Sub Filer Id


    

      Exhibit
        10.1

      


      FIFTH
        AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      


      This
        Fifth Amended and Restated Employment Agreement ("Agreement")
        is made as of December 21, 2005, by and between Transaction Systems Architects,
        Inc., a Delaware corporation, ("Employer")
        and Gregory D. Derkacht ("Employee").

      


      PRELIMINARY
        STATEMENTS

      


      A.
         Employer
        and Employee have entered into that certain employment agreement dated as
        of
        December 3, 2001 pertaining to the terms of the employment of Employee by
        Employer, which agreement was amended and restated as of April 28, 2003,
        December 15, 2003, September 28, 2004 and August 5, 2005 (as amended and
        restated, the “Fourth
        Amended and Restated Employment Agreement”).

      


      B.
         Employer
        and Employee desire to amend and restate the Fourth Amended and Restated
        Employment Agreement as provided herein.

      


      AGREEMENT

      


      The
        parties to this Agreement, intending to be legally bound, agree as
        follows:

      


      1.
         Employment.
         Subject
        to the terms and conditions of this Agreement, Employer hereby agrees to
        employ
        Employee, and Employee hereby accepts and agrees to such employment, upon
        the
        terms and conditions set forth herein and with such duties attendant to
        Employee’s position as a senior executive officer of Employer and such other
        duties as shall be determined by the Board of Directors of Employer (the
        “Board”).

      


      2.
         Term. 
        The term of this Agreement, and Employee’s employment hereunder, shall commence
        on December 21, 2005 and, unless earlier terminated, continue through February
        28, 2006 (the “Term”).
        

      


      3.
         Duties.
         Employee
        shall, during the Term:

      


      (a)
         Execute
        Duties.
        Execute the duties attendant to his position as executive vice president,
        or
        such other position as the Board shall designate, and such additional duties
        as
        shall be determined and directed by the Board or the Company’s Chief Executive
        Officer (“CEO”) from time to time.

      


      (b)
         Board
        Service.
        Unless otherwise requested by the Board, serve as a member of the Board,
        subject
        to nomination by the Board and election by Employer’s stockholders.


      


      (c)
         Full
        Efforts and Time.
        Consistent with the foregoing, Employee shall devote full business time,
        energy,
        and skill to the businesses of Employer, and to the promotion of Employer's
        best
        interests; provided,
        however,
        that this Agreement shall not preclude Employee from participating in the
        affairs of any governmental, educational or other charitable institution,
        from
        engaging in professional speaking and writing activities, and from serving
        as a
        member of the board of directors of other corporations or entities (subject
        to
        the approval by the Chairman of the Board) so long as such activities do
        not
        unreasonably interfere with the businesses of Employer or conflict with
        Employee's obligations under this Agreement. 

      


      4.
         Compensation.

      


      (a)
         Base.
        Employer shall pay Employee for all services to be performed by Employee
        during
        the Term a base salary (the "Base
        Salary")
        at the rate of $360,000 per year, payable in substantially equal semi-monthly
        payments in accordance with Employer's customary practice for other employees,
        as such practice may be determined from time to time, for
        a period of time commencing on the start of the Term and ending December
        31,
        2005.
        Thereafter, for the remainder of the Term, Employer shall have no obligation
        to
        pay Employee the Base Salary. The Board may increase such Base Salary in
        its reasonable business judgment. The Board may decrease such Base Salary
        (i) as
        a result of a pro-rata across-the-board salary reduction for all executive
        level
        management employees of Employer, or (ii) to a rate of $180,000 per year
        if the
        Board or CEO directs Employee to provide transition services on less than
        a
        full-time basis. 

      


      (b)
         Management
        Incentive Compensation.
        Employee’s participation in Employer’s annual Management Incentive Compensation
        (“MIC”) Program ceased effective as of March 31, 2005. 

      


      (c)
         Transition
        Services Bonus.
        If, in the Board’s and the CEO’s reasonable judgment, Employee performs the
        duties contemplated under this Agreement, Employer will pay Employee a bonus
        as
        provided herein (a “Transition
        Bonus”)
        and, except as provided in Section 4(a) and 5(b), Employee shall not be entitled
        to any other compensation under this Agreement. The amount of any Transition
        Bonus will be determined by the CEO and the Board in their reasonable business
        judgment and shall not exceed the following:

      
                     
        i.  $125,000
        in consideration of transition services provided during Employer’s third
        fiscal 2005 quarter; 

      
        

ii.
 $250,000
        in consideration of transition services provided during Employer’s fourth fiscal
        2005 quarter; and

      


      iii. $125,000
        in consideration of transition services provided during Employer’s first fiscal
        2006 quarter.

      


      Payments
        under this Section 4(c) shall be made in accordance with Employer’s payroll
        practices in effect from time to time and shall be made on or about the date
        Employer customarily pays MIC compensation for the applicable fiscal
        quarter.

      


      (d)
         Business
        Expenses.
        In addition to the Base Salary set forth above, Employer agrees that during
        the
        Term Employee shall be entitled to reimbursement by Employer for all reasonable
        and documented business expenses incurred by him on Employer's behalf in
        the
        course of his employment hereunder in accordance with Employer's policy
        concerning the same.

      


      (e)
         Board
        Service.
        No separate or additional compensation will be paid to Employee with respect
        to
        service on the Board.

      


      (f)
         Stock
        Options.
        Employee has received three stock option grants from the Employer's existing
        stock option plans. The first grant was in the amount of 100,000 shares and
        was
        made on January 2, 2002. The second and third grants were in the amount of
        200,000 shares each and were made February 19, 2002. The terms and conditions
        for each of the grants are set forth in separate stock option agreements.
        The
        stock option agreements for each of the grants are attached hereto as Exhibits
        B, C and D, respectively.

      
        


        5.
           Additional
          Benefits.

        

          (a)
             Participation
            in Benefit Plans.
            During the Term, Employee and his dependents shall be entitled to participate
            in
            and receive health insurance and other benefits ("Benefit
            Plans")
            under Employer's Benefit Plans, whether qualified plans or non-qualified
            plans,
            subject to and on a basis consistent with the terms, conditions, including
            eligibility requirements, and overall administration of such Benefit
            Plans as
            provided to similarly situated employees of Employer, as changed from
            time to
            time. Employee shall be entitled to a minimum of four weeks of paid vacation
            and
            holidays in accordance with Employer's policies in effect from time to
            time for
            its employees.

           

        

      

      (b)
         Continuation
        of Certain Benefits.
        If Employee performs the duties contemplated under this Agreement through
        February 28, 2006, Employee will be entitled to continued participation in
        Employer’s group health plan until the earlier of (A) the date he becomes
        eligible to receive coverage and benefits under the health plan of a subsequent
        employer, or (B) February 28, 2011; provided (1) if Employee is precluded
        from continuing his participation in Employer’s group health plan as provided
        herein, he shall be paid, in a lump sum cash payment, within 30 days following
        the date it is determined he is unable to participate in the group health
        plan,
        an amount equal to the after-tax economic equivalent of the benefits (net
        of
        Employee’s contribution) provided under the plan; (2) the economic
        equivalent of any benefit foregone shall be deemed to be an amount equal
        to (i)
        the lowest cost that would be incurred by Employee in obtaining such benefit
        for
        himself (including family or dependent coverage, if applicable) on an individual
        basis, minus (ii) the amount Employee would reasonably have been expected
        to
        contribute under Employer’s group health plan; and (3) in no event shall the
        lump sum cash payment contemplated by this Section 5(b) exceed $30,000. Employee
        shall be eligible for group health plan continuation coverage under, and
        in
        accordance with, the Consolidated Omnibus Budget Reconciliation Act of 1965,
        as
        amended, when he ceases to be eligible for continued participation in Employer’s
        group health plan.

      


      6.
         Termination.

      


      (a)
         Types
        of Termination.

      


      (i) For
        Cause by Employer.
        Any termination of Employee's employment by Employer for Cause (as defined
        in
        Exhibit A attached hereto) shall be authorized by a vote of at least a majority
        of the non-employee members of the Board within 12 months of a majority of
        such
        non-employee members of the Board having actual knowledge of the event or
        circumstances providing a basis for such termination. In the case of
        clause (4) of the definition of Cause, Employee shall be given notice by
        the Board specifying in detail the particular act or failure to act on which
        the
        Board is relying in proposing to terminate him for Cause and offering Employee
        an opportunity, on a date at least 14 days after receipt of such notice,
        to have
        a hearing, with counsel, before a majority of the non-employee
        members of
        the Board, including each of the members of the Board who authorized the
        termination for Cause. Employee shall not be terminated for Cause if, within
        30
        days after the date of Employee's hearing before the Board (or if Employee
        waives a hearing, within 30 days after receiving notice of the proposed
        termination), he has corrected the particular act or failure to act specified
        in
        the notice and by so correcting such act or failure to act he has reduced
        the
        economic damage his act or failure to act has allegedly caused Employer to
        a
        level which is no longer material or has eliminated the probability that
        such
        act or failure to act is likely to result in material economic damage to
        Employer. No termination for Cause shall take effect until the expiration
        of the
        correction period described in the preceding sentence and the determination
        by a
        majority of the non-employee members of the Board that Employee has failed
        to
        correct the act or failure to act in accordance with the terms of the preceding
        sentence.

      


      Anything
        herein to the contrary notwithstanding, if, following a termination of
        Employee's employment by Employer for Cause based upon the conviction of
        Employee for a felony involving moral turpitude such conviction is finally
        overturned on appeal, Employee shall be entitled to the compensation provided
        in
        Sections 4(a) and 4(c) of the Severance Compensation Agreement; provided,
        however,
        that any such compensation shall be reduced dollar for dollar by the amount
        of
        any Transition Bonus paid under this Agreement. In lieu of the interest provided
        in clause (iv) of the first sentence of Section 4(a) of the Severance
        Compensation Agreement and the interest provided in the second sentence of
        Section 4(c) of the Severance Compensation Agreement, however, the
        compensation provided in Sections 4(a) and 4(c) of the Severance
        Compensation Agreement shall be increased by a 10% rate of interest, compounded
        annually, calculated from the date such compensation would have been paid
        if
        Employee's employment had been terminated without Cause.

      


      (ii) Death,
        Disability or Retirement of Employee.
        If Employee's employment is terminated during the Term due to the death,
        Disability (as defined below) or Retirement (as defined in Exhibit A) of
        Employee, then an amount equal to Employee's Base Salary (at the rate most
        recently in effect) shall be paid through the date of his death, Disability
        or
        Retirement, plus an amount in respect of any accrued but unused vacation
        days;
provided,
        however,
        that if Employee's employment is terminated due to death, Disability or
        Retirement subsequent to a Change in Control, then the applicable provisions
        of
        the Severance Compensation Agreement shall govern, provided the Severance
        Compensation Agreement has not been earlier terminated. 

      


      In
        addition to any other compensation provided for under this Agreement or the
        Severance Compensation Agreement, Employee's beneficiaries shall also receive
        any insurance benefits under the Benefit Plans to which Employee or his
        beneficiaries are entitled on the date of his death or Disability. Furthermore,
        if Employee’s employment is terminated during the Term due to Disability, then
        Employee will be entitled to continued participation in all Benefit Plans
        or
        programs available to Employer’s employees generally, until the earlier of
        (A) the date, or dates, he becomes eligible to receive coverage and
        benefits under the plans and programs of a subsequent employer (such coverages
        and benefits to be determined on a coverage-by-coverage or benefit-by-benefit
        basis) or (B) two years from the Termination Date; provided (1) if Employee
        is precluded from continuing his participation in any Benefit Plan or program
        as
        provided in the preceding sentence, he shall be paid, in a lump sum cash
        payment, within 30 days following the date it is determined he is unable
        to
        participate in any Benefit Plan or program, the after-tax economic equivalent
        of
        the benefits (net of Employee’s contribution) provided under the plan or program
        in which he is unable to participate for the period specified in the preceding
        sentence; and (2) the economic equivalent of any benefit foregone shall be
        deemed to be an amount equal to (i) the lowest cost that would be incurred
        by
        Employee in obtaining such benefit for himself (including family or dependent
        coverage, if applicable) on an individual basis, minus (ii) the amount Employee
        would reasonably have been expected to contribute under Employer’s group health
        plan. Employee shall be eligible for group health plan continuation coverage
        under and in accordance with the Consolidated Omnibus Budget Reconciliation
        Act
        of 1965, as amended, when he ceases to be eligible for continued participation
        in Employer’s group health plan under this Section 6(a)(ii).

      


      As
        used in this Agreement, the term "Disability"
        shall mean the inability of Employee, due to physical or mental illness,
        with or
        without a reasonable accommodation, to perform his duties with Employer on
        a
        full-time basis for six months and, within 30 days after a notice of termination
        is thereafter given by Employer, Employee's failure to return to the full-time
        performance of Employee's duties as set forth in Section 3.

      


      In
        the case of the Disability or Retirement of Employee, the Noncompetition
        and
        Confidentiality and other provisions of Sections 7 and 8 hereof shall remain
        in
        effect.

      


      (iii) Without
        Cause by Employer.
        Employer may terminate the employment of Employee at any time without Cause
        after providing Employee with 30 days' prior written notice setting forth
        its
        intention to do so.

      


      (iv) Expiration
        of Term.
        The expiration of this Agreement is by its own term, as set forth in Section
        2.

      


      (b)
         Compensation
        on Termination.
        Except as otherwise provided in the Severance Compensation Agreement, if
        Employee is terminated for Cause, death, Disability, Retirement, or voluntarily
        terminates his employment, Employee shall not be entitled to any compensation
        following the date of termination as defined below (the "Termination
        Date"):

      


      (i) for
        Cause by Employer - immediately upon the vote of a majority of the non-employee
        Board members as provided in Section 6(a)(i);

      


      (ii) for
        death, Disability or Retirement - for death or Retirement, immediately upon
        the
        date of such occurrence; for Disability, immediately upon expiration of the
        notice period described in Section 6(a)(ii) if Employee fails to return to
        the
        full-time performance of Employee's duties as set forth in Section 3;
        and

      


      (iiii) by
        its own term - on the date set forth in Section 2.

      


      (c)
         Compensation
        for Termination Without Cause.
        Subject to the provisions of this Agreement, in the event Employee's employment
        is terminated by Employer without Cause prior to February 28, 2006, Employer
        shall pay to Employee an amount equal to $500,000 minus the amount of any
        Transition Bonus paid prior to the Termination Date. 

      


      (d)
         Change
        in Control Compensation.
        Subject to the provisions of this Agreement, including without limitation
        Section 6(g), Employee shall be entitled to the compensation provided in
        the
        Severance Compensation Agreement pursuant to the terms stated in such agreement;
        provided,
        however,
        that any compensation payable under the Severance Compensation Agreement
        shall
        be reduced dollar for dollar by the amount of any Transition Bonus paid prior
        to
        the date of any payment under the Severance Compensation Agreement.


      


      (e)
         Expiration
        of Term.
        Subject to the provisions of this Agreement, including without limitation
        Sections 4(b), 5(b) and 6(g), if this Agreement remains in effect through
        the
        Term, Employee shall be entitled to the Transition Bonus and compensation
        provided under Section 5(b). 

      


      (f)
         Notice
        of Termination.
        Any termination of Employee’s employment by Employer pursuant to Section 6(a)(i)
or
        6(a)(iii)
        above shall be communicated by a written notice of termination to
        Employee.

      


      (g)
         Conflict
        in Benefits.
        To the extent that Employee is entitled to severance compensation pursuant
        to
        the terms of that certain amended and restated severance compensation agreement
        (the "Severance
        Compensation Agreement")
        dated as of September 28, 2004, a copy of which is attached hereto as Exhibit
        E,
        Employee’s entitlement to any severance compensation (including the Transition
        Bonus) shall be determined under the Severance Compensation Agreement;
provided,
        however,
        that any compensation payable under the Severance Compensation Agreement
        shall
        be reduced dollar for dollar by the amount of any portion of the Transition
        Bonus paid prior to the date of any payment under the Severance Compensation
        Agreement. Without limiting the foregoing, the parties expressly understand
        and
        agree that, if Employee is entitled to compensation under the Severance
        Compensation Agreement, Employee shall in no event be entitled to compensation
        pursuant to Section 4(c), 5(b) , 6(c) or 6(e) of this Agreement. 

      


      7.
         Noncompetition,
        Noninducement, Nonsolicitation, Release.

      


      (a)
         Employee
        hereby agrees that commencing on the date of this Agreement and continuing
        through 180 days after the termination date (the "Non-Compete
        Period"),
        he shall not singly, jointly, or as a member, employee, or agent of any
        partnership or as an officer, agent, employee, director or stockholder, or
        investor of any other corporation or entity, or in any other capacity, which
        is
        engaged in a similar business to that of Employer during the period of
        non-competition:

      


      (i) solicit,
        contact and/or service any person, firm, corporation, partnership, or entity
        of
        any kind whatsoever for purposes which are competitive to that of Employer,
        and
        for purposes similar to those performed by Employee for Employer, a client
        of
        Employer for which Employee performed service or had personal contact with
        on
        behalf of Employer during the last one year of Employee's employment with
        Employer; provided,
        that Employee shall be able to acquire and hold up to 1% of the outstanding
        shares of any publicly traded stock of any company, and an unlimited percentage
        of outstanding shares in the Employer, its parent, affiliates, or subsidiaries;
        and

      


      (ii) directly
        or indirectly induce or attempt to induce any person who, during the term
        of
        Employee's employment hereunder, was an employee, representative or agent
        of
        Employer or any of its affiliates to terminate his employment with Employer
        or
        any of its affiliates, or to violate the terms of any agreement between said
        employee, representative or agent and Employer or any of its
        affiliates.

      


      (b)
         It
        is understood and agreed by Employer and Employee that the time periods of
        the
        restrictions set forth in Section 7(a) of this Agreement are intended by
        Employer and Employee to be extended by any time period during which Employee
        violates the terms and conditions of Section 7(a). Notwithstanding anything
        which could be construed to the contrary, this Section 7(b) is not intended
        to
        and shall not be deemed to permit Employee to violate any term or condition
        of
        Section 7(a). 

      


      (c) 
        Prior to Employer providing any compensation under Section 4(c), 5(b) or
        6(c) of
        this Agreement or under the Severance Compensation Agreement, Employee shall
        execute, or re-execute, and deliver to Employer a release and waiver (the
        “Release”)
        in substantially the form attached hereto as Exhibit F, with such changes
        therein and modifications thereto as Employer, in the exercise of its reasonable
        judgment, may determine to be required by applicable law or rule in any
        jurisdiction. Employer’s obligation to provide any compensation under Section
        4(c), 5(b) or 6(c) under this Agreement, or under the Severance Compensation
        Agreement is expressly conditioned on Employee’s prior execution and delivery of
        the Release. 

      


      (d)
         In
        the event any of the provisions of this Agreement shall be held to be invalid
        or
        unenforceable, the remaining portions thereof shall nevertheless continue
        to be
        valid and enforceable as though the invalid or unenforceable parts had not
        been
        included herein. 

      


      (e) 
        Employer and Employee specifically agree that the provisions of Sections 7,
        8, 9 ,10 and 15 shall survive the termination of this Agreement. 

      


      (f) 
        Employer and Employee agree that the provisions of this Section 7 may be
        waived
        in whole or in part by mutual agreement in writing by Employer and
        Employee.

      


      8.
         Confidentiality.
         Without
        the consent of Employer, Employee will not, during his Employment or after
        termination of this Agreement, (a) disclose any trade secret or proprietary
        or
        confidential knowledge or information of Employer or any affiliate of Employer
        to any person or entity (other than to Employer or stockholders, directors,
        officers or employees of Employer or representatives thereof), or (b) otherwise
        make use of any such secret, knowledge or information for other than Employers
        purposes, unless in the case of (a) or (b) above such secret, knowledge or
        information is readily ascertainable from publicly available information.
        Employee will hold confidential, on behalf of Employer as the property of
        Employer, all memoranda, manuals, books, papers, letters, documents, computer
        software and other similar property obtained during the course of performing
        duties under this Agreement, and will return such property to Employer at
        any
        time upon demand by Employer and, in any event, within three calendar days
        after
        termination of his employment under this Agreement or after the end of the
        Term.

      


      9.
         Developments.

      


      (a)
         As
        used in this Agreement, the term "Employee
        Developments"
        shall mean all technological, financial, operating and training ideas,
        processes, methods and materials, specifically including, but not limited
        to,
        all inventions, discoveries, improvements, devices, apparatus, designs,
        practices, processes, methods, formulas, know-how, products, enhancements
        and
        all software, computer programs (including source code, object code,
        documentation and programmer's notes) and other works of authorship, whether
        or
        not patentable or copyrightable, developed, written, conceived or reduced
        to
        practice during Employee's employment by Employer or within a period of 90
        days
        thereafter (i) which result from any work performed by Employee for the
        Employer, or (ii) which relate to the Employer's business or research or
        development of the Employer at the time Employee develops, writes, conceives
        or
        reduces to practice any of the foregoing, alone or with others.

      


      (b)
         Employee
        shall promptly disclose all Employee Developments to the Employer and make
        available to the Employer any work papers, drawings, designs, schematics,
        specifications, descriptions, models, diskettes, computer tapes, source codes
        or
        other tangible incidents of Employee Developments. Employee agrees that all
        Employee Developments shall be considered work made by Employee for the Employer
        and prepared within the scope of Employee's employment and that all right,
        title
        and ownership interest in and to Employee Developments, including, without
        limitation, copyright, trade secret, patent or other intellectual property
        rights, shall exclusively vest in and be retained by the Employer, both during
        and following the term of employment. Employee agrees to perform upon request
        of
        the Employer any acts that may be necessary or convenient during his term
        of
        employment or thereafter to establish, perfect, evidence, register, transfer,
        assign or convey ownership of Employee Developments in or to the Employer,
        to
        the fullest extent possible, including without limitation, assignment to
        the
        Employer of all ownership, copyright, trade secret, patent and other
        intellectual property rights without any further consideration.

      


      10.
         Remedies.

      


      (a)
         Employer
        shall be entitled, if it elects, to enjoin any breach or threatened breach
        of,
        or enforce the specific performance of, the obligations of Employee under
        Sections 7 and 8, without showing any actual damage or that monetary damages
        would be inadequate. Any such equitable remedy will not be the sole and
        exclusive remedy for any such breach, and Employer may pursue other remedies
        for
        such a breach.

      


      (b)
         Any
        court proceeding to enforce the specific performance provisions of this
        Agreement may be commenced in the federal courts located in the State of
        Nebraska, or in the absence of federal jurisdiction, the state courts of
        Nebraska having jurisdiction. Employer and Employee submit to the jurisdiction
        of such courts and waive any objection which they may have to the pursuit
        of any
        such proceeding in any such court for purposes of specific performance
        only.

      


      11.
         Employer
        Assignment.
         Employer
        may assign this Agreement, provided,
        however,
        that in the event of such assignment by the Employer, Employer's obligations
        hereunder shall be binding legal obligations and shall inure to the benefit
        of
        any successor.

      


      12.
         Location.
         Unless
        Employee and Employer otherwise agree, Employee shall reside in Omaha, Nebraska
        during the Term. 

      


      13.
         Benefits Unfunded.
         All
        rights of Employee and his spouse or other beneficiary under this Agreement
        shall at all times be entirely unfunded and no provision shall at any time
        be
        made with respect to segregating any assets of Employer for payment of any
        amounts due hereunder. Neither Employee nor his spouse or other beneficiary
        shall have any interest in or rights against any specific assets of
        Employer.

      


      14.
         Waiver.
         No
        waiver by any party at any time of any breach by any other party of, or
        compliance with, any condition or provision of this Agreement to be performed
        by
        any other party shall be deemed a waiver of any other provisions or conditions
        at the same time or at any prior or subsequent time.

      


      15.
         Applicable
        Law.  This
        Agreement shall be construed and interpreted pursuant to the laws of the
        State
        of Nebraska without giving effect to the conflict of laws provisions
        thereof.

      


      16.
         Entire
        Agreement.
         This
        Agreement and the Severance Compensation Agreement contain the entire agreement
        between Employer and Employee and supersede any and all previous agreements,
        written or oral, between the parties relating to the subject matter hereof
        and
        thereof including, without limitation, the Second Amended and Restated
        Employment Agreement. In the event of a conflict between the provisions of
        this
        Agreement and the provisions contained in the Severance Compensation Agreement,
        the provisions of this Agreement shall govern. No amendment or modification
        of
        the terms of this Agreement shall be binding upon the parties hereto unless
        reduced to writing and signed by Employer and Employee.

      


      17.
         Counterparts.
         This
        Agreement may be executed in counterparts and by facsimile signatures, each
        of
        which shall be deemed an original, and all of which taken together shall
        constitute one instrument.

      


      18.
         Severability.
         In
        the event any provision of this Agreement is held illegal or invalid, the
        remaining provisions of this Agreement shall not be affected
        thereby.

      


      19.
         Notice.
         Notices
        under this Agreement shall be in writing and sent by registered mail, return
        receipt requested, to the following addresses or to such other addresses
        as the
        party being notified may have previously furnished to the others by written
        notice.

      


       

      If
        to Employer or its Board of Directors:

      


      Transaction
        Systems Architects, Inc. 

      Attn: Chairman
        of the Board 

      224
        South 108th
        Avenue

      Omaha,
        NE 68154

      with
        a copy to:

      Transaction
        Systems Architects, Inc. 

      Attn:
        General Counsel

      224
        South 108th Avenue

      Omaha,
        Nebraska 68154

      


      If
        to Employee:

      Gregory
        D. Derkacht

      Regency
        Lakeside Apartments

      10530
        Pacific Street, Apt. 303

      Omaha,
        NE 68144

      


      


      Such
        notices shall be deemed received three business days after they are so
        sent.

      


      IN
        WITNESS WHEREOF,
        the parties have executed this Agreement, on the day and year first above
        written.

      


      Transaction
        Systems Architects, Inc. 

      ("Employer")

      


      


                              By:_____________________________________

      


                              Its:_____________________________________

      


      


      Gregory
        D. Derkacht 

      ("Employee")

      


      


      _______________________________________

      


      


      


      


      Exhibit
        A - Certain Definitions

      Exhibit
        B - Stock Option Agreement (January 2, 2002)

      Exhibit
        C - Stock Option Agreement (February 19, 2002)

      Exhibit
        D - Stock Option Agreement (February 19, 2002)

      Exhibit
        E - Severance Compensation Agreement

      Exhibit
        F - General Release

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A

     

    
 

    CERTAIN
      DEFINITIONS

    


     

    Change
      in Control 

    


    For
      purposes of this Agreement, “Change in Control” shall have the meaning ascribed
      to that term in the Severance Compensation Agreement.

    


    Retirement

    


    For
      purposes of this Agreement, “Retirement” shall mean termination by Employer or
      Employee of Employee’s employment based on Employee’s having reached age 65 or
      such other age as shall have been fixed in any arrangement established pursuant
      to this Agreement with Employee’s consent with respect to Employee.

     

    Cause 

    


    For
      purposes of this Agreement, “Cause” shall mean: (1) Employee’s conviction
      of a felony involving moral turpitude; (2) Employee’s breach of this Agreement;
      (3) Employees breach of Employer’s Code of Business Conduct and Ethics or Code
      of Ethics for the Chief Executive Officer and Senior Financial Officers, as
      the
      same may be amended from time to time; or (4) Employee’s serious, willful
      gross misconduct or willful gross neglect of duties (other
      than any such neglect resulting from Employee’s incapacity due to physical or
      mental illness) which has resulted, or in all probability is likely to result,
      in material economic damage to the Employer. Notwithstanding the foregoing,
      no
      act or failure to act by Employee will constitute “Cause” under clause (4) of
      this definition if Employee reasonably believed in good faith that such act
      or
      failure to act was in the best interest of the Employer.

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    

      


      


      


      


      


      


      


      


      


      
        

        

      

       

      AMENDED
        AND RESTATED 

      STOCK
        OPTION AGREEMENT

      


      UNDER

      


      TRANSACTION
        SYSTEMS ARCHITECTS, INC.

      1999
        STOCK OPTION PLAN

      as
        amended by

      the
        Stockholders on February 22, 2000, 

      the
        Board of Directors on May 5, 2000,

      the
        Stockholders on February 20, 2001, and

      the
        Stockholders on February 19, 2002

       

      US
        MASTER

      


      
        

        

      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      GREGORY
        D. DERKACHT


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


                                             
        TABLE OF CONTENTS

      


      


                                                                                                                        
        Page

      


      1. GRANT
        OF NON-QUALIFIED STOCK OPTION...................................1

      


      2. TERMS
        OF
        PLAN.....................................................................................1

      


      3. EXERCISE
        PRICE...................................................................................2

      


      4. EXERCISE
        OF
        OPTION..........................................................................2

      


      4.1 Time
        of
        Exercise of
        Option........................................................2

      4.2 Acceleration
        of
        Option................................................................3

      4.3 Termination
        of
        Option.................................................................5

      4.4 Effect
        of Optionee’s Disability or Death...................................5

      4.5 Limitations
        on Exercise of Option.............................................6

      4.6 Method
        of Exercise of Option

      Cash
        Exercise.......................................................................6

      Same-Day-Sale
        Exercise....................................................6

      Sell-to-Cover
        Exercise.........................................................7

      4.7 Parachute
        Limitations................................................................7

      


      5. TRANSFERABILITY
        OF OPTIONS........................................................8

      


      6. RIGHTS
        AS
        STOCKHOLDER................................................................8

      


      7. WITHHOLDING
        OF
        TAXES....................................................................8

      


      8. DISCLAIMER
        OF
        RIGHTS......................................................................9

      


      9. INTERPRETATION
        OF THIS OPTION AGREEMENT.........................9

      


      10. GOVERNING
        LAW................................................................................9

      


      11. BINDING
        EFFECT.................................................................................9

      


      12. NOTICE...................................................................................................9

      


      13. ENTIRE
        AGREEMENT.......................................................................10

      


      SIGNATURE
        PAGE (TO
        BE COMPLETED AND RETURNED)

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        

        

      

      AMENDED
        AND RESTATED

      STOCK
        OPTION AGREEMENT 

      TRANSACTION
        SYSTEMS ARCHITECTS, INC.

      1999
        STOCK OPTION PLAN

      as
        amended by 

      the
        Stockholders on February 22, 2000, 

      the
        Board of Directors on May 5, 2000,

      the
        Stockholders on February 20, 2001, and

      the
        Stockholders on February 19, 2002

       

      
        

        

      

      


      


      This
        Stock Option Agreement (the "Option Agreement"), which was originally made
        as of
        January 2, 2002 (the "Original Date of Grant"), by and between Transaction
        Systems Architects, Inc., (“TSA”) a Delaware corporation (the "Corporation") and
        GREGORY D. DERKACHT, an employee of the Corporation or its subsidiaries (the
        "Optionee"), is amended and restated effective as of February 26,
        2004.

      


      WHEREAS,
        the Board of Directors of the Corporation has duly adopted and approved the
        1999
        Stock Option Plan (the "Plan"), which Plan authorizes the Corporation to
        grant
        to eligible individuals options for the purchase of shares of the Corporation's
        Class A Common Stock (the "Stock"); and

      


      WHEREAS,
        the Corporation has determined that it is desirable and in its best interests
        to
        grant the Optionee, pursuant to the Plan, an option to purchase a certain
        number
        of shares of Stock, in order to provide the Optionee with an incentive to
        advance the interests of the Corporation, all according to the terms and
        conditions set forth herein.

      


      NOW,
        THEREFORE, in consideration of the mutual promises and covenants contained
        herein, the parties hereto do hereby agree as follows:

      


      


      1. 
GRANT
        OF NON-QUALIFIED STOCK OPTION

      


      Subject
        to the terms of the Plan, the Corporation hereby grants to the Optionee the
        right and option (the "Option") to purchase from the Corporation, on the
        terms
        and subject to the conditions set forth in the Plan and in this Agreement,
        100,000 (one hundred thousand) shares of Class A Common Stock. This
        Option shall not constitute an incentive stock option within the meaning
        of
        Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

      


      


      2. 
TERMS
        OF PLAN

      


      The
        Option granted pursuant to this Option Agreement is granted subject to the
        terms
        and conditions set forth in the Plan, a copy of which is attached to this
        Option
        Agreement. All terms and conditions of the Plan, as may be amended from time
        to
        time, are hereby incorporated into this Option Agreement by reference and
        shall
        be deemed to be part of this Option Agreement, without regard to whether
        such
        terms and conditions (including, for example, provisions relating to certain
        changes in capitalization of the Corporation) are not otherwise set forth
        in
        this Option Agreement. In the event that there is any inconsistency between
        the
        provisions of this Option Agreement and of the Plan, the provisions of the
        Plan
        shall govern.

       

       

      3. 
EXERCISE
        PRICE

      


      The
        Exercise Price for the shares of Stock subject to the Option granted by this
        Option Agreement is $11.86 per share.

      


      


      4. 
EXERCISE
        OF OPTION

      


      Except
        as otherwise provided herein, and subject to the provisions of the Plan
        (including restrictions on the transferability of the Option and special
        provisions relating to exercise or termination of the Option following the
        Optionee's termination of employment, disability, death or retirement or
        certain
        changes in capitalization of the Corporation), the Option granted pursuant
        to
        this Option Agreement shall be subject to exercise as follows:

      


      


      4.1 
Time
        of Exercise of Option

      


      The
        Optionee may exercise the Option (subject to the limitations on exercise
        set
        forth in this Agreement and in the Plan), in installments as
        follows:

      


      (i) Subject
        to Section 4.2, no Option may be exercised during the first year from the
        Original Date of Grant;

      


      (ii) Subject
        to Section 4.2, after one year from the Original Date of Grant, the Option
        shall
        be exercisable in respect of 33 and 1/3 percent of the number of shares
        specified in Section 1 above; and

      


      (iii) Subject
        to Section 4.2, after the expiration of each of the second, and third years
        from
        the Original Date of Grant, the Option shall be exercisable in respect of
        an
        additional 33 and 1/3 percent of such shares specified in Section 1
        above.

      


      The
        foregoing installments, to the extent not exercised, shall accumulate and
        be
        exercisable, in whole or in part, at any time and from time to time, after
        becoming exercisable and prior to the termination of the Option; provided,
        that
        no single exercise of the Option shall be for less than 100 shares, unless
        at
        the time of the exercise, the maximum number of shares available for purchase
        under this Option is less than 100 shares. In no event shall the Option be
        exercised for a fractional share. 

      


      


      4.2 
Acceleration
        of Option.

       

                             
        Notwithstanding
        any other provision of this Agreement to the contrary, the Option granted
        hereby
        shall become immediately exercisable upon the occurrence of a Change in Control
        (as hereinafter defined) of the Corporation if Optionee is an employee of
        the
        Corporation or any of its subsidiaries on the date of the consummation of
        such
        Change in Control.

      


      For
        purposes of this Section 4.2, a "Change in Control" means the occurrence
        of any
        of the following events:

      


      (i)
        any
        individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
        of the Exchange Act) (a "Person") is or becomes the beneficial owner (within
        the
        meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
        of the
        combined voting power of the then-outstanding Voting Stock of the Corporation;
        provided, however, that:

      


      (1)
        for
        purposes of this paragraph (i), the following acquisitions shall not constitute
        a Change in Control: (A) any acquisition of Voting Stock of the Corporation
        directly from the Corporation that is approved by a majority of the Incumbent
        Directors, (B) any acquisition of Voting Stock of the Corporation by the
        Corporation or any subsidiary of the Corporation, (C) any acquisition of
        Voting
        Stock of the Corporation by the trustee or other fiduciary holding securities
        under any employee benefit plan (or related trust) sponsored or maintained
        by
        the Corporation or any subsidiary of the Corporation, and (D) any acquisition
        of
        Voting Stock of the Corporation by any Person pursuant to a Business Transaction
        that complies with clauses (A), (B) and (C) of subparagraph (i)(3)
        below;

      


      (2)
        if
        any Person is or becomes the beneficial owner of 20% or more of combined
        voting
        power of the then-outstanding Voting Stock of the Corporation as a result
        of a
        transaction described in clause (A) of subparagraph (i)(1) above and such
        Person
        thereafter becomes the beneficial owner of any additional shares of Voting
        Stock
        of the Corporation representing 1% or more of the then-outstanding Voting
        Stock
        of the Corporation, other than in an acquisition directly from the Corporation
        that is approved by a majority of the Incumbent Directors or other than as
        a
        result of a stock dividend, stock split or similar transaction effected by
        the
        Corporation in which all holders of Voting Stock are treated equally, such
        subsequent acquisition shall be treated as a Change in Control; 

      


      (3)
        a
        Change in Control will not be deemed to have occurred if a Person is or becomes
        the beneficial owner of 20% or more of the Voting Stock of the Corporation
        as a
        result of a reduction in the number of shares of Voting Stock of the Corporation
        outstanding pursuant to a transaction or series of transactions that is approved
        by a majority of the Incumbent Directors unless and until such Person thereafter
        becomes the beneficial owner of any additional shares of Voting Stock of
        the
        Corporation representing 1% or more of the then-outstanding Voting Stock
        of the
        Corporation, other than as a result of a stock dividend, stock split or similar
        transaction effected by the Corporation in which all holders of Voting Stock
        are
        treated equally; and 

      


      (4)
        if
        at least a majority of the Incumbent Directors determine in good faith that
        a
        Person has acquired beneficial ownership of 20% or more of the Voting Stock
        of
        the Corporation inadvertently, and such Person divests as promptly as
        practicable but no later than the date, if any, set by the Incumbent Board
        a
        sufficient number of shares so that such Person beneficially owns less than
        20%
        of the Voting Stock of the Corporation, then no Change in Control shall have
        occurred as a result of such Person’s acquisition; or

      


      (ii)
        a
        majority of the Board ceases to be comprised of Incumbent Directors;
        or

      


      (iii)
        the consummation of a reorganization, merger or consolidation, or sale or
        other
        disposition of all or substantially all of the assets of the Corporation
        or the
        acquisition of the stock or assets of another corporation, or other transaction
        (each, a "Business Transaction"), unless, in each case, immediately following
        such Business Transaction (A) the Voting Stock of the Corporation outstanding
        immediately prior to such Business Transaction continues to represent (either
        by
        remaining outstanding or by being converted into Voting Stock of the surviving
        entity or any parent thereof), more than 60% of the combined voting power
        of the
        then outstanding shares of Voting Stock of the entity resulting from such
        Business Transaction (including, without limitation, an entity which as a
        result
        of such transaction owns the Corporation or all or substantially all of the
        Corporation’s assets either directly or through one or more subsidiaries), (B)
        no Person (other than the Corporation, such entity resulting from such Business
        Transaction, or any employee benefit plan (or related trust) sponsored or
        maintained by the Corporation, any subsidiary of the Corporation or such
        entity
        resulting from such Business Transaction) beneficially owns, directly or
        indirectly, 20% or more of the combined voting power of the then outstanding
        shares of Voting Stock of the entity resulting from such Business Transaction,
        and (C) at least a majority of the members of the Board of Directors of the
        entity resulting from such Business Transaction were Incumbent Directors
        at the
        time of the execution of the initial agreement or of the action of the Board
        providing for such Business Transaction; or

      


      (iv)
        approval by the shareholders of the Corporation of a complete liquidation
        or
        dissolution of the Corporation, except pursuant to a Business Transaction
        that
        complies with clauses (A), (B) and (C) of paragraph (iii).

      


      For
        purposes of this Section 4.2, the term "Exchange Act" means the Securities
        Exchange Act of 1934, as amended.

      


      For
        purposes of this Section 4.2, the term "Incumbent Directors" means the
        individuals who, as of the date hereof, are Directors of the Corporation
        and any
        individual becoming a Director subsequent to the date hereof whose election,
        nomination for election by the Corporation’s shareholders, or appointment, was
        approved by a vote of at least two-thirds of the then Incumbent Directors
        (either by a specific vote or by approval of the proxy statement of the
        Corporation in which such person is named as a nominee for director, without
        objection to such nomination); provided,
        however,
        that
        an individual shall not be an Incumbent Director if such individual’s election
        or appointment to the Board occurs as a result of an actual or threatened
        election contest (as described in Rule 14a-12(c) of the Exchange Act) with
        respect to the election or removal of Directors or other actual or threatened
        solicitation of proxies or consents by or on behalf of a Person other than
        the
        Board.

      


      For
        purposes of this Section 4.2, the term "Voting Stock" means securities entitled
        to vote generally in the election of directors.

      


      


      4.3 
Termination
        of Option

      


      The
        Option shall terminate upon the earlier of the expiration of a period of
        (i) ten
        years from the Original Date of Grant, or (ii) one month from the date of
        the
        Optionee's termination of employment with the Corporation or a subsidiary;
        provided,
        however,
        that
        if such termination of employment falls within the scope of one of the
        provisions of the Plan providing for an extended exercise period in excess
        of
        one month, the Option shall terminate upon the expiration of the extended
        period, as specified in such provision, after the Optionee's termination
        of
        employment with the Corporation or a subsidiary within which the Option is
        exercisable.

      


      


      4.4 
Effect
        of Optionee’s Disability or Death

      


      If
        the
        Optionee ceases to be an Employee of the Corporation or a Subsidiary of the
        Corporation by reason of Disability, the unexercised portion of any Option
        held
        by such Optionee at that time will become immediately vested and will be
        exercisable for the shorter of one year from the date on which the Optionee
        ceased to be so employed or the remaining Option term. If the Optionee does
        not
        exercise the Option within the time specified, such Option shall terminate.
        The
        Corporation shall have the authority to determine the date an Optionee ceases
        to
        be an Employee by reason of Disability.

      


      If
        the
        Optionee dies while employed by the Corporation or a Subsidiary of the
        Corporation (or dies within a period of one month after ceasing to be an
        Employee for any reason other than Disability or within a period of one year
        after ceasing to be an Employee by reason of Disability), the unexercised
        portion of any Option held by such Optionee at the time of death will become
        immediately vested and will be exercisable for the shorter of one year from
        the
        date of such Optionee’s death, or the remaining Option term. Such Option may be
        exercised by the executor or administrator of the Optionee’s estate or by any
        person or persons who shall have acquired the Option directly from the Optionee
        by bequest or inheritance. If the Option is not exercised within the time
        specified, such Option shall terminate.

      


      


      4.5 
Limitations
        on Exercise of Option

      


      Notwithstanding
        the foregoing Subsections, in no event may the Option be exercised, in whole
        or
        in part, after ten years following the Original Date of Grant, or after the
        occurrence of an event which results in termination of the Option under the
        Plan.

      


      


      4.6 
Method
        of Exercise of Option

      


      Cash
        Exercise (to exercise and retain the Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the Corporation, at
        its
        principal office, addressed to the attention of Stock Option Administration,
        or
        to the agent/broker designated by the Corporation, which notice shall specify
        the number of shares for which the Option is being exercised, and shall be
        accompanied by payment in full of the Exercise Price of the shares for which
        the
        Option is being exercised
        plus
        the full amount of all applicable withholding taxes due on the Option exercise.
        Payment
        of the Exercise Price for the shares of Stock purchased pursuant to the exercise
        of the Option shall be made either in cash or by certified check payable
        to the
        order of the Corporation. If the person exercising the Option is not the
        Optionee, such person shall also deliver with the notice of exercise appropriate
        proof of his or her right to exercise the Option, as the Corporation may
        require
        in its sole discretion. Promptly after exercise of the Option as provided
        for
        above, the Corporation shall deliver to the person exercising the Option
        a
        certificate or certificates for the shares of Stock being purchased.


      


      Same-Day-Sale
        Exercise (to exercise and immediately sell all the Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the agent/broker
        designated by the Corporation, which notice shall specify the number of shares
        for which the Option is being exercised and irrevocable instructions to promptly
        (1) sell all of the shares of Stock to be issued upon exercise and (2) remit
        to
        the Corporation the portion of the sale proceeds sufficient to pay the Exercise
        Price for the shares of Stock purchased pursuant to the exercise of the Option
        and all applicable taxes due on the Option exercise. The agent/broker shall
        request issuance of the shares and immediately and concurrently sell the
        shares
        on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock
        purchased pursuant to the exercise of the Option, any brokerage fees, transfer
        fees, and all applicable taxes due on the Option exercise, shall be deducted
        from the proceeds of the sale of the shares. If the person exercising the
        Option
        is not the Optionee, such person shall also deliver with the notice of exercise
        appropriate proof of his or her right to exercise the Option, as the Corporation
        may require in its sole discretion. Promptly after exercise of the Option
        as
        provided for above, the agent/broker shall deliver to the person exercising
        the
        Option the net proceeds from the sale of the shares of Stock being exercised
        and
        sold.

      


      Sell-to-Cover
        Exercise (to exercise and immediately sell a portion of the
        Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the agent/broker
        designated by the Corporation, which notice shall specify the number of shares
        for which the Option is being exercised and irrevocable instructions to promptly
        (1) sell the portion (which must be a whole number) of the shares of Stock
        to be
        issued upon exercise sufficient to generate proceeds to pay the Exercise
        Price
        for the shares of Stock purchased pursuant to the exercise of the Option,
        any
        brokerage or transfer fees, and all applicable taxes due on the Option exercise
        (collectively the “Exercise Costs”) and (2) remit to the Corporation a
        sufficient portion of the sale proceeds to pay the Exercise Price for the
        shares
        of Stock purchased pursuant to the exercise of the Option and all applicable
        taxes due on the Option exercise. The agent/broker shall request issuance
        of the
        shares and immediately and concurrently sell on the Optionee’s behalf only such
        number of the Shares as is required to generate proceeds sufficient to pay
        the
        Exercise Costs. Promptly after exercise of the Option as provided for above,
        the
        Corporation shall deliver to the person exercising the Option a certificate
        for
        the shares of Stock issued upon exercise which are not sold to pay the Exercise
        Costs. Promptly after exercise of the Option as provided for above, the
        agent/broker shall deliver to the person exercising the Option any net proceeds
        from the sale of the Shares in excess of the Exercise Costs. If the person
        exercising the Option is not the Optionee, such person shall also deliver
        with
        the notice of exercise appropriate proof of his or her right to exercise
        the
        Option, as the Corporation may require in its sole discretion. 

      


      The
        Option shall not be exercisable if and to the extent the Corporation determines
        such exercise or method of exercise would violate applicable securities laws,
        the rules and regulations of any securities exchange or quotation system
        on
        which the Stock is listed, or the Company’s policies and procedures. An attempt
        to exercise the Option granted hereunder other than as set forth above shall
        be
        invalid and of no force and effect. 

      


      


      4.7 
Parachute
        Limitations

      


      Notwithstanding
        any other provision of this Option Agreement or the Plan or any other agreement,
        contract or understanding heretofore or hereafter entered into by the Optionee
        with the Corporation (or any subsidiary or affiliate thereof), except an
        agreement, contract or understanding hereafter entered into that expressly
        modifies or excludes application of this Subsection (the "Other Agreements"),
        and notwithstanding any formal or informal plan or other arrangements heretofore
        or hereafter adopted by the Corporation (or any such subsidiary or affiliate)
        for the direct or indirect compensation of the Optionee (including groups
        or
        classes of participants or beneficiaries of which the Optionee is a member),
        whether or not such compensation is deferred, is in cash, or is in the form
        of a
        benefit to or for the Optionee (an "Other Benefit Plan"), the Optionee shall
        not
        have any right to exercise an Option or receive any payment or other benefit
        under this Option Agreement, any Other Agreement, or any Other Benefit Plan
        if
        such right to exercise, payment or benefit, taking into account all other
        rights, payments or benefits to or for the Optionee under this Option Agreement,
        all Other Agreements and all Other Benefit Plans, would cause any right,
        payment
        or benefit to the Optionee under this Option Agreement to be considered a
        "parachute payment" within the meaning of Section 280G(b)(2) of the Code
        as then
        in effect (a "Parachute Payment"). In the event that the receipt of any such
        right to exercise or any other payment or benefit under this Option Agreement,
        any Other Agreement or any Other Benefit Plan would cause the Optionee to
        be
        considered to have received a Parachute Payment under this Agreement, then
        the
        Optionee shall have the right, in the Optionee's sole discretion, to designate
        those rights, payments or benefits under this Option Agreement, any Other
        Agreements, and/or any Other Benefit Plans, which should be reduced or
        eliminated so as to avoid having the right, payment or benefit to the Optionee
        under this Option Agreement be deemed to be a Parachute Payment.

      


      


      5. 
TRANSFERABILITY
        OF OPTIONS

      


      During
        the lifetime of an Optionee, only such Optionee (or, in the event of legal
        incapacity or incompetency, the Optionee's guardian or legal representative)
        may
        exercise the Option. No Option shall be assignable or transferable by the
        Optionee to whom it is granted, other than by will or the laws of descent
        and
        distribution.

      


      


      6. 
RIGHTS
        AS STOCKHOLDER

      


      Neither
        the Optionee nor any executor, administrator, distributee or legatee of the
        Optionee's estate shall be, or have any of the rights or privileges of, a
        stockholder of the Corporation in respect of any shares of Stock issuable
        hereunder unless and until such shares have been fully paid and certificates
        representing such shares have been endorsed, transferred and delivered, and
        the
        name of the Optionee (or of such personal representative, administrator,
        distributee or legatee of the Optionee's estate) has been entered as the
        stockholder or record on the books of the Corporation.

      


      


      7. 
WITHHOLDING
        OF TAXES

      


      The
        parties hereto recognize that the Corporation or a subsidiary may be obligated
        to withhold federal, state and/or local income taxes and Social Security
        taxes
        to the extent that the Optionee realizes ordinary income in connection with
        the
        exercise of the Option or in connection with a disposition of any shares
        of
        Stock acquired by exercise of the Option. The Optionee agrees that the
        Corporation or a subsidiary may withhold amounts needed to cover such taxes
        from
        payments otherwise due and owing to the Optionee, and also agrees that upon
        demand the Optionee will promptly pay to the Corporation or a subsidiary
        having
        such obligation any additional amounts as may be necessary to satisfy such
        withholding tax obligation. Such payment shall be made in cash or by check
        payable to the order of the Corporation or a subsidiary.

      


      


      8. 
DISCLAIMER
        OF RIGHTS

      


      No
        provision in this Option Agreement shall be construed to confer upon the
        Optionee the right to be employed by the Corporation or any subsidiary, or
        to
        interfere in any way with the right and authority of the Corporation or any
        subsidiary either to increase or decrease the compensation of the Optionee
        at
        any time, or to terminate any employment or other relationship between the
        Optionee and the Corporation or any subsidiary.

      


      


      9. 
INTERPRETATION
        OF THIS OPTION AGREEMENT

      


      All
        decisions and interpretations made by the Board or the Compensation Committee
        thereof with regard to any question arising under the Plan or this Option
        Agreement shall be binding and conclusive on the Corporation and the Optionee
        and any other person entitled to exercise the Option as provided for
        herein.

      


      


      10. 
GOVERNING
        LAW

      


      This
        Option Agreement shall be governed by the laws of the State of Delaware (but
        not
        including the choice of law rules thereof).

      


      


      11. 
BINDING
        EFFECT

      


      Subject
        to all restrictions provided for in this Option Agreement, the Plan, and
        by
        applicable law relating to assignment and transfer of this Option Agreement
        and
        the option provided for herein, this Option Agreement shall be binding upon
        and
        inure to the benefit of the parties hereto and their respective heirs,
        executors, administrators, successors and assigns.

      


      


      12. 
NOTICE

      


      Any
        notice hereunder by the Optionee to the Corporation shall be in writing and
        shall be deemed duly given if mailed or delivered to the Corporation at its
        principal office, addressed to the attention of Stock Plan Administration
        or if
        so mailed or delivered to such other address as the Corporation may hereafter
        designate by notice to the Optionee. Any notice hereunder by the Corporation
        to
        the Optionee shall be in writing and shall be deemed duly given if mailed
        or
        delivered to the Optionee at the address specified below by the Optionee
        for
        such purpose, or if so mailed or delivered to such other address as the Optionee
        may hereafter designate by written notice given to the Corporation.

      


      


      13. 
ENTIRE
        AGREEMENT

      


      This
        Option Agreement and the Plan together constitute the entire agreement and
        supersede all prior understandings and agreements, written or oral (including,
        without limitation, the Stock Option Agreement between the Corporation and
        Optionee dated January 2, 2002), of the parties hereto with respect to the
        subject matter hereof. Except for amendments to the Plan incorporated into
        this
        Option Agreement by reference pursuant to Section 2 above, neither this Option
        Agreement nor any term hereof may be amended, waived, discharged or terminated
        except by a written instrument signed by the Corporation and the Optionee;
        provided,
        however,
        that
        the Corporation unilaterally may waive any provision hereof in writing to
        the
        extent that such waiver does not adversely affect the interests of the Optionee
        hereunder, but no such waiver shall operate as or be construed to be a
        subsequent waiver of the same provision or a waiver of any other provision
        hereof.

      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SIGNATURE
        PAGE

       

      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Amended and Restated
        Option Agreement, or caused this Amended and Restated Option Agreement to
        be
        duly executed on their behalf, as of the day and year first above
        written.

       

      
        Transaction
          Systems Architects, Inc.    
Optionee:

        By: 
          _________________________________________         
By: 
          _________________________________________         

              Dennis
          P. Byrnes, Secretary     
Gregory
          D. Derkacht

        


            ADDRESS
          FOR
          NOTICE TO OPTIONEE:

         

            ____________________________________________

            Number 
Street 
Apt.

        


            ____________________________________________

            City
           
          State 
Zip
          Code

        


            ____________________________________________

            SS# 
Hire
          Date

        


            DESIGNATED
          BENEFICIARY:

         

            ____________________________________________

            Please
          Print         Last Name, First Name
          MI

        


            ____________________________________________

            Beneficiary’s
          Street Address

        


            ____________________________________________

            City 
State 
Zip
          Code

        


            ____________________________________________

            Beneficiary’s
          Social Security Number 

        


        I
          understand that in the event of my death, the above named beneficiary will
          have
          control of any unexercised options remaining in my account at that time.
          If no
          beneficiary is designated or if the named beneficiary does not survive
          me, the
          options will become part of my estate. This beneficiary designation does
          NOT
          apply to stock acquired by the exercise of options prior to my
          death.

        
          


              ____________________________________________

              SIGNATURE                                DATE

        

      

      


      After
        completing this page, please make a copy for your records and return it to
        

      Stock
        Plan Administration, Transaction Systems Architects, Inc., 224 S. 108 Avenue,
        Omaha, NE 68154

      


      1999
        Stock Option Plan - US Plan

      100,000
        Shares       $11.86/Share
        Exercise Price   
        January 2, 2002

      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        C

      



      


      


      


      


      


      


      


      


      


      
        

        

      

       

      AMENDED
        AND RESTATED

      STOCK
        OPTION AGREEMENT

      


      UNDER

      


      TRANSACTION
        SYSTEMS ARCHITECTS, INC.

      1999
        STOCK OPTION PLAN

      as
        amended by

      the
        Stockholders on February 22, 2000, 

      the
        Board of Directors on May 5, 2000, 

      the
        Stockholders on February 20, 2001, and

      the
        Stockholders on February 19, 2002

       

      US
        MASTER

      


      
        

        

      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      GREGORY
        D. DERKACHT


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


                                             
        TABLE OF CONTENTS

      


      


                                                                                                                        
        Page

      


      1. GRANT
        OF NON-QUALIFIED STOCK OPTION..................................1

      


      2. TERMS
        OF
        PLAN....................................................................................2

      


      3. EXERCISE
        PRICE..................................................................................2

      


      4. EXERCISE
        OF
        OPTION.........................................................................2

      


      4.1 Time
        of
        Exercise of
        Option.......................................................2

      4.2 Acceleration
        of
        Option...............................................................3

      4.3 Termination
        of
        Option................................................................5

      4.4 Effect
        of Optionee’s Disability or Death..................................5

      4.5 Limitations
        on Exercise of Option............................................6

      4.6 Method
        of Exercise of Option

      Cash
        Exercise......................................................................6

      Same-Day-Sale
        Exercise...................................................6

      Sell-to-Cover
        Exercise........................................................7

      4.7 Parachute
        Limitations...............................................................7

      


      5. TRANSFERABILITY
        OF OPTIONS.......................................................8

      


      6. RIGHTS
        AS
        STOCKHOLDER...............................................................8

      


      7. WITHHOLDING
        OF
        TAXES...................................................................8

      


      8. DISCLAIMER
        OF
        RIGHTS.....................................................................9

      


      9. INTERPRETATION
        OF THIS OPTION AGREEMENT........................9

      


      10. GOVERNING
        LAW...............................................................................9

      


      11. BINDING
        EFFECT...............................................................................9

      


      12. NOTICE.................................................................................................9

      


      13. ENTIRE
        AGREEMENT.....................................................................10

      


      SIGNATURE
        PAGE (TO
        BE COMPLETED AND RETURNED)


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

       

      
        

        

      

      


      AMENDED
        AND RESTATED

      STOCK
        OPTION AGREEMENT 

      TRANSACTION
        SYSTEMS ARCHITECTS, INC.

      1999
        STOCK OPTION PLAN

      as
        amended by 

      the
        Stockholders on February 22, 2000, 

      the
        Board of Directors on May 5, 2000, 

      the
        Stockholders on February 20, 2001, and

      the
        Stockholders on February 19, 2002

       

      
        

        

      

      


      


      This
        Stock Option Agreement (the "Option Agreement"), which was originally made
        as of
        February 19, 2002 (the “Original Date of Grant”), by and between Transaction
        Systems Architects, Inc., (“TSA”) a Delaware corporation (the "Corporation") and
        GREGORY D. DERKACHT, an employee of the Corporation or its subsidiaries (the
        "Optionee"), is amended and restated effective as of February 26,
        2004.

      


      WHEREAS,
        the Board of Directors of the Corporation has duly adopted and approved the
        1999
        Stock Option Plan (the "Plan"), which Plan authorizes the Corporation to
        grant
        to eligible individuals options for the purchase of shares of the Corporation's
        Class A Common Stock (the "Stock"); and

      


      WHEREAS,
        the Corporation has determined that it is desirable and in its best interests
        to
        grant the Optionee, pursuant to the Plan, an option to purchase a certain
        number
        of shares of Stock, in order to provide the Optionee with an incentive to
        advance the interests of the Corporation, all according to the terms and
        conditions set forth herein.

      


      NOW,
        THEREFORE, in consideration of the mutual promises and covenants contained
        herein, the parties hereto do hereby agree as follows:

      


      


      1. 
GRANT
        OF NON-QUALIFIED STOCK OPTION

      


      Subject
        to the terms of the Plan, the Corporation hereby grants to the Optionee the
        right and option (the "Option") to purchase from the Corporation, on the
        terms
        and subject to the conditions set forth in the Plan and in this Agreement,
        200,000 shares of Class A Common Stock. This
        Option shall not constitute an incentive stock option within the meaning
        of
        Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

      


      


      2. 
TERMS
        OF PLAN

      


      The
        Option granted pursuant to this Option Agreement is granted subject to the
        terms
        and conditions set forth in the Plan, a copy of which is attached to this
        Option
        Agreement. All terms and conditions of the Plan, as may be amended from time
        to
        time, are hereby incorporated into this Option Agreement by reference and
        shall
        be deemed to be part of this Option Agreement, without regard to whether
        such
        terms and conditions (including, for example, provisions relating to certain
        changes in capitalization of the Corporation) are not otherwise set forth
        in
        this Option Agreement. In the event that there is any inconsistency between
        the
        provisions of this Option Agreement and of the Plan, the provisions of the
        Plan
        shall govern.

      
 

      3. 
EXERCISE
        PRICE

      


      The
        Exercise Price for the shares of Stock subject to the Option granted by this
        Option Agreement is $9.80 per share.

      


      


      4. 
EXERCISE
        OF OPTION

      


      Except
        as otherwise provided herein, and subject to the provisions of the Plan
        (including restrictions on the transferability of the Option and special
        provisions relating to exercise or termination of the Option following the
        Optionee's termination of employment, disability, death or retirement or
        certain
        changes in capitalization of the Corporation), the Option granted pursuant
        to
        this Option Agreement shall be subject to exercise as follows:

      


      


      4.1 
Time
        of Exercise of Option

      


      The
        Optionee may exercise the Option (subject to the limitations on exercise
        set
        forth in this Agreement and in the Plan), in installments as
        follows:

      


      (i) Subject
        to Section 4.2, no Option may be exercised during the first year from the
        Original Date of Grant;

      


      (ii) Subject
        to Section 4.2, after one year from the Original Date of Grant, the Option
        shall
        be exercisable in respect of 33 and 1/3 percent of the number of shares
        specified in Section 1 above; and

      


      (iii) Subject
        to Section 4.2, after the expiration of each of the second, and third years
        from
        the Original Date of Grant, the Option shall be exercisable in respect of
        an
        additional 33 and 1/3 percent of such shares specified in Section 1
        above.

      


      The
        foregoing installments, to the extent not exercised, shall accumulate and
        be
        exercisable, in whole or in part, at any time and from time to time, after
        becoming exercisable and prior to the termination of the Option; provided,
        that
        no single exercise of the Option shall be for less than 100 shares, unless
        at
        the time of the exercise, the maximum number of shares available for purchase
        under this Option is less than 100 shares. In no event shall the Option be
        exercised for a fractional share. 

      
 

      4.2 
Acceleration
        of Option.

      


      Notwithstanding
        any other provision of this Agreement to the contrary, the Option granted
        hereby
        shall become immediately exercisable upon the occurrence of a Change in Control
        (as hereinafter defined) of the Corporation if Optionee is an employee of
        the
        Corporation or any of its subsidiaries on the date of the consummation of
        such
        Change in Control.

      


      For
        purposes of this Section 4.2, a “Change in Control” means the occurrence of any
        of the following events:

      


      (i)
        any
        individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
        of the Exchange Act) (a “Person”) is or becomes the beneficial owner (within the
        meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
        of the
        combined voting power of the then-outstanding Voting Stock of the Corporation;
        provided, however, that:

      


      (1)
        for
        purposes of this paragraph (i), the following acquisitions shall not constitute
        a Change in Control: (A) any acquisition of Voting Stock of the Corporation
        directly from the Corporation that is approved by a majority of the Incumbent
        Directors, (B) any acquisition of Voting Stock of the Corporation by the
        Corporation or any subsidiary of the Corporation, (C) any acquisition of
        Voting
        Stock of the Corporation by the trustee or other fiduciary holding securities
        under any employee benefit plan (or related trust) sponsored or maintained
        by
        the Corporation or any subsidiary of the Corporation, and (D) any acquisition
        of
        Voting Stock of the Corporation by any Person pursuant to a Business Transaction
        that complies with clauses (A), (B) and (C) of subparagraph (i)(3)
        below;

      


      (2)
        if
        any Person is or becomes the beneficial owner of 20% or more of combined
        voting
        power of the then-outstanding Voting Stock of the Corporation as a result
        of a
        transaction described in clause (A) of subparagraph (i)(1) above and such
        Person
        thereafter becomes the beneficial owner of any additional shares of Voting
        Stock
        of the Corporation representing 1% or more of the then-outstanding Voting
        Stock
        of the Corporation, other than in an acquisition directly from the Corporation
        that is approved by a majority of the Incumbent Directors or other than as
        a
        result of a stock dividend, stock split or similar transaction effected by
        the
        Corporation in which all holders of Voting Stock are treated equally, such
        subsequent acquisition shall be treated as a Change in Control; 

      


      (3)
        a
        Change in Control will not be deemed to have occurred if a Person is or becomes
        the beneficial owner of 20% or more of the Voting Stock of the Corporation
        as a
        result of a reduction in the number of shares of Voting Stock of the Corporation
        outstanding pursuant to a transaction or series of transactions that is approved
        by a majority of the Incumbent Directors unless and until such Person thereafter
        becomes the beneficial owner of any additional shares of Voting Stock of
        the
        Corporation representing 1% or more of the then-outstanding Voting Stock
        of the
        Corporation, other than as a result of a stock dividend, stock split or similar
        transaction effected by the Corporation in which all holders of Voting Stock
        are
        treated equally; and 

      


      (4)
        if
        at least a majority of the Incumbent Directors determine in good faith that
        a
        Person has acquired beneficial ownership of 20% or more of the Voting Stock
        of
        the Corporation inadvertently, and such Person divests as promptly as
        practicable but no later than the date, if any, set by the Incumbent Board
        a
        sufficient number of shares so that such Person beneficially owns less than
        20%
        of the Voting Stock of the Corporation, then no Change in Control shall have
        occurred as a result of such Person’s acquisition; or

      


      (ii)
        a
        majority of the Board ceases to be comprised of Incumbent Directors;
        or

      


      (iii)
        the consummation of a reorganization, merger or consolidation, or sale or
        other
        disposition of all or substantially all of the assets of the Corporation
        or the
        acquisition of the stock or assets of another corporation, or other transaction
        (each, a “Business Transaction”), unless, in each case, immediately following
        such Business Transaction (A) the Voting Stock of the Corporation outstanding
        immediately prior to such Business Transaction continues to represent (either
        by
        remaining outstanding or by being converted into Voting Stock of the surviving
        entity or any parent thereof), more than 60% of the combined voting power
        of the
        then outstanding shares of Voting Stock of the entity resulting from such
        Business Transaction (including, without limitation, an entity which as a
        result
        of such transaction owns the Corporation or all or substantially all of the
        Corporation’s assets either directly or through one or more subsidiaries), (B)
        no Person (other than the Corporation, such entity resulting from such Business
        Transaction, or any employee benefit plan (or related trust) sponsored or
        maintained by the Corporation, any subsidiary of the Corporation or such
        entity
        resulting from such Business Transaction) beneficially owns, directly or
        indirectly, 20% or more of the combined voting power of the then outstanding
        shares of Voting Stock of the entity resulting from such Business Transaction,
        and (C) at least a majority of the members of the Board of Directors of the
        entity resulting from such Business Transaction were Incumbent Directors
        at the
        time of the execution of the initial agreement or of the action of the Board
        providing for such Business Transaction; or

      


      (iv)
        approval by the shareholders of the Corporation of a complete liquidation
        or
        dissolution of the Corporation, except pursuant to a Business Transaction
        that
        complies with clauses (A), (B) and (C) of paragraph (iii).

      


      For
        purposes of this Section 4.2, the term “Exchange Act” means the Securities
        Exchange Act of 1934, as amended.

      


      For
        purposes of this Section 4.2, the term “Incumbent Directors” means the
        individuals who, as of the date hereof, are Directors of the Corporation
        and any
        individual becoming a Director subsequent to the date hereof whose election,
        nomination for election by the Corporation’s shareholders, or appointment, was
        approved by a vote of at least two-thirds of the then Incumbent Directors
        (either by a specific vote or by approval of the proxy statement of the
        Corporation in which such person is named as a nominee for director, without
        objection to such nomination); provided,
        however,
        that
        an individual shall not be an Incumbent Director if such individual’s election
        or appointment to the Board occurs as a result of an actual or threatened
        election contest (as described in Rule 14a-12(c) of the Exchange Act) with
        respect to the election or removal of Directors or other actual or threatened
        solicitation of proxies or consents by or on behalf of a Person other than
        the
        Board.

      


      For
        purposes of this Section 4.2, the term “Voting Stock” means securities entitled
        to vote generally in the election of directors.

      


      


      4.3 
Termination
        of Option

      


      The
        Option shall terminate upon the earlier of the expiration of a period of
        (i) ten
        years from the Original Date of Grant, or (ii) one month from the date of
        the
        Optionee's termination of employment with the Corporation or a subsidiary;
        provided,
        however,
        that
        if such termination of employment falls within the scope of one of the
        provisions of the Plan providing for an extended exercise period in excess
        of
        one month, the Option shall terminate upon the expiration of the extended
        period, as specified in such provision, after the Optionee's termination
        of
        employment with the Corporation or a subsidiary within which the Option is
        exercisable.

      


      


      4.4 
Effect
        of Optionee’s Disability or Death

      


      If
        the
        Optionee ceases to be an Employee of the Corporation or a Subsidiary of the
        Corporation by reason of Disability, the unexercised portion of any Option
        held
        by such Optionee at that time will become immediately vested and will be
        exercisable for the shorter of one year from the date on which the Optionee
        ceased to be so employed or the remaining Option term. If the Optionee does
        not
        exercise the Option within the time specified, such Option shall terminate.
        The
        Corporation shall have the authority to determine the date an Optionee ceases
        to
        be an Employee by reason of Disability.

      


      If
        the
        Optionee dies while employed by the Corporation or a Subsidiary of the
        Corporation (or dies within a period of one month after ceasing to be an
        Employee for any reason other than Disability or within a period of one year
        after ceasing to be an Employee by reason of Disability), the unexercised
        portion of any Option held by such Optionee at the time of death will become
        immediately vested and will be exercisable for the shorter of one year from
        the
        date of such Optionee’s death, or the remaining Option term. Such Option may be
        exercised by the executor or administrator of the Optionee’s estate or by any
        person or persons who shall have acquired the Option directly from the Optionee
        by bequest or inheritance. If the Option is not exercised within the time
        specified, such Option shall terminate.

      


      


      4.5 
Limitations
        on Exercise of Option

      


      Notwithstanding
        the foregoing Subsections, in no event may the Option be exercised, in whole
        or
        in part, after ten years following the Original Date of Grant, or after the
        occurrence of an event which results in termination of the Option under the
        Plan.

      


      


      4.6 
Method
        of Exercise of Option

      


      Cash
        Exercise (to exercise and retain the Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the Corporation, at
        its
        principal office, addressed to the attention of Stock Option Administration,
        or
        to the agent/broker designated by the Corporation, which notice shall specify
        the number of shares for which the Option is being exercised, and shall be
        accompanied by payment in full of the Exercise Price of the shares for which
        the
        Option is being exercised
        plus
        the full amount of all applicable withholding taxes due on the Option exercise.
        Payment
        of the Exercise Price for the shares of Stock purchased pursuant to the exercise
        of the Option shall be made either in cash or by certified check payable
        to the
        order of the Corporation. If the person exercising the Option is not the
        Optionee, such person shall also deliver with the notice of exercise appropriate
        proof of his or her right to exercise the Option, as the Corporation may
        require
        in its sole discretion. Promptly after exercise of the Option as provided
        for
        above, the Corporation shall deliver to the person exercising the Option
        a
        certificate or certificates for the shares of Stock being purchased.


      


      Same-Day-Sale
        Exercise (to exercise and immediately sell all the Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the agent/broker
        designated by the Corporation, which notice shall specify the number of shares
        for which the Option is being exercised and irrevocable instructions to promptly
        (1) sell all of the shares of Stock to be issued upon exercise and (2) remit
        to
        the Corporation the portion of the sale proceeds sufficient to pay the Exercise
        Price for the shares of Stock purchased pursuant to the exercise of the Option
        and all applicable taxes due on the Option exercise. The agent/broker shall
        request issuance of the shares and immediately and concurrently sell the
        shares
        on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock
        purchased pursuant to the exercise of the Option, any brokerage fees, transfer
        fees, and all applicable taxes due on the Option exercise, shall be deducted
        from the proceeds of the sale of the shares. If the person exercising the
        Option
        is not the Optionee, such person shall also deliver with the notice of exercise
        appropriate proof of his or her right to exercise the Option, as the Corporation
        may require in its sole discretion. Promptly after exercise of the Option
        as
        provided for above, the agent/broker shall deliver to the person exercising
        the
        Option the net proceeds from the sale of the shares of Stock being exercised
        and
        sold.

      


      Sell-to-Cover
        Exercise (to exercise and immediately sell a portion of the
        Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the agent/broker
        designated by the Corporation, which notice shall specify the number of shares
        for which the Option is being exercised and irrevocable instructions to promptly
        (1) sell the portion (which must be a whole number) of the shares of Stock
        to be
        issued upon exercise sufficient to generate proceeds to pay the Exercise
        Price
        for the shares of Stock purchased pursuant to the exercise of the Option,
        any
        brokerage or transfer fees, and all applicable taxes due on the Option exercise
        (collectively the “Exercise Costs”) and (2) remit to the Corporation a
        sufficient portion of the sale proceeds to pay the Exercise Price for the
        shares
        of Stock purchased pursuant to the exercise of the Option and all applicable
        taxes due on the Option exercise. The agent/broker shall request issuance
        of the
        shares and immediately and concurrently sell on the Optionee’s behalf only such
        number of the Shares as is required to generate proceeds sufficient to pay
        the
        Exercise Costs. Promptly after exercise of the Option as provided for above,
        the
        Corporation shall deliver to the person exercising the Option a certificate
        for
        the shares of Stock issued upon exercise which are not sold to pay the Exercise
        Costs. Promptly after exercise of the Option as provided for above, the
        agent/broker shall deliver to the person exercising the Option any net proceeds
        from the sale of the Shares in excess of the Exercise Costs. If the person
        exercising the Option is not the Optionee, such person shall also deliver
        with
        the notice of exercise appropriate proof of his or her right to exercise
        the
        Option, as the Corporation may require in its sole discretion. 

      


      The
        Option shall not be exercisable if and to the extent the Corporation determines
        such exercise or method of exercise would violate applicable securities laws,
        the rules and regulations of any securities exchange or quotation system
        on
        which the Stock is listed, or the Company’s policies and procedures. An attempt
        to exercise the Option granted hereunder other than as set forth above shall
        be
        invalid and of no force and effect. 

      


      


      4.7 
Parachute
        Limitations

      


      Notwithstanding
        any other provision of this Option Agreement or the Plan or any other agreement,
        contract or understanding heretofore or hereafter entered into by the Optionee
        with the Corporation (or any subsidiary or affiliate thereof), except an
        agreement, contract or understanding hereafter entered into that expressly
        modifies or excludes application of this Subsection (the "Other Agreements"),
        and notwithstanding any formal or informal plan or other arrangements heretofore
        or hereafter adopted by the Corporation (or any such subsidiary or affiliate)
        for the direct or indirect compensation of the Optionee (including groups
        or
        classes of participants or beneficiaries of which the Optionee is a member),
        whether or not such compensation is deferred, is in cash, or is in the form
        of a
        benefit to or for the Optionee (an "Other Benefit Plan"), the Optionee shall
        not
        have any right to exercise an Option or receive any payment or other benefit
        under this Option Agreement, any Other Agreement, or any Other Benefit Plan
        if
        such right to exercise, payment or benefit, taking into account all other
        rights, payments or benefits to or for the Optionee under this Option Agreement,
        all Other Agreements and all Other Benefit Plans, would cause any right,
        payment
        or benefit to the Optionee under this Option Agreement to be considered a
        "parachute payment" within the meaning of Section 280G(b)(2) of the Code
        as then
        in effect (a "Parachute Payment"). In the event that the receipt of any such
        right to exercise or any other payment or benefit under this Option Agreement,
        any Other Agreement or any Other Benefit Plan would cause the Optionee to
        be
        considered to have received a Parachute Payment under this Agreement, then
        the
        Optionee shall have the right, in the Optionee's sole discretion, to designate
        those rights, payments or benefits under this Option Agreement, any Other
        Agreements, and/or any Other Benefit Plans, which should be reduced or
        eliminated so as to avoid having the right, payment or benefit to the Optionee
        under this Option Agreement be deemed to be a Parachute Payment.

      


      


      5. 
TRANSFERABILITY
        OF OPTIONS

      


      During
        the lifetime of an Optionee, only such Optionee (or, in the event of legal
        incapacity or incompetency, the Optionee's guardian or legal representative)
        may
        exercise the Option. No Option shall be assignable or transferable by the
        Optionee to whom it is granted, other than by will or the laws of descent
        and
        distribution.

      


      


      6. 
RIGHTS
        AS STOCKHOLDER

      


      Neither
        the Optionee nor any executor, administrator, distributee or legatee of the
        Optionee's estate shall be, or have any of the rights or privileges of, a
        stockholder of the Corporation in respect of any shares of Stock issuable
        hereunder unless and until such shares have been fully paid and certificates
        representing such shares have been endorsed, transferred and delivered, and
        the
        name of the Optionee (or of such personal representative, administrator,
        distributee or legatee of the Optionee's estate) has been entered as the
        stockholder or record on the books of the Corporation.

      


      


      7. 
WITHHOLDING
        OF TAXES

      


      The
        parties hereto recognize that the Corporation or a subsidiary may be obligated
        to withhold federal, state and/or local income taxes and Social Security
        taxes
        to the extent that the Optionee realizes ordinary income in connection with
        the
        exercise of the Option or in connection with a disposition of any shares
        of
        Stock acquired by exercise of the Option. The Optionee agrees that the
        Corporation or a subsidiary may withhold amounts needed to cover such taxes
        from
        payments otherwise due and owing to the Optionee, and also agrees that upon
        demand the Optionee will promptly pay to the Corporation or a subsidiary
        having
        such obligation any additional amounts as may be necessary to satisfy such
        withholding tax obligation. Such payment shall be made in cash or by check
        payable to the order of the Corporation or a subsidiary.

      


      


      8. 
DISCLAIMER
        OF RIGHTS

      


      No
        provision in this Option Agreement shall be construed to confer upon the
        Optionee the right to be employed by the Corporation or any subsidiary, or
        to
        interfere in any way with the right and authority of the Corporation or any
        subsidiary either to increase or decrease the compensation of the Optionee
        at
        any time, or to terminate any employment or other relationship between the
        Optionee and the Corporation or any subsidiary.

      


      


      9. 
INTERPRETATION
        OF THIS OPTION AGREEMENT

      


      All
        decisions and interpretations made by the Board or the Compensation Committee
        thereof with regard to any question arising under the Plan or this Option
        Agreement shall be binding and conclusive on the Corporation and the Optionee
        and any other person entitled to exercise the Option as provided for
        herein.

      


      


      10. 
GOVERNING
        LAW

      


      This
        Option Agreement shall be governed by the laws of the State of Delaware (but
        not
        including the choice of law rules thereof).

      


      


      11. 
BINDING
        EFFECT

      


      Subject
        to all restrictions provided for in this Option Agreement, the Plan, and
        by
        applicable law relating to assignment and transfer of this Option Agreement
        and
        the option provided for herein, this Option Agreement shall be binding upon
        and
        inure to the benefit of the parties hereto and their respective heirs,
        executors, administrators, successors and assigns.

      


      


      12. 
NOTICE

      


      Any
        notice hereunder by the Optionee to the Corporation shall be in writing and
        shall be deemed duly given if mailed or delivered to the Corporation at its
        principal office, addressed to the attention of Stock Plan Administration
        or if
        so mailed or delivered to such other address as the Corporation may hereafter
        designate by notice to the Optionee. Any notice hereunder by the Corporation
        to
        the Optionee shall be in writing and shall be deemed duly given if mailed
        or
        delivered to the Optionee at the address specified below by the Optionee
        for
        such purpose, or if so mailed or delivered to such other address as the Optionee
        may hereafter designate by written notice given to the Corporation.

      


      


      13. 
ENTIRE
        AGREEMENT

      


      This
        Option Agreement and the Plan together constitute the entire agreement and
        supersede all prior understandings and agreements, written or oral (including,
        without limitation, the Stock Option Agreement between the Corporation and
        Optionee dated February 19, 2002), of the parties hereto with respect to
        the
        subject matter hereof. Except for amendments to the Plan incorporated into
        this
        Option Agreement by reference pursuant to Section 2 above, neither this Option
        Agreement nor any term hereof may be amended, waived, discharged or terminated
        except by a written instrument signed by the Corporation and the Optionee;
        provided,
        however,
        that
        the Corporation unilaterally may waive any provision hereof in writing to
        the
        extent that such waiver does not adversely affect the interests of the Optionee
        hereunder, but no such waiver shall operate as or be construed to be a
        subsequent waiver of the same provision or a waiver of any other provision
        hereof.


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SIGNATURE
        PAGE

       

      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Amended and Restated
        Option Agreement, or caused this Amended and Restated Option Agreement to
        be
        duly executed on their behalf, as of the day and year first above
        written.

       

      
        
          
            Transaction
              Systems Architects, Inc.    
Optionee:

             

            By: 
              _________________________________________         
By: 
              _________________________________________         

                  Dennis
              P. Byrnes, Secretary     
Gregory
              D. Derkacht

            


                ADDRESS
              FOR
              NOTICE TO OPTIONEE:

             

                ____________________________________________

                Number 
Street 
Apt.

            


                ____________________________________________

                City
               
              State 
Zip
              Code

            


                ____________________________________________

                SS# 
Hire
              Date

            


                DESIGNATED
              BENEFICIARY:

             

                ____________________________________________

                Please
              Print         Last Name, First Name
              MI

            


                ____________________________________________

                Beneficiary’s
              Street Address

            


                ____________________________________________

                City 
State 
Zip
              Code

            


                ____________________________________________

                Beneficiary’s
              Social Security Number 

            


            I
              understand that in the event of my death, the above named beneficiary
              will have
              control of any unexercised options remaining in my account at that
              time. If no
              beneficiary is designated or if the named beneficiary does not survive
              me, the
              options will become part of my estate. This beneficiary designation
              does NOT
              apply to stock acquired by the exercise of options prior to my
              death.

            
              


                  ____________________________________________

                  SIGNATURE                                DATE

            

          



      

      After
        completing this page, please make a copy for your records and return it
        to

       Stock
        Plan Administration, Transaction Systems Architects, Inc., 224 S. 108 Avenue,
        Omaha, NE 68154

      


      1999
        Stock Option Plan - US Plan

      200,000
        Options    $9.80/Share
        Exercise Price      February
        19, 2002 




      


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    

      


      


      


      


      


      


      


      
 

      
        

        

      

      


      AMENDED
        AND RESTATED

      STOCK
        OPTION AGREEMENT

      


      UNDER

      


      TRANSACTION
        SYSTEMS ARCHITECTS, INC.

      1999
        STOCK OPTION PLAN

      as
        amended by

      the
        Stockholders on February 22, 2000, 

      the
        Board of Directors on May 5, 2000, 

      the
        Stockholders on February 20, 2001, and

      the
        Stockholders on February 19, 2002

       

      US
        MASTER

      


      
        

        

      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      GREGORY
        D. DERKACHT


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


                                              
        TABLE OF CONTENTS

      


      


                                                                                                                         Page

      


      1. GRANT
        OF NON-QUALIFIED STOCK OPTION..................................1

      


      2. TERMS
        OF
        PLAN....................................................................................1

      


      3. EXERCISE
        PRICE..................................................................................2

      


      4. EXERCISE
        OF
        OPTION.........................................................................2

      


      4.1 Time
        of
        Exercise of
        Option.......................................................2

      4.2 Acceleration
        of
        Option...............................................................3

      4.3 Termination
        of
        Option................................................................5

      4.4 Effect
        of Optionee’s Disability or Death..................................6

      4.5 Limitations
        on Exercise of Option............................................6

      4.6 Method
        of Exercise of Option

      Cash
        Exercise.......................................................................6

      Same-Day-Sale
        Exercise....................................................7

      Sell-to-Cover
        Exercise.........................................................7

      4.7 Parachute
        Limitations................................................................8

      


      5. TRANSFERABILITY
        OF OPTIONS........................................................8

      


      6. RIGHTS
        AS
        STOCKHOLDER................................................................9

      


      7. WITHHOLDING
        OF
        TAXES....................................................................9

      


      8. DISCLAIMER
        OF
        RIGHTS......................................................................9

      


      9. INTERPRETATION
        OF THIS OPTION AGREEMENT.........................9

      


      10. GOVERNING
        LAW..............................................................................10

      


      11. BINDING
        EFFECT...............................................................................10

      


      12. NOTICE.................................................................................................10

      


      13. ENTIRE
        AGREEMENT.......................................................................10

      


      SIGNATURE
        PAGE
        (TO BE COMPLETED AND RETURNED)

      


      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      


      
        

        

      

      


      AMENDED
        AND RESTATED

      STOCK
        OPTION AGREEMENT 

      TRANSACTION
        SYSTEMS ARCHITECTS, INC.

      1999
        STOCK OPTION PLAN

      as
        amended by 

      the
        Stockholders on February 22, 2000, 

      the
        Board of Directors on May 5, 2000,

      the
        Stockholders on February 20, 2001, and

      the
        Stockholders on February 19, 2002

       

      
        

        

      

      


      


      This
        Stock Option Agreement (the "Option Agreement"), which was originally made
        as of
        February 19, 2002 (the “Original Date of Grant”), by and between Transaction
        Systems Architects, Inc., (“TSA”) a Delaware corporation (the "Corporation") and
        GREGORY D. DERKACHT, an employee of the Corporation or its subsidiaries (the
        "Optionee"), is amended and restated effective as of February 26,
        2004.

      


      WHEREAS,
        the Board of Directors of the Corporation has duly adopted and approved the
        1999
        Stock Option Plan (the "Plan"), which Plan authorizes the Corporation to
        grant
        to eligible individuals options for the purchase of shares of the Corporation's
        Class A Common Stock (the "Stock"); and

      


      WHEREAS,
        the Corporation has determined that it is desirable and in its best interests
        to
        grant the Optionee, pursuant to the Plan, an option to purchase a certain
        number
        of shares of Stock, in order to provide the Optionee with an incentive to
        advance the interests of the Corporation, all according to the terms and
        conditions set forth herein.

      


      NOW,
        THEREFORE, in consideration of the mutual promises and covenants contained
        herein, the parties hereto do hereby agree as follows:

      


      


      1. 
GRANT
        OF NON-QUALIFIED STOCK OPTION

      


      Subject
        to the terms of the Plan, the Corporation hereby grants to the Optionee the
        right and option (the "Option") to purchase from the Corporation, on the
        terms
        and subject to the conditions set forth in the Plan and in this Agreement,
        200,000 shares of Class A Common Stock. This
        Option shall not constitute an incentive stock option within the meaning
        of
        Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

      


      


      2. 
TERMS
        OF PLAN

       

      The
        Option granted pursuant to this Option Agreement is granted subject to the
        terms
        and conditions set forth in the Plan, a copy of which is attached to this
        Option
        Agreement. All terms and conditions of the Plan, as may be amended from time
        to
        time, are hereby incorporated into this Option Agreement by reference and
        shall
        be deemed to be part of this Option Agreement, without regard to whether
        such
        terms and conditions (including, for example, provisions relating to certain
        changes in capitalization of the Corporation) are not otherwise set forth
        in
        this Option Agreement. In the event that there is any inconsistency between
        the
        provisions of this Option Agreement and of the Plan, the provisions of the
        Plan
        shall govern.

      


      


      3. 
EXERCISE
        PRICE

      


      The
        Exercise Price for the shares of Stock subject to the Option granted by this
        Option Agreement is $9.80 per share.

      


      


      4. 
EXERCISE
        OF OPTION

      


      Except
        as otherwise provided herein, and subject to the provisions of the Plan
        (including restrictions on the transferability of the Option and special
        provisions relating to exercise or termination of the Option following the
        Optionee's termination of employment, disability, death or retirement or
        certain
        changes in capitalization of the Corporation), the Option granted pursuant
        to
        this Option Agreement shall be subject to exercise as follows:

      


      


      4.1 
Time
        of Exercise of Option

      


      The
        Optionee may exercise the Option (subject to the limitations on exercise
        set
        forth in this Agreement and in the Plan), in installments as
        follows:

      


      
        	(i)  	
                Provided
                  that those shares subject to this Option, or any portion thereof,
                  do not
                  first become exercisable pursuant to the terms and conditions of
                  Subsections 4.1(ii), 4.1(iii) or 4.1(iv) herein, or Section 4.2,
                  those
                  shares subject to this Option shall become exercisable as follows:
                  no
                  Option may be exercised during the first year from the Original
                  Date of
                  Grant; after one year from the Original Date of Grant, the Option
                  shall be
                  exercisable in respect of 25 percent of the number of shares subject
                  to
                  this Option; after the expiration of each of the second, third,
                  and fourth
                  years from the Original Date of Grant, the Option shall be exercisable
                  in
                  respect of an additional 25 percent of number of the shares subject
                  to
                  this Option.

              


      

        

      
        
          	(ii)  	
                  100,000
                    of those shares subject to this Option shall become exercisable
                    on and
                    after November 15, 2002; provided however that the Company’s Revenues,
                    Cash Flow, and Contribution Margin for fiscal year ended September
                    30,
                    2002 either meet or exceed $320,000,000, $42,800,000, and $25,000,000,
                    respectively, and the Ending Backlog as of fiscal year ended
                    September 30,
                    2002  or exceeds $218,000,000.

                


        

         

      

      
        	(iii)  	
                100,000
                  of those shares subject to this Option shall become exercisable
                  on and
                  after November 15, 2003; provided however that the Company’s Revenues,
                  Cash Flow, Contribution Margin, and Ending Backlog for/at fiscal
                  year
                  ended September 30, 2003 either meet or exceed the respective Revenue,
                  Cash-flow, Contribution Margin, and Ending Backlog targets established
                  by
                  the Board of Directors for the fiscal year ended September 30,
                  2003.

              


      

      


      
        	(iv)  	
                If,
                  within 4 years of the Original Date of Grant, the average closing
                  bid
                  price of the Company’s stock is greater than $30 for any consecutive
                  60-day period (calendar days), all shares subject to this Option
                  will
                  become exercisable on and after the end of such 60-day
                  period.

              


      

      


      The
        foregoing installments, to the extent not exercised, shall accumulate and
        be
        exercisable, in whole or in part, at any time and from time to time, after
        becoming exercisable and prior to the termination of the Option; provided,
        that
        no single exercise of the Option shall be for less than 100 shares, unless
        at
        the time of the exercise, the maximum number of shares available for purchase
        under this Option is less than 100 shares. In no event shall the Option be
        exercised for a fractional share. 

      


      


      4.2 
Acceleration
        of Option.

      


      Notwithstanding
        any other provision of this Agreement to the contrary, the Option granted
        hereby
        shall become immediately exercisable upon the occurrence of a Change in Control
        (as hereinafter defined) of the Corporation if Optionee is an employee of
        the
        Corporation or any of its subsidiaries on the date of the consummation of
        such
        Change in Control.

      


      For
        purposes of this Section 4.2, a “Change in Control” means the occurrence of any
        of the following events:

      


      (i)
        any
        individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
        of the Exchange Act) (a “Person”) is or becomes the beneficial owner (within the
        meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
        of the
        combined voting power of the then-outstanding Voting Stock of the Corporation;
        provided, however, that:

      


      (1)
        for
        purposes of this paragraph (i), the following acquisitions shall not constitute
        a Change in Control: (A) any acquisition of Voting Stock of the Corporation
        directly from the Corporation that is approved by a majority of the Incumbent
        Directors, (B) any acquisition of Voting Stock of the Corporation by the
        Corporation or any subsidiary of the Corporation, (C) any acquisition of
        Voting
        Stock of the Corporation by the trustee or other fiduciary holding securities
        under any employee benefit plan (or related trust) sponsored or maintained
        by
        the Corporation or any subsidiary of the Corporation, and (D) any acquisition
        of
        Voting Stock of the Corporation by any Person pursuant to a Business Transaction
        that complies with clauses (A), (B) and (C) of subparagraph (i)(3)
        below;

      


      (2)
        if
        any Person is or becomes the beneficial owner of 20% or more of combined
        voting
        power of the then-outstanding Voting Stock of the Corporation as a result
        of a
        transaction described in clause (A) of subparagraph (i)(1) above and such
        Person
        thereafter becomes the beneficial owner of any additional shares of Voting
        Stock
        of the Corporation representing 1% or more of the then-outstanding Voting
        Stock
        of the Corporation, other than in an acquisition directly from the Corporation
        that is approved by a majority of the Incumbent Directors or other than as
        a
        result of a stock dividend, stock split or similar transaction effected by
        the
        Corporation in which all holders of Voting Stock are treated equally, such
        subsequent acquisition shall be treated as a Change in Control; 

      


      (3)
        a
        Change in Control will not be deemed to have occurred if a Person is or becomes
        the beneficial owner of 20% or more of the Voting Stock of the Corporation
        as a
        result of a reduction in the number of shares of Voting Stock of the Corporation
        outstanding pursuant to a transaction or series of transactions that is approved
        by a majority of the Incumbent Directors unless and until such Person thereafter
        becomes the beneficial owner of any additional shares of Voting Stock of
        the
        Corporation representing 1% or more of the then-outstanding Voting Stock
        of the
        Corporation, other than as a result of a stock dividend, stock split or similar
        transaction effected by the Corporation in which all holders of Voting Stock
        are
        treated equally; and 

      


      (4)
        if
        at least a majority of the Incumbent Directors determine in good faith that
        a
        Person has acquired beneficial ownership of 20% or more of the Voting Stock
        of
        the Corporation inadvertently, and such Person divests as promptly as
        practicable but no later than the date, if any, set by the Incumbent Board
        a
        sufficient number of shares so that such Person beneficially owns less than
        20%
        of the Voting Stock of the Corporation, then no Change in Control shall have
        occurred as a result of such Person’s acquisition; or

      


      


      (ii)
        a
        majority of the Board ceases to be comprised of Incumbent Directors;
        or

      


      (iii)
        the consummation of a reorganization, merger or consolidation, or sale or
        other
        disposition of all or substantially all of the assets of the Corporation
        or the
        acquisition of the stock or assets of another corporation, or other transaction
        (each, a “Business Transaction”), unless, in each case, immediately following
        such Business Transaction (A) the Voting Stock of the Corporation outstanding
        immediately prior to such Business Transaction continues to represent (either
        by
        remaining outstanding or by being converted into Voting Stock of the surviving
        entity or any parent thereof), more than 60% of the combined voting power
        of the
        then outstanding shares of Voting Stock of the entity resulting from such
        Business Transaction (including, without limitation, an entity which as a
        result
        of such transaction owns the Corporation or all or substantially all of the
        Corporation’s assets either directly or through one or more subsidiaries), (B)
        no Person (other than the Corporation, such entity resulting from such Business
        Transaction, or any employee benefit plan (or related trust) sponsored or
        maintained by the Corporation, any subsidiary of the Corporation or such
        entity
        resulting from such Business Transaction) beneficially owns, directly or
        indirectly, 20% or more of the combined voting power of the then outstanding
        shares of Voting Stock of the entity resulting from such Business Transaction,
        and (C) at least a majority of the members of the Board of Directors of the
        entity resulting from such Business Transaction were Incumbent Directors
        at the
        time of the execution of the initial agreement or of the action of the Board
        providing for such Business Transaction; or

      


      (iv)
        approval by the shareholders of the Corporation of a complete liquidation
        or
        dissolution of the Corporation, except pursuant to a Business Transaction
        that
        complies with clauses (A), (B) and (C) of paragraph (iii).

      


      For
        purposes of this Section 4.2, the term “Exchange Act” means the Securities
        Exchange Act of 1934, as amended.

      


      For
        purposes of this Section 4.2, the term “Incumbent Directors” means the
        individuals who, as of the date hereof, are Directors of the Corporation
        and any
        individual becoming a Director subsequent to the date hereof whose election,
        nomination for election by the Corporation’s shareholders, or appointment, was
        approved by a vote of at least two-thirds of the then Incumbent Directors
        (either by a specific vote or by approval of the proxy statement of the
        Corporation in which such person is named as a nominee for director, without
        objection to such nomination); provided,
        however,
        that
        an individual shall not be an Incumbent Director if such individual’s election
        or appointment to the Board occurs as a result of an actual or threatened
        election contest (as described in Rule 14a-12(c) of the Exchange Act) with
        respect to the election or removal of Directors or other actual or threatened
        solicitation of proxies or consents by or on behalf of a Person other than
        the
        Board.

      


      For
        purposes of this Section 4.2, the term “Voting Stock” means securities entitled
        to vote generally in the election of directors.

      


      


      4.3 
Termination
        of Option

      


      The
        Option shall terminate upon the earlier of the expiration of a period of
        (i) ten
        years from the Original Date of Grant, or (ii) one month from the date of
        the
        Optionee's termination of employment with the Corporation or a subsidiary;
        provided,
        however,
        that
        if such termination of employment falls within the scope of one of the
        provisions of the Plan providing for an extended exercise period in excess
        of
        one month, the Option shall terminate upon the expiration of the extended
        period, as specified in such provision, after the Optionee's termination
        of
        employment with the Corporation or a subsidiary within which the Option is
        exercisable.

      


      


      4.4 
Effect
        of Optionee’s Disability or Death

      


      If
        the
        Optionee ceases to be an Employee of the Corporation or a Subsidiary of the
        Corporation by reason of Disability, the unexercised portion of any Option
        held
        by such Optionee at that time will become immediately vested and will be
        exercisable for the shorter of one year from the date on which the Optionee
        ceased to be so employed or the remaining Option term. If the Optionee does
        not
        exercise the Option within the time specified, such Option shall terminate.
        The
        Corporation shall have the authority to determine the date an Optionee ceases
        to
        be an Employee by reason of Disability.

      


      If
        the
        Optionee dies while employed by the Corporation or a Subsidiary of the
        Corporation (or dies within a period of one month after ceasing to be an
        Employee for any reason other than Disability or within a period of one year
        after ceasing to be an Employee by reason of Disability), the unexercised
        portion of any Option held by such Optionee at the time of death will become
        immediately vested and will be exercisable for the shorter of one year from
        the
        date of such Optionee’s death, or the remaining Option term. Such Option may be
        exercised by the executor or administrator of the Optionee’s estate or by any
        person or persons who shall have acquired the Option directly from the Optionee
        by bequest or inheritance. If the Option is not exercised within the time
        specified, such Option shall terminate.

      


      


      4.5 
Limitations
        on Exercise of Option

      


      Notwithstanding
        the foregoing Subsections, in no event may the Option be exercised, in whole
        or
        in part, after ten years following the Original Date of Grant, or after the
        occurrence of an event which results in termination of the Option under the
        Plan.

      


      


      4.6 
Method
        of Exercise of Option

      


      Cash
        Exercise (to exercise and retain the Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the Corporation, at
        its
        principal office, addressed to the attention of Stock Option Administration,
        or
        to the agent/broker designated by the Corporation, which notice shall specify
        the number of shares for which the Option is being exercised, and shall be
        accompanied by payment in full of the Exercise Price of the shares for which
        the
        Option is being exercised
        plus
        the full amount of all applicable withholding taxes due on the Option exercise.
        Payment
        of the Exercise Price for the shares of Stock purchased pursuant to the exercise
        of the Option shall be made either in cash or by certified check payable
        to the
        order of the Corporation. If the person exercising the Option is not the
        Optionee, such person shall also deliver with the notice of exercise appropriate
        proof of his or her right to exercise the Option, as the Corporation may
        require
        in its sole discretion. Promptly after exercise of the Option as provided
        for
        above, the Corporation shall deliver to the person exercising the Option
        a
        certificate or certificates for the shares of Stock being purchased.


      


      Same-Day-Sale
        Exercise (to exercise and immediately sell all the Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the agent/broker
        designated by the Corporation, which notice shall specify the number of shares
        for which the Option is being exercised and irrevocable instructions to promptly
        (1) sell all of the shares of Stock to be issued upon exercise and (2) remit
        to
        the Corporation the portion of the sale proceeds sufficient to pay the Exercise
        Price for the shares of Stock purchased pursuant to the exercise of the Option
        and all applicable taxes due on the Option exercise. The agent/broker shall
        request issuance of the shares and immediately and concurrently sell the
        shares
        on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock
        purchased pursuant to the exercise of the Option, any brokerage fees, transfer
        fees, and all applicable taxes due on the Option exercise, shall be deducted
        from the proceeds of the sale of the shares. If the person exercising the
        Option
        is not the Optionee, such person shall also deliver with the notice of exercise
        appropriate proof of his or her right to exercise the Option, as the Corporation
        may require in its sole discretion. Promptly after exercise of the Option
        as
        provided for above, the agent/broker shall deliver to the person exercising
        the
        Option the net proceeds from the sale of the shares of Stock being exercised
        and
        sold.

      


      Sell-to-Cover
        Exercise (to exercise and immediately sell a portion of the
        Shares):
        Subject to the terms and conditions of this Option Agreement, the Option
        may be
        exercised by delivering written notice of exercise to the agent/broker
        designated by the Corporation, which notice shall specify the number of shares
        for which the Option is being exercised and irrevocable instructions to promptly
        (1) sell the portion (which must be a whole number) of the shares of Stock
        to be
        issued upon exercise sufficient to generate proceeds to pay the Exercise
        Price
        for the shares of Stock purchased pursuant to the exercise of the Option,
        any
        brokerage or transfer fees, and all applicable taxes due on the Option exercise
        (collectively the “Exercise Costs”) and (2) remit to the Corporation a
        sufficient portion of the sale proceeds to pay the Exercise Price for the
        shares
        of Stock purchased pursuant to the exercise of the Option and all applicable
        taxes due on the Option exercise. The agent/broker shall request issuance
        of the
        shares and immediately and concurrently sell on the Optionee’s behalf only such
        number of the Shares as is required to generate proceeds sufficient to pay
        the
        Exercise Costs. Promptly after exercise of the Option as provided for above,
        the
        Corporation shall deliver to the person exercising the Option a certificate
        for
        the shares of Stock issued upon exercise which are not sold to pay the Exercise
        Costs. Promptly after exercise of the Option as provided for above, the
        agent/broker shall deliver to the person exercising the Option any net proceeds
        from the sale of the Shares in excess of the Exercise Costs. If the person
        exercising the Option is not the Optionee, such person shall also deliver
        with
        the notice of exercise appropriate proof of his or her right to exercise
        the
        Option, as the Corporation may require in its sole discretion. 

      


      The
        Option shall not be exercisable if and to the extent the Corporation determines
        such exercise or method of exercise would violate applicable securities laws,
        the rules and regulations of any securities exchange or quotation system
        on
        which the Stock is listed, or the Company’s policies and procedures. An attempt
        to exercise the Option granted hereunder other than as set forth above shall
        be
        invalid and of no force and effect. 

      


      


      4.7 
Parachute
        Limitations

      


      Notwithstanding
        any other provision of this Option Agreement or the Plan or any other agreement,
        contract or understanding heretofore or hereafter entered into by the Optionee
        with the Corporation (or any subsidiary or affiliate thereof), except an
        agreement, contract or understanding hereafter entered into that expressly
        modifies or excludes application of this Subsection (the "Other Agreements"),
        and notwithstanding any formal or informal plan or other arrangements heretofore
        or hereafter adopted by the Corporation (or any such subsidiary or affiliate)
        for the direct or indirect compensation of the Optionee (including groups
        or
        classes of participants or beneficiaries of which the Optionee is a member),
        whether or not such compensation is deferred, is in cash, or is in the form
        of a
        benefit to or for the Optionee (an "Other Benefit Plan"), the Optionee shall
        not
        have any right to exercise an Option or receive any payment or other benefit
        under this Option Agreement, any Other Agreement, or any Other Benefit Plan
        if
        such right to exercise, payment or benefit, taking into account all other
        rights, payments or benefits to or for the Optionee under this Option Agreement,
        all Other Agreements and all Other Benefit Plans, would cause any right,
        payment
        or benefit to the Optionee under this Option Agreement to be considered a
        "parachute payment" within the meaning of Section 280G(b)(2) of the Code
        as then
        in effect (a "Parachute Payment"). In the event that the receipt of any such
        right to exercise or any other payment or benefit under this Option Agreement,
        any Other Agreement or any Other Benefit Plan would cause the Optionee to
        be
        considered to have received a Parachute Payment under this Agreement, then
        the
        Optionee shall have the right, in the Optionee's sole discretion, to designate
        those rights, payments or benefits under this Option Agreement, any Other
        Agreements, and/or any Other Benefit Plans, which should be reduced or
        eliminated so as to avoid having the right, payment or benefit to the Optionee
        under this Option Agreement be deemed to be a Parachute Payment.

      


      


      5. 
TRANSFERABILITY
        OF OPTIONS

      


      During
        the lifetime of an Optionee, only such Optionee (or, in the event of legal
        incapacity or incompetency, the Optionee's guardian or legal representative)
        may
        exercise the Option. No Option shall be assignable or transferable by the
        Optionee to whom it is granted, other than by will or the laws of descent
        and
        distribution.

      


      


      6. 
RIGHTS
        AS STOCKHOLDER

      


      Neither
        the Optionee nor any executor, administrator, distributee or legatee of the
        Optionee's estate shall be, or have any of the rights or privileges of, a
        stockholder of the Corporation in respect of any shares of Stock issuable
        hereunder unless and until such shares have been fully paid and certificates
        representing such shares have been endorsed, transferred and delivered, and
        the
        name of the Optionee (or of such personal representative, administrator,
        distributee or legatee of the Optionee's estate) has been entered as the
        stockholder or record on the books of the Corporation.

      


      


      7. 
WITHHOLDING
        OF TAXES

      


      The
        parties hereto recognize that the Corporation or a subsidiary may be obligated
        to withhold federal, state and/or local income taxes and Social Security
        taxes
        to the extent that the Optionee realizes ordinary income in connection with
        the
        exercise of the Option or in connection with a disposition of any shares
        of
        Stock acquired by exercise of the Option. The Optionee agrees that the
        Corporation or a subsidiary may withhold amounts needed to cover such taxes
        from
        payments otherwise due and owing to the Optionee, and also agrees that upon
        demand the Optionee will promptly pay to the Corporation or a subsidiary
        having
        such obligation any additional amounts as may be necessary to satisfy such
        withholding tax obligation. Such payment shall be made in cash or by check
        payable to the order of the Corporation or a subsidiary.

       

      


      8. 
DISCLAIMER
        OF RIGHTS

      


      No
        provision in this Option Agreement shall be construed to confer upon the
        Optionee the right to be employed by the Corporation or any subsidiary, or
        to
        interfere in any way with the right and authority of the Corporation or any
        subsidiary either to increase or decrease the compensation of the Optionee
        at
        any time, or to terminate any employment or other relationship between the
        Optionee and the Corporation or any subsidiary.

      


      


      9. 
INTERPRETATION
        OF THIS OPTION AGREEMENT

      


      All
        decisions and interpretations made by the Board or the Compensation Committee
        thereof with regard to any question arising under the Plan or this Option
        Agreement shall be binding and conclusive on the Corporation and the Optionee
        and any other person entitled to exercise the Option as provided for
        herein.

      


      


      10. 
GOVERNING
        LAW

      


      This
        Option Agreement shall be governed by the laws of the State of Delaware (but
        not
        including the choice of law rules thereof).

      


      


      11. 
BINDING
        EFFECT

      


      Subject
        to all restrictions provided for in this Option Agreement, the Plan, and
        by
        applicable law relating to assignment and transfer of this Option Agreement
        and
        the option provided for herein, this Option Agreement shall be binding upon
        and
        inure to the benefit of the parties hereto and their respective heirs,
        executors, administrators, successors and assigns.

      


      


      12. 
NOTICE

      


      Any
        notice hereunder by the Optionee to the Corporation shall be in writing and
        shall be deemed duly given if mailed or delivered to the Corporation at its
        principal office, addressed to the attention of Stock Plan Administration
        or if
        so mailed or delivered to such other address as the Corporation may hereafter
        designate by notice to the Optionee. Any notice hereunder by the Corporation
        to
        the Optionee shall be in writing and shall be deemed duly given if mailed
        or
        delivered to the Optionee at the address specified below by the Optionee
        for
        such purpose, or if so mailed or delivered to such other address as the Optionee
        may hereafter designate by written notice given to the Corporation.

      


      


      13. 
ENTIRE
        AGREEMENT

      


      This
        Option Agreement and the Plan together constitute the entire agreement and
        supersede all prior understandings and agreements, written or oral (including,
        without limitation, the Stock Option Agreement between the Corporation and
        Optionee dated February 19, 2002), of the parties hereto with respect to
        the
        subject matter hereof. Except for amendments to the Plan incorporated into
        this
        Option Agreement by reference pursuant to Section 2 above, neither this Option
        Agreement nor any term hereof may be amended, waived, discharged or terminated
        except by a written instrument signed by the Corporation and the Optionee;
        provided,
        however,
        that
        the Corporation unilaterally may waive any provision hereof in writing to
        the
        extent that such waiver does not adversely affect the interests of the Optionee
        hereunder, but no such waiver shall operate as or be construed to be a
        subsequent waiver of the same provision or a waiver of any other provision
        hereof.

      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SIGNATURE
        PAGE

       

      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Amended and Restated
        Option Agreement, or caused this Amended and Restated Option Agreement to
        be
        duly executed on their behalf, as of the day and year first above
        written.

       

      
        
          
            
              
                Transaction
                  Systems Architects, Inc.    
Optionee:

                 

                By: 
                  _________________________________________         
By: 
                  _________________________________________         

                      Dennis
                  P. Byrnes, Secretary     
Gregory
                  D. Derkacht

                


                    ADDRESS
                  FOR
                  NOTICE TO OPTIONEE:

                 

                    ____________________________________________

                    Number 
Street 
Apt.

                


                    ____________________________________________

                    City
                   
                  State 
Zip
                  Code

                


                    ____________________________________________

                    SS# 
Hire
                  Date

                


                    DESIGNATED
                  BENEFICIARY:

                 

                    ____________________________________________

                    Please
                  Print         Last Name, First Name
                  MI

                


                    ____________________________________________

                    Beneficiary’s
                  Street Address

                


                    ____________________________________________

                    City 
State 
Zip
                  Code

                


                    ____________________________________________

                    Beneficiary’s
                  Social Security Number 

                


                I
                  understand that in the event of my death, the above named beneficiary
                  will have
                  control of any unexercised options remaining in my account at that
                  time. If no
                  beneficiary is designated or if the named beneficiary does not
                  survive me, the
                  options will become part of my estate. This beneficiary designation
                  does NOT
                  apply to stock acquired by the exercise of options prior to my
                  death.

                
                  


                      ____________________________________________

                      SIGNATURE                                DATE

                

              



          

          After
            completing this page, please make a copy for your records and return
            it
            to

           Stock
            Plan Administration, Transaction Systems Architects, Inc., 224 S. 108
            Avenue,
            Omaha, NE 68154



      

       

      1999
        Stock Option Plan - US Plan

      200,000
        Shares    $
        9.80/Share Exercise Price      February
        19, 2002 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      E

     

    
       

      AMENDED
        AND RESTATED 

      SEVERANCE
        COMPENSATION AGREEMENT

      


      


      SEVERANCE
        COMPENSATION AGREEMENT dated as of September 28, 2004 between Transaction
        Systems Architects, Inc., a Delaware corporation (the “Company”), and Gregory D.
        Derkacht (the “Executive”).

      


      WHEREAS,
        the Company’s Board of Directors has determined that it is appropriate to
        reinforce and encourage the continued attention and dedication of the Executive
        to his assigned duties without distraction in potentially disturbing
        circumstances arising from the possibility of a change in control of the
        Company;

      


      WHEREAS,
        the Company and the Executive entered into a severance compensation agreement
        dated as of April 28, 2003 (the “Severance Agreement”); and

      


      WHEREAS,
        the Company and the Executive have entered into that third amended and restated
        employment agreement of even date herewith (as amended, the “Employment
        Agreement”) and wish to amend and restate the Severance Agreement in connection
        therewith.

      


      NOW,
        THEREFORE, this Agreement sets forth the severance compensation which the
        Company agrees it will pay to the Executive if the Executive’s employment with
        the Company terminates under certain circumstances described herein following
        a
        Change in Control (as defined herein) and the other benefits the Company
        will
        provide the Executive following a Change in Control.

      


      
        	1.  	
                TERM.

              


      

      


      This
        Agreement shall terminate, except to the extent that any obligation of the
        Company hereunder remains unpaid as of such time, upon the earlier of (i)
        the
        appointment of a successor CEO as provided in the Employment Agreement; (ii)
        the
        termination of Executive’s employment for any reason prior to a Change in
        Control; and (iii) three years after the date of a Change in
        Control.

      


      
        	2.  	
                CHANGE
                  IN CONTROL.

              


      

      


      For
        purposes of this Agreement, Change in Control shall mean:

      


      (a)  the
        acquisition by any individual, entity or group (within the meaning of Section
        13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
        “Exchange Act”)) (a “Person”), of beneficial ownership (within the meaning of
        Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i)
        the
        then-outstanding shares of common stock of the Company (the “Outstanding Company
        Common Stock”) or (ii) the combined voting power of the then-outstanding voting
        securities of the Company entitled to vote generally in the election of
        directors (the “Outstanding Company Voting Securities”); provided, however, that
        the following acquisitions shall not constitute a Change in Control: (A)
        any
        acquisition directly from the Company (excluding an acquisition by virtue
        of the
        exercise of a conversion privilege), (B) any acquisition by any employee
        benefit
        plan (or related trust) sponsored or maintained by the Company or any
        corporation controlled by the Company or (C) any acquisition by any corporation
        pursuant to a reorganization,
        merger
        or consolidation, if, following such reorganization, merger or consolidation,
        the conditions described in sub-clauses (i), (ii) and (iii) of clause (c)
        of
        this Section 2 are satisfied; or

      


      (b)  if
        individuals who, as of the date hereof, constitute the Board of Directors
        (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
        Board; provided, however, that any individual becoming a director subsequent
        to
        the date hereof whose election, or nomination for election by the Company’s
        stockholders, was approved by a vote of at least two-thirds of the directors
        then constituting the Incumbent Board shall be considered as though such
        individual were a member of the Incumbent Board, but excluding, for this
        purpose, any such individual whose initial assumption of office occurs as
        a
        result of either an actual or threatened election contest subject to Rule
        14a-11
        of Regulation 14A promulgated under the Exchange Act or other actual or
        threatened solicitation of proxies or consents by or on behalf of a Person
        other
        than the Board; or

      


      (c)  approval
        by the stockholders of the Company of a reorganization, merger or consolidation,
        unless following such reorganization, merger or consolidation (i) more than
        60%
        of, respectively, the then-outstanding shares of common stock of the corporation
        resulting from such reorganization, merger or consolidation and the combined
        voting power of the then outstanding voting securities of such corporation
        entitled to vote generally in the election of directors is then beneficially
        owned, directly or indirectly, by all or substantially all of the individuals
        and entities who were the beneficial owners, respectively, of the Outstanding
        Company Common Stock and Outstanding Company Voting Securities immediately
        prior
        to such reorganization, merger, or consolidation in substantially the same
        proportions as their ownership, immediately prior to such reorganization,
        merger
        or consolidation, of the Outstanding Company Common Stock and Outstanding
        Company Voting Securities, as the case may be (for purposes of determining
        whether such percentage test is satisfied, there shall be excluded from the
        number of shares and voting securities of the resulting corporation owned
        by the
        Company’s stockholders, but not from the total number of outstanding shares and
        voting securities of the resulting corporation, any shares or voting securities
        received by any such stockholder in respect of any consideration other than
        shares or voting securities of the Company), (ii) no Person (excluding the
        Company, any employee benefit plan (or related trust) of the Company, any
        qualified employee benefit plan of such corporation resulting from such
        reorganization, merger or consolidation and any Person beneficially owning,
        immediately prior to such reorganization, merger or consolidation, directly
        or
        indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding
        Company Voting Securities, as the case may be) beneficially owns, directly
        or
        indirectly, 20% or more of, respectively, the then-outstanding shares of
        common
        stock of the corporation resulting from such reorganization, merger or
        consolidation or the combined voting power of the then-outstanding voting
        securities of such corporation entitled to vote generally in the election
        of
        directors and (iii) at least a majority of the members of the board of directors
        of the corporation resulting from such reorganization, merger or consolidation
        were members of the Incumbent Board at the time of the execution of the initial
        agreement providing for such reorganization, merger or consolidation;
        or

      


      (d)  (i)approval
        by the stockholders of the Company of a complete liquidation or dissolution
        of
        the Company or (ii) the first to occur of (A) the sale or other disposition
        (in
        one transaction or a series of related transactions) of all or substantially
        all
        of the assets of the Company, or (B) the approval by the stockholders of
        the
        Company of any such sale or disposition, other than, in each case, any such
        sale
        or disposition to a corporation, with respect to which immediately thereafter,
        (1) more than 60% of, respectively, the then-outstanding shares of common
        stock
        of such corporation and the combined voting power of the then-outstanding
        voting
        securities of such corporation entitled to vote generally in the election
        of
        directors is then beneficially owned, directly or indirectly, by all or
        substantially all of the individuals and entities who were the beneficial
        owners, respectively, of the outstanding Company Common Stock and Outstanding
        Company Voting Securities immediately prior to such sale or other disposition
        in
        substantially the same proportion as their ownership, immediately prior to
        such
        sale or other disposition, of the Outstanding Company Common Stock and
        Outstanding Company Voting Securities, as the case may be (for purposes of
        determining whether such percentage test is satisfied, there shall be excluded
        from the number of shares and voting securities of the transferee corporation
        owned by the Company’s stockholders, but not from the total number of
        outstanding shares and voting securities of the transferee corporation, any
        shares or voting securities received by any such stockholder in respect of
        any
        consideration other than shares or voting securities of the Company), (2)
        no
        Person (excluding the Company and any employee benefit plan (or related trust)
        of the Company, any qualified employee benefit plan of such transferee
        corporation and any Person beneficially owning, immediately prior to such
        sale
        or other disposition, directly or indirectly, 20% or more of the Outstanding
        Company Common Stock or Outstanding Company Voting Securities, as the case
        may
        be) beneficially owns, directly or indirectly, 20% or more of, respectively,
        the
        then-outstanding shares of common stock of such transferee corporation and
        the
        combined voting power of the then-outstanding voting securities of such
        transferee corporation entitled to vote generally in the election of directors
        and (3) at least a majority of the members of the board of directors of such
        transferee corporation were members of the Incumbent Board at the time of
        the
        execution of the initial agreement or action of the board providing for such
        sale or other disposition of assets of the Company.

      


      
        	3.  	
                TERMINATION
                  FOLLOWING A CHANGE IN CONTROL.

              


      

      


      (a)  The
        Executive shall be entitled to the compensation provided in Section 4 of
        this
        Agreement if all of the following conditions are satisfied:

      


      (i)  there
        is a Change in Control of the Company while the Executive is still an employee
        of the Company;

      


      (ii)  the
        Executive’s employment with the Company is terminated within two years after the
        Change in Control; 

      


      (iii)  the
        Executive’s termination of employment is not a result of (A) the Executive’s
        death; (B) the Executive’s Disability (as defined in section 3(b) below); (C)
        the Executive’s Retirement (as defined in section 3(c) below); (D) the
        Executive’s termination by the Company for Cause (as defined in Section 3(d)
        below); or (E) the Executive’s decision to terminate employment other than for
        Good Reason (as defined in Section 3(e) below); and

      


      (iv)  the
        Executive executes and delivers to the Company the Release contemplated under
        the Employment Agreement.

      


      (b)  If,
        as a result of the Executive’s incapacity due to physical or mental illness, the
        Executive shall have been unable, with or without a reasonable accommodation,
        to
        perform his duties with the Company on a full-time basis for six months and
        within 30 days after a Notice of Termination (as defined in Section 3(f)
        below)
        is thereafter given by the Company, the Executive shall not have returned
        to the
        full-time performance of the Executive’s duties, the Company may terminate the
        Executive’s employment for “Disability”. If there is a Change in Control of the
        Company while the Executive is still an employee and if the Executive’s
        employment with the Company is terminated for Disability within two years
        after
        the Change in Control, the Executive shall be entitled to receive in a lump
        sum
        cash payment within five days after his Date of Termination (as defined in
        section 3(g) below) the following:

      


      (i)  one
        times the Base Amount (as defined in Section 4(b)(i)) determined with respect
        to
        the Base Period (as defined in Section 4(b)(ii)); plus

      


      (ii)  his
        earned but unpaid base salary through his Date of Termination; plus

      


      (iii)  a
        quarterly incentive award for the current fiscal quarter prorated through
        the
        Date of Termination equal to the greater of (A) the quarterly incentive award
        (whether paid or payable in cash or in securities of the Company) awarded
        to the
        Executive with respect to the Company’s most recent fiscal quarter ending prior
        to the Date of Termination or (B) the average quarterly incentive award (whether
        paid or payable in cash or in securities of the Company) made to the Executive
        with respect to the Company’s most recent three fiscal years ending prior to the
        Date of Termination; plus

      


      (iv)  interest
        on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated
        from the Date of Termination until paid at a rate equal to the prime rate
        as
        published in The Wall Street Journal on the Date of Termination plus three
        percentage points.

      


      (c)  For
        purposes of this Agreement only, “Retirement” shall mean termination by the
        Company or the Executive of the Executive’s employment based on the Executive’s
        having reached age 65 or such other age as shall have been fixed in any
        arrangement established pursuant to this Agreement with the Executive’s consent
        with respect to the Executive.

      


      (d)  For
        purposes of this Agreement only, “Cause” shall mean: (i) the Executive’s
        conviction of a felony involving moral turpitude; (ii) the Executive’s serious,
        willful gross misconduct or willful gross neglect of duties (other than any
        such
        neglect resulting from the Executive’s incapacity due to physical or mental
        illness or any such neglect after the issuance of a Notice of Termination
        by the
        Executive for Good Reason, as such terms are defined in subsections (e) and
        (f)
        below), which, in either case, has resulted, or in all probability is likely
        to
        result, in material economic damage to the Company; provided no act or failure
        to act by the Executive will constitute Cause under this clause (ii) if the
        Executive believed in good faith that such act or failure to act was in the
        best
        interest of the Company; or (iii) the Executive’s violation of any provision of
        the Company’s Code of Business Conduct and Ethics or the Company’ Code of Ethics
        for the Chief Executive Officer and Senior Financial Officers, as the same
        may
        be amended from time to time. 

      


      For
        purposes of this Agreement only, any termination of the Executive’s employment
        by the Company for Cause shall be authorized by a vote of at least a majority
        of
        the non-employee members of the Board of Directors of the Company (the “Board”)
        within 12 months of a majority of such non-employee members of the Board
        having
        actual knowledge of the event or circumstances providing a basis for such
        termination. In the case of clause (ii) of the second sentence of this
        subsection (d), the Executive shall be given notice by the Board specifying
        in
        detail the particular act or failure to act on which the Board is relying
        in
        proposing to terminate him for cause and offering the Executive an opportunity,
        on a date at least 14 days after receipt of such notice, to have a hearing,
        with
        counsel, before a majority of the non-employee members of
        the Board, including each of the members of the Board who authorized the
        termination for Cause. The Executive shall not be terminated for Cause if,
        within 30 days after the date of the Executive’s hearing before the Board (or if
        the Executive waives a hearing, within 30 days after receiving notice of
        the
        proposed termination), he has corrected the particular act or failure to
        act
        specified in the notice and by so correcting such act or failure to act he
        has
        reduced the economic damage his act or failure to act has allegedly caused
        the
        Company to a level which is no longer material or has eliminated the probability
        that such act or failure to act is likely to result in material economic
        damage
        to the Company. No termination for Cause shall take effect until the expiration
        of the correction period described in the preceding sentence and the
        determination by a majority of the non-employee members of the Board that
        the
        Executive has failed to correct the act or failure to act in accordance with
        the
        terms of the preceding sentence.

      


      Anything
        herein to the contrary notwithstanding, if, following a termination of the
        Executive’s employment by the Company for Cause based upon the conviction of the
        Executive for a felony involving moral turpitude such conviction is finally
        overturned on appeal, the Executive shall be entitled to the compensation
        provided in Sections 4(a) and 4(c). In lieu of the interest provided in clause
        (iv) of the first sentence of Section 4(a) and the interest provided in the
        second sentence of Section 4(c), however, the compensation provided in Sections
        4(a) and 4(c) shall be increased by a ten percent rate of interest, compounded
        annually, calculated from the date such compensation would have been paid
        if the
        Executive’s employment had been terminated without Cause.

      


      (e)
         For
        purposes of this Agreement, “Good Reason” shall mean, after any Change in
        Control and without the Executive’s express written consent, any of the
        following:

      


      (i)
         a
        significant diminution in the Executive’s duties and responsibilities, or the
        assignment to the Executive by the Company of duties inconsistent with the
        Executive’s position, duties, responsibilities or status with the Company
        immediately prior to a Change in Control of the Company, or a change in the
        Executive’s titles or offices as in effect immediately prior to a Change in
        Control of the Company, or any removal of the Executive from or any failure
        to
        re-elect the Executive to
        any of such positions, except in connection with the termination of his
        employment for Disability, Retirement or Cause or as a result of the Executive’s
        death or by the Executive other than for Good Reason;

      


      (ii)
         a
        reduction by the Company in the Executive’s annual rate of base salary as in
        effect on the date
        hereof or as the same may be increased from time to time during the term
        of this
        Agreement or the Company’s failure to increase (within 12 months of the
        Executive’s last increase in his annual rate of base salary) the Executive’s
        annual rate of base salary after a Change in Control of the Company in an
        amount
        which at least equals, on a percentage basis,
        the greater of (A) the average percentage increase in
        the annual rate of base salary for all officers of the Company effected in
        the
        preceding 12 months; or (B) the Consumer Price Index as published by the
        United
        States Government (or, in the event such index is discontinued, any similar
        index published by the United States Government as designated in good faith
        by
        the Executive);

      


      (iii)
         (A)
         any
        failure by the Company to continue in effect any benefit plan or arrangement
        (including, without limitation, the life insurance, medical, dental, accident
        and disability plans) in which the Executive is participating at the time
        of a
        Change in Control of the Company, or any other plan or arrangement providing
        the
        Executive with benefits that are no less favorable (hereinafter referred
        to as
“Benefit Plans”), (B) the taking of any action by the Company which would
        adversely affect the Executive’s participation in or materially reduce the
        Executive’s benefits under any such Benefit Plan or deprive the Executive of any
        material fringe benefit or perquisite of office enjoyed by the Executive
        at the
        time of a Change in Control of the Company, unless in the case of either
        sub-clause (A) or (B) above, there is substituted a comparable plan or program
        that is economically equivalent or superior, in terms of the benefit offered
        to
        the Executive, to the Benefit Plan being altered, reduced, affected or
        ended;

      


      (iv) (A)
         any
        failure by the Company to continue in effect any incentive plan or arrangement
        (including, without limitation, the Company’s bonus arrangements, the
        Transaction Systems Architects, Inc-. 401(k) Plan, the sales incentive plans,
        and the management incentive plans) in which the Executive is participating
        at
        the time of a Change in Control of the Company, or any other plans or
        arrangements providing him with substantially similar benefits, (hereinafter
        referred to as “Incentive Plans”), (B) the taking of any action by the Company
        which would adversely affect the Executive’s participation in any such Incentive
        Plan or reduce the Executive’s benefits under any such Incentive Plan, unless in
        the case of either sub-clause (A) or (B) above, there is substituted a
        comparable plan or program that is economically equivalent or superior, in
        terms
        of the benefit offered to the Executive, to the Incentive Plan being altered,
        reduced, affected or ended, or (C) any failure by the Company with respect
        to
        any fiscal year to make an award to the Executive pursuant to each such
        Incentive Plan or such substituted comparable plan or program equal to or
        greater than the greater of (1) the award (whether paid or payable in cash
        or in
        securities of the Company) made to the Executive pursuant to such Incentive
        Plan
        or such substituted comparable plan or program with respect to the immediately
        preceding fiscal year or (2) the average annual award (whether paid or payable
        in cash or in securities of the Company) made to the Executive pursuant to
        such
        Incentive Plan or such substituted comparable plan with respect to the prior
        three fiscal years (or such lesser number of prior fiscal years that the
        Executive was employed by the Company or that the Incentive Plan (together
        with
        any substituted comparable plan) was maintained);

      


      (v) (A)
         any
        failure by the Company to continue in effect any plan or arrangement to receive
        securities of the Company in which the Executive is participating at the
        time of
        a Change in Control of the Company, or any other plan or arrangement providing
        him with substantially similar benefits, (hereinafter
        referred to as “Securities Plans”), (B) the taking of any action by the Company
        which would adversely affect the Executive’s participation in or materially
        reduce the Executive’s benefits under any such Securities Plan, unless in the
        case of either sub-clause (A) or (B) above, there is substituted a comparable
        plan or program that is economically equivalent or superior, in terms of
        the
        benefit offered to the Executive, to the Securities Plan being altered, reduced,
        affected or ended, or (C) any failure by the Company in any fiscal year to
        grant
        stock options, stock appreciation rights or securities awards to the Executive
        pursuant to such Securities Plans with respect to an aggregate number of
        securities of the Company of each kind that is equal to or greater than
        the greater of (1) the aggregate number
        of securities of the Company of that kind covered by
        stock options, stock appreciation rights, or securities awards granted to
        the
        Executive pursuant to such Securities Plans in the immediately preceding
        fiscal
        year; or (2) the average annual aggregate number of securities of the Company
        of
        that kind covered by stock options, stock appreciation rights, or securities
        awards granted to the Executive pursuant to such Securities Plans in the
        prior
        three fiscal years; and provided further the material terms and conditions
        of
        such stock options, stock appreciation rights, and securities awards granted
        to
        the Executive after the Change in Control (including, but not limited to,
        the
        exercise price, vesting schedule, period and methods of exercise, expiration
        date, forfeiture provisions and other restrictions) are substantially similar
        to
        the material terms and conditions of the stock options, stock appreciation
        rights, and securities awards granted to the Executive under the Securities
        Plans immediately prior to the Change in Control of the Company;

      


      (vi)
         the
        Executive’s relocation, at the request of the Company, more than 50 miles from
        the location at which the Executive performed the Executive’s duties prior to a
        Change in Control of the Company, except for required travel by the Executive
        on
        the Company’s business to an extent substantially consistent with the
        Executive’s business travel obligations at the time of a Change in Control of
        the Company;

      


      (vii)
         any
        failure by the Company to provide the Executive with the number of annual
        paid
        vacation days to which the Executive is entitled for the year in which a
        Change
        in Control of the Company occurs;

      


      (viii)
         any
        material breach by the Company of any provision of this Agreement;

      


      (ix)
         any
        failure by the Company to obtain the assumption of this Agreement by any
        successor or assign of the Company prior to such succession or
        assignment;

      


      (x)
         any
        failure by the Company or its successor to enter into an agreement with
        the Executive that is substantially similar to this Agreement with respect
        to a
        Change in Control of the Company or its successor occurring thereafter;
        or

      


      (xi)
         any
        purported termination of the Executive’s employment by the Company pursuant to
        Section 3(b), 3(c) or 3(d) above which is not effected pursuant to a Notice
        of
        Termination satisfying the requirements of Section 3(f) below (and, if
        applicable, Section 3(d) above), and for purposes of this Agreement, no such
        purported termination shall be effective.

      


      For
        purposes of this subsection (e), an isolated, immaterial, and inadvertent
        action
        not taken in bad faith by the Company in violation of clause (ii), (iii),
        (iv),
        (v) or (vii) of this subsection that is remedied by the Company promptly
        after
        receipt of notice thereof given by the Executive shall not be considered
        Good
        Reason for the Executive’s termination of employment with the Company. In the
        event the Executive terminates his employment for Good Reason hereunder,
        then
        notwithstanding that the Executive may also retire for purposes of the Benefit
        Plans, Incentive Plans or Securities Plans, the Executive shall be deemed
        to
        have terminated his employment for Good Reason for purposes of this
        Agreement.

      


      (f)
         Any
        termination of the Executive by the Company pursuant to Section 3(b), 3(c)
        or
        3(d) above, or by the Executive pursuant to Section 3(e) above, shall be
        communicated by a Notice of Termination to the other party hereof. For purposes
        of this Agreement, a “Notice of Termination” shall mean a written notice which
        shall indicate those specific termination provisions in this Agreement relied
        upon and which sets forth in reasonable detail the facts and circumstances
        claimed to provide a basis for termination of the Executive’s employment under
        the provision so indicated. For purposes of this Agreement, no such purported
        termination by the Company shall be effective without such Notice of
        Termination.

      


      (g)
         “Date
        of Termination” shall mean (i) if the Executive’s employment is terminated by
        the Company for Disability, 30 days after Notice of Termination is given
        to the
        Executive (provided that the Executive shall not have returned to the
        performance of the Executive’s duties on a full-time basis during such 30-day
        period), (ii) if the Executive’s employment is terminated by the Executive for
        Good Reason, the date specified in the Notice of Termination, and (iii) if
        the
        Executive’s employment is terminated by the Company for any other reason, the
        date on which a Notice of Termination is given; provided, however, that if
        within 30 days after any Notice of Termination is given to the Executive
        by the
        Company, the Executive notifies the Company that a dispute exists concerning
        the
        termination, the Date of Termination shall be the date the dispute is finally
        determined, whether by mutual written agreement of the parties or upon final
        judgment, order or decree of a court of competent jurisdiction (the time
        for
        appeal therefrom having expired and no appeal having been
        perfected).

       

             4.
         SEVERANCE
        COMPENSATION UPON TERMINATION OF EMPLOYMENT.

      


      (a)
         If
        pursuant to Section 3(a) above the Executive is entitled to the compensation
        provided in this Section 4, then the Company shall pay to the Executive in
        a
        lump sum cash payment within five days after the Date of Termination the
        following:

      


      (i)
         the
        Severance Amount as defined in Section 4(b) below; plus

      


      (ii)
         his
        earned but unpaid base salary through his Date of Termination; plus

      


      (iii)
         a
        quarterly incentive award for the current fiscal quarter prorated through
        the
        Date of Termination equal to the greater of (A) the quarterly incentive award
        (whether paid or payable in cash or in securities of the Company) awarded
        to the
        Executive with respect to the Company’s most recent fiscal quarter ending prior
        to the Date of Termination or (B) the average quarterly incentive award (whether
        paid or payable in cash or in securities of the Company) made to the Executive
        with respect to the Company’s most recent three fiscal years ending prior to the
        Date of Termination; plus

      


      (iv)
         interest
        on the amounts payable pursuant to clauses (i), (ii) and (iii) above calculated
        from the Date of Termination until paid at a rate equal to the prime rate
        as
        published in The Wall Street Journal on the Date of Termination plus three
        percentage points, compounded annually.

      


      (b)
         “Severance
        Amount” shall mean an amount equal to one times the Base Amount (as defined
        below) determined with respect to the Base Period (as defined below); provided,
        however, in no event shall the Severance Amount be less than two times the
        Executive’s annual rate of base salary at the higher of the annual rate in
        effect (i) immediately prior to the Date of Termination or (ii) on the date
        six
        months prior to the Date of Termination. For purposes of this subsection
        (b):

      


      (i)  “Base
        Amount” means the Executive’s average fiscal-year Compensation (as defined
        below) for fiscal years of the Company in the Base Period. Such average shall
        be
        computed by dividing the total of the Executive’s Compensation for the Base
        Period by the number of fiscal years in the Base Period. If the Executive’s Base
        Period includes a portion of a fiscal year during which he was not an
        employee of
        the Company (or a predecessor entity or a related entity, as such terms are
        defined in clause (iii) below), the Executive’s Compensation for such fiscal
        year shall be annualized before determining the average fiscal-year Compensation
        for the Base Period. In annualizing Compensation, the frequency with which
        payments are expected to be made over a fiscal year shall be taken into account;
        thus, any amount of Compensation that represents a payment that will not
        be made
        more often than once per fiscal year is not annualized. Set forth on Appendix
        A,
        which is attached hereto and made a part hereof, are three examples illustrating
        the calculation of the Base Amount.

      


      (ii)  “Base
        Period” means the most recent two consecutive fiscal years of the Company ending
        prior to the Date of Termination. However, if the Executive was not an employee
        of the Company (or a predecessor entity or a related entity, as such terms
        are
        defined in clause (iii) below) at any time during one of such two fiscal
        years,
        the Executive’s Base Period is the one fiscal year of such two-fiscal-year
        period during which the Executive performed personal services for the Company
        or
        a predecessor entity or a related entity.

      


      (iii)  “Compensation”
        means the compensation which was payable by the Company, by a predecessor
        entity, or by a related entity and which was includible in the gross income
        of
        the Executive (or either was excludible from such gross income as “foreign
        earned income” within the meaning of Section 911 of the Internal Revenue Code of
        1986, as amended (the “Code”), or would have been includible in such gross
        income if the Executive had been a United States citizen or resident), but
        excluding the following: (A) amounts realized from the exercise of a
        non-qualified stock option; and (B) amounts realized from the sale, exchange
        or
        other disposition of stock acquired under an incentive stock option described
        in
        Code Section 422 (b) or under an employee stock purchase plan described in
        code
        Section 423 (b). Notwithstanding the preceding sentence, Compensation shall
        be
        determined without regard to any compensation deferral election under any
        plan,
        program or arrangement, qualified or non-qualified, maintained or contributed
        to
        by the Company, a predecessor entity or a related entity, including but not
        limited to a cash-or-deferred arrangement described in Code Section 401(k),
        a
        cafeteria plan described in Code Section 125 or a non-qualified deferred
        compensation plan. A “predecessor entity” is any entity which, as a result of a
        merger, consolidation, purchase or acquisition of property or stock, corporate
        separation, or other similar business transaction transfers some or all of
        its
        employees to the Company or to a related entity or to a predecessor entity
        of
        the Company. The term “related entity” includes any entity treated as a single
        employer with the Company in accordance with subsections (b), (c), (m) and
        (o)
        of Code Section 414.

      


      (c)  If
        pursuant to Section 3(a) above the Executive is entitled to the compensation
        provided in this Section 4, then the Executive will be entitled to continued
        participation in all employee benefit plans or programs available to Company
        employees generally in which the Executive was participating on the Date
        of
        Termination, such continued participation to be at Company cost and otherwise
        on
        the same basis as Company employees generally, until the earlier of (i) the
        date, or dates, he receives equivalent coverage and benefits under the plans
        and
        programs of a subsequent employer (such coverages and benefits to be determined
        on a coverage-by-coverage or benefit-by-benefit basis) or (ii) two years
        from
        the Date of Termination; provided (A) if the Executive is precluded from
        continuing his participation in any employee benefit plan or program as provided
        in this sentence, he shall be paid, in a lump sum cash payment, within 30
        days
        following the date it is determined he is unable to participate in any employee
        benefit plan or program, the after-tax economic equivalent of the benefits
        provided under the plan or program in which he is unable to participate for
        the
        period specified in this sentence, and (B) the economic equivalent of any
        benefit foregone shall he deemed to be the lowest cost that would be incurred
        by
        the Executive in obtaining such benefit for himself (including family or
        dependent coverage, if applicable) on an individual basis. The Executive
        shall
        be eligible for group health plan continuation coverage under and in accordance
        with the Consolidated Omnibus Budget Reconciliation Act of 1965, as amended,
        when he ceases to be eligible for continued participation in the Company’s group
        health plan under this subsection (c).

      


      
        	5.  	
                NO
                  OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL
                  RIGHTS.

              


      

      


      (a)  The
        Executive shall not be required to mitigate damages or the amount of any
        payment
        provided for under this Agreement by seeking other employment or otherwise,
        nor
        shall the amount of any payment provided for under this Agreement be reduced
        by
        any compensation earned by the Executive as the result of employment by another
        employer after the Date of Termination or otherwise.

      


      (b)  The
        provisions of this Agreement, and any payment provided for hereunder, shall
        not
        reduce any amounts otherwise payable, or in any way diminish the Executive’s
        existing rights,
        or rights which would accrue solely as a result of the passage of time,
        under any
        Benefit Plan, Incentive Plan or Securities Plan, employment agreement or
        other
        contract, plan or agreement with or of the Company.

      


      
        	6.  	
                INCENTIVE
                  AWARDS.

              


      

      


      In
        the event of a Change in Control of the Company, then notwithstanding the
        terms
        and conditions of any Incentive Plan, the Company agrees (i) to immediately
        and
        fully vest all unvested awards, units, and benefits (other than options to
        acquire securities of the Company or awards of securities of the Company)
        which
        have been awarded or allocated to the Executive under the Incentive Plans;
        and
        (ii) upon the exercise of such awards or units or the distribution of such
        benefits, to pay all amounts due under the Incentive Plans
        solely in cash.

      


      
        	7.  	
                CERTAIN
                  ADDITIONAL PAYMENTS BY THE COMPANY.

              


      

      


      (a)  Anything
        in this Agreement to the contrary notwithstanding, in the event it shall
        be
        determined that any payment or distribution by the Company to or for the
        benefit
        of the Executive (whether paid or payable or distributed or distributable
        pursuant to the terms of this Agreement or otherwise, but determined without
        regard to any additional payments required under this Section 7) (a “Payment”)
        would be subject to the excise tax imposed by Section 4999 of the Code or
        any
        interest or penalties are incurred by the Executive with respect to such
        excise
        tax (such excise tax, together with any such interest and penalties, are
        hereinafter collectively referred to as the “Excise Tax”), then the Executive
        shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an
        amount such that after payment by the Executive of all taxes (including any
        interest or penalties imposed with respect to such taxes), including, without
        limitation, any income taxes (and any interest and penalties imposed with
        respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive
        retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
        upon
        the Payments.

      


      (b)  All
        determinations required to be made under this Section 7, including whether
        and
        when 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 the Accounting Firm which shall provide detailed supporting calculations
        both
        to the Company and the Executive within 15 business days after the receipt
        of
        notice from the Executive that there has been a Payment, or such
        earlier time
        as is requested by the Company. The determination of tax liability made by
        the
        Accounting Firm shall be subject to review by the Executive’s tax advisor, and,
        if the Executive’s tax advisor does not agree with
        the determination reached by the Accounting Firm, then the Accounting Firm
        and
        the Executive’s tax advisor shall jointly designate a nationally recognized
        public accounting firm which shall make the determination. All fees and expenses
        of the accountants and tax advisors retained by both the Executive and the
        Company shall be borne solely by the Company. Any Gross-Up Payment, as
        determined pursuant to this Section 7, shall be paid by the Company to the
        Executive within five days after the receipt of the determination. Any
        determination by such jointly designated public 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
        hereunder, it is possible that Gross-Up Payments will not have been made
        by the
        Company that should have been made (“Underpayment”), consistent with the
        calculations required to be made hereunder. In the event that the Executive
        hereafter is required to make a payment of any Excise Tax, any such underpayment
        shall be promptly paid by the Company to or for the benefit of the Executive.
        Upon notice by the Executive of any audit or other proceeding that may result
        in
        a liability to the Company hereunder, the Executive shall promptly notify
        the
        Company of such audit or other proceeding; and the Company may, at its option,
        but solely with respect to the item or items that relate to such potential
        liability, choose to assume the defense of such audit or other proceeding
        at its
        own cost, provided that (i) the Executive shall cooperate with the Company
        in
        such defense and (ii) the Company will not settle such audit or other proceeding
        without the consent of the Executive (such consent not to be unreasonably
        withheld). The highest effective marginal tax rate (determined by taking
        into
        account any reduction in itemized deductions and/or exemptions attributable
        to
        the inclusion of the additional amounts payable under this Section 7 in the
        Executive’s adjusted gross or taxable income) based upon the state and locality
        where the Executive is resident at the time of payment of such amounts will
        be
        used for purposes of determining the federal and state income and other taxes
        with respect thereto.

      


            
        8.  INDEMNIFICATION.

      


      (a)
         The
        Company agrees to indemnify the Executive to the fullest extent permitted
        by law
        if the Executive is a party or threatened to be made a party to any Proceeding
        (as defined below).

      


      (b)
         If
        requested by the Executive, the Company shall advance (within two business
        days
        of such request) any and all Expenses, as defined below, relating to a
        Proceeding to the Executive (an “Expense Advance”), upon the receipt of a
        written undertaking by or on behalf of the Executive to repay such Expense
        Advance if a judgment or other final adjudication adverse to the Executive
        (as
        to which all rights of appeal therefrom have been exhausted or lapsed)
        establishes that the Executive is not entitled to indemnification by the
        Company. Expenses shall include attorney’s fees and all other costs, charges and
        expenses paid or incurred in connection with investigating, defending, being
        a
        witness in or participating in (including on appeal), or preparing to defend,
        be
        a witness in or participate in any Proceeding.

      


      (c)
         The
        Company agrees to obtain a directors’ and officers’ liability insurance policy
        covering the Executive and to continue and maintain such policy. The amount
        of
        coverage shall be reasonable in relation to the Executive’s position and
        responsibilities during his employment by the Company.

      


      (d)
         This
        Section 8 is a supplement to and in furtherance of the Certificate of
        Incorporation and Bylaws of the Company and shall not be deemed a substitute
        therefor, or diminish or abrogate any rights of the Executive
        thereunder.

      


      (e)
         For
        purposes of Section 8(a), the meaning of the phrase “to the fullest extent
        permitted by law” shall include but not be limited to:

      


      (i)
         to
        the fullest extent permitted by the provision of the Delaware General
        Corporation Law (“DGCL”) that authorizes or contemplates additional
        indemnification by agreement, or the corresponding provision of any amendment
        to
        or replacement of the DGCL, and

      


      (ii)
         to
        the fullest extent authorized or permitted by any amendments to or replacements
        of the DGCL adopted after the date of this Agreement that increase the extent
        to
        which a corporation may indemnify its officers and directors.

      


      (f)
         For
        purposes of Sections 8(a) and 8(b), “Proceeding” shall mean any threatened,
        pending or completed action, suit, arbitration, alternate dispute resolution
        mechanism, investigation, inquiry, administrative hearing or any other actual,
        threatened or completed proceeding, whether brought in the right of the Company
        or otherwise and whether of a civil, criminal, administrative or investigative
        nature, in which the Executive was, is or will be involved as a party or
        otherwise by reason of the fact that the Executive is or was a director or
        officer of the Company, by reason of any action taken by him or of any action
        on
        his part while acting as director or officer of the Company, or by reason
        of the
        fact that he is or was serving at the request of the Company as a director,
        officer, employee or agent of another corporation, partnership, joint venture,
        trust or other enterprise, in each case whether or not serving in such capacity
        at the time any liability or expense is incurred for which indemnification,
        reimbursement, or advancement of expenses can be provided under this
        Agreement.

      


            
        9.  SUCCESSORS.

      


      (a)
         The
        Company will require any successor or assign (whether direct or indirect,
        by
        purchase, merger, consolidation or otherwise) to all or substantially all
        of the
        business and/or assets of the Company, by agreement in form and substance
        satisfactory to the Executive, expressly, absolutely and unconditionally
        to
        assume and agree to perform this Agreement in the same manner and to the
        same
        extent that the Company would be required to perform it if no such succession
        or
        assignment had taken place. Any failure of the Company to obtain such agreement
        prior to the effectiveness of any such succession or assignment shall be
        a
        material breach of this Agreement and shall entitle the Executive to terminate
        the Executive’s employment for Good Reason and receive the compensation provided
        for in Section 4 hereof. As used in this Agreement, “Company” shall mean the
        Company as hereinbefore defined and any successor or assign to its business
        and/or assets as aforesaid which executes and delivers the agreement provided
        for in this Section 9 or which otherwise becomes bound by all the terms and
        provisions of this Agreement by operation of law.

      


      (b)
         This
        Agreement shall inure to the benefit of and be enforceable by the Executive’s
        personal and legal representatives, executors, administrators, successors,
        heirs, distributees, devisees and legatees. If the Executive should die while
        any amounts are still payable to him hereunder, all such amounts, unless
        otherwise provided herein, shall he paid in accordance with the terms of
        this
        Agreement to the Executive’s devisee, legatee or other designee or, if there be
        no such designee, to the Executive’s estate.

      


           10.
         NOTICE.

      


      For
        purposes of this Agreement, notices and all other communications provided
        for in
        this Agreement shall be in writing and shall be deemed to have been duly
        given
        when delivered or mailed by United States registered mail, return receipt
        requested, postage prepaid, as follows:

      


      If
        to the Company:

      


      Transaction
        Systems Architects, Inc. 

      224
        South 108th Avenue

      Omaha,
        NE 68154 

      Attn:
        General Counsel

      


      If
        to the Executive:

      


      Gregory
        D. Derkacht

      Regency
        Lakeside Apartments

      10530
        Pacific St. Apt 303

      Omaha,
        NE 68144

      


       

      or
        to such other address as either party may have furnished to the other in
        writing
        in accordance herewith, except that notices of change of address shall be
        effective only
        upon receipt.

      


          
        11.  MISCELLANEOUS.

      


      No
        provisions of this Agreement may be modified, waived or discharged unless
        such
        waiver, modification or discharge is agreed to in writing signed by the
        Executive and the Company. No waiver by either party hereto at any time of
        any
        breach by the other party hereto of, or compliance with, any condition or
        provision of this Agreement to be performed by such other party shall be
        deemed
        a waiver of similar or dissimilar provisions or conditions at the same time
        or
        at any prior or subsequent time. No agreements or representations, oral or
        otherwise, express or implied, with respect to the subject matter hereof
        have
        been made by either party which are not set forth expressly in this Agreement
        or
        the Employment Agreement. This Agreement shall be governed by and construed
        in
        accordance with the laws of the State of Nebraska, without giving effect
        to any
        principles of conflicts of law.

       

          
        12.  CONFLICT
        IN BENEFITS.

      


      Except
        as otherwise provided in the preceding sentences or the Employment Agreement,
        this Agreement is not intended to and shall not limit or terminate any other
        agreement or arrangement between the Executive and the Company presently
        in
        effect or hereafter entered into.

      


          
        13.  VALIDITY.

      


      The
        invalidity or unenforceability of any provisions of this Agreement shall
        not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect.

      


          
        14.  SURVIVORSHIP.

      


      The
        respective rights and obligations of the parties hereunder shall survive
        any
        termination of this Agreement to the extent necessary to the intended
        preservation of such rights and obligations and to the extent that any
        performance is required following termination of this Agreement. Without
        limiting the foregoing, Sections 7, 8 and 15 shall expressly survive the
        termination of this Agreement.

      


          
        15.  LEGAL
        FEES AND EXPENSES.

      


      If
        a claim or dispute arises concerning the rights of the Executive under this
        Agreement, regardless of the party by whom such claim or dispute is initiated,
        the Company shall, upon presentation of appropriate vouchers, pay all legal
        expenses, including reasonable attorneys’ fees, court costs and ordinary and
        necessary out-of-pocket costs of attorneys, billed to and payable by the
        Executive or by anyone claiming under or through the Executive, in connection
        with the bringing, prosecuting, arbitrating, defending, litigating, negotiating,
        or settling such claim or dispute. In no event shall the Executive be required
        to reimburse the Company for any of the costs of expenses incurred by the
        Company relating to arbitration or litigation. Pending the outcome or resolution
        of any claim or dispute, the Company shall continue payment of all amounts
        due
        the Executive without regard to any dispute.

      


          
        16.  EFFECTIVE
        DATE.

      


      This
        Agreement shall become effective upon execution.

      


          
        17.  COUNTERPARTS.

      


      This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original but all of which together will constitute one and
        the
        same instrument.

      


          
        18.  NO
        GUARANTEE OF EMPLOYMENT.

      


      Neither
        this Agreement nor any action taken hereunder shall be construed as giving
        the
        Executive the right to be retained in employment with the Company, nor shall
        it
        interfere with either the Company’s right to terminate the employment of the
        Executive at any time or the Executive’s right to terminate his employment at
        any time.

      


          
        19.  NO
        ASSIGNMENT BY EXECUTIVE.

      


      Except
        as otherwise provided in Section 9(b), the Executive’s rights and interests
        under this Agreement shall not be assignable (in law or in equity) or subject
        to
        any manner of alienation, sale, transfer, claims of creditors, pledge,
        attachment, garnishment, levy, execution or encumbrances of any
        kind.

      


          
        20.  WAIVER.

      


      The
        Executive’s or the Company’s failure to insist upon strict compliance with any
        provision of this Agreement shall not he deemed a waiver of such provision
        or
        any other provision of this Agreement. Any waiver of any provision of this
        Agreement shall not be deemed to be a waiver of any other provision, and
        any
        waiver of default in any provision of this Agreement shall not be deemed
        to be a
        waiver of any later default thereof or of any other provision.

      


          
        21.  WITHHOLDING.

      


      All
        amounts paid pursuant to this Agreement shall be subject to withholding for
        taxes (federal, state,
        local or otherwise) to the extent required by applicable law.

      


          
        22.  HEADINGS.

      


      The
        headings of this Agreement have been inserted for convenience of reference
        only
        and are to be ignored in the construction of the provisions hereof.

      


          
        23.  NUMBERS
        AND GENDER.

      


      The
        use of the singular shall be interpreted to include the plural and the plural
        the singular, as the context requires. The use of the masculine, feminine
        or
        neuter shall be interpreted to include the masculine, feminine or neuter
        as the
        context shall require.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        first above written.

      


      


                  TRANSACTION
        SYSTEMS
        ARCHITECTS, INC.

      


      


                  By:
        ________________________________________  

                  Title:
        _______________________________________

       

      


                  EXECUTIVE:
        

       

                  ___________________________________________

                  Gregory
        D.
        Derkacht


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

      


      EXAMPLE
        1 - Executive was employed by the Company for 1-1/3 fiscal years preceding
        the
        fiscal year in which a Change in Control of the Company occurs. The Executive’s
        Compensation from the Company was $30,000 for the 4-month period and $120,000
        for the full fiscal year. The Executive’s Base Amount is $105,000.

      


      Year
        1:  3
        x $30,000 = $90,000 

      Year
        2:  $120,000

      [90,000
        + 120,000] DIVIDED BY 2 = $105,000

      


      $105,000
        is the average fiscal-year Compensation for the Base Period.

      


      EXAMPLE
        2 - Assume the same facts as in Example 1, except that the Executive also
        received a $70,000 sign-on bonus when his employment with the Company commenced
        at the beginning of the 4-month period. The Executive’s Base Amount is
        $140,000

      


      Year
        1:  [3
        X $30,000] + $70,000 = $160,000 

      Year
        2:  $120,000

      [160,000
        + 120,000] DIVIDED BY 2 = $140,000

      


      Since
        the sign-on bonus will not be paid more often than once per fiscal year,
        the
        amount of the bonus is not increased in annualizing the Executive’s Compensation
        for the 4-month period.

      


      EXAMPLE
        3 - Executive was employed by the Company for the last 4 months of the fiscal
        year preceding the fiscal year in which a Change in Control of the Company
        occurs. The Executive’s Compensation from the Company was $30,000 for the
        4-month period. The Executive’s Base Amount is $90,000.

      


      Year
        1:  3
        x $30,000 = $90,000 

      $90,000
        DIVIDED BY 1 = $90,000

      


      $90,000
        is the average fiscal-year Compensation for the Base Period.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      F

    


    GENERAL
      RELEASE

    


    This
      General Release of All Claims (this “Release”)
      is made and entered into as of __________, ____, by and between Transaction
      Systems Architects, Inc., a Delaware corporation (“Employer”),
      and Gregory D. Derkacht (“Employee”).
      As used in this Release, the term “Employer”
      will include Employer, and Employer’s predecessors, parents, subsidiaries,
      divisions, affiliates, officers, directors, managers, stockholders, members,
      employees, successors, assigns, representatives, agents, accountants, and
      counsel, unless the context clearly requires otherwise.

    


    In
      consideration of the promises set forth in this Release, and for other good
      and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, Employee and Employer agree as follows:

    


    1. Effectiveness
      of Release.
      This Release will be effective on the eighth (8th)
      day after it is executed by Employee, provided that Employee has not revoked
      Employee’s release as provided in Section
      5(c)
      below.

    


    2. Employment
      Agreement.
      Employee’s employment relationship with Employer is governed by the terms and
      conditions of that Fifth Amended and Restated Employment Agreement, dated as
      of
      December 21, 2005 (the “Agreement”),
      by and between Employer and Employee, which Agreement contemplates Employee
      entering into this Release as a condition to receiving certain compensation
      under the Agreement or Severance Compensation Agreement (as defined in the
      Agreement).

    


    3. Compensation.
      In consideration of the promises contained herein, Employer will pay to Employee
      the payments set forth in, and in accordance with the terms of, Section 4(c)(i),
      (ii) or (iii); 6(c) or 6(d) of the Agreement, as the case may be. Such
      compensation will be in full and complete satisfaction of Employer’s obligations
      under the applicable sections of the Agreement.

    


    4. Compensation
      and Benefits.
      Any additional compensation and benefits described by the Agreement will be
      provided to Employee in accordance with the terms of the Agreement.


    


    5. Release.

    


    (a) In
      accordance with Section
      7(c)
      of the Agreement, in consideration for the promises contained herein, Employee
      hereby releases and forever discharges Employer from any and all charges,
      complaints, liabilities, claims, promises, agreements, controversies, damages,
      causes of action, suits, or expenses of any kind or nature whatsoever, known
      or
      unknown, foreseen or unforeseen to the date upon which Employee executes this
      Release (collectively, “Claims”),
      including (but not limited to) claims arising in any way from Employee’s
      employment with Employer, Employee’s service as an officer and manager of
      Employer, Employee’s status as a stockholder of Employer, or Employee’s
      agreements to resign Employee’s employment and other positions as provided in
      the Agreement, including, without limitation, any and all alleged discrimination
      or acts of discrimination that occurred or may have occurred on or before the
      date upon which Employee executes this Release based upon race, color, sex,
      creed, national origin, age, disability, or any other violation of any equal
      employment opportunity law, ordinance, rule, regulation or order (including,
      but
      not limited to, Title VII of the Civil Rights Act of 1964, as amended
      (“Title
      VII”);
      the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967,
      as amended (“ADEA”)
      (as further described in Section
      5(c)
      below); the Americans with Disabilities Act (“ADA”);
      Claims under the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”);
      or any other federal, state, or local laws or regulations regarding employment
      discrimination or termination of employment) and any Claims for wrongful
      discharge, fraud, or misrepresentation under any statute, rule, regulation,
      or
      under the common law.

    


    (b) Employee
      expressly waives all rights to any and all termination, severance, and
      separation compensation and benefits except as may be provided in this Release
      and the Agreement.

    


    (c) Employee
      acknowledges that Employer encouraged Employee to consult with an attorney
      of
      Employee’s choosing prior to executing this Release, and through this Release
      encourages Employee to consult with Employee’s attorney with respect to possible
      Claims under the ADEA and that Employee understands that the ADEA is a federal
      statute that prohibits discrimination, on the basis of age, in employment,
      benefits, and benefit plans. Employee wishes to waive any and all Claims under
      the ADEA that Employee may have, as of the date upon which Employee executes
      this Release, against Employer, and hereby waives such Claims. Employee further
      understands that by signing this Release, Employee is in fact waiving, releasing
      and forever giving up any Claim under the ADEA that may have existed on or
      prior
      to the date upon which Employee executes this Release. Employee acknowledges
      that Employee is receiving consideration for Employee’s waiver of any and all
      Claims under the ADEA in addition to anything of value to which Employee is
      already entitled. Employee also acknowledges that he has been given a period
      of
      twenty-one (21) days to consider this Release, and, if executed prior to the
      expiration of such 21-day period, Employee does hereby knowingly and voluntarily
      waive all or part of said 21-day period. Employee also understands that Employee
      has seven (7) days following the date upon which Employee executes this Release
      within which to revoke the release contained in this Section 5(c)
      (the “Revocation
      Period”),
      by providing a written notice of Employee’s revocation of the release and waiver
      contained in this Section
      5(c)
      to Employer. The release of Claims under the ADEA contained in this Section
      5(c)
      does not become effective or enforceable until the Revocation Period has
      expired.

    


    (d) Notwithstanding
      the foregoing, Employee does not, and will not, release, discharge or waive
      any
      rights to indemnification that Employee may have under the Articles of
      Incorporation, Bylaws or similar constituent documents of Employer, the laws
      of
      the State of Delaware, any indemnification agreement between Employee and
      Employer or any insurance coverage maintained by or on behalf of Employer,
      nor
      will Employer take any action, directly or indirectly, to encumber or adversely
      affect Employee’s rights under any such indemnification arrangement. Further,
      the release contained in this Section 5
      will not affect any rights granted to Employee, or obligations of Employer,
      under the terms of this Release, except to the extent such rights have
      previously been satisfied or are satisfied pursuant to this Release, under
      the
      terms of the Agreement.

    


    (e) Nothing
      contained in this Release will be deemed or construed as an admission of
      wrongdoing or liability on the part of Employee.

    


    6. Miscellaneous
      Provisions.

    


    (a) Binding
      on Successors; Assignment.
      This Release will be binding upon and inure to the benefit of Employer and
      Employee and each of their respective successors, assigns, personal and legal
      representatives, executors, administrators, heirs, distributees, devisees,
      and
      legatees, as applicable; provided,
      however,
      that neither this Release nor any rights or obligations hereunder will be
      assignable or otherwise subject to hypothecation by Employee (except by will
      or
      by operation of the laws of intestate succession) or by Employer, except that
      Employer may assign this Release to any successor (whether by merger, purchase,
      or otherwise) to all or substantially all of the stock, assets, or businesses
      of
      Employer, if such successor expressly agrees to assume the obligations of
      Employer hereunder.

    


    (b) Governing
      Law.
      This Release will be governed, construed, interpreted, and enforced in
      accordance with the substantive laws of the State of Nebraska, without regard
      to
      conflicts of law principles.

    


    (c) Severability.
      Whenever possible, each provision of this Release shall 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 invalid, illegal, or unenforceable in any respect
      under any applicable law or rule in any jurisdiction, such invalidity,
      illegality, or unenforceability shall not affect any other provision or any
      other jurisdiction, but this Release shall be reformed, construed and enforced
      in such jurisdiction as if such invalid, illegal, or unenforceable provision
      had
      never been contained herein.

    


    (d) Notices.
      All communications and notices provided for in this Release will be given in
      accordance with Section
      19
      of the Agreement.

    


    (e) Counterparts.
      This Release may be executed in several counterparts, each of which will be
      deemed to be an original, but all of which together will constitute one and
      the
      same Release. Facsimile signatures to this Release shall have the same legal
      effect as manual signatures.

    


    (f) Entire
      Agreement.
      The terms of this Release and the Agreement are intended by the parties to
      be
      the final expression of their agreement with respect to the matters addressed
      herein and therein and may not be contradicted by evidence of any prior or
      contemporaneous agreement. The parties further intend that this Release and
      the
      Agreement will constitute the complete and exclusive statement of their terms
      and that no extrinsic evidence whatsoever may be introduced in any judicial,
      administrative, or other legal proceeding to vary the terms of this Release
      or
      the Agreement.

    


    (g) Amendments;
      Waivers.
      This Release may not be modified, amended, or terminated except by an instrument
      in writing, signed by Employee and Employer. Failure on the part of either
      party
      to complain of any action or omission, breach, or default on the part of the
      other party, no matter how long the same may continue, will never be deemed
      to
      be a waiver of any rights or remedies hereunder, at law or in equity. Employee
      or Employer may waive compliance by the other party with any provision of this
      Release that such other party was or is obligated to comply with or perform
      only
      through an executed writing; provided,
      however,
      that such waiver will not operate as a waiver of, or estoppel with respect
      to,
      any other or subsequent failure.

    


    (h) No
      Inconsistent Actions; Enforcement.
      The Employer and Employee will not voluntarily undertake or fail to undertake
      any action or course of action that is inconsistent with the provisions or
      essential intent of this Release. Furthermore, it is the intent of the parties
      hereto to act in a fair and reasonable manner with respect to the interpretation
      and application of the provisions of this Release. Employee acknowledges and
      agrees that the remedy at law available to Employer for breach of any of
      Employee’s obligations under Section 5
      would be inadequate and that damages flowing from such a breach may not readily
      be susceptible to being measured in monetary terms. 

    


    (i) Headings
      and Section References.
      The headings used in this Release are intended for convenience of reference
      only
      and will not in any manner amplify, limit, modify, or otherwise be used in
      the
      construction or interpretation of any provision of this Release. All section
      references are to sections of this Release, unless otherwise noted.

    


    (j) Authority.
      The Employer represents and warrants that it and its signatory hereto are duly
      authorized and empowered to execute and enter into this Release without any
      further action or approval.

    


    EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS RELEASE INCLUDES A COMPLETE AND
      PERMANENT RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. EMPLOYEE ACKNOWLEDGES THAT
      EMPLOYEE HAS READ THIS RELEASE AND THAT EMPLOYEE FULLY KNOWS, UNDERSTANDS,
      AND
      APPRECIATES ITS CONTENTS, AND THAT EMPLOYEE HEREBY EXECUTES THE SAME AND MAKES
      THIS RELEASE AND THE AGREEMENTS PROVIDED


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FOR
      HEREIN VOLUNTARILY AND OF EMPLOYEE’S OWN FREE WILL.

    


    IN
      WITNESS WHEREOF,
      the parties have executed and delivered this Release as of the date first set
      forth above.

    


    EMPLOYER       EMPLOYEE 

    


    


    By:________________________________   ______________________________

    Gregory
      D. Derkacht

    Name:_____________________________   

    
Title:_______________________________