, Chief Information
Officer of CheckFree Services Corporation since November 1999. Prior to that,
Mr. Olsen served as our Senior Vice President from December 1997 to August 1999,
as Executive Vice President, EC Information Technology Operations of CheckFree
Services Corporation from August 1999 to November 1999 and as Senior Vice
President and Chief Information Officer of CheckFree Services Corporation from
March 1997 to August 1999. From 1996 to 1997, Mr. Olsen served as Vice
President, Chief Information Officer of Geac Computer Corporation. From 1990 to
1996, Mr. Olsen served as Vice President, Chief Information Officer of Dun &
Bradstreet Software.

Harley J. Ostis, age 43, has served as our Executive Vice President
since January 1999. He has also served as Executive Vice President, Human
Resources and Administration of CheckFree Services Corporation since January
1999. Mr. Ostis also serves as a director of CheckFree Management Corporation.
From 1981 to 1999, Mr. Ostis held various positions with Harris Corporation,
most recently as Vice President, Human Resources and Quality for Lanier
Worldwide, a division of Harris Corporation.

Francis X. Polashock, age 45, has served as our Executive Vice
President since December 1997. He also serves as Executive Vice President and
President, CheckFree Investment Services of CheckFree Services Corporation (a
position he has held since June 1999). From May 1997 to June 1999, Mr. Polashock
served as Executive Vice President and General Manager, Investment Services
Division of CheckFree Services Corporation. From 1981 to 1993, Mr. Polashock
held several management positions within Dun & Bradstreet Corporation, most
recently as General Manager of Asia Pacific and Latin America. From 1993 to
1997, Mr. Polashock was involved with several entrepreneurial ventures targeted
at the Chinese marketplace.

Glen Sarvady, age 38, has served as our Senior Vice President,
Operations Strategy since May 2000. He has also served as Vice President,
Operations Strategy and Planning of CheckFree Services Corporation since August
1999. Prior to that, Mr. Sarvady served as Vice President, Operations Strategy
and Planning of CheckFree Corporation from August 1999 to May 2000, as Vice
President, Financial Planning and Analysis of CheckFree Services Corporation
from August 1998 to August 1999, and as Vice President, Business Development of
CheckFree Services Corporation from 1997 to 1998. From 1988 to 1997, Mr. Sarvady
held a variety of financial management positions with Dun & Bradstreet
Corporation, most recently as Vice President, Finance of Dun & Bradstreet
Software.

Officers are elected annually by the board of directors and serve at
its discretion. There are no family relationships among our directors and
executive officers.

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<PAGE> 11
OWNERSHIP OF OUR COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding beneficial
ownership of our common stock by each of our directors, each of our executive
officers named in the Summary Compensation Table, and our directors and
executive officers as a group as of September 1, 2000:

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)(2)
--------------------------------
STOCKHOLDER NUMBER PERCENT
----------------------------------------------- ------------- ------------
<S> <C> <C>
Peter J. Kight (3) 6,452,617 8.4%

Mark A. Johnson (4) 1,437,380 1.9%

Peter F. Sinisgalli 67,494 *

Ravi Ganesan 58,399 *

Francis X. Polashock 52,334 *

William P. Boardman 19,216 *

James D. Dixon 0 *

Henry C. Duques 0 *

Lewis Levin 0 *

Eugene F. Quinn 28,000 *

Jeffrey M. Wilkins 8,000 *

All directors and executive officers as a group
(24 people) (3)(4) 8,384,136 10.9%
</TABLE>

----------
* Represents beneficial ownership of less than 1% of our outstanding
common stock.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting
power and/or investment power with respect to those shares.

(2) Includes shares purchasable within 60 days after September 1, 2000,
pursuant to the exercise of options covering:

o 726,940 shares for Mr. Kight;
o 56,646 shares for Mr. Johnson;
o 33,458 shares for Mr. Sinisgalli;
o 55,667 shares for Mr. Ganesan;
o 51,000 shares for Mr. Polashock;
o 19,000 shares for Mr. Boardman;
o 24,000 shares for Mr. Quinn,
o 8,000 for Mr. Wilkins, and

o 1,186,382 shares for all directors and executive officers as a
group.

(3) Includes 8,600 shares held by the Peter J. Kight and Teresa J. Kight
1995 Children's Trust, 764,471 shares held by The PJK GRAT 97-1, The
PJK GRAT 97-2, The PJK GRAT 98-1, The PJK GRAT 98-2, The PJK GRAT 98-3
and The PJK GRAT 98-4, and 600,000 shares held by the Peter J. Kight
Irrevocable Trust. Mr. Kight disclaims ownership of these shares in
which he has no pecuniary interest. Does not include 54,850 shares held
by a charitable foundation of which Mr. Kight is the trustee and
disclaims any beneficial ownership.

-11-

<PAGE> 12
(4) Includes 8,786 shares held by the Mark A. Johnson 1997 Irrevocable
Children's Trust. Mr. Johnson disclaims ownership of these shares in
which he has no pecuniary interest.

OWNERSHIP OF COMMON STOCK BY PRINCIPAL STOCKHOLDERS

The following table sets forth information as of September 1, 2000
(except as noted below), relating to the beneficial ownership of our common
stock by each person known us to own beneficially more than 5% of the
outstanding shares of our common stock.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
-----------------------------
STOCKHOLDER NUMBER PERCENT
----------------------------------------------- ------------- -----------
<S> <C> <C>
Microsoft Corporation 8,567,250 11.3%
One Microsoft Way
Redmond, Washington 98052-6399

Peter J. Kight (2)(3) 6,602,617 8.6%
4411 East Jones Bridge Road
Norcross, Georgia 30092

First Data Corporation 6,567,250 8.6%
5660 New Northside Drive, Suite 1400
Atlanta, Georgia 30328-5800

Brown Investment Advisory & Trust Company(4)
Brown Advisory Incorporated 6,190,827 8.1%
19 South Street
Baltimore Maryland 21202
</TABLE>

(2) Includes 726,940 shares purchasable by Mr. Kight pursuant to the
exercise of options within 60 days after August 31, 2000.

(4) Based on information contained in Schedule 13G filed with the
Securities and Exchange Commission on February 14, 2000.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding
compensation paid during our fiscal years ended June 30, 1998, 1999 and 2000 to
our Chief Executive Officer and each of our four other highest compensated
executive officers (collectively, the named executive officers).

-12-

<PAGE> 13
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------ -------------------------
AWARDS
------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
SALARY BONUS AWARD OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)(1)
----------------------------- ------ -------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
PETER J. KIGHT 2000 $420,000 $551,850(2) $ 0 50,000 $ 0
Chairman and Chief Executive 1999 $400,000 $ 0(2) $ 0 100,000 $33,000
Officer 1998 $375,000 $149,813 $ 0 100,000 $33,000

MARK A. JOHNSON(3) 2000 $216,000 $174,480(2) $ 0 12,500 $ 2,000
Vice Chairman, Corporate 1999 $205,000 $ 0(2) $ 0 25,000 $ 1,000
Development and Marketing 1998 $182,000 $ 54,600 $ 0 25,000 $ 1.000

PETER F. SINISGALLI 2000 $294,000 $326,865(2) $312,756(4) 40,000 $ 2,000
President and Chief Operating 1999 $280,000 $ 0(2) $ 0 116,000(5) $ 1,000
Officer 1998 $260,417 $103,125 $ 0 58,000 $ 1,000

RAVI GANESAN 2000 $210,000 $121,800 $ 0 12,500 $ 2,000
Executive Vice President and 1999 $200,000 $ 36,000 $ 0 150,000(5) $ 1,000
Chief Technology Officer 1998 $182,000 $ 40,950 $ 0 100,000 $ 1,000

FRANCIS X. POLASHOCK
Executive Vice President and 2000 $200,000 $106,400 $ 0 7,500 $ 2,000
President Investment Services 1999 $190,000 $ 45,600 $ 0 130,000(5) $ 1,000
Division 1998 $188,965 $ 65,500 $ 0 15,000 $ 1,000
</TABLE>
----------
(1) Includes matching contribution to our 401(k) Plan of $2,000 for Mr.
Johnson, Mr. Sinisgalli, Mr. Ganesan, and Mr. Polashock for fiscal
2000. Includes matching contribution to our 401(k) Plan of $1,000 for
Mr. Johnson, Mr. Sinisgalli, Mr. Ganesan, and Mr. Polashock and $33,000
of debt guarantee compensation for Mr. Kight for fiscal 1999. Includes
matching contribution to our 401(k) Plan of $1,000 for Mr. Johnson, Mr.
Sinisgalli, Mr. Ganesan, and Mr. Polashock and $33,000 of debt
guarantee compensation for Mr. Kight for fiscal 1998 and 1999.

(2) The fiscal 1999 bonuses for Messrs. Kight, Johnson and Sinisgalli were
deferred to fiscal 2000. An additional bonus of $156,000 for Mr. Kight,
$49,200 for Mr. Johnson, and $92,400 for Mr. Sinisgalli over and above
the fiscal 2000 bonus was earned for achievement of our performance
targets for fiscal 2000.

(3) Mr. Johnson retired as Vice Chairman, Corporate Development and
Marketing effective June 30, 2000.

(4) Upon his promotion to President in August 1999, Mr. Sinisgalli was
awarded 12,000 shares of restricted common stock at a fair market value
of $26.063 per share. The stock vests over a five year period dependent
upon Mr. Sinisgalli's continued employment with the Company.

(5) Includes options granted in fiscal 1999 due to repricing of options
granted in fiscal years 1998 and 1997.

-13-

<PAGE> 14
OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information concerning the grant
of stock options to the Named Executive Officers under our 1995 Stock Option
Plan during the 2000 fiscal year:

<TABLE>
INDIVIDUAL GRANTS (1)
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL POTENTIAL REALIZED VALUE AT
UNDERLYING OPTIONS GRANTED EXERCISE ASSUMED ANNUAL RATES OF
OPTIONS GRANTED TO EMPLOYEES IN PRICE EXPIRATION STOCK PRICE APPRECIATION FOR
NAME (#) FISCAL YEAR(2) ($/SHARE) DATE OPTION TERMS (3)(4)
------------------------------------------------------------------------------------------------------------------
5%($) 10%($)
------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Peter J. Kight 50,000 3.4% $104.50 2010 $3,285,975 $8,327,305

Mark A. Johnson 12,500 0.8% $104.50 2010 $ 821,494 $2,081,826

Peter F. Sinisgalli 40,000 2.7% $104.50 2010 $2,628,780 $6,661,844

Ravi Ganesan 12,500 0.8% $104.50 2010 $ 821,494 $2,081,826

Francis X. Polashock 7,500 0.5% $104.50 2010 $ 492,896 $1,249,096
</TABLE>
----------
(1) This table covers the period from July 1, 1999 to June 30, 2000.

(2) Percentage is based upon 1,472,977 options granted to employees in
fiscal 2000.

(3) The dollar amounts in these columns are the product of (a) the
difference between (1) the product of the per share market price at the
date of grant and the sum of 1 plus the assumed rate of appreciation
(5% and 10%) compounded over the term of the option (ten years) and (2)
the per share exercise price and (b) the number of shares underlying
the grant.

(4) The appreciation rates stated are arbitrarily assumed, and may or may
not reflect actual appreciation in the stock price over the life of the
option. Regardless of any theoretical value which may be placed on a
stock option, no increase in its value will occur without an increase
in the value of the underlying shares. Whether an increase will be
realized will depend not only on the efforts of the recipient of the
option, but also upon conditions in our industry and market area,
competition, and economic conditions, over which the optionee may have
little or no control.

-14-

<PAGE> 15
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE

The following table provides certain information regarding the number
and value of stock options held by our Named Executive Officers at June 30,
2000.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END (#) FISCAL YEAR-END ($)(2)
------------------------------ ------------------------------
SHARES
ACQUIRED
ON VALUE
EXERCISE REALIZED
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------- ---------- ----------- ------------ -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Peter J. Kight 0 $ 0 726,140 350,000 $32,289,896 $8,697,910

Mark A. Johnson 0 $ 0 56,646 37,701 $ 1,650,869 $ 340,311

Peter F. Sinisgalli 118,249 $7,153,504 33,458 196,666 $ 657,695 $4,321,620

Ravi Ganesan 69,254 $2,577,167 16,667 185,833 $ 118,752 $5,654,948

Francis X. Polashock 0 $ 0 5,000 132,500 $ 35,625 $4,699,943
</TABLE>
----------
(1) Value realized represents the difference between the exercise price of
the option shares and the market price of the option shares on the date
the option was exercised. The value realized was determined without
consideration for any taxes or brokerage expenses that may have been
owed.

(2) Represents the total gain which would be realized if all in-the-money
options held at year end were exercised, determined by multiplying the
number of shares underlying the options by the difference between the
per share option exercise price and the per share fair market value at
year end ($51.5625 on June 30, 2000). An option is in-the-money if the
fair market value of the underlying shares exceeds the exercise price
of the option.

EMPLOYMENT AGREEMENTS

On May 1, 1997, Mr. Kight entered into an employment agreement with us.
Mr. Kight's employment agreement provides for a minimum base salary and a
covenant not to compete. Mr. Kight's minimum base salary was set at $300,000
until July 1, 1997, when it increased to $375,000. Mr. Kight's base salary was
increased to $420,000 for fiscal 2000. Additionally, Mr. Kight received a stock
option to purchase 200,000 shares of our common stock at $14.75 per share, the
price per share on the date of the employment agreement. The covenant not to
compete in Mr. Kight's employment agreement is for the time of employment, plus
a one year period following termination of employment. If Mr. Kight's employment
is terminated as a result of our change in control (as defined in his employment
agreement), if Mr. Kight resigns after a change in control upon making a good
faith determination that his employment status or responsibilities have been
materially adversely affected, or if Mr. Kight's employment is terminated by us
without cause, he is entitled to receive the greater of two times his average
annual compensation or an amount equal to his basic salary and incentive
compensation until June 30, 2002. The term of Mr. Kight's employment agreement
runs through June 30, 2002, and thereafter it renews for one-year periods.

The following Compensation Committee Report and Performance Graph shall
not be deemed incorporated by reference by any general statement incorporating
by reference this proxy statement into any of our filings under the Securities
Act of 1933, or the Securities Exchange Act of 1934, except to the extent that
we specifically incorporate this information by reference, and shall not
otherwise be deemed filed under such Acts.

-15-

<PAGE> 16
REPORT OF THE STOCK OPTION AND COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Our Stock Option and Compensation Committee has the authority and
responsibility to establish, determine and administer:

o our officer compensation policies;
o the salaries of our executive officers;
o the formula for bonus awards to our executive officers; and
o the grants of stock options to our executive officers and
other key employees under our 1995 Stock Option Plan.

Our Stock Option and Compensation Committee consists solely of independent
non-employee directors. In general, the philosophy of our Stock Option and
Compensation Committee is to attract and retain qualified executives, reward
current and past individual performance, provide short-term and long-term
incentives for superior future performance, and relate total compensation to
individual performance as well as our performance. The preferred compensation
policy of the Stock Option and Compensation Committee is to set base pay at the
lower end of the comparable market ranges, establish performance based annual
cash bonus opportunities, and grant significant option positions to key
employees to provide greater long term incentives.

In fiscal 1997, we hired an outside consulting firm to perform an
executive compensation survey us. The consulting firm was asked to prepare a
survey reviewing base compensation, bonus programs, and stock options in
relation to similarly situated companies. The survey concluded that our
compensation is mixed when compared to the market, with some positions below
market and others above market. After a complete review and discussion of the
survey, our Stock Option and Compensation Committee agreed that we would move
all executive officers to a July 1 compensation review and adjustment cycle
effective July 1, 1997, to permit a more uniform review of executive
compensation consistent with salary ranges established for executive positions.
Also, based in part on the recommendation of the consulting firm, we entered
into an employment agreement with Mr. Kight.

Mr. Kight's employment agreement, effective May 1, 1997, provided for
an increase in base salary for fiscal 2000 from $400,000 to $420,000. In
addition, under his employment agreement, Mr. Kight received a one-time stock
option grant of 200,000 shares at $14.75 per share, the fair market value of the
shares on May 1, 1997. The option shares become 100% vested on May 1, 2003;
provided, however, 20% of the option shares will vest and become exercisable at
the end of each fiscal year 1998 through 2002 that we attain at least 80% of the
budgeted net income or not more than 120% of the budgeted net loss. The stock
options also become 100% vested if we terminate Mr. Kight's employment without
cause or upon a change in our control, as defined in the employment agreement.
The term of the employment agreement is five years, with automatic one-year
renewals thereafter.

In addition to the recommendation of the outside consulting firm, the
determination of executive officer base salaries for fiscal 2000 was based
primarily on subjective factors, such as our Stock Option and Compensation
Committee's perception of individual performance and the executive officer's
contribution to our overall performance, and not on specific criteria. No
specific weight was given to any of these factors because each of these factors
was considered significant and the relevance of each varies depending upon an
officer's responsibilities.

In order to motivate management to meet both our short-term and
long-term objectives, our Stock Option and Compensation Committee approved an
Incentive Compensation Plan for certain executive officers. The bonuses for
senior officers were based partially on the achievement of revenue targets and
partially on the achievement of our pre-tax earnings targets and, in appropriate
cases, partially on achievement of revenue targets and partially on the
achievement of pre-tax earnings targets of our operating divisions. Mr. Kight
received a bonus of $551,850 in fiscal 2000, $156,000 of which was deferred into
fiscal 2000 from fiscal 1999.

In fiscal 2000, we updated the executive pay survey performed by the
outside consulting firm for us in fiscal 1999. The update concluded that our
compensation is mixed when compared to the market, with some positions below
market and others above market. In general, the results of the update validated
our approach to long-term incentives in the aggregate. After a complete review
of the individual performance criteria discussed

-16-

<PAGE> 17
above and discussion of the survey, we approved annual base salaries with target
performance bonus percentages for our executive officers for fiscal 2001, which
included an increase in Mr. Kight's base salary from $420,000 to $440,000 for
fiscal 2001.

The purposes of our 1995 Stock Option Plan are to provide long-term
incentives to key employees and motivate key employees to improve our
performance and thereby increase our common stock price. Beginning in fiscal
1997, stock option awards are considered at the time of the hiring of key
associates and annually for all key associates by our Stock Option and
Compensation Committee. The value of the stock options awarded is entirely
dependent upon our stock performance over a period of time.

The number of shares of our common stock subject to the options granted
during fiscal 2000 was determined based on a subjective evaluation of the past
performance of the individual, the total compensation being paid to the
individual, the individual's scope of responsibility, and the anticipated value
of the individual's contribution to our future performance. No specific weight
was given to any of these factors. Options awarded to each executive officer
during previous years were reviewed by our Stock Option and Compensation
Committee in determining the size of an option awarded for fiscal 2000.

Each stock option awarded during fiscal 2000 had an exercise price
equal to the fair market value of our underlying common stock on the date of the
grant. Generally, stock options granted to our new employees vest and become
exercisable at the rate of 20% per year if the option holder remains employed at
the time of vesting and terminate ten years from the date of grant. Annual stock
option grants to our key employees, however, typically vest and become
exercisable at the rate of 33-1/3% per year if the option holder remains
employed at the time of vesting and terminate ten years from the date of grant.
Pursuant to our policy of granting stock options to key employees on an annual
basis, on January 1, 2000, Mr. Kight was granted an option to purchase 50,000
shares at a price of $104.50 per share, the fair market value of the shares on
January 1, 2000, vesting at the rate of 33-1/3% per year based on continued
employment.

The Budget Reconciliation Act of 1993 amended the Internal Revenue Code
to add Section 162(m) which bars a deduction to any publicly held corporation
for compensation paid to a "covered employee" in excess of $1,000,000 per year.
Generally, we intend that compensation paid to covered employees shall be
deductible to the fullest extent permitted by law. Our 1995 Stock Option Plan
and our Incentive Compensation Plan are intended to qualify under Section
162(m).

STOCK OPTION AND COMPENSATION COMMITTEE

Eugene F. Quinn (Chairman)
William P. Boardman
James D. Dixon*

* Mr. Dixon became a member of the Stock Option and Compensation Committee on
August 3, 2000, as a result of George R. Manser's retirement from our board of
directors.

-17-

<PAGE> 18
PERFORMANCE GRAPH

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, THE NASDAQ STOCK MARKET - US INDEX
AND THE S&P COMPUTER SOFTWARE & SERVICES INDEX

The following Performance Graph compares our performance with that of
the Nasdaq Stock Market - US Index and the S&P Computer Software & Services
Index, which is a published industry index. The comparison of the cumulative
total return to stockholders for each of the periods assumes that $100 was
invested on September 27, 1995 (the effective date our common stock was
registered under the Securities Exchange Act of 1934, as amended), in our common
stock, and in the Nasdaq Stock Market - US Index and the S&P Computer Software &
Services Index and that all dividends were reinvested.

<TABLE>
<CAPTION>
Cumulative Total Return
------------------------------------------------------------------------
9/28/95 12/95 12/96 6/97 6/98 6/99 6/00
<S> <C> <C> <C> <C> <C> <C> <C>
CHECKFREE CORPORATION 100.00 119.44 95.14 97.92 163.54 153.13 286.46
NASDAQ STOCK MARKET (U.S.) 100.00 103.55 127.41 142.57 187.71 270.28 399.28
S & P COMPUTERS (SOFTWARE & SERVICES) 100.00 102.28 159.01 216.48 335.74 515.69 580.93
</TABLE>

-18-

<PAGE> 19
AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES

Our Amended and Restated Certificate of Incorporation currently
authorizes us to issue up to 150,000,000 shares of common stock, $.01 par value,
13,500,000 shares of our preferred stock, $.01 par value, and 1,500,000 shares
of Series A Junior Participating Cumulative Preferred Stock, $.01 par value.

Our board of directors has adopted, subject to stockholder approval, an
amendment to our Amended and Restated Certificate of Incorporation to increase
the authorized number of shares of our common stock from 150,000,000 shares to
500,000,000 shares and the authorized number of shares our preferred stock from
13,500,000 shares to 48,500,000 shares. Under the amendment, Section A of
Article FOURTH of the Amended and Restated Certificate of Incorporation would
read:

(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").

As of September 1, 2000, of the 150,000,000 shares of common stock
presently authorized,75,997,926 shares were issued and outstanding, 8,000,000
shares were reserved for issuance under our stock option plans (excluding the
current proposal to increase the number of shares available under our 1995 Stock
Option Plan to 12,000,000) and 2,356,557 shares were reserved in the event that
holders of our 6 1/2% Convertible Subordinated Notes due 2006 exercised their
rights to convert the notes to common shares. In addition, warrants to acquire
an additional 10,500,000 shares of our common stock were issued and outstanding.

In April 2000, we issued approximately 5,000,000 shares of our common
stock and assumed stock options totaling over 650,000 shares in connection with
the acquisition of BlueGill Technologies, Inc. On September 1, 2000, we issued
17,000,000 shares of our common stock in connection with the acquisition of
TransPoint LLC. Additionally, the acquisition of the electronic billing and
payment assets of Bank of America, N.A. will require the issuance of
approximately 10,000,000 shares and warrants to purchase up to an additional
10,000,000 shares.

We also anticipate that we may in the future issue additional shares in
connection with one or more of the following:

o other acquisitions;
o strategic investments;
o corporate transactions, such as stock splits or stock
dividends;
o financing transactions, such as public offerings of common
stock or convertible securities;
o incentive and employee benefit plans; and
o otherwise for corporate purposes that have not yet been
identified.

In order to provide our board of directors with certainty and
flexibility to undertake such transactions to support our future business
growth, the board deems it appropriate at this time to increase the number of
authorized shares of our common stock.

If this proposal is adopted, the additional authorized shares of common
stock or preferred stock may be issued upon the approval of our board of
directors at such times, in such amounts, and upon such terms as our board of
directors may determine, without further approval of the stockholders, unless
such approval is expressly required by applicable law, regulatory agencies, or
the Nasdaq Stock Market (or any other exchange or quotation service on which our
common stock may then be listed). Further, our stockholders will have no
preemptive rights to purchase additional shares. Stockholder approval of this
proposal will not, by itself, cause any change in our capital accounts. The
issuance of additional shares of our common stock may, however, dilute existing
our stockholders' equity interest.

-19-

<PAGE> 20
The affirmative vote of the holders of a majority of the shares of our
outstanding common stock is required to adopt this proposal. It will become
effective upon the filing of a Amended Certificate of Incorporation with the
Secretary of State of Delaware, which we intend to make on November 2, 2000, the
day after the completion of the annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

AMENDMENT TO THE COMPANY'S 1995 STOCK OPTION PLAN

The proposed amendment to the 1995 Stock Option Plan would increase the
number of shares of our common stock subject to the plan from 8,000,000 shares
to 12,000,000 shares. Approval of this amendment requires the affirmative vote
of the holders of a majority of the shares of our common stock represented at
the annual meeting.

GENERALLY

Our board of directors believes that providing selected persons with an
opportunity to invest in CheckFree will give them additional incentive to
increase their efforts on our behalf and will enable us to attract and retain
the best available associates, officers, directors, consultants and advisers.
The description in this proxy statement of the 1995 Stock Option Plan is
included solely as a summary, does not purport to be complete, and is qualified
in its entirety by the 1995 Stock Option Plan. Our board of directors has
approved an amendment to the 1995 Stock Option Plan to increase the number of
shares of common stock reserved for issuance upon the exercise of options
granted under the 1995 Stock Option Plan from 8,000,000 shares to 12,000,000
shares.

Our board of directors has approved the increase of the shares of
common stock subject to the 1995 Stock Option Plan in view of anticipated
increases in the number of associates of the Company due to internal growth and
through acquisitions. The 1995 Stock Option Plan was adopted by our board of
directors on August 8, 1995 and approved by the stockholders as of August 8,
1995. The 1995 Stock Option Plan was subsequently amended by our board of
directors on October 18, 1996, May 1, 1997, September 15, 1997, and August 14,
1998, and such amendments were approved by our stockholders on January 27, 1997,
October 30, 1997, and November 9, 1998. The amendment increasing the number of
shares of common stock issuable under the 1995 Stock Option Plan was adopted by
our board of directors on August 3, 2000. The 1995 Stock Option Plan provides
for the grant of options to key associates, officers, directors, consultants and
advisers who render services to us. The options may be either Incentive Options
or Non-Statutory Options.

ADMINISTRATION OF THE 1995 STOCK OPTION PLAN

The 1995 Stock Option Plan is administered by our board of directors,
which may, and has, delegated all of its powers under the 1995 Stock Option Plan
to our stock option and compensation committee, which is authorized to
determine:

o to whom and at what time the stock options may be granted;
o the designation of the option as either an Incentive Option or
Non-Statutory Option;
o the per share exercise price;
o the duration of each option;
o the number of shares subject to each option and any
restrictions on such shares;
o the rate and manner of exercise; and
o the timing and form of payment.

NUMBER OF AUTHORIZED SHARES

Currently, the number of shares available for issuance under the 1995
Stock Option Plan is 8,000,000 shares of common stock. The maximum number of
stock options that may be granted to an individual under the 1995 Stock Option
Plan in any calendar year is 500,000 shares. The number and class of shares
available under the 1995 Stock Option Plan and subject to outstanding options
may be adjusted by the stock option and compensation committee to prevent
dilution or enlargement of rights in the event of various changes in our
capitalization. Shares

-20-

<PAGE> 21
of common stock attributable to unexercised options which expire or are
terminated may be available for reissuance under the 1995 Stock Option Plan.

ELIGIBILITY AND PARTICIPATION

Eligibility to participate in the 1995 Stock Option Plan extends to all
of our executive, administrative, operational and managerial employees and any
of our current or future subsidiaries or parents. Currently, we and our
subsidiaries employ approximately 2,473 associates who are eligible to
participate. We anticipate that approximately 40% of those eligible will
participate in the 1995 Stock Option Plan. Participation in the 1995 Stock
Option Plan is at the discretion of the stock option and compensation committee
and will be based upon each associate's present and potential contributions to
our success and to the success of our subsidiaries and such other factors as the
stock option and compensation committee deems relevant. No associate may be
granted in any calendar year options covering more than 500,000 shares of common
stock.

EXERCISE PRICE

Incentive Options may not have an exercise price less than the fair
market value of our common stock on the date of grant. Non-Statutory Options may
have an exercise price less than the fair market value of the underlying common
stock on the date of grant; however, in practice the stock option and
compensation committee has generally granted Non-Statutory Options at the fair
market value of our common stock on the date of grant.

VESTING

The stock option and compensation committee may determine at the time
of grant and thereafter the terms under which options shall vest and become
exercisable. Options not exercisable as of the date of a change in control, as
defined, of CheckFree will become exercisable immediately as of such date. A
change in control of CheckFree shall be deemed to have occurred as of the first
day that either of the following has occurred:

o a person not in control of CheckFree on the effective date of
the 1995 Stock Option Plan becomes the beneficial owner,
directly or indirectly, of securities representing a majority
of the combined voting power of our then outstanding
securities; or

o our stockholders approve a plan of complete liquidation, a
sale of all or substantially all of our assets, or a merger,
consolidation, or reorganization of CheckFree with or
involving another corporation, other than a merger,
consolidation, or reorganization that would result in our
voting securities outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving
entity) at least a majority of the combined voting power of
our voting securities (or such surviving entity) outstanding
immediately after such merger, consolidation, or
reorganization.

SPECIAL LIMITATIONS ON INCENTIVE OPTIONS

No Incentive Options may be granted to an associate who owns, at the
time of the grant, stock representing more than 10% of the total combined voting
power of all classes of stock of CheckFree, its parent or its subsidiaries,
unless the exercise price per share of common stock for the shares subject to
such Incentive Options is at least 110% of the fair market value per share of
common stock on the date of grant and such Incentive Options is not exercisable
for more than five years after its date of grant. In addition, the total fair
market value of shares of common stock subject to Incentive Options which are
exercisable for the first time by an eligible associate in a given calendar year
shall not exceed $100,000, valued as of the date of the Incentive Options'
grant. Incentive Options may not have an exercise period that exceeds ten years
from the date of grant and are subject to certain other limitations which allow
the option holder to qualify for favorable tax treatment. None of these
restrictions applies to the grant of Non-Statutory Options, which may have an
exercise price less than the fair market value of the underlying common stock on
the date of grant, may have a total fair market value of shares subject thereto
which are valued in excess of $100,000 in any given calendar year, and may be
exercisable for an indeterminate period of time.

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<PAGE> 22
EXERCISE OF OPTIONS

An option may be exercised by written notice to our chief financial
officer or other officer designated by the stock option and compensation
committee. The exercise price of an option may be paid in cash or, with the
consent of the stock option and compensation committee:

o by delivery of previously acquired shares of common stock that
have been held for at least six months, valued at their fair
market value on the date they are tendered;

o by delivery of a full recourse promissory note for the portion
of the exercise price in excess of the par value of the shares
subject to the option, the terms and conditions of which will
be determined by the stock option and compensation committee,
and in cash for the par value of the shares;

o by any combination of the foregoing methods; or

o by delivery of written instructions to forward the notice of
exercise to a broker or dealer and to deliver to a specified
account a certificate for the shares purchased upon exercise
of the option and a copy of irrevocable instructions to the
broker or dealer to deliver the purchase price of the shares
to CheckFree.

TRANSFERABILITY

An option may not be transferred except by will or by the laws of
descent and distribution and may be exercised, during the lifetime of the
optionee, only by the optionee or by the optionee's guardian or legal
representative. Notwithstanding the foregoing, an optionee may transfer a
Non-Statutory Option to members of his or her immediate family (as defined in
Rule 16a-1 promulgated under the 1934 Act), to one or more trusts for the
benefit of such family members or to partnerships in which such family members
are the only partners if (a) the stock option agreement with respect to such
Non-Statutory Option as approved by the stock option and compensation committee
expressly so provides and (b) the optionee does not receive any consideration
for the transfer. Non-Statutory Options held by such transferees are subject to
the same terms and conditions that applied to such Non-Statutory Options
immediately prior to transfer.

EXPIRATION OF OPTIONS

Options will expire at such time as the stock option and compensation
committee determines at the date of grant; provided, however, that no Incentive
Options may be exercised more than ten years from the date of grant, unless
Incentive Options are held by a 10% stockholder, in which case such Incentive
Options may not be exercised more than five years from the date of grant.

TERMINATION OF OPTIONS

Any option granted under the 1995 Stock Option Plan will, subject to
earlier termination by its terms, terminate automatically if not exercised:

o within 30 days after the optionee's termination of employment
with us (other than by reason of death, disability,
retirement, or for cause);

o within one year after the employee's death or termination of
employment by us by reason of disability, as defined in the
1995 Stock Option Plan;

o within three years after an employee's retirement, as defined
in the 1995 Stock Option Plan; and

o prior to termination by us for cause, as defined in the 1995
Stock Option Plan.

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<PAGE> 23
TERM OF 1995 STOCK OPTION PLAN

The 1995 Stock Option Plan will terminate on August 8, 2005, unless
earlier terminated by our board of directors.

1995 STOCK OPTION PLAN TABLE

As of June 30, 2000, options to purchase an aggregate of 6,225,420
shares of the common stock (net of options canceled) had been granted pursuant
to the 1995 Stock Option Plan, options to purchase 1,215,056 shares had been
exercised, options to purchase 5,010,364 shares remained outstanding, and
1,774,580 shares remained available for future grant. On July 1, 2000, we
granted options to purchase 701,652 shares under the 1995 Stock Option Plan,
decreasing the number of shares available for issuance from 1,774,580 to
1,073,018. As of June 30, 2000, the market value of all shares of the common
stock subject to outstanding options under the 1995 Stock Option Plan and all of
our stock option plans was approximately $258,346,894 and $317,724,773
respectively (based upon the closing sale price of the common stock as reported
on the Nasdaq National Market on June 30, 2000 of $51.5625 per share). During
the fiscal year ended June 30, 2000, options covering 1,472,977 shares of common
stock were granted to our employees under the 1995 Stock Option Plan. The market
value of the 12,000,000 shares of common stock to be subject to the 1995 Stock
Option Plan was approximately $618,750,000 as of June 30, 2000.

As of June 30, 2000, the following current directors and named
executive officers had been granted options under the 1995 Stock Option Plan as
follows:

<TABLE>
<CAPTION>
AVERAGE EXERCISE PRICE
NAME NUMBER OF OPTIONS GRANTED PER SHARE
------------------------- ------------------------- ----------------------
<S> <C> <C>
Peter J. Kight 551,000 $30.29

Mark A. Johnson 94,347 $37.47

Peter F. Sinisgalli 406,373 $30.98

Ravi Ganesan 371,754 $24.33

Francis X. Polashock 252,500 $19.41

William P. Boardman 43,000 $30.49

James D. Dixon - --

Henry C. Duques - --

Lewis Levin - --

Eugene F. Quinn 28,000 $39.20

Jeffrey M. Wilkins 28,000 $39.20
</TABLE>

Since adoption of the 1995 Stock Option Plan:

o all current executive officers, as a group, have been granted
options under the 1995 Stock Option Plan covering 2,991,227
shares of common stock (net of options cancelled), which
represents approximately 33% of the total number of options
granted pursuant to the 1995 Stock Option Plan;

o all directors who are not executive officers, as a group, have
been granted options under the 1995 Stock Option Plan covering
99,000 shares of common stock (net of options cancelled),
which represents approximately 1% of the total number of
options granted pursuant to the 1995 Stock Option Plan; and

o all current employees, excluding executive officers, as a
group, have been granted options under the

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<PAGE> 24
1995 Stock Option Plan covering 5,943,716 shares of common
stock (net of options cancelled), which represents
approximately 66% of the total number of options granted
pursuant to the 1995 Stock Option Plan.

FEDERAL INCOME TAX CONSEQUENCES

The 1995 Stock Option Plan permits the granting of Incentive Options as
well as Non-Statutory Options. Generally, no income is recognized when either
type of option is granted to the option holder, but the subsequent tax treatment
differs widely.

Non-Statutory Options. Upon the exercise of a Non-Statutory Option, the
excess of the fair market value of the shares on the date of exercise over the
option price is compensation to the option holder at the time of the exercise.
The tax basis for the shares purchased is their fair market value on the date of
exercise. Any gain or loss realized upon a later sale of the shares for an
amount in excess of or less than their tax basis will be taxed as capital gain
or loss, respectively, with the character of the gain or loss (short-term or
long-term) depending upon how long the shares were held since exercise.

Incentive Options. Generally, no regular taxable income is recognized
upon the exercise of Incentive Options. The tax basis of the shares acquired
will be the exercise price. To receive this favorable treatment, shares acquired
pursuant to the exercise of Incentive Options may not be disposed of within two
years after the date the option was granted, nor within one year after the
exercise date. If the shares are sold before the end of these holding periods,
the amount of that gain which equals the lesser of the difference between the
fair market value on the exercise date and the option price or the difference
between the sale price and the option price is taxed as ordinary income and the
balance, if any, as short-term or long-term capital gain, depending upon how
long the shares were held. If the holding periods are met, all gain or loss
realized upon a later sale of the shares for an amount in excess of or less than
their tax basis will be taxed as a long-term capital gain or loss, respectively.

Alternative Minimum Tax. For purposes of determining the option
holder's alternative minimum taxable income subject to the alternative minimum
tax, the exercise of Incentive Options by an option holder will result in the
recognition of taxable income at the time of the exercise of the option in an
amount equal to the excess of the fair market value of the shares on the
exercise date over the option price. The alternative minimum tax is paid only to
the extent it exceeds an individual's regular tax. It is imposed at a rate of
26% on the first $175,000 of alternative minimum taxable income in excess of the
applicable exemption amount and at a rate of 28% for any alternative minimum
taxable income over that amount. The exemption amount is phased out for higher
income taxpayers.

Exercise with Previously-Owned Shares. All options granted under the
1995 Stock Option Plan may be exercised with payment either in cash or, if
authorized in advance by our board of directors, in previously-owned shares of
our common stock at their then fair market value, or in a combination of both.
When previously-owned shares are used to purchase new shares upon the exercise
of Incentive Options or Non-Statutory Options, no gain or loss is recognized by
the option holder to the extent that the total value of the old shares
surrendered does not exceed the total value of all of the new shares received.
If, as would almost always be the case, the value of the new shares exceeds the
value of the old shares, the excess amount is not regular taxable income to the
option holder, if the option exercised is an Incentive Option and the holding
periods discussed above are met for the old shares at the time of exercise. The
new shares would also be subject to the holding periods discussed above. On the
other hand, if the option exercised is a Non-Statutory Option, the excess amount
is taxable as ordinary income.

Cashless Exercise. Under certain circumstances, a stockholder also may
exercise his or her stock option under the Plan by employing a broker to provide
us with the exercise price. Undertaking a cashless exercise in conjunction with
the exercise of an Incentive Option results in a disposition of those shares
before the end of the holding period and causes the stockholder to recognize
ordinary income for those Incentive Options that are sold to effect the cashless
exercise.

The Company Deduction. No tax deduction is available to us in
connection with the exercise of Incentive Options if the holding periods
discussed above are met. We, however, are entitled to a tax deduction in
connection with the exercise of Incentive Options if the holding periods
discussed above are not met, in an amount equal to the ordinary income
recognized by the option holder (conditioned upon proper reporting and tax
withholding and subject to possible deduction limitations). We are entitled to a
tax deduction in connection with a Non-Statutory Stock Option equal to the
compensation income recognized by the option holder upon the grant date or the
exercise date (conditioned upon proper reporting and tax withholding and subject
to possible deduction limitations).

1998 Tax Reform Act. Under recently enacted legislation, capital gains
recognized by option holders generally will be subject to a maximum federal
income tax rate of 20%, provided the shares sold or exchanged are held for more
than twelve months. If the shares are held for less than twelve months, then the
capital gains

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<PAGE> 25
recognized by option holders will be taxed at a maximum federal income tax rate
of 28%.

Section 162(m). Section 162(m) of the Code does not permit us to deduct
non-performance-based compensation in excess of $1,000,000 per year paid to
certain covered officers. We believe that compensation paid pursuant to the 1995
Stock Option Plan should qualify as performance-based compensation and,
therefore, Section 162(m) should not cause us to be denied a deduction for
compensation paid to certain covered officers pursuant to the 1995 Stock Option
Plan.

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE AMENDMENT TO THE 1995 STOCK OPTION PLAN.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Currently, Messrs. Boardman and Quinn, who are not employees, are
members of our stock option and compensation committee. Since 1994, Mr. Kight
has served as a member of Metatec International, Inc. and its predecessor's
board of directors, of which Mr. Wilkins is Chairman, President and Chief
Executive Officer.

TRANSACTIONS BETWEEN INTUIT INC. AND CHECKFREE

We entered into a services and license agreement with Intuit Inc. in
connection with the acquisition of Intuit Services Corporation in January 1997.
As of June 30, 2000, Intuit Inc. owned 6.3% of our outstanding common stock. The
principal objectives of the agreement were to:

o establish a continuing cooperative relationship between the
parties whereby users of Intuit software products and services
would continue to be able to obtain electronic banking and
electronic bill payment services from us through these Intuit
products and services;

o provide the means for an orderly transition in the operation
and support of several services offered by Intuit Services
Corporation that were interdependent on technologies,
equipment, facilities, personnel and support services of
Intuit and us;

o set forth the terms on which we and Intuit will cooperate to
develop, market, distribute and support some of our respective
products and services; and

o provide for the grant of various technology licenses and
mutual support and technical cooperation agreements among the
parties.

During fiscal 2000, we incurred $555,138 in royalty expense in
connection with the terms of this agreement.

TRANSACTIONS BETWEEN BANK ONE CORPORATION AND CHECKFREE

Mr. Boardman, the vice chairman of Bank One, serves on our board of
directors. On October 26, 1999, we entered into a new agreement with Bank One
Corporation that covers bill payment and other processing services for Bank One,
Wingspanbank.com and First USA. Additionally, Bank One purchased from us 250,000
shares of our common stock at $39.25 per share, the then current market price.
As part of this long-term business agreement, we also agreed to issue to Bank
One warrants to purchase up to three million shares of our common stock.
Warrants to purchase one million shares of our common stock were issued upon the
execution of the agreement and warrants to purchase the remaining two million
shares of our common stock may be issued in the future if specified performance
criteria are met. None of the warrants issued or issuable to Bank One may vest
prior to September 2002. If the warrants vest, they will be exercisable by Bank
One at the market price of our common stock at the time of issuance. Bank One
currently owns less than 1% of our outstanding common stock.

During fiscal 2000, we earned revenue from Bank One totaling $6,049,142
for a combination of electronic bill payment services, software licenses and
related maintenance services, and portfolio management services.

-25-

<PAGE> 26
TRANSACTIONS BETWEEN BANK OF AMERICA AND CHECKFREE

Mr. Dixon, Executive of Bankofamerica.com, a subsidiary of Bank of
America, serves on our board of directors. During fiscal 2000, we earned
$14,607,362 from Bank of America from a combination of electronic bill payment
services, software licenses and related maintenance services, and portfolio
management services.

MISCELLANEOUS

Curtis A. Loveland, our Secretary, is a partner in the law firm of
Porter, Wright, Morris & Arthur LLP, which firm serves as our outside general
counsel. Mr. Loveland owns less than 1% of our outstanding common stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our
officers and directors, and greater than 10% stockholders, to file reports of
ownership and changes in ownership of our securities with the Securities and
Exchange Commission. Copies of the reports are required by SEC regulation to be
furnished to us. Based on our review of these reports and written
representations from reporting persons, we believe that all reporting persons
complied with all filing requirements during the year ended June 30, 2000.

INDEPENDENT PUBLIC ACCOUNTANTS

Our board of directors has appointed Deloitte & Touche LLP, independent
public accountants, as our auditors for fiscal 2001. Deloitte & Touche LLP has
served as our independent public accountants since 1981. Our board of directors
believes that the reappointment of Deloitte & Touche LLP for fiscal 2001 is
appropriate because of the firm's reputation, qualifications, and experience.
Representatives of Deloitte & Touche LLP will be present at our annual meeting
and will have an opportunity to make a statement if they desire to do so. These
representatives will be available to respond to appropriate questions.

PROPOSALS BY STOCKHOLDERS FOR 2001 ANNUAL MEETING

If any of our stockholders wishes to submit a proposal to be included
in next year's proxy statement and acted upon at our 2001 annual meeting of
stockholders, the proposal must be received by our corporate Secretary at our
principal executive offices, 4411 East Jones Bridge Road, Norcross, Georgia
30092, prior to the close of business on June 10, 2001. Any stockholder proposal
submitted outside the processes of Rule 14a-8 under the Securities Exchange Act
of 1934 for presentation to our 2001 annual meeting of stockholders will be
considered untimely for purposes of Rule 14a-4 and 14a-5 if notice thereof is
received by us after August 24, 2001.

OTHER MATTERS

As of the date of this proxy statement, our management knows of no
other business that will come before the meeting. Should any other matter
requiring a vote of the stockholders arise, the proxy in the enclosed form
confers upon the persons designated to vote the shares discretionary authority
to vote with respect to these matter in accordance with their best judgment.

Our 2000 Annual Report to Stockholders, including financial statements,
was furnished to our stockholders prior to or concurrently with the mailing of
this proxy material.

By Order of the Board of Directors,

Curtis A. Loveland
Secretary

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<PAGE> 27
CHECKFREE CORPORATION
4411 EAST JONES BRIDGE ROAD, NORCROSS, GEORGIA 30092

----------------------------------------------------

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 1, 2000

The undersigned stockholder of CheckFree Corporation (the "Company")
hereby appoints Peter J. Kight and Peter F. Sinisgalli, or either one of them,
as attorneys and proxies with full power of substitution to each, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of the Company to be held at the Company's
headquarters located at 4411 East Jones Bridge Road, Norcross, Georgia, on
Wednesday, November 1, 2000, at 4:00 p.m. local time, and at any adjournment or
adjournments thereof, with all of the powers such undersigned stockholder would
have if personally present, for the following purposes:

1. Election of Mark A. Johnson and Eugene F. Quinn as Class II
Directors.

|_| FOR
|_| WITHHOLD AUTHORITY FOR EACH NOMINEE

(INSTRUCTION: TO WITHHOLD AUTHORITY FOR A SPECIFIC NOMINEE,
WRITE THAT NOMINEE'S NAME HERE: .)
----------------------------

2. To increase the number of authorized shares of the Company
from 165,000,000 to 550,000,000, consisting of 500,000,000
shares of common stock, $.01 par value; 48,500,000 shares of
preferred stock, $.01 par value, and 1,500,000 shares of
Series A Junior Participating Cumulative Preferred Stock, $.01
par value.

|_| FOR
|_| AGAINST
|_| ABSTAIN

3. To consider and act upon a proposed amendment to the Company's
1995 Stock Option Plan to increase the number of shares of the
Company's common stock issuable upon exercise of stock options
under the 1995 Stock Option Plan from 8,000,000 shares to
12,000,000 shares.

|_| FOR
|_| AGAINST
|_| ABSTAIN

4. To transact any other business which may properly come before
the annual meeting or any adjournment thereof.

(Continued and to be signed on other side.)(Continued from other side.)

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, 3 AND 4.

The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders, dated October 2, 2000, and the proxy statement of the
Company furnished therewith. Any proxy heretofore given to vote said shares is
hereby revoked.

PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IN THE ENCLOSED
ENVELOPE.

<PAGE> 28

Dated: , 2000
--------------------------------

--------------------------------------------
(Signature)

SIGNATURE(S) SHALL AGREE WITH THE NAME(S)
PRINTED ON THIS PROXY. IF SHARES ARE
REGISTERED IN TWO NAMES, BOTH STOCKHOLDERS
SHOULD SIGN THIS PROXY. IF SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS