exv10w47



 





EXHIBIT 10.47




AMENDMENT NO. 1




TO

AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT




     THIS AMENDMENT NO. 1 (“Amendment No. 1”) to the Amended and Restated Change in Control
Agreement referred to herein below, dated as of December 4, 2006, by and between eFunds
Corporation, a Delaware corporation (the “Corporation”) and Paul F. Walsh (the “Executive”),
recites and provides as follows:



RECITALS




     WHEREAS, Executive entered into an Amended and Restated Change in Control Agreement with the
Corporation on November 3, 2004 (such agreement referred to herein as the “Change in Control
Agreement”); and



     WHEREAS, pursuant to this Amendment No. 1 the parties wish to amend the Change in Control
Agreement as provided below;



     NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and for other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Company and the Recipient agree as follows:



AGREEMENT




     1. Amendment. (a) The definition of “Business Combination Period” in Section I of the
Change in Control Agreement is hereby amended to (i) delete the words “third anniversary” appearing
therein and to substitute the words “fifth anniversary” therefor and (ii) delete the words “three
years” appearing therein and to substitute the words “five years” therefor.



          (b) Section II of the Change in Control Agreement is hereby amended to delete the words
“third anniversary” appearing therein and to substitute the words “fifth anniversary” therefor.




     2. Definitions. Capitalized terms used and not defined in this Amendment No. 1 shall
have the meanings ascribed to such terms in the Change in Control Agreement.



     3. Continuing Effect of Change in Control Agreement. Except as expressly provided
herein to the contrary, the Change in Control Agreement shall remain unaffected and shall continue
in full force and effect after the date hereof.



     4. References to Change in Control Agreement. From and after the execution and
delivery of this Amendment No. 1, all references to the Change in Control Agreement in the



 









 







Change in Control Agreement or any other document executed or delivered in connection
therewith shall be deemed a reference to the Change in Control Agreement as amended hereby, unless
the context expressly requires otherwise.



     5. Counterparts. This Amendment No. 1 may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including counterparts delivered
by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the
same instrument. Any such counterpart delivered by telecopy shall be effective as an original for
all purposes.



     6. Governing Law. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to principles of conflict of
laws.



	 	 	 	 	 
	 	EFUNDS CORPORATION

 	 
	 	By:  	/s/ Laura DeCespedes
 	 
	 	Name:  	Laura DeCespedes 	 	 
	 	Title:  	EVP, Human Resources 	 	 
	 
	 	PAUL F. WALSH

 	 
	 	By:  	/s/ Paul F. Walsh
 	 
	 	Name:  	 	 	 
	 	Title: