EFUNDS CORP
EX-10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>p67183exv10w2.txt
<DESCRIPTION>EX-10.2
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                           CHANGE IN CONTROL AGREEMENT

     AGREEMENT by and between eFunds Corporation, a Delaware corporation (the
"Company"), and Paul F. Walsh (the "Executive") dated as of September 16, 2002.

     The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its shareholders to ensure that the
Company will have the continued dedication and service of the Executive,
notwithstanding the possibility, threat or occurrence of a Business Combination
(as defined below) and to encourage the Executive's full support of and
participation in implementing the Company's business strategy involving one or
more significant transactions. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks associated with these types of strategic initiatives, to
encourage the Executive to provide his or her full attention and dedication to
the Company and its business strategies notwithstanding such personal
uncertainty and to provide the Executive with compensation and benefits
arrangements upon the occurrence of a Business Combination which ensure that the
compensation and benefits expectations of the Executive will be satisfied and
that the Executive will continue to receive compensation and benefits
competitive with those of other corporations. Therefore, in order to accomplish
these objectives, the Board has caused the Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     I. Certain Definitions.

        A. "Affiliate" shall have the meaning defined in Rule 12b-2 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
"Affiliates" of a Person shall also include such Person's "Associates," as such
term is defined in Rule 12b-2 promulgated under the Exchange Act.

        B. "Beneficial Owner" shall have the meaning defined in Rule 13d-3
promulgated under the Exchange Act.

        C. "Business Combination" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:

     1. any Person or group (as defined in Rule 13d-5 promulgated under the
Exchange Act) of Persons is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities, excluding,
at the time of their original acquisition, from the securities acquired directly
or beneficially by any such Person or group of Persons any securities acquired
directly from the Company or in connection with a transaction described in
clause (a) of paragraph 3 below; or

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     2. the individuals who at the date of this Agreement constitute the Board
and any new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or nomination for
election by the Company's shareholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors as of the date of this Agreement or whose appointment, election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or

     3. there is consummated a merger, share exchange, consolidation or similar
transaction (each, a "Transaction") involving the Company or any Affiliate of
the Company with any other Person, other than (a) a Transaction which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving Person or any parent thereof),
in combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Affiliate of the
Company, at least 65% of the combined voting power of the voting securities of
the Company or such surviving Person or any parent thereof outstanding
immediately after such merger or consolidation, or (b) a Transaction effected to
implement a recapitalization of the Company (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities); or

     4. the shareholders of the Company approve a plan of complete liquidation
of the Company or there is consummated an agreement for the sale or disposition
by the Company of all or substantially all of the assets of the Company and its
subsidiaries, other than a sale or disposition of all or substantially all of
the assets of the Company and its subsidiaries to a Person, at least 65% of the
combined voting power of the voting securities of which are owned by
shareholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale or disposition.

        D. "Business Combination Period" shall mean the period commencing on the
date hereof and ending on the third anniversary of the date hereof; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Business
Combination Period shall be automatically extended so as to terminate three
years from such Renewal Date, unless at least 120 days prior to the then-current
Renewal Date the Company shall give notice to the Executive that the Business
Combination Period shall not be so extended.

        E. "Control" shall mean the right, either directly or indirectly, to
elect a majority of the members of the board of directors (or similar governing
body) of a Person without the consent or acquiescence of any third party.

        F. [Intentionally Omitted]


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        G. "Effective Date" shall mean the first date during the Business
Combination Period on which a Business Combination occurs.

        H. "Person" shall mean any natural person, corporation, limited
liability company, association, partnership (whether general or limited), joint
venture, sole proprietorship, governmental agency, unit, subdivision or
municipality, trust, estate, association, custodian or any other individual or
entity, except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, or (iii) an
underwriter temporarily holding securities of the Company as part of a public
offering of such securities.

     II. Employment Period.

        Subject to the terms and conditions of this Agreement, the Company
hereby agrees to continue the Executive in its employ, and the Executive hereby
agrees to remain in the employ of the Company for the period commencing on the
Effective Date and ending on the third anniversary of such date (the "Employment
Period").

     III. Terms of Employment.

        A. Position and Duties.

     1. Position. Except with the Executive's written consent given in his or
her discretion, during the Employment Period, (a) the Executive's position
(including status, offices, titles and reporting requirements), authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned by the
Executive at any time during the 180-day period immediately preceding the
Effective Date and (b) the Executive's services shall be performed from the
location where the Executive was employed immediately preceding the Effective
Date or at a location less than 50 miles from such location.

     2. Attention to the Company's Affairs. During the Employment Period, and
excluding any periods of vacation and sick leave to which the Executive is
entitled, the Executive agrees to devote reasonable attention and time during
normal business hours to the business and affairs of the Company and, to the
extent necessary to discharge the responsibilities assigned to the Executive
hereunder, to use the Executive's reasonable efforts to perform faithfully and
efficiently such responsibilities. During the Employment Period it shall not be
a violation of this Agreement for the Executive to (a) serve on corporate, civic
or charitable boards or committees, (b) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (c) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement. It is expressly understood and agreed that to
the extent that any such activities have been conducted by the Executive prior
to the Effective Date, the continued conduct of such activities (or the conduct
of activities similar in nature and scope thereto) subsequent to the Effective
Date shall not thereafter be deemed to interfere with the performance of the
Executive's responsibilities to the Company.


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        B. Compensation.

     1. Base Salary. During the Employment Period, the Executive shall receive
an annual base salary (the "Annual Base Salary"), which shall be paid not less
often than monthly, at least equal to twelve times the monthly base salary paid
or payable, including any base salary which has been earned but deferred, to the
Executive by the Company and its Affiliates immediately preceding the month in
which the Effective Date occurs. During the Employment Period, the Annual Base
Salary shall be reviewed no more than 12 months after the last salary increase
awarded to the Executive prior to the Effective Date and thereafter at least
annually. In considering any increase to the Executive's Annual Base Salary, the
Executive will be treated in the same manner as other members of the Company's
senior executive team and all senior officers of any Person in Control of the
Company (such other senior executive team members and senior officers are herein
collectively referred to as "Peer Executives"). For example, if the annual base
salaries of the Peer Executives are established by reference to a percentile of
comparative market data, the increase, if any, to Executive's Annual Base Salary
shall be established in a like manner. The annual Base Salary shall not be
reduced after any such increase and the term Annual Base Salary as utilized in
this Agreement shall refer to Annual Base Salary as so increased. Any increase
in Annual Base Salary shall not serve to limit or reduce any other obligation to
the Executive under this Agreement.

     2. Annual Incentive Payment or Bonus. In addition to the Annual Base
Salary, the Executive shall be paid, for each fiscal year ending during the
Employment Period (ratably apportioned in the case of any fiscal year which is
not included within the Employment Period in its entirety), an annual incentive
payment or bonus (the "Annual Incentive Payment") in cash on the same basis as
such incentive payments or bonuses are paid to other Peer Executives. For
example, if annual incentive payments are created for other Peer Executives, the
target award for the Executive shall be established in the same manner as the
target award for the other Peer Executives (e.g. by reference to a percentile
target based on comparative market data) and the performance criteria and
performance measurements governing any payment earned by Executive shall be
based on the same performance criteria (such as earnings per share or return of
average capital employed) and performance measurements applied to the other Peer
Executives. Notwithstanding the foregoing, if the payment of a bonus to other
Peer Executives is, in whole or part, not based on objective performance
criteria, Executive's Annual Incentive Payment shall be at least equal to the
average of Executive's Annual Incentive Payments for the last two full fiscal
years prior to the Effective Date or, if Executive was not in the employment of
the Company during any portion of such two full fiscal years, Executive's target
Annual Incentive Payment for the fiscal year in which the Effective Date
occurred (such amount being herein referred to as the "Recent Annual Incentive
Payment"). Special or one-time awards (such as those associated with a
relocation bonuses) shall not be taken into account when computing the Recent
Annual Incentive Payment. During the Employment Period, the Executive's annual
target incentive or bonus opportunity shall in no event be less favorable to the
Executive than that provided by the Company to the Executive under its annual
incentive or bonus plans during the fiscal year in which the Effective Date
occurred, provided that any special or one time awards (such as those associated
with a new hire or promotion or relocation bonuses) shall not be taken into
account. Each such Annual Incentive Payment shall be paid no later than the end
of the third month of the fiscal year next following the fiscal year in respect
of which the Annual



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Incentive Payment is awarded, unless the Executive shall elect to defer the
receipt of such Annual Incentive Payment.

     3. Stock Incentive Plans. During the Employment Period, the Executive shall
be entitled to participate in any stock incentive, option, performance share and
other stock-based incentive plans (if any) on the same basis as other Peer
Executives. For example, if other Peer Executives are awarded stock options or
restricted stock units or shares based on references to comparative market data,
Executive's awards shall be made on the same basis, and shall, in any event,
contain the same terms and conditions, and if applicable, be subject to the same
performance criteria, as applied to awards to other Peer Executives.
Notwithstanding the foregoing, such long-term incentive opportunities for the
Executive shall in no event be less favorable, in each case and in the
aggregate, than those provided by the Company and its Affiliates for the
Executive during the fiscal year during which the Effective Date occurs,
provided that any special or one-time awards (such as those associated with a
new hire or promotion) shall not be taken into account.

     4. Savings, Retirement and Other Incentive Plans. During the Employment
Period, the Executive shall be entitled to participate in all other incentive,
savings and retirement plans, practices, policies and programs applicable
generally to other Peer Executives, but in no event shall such plans, practices,
policies and programs provide the Executive with incentive opportunities
(measured with respect to both regular and special incentive opportunities, to
the extent, if any, that such distinction is applicable), savings opportunities
and retirement benefit opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided for the Executive at any
time during the one year period immediately preceding the Effective Date or if
more favorable to the Executive, those provided generally at any time after the
Effective Date to other Peer Executives; provided, however, that such benefits
may be reduced pursuant to a general (across-the-board) reduction of such
benefits similarly affecting all Peer Executives.

     5. Welfare Benefit Plans. During the Employment Period, the Executive
and/or the Executive's family, as the case may be, shall be eligible for
participation in and shall receive all benefits under all welfare benefit plans,
practices, policies and programs (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) to the extent applicable
generally to other Peer Executives but in no event shall such plans, practices,
policies and programs provide the Executive with benefits which are less
favorable, in the aggregate, than the most favorable of such plans, practices,
policies and programs in effect for the Executive at any time during the one
year period immediately preceding the Effective Date or, if more favorable to
the Executive, those provided generally at any time after the Effective Date to
other Peer Executives; provided, however, that such benefits may be reduced
pursuant to a general (across-the-board) reduction of such benefits similarly
affecting all Peer Executives.

     6. Expenses. During the Employment Period, the Executive shall be entitled
to receive prompt reimbursement for all reasonable expenses incurred by the
Executive in accordance with the most favorable policies, practices and
procedures of the Company and its Affiliates in effect for the Executive at any
time during the one year period immediately


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preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other Peer Executives.

     7. Fringe Benefits. During the Employment Period, the Executive shall be
entitled to fringe benefits, including, without limitation, tax and financial
planning services, use or reimbursement for the use of an automobile, and
payment of related expenses, in accordance with the most favorable plans,
practices, programs and policies of the Company and its Affiliates in effect for
the Executive at any time during the one year period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other Peer Executives; provided, however,
that such benefits may be reduced pursuant to a general (across-the-board)
reduction of such benefits similarly affecting all Peer Executives.

     8. Office and Support Staff. During the Employment Period, the Executive
shall be entitled to an office or offices of a size and with furnishings and
other appointments, and to exclusive personal secretarial and other assistance,
not materially less favorable than that provided to the Executive by the Company
and its Affiliates at any time during the one year period immediately preceding
the Effective Date or, if more favorable to the Executive, as provided generally
at any time thereafter with respect to other Peer Executives.

     9. Vacation. During the Employment Period, the Executive shall be entitled
to paid vacation and holidays in accordance with the most favorable plans,
policies, programs and practices of the Company and its Affiliates as in effect
for the Executive at any time during the one year period immediately preceding
the Effective Date or, if more favorable to the Executive, as in effect
generally at any time thereafter with respect to other Peer Executives.

     IV. Termination of Employment.

        A. Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the "Disability" of the Executive has
occurred during the Employment Period, it may, give a Notice of Termination to
the Executive in accordance with Sections IV.D. and XI.B. of this Agreement of
its intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company or its Affiliates, as the case may be,
shall terminate effective on the 30th day after receipt of the Notice of
Termination by the Executive (unless such date is extended as provided in
Section IV.F.), provided that, the Executive shall not have returned to
full-time performance of his or her duties within such 30 day notice period. For
purposes of this Agreement, "Disability" shall mean the absence of the Executive
from the Executive's duties with the Company or its Affiliates, as the case may
be, on a full-time basis for 180 consecutive days as a result of incapacity due
to mental or physical illness which is determined to be permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative.

        B. Cause. The Company may terminate the Executive's employment during
the Employment Period with or without Cause. For purposes of this Agreement,
"Cause" shall mean:

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     1. the willful and continued failure of the Executive to perform
substantially the Executive's material duties with the Company and its
Affiliates (other than any such failure resulting from incapacity due to
physical or mental illness or any such actual or anticipated failure after the
issuance of a Notice of Termination for Good Reason by the Executive pursuant to
Section IV.D. hereof), after a written demand for substantial performance is
delivered to the Executive by the Board which specifically identifies the manner
in which the Board believes that the Executive has not substantially performed
the Executive's duties; or

     2. the willful engaging by the Executive in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the Company or its
Affiliates.

     For purposes of this provision, (a) no act or failure to act on the part of
the Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company and (b)
in the event of a dispute concerning the application of this provision, no claim
by the Company that Cause exists shall be given effect unless the Company
establishes to the Committee (as defined in Section XI.J.) by clear and
convincing evidence that Cause exists. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer of the Company (if Executive is not
the Chief Executive Officer) or based upon the advice of counsel for the Company
(or if the Executive is counsel to the Company, based upon the Executive's own
legal conclusions) shall be conclusively presumed to be done, or omitted to be
done, by the Executive in good faith and in the best interests of the Company.

        C. Good Reason. The Executive's employment during the Employment Period
may be terminated by the Executive with or without Good Reason. For purposes of
this Agreement, "Good Reason" shall mean:

     1. except with Executive's written consent given in his or her discretion,
the assignment to the Executive of any duties inconsistent in any respect with
the Executive's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section
III.A. of this Agreement, or the taking of any other action which results in a
diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial or inadvertent action not taken in
bad faith and which is remedied promptly after receipt of notice thereof given
by the Executive;

     2. any failure by the Company (or any successor employer) to comply with
any of the provisions of Section III.B. of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring in bad faith and
which is remedied promptly after receipt of notice thereof given by the
Executive;

     3. any requirement that Executive perform Executive's duties at any
location other than as provided in clause III.A.1(b) hereof or that the
Executive travel for business purposes to a substantially greater extent than
required immediately prior to the Effective Date;

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     4. any purported termination of the Executive's employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Section IV.D hereof and otherwise expressly permitted by this Agreement. For
purposes of this Agreement, no such purported termination shall be effective;

     5. any failure by the Company to comply with and satisfy Section X.C. of
this Agreement; or

     6. any request or requirement that the Executive take any action or omit to
take any action that is inconsistent with or in violation of the Company's
ethical guidelines and policies as the same existed within the 120 day period
prior to the Effective Date or any professional ethical guidelines or principles
that may be applicable to the Executive or, if Executive is counsel to the
Company, requesting or requiring Executive to practice in or under the laws of
any jurisdiction or appear before any court or other tribunal to or before which
Executive is not admitted to practice.

     For purposes of this Section IV.C., any good faith claim of "Good Reason"
made by the Executive shall be presumed to be correct unless the Company
establishes to the Committee by clear and convincing evidence that Good Reason
does not exist. The Executive's right to terminate the Executive's employment
for Good Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. The Executive's continued employment shall not
constitute a consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.

        D. Notice of Termination. Any purported termination of the Executive's
employment during the Employment Period (other than by reason of death) shall be
communicated by a Notice of Termination given in accordance with Section XI.B.
of this Agreement. For purposes of this Agreement, a "Notice of Termination"
means a written notice which (1) indicates the specific termination provision in
this Agreement relied upon (or that Executive's employment is being terminated
without Cause or by the Executive without Good Reason), (2) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated and (3) if the "Date of Termination" (as defined below)
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty days after the giving of such notice).
Further, a Notice of Termination for Cause is required to include a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Employer's Board at a meeting of the Employer's
Board called and held for such purpose (after reasonable notice is provided to
the Executive and the Executive is given an opportunity, together with counsel,
to be heard before the Employer's Board), finding that, in the good faith
opinion of the Employer's Board, the Executive is guilty of the conduct
described in subparagraph B.1. or B.2. above, and specifying the particulars
thereof in detail. A failure to set forth in the Notice of Termination any fact
or circumstance which contributes to a showing of Disability, Good Reason or
Cause shall not waive any rights hereunder or preclude the person delivering
such from asserting such fact or circumstance in enforcing rights hereunder;

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        E. Date of Termination. "Date of Termination" means (1) if the
Executive's employment is terminated for Cause, or by the Executive for Good
Reason or any other reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be (subject to extension as
provided in Section IV.F.), (2) if the Executive's employment is terminated
during the Employment Period other than for Cause or Disability, the Date of
Termination shall be the date on which Executive is notified of such
termination, (3) if the Executive's employment is terminated by reason of death
during the Employment Period, the Date of Termination shall be the date of death
of the Executive and (4) if the Executive's employment is terminated for
Disability, the date Executive's employment is terminated as provided in Section
IV.A.; provided, however, that the Date of Termination specified in this Section
E. may be extended to the date of termination (if applicable) provided in
Section IV.F.

        F. Dispute Concerning Termination. If within fifteen (15) days after any
Notice of Termination is given, or, if later, prior to the Date of Termination
(as determined without regard to this Section IV.F.), the party receiving such
Notice of Termination notifies the other party that a dispute exists concerning
whether a termination has properly been characterized as for Cause, Good Reason
or Disability, the Date of Termination shall be extended until the earlier of
(i) the date on which the Employment Period ends or (ii) the date on which the
dispute is finally resolved, either by mutual written agreement of the parties
or by a final judgment, order or decree of an arbitrator or a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal therefrom has expired and no appeal has been perfected); provided,
however, that the Date of Termination shall be extended by a notice of dispute
given by the Executive only if such notice is given in good faith and the
Executive pursues the resolution of such dispute with reasonable diligence.

        G. Compensation During Dispute. If a purported termination occurs during
the Employment Period and the Date of Termination is extended in accordance with
Section IV.F. hereof, Executive shall continue to receive the full compensation
in effect when the notice giving rise to the dispute was given (including, but
not limited to, salary) and the Executive shall continue as a participant in all
compensation, benefit and insurance plans in which the Executive was
participating when the notice giving rise to the dispute was given until the
Date of Termination, as determined in accordance with Section IV.F. hereof.

        H. Pre-Effective Date Actions. For purposes of this Agreement, the
Executive's employment shall be deemed to have been terminated during the
Employment Period by the Company without Cause or by the Executive with Good
Reason, if (i) the Executive's employment is terminated by the Company without
Cause prior to the Effective Date (whether or not a Business Combination ever
occurs) and such termination was at the request or direction of a Person who has
entered into an agreement (or a non-binding letter of intent or similar
instrument) with the Company the consummation of which would constitute a
Business Combination, (ii) the Executive terminates his or her employment for
Good Reason prior to the Effective Date (whether or not a Business Combination
ever occurs) and the circumstance or event which constitutes Good Reason occurs
at the request or direction of such a Person, or (iii) the Executive's
employment is terminated by the Company without Cause or by the Executive for
Good Reason and such termination or the circumstance or event which constitutes
Good Reason is otherwise in connection with or in anticipation of a Business

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Combination (whether or not a Business Combination ever occurs). For purposes of
any determination regarding the applicability of the immediately preceding
sentence, any position taken by the Executive shall be presumed to be correct
unless the Company establishes to the Committee by clear and convincing evidence
that such position is not correct.

     V. Post-Termination Obligations.

        A. Good Reason; Other Than for Cause. If, during the Employment Period,
Executive's employment shall be terminated other than for Cause, Disability or
by reason of the death of the Executive or if the Executive shall terminate
employment for Good Reason:

     1. the Company shall pay to the Executive in a lump sum in cash within 5
days after the Date of Termination the aggregate of the following amounts:

        (a) the sum of (i) the Executive's Annual Base Salary through the Date
of Termination to the extent not theretofore paid, (ii) any Annual Incentive
Payment paid or payable in respect of the most recently completed fiscal year of
the Company, to the extent such amount is determinable and not theretofore paid
and (iii), unless otherwise specified by Executive or prohibited by the terms of
any deferral agreement, any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any accrued
vacation pay, in each case to the extent not theretofore paid (the sum of the
amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred
to as the "Accrued Obligations"). In the event the Executive's Annual Incentive
Payment is not determinable on the Date of Termination, such Annual Incentive
Payment shall be paid to the Executive, in a lump sum in cash, within five days
after the date the amount of such Payment is determinable; and

        (b) an amount equal to the product of (i) two and (ii) the sum of (x)
the Executive's Annual Base Salary as of the Date of Termination and (y) the
higher of (A) the Recent Annual Incentive Payment and (B) the Executive's target
Annual Incentive Payment for the fiscal year in which the Date of Termination
occurs; and

        (c) an amount equal to the product of two times the higher of (i) the
sum of the amounts that would have been contributed based on the Reference
Amount (defined below) to the Executive's account under (x) all retirement plans
in which the Executive was eligible to participate immediately prior to the
Effective Date and (y) any excess or supplemental retirement plan in which the
Executive was eligible to participate as of the Effective Date (the "ERISA
Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and
any successor or replacement plans being referred to as the "Plans") as the
Plans were in effect and funded for the fiscal year immediately preceding the
Effective Date or (ii) the sum of the amounts that would have been contributed
based on the Reference Amount, to the Plans in which the Executive was eligible
to participate immediately prior to the Date of Termination as those Plans were
in effect and funded for the fiscal year immediately preceding the Date of
Termination. For the purposes hereof, the term "Reference Amount" shall mean an
amount equal to one-half of the amount calculated in clause V.A.1.(b).

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     2. for three years after the Executive's Date of Termination, or such
longer period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Executive and/or the Executive's family shall continue
to receive benefits at least equal to those which would have been provided to
them in accordance with the plans, programs, practices and policies described in
Section III.B.5. of this Agreement if the Executive's employment had not been
terminated or, if more favorable to the Executive, as in effect generally at any
time thereafter with respect to other Peer Executives; provided, however, that
if the Executive becomes re-employed with another employer and is eligible to
receive medical or other welfare benefits under another employer provided plan,
the medical and other welfare benefits described herein shall be secondary and
supplemental to those provided under such other plan during such applicable
period of eligibility. For purposes of determining eligibility (but not the time
of commencement of benefits) of the Executive for retiree welfare benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered to have remained employed until three years after the Date of
Termination and to have retired on the last day of such period as a qualified
retiree;

     3. immediately following the Executive's Date of Termination and, if a
Change of Control shall earlier occur, immediately following the Change of
Control, the Company shall take all such action as may be required fully and
immediately (but without duplication of benefits under this Section V.A.3.) to:

        (a) vest all outstanding, unvested options that may have been granted to
the Executive under the Company's stock incentive plan or any successor or
replacement plan (the "SIP") and permit the Executive a period equal to the
lesser of five years following that Date of Termination or the remaining term of
the applicable options to exercise such options in accordance with the
provisions of the SIP and any applicable award agreement (as modified or amended
as a result of the actions required by this clause);

        (b) vest all other restricted shares, restricted stock units or SARs
theretofore granted the Executive under the SIP or any other equity-based
compensation plan (except as may be specifically provided in any given award
agreement); and

        (c) in the case that the Company is not the surviving corporation in a
Transaction, to provide the Executive with the economic equivalent of the value
that the Executive would have received had the Company been the surviving
corporation of the Transaction and taken the actions required in clauses (a) and
(b) hereof.

     4. the Company shall, at its sole expense as incurred, provide the
Executive with out-placement services the scope and provider of which shall be
selected by the Executive in his or her sole discretion; and

     5. to the extent not theretofore paid or provided, the Company shall timely
pay or provide to the Executive any other amounts or benefits required to be
paid or provided to the Executive or which the Executive is eligible to receive
under any plan, program, policy or practice or contract or agreement of the
Company and its Affiliates (such other amounts and benefits shall be hereinafter
referred to as the "Other Benefits").

                                       12
<PAGE>

        B. Death. If the Executive's employment is terminated by reason of the
Executive's death during the Employment Period, this Agreement shall terminate
without further obligations to the Executive's legal representatives under this
Agreement, other than for payment of Accrued Obligations and the timely payment
or provision of Other Benefits. Accrued Obligations shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination. With respect to the provision of Other
Benefits, the term Other Benefits as utilized in this Section V.B. shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided to the estates and beneficiaries of Peer Executives under such
plans, programs, practices and policies relating to death benefits, if any, as
in effect with respect to other Peer Executives and their beneficiaries at any
time during the one year period immediately preceding the Effective Date or, if
more favorable to the Executive's estate and/or the Executive's beneficiaries,
as in effect on the date of the Executive's death with respect to other Peer
Executives and their beneficiaries.

        C. Disability. If the Executive's employment is terminated by reason of
the Executive's Disability during the Employment Period, this Agreement shall
terminate without further obligations to the Executive, other than for payment
of Accrued Obligations and the timely payment or provision of Other Benefits.
Accrued Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination. With respect to the provision of Other
Benefits, the term Other Benefits as utilized in this Section V.C. shall
include, and the Executive shall be entitled after the Date of Termination to
receive, disability and other benefits at least equal to the most favorable of
those generally provided to disabled Peer Executives and/or their families in
accordance with such plans, programs, practices and policies relating to
disability, if any, as in effect generally with respect to other Peer Executives
and their families at any time during the one year period immediately preceding
the Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter generally with respect to other Peer
Executives and their families.

        D. Cause; Other than for Good Reason. If the Executive's employment
shall be terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to or provide the Executive with (1) his or her Annual Base Salary
through the Date of Termination, (2) the amount of any compensation previously
deferred by the Executive and (3) Other Benefits, in each case to the extent
theretofore unpaid. If the Executive terminates employment during the Employment
Period, excluding a termination for Good Reason or Disability, this Agreement
shall terminate without further obligations to the Executive, other than for
Accrued Obligations and the timely payment or provision of Other Benefits. In
such case, all Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination.

     VI. Non-exclusivity of Rights.

     Nothing in this Agreement shall prevent or limit the Executive's continuing
or future participation in any plan, program, policy or practice for which the
Executive may qualify, nor, subject to Section XI.F., shall anything herein
limit or otherwise affect such rights as the



                                       13
<PAGE>

Executive may have under any other contract or agreement with the Company or any
of its Affiliates. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, policy, practice or program of or
any contact or agreement with the Company or any of its Affiliates or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.

     VII. Full Settlement.

     The payment and performance obligations provided for in this Agreement
shall not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which may be assertable against the Executive or others.
In no event shall the Executive be obligated to seek other employment or take
any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and, except as specifically
provided in Section V.A.2. hereof, such amounts shall not be reduced whether or
not the Executive obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal fees and expenses which
the Executive may incur in good faith as a result of any contest (regardless of
the outcome thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code"). Such payments shall be made within five (5) business days
after delivery of the Executive's written requests for payment accompanied with
such evidence of fees and expenses incurred as the Company reasonably may
require.

     VIII. Certain Additional Payments.

     A. Anything in this Agreement to the contrary notwithstanding and except as
set forth below, in the event it shall be determined that any payment or benefit
received or to be received by the Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with the Company, any Person whose actions
result in a Business Combination or any Person Affiliated with the Company or
such Person, but determined without regard to any additional payments required
under this Section VIII) (collectively, a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code (or any successor section) or any
interest or penalties are incurred by the Executive with respect to such excise
tax (any such tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments. Notwithstanding the foregoing provisions of this Section VIII.A.,
if it shall be determined that the Executive is entitled to a Gross-Up Payment,
but that the Executive, after

                                       14
<PAGE>

taking into account the Payments and the Gross-Up Payment, would not receive a
net after-tax benefit of at least $50,000 (taking into account both income taxes
and any Excise Tax) as compared to the net after-tax benefit the Executive would
receive if the Gross-Up Payment were eliminated and the Payments were reduced,
in the aggregate, to an amount (the "Reduced Amount") such that the receipt of
Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall
be made to the Executive and the Payments, in the aggregate, shall be reduced to
the Reduced Amount. For purposes of determining whether any of the Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Payments shall be treated as "parachute payments" (within the meaning of Section
280G(b) of the Code) unless, in the opinion of tax counsel ("Tax Counsel")
reasonably acceptable to the Executive and selected by the Accounting Firm (as
defined below), such payments or benefits (in whole or in part) do not
constitute parachute payments, including by reason of Section 280G(b)(4)(A) of
the Code, (ii) all "excess parachute payments" within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in
the opinion of Tax Counsel, such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually rendered (within the
meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as
defined in Section 280G(b)(3) of the Code) allocable to such reasonable
compensation, or are otherwise not subject to the Excise Tax, and (iii) the
value of any non-cash benefits or any deferred payment or benefit shall be
determined by the Accounting Firm in accordance with the principals of Sections
280G(d)(3) and (4) of the Code. For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the
highest marginal rate of federal income taxation in the calendar year in which
the Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rate of taxation in the state and locality of Executive's
residence (or, if higher, the state and locality of Executive's employment) on
the Date of Termination (or if there is no Date of Termination, then the date on
which the Gross-Up Payment is calculated for purposes of this Section VIII.A.),
net of the maximum reduction in federal income taxes which could be obtained
from deduction of such state and local taxes.

     B. Subject to the provisions of Section VIII.C., all determinations
required to be made under this Section VIII, including whether a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by Ernst & Young
or such other certified public accounting firm as may be designated by the
Executive (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the receipt of notice from the Executive that a Payment has been made or will be
required, as the case may be, or such earlier time as is requested by the
Company. In the event that the Accounting Firm is serving as accountant or
auditor for the Person or group of Persons effecting a Business Combination, the
Executive shall appoint another nationally recognized accounting firm to make
the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section VIII., shall be paid by the Company to the
Executive within five days of the receipt of the Accounting Firm's
determination. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the
Accounting Firm

                                       15
<PAGE>

hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment") consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section VIII.C. and the Executive thereafter
is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.

     C. The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive is informed
in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which he or she gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:

        1. give the Company any information reasonably requested by the Company
relating to such claim;

        2. take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company;

        3. cooperate with the Company in good faith in order to effectively
contest such claim; and

        4. permit the Company to participate in any proceedings relating to such
claim; provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section VIII.C., the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, further, however, that if the Company directs
the Executive to pay such claim and sue for a refund, the Company shall advance
the amount of such payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest and penalties with respect thereto)
imposed with respect to such

                                       16
<PAGE>

advance or with respect to any imputed income with respect to such advance; and
further provided that any extension of the statute of limitations relating to
payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

     D. If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section VIII.C., the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section VIII.C.) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of any amount advanced by the Company pursuant to Section VIII.C., a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

     E. The Gross-Up Payment shall be made not later than the fifth day
following the Date of Termination; provided, however, that if the amount of such
Gross-Up Payment, and the limitation on such payments set forth in Section
VIII.A. hereof, cannot be finally determined on or before such day, the Company
shall pay to the Executive on such day an estimate, as determined in good faith
by the Accounting Firm, of the minimum amount of such Gross-Up Payment to which
the Executive is clearly entitled and shall pay the remainder of such payments
(together with interest on the unpaid remainder (or on all such payments to the
extent the Company fails to make such payments when due) at 120% of the rate
provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can
be determined but in no event later than the thirtieth (30th) day after the Date
of Termination. In the event that the amount of the estimated payments exceeds
the amount subsequently determined to have been due, such excess shall
constitute a loan by the Company to the Executive, payable on the fifth (5th)
business day after demand by the Company (together with interest at 120% of the
rate provided in section 1274(b)(2)(B) of the Code). At the time that payments
are made under this Agreement, the Company shall provide the Executive with a
written statement setting forth the manner in which such payments were
calculated and the basis for such calculations including, without limitation,
any opinions or other advice the Company has received from Tax Counsel, the
Accounting Firm or other advisors or consultants (and any such opinions or
advice which are in writing shall be attached to the statement).

     IX. Confidential Information.

     During the term of this Agreement and for a period of three (3) years
thereafter, Executive will retain in confidence all proprietary and confidential
information concerning the Company and its Affiliates, including, without
limitation, customer lists, cost and pricing information, employee data, trade
secrets and software and, shall return to the Company or



                                       17
<PAGE>

destroy all copies and extracts thereof (however and on whatever medium
recorded), without keeping any copies thereof. The foregoing obligation with
respect to the protection of confidential information shall not apply to (A) any
information which was known to the Executive prior to disclosure to the
Executive by the Company or any of the Company's Affiliates; (B) any information
which was in the public domain prior to its disclosure to the Executive; (C) any
information which comes into the public domain through no fault of the
Executive; (D) any information which the Executive is required to disclose by a
court or similar authority or under subpoena, provided that the Executive
provides the Company with notice thereof and assists, at the Company's sole
expense, any reasonable endeavor by the Company, using appropriate means, to
obtain a protective order limiting the disclosure of such information; and (E)
any information which is disclosed to the Executive by a third party which has a
legal right to make such disclosure. In no event shall an asserted violation of
the provisions of this Section IX. constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this Agreement.

     X. Successors.

        A. This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives. If the Executive shall die while any amount would still be
payable to the Executive hereunder (other than amounts which, by their terms,
terminate upon the death of the Executive) if the Executive had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the executors, personal
representatives or administrators of the Executive's estate.

        B. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

        C. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as the Executive would be entitled to hereunder if the
Executive were to terminate the Executive's employment for Good Reason after the
Effective Date, except that, for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.


                                       18
<PAGE>

     XI. Miscellaneous.

        A. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without reference to principles of conflict
of laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

        B. All notices and other communications hereunder shall be addressed as
follows:

                  If to the Executive:
                  Paul F. Walsh
                  229 Foreside Road
                  Falmouth,  ME  04105
                  Telecopy:  N/A

                  With a copy to:
                  Stephan G. Bachelder
                  Stephan G. Bachelder & Associates, P.A.
                  22 Free Street
                  Portland, Maine  04101
                  Telecopy:  207-775-6441


                  If to the Company:
                  eFunds Corporation
                  Gainey Center II, Suite 300
                  Scottsdale, AZ  85253
                  Telecopy: 480-629-7661
                  Attn:  General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be in writing
and shall be effective five days after mailing, if sent by first class mail,
postage prepaid to the address set forth above, two business days after mailing
if sent by priority or overnight courier (next business day delivery) or upon
transmission if sent by telecopy, with receipt of the correct answer back.

        C. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

        D. The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.



                                       19
<PAGE>


        E. The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section IV.C. of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

        F. The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will"
and, subject to Section IV.H. hereof, prior to the Effective Date, the
Executive's employment may be terminated by either the Executive or the Company
at any time prior to the Effective Date, in which case the Executive shall have
no further rights under this Agreement, provided that nothing herein shall be
construed to limit or prevent the Executive from receiving compensation and
benefits from the Company or its Affiliates pursuant to that certain Employment
Agreement, dated September 9, 2002 (the "Employment Agreement"), under such
circumstances. From and after the Effective Date (and prior to the Effective
Date under the circumstances set forth in Section IV. H.) this Agreement shall
supersede any other agreement between the parties with respect to the subject
matter hereof (e.g., benefits accruing to the Executive upon termination of
employment), including without limitation the severance provisions of the
Employment Agreement. For the avoidance of doubt, in no event shall any
severance benefits be payable under both this Agreement and the Employment
Agreement.

        G. The obligations of the Company and the Executive under this Agreement
which by their nature may require either partial or total performance after the
expiration of the term of this Agreement (including, without limitation, those
under Section V. hereof) shall survive such expiration.

        H. All claims by the Executive for benefits under this Agreement shall
be directed to and determined by the Committee and shall be in writing. Any
denial by the Committee of a claim for benefits under this Agreement shall be
delivered to the Executive in writing and shall set forth the specific reasons
for the denial and the specific provisions of this Agreement relied upon. The
Committee shall afford a reasonable opportunity to the Executive for a review of
the decision denying a claim and shall further allow the Executive to appeal to
the Committee a decision of the Committee within sixty (60) days after
notification by the Committee that the Executive's claims has been denied.

        I. Notwithstanding any other provision in this Agreement to the
contrary, the Board shall delegate the responsibilities, duties and powers
specified under this Agreement to be observed or performed by the "Committee" to
a committee (the "Committee") consisting of not less than three individuals who
were directors of the Company ("Incumbent Directors") before any Business
Combination; provided, however, that in the event that fewer than three
Incumbent Directors are available at the time of such delegation or thereafter,
the Committee's members may include such individual or individuals as may be
appointed by the Incumbent Directors; and provided, further, however, the
maximum number of individuals (including directors) appointed to the Committee
shall not exceed five.



                                       20
<PAGE>

        IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from the Board, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first above written.

eFunds Corporation                      Executive


By: /s/ Steven F. Coleman               /s/  Paul F. Walsh
    -------------------------           ------------------------
                                        Paul F. Walsh

Its:  SVP & General Counsel
      -----------------------



                                       21

</TEXT>
</DOCUMENT>
