CERTIFICATE

         I, Peter L. McCorkell,  the duly elected and acting  Secretary of Fair,
Isaac and Company,  Incorporated,  a Delaware  corporation  ("the Company"),  do
hereby  certify that the following  resolutions  are true and correct  copies of
resolutions  which were duly adopted by the Board of Directors of the Company at
a meeting held on October 6, 1999:

          RESOLVED,  for fiscal  2000,  the revenue  and profit  factors for the
          Company's   Officers'   Incentive  Plan,  the  Exempt  and  Non-Exempt
          Employees'  Bonus Plans and other plans using said factors shall be as
          follows:

          [ ] Incentive Plan Profit Margin results:

              o    14% margin                Minimum (P = 0.0)
              o    16% margin                On Target (P = 0.5)
              o    18% margin                Maximum (P= 1.0)

          [ ] Incentive Plan Revenue Growth results:

              o    15% growth                Minimum (P = 0.0)
              o    20% growth                On Target (P = 0.5)
              o    25% growth                Maximum (P= 1.0)

          The multiplier formula shall be changed to:

               Multiplier = P + R

I  further  certify  that the  foregoing  resolutions  have not been  rescinded,
modified or amended  since their  adoption  and are  currently in full force and
effect.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Company this 20th day of December, 1999.


                                             /s/ Peter L. McCorkell
                                             -----------------------------------
                                                 Peter L. McCorkell
                                                 Secretary

                                       1                            Exhibit 10.1