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                                                                    Exhibit 4.2


                CARREKER CORPORATION DIRECTOR STOCK OPTION PLAN


    WHEREAS, on March 30, 1998, Carreker Corporation (the "Company") adopted the
Carreker Corporation Director Stock Option Plan, which was approved by its
shareholders; and

    WHEREAS, the Board of Directors of the Company has determined that it is
advisable and in the best interests of the Company to amend and restate such
plan effective as of July 19, 2001, subject to the approval of the Company's
stockholders, and the plan shall be known as the Carreker Corporation Director
Stock Option Plan (the "Plan").

    NOW, THEREFORE, the terms of the Plan shall be as follows:

SECTION 1. PURPOSE.

    The purpose of this Plan of the Company is to encourage ownership in the
Company by outside directors of the Company whose continued services are
considered essential to the Company's continued progress and thus to provide
them with a further incentive to continue as directors of the Company.

SECTION 2. ADMINISTRATION.

    The Plan shall be administered by the Compensation Committee (the
"COMMITTEE") appointed by the Board of Directors of the Company. Awards of stock
options under the Plan and the amount and nature of the awards to be granted
shall be automatic as described in section 6 hereof. However, all questions or
interpretation of the Plan or of any opinions issued under it shall be
determined by the Committee and such determination shall be final and binding
upon all persons having an interest in the Plan. Any or all powers and
discretion vested in the Committee under the Plan may be exercised by any
subcommittee so authorized by the Committee.

SECTION 3. PARTICIPATION IN THE PLAN.

    All directors of the Company shall be eligible to participate in the Plan
unless they are employees of the Company or any subsidiary of the Company.

SECTION 4. STOCK SUBJECT TO THE PLAN.

    The stock which is made the subject of awards granted under the Plan shall
be the Company's Common Stock ("COMMON STOCK"), par value $.01 per share. The
total number of shares issuable under the Plan shall not exceed 200,000 shares
(subject to adjustment under Section 11). If any outstanding option under the
Plan for any reason expires or is terminated without having been exercised in
full, the shares allocable to the unexercised portion of such option shall again
become available for grant pursuant to the Plan.

SECTION 5. NON-STATUTORY STOCK OPTIONS.

    All options granted under the Plan shall be non-statutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986.

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SECTION 6. TERMS, CONDITIONS AND FORM OF OPTIONS.

    Each option granted under the Plan shall be evidenced by a written agreement
in such form as the Committee shall from time to time approve (the "OPTION
AGREEMENT"), which agreements shall comply with and be subject to the following
terms and conditions:

    a.  OPTION GRANT DATES. Options shall be granted automatically to each
        director on the first business day of the Board Compensation Year (the
        "date of grant").

        "BOARD COMPENSATION YEAR" shall mean the period from August 1 through
        July 31, commencing August 1, 2001.

    b.  OPTION AWARD. Each director shall be granted an option for shares,
        exercisable at the "Fair Market Value" of the shares as of the date of
        grant. The number of shares covered by the option shall be determined by
        calculating the "Fair Value" of the stock option using the Black-Scholes
        pricing model, taking into account the exercise price and expected term
        of the option, the current price of the stock, its expected volatility,
        the expected dividend yield on the stock, and the risk-free interest
        rate during the expected term of the option. The Fair Value of the
        option award shall be equal to $60,000.

        "FAIR MARKET VALUE" shall mean the last sales price of the Company's
        Common Stock at the close of business on the relevant Grant Date as
        reported on the Nasdaq National Market.

    c.  LIMITED TRANSFERABILITY. Each option granted under the Plan by its terms
       shall not be transferable by the director otherwise than (i) by will or,
       if he dies intestate, by the laws of descent and distribution of the
       state of his domicile at the time of his death, or (ii) to an immediate
       family member or trust, corporation, partnership or other entity
       controlled by the director or an immediate family member or in which the
       director or an immediate family member is a beneficiary, partner,
       shareholder or member. The term "immediate family member" means any
       child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
       sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
       brother-in-law, or sister-in-law, and shall include adoptive
       relationships. The transferee of a director shall not have the right to
       transfer the options transferred to him except by will or, if he dies
       intestate, by the laws of descent and distribution. A transfer to a minor
       shall not be permitted except pursuant to the Uniform Transfers to Minors
       Act or similar legislation. If a director transfers an option he shall
       immediately notify the Committee in writing of the name and address of
       the transferee, the number of options transferred and the date the
       transfer was made. Except as provided above, no option or interest
       therein may be transferred, assigned, pledged or hypothecated by the
       director during his lifetime, whether by operation of law or otherwise,
       or be made subject to execution, attachment or similar process.

    d.  VESTING; TERM OF OPTION. Options shall become vested over the Board
       Compensation Year on a calendar quarter basis, 25% on October 31, 25% on
       January 31, 25% on April 30, and 25% on July 31, provided that the
       director continues to serve as a director on each vesting date. No option
       shall be exercisable after the expiration of ten (10) years from the date
       on which such option is granted. Each option shall be exercisable during
       the entire term of the option; provided, however, that if an optionee
       dies before exercising any vested options, such options shall remain
       exercisable for a period of one (1) year following his date of death.

    e.  EXERCISE OF OPTION. An option granted hereunder may be exercised only by
        delivering a written notice to the Company accompanied by payment of the
        full consideration for such shares as to which such options are
        exercised. Unless otherwise prohibited by the Option Agreement, such
        consideration may be paid by delivery of shares of Common Stock or a
        combination of cash and shares of Common Stock; any such shares shall be
        valued at the fair market value of such shares on the date of exercise.
        Options may be exercised in full or in part for whole shares

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        (no fractional shares will be issued). The written notice referred to
        above shall specify the number of shares the optionee then desires to
        purchase.

        If any option has not been fully exercised on the last day of the term
        ("expiration date"), and the option exercise price is less than the then
        current Fair Market Value of the option shares, the unexercised portion
        of the Option shall be deemed exercised on such expiration date. In such
        event, shares of Common Stock shall not be issued until the option price
        and any other required amounts have been paid.

    f.  EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF DIRECTOR. Upon the death
       of a director, his options shall be exercisable by the person or persons
       entitled to do so under his will or by written designation filed with the
       Committee, or, if the director shall fail to make testamentary
       disposition of said options or shall die intestate, by the director's
       legal representative or representatives. All such options must be
       exercised prior to the specified expiration date of such options as
       provided in Section 6(d). Any exercise by a representative shall be
       subject to the provisions of this Plan.

    g.  PRORATION. In the event an optionee ceases to be a director of the
       Company for any reason before the full vesting of any option award, such
       option shall terminate in respect to the nearest whole number of optioned
       shares that are not vested.

SECTION 7. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.

    The Committee shall have the power to modify, extend or renew outstanding
options and authorize the grant of new options in substitution therefore,
provided that any such action may not have the effect of altering or impairing
any rights or obligations of any option previously granted without the consent
of the director.

SECTION 8. ASSIGNABILITY.

    The rights and benefits under this Plan shall not be assignable or
transferable by the director excepted as provided herein.

SECTION 9. PLAN TERM.

    The Plan shall remain in effect until July 31, 2011. All options for shares
subject to the Plan shall be granted not later than such date.

SECTION 10. LIMITATION OF RIGHTS.

    a.  NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting
       of an option nor any other action taken pursuant to the Plan shall
       constitute or be evidence of any agreement or understanding, expressed or
       implied, that the Company will retain a director for any period of time,
       or at any particular rate of compensation.

    b.  NO SHAREHOLDERS' RIGHT FOR OPTIONS. An optionee shall have no rights as
       a shareholder with respect to the shares covered by his options until the
       date of the issuance to him of a stock certificate therefore, and no
       adjustment will be made for dividends or other rights for which the
       record date is prior to the date such certificate is issued.

SECTION 11. ADJUSTMENT OF NUMBER OF SHARES.

    In the event that a stock dividend or stock split shall hereafter be
declared with respect to the Company's Common Stock, the number of shares of
Common Stock then subject to any outstanding option under the Plan and the
number of shares reserved for issuance pursuant to the Plan but not yet

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covered by an outstanding option shall be adjusted by adding to each such shares
the number of shares which would be distributable thereon if such share had been
outstanding on the date fixed for determining the shareholders entitled to
receive such stock dividend or stock split. In the event that the outstanding
shares of Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company, whether through
reorganization, recapitalization or reclassification, then there shall be
substituted for each share of Common Stock subject to an outstanding option and
for each share of Common Stock reserved for delivery pursuant to the Plan but
not yet covered by an option, the number and kind of shares of stock or other
securities in to which each outstanding share of Common Stock shall be so
changed or for which each such share shall be so exchanged. In the event there
shall be any change other than as specified above in this Section 11 or in
Section 12 in the outstanding shares of Common Stock or of any stock or other
securities into which such Common Stock shall have been changed or for which it
shall have been exchanged, then the Committee may make such adjustment or
change, if any, as it deems equitable in the number or kind of shares or other
securities then subject to outstanding options. In the case of any such
substitution or adjustment provided for in this Section 11, the option price for
each share covered by outstanding options prior to such substitution or
adjustment will be the option price for all shares of stock or other securities
which shall have been substituted for such share or to which such share shall
have been adjusted pursuant to this Section 11. No adjustment or substitution
provided for in this Section 11 shall require the Company to sell a fractional
share, and any fractional share resulting from any such adjustment or
substitution shall be eliminated from the option in question.

SECTION 12. BUSINESS COMBINATIONS.

    In the event that, while there remain options outstanding hereunder, there
shall occur a dissolution of the Company, a merger or consolidation in which the
Company is not the surviving corporation (for such purpose, the Company shall
not be deemed the surviving corporation in any such transaction if, as a result
thereof, it becomes a wholly owned subsidiary of another corporation) or a
transfer, in one or a series of related transactions, of substantially all of
the assets of the Corporation:

    (a) If a provision is made in writing in connection with such transaction
       for the assumption and continuance of any such option, or the
       substitution for such option of a new substantially equivalent option
       covering different shares or securities, with appropriate adjustment as
       to the number and kinds of shares or other securities deliverable with
       respect thereto, the existing option, or the new option substituted
       therefore, as the case may be, shall continue in the manner and under the
       terms provided; or

    (b) If provision is not made in such transaction for the continuance and
       assumption of any such option or for the substitution of a new
       substantially equivalent option, then the holder of such option shall be
       entitled immediately prior to the effective date of any such transaction
       to purchase the full number of shares covered by such option whether or
       not then exercisable as to such shares. The unexercised portion of any
       option shall be deemed cancelled as of the effective date of such
       transaction.

SECTION 13. EFFECTIVE DATE OF PLAN; SHAREHOLDER APPROVAL.

    The Plan was amended and restated effective July 19, 2001, subject to
approval of the Company's shareholders.

SECTION 14. AMENDMENT OF THE PLAN.

    The Board of Directors may suspend or discontinue the plan or amend it in
any respect whatsoever; provided, however, that without approval of the
shareholders of the Company, no revision or amendment shall increase the number
of shares subject to the Plan (except as provided in
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Section 11), change the designation of the class of directors eligible to
receive options, or materially increase the benefits accruing to participants
under the Plan.

SECTION 15. NOTICE.

    Any written notice to the Company or the Committee required by any
provisions of the Plan shall be addressed to the Secretary of the Company and
shall become effective when it is received.

SECTION 16. GOVERNING LAW.

    The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Texas and construed accordingly.