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                                                                   Exhibit 10.10

                               RETENTION AGREEMENT

                                     BETWEEN

                               EFUNDS CORPORATION

                                       AND

                                  PAUL F. WALSH

                                   DATED AS OF
                                November 3, 2004

                                 WALSH AGREEMENT

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                                     EFUNDS

                               RETENTION AGREEMENT

            AGREEMENT (this "Agreement"), by and between eFunds Corporation, a
Delaware corporation (the "Company"), and Paul F. Walsh (the "Executive"), dated
as of November 3, 2004 (the "Effective Date"). Capitalized terms used in this
Agreement that are not defined in the operative provisions shall have the
meanings ascribed to them in the Exhibit "B" hereto.

      1.    Employment Period. The Company hereby agrees to continue to employ
the Executive and the Executive hereby agrees to remain in the employ of the
Company subject to the terms and conditions of this Agreement, for the
Employment Period. The term "Employment Period" means the period commencing on
the date hereof and ending on the third anniversary of such date as
automatically extended for successive additional one-year periods unless, at
least six months prior to the scheduled expiration of the Employment Period, the
Company, based upon a determination by its Board of Directors (the "Board"), or
the Executive shall give notice to the other party that the Employment Period
shall not be so extended.

      2.    Terms of Employment.

            (a)   Position.

                  (i)   Commencing on the date hereof and for the remainder of
                        the Employment Period, the Executive shall serve as the
                        Chief Executive Officer and Chairman of the Board of the
                        Company. The Executive shall be based in Scottsdale,
                        Arizona.

                  (ii)  During the Employment Period, and excluding any periods
                        of vacation and sick leave to which the Executive is
                        entitled, the Executive agrees to devote his full time
                        during normal business hours to the business and affairs
                        of the Company and to use his good faith efforts to
                        perform such responsibilities. During the Employment
                        Period, the Executive may, so long as such activities do
                        not interfere with the performance of his
                        responsibilities to the Company in accordance with this
                        Agreement, continue the corporate directorships on which
                        the Executive serves, if any, as of the date hereof and
                        such other corporate directorships as are consented to
                        by the Board.

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            (b)   Compensation.

                  (i)   Base Salary. During the Employment Period, the Company
                        shall pay the Executive a minimum base salary (the
                        "Annual Base Salary") of $575,000 per year (or such
                        higher amount as may be determined at the discretion of
                        the Compensation Committee of the Board (the
                        "Compensation Committee")), which will be paid in
                        accordance with the Company's regular payroll policies
                        as in effect from time to time.

                  (ii)  Annual Bonus. In addition to Annual Base Salary, the
                        Executive shall be eligible to be paid, for each fiscal
                        year ending during the Employment Period, an annual
                        bonus (the "Annual Bonus"). The Executive's minimum
                        target Annual Bonus will be 100% of the Annual Base
                        Salary actually paid to the Executive for that fiscal
                        year (or such higher percentage as may be determined in
                        the discretion of the Compensation Committee). The
                        amount of the Annual Bonus actually paid to the
                        Executive for any given fiscal year may be higher or
                        lower than the target Annual Bonus and will be
                        determined in accordance with the performance parameters
                        established under, and the other terms and conditions
                        of, the Company's existing Annual Incentive Plan (or any
                        comparable successor plan). Any Annual Bonus earned by
                        the Executive shall be paid no later than the end of the
                        third month following the fiscal year for which the
                        Annual Bonus is awarded, unless the Executive shall
                        elect to defer the receipt of such Annual Bonus in
                        accordance with the terms and conditions of any deferred
                        compensation plan established by the Company. If the
                        Employment Period shall expire prior to the end of a
                        given fiscal year, the bonus, if any, payable for the
                        portion of the year during which the Executive was
                        employed shall be determined by the Compensation
                        Committee.

                  (iii) Stock Options and Other Equity Awards. The Executive
                        shall be entitled to participate in the eFunds
                        Corporation 2000 Stock Incentive Plan (or any comparable
                        successor plan) on generally the same terms and
                        conditions as the other senior executive officers of the
                        Company (the "Senior Executives"), it being understood
                        and agreed that the Executive will be eligible for
                        option and other equity awards commensurate with the
                        Executive's status as Chief Executive Officer.

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                  (iv)  Savings, Retirement and Other Incentive Plans. The
                        Executive shall be entitled to participate in all other
                        incentive, savings, deferred compensation, stock
                        purchase and retirement plans, practices, policies and
                        programs applicable generally to the other Senior
                        Executives.

                  (v)   Welfare Benefit Plans. The Executive and/or the
                        Executive's family, as the case may be, shall be
                        eligible to participate in all welfare benefit plans,
                        practices, policies and programs generally provided by
                        the Company to its Senior Executives (including, without
                        limitation, medical, prescription, dental, disability,
                        employee life, group life, accidental death and travel
                        accident insurance plans and programs).

                  (vi)  Expenses. The Executive shall be entitled to receive
                        prompt reimbursement for all reasonable expenses
                        incurred by the Executive in furtherance of the
                        Executive's duties in accordance with the then
                        prevailing policies, practices and procedures of the
                        Company.

                  (vii) Fringe Benefits. 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, as the case may be, and
                        payment of related expenses, in accordance with the
                        plans, practices, programs and policies of the Company.

                  (viii) Vacation. The Executive shall be entitled to six weeks
                        of paid time off per year and shall be entitled to
                        standard Company holidays in accordance with the plans,
                        policies, programs and practices of the Company.

                  (ix)  Restricted Stock Right Award and Stock Option Amendment.
                        On the Effective Date, the Company shall make a grant of
                        a Restricted Stock Right to the Executive (the
                        "Retention Restricted Stock Right Award") in accordance
                        with the terms and conditions set forth in that certain
                        Restricted Stock Right Award Agreement attached as
                        Exhibit "D" hereto and the Company and the Executive
                        shall amend that certain 2004 Award Agreement in
                        accordance with the terms and conditions set forth in
                        that certain Amendment to 2004 Award Agreement attached
                        as Exhibit "E" hereto.

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      3.    Termination of Employment.

            Any purported termination of the Executive's employment during the
      Employment Period (other than by reason of the death of the Executive)
      shall be communicated by a Notice of Termination given by the party
      seeking to terminate such employment to the other party hereto in
      accordance with Section 11(d) of this Agreement. Notwithstanding the
      existence of any dispute regarding the characterization of the reasons for
      any termination, the date of termination of the employment of the
      Executive (the "Termination Date") shall be the date set forth in the
      Notice of Termination.

            (a)   Termination by the Company Without Cause; Resignation by the
                  Executive for Good Reason; Non-Renewal by the Company. If the
                  Executive's employment shall be terminated by the Company
                  without Cause during the Employment Period or if the Executive
                  resigns for Good Reason, or if the Company elects not to
                  extend the term of this Agreement pursuant to Section 1, then:

                  (i)   the Company shall make a lump sum cash payment to
                        Executive equal to the sum of (x) the Executive's Annual
                        Base Salary through the Termination Date to the extent
                        not theretofore paid, (y) any Annual Bonus paid or
                        payable, including previously deferred amounts, in
                        respect of the most recently completed fiscal year of
                        the Company to the extent such amount is determinable
                        and not theretofore paid, together with any previously
                        deferred amounts, and (z) any vacation pay accrued by
                        the Executive through the Termination Date (the sum of
                        the amounts described in clauses (x), (y) and (z) shall
                        be hereinafter referred to as the "Accrued
                        Obligations"). In the event the Executive's Annual Bonus
                        for the most recently completed fiscal year of the
                        Company is not determinable on the Termination Date,
                        such Annual Bonus shall (subject to any deferral
                        election made by the Executive) be paid to Executive in
                        a lump sum, in cash, as soon as administratively
                        feasible after the date the amount of such Annual Bonus
                        is determined and in any event prior to the expiration
                        of the three month period referenced in Section
                        2(b)(ii). Any other amounts payable pursuant to this
                        Section 3(a)(i) shall be paid as soon as
                        administratively feasible following the Termination
                        Date;

                  (ii)  the Company shall pay to the Executive in equal
                        installments, made at least monthly, over the
                        twenty-four (24) months following the Date of
                        Termination, an aggregate amount equal to two (2) times
                        the Executive's Annual Base Salary in effect on the
                        Termination Date

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                        and two (2) times the target Annual Bonus with respect
                        to the Company's fiscal year in which the Termination
                        Date occurs;

                  (iii) except with respect to the Retention Restricted Stock
                        Right Award and except to the extent that provisions
                        that are more favorable to the Executive are contained
                        in Executive's option and other equity award agreements,
                        all options and any other unvested equity based awards
                        (including, without limitation, restricted stock) that
                        are granted to the Executive after the Effective Date
                        and that are scheduled to vest on or before the second
                        anniversary of the Termination Date shall vest in their
                        entirety on the Termination Date and (2) any options
                        that are granted to the Executive after the Effective
                        Date which are vested on the Termination Date or vest
                        pursuant to this Subsection (iii) may be exercised until
                        the earlier of (x) the second anniversary of the
                        Termination Date and (y) the expiration date of such
                        options; and

                  (iv)  the Company shall provide the Executive and his
                        dependents with group healthcare benefits under the
                        Company's group healthcare plans for a period ending on
                        the earlier of twenty-four (24) months after the
                        Termination Date or the date that the Executive becomes
                        eligible to participate in group healthcare plans of any
                        successor employer.

                  Notwithstanding the foregoing, Subsections (ii), (iii) and
                  (iv) of this Section 3(a) shall be null and void and the
                  Company shall have no obligations thereunder unless the
                  Executive shall have timely executed and delivered the Release
                  attached to this Agreement as Exhibit A within ten (10) days
                  after the Company's request therefor as described below and
                  the seven (7) day rescission period referenced in Section 1(c)
                  thereof shall have expired without the Executive having sent a
                  notice of revocation or rescission to the Company, at which
                  point any accrued amounts ("Termination Payments") which are
                  then payable under such subsections shall be paid to Executive
                  as soon as administratively feasible. The Company agrees to
                  deliver to the Executive a written request for the execution
                  and delivery of the Release on or within five (5) days before
                  or after the Termination Date.

            (b)   Termination by the Company for Cause; Resignation by the
                  Executive Without Good Reason. If the Executive's employment
                  shall be

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                  terminated by the Company for Cause during the Employment
                  Period or if the Executive resigns without Good Reason (as
                  both terms are hereinafter defined), then:

                  (i)   the Company's only obligations to the Executive shall be
                        for the payment of any Accrued Obligations owed to the
                        Executive on the Termination Date, which shall (subject
                        to any deferral election by the Executive) be paid as
                        soon as administratively feasible after the Termination
                        Date; and

                  (ii)  except to the extent that provisions that are more
                        favorable to the Executive are contained in the
                        Executive's option and other equity award agreements,
                        (1) all unvested options and any other unvested equity
                        based award (including, without limitation, restricted
                        stock) held by the Executive shall be forfeited on the
                        Termination Date and (2) any options held by the
                        Executive that are vested on the Termination Date may be
                        exercised until the earlier of (x) ninety (90) days
                        after the Termination Date and (y) the expiration date
                        of such options.

            (c)   Termination by Reason of Death or Retirement. The Executive's
                  employment shall terminate upon his death or Retirement during
                  the Employment Period. In the event of such termination:

                  (i)   the Company shall pay the Executive (or his heirs,
                        estate or legal representatives, as the case may be) an
                        amount equal to any Accrued Obligations owed to the
                        Executive on the Termination Date, which shall (subject
                        to any deferral election by the Executive) be paid as
                        soon as administratively feasible after the Termination
                        Date;

                  (ii)  except with respect to the Retention Restricted Stock
                        Right Award and except to the extent that provisions
                        that are more favorable to the Executive are contained
                        in the Executive's option and other equity award
                        agreements, (1) in the event of the Executive's death,
                        all unvested options and any other unvested equity based
                        awards (including, without limitation, restricted stock)
                        that are granted to the Executive after the Effective
                        Date shall vest on the Termination Date, (ii) in the
                        event of the Executive's Retirement, all unvested
                        options and any other unvested equity based awards
                        (including, without limitation, restricted stock) that
                        are granted to the Executive after the Effective Date
                        and that are scheduled

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                        to vest on or before the second anniversary of the
                        Termination Date shall vest on the Termination Date and
                        (3) any options that are granted to the Executive after
                        the Effective Date which are vested on the Termination
                        Date or vest pursuant to this Subsection (ii) may be
                        exercised until the earlier of (x) the second
                        anniversary of the Termination Date and (y) the
                        expiration date of such options; and

                  (iii) the Company shall provide the Executive and his
                        dependents with group healthcare benefits under the
                        Company's group healthcare plans for a period ending on
                        twenty-four months (24) after the Termination Date.

            (d)   Termination by Reason of Disability. If the Executive incurs a
                  Disability during the Employment Period, the Company may give
                  a Notice of Termination to the Executive of its intention to
                  terminate the Executive's employment by reason of such
                  Disability. In such event, the Executive's employment with the
                  Company shall automatically terminate on the 30th day after
                  the date of such Notice of Termination (unless such
                  Termination Date is extended by the Board) if the Executive
                  shall not have returned to full-time performance of the
                  Executive's duties within such thirty (30) day notice period.
                  In the event of such termination:

                  (i)   the Company shall pay the Executive (or his heirs,
                        estate or legal representatives, as the case may be) an
                        amount equal to any Accrued Obligations owed to the
                        Executive on the Termination Date, which shall (subject
                        to any deferral election by the Executive) be paid as
                        soon as administratively feasible after the Termination
                        Date;

                  (ii)  except with respect to the Retention Restricted Stock
                        Right Award and except to the extent that provisions
                        that are more favorable to the Executive are contained
                        in the Company's standard form option and other equity
                        award agreements, (1) all unvested options and any other
                        unvested equity based awards (including, without
                        limitation, restricted stock) that are granted to the
                        Executive after the Effective Date shall vest on the
                        Termination Date and (2) any options that are granted to
                        the Executive after the Effective Date which are vested
                        on the Termination Date or vest pursuant to this
                        Subsection (ii) may be exercised until the earlier of
                        (x) the second anniversary of the Termination Date and
                        (y) the expiration date of such options; and

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                  (iii) the Company shall provide the Executive and his
                        dependents with group healthcare benefits under the
                        Company's group healthcare plans for a period ending on
                        twenty-four (24) months after the Termination Date.

      4.    No Offset. The Company's payment obligations hereunder are absolute
and unconditional and shall not be subject to offset, counterclaim, recoupment,
defense or any other right the Company may have against him or anyone else.

      5.    Nonexclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit plan for
which the Executive may qualify nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company. Amounts that are vested benefits or that the Executive is
otherwise entitled to receive under any benefit plan, contract or agreement with
the Company at or subsequent to the Termination Date shall be payable in
accordance with such plan, contract or agreement except as explicitly modified
by this Agreement.

      6.    No Obligation to Mitigate; Expenses of Contests.

            (a)   No Obligation to Mitigate. 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 this Agreement, such amounts shall
                  not be reduced whether or not the Executive obtains other
                  employment.

            (b)   Expenses. The Company shall reimburse the Executive for the
                  reasonable cost incurred in finalizing this Agreement and any
                  related plans or agreements. Each party shall be responsible
                  for its own legal and professional fees and other expenses
                  incurred as a result of any contest by the Executive, by the
                  Company or others of the validity or enforceability of, or
                  liability under, any provision of this Agreement or the
                  Release Agreement (including as a result of any contest by the
                  Executive about the amount of any payment pursuant to this
                  Agreement).

      7.    Certain Additional Payments by the Company. 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, but determined without regard to any additional payments required under
Section (A) of Exhibit C) would be subject to the excise tax imposed by Section
4999 (or any successor section) of the Internal Revenue Code of 1986, as
amended, or any interest or penalties are incurred by the Executive with respect
to such or any other excise tax, then the Executive shall be entitled to receive
additional payments in an amount determined in accordance with Exhibit C.

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      8.    Restrictions and Obligations of the Executive.

            (a)   Consideration for Restrictions and Covenants. The parties
                  hereto acknowledge and agree that the principal consideration
                  for the agreement to make the payments provided in Section 3
                  hereof from the Company to the Executive is the Executive's
                  compliance with the undertakings set forth in this Section 8.
                  Specifically, the Executive agrees to comply with the
                  provisions of this Section 8 irrespective of whether the
                  Executive is entitled to receive any payments under Section 3
                  of this Agreement.

            (b)   Confidentiality. The confidential and proprietary information
                  and trade secrets of the Company (collectively, "Confidential
                  Information") are among its most valuable assets. The
                  Company's Confidential Information may include, without
                  limitation, its customer and vendor lists, database, computer
                  programs, frameworks, models, its marketing programs, its
                  sales, financial, marketing, training and technical
                  information, and any other information, whether communicated
                  orally, electronically, in writing or in other tangible forms
                  concerning how the Company creates, develops, acquires or
                  maintains its products and marketing plans, targets its
                  potential customers and operates its retail and other
                  businesses. Confidential Information does not include
                  information that is or shall have become publicly known or
                  available, unless it shall have become publicly known or
                  available as a result of the Executive's breach of his
                  obligations hereunder. The Company has invested, and continues
                  to invest, considerable amounts of time and money in obtaining
                  and developing the goodwill of its customers, its other
                  external relationships, its data systems and data bases, and
                  Confidential Information, and any misappropriation or
                  unauthorized disclosure of Confidential Information in any
                  form, would irreparably harm the Company. The Executive shall
                  keep confidential, and not use or disclose except in
                  connection with the good faith performance of his duties to
                  the Company or as required by law or legal process, all
                  Confidential Information relating to the Company and its
                  business, which shall have been obtained by the Executive
                  during the Executive's employment by the Company and which
                  shall not be or become public knowledge (other than by acts by
                  the Executive or representatives of the Executive in violation
                  of this Agreement). After termination of the Executive's
                  employment with the Company, the Executive shall not, without
                  the prior written consent of the Company or as may otherwise
                  be required by law or legal process, communicate, divulge or
                  use any such information, knowledge or data to anyone other
                  than the Company and those designated by it.

            (c)   Non-Solicitation or Hire. During the Employment Period and for
                  a two-year period following the Termination Date, the
                  Executive shall

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                  not, directly or indirectly:

                  (i)   without the prior written consent of the Company's Board
                        of Directors, (x) solicit, encourage, cause or induce
                        any person who is at the Termination Date, or was at any
                        time within the six-month period preceding the
                        Termination Date, an officer, general manager or
                        director or equivalent or more senior level employee of
                        the Company or any of its subsidiaries (a "Key
                        Employee") to terminate such employee's employment with
                        the Company or such subsidiary for the employment of
                        another company (including for this purpose the
                        contracting with any person who was an independent
                        contractor (excluding consultant) of the Company during
                        such period) or (ii) employ or offer employment to any
                        Key Employee who is on the date of such employment or
                        offer of employment, or was at any time within the
                        six-month period preceding such date, an employee of the
                        Company or any of its subsidiaries; or

                  (ii)  take any action that would interfere with the
                        relationship of the Company or its subsidiaries with
                        their suppliers and franchisees without, in either case,
                        the prior written consent of the Company's Board of
                        Directors, or engage in any other action or business
                        that would have a material adverse effect on the
                        Company.

            (d)   Non-Competition. As an essential inducement to the Company to
                  enter into this Agreement, and as consideration for the
                  promises of the Company contained herein, the Executive agrees
                  that during the term of his employment and for a period of
                  twenty-four (24) months after any Termination Date (other than
                  in connection with a Termination for Cause), the Executive
                  will not:

                  (i)   Control or own (directly or indirectly) more than two
                        percent of the outstanding capital stock of or other
                        equity interest in any Competitor; or

                  (ii)  Serve as an officer, member, director, contractor,
                        agent, consultant, advisor or employee of or to any
                        Competitor wherever located.

            (e)   Irreparable Injury. The Executive agrees that a breach by the
                  Executive of any of the terms of this Section 8 will cause
                  great and irreparable injury and damage to the Company and
                  that the Company shall have a right to equitable relief,
                  including, but not limited to, a temporary restraining order,
                  preliminary injunction, permanent

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                  injunction and/or order of specific performance, as a remedy
                  to enforce this Section 8 or prevent a threatened breach of
                  this Section 8 by the Executive. In addition, the Company will
                  be immediately relieved of any remaining obligation to make
                  any Termination Payments to the Executive if the Executive
                  should breach this Section 8.

      9.    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.

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

      10.   Miscellaneous.

            (a)   Governing Law. 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.

            (b)   Captions. The captions of this Agreement are not part of the
                  provisions hereof and shall have no force or effect.

            (c)   Amendment. 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.

            (d)   Notices. All notices and other communications hereunder shall
                  be in writing and shall be given by hand delivery to the other
                  party or by registered or certified mail, return receipt
                  requested, postage prepaid, addressed as follows:

                  (i)   if to the Executive, to Paul F. Walsh, 7307 North Black
                        Rock Trail, Paradise Valley, AZ 85253, with a copy to
                        Stephan G. Bachelder, Bachelder & Dowling, P.A., 22 Free
                        Street, Suite 201, Portland, ME 04101-3900;

                  (ii)  if to the Company, to it at eFunds Corporation, 8501
                        North Scottsdale Road, Suite 300, Scottsdale, Arizona
                        85253, Attention: General Counsel;

                  (iii) or to such other address as either party shall have
                        furnished to the other in writing in accordance
                        herewith. Notice and communications shall be effective
                        when

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                        actually received by the addressee.

            (e)   Assistance to Company. At all times during and after the
                  Employment Period and at the Company's expense for
                  out-of-pocket expenses actually and reasonably incurred by the
                  Executive in connection therewith, the Executive shall provide
                  reasonable assistance to the Company in the collection of
                  information and documents and shall make the Executive
                  available when reasonably requested by the Company in
                  connection with claims or actions brought by or against third
                  parties or investigations by governmental agencies based upon
                  events or circumstances concerning the Executive's duties,
                  responsibilities and authority during the Employment Period,
                  provided that this provision shall not require the Executive
                  to expend time or provide services in any manner or to any
                  degree, that would materially interfere with any subsequent
                  employment or consulting activity (including Board
                  memberships), and further provided that this provision shall
                  not require extensive or ongoing services without reasonable
                  compensation therefor.

            (f)   Severability of Provisions. Each of the sections contained in
                  this Agreement shall be enforceable independently of every
                  other section in this Agreement, and the invalidity or
                  nonenforceability of any section shall not invalidate or
                  render unenforceable any other section contained in this
                  Agreement. The Executive acknowledges that the restrictive
                  covenants contained in Section 8 are a condition of this
                  Agreement and are reasonable and valid in geographical and
                  temporal scope and in all other respects. If any court or
                  arbitrator determines that any of the covenants in Section 8,
                  or any part of any of them, is invalid or unenforceable, the
                  remainder of such covenants and parts thereof shall not
                  thereby be affected and shall be given full effect, without
                  regard to the invalid portion. If any court or arbitrator
                  determines that any of such covenants, or any part thereof, is
                  invalid or unenforceable because of the geographic or temporal
                  scope of such provision, such court or arbitrator shall reduce
                  such scope to the minimum extent necessary to make such
                  covenants valid and enforceable.

            (g)   Withholding. 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.

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            (h)   Waiver. The Executive's or the Company's failure to insist
                  upon strict compliance with any provision hereof or any other
                  provision of this Agreement or the failure to assert any right
                  the Executive or the Company may have hereunder shall not be
                  deemed to be a waiver of such provision or right or any other
                  provision or right of this Agreement.

            (i)   Intended to Supersede. This Agreement is intended to supersede
                  and replace any other prior employment, severance agreements
                  or arrangements between the parties, including that certain
                  Employment Agreement, dated as of September 9, 2002, between
                  the Executive and the Company, except such Employment
                  Agreement shall continue to apply solely for the purpose of
                  determining whether the Executive would have been entitled to
                  receive a "Termination Payment" under such Employment
                  Agreement upon the termination of his employment with the
                  Company for the purpose of determining the Executive's rights
                  under that certain Option Award Agreement, dated as of
                  September 16, 2002 between the Executive and the Company;
                  provided, however, that this Agreement shall not supersede or
                  replace that certain Change in Control Agreement, dated as of
                  September 16, 2002 (as amended, the "Change in Control
                  Agreement"), between the Executive and the Company. In
                  addition, nothing in this Agreement is intended to amend or
                  modify the terms of any stock option or other equity based
                  agreement between the Company and the Executive that is
                  outstanding as of the Effective Date, except to the extent
                  that any such award agreement is expressly amended pursuant to
                  or as described in this Agreement.

            (j)   Survival. 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 shall survive such expiration.

            (k)   Subject to Change in Control Agreement. In no event shall any
                  amounts be payable under this Agreement if the Executive
                  should become entitled to any payments pursuant to the Change
                  in Control Agreement. This Agreement is expressly made subject
                  to Section XI.F. of the Change in Control Agreement.

            (l)   Delegation of Duties. Notwithstanding any other provision in
                  this Agreement to the contrary, the Board may delegate the
                  responsibilities, duties and powers specified under this
                  Agreement to be observed or performed by the Board to the
                  Compensation Committee or the Board Affairs Committee.

            (m)   Open for Acceptance and Execution. The Executive acknowledges
                  that the terms of this Agreement have been open for acceptance
                  and

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                  execution for at least thirty (30) days during which time the
                  Executive has considered whether or not to accept this
                  Agreement and consulted with an attorney of the Executive's
                  choosing to advise the Executive regarding the same.

                             Signature Page Follows.

                                       14
<PAGE>

            IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and 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.

                                                PAUL F. WALSH

                                                /s/ Paul F. Walsh

                                                EFUNDS CORPORATION

                                                By: John J. Boyle III

                                                /s/ John J. Boyle III
                                                Its: Lead Director

                                       15
<PAGE>

                                                                       EXHIBIT A

                                     RELEASE

            WHEREAS, Paul F. Walsh ("the Executive") is an employee of eFunds
Corporation, a Delaware corporation (the "Company");

            WHEREAS, the Executive's employment with the Company has been
terminated effective as of ______________,______ (the "Termination Date");

            WHEREAS, the Executive and the Company have previously entered into
that certain Retention Agreement, dated as of November 3, 2004 (the
"Agreement"), pursuant to which the Company has agreed to make certain payments
to the Executive following the termination of his employment;

            WHEREAS, it is a condition to the Company's obligation to make
certain of the payments provided for in the Agreement that the Executive
execute, deliver and not rescind this Release; and

            WHEREAS, it is a condition to the effectiveness of this Release that
the Company in fact make such payments.

            NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, the Executive and
the Company hereby agree as follows:

1.    Release.

            (a)   As consideration for the promises of the Company contained in
      the Agreement, the Executive, for him and his successors and assigns,
      hereby fully and completely releases and waives any and all claims,
      complaints, rights, causes of action or demands of whatever kind, whether
      known or unknown or suspected to exist by the Executive (collectively,
      "Claims") which the Executive has or may have against the Company and any
      company controlling, controlled by or under common control with the
      Company (collectively with the Company, the "Controlled Group") and their
      respective predecessors, successors and assigns and all officers,
      directors, shareholders, employees and agents of those persons and
      companies ("the Released Parties") arising out of or related to any
      actions, conduct, promises, statements, decisions or events occurring
      prior to or on the Termination Date, including, without limitation, any
      Claims based on or arising out of the Executive's employment with the
      Controlled Group and the cessation of that employment; provided, however,
      that such release shall not operate (X) to relieve the members of the
      Controlled Group of any obligation to indemnify the Executive pursuant to
      the terms of the Company's by-laws or pursuant to any separate
      indemnification agreement in effect between the Company and the Executive
      or (Y) to release any claim the Executive may have under any insurance
      policy maintained by the Company and in effect on the date hereof; and,
      provided, further, that the effectiveness of such release shall be
      suspended until such time as the Company shall have fulfilled its
      obligation to make the

                                       1
<PAGE>

      termination payments referenced under Subsections (ii), (iii), and (iv) of
      Section 3(a) of the Agreement (it being understood and agreed that
      following the fulfillment by the Company of such obligation, such
      suspension shall be lifted and such release shall be fully effective and
      enforceable from and as of its date of execution by the Executive); and
      provided, further, that the Executive does not release the Company from
      the provisions of Sections 3 through 7 of the Agreement, which shall
      remain in effect. The Executive further agrees that he will not institute
      any legal proceedings against the Released Parties in respect of any Claim
      nor will he authorize any other party, whether governmental or otherwise,
      to seek individual remedies on his behalf with respect to any Claim. The
      Executive and the Company agree that, by signing this Release, the
      Executive is not waiving any Claim arising after the Termination Date or
      by reason of any breach of the Agreement.

            (b)   The Executive's release of Claims is intended to extend to and
      include Claims of any kind arising Title VII of the Civil Rights Act of
      1964, as amended, 42 U.S.C. Sections 2000e et seq., the Age Discrimination
      in Employment Act, 29 U.S.C. Sections 621 et seq., the Americans with
      Disabilities Act, 42 U.S.C. Sections 12101 et seq., the Delaware
      Discrimination in Employment Act, Del. Code Ann. Tit. 19, Sections
      710-718, the Delaware Handicapped Persons Employment Protections Act, Del.
      Code Ann. Tit. 19, Sections 720-728, the Arizona Civil Rights Act, Ariz.
      Rev. Stat. Sections 41-1401, et seq., the Arizona Employment Relationship
      and Constructive Discharge Law, Ariz. Rev. Stat. Sections 23-1501, et seq.
      and any other federal, state or local statute, Executive Order or
      ordinance prohibiting employment discrimination or otherwise relating to
      employment, as well as any claim for breach of contract (other than any
      breach of the Agreement), wrongful discharge, breach of any express or
      implied promise, misrepresentation, fraud, retaliation, violation of
      public policy, infliction of emotional distress, defamation, promissory
      estoppel, equitable estoppel, invasion of privacy or any other theory,
      whether legal or equitable.

            (c)   The Executive has been informed of the Executive's right to
      revoke this Release insofar as it extends to potential claims under the
      Age Discrimination in Employment Act by informing the Company of the
      Executive's intent to revoke this Release within seven (7) calendar days
      following the execution of this Release by the Executive. The Executive
      has further been informed and understands that any such rescission must be
      in writing and hand-delivered to the Company or, if sent by mail,
      postmarked within the applicable time period, sent by certified mail,
      return receipt requested, and addressed as follows:

                               eFunds Corporation
                             Gainey Ranch Center II
                             8501 N. Scottsdale Road
                                    Suite 300
                              Scottsdale, AZ 85253
                           Attention: General Counsel

                                       2
<PAGE>

The Company and the Executive agree that if the Executive exercises the
Executive's right of rescission, under this Section 1(c), the Company's
obligations to make any termination payments to the Executive under Subsections
(ii), (iii), or (iv) of Section 3(a) of the Agreement shall be null and void.

2.    Miscellaneous.

            (a)   The Executive may not assign or delegate any of the
      Executive's rights or obligations in respect of this Release and any
      attempted assignment or delegation shall be void and of no effect. This
      Release is binding upon and enforceable by the Company and the other
      members of the Controlled Group and their respective successors and
      assigns and inures to the benefit of the Executive and the Executive's,
      heirs and executors. This Release is governed by the substantive laws of
      the State of Delaware, without regard to its conflicts of law rules.

            (b)   The failure of a party to insist upon strict compliance with
      any of the terms, conditions or covenants expressed in this Release shall
      not be deemed a waiver of such term, condition or covenant, or any other
      term, condition or covenant, nor shall any waiver or relinquishment of any
      right or power under this release on one or more times be deemed a waiver
      or relinquishment of such right or power or any other right or power at
      any other time or times.

            (c)   Whenever possible, each provision of this Release will be
      interpreted in such manner as to be effective and valid under applicable
      law, but if any provision of this Release is held to be prohibited by or
      invalid under applicable law, such provision will be ineffective only to
      the extent of such prohibition or invalidity, without invalidating the
      remainder of such provision or the remaining provisions of this Release.

            (d)   This Release may be executed in one or more counterparts, any
      one of which need not contain the signatures of more than one party, but
      all such counterparts taken together will constitute one and the same
      instrument.

            (e)   The Executive has been informed that the terms of this Release
      will be open for acceptance and execution for thirty (30) days after the
      Termination Date, during which time the Executive may consider whether or
      not to accept this Release and consult with an attorney of the Executive's
      choosing to advise the Executive regarding the same. If the Executive does
      not execute this Release and deliver the same to the Company by such date,
      the obligation of the Company to make any termination payments under
      Subsections (ii), (iii), or (iv) of Section 3(a) of the Agreement shall be
      wholly null and void.

                             Signature Page Follows.

                                       3
<PAGE>

            IN WITNESS WHEREOF, the Company and the Executive have hereunto set
their hands to this release as of the dates set forth below.

                                                EFUNDS CORPORATION

Dated:

                                                ________________________________
                                                By:_____________________________
                                                Its:____________________________
                                                Paul F. Walsh

Dated:

STATE OF __________________)

County of _________________)

Subscribed and sworn before me

This _____ day of _____________, 2___.

                                      seal

Notary Public, State of

My Commission expires:

                                       4
<PAGE>

                                                                       EXHIBIT B

                                   DEFINITIONS

      Capitalized terms used in the Retention Agreement by and between eFunds
Corporation, a Delaware corporation (the "Company"), and Paul F. Walsh (the
"Executive"), dated as of November 3, 2004 (the "Agreement") that are not
elsewhere defined in the Agreement shall have the definitions set forth below:

      1.    "Cause" means:

            (i)   the willful and continued failure of the Executive to perform
                  substantially the Executive's material duties (other than as a
                  result of the mental of physical illness of the Executive or
                  any such failure as may allegedly occur after the Executive
                  issues a Notice of Termination for Good Reason pursuant to
                  Section 3(a) of the Agreement) for a period of thirty (30)
                  days or more after a 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
                  material duties;

            (ii)  the Executive engages in fraud or gross misconduct which is
                  materially and demonstrably injurious to the commercial
                  interests of the Company; or

            (iii) the Executive is convicted or pleads guilty or nolo contendre
                  to criminal misconduct constituting a felony or gross
                  misdemeanor involving a breach of ethics, moral turpitude or
                  other immoral conduct which reflects adversely upon the
                  reputation or interests of the Company or its customers or
                  vendors or the Executive becomes subject to criminal sanctions
                  that will prevent the Executive from performing his duties in
                  the ordinary course for a period of time that is likely to
                  exceed thirty (30) days.

      2.    "Competitor" means mean any entity (or, with regard to an entity
which engages in multiple lines of business, any division or subsidiary of such
entity) primarily engaged in the business of (1) processing debit, ACH, ATM or
EBT transactions or providing software that allows others to process such
transactions, (2) providing data-based risk management, decision support,
collection services or customer relationship management products and services,
so long as the provision of such products and services is governed by the
Federal Fair Credit Reporting Act, 15 U.S.C. sections 1681 et. seq. (or any
successor provision), (3) managing or deploying networks of ATMs or providing
business process outsourcing services (such as call centers or accounts
receivable or payable processing). An entity, or a subsidiary or division
thereof, shall not be considered to be a Competitor merely by engaging in the
business of providing any of the foregoing products or services if the revenues
from one or more of such activities do not

                                       1
<PAGE>

constitute ten percent (10%) or more of the total revenues of such entity,
division or subsidiary. By way of example, if an entity maintains a subsidiary
which derives a ten percent (10%) or more of its revenues from debit transaction
processing, the Executive could not engage in any restricted Activity with
respect to that subsidiary. The Executive would not, however, be prohibited from
engaging in any restricted activity for another division or subsidiary of such
entity so long as the Executive's relationship with such other division or
subsidiary is not maintained as a pretext designed to enable Executive to avoid
compliance with the spirit of the foregoing and the Executive does not engage in
any restricted activity with respect to the debit processing subsidiary during
the restricted period. Without limiting the generality of the foregoing,
"Competitors" shall by definition include such companies as Equifax, Experian,
TransUnion, First Data Corporation, Concord EFS and M&I.

      3.    "Disability" means a disability entitling the Executive to long-term
disability payments under the Company's applicable long-term disability plan,
and in the absence of such a plan shall mean the inability of the Executive to
substantially perform the essential functions of the Executive's position for a
period of sixty (60) or more consecutive days as a result of a mental or
physical illness.

      4.    "Good Reason" means:

            (i)   except with the Executive's prior consent, the assignment to
                  the Executive of any significant duties inconsistent with the
                  Executive's status and position as the Chief Executive Officer
                  of the Company or any other action by the Board which results
                  in a material and ongoing diminution of the Executive's
                  position and authority;

            (ii)  any failure by the Company to comply with any of the
                  provisions of this Agreement, other than an isolated failure
                  not occurring in bad faith which is remedied by the Company
                  promptly after receipt of notice thereof given by the
                  Executive;

            (iii) a requirement by the Company that the Executive maintain his
                  principal residence at a location outside of the Scottsdale,
                  Arizona area as a condition to his continued employment;

            (iv)  any request or requirement by the Company or the Board 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 or any professional ethical guidelines
                  or principles that may be applicable to the Executive; or

            (v)   except with the Executive's prior consent or as a result of a
                  failure of the stockholders of the Company to elect the
                  Executive to the Board or any legal or regulatory requirements
                  applicable to the Company, the removal of the Executive from
                  the office of

                                       2
<PAGE>

                  Chairman of the Board (it being understood and agreed that the
                  appointment by the Board of a Lead Director shall not be
                  deemed to constitute such a removal).

      5.    "Notice of Termination" means a notice communicated by any party
seeking to terminate the Executive's employment during the Employment Period.
Any Notice of Termination shall (1) indicate the specific termination section in
the Agreement relied upon by the party giving such notice (or that the
Executive's employment is being terminated by the Company without Cause or by
the Executive without Good Reason), (2) to the extent applicable, set forth in
reasonable detail the facts and circumstances claimed to provide a basis for the
termination of the Executive's employment under the section of the Agreement so
indicated and (3) if the Termination Date is not the date of receipt of such
notice, specify a Termination Date (which date shall be not more than one
hundred eighty (180) days after the date of the Notice of Termination). A Notice
of Termination for Cause shall include a certified copy of a resolution to such
effect duly adopted by the affirmative vote of not less than three-quarters of
the entire membership of the Board. The failure by the Executive or the Company
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
right of the Executive or the Company, as the case may be, from asserting such
fact or circumstance in enforcing their respective rights under the Agreement.

      6.    "Retirement" means any voluntary termination of employment with the
Company or any of its affiliates that is on or after the later of the date on
which (i) the Executive's age is at least fifty-five (55) and (ii) the Executive
shall have completed at least five (5) years of continuous service with the
Company or any of its affiliates. A failure by the Executive to extend the term
of this Agreement pursuant to Section 1 shall constitute his Retirement if he
shall have satisfied the conditions set forth in the preceding sentence as of
the date of the termination of his employment with the Company.

                                       3
<PAGE>

                                                                       EXHIBIT C

                           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 (collectively, a "Payment") 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, but determined without regard to any additional payments required under
this Section (A) would be subject to the excise tax imposed by Section 4999 or
any successor section) of the Internal Revenue Code of 1986, as amended (the
"Code") or any interest or penalties are incurred by the Executive with respect
to such or any other 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 determined in accordance with this Exhibit C
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 Exhibit C, if it
shall be determined that the Executive is entitled to a Gross-Up Payment, but
that the Executive, after 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 (or any
successor section)) unless, in the opinion of tax counsel ("Tax Counsel")
selected by the Company and reasonably acceptable to the Executive, 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" (as hereinafter defined) 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 (determined by giving

                                       1
<PAGE>

affect to the maximum loss of itemized deductions that could be suffered by the
Executive by virtue of his receipt of the Gross-Up Payment) and state and local
income taxes at the highest marginal rate of taxation in the state and locality
of Executive's residence on the Termination Date (or if there is no Termination
Date, then the date on which the Gross-Up Payment is calculated for purposes of
this Exhibit C), 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 (C), all determinations
required to be made under this Exhibit C, 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 a nationally
recognized certified public accounting firm designated by the Company and
reasonably acceptable to 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. All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Exhibit C, 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
hereunder, it is possible that Gross-Up Payments which should have been made by
the Company will not in fact have been made ("Underpayment"). In the event that
the Company exhausts its remedies pursuant to Section (C), fails to pursue such
remedies, or in any event fails to obtain a final, non-appealable determination
that no Excise Tax is due 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. For purposes of making
all determinations and calculations required by this Exhibit C, Tax Counsel and
the Accounting Firm may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the
Internal Revenue Code, provided that such determinations and calculations must
be based upon substantial authority (within the meaning of Section 6662 of the
Code).

            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 thirty (30)
day period following the date on which he 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

                                       2
<PAGE>

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
      (C)(4), 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, 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
      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 (C), the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject to
the Company's complying with

                                       3
<PAGE>

the requirements of Section (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 (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 thirty (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 Termination Date or other event causing the Gross-Up Payment;
provided, however, that if the amount of such Gross-Up Payment, and the
limitation on such payments set forth in Section (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 30th day after the Termination Date. In the event
that the amount of the estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute an obligation of the
Executive to the Company payable immediately. 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).

                                       4