Amendment 1
FAIR, ISAAC AND COMPANY, INCORPORATED
1992 LONG-TERM INCENTIVE PLAN
(As amended and restated effective November 21, 1995)
Effective as of December 23, 1996, the Fair, Isaac and Company,
Incorporated 1992 Long-Term Incentive Plan (As amended and restated effective
November 21, 1995) is hereby amended as follows:
Section 15 is amended by designating the existing two paragraphs as
subsection (i) and adding the following new subsection at the end thereof:
"(ii) Notwithstanding paragraph (i) above, an NSO or portion thereof
may be transferred by the Optionee by gift to (a) the Optionee's
immediate family, (b) a partnership consisting solely of the Optionee
and/or immediate family, or (c) to a trust established for the benefit
of the Optionee and/or one or more members of the immediate family of
the Optionee (including a charitable remainder trust whose income
beneficiaries consist solely of such persons), provided that such
transfer will not be effective until notice of such transfer is
delivered to the Corporation. For purposes of this paragraph (ii)
"immediate family" means spouse, children and grandchildren. An Option
or portion thereof may also be transferred pursuant to a domestic
relations order of a court of competent jurisdiction."
To record the adoption of this amendment to the Fair, Isaac and
Company, Incorporated Stock Option Plan for Non-Employee Directors by an
Executive Committee of the Board on December 23, 1996, the Corporation has
caused its authorized officers to affix the corporate name hereto.
Fair, Isaac and Company, Incorporated
By /s/ PETER L. MCCORKELL
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Peter L. McCorkell
Senior Vice President & Secretary