EX-10.5






Exhibit 10.5




AMENDMENT TO

2005 RESTRICTED STOCK UNIT

AWARD AGREEMENT




This Amendment to 2005 Restricted Stock Unit Award Agreement (this “Amendment”) is entered
into as of February 26, 2007, by and between eFunds Corporation, a Delaware corporation (the
“Company”), and Paul F. Walsh (the “Executive”).



WHEREAS, the parties hereto previously entered into that certain 2005 Restricted Stock Unit
Award Agreement, dated as of January 13, 2005 (the “Agreement”);



NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the
Company and the Executive hereby agree as follows:



1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to such terms in the Agreement.



2. Section 1(b) of the Agreement is hereby amended to read as follows:



“(b) Subject to the acceleration and forfeiture provisions set forth below, 33-1/3% of the
Restricted Stock Right shall vest and be converted into Shares on February 19, 2006, 33-1/3% shall
vest and be converted into Shares on February 19, 2007 and the remaining portion of the Restricted
Stock Right shall vest and be converted into Shares on February 19, 2008. Any unvested portion of
the Restricted Stock Right shall be immediately forfeited and Recipient shall retain no residual
rights therein whatsoever if Recipient’s employment with or services to the Company and its
Affiliates shall be terminated for any reason other than a “Qualifying Termination.” As used
herein, a “Qualifying Termination” shall mean a “Retirement” (as such term is defined in that
certain Retention Agreement, dated as of November 4, 2004 (the “Retention Agreement”), between
Recipient and the Company) or any other termination of Recipient’s employment with the Company
under the Retention Agreement other than a termination of employment described in Section 3(b) of
the Retention Agreement. In the event Recipient’s employment with or services to the Company or
its Affiliates shall be terminated under circumstances constituting a Qualified Termination, any
unvested portion of the Restricted Stock Right shall vest and be converted into Shares on the date
of such Termination.



3. Section 7 of the Agreement is amended and restated in its entirely as follows: “Section 7.
Intentionally Omitted.”



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



5. Counterparts. This Amendment 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.



(Signature Page Follows)





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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
	 	Executive
	 
	 	 	 	 
	By:/s/ Laura DeCespedes

Its: EVP, Human Resources

	 	/s/ Paul F. Walsh

Paul F. Walsh
	 	



	 
	 	 	 	 







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