**Exhibit10.2**

CARREKER CORPORATION

SENIOR EXECUTIVE

AMENDEDAND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated EmploymentAgreement (the “Agreement”) is dated as of October       ,2006, between Carreker Corporation, a Delaware corporation with its principalexecutive offices at 4055 Valley View Lane, Suite 1000, Dallas, Texas 75244(the “Company”), and Lisa Peterson (the “Executive”) who resides at 772Lexington Avenue, Coppell, Texas 75019

W I T N E S S E T H:

WHEREAS, the Executive and theCompany desire to define the terms of the employment of the Executive with theCompany;

NOW, THEREFORE, for and inconsideration of the premises and the mutual covenants contained herein, andfor other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, and subject to the terms and conditions hereinafter setforth, the parties hereto agree as follows:

1.                                       DEFINITIONS.

In addition to the words and terms elsewheredefined in this Agreement, the following words and terms as used herein shallhave the following meanings, unless the context or use indicates a differentmeaning:

“Cause” means (a) any act by the Executivethat is materially adverse to the best interests of the Company and which, ifthe subject of a criminal proceeding, could result in a criminal conviction fora felony or (b) the failure by the Executive to substantially perform herduties hereunder, which duties are within the control of the Executive (otherthan the failure resulting from the Executive’s incapacity due to physical ormental illness), provided, however, that the Executive shall not be deemed tobe terminated for Cause under this subsection (b) unless and until (1) afterthe Executive receives written notice from the Company specifying with reasonableparticularity the actions of Executive which constitute a violation of thissubsection (b) and (2) within a period of 30 days after receipt of such notice(and during which the violation is within the control of the Executive), Executivefails to reasonably and prospectively cure such violation.

“GoodReason” means the occurrence of a Triggering Event (as defined below) and (A)without her prior concurrence, theCompany materially diminishes the Executive’sduties, assigns to the Executive duties inconsistent with his/her designatedposition, or reduces the Executive’s Base Salary or Targeted Bonus (as definedbelow) to an amount less than previously determined or established by theChairman or Board of Directors,(B) the Company’s or any subsidiary’s requiring the Executive to performservices at any location outside the Dallas, Texas metropolitan area, otherthan reasonable business travel consistent with Executive’s current travelrequirements, or (C) any change inany employee benefit plans or

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arrangementsin effect on the date hereof in which the Executive participates (includingwithout limitation any pension and retirement plan, savings and profit sharingplan, stock ownership or purchase plan, stock option plan, or life, medical ordisability insurance plan), which would adversely affect the Executive’s rightsor benefits thereunder, unless such change occurs pursuant to a programapplicable to all executive officers of the Company and does not result in aproportionately greater reduction in the rights of or benefits to the Executiveas compared to any other executive officer of the Company.

“Triggering Date” means the dateof a Triggering Event.

“TriggeringEvent” means an event of a nature that would be required to be reported by theCompany in response to Item 6(d) of Schedule 14A of Regulation 14A promulgatedunder the Exchange Act; provided that, without limitation, such an event shallbe deemed to have occurred if (a) any person or group (as such terms areused in Section 13(d) and 14(d) of the Exchange Act) is or becomes thebeneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of the Company representing more than 50% of thecombined voting power of the Company’s then outstanding securities, or (b)there are serving as directors a majority of persons who were elected asmembers of the Board of Directors and were not nominated by management or theBoard of Directors of the Company to serve on the Board of Directors of theCompany, or (c) the Company is merged or consolidated with anothercorporation and as a result of such merger or consolidation less than 51% ofthe outstanding voting securities of the surviving or resulting corporation areowned in the aggregate by the former shareholders of the Company, excluding forpurposes of such calculation shares of the voting securities of the Companyowned by a party to such merger or consolidation or affiliates (within themeaning of the Exchange Act) of such party, as the same existed immediately priorto such merger or consolidation, or (d) a liquidation or dissolution of theCompany, or (e) a sale of substantially all of the assets of the Company.

2.                                       EMPLOYMENT.

The Company hereby employs the Executive and the Executivehereby accepts employment on the terms and conditions set forth herein.

3.                                       TERM.

The term of this Agreementshall commence on the date of execution hereof and may be terminated only inaccordance with the provisions of Section 9 of this Agreement.

4.                                       SALARY.

(a)                                  For all services rendered by the Executive underthis Agreement, the Company shall pay the Executive a base salary asestablished each fiscal year by the Board of Directors (“Base Salary”), which Base Salary shall atno time be less than the amount in effect at the date of this Agreement, payable in accordance with the Company’scustomary payroll practices.

(b)                                 The Executive shall be entitled to participate inany employee bonus plan or arrangement made available by the Board of Directorsin the future to its executive officers, subject to and on a basis consistentwith the terms, conditions and overall administration of such plan orarrangement, in a maximum potential amount as established by Executive’s offerletter or other written communication (“Targeted Bonus”)

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(c)                                  The Executive shall be entitled to participate inor receive benefits under any employee benefit plan or arrangement(collectively referred to as “Benefits”) made available by the Company in thefuture to its executive officers and key management personnel, subject to andon a basis consistent with the terms, conditions and overall administration ofsuch plan or arrangement.  Nothing paidto the Executive under any plan or arrangement presently in effect or madeavailable in the future shall be deemed to be in lieu of the salary payable tothe Executive pursuant to Subsection 4(a) and 4(b).

5.                                       POSITION.

TheExecutive shall be engaged in an executive capacity as a senior officer of theCompany.  The Executive will serve on theexecutive/management committee of the Company that sets policy and strategyfor, and directs and manages the implementation and execution of, the businessof, the Company and its affiliates. Theprecise services of the Executive may be extended or curtailed from time totime at the direction of the Board of Directors of the Company provided that the Executive’sauthority, duties and responsibilities shall be at least commensurate in allmaterial respects with those provided for herein and exercised by Executive atthe date of this Agreement.

6.                                       DUTIES.

During the EmploymentPeriod, and excluding any periods of vacation and sick leave to which theExecutive is entitled, the Executive agrees to devote reasonable attention andtime during normal business hours to the business and affairs of the Companyand, to the extent necessary to discharge the responsibilities assigned to theExecutive hereunder, to use the Executive’s reasonable best efforts to performfaithfully and efficiently such responsibilities.  During the Employment Period it shall not bea violation of this Agreement for the Executive to (A) serve on corporate (withthe approval of the Chairman and Board of Directors), civic or charitableboards or committees, and (B) manage personal investments, so long as suchactivities do not significantly interfere with the performance of the Executive’sresponsibilities as an employee of the Company in accordance with thisAgreement or create a conflict of interest.

7.                                       DISABILITY.

If the Executive is unable toperform his services by reason of illness or incapacity for a continuous periodin excess of six months, unless otherwise required by the provisions ofSections 10 or 24 of this Agreement, compensation otherwise payableby the Company shall cease and any future payments to the Executive shall besubject to the terms and provisions of long-term disability insurance coverage,if any, maintained by the Company. Notwithstanding anything herein to the contrary, the Board of Directorsof the Company may terminate the Executive’s employment with the Company underthis Agreement at any time after the Executive shall be absent from hisemployment, for whatever reason, for a continuous period of more than sixmonths, and, except for any obligations of the Company under Sections 10,24, and 27 of this Agreement, all other obligations of the Companyhereunder shall cease upon such termination.

8.                                       COMPENSATION AFTER DEATH.

If theExecutive dies during the term of his/her employment, the Company shall pay tosuch person as the Executive shall designate in a notice filed with theCompany, or, if no such person shall be designated, to his/her estate as a lumpsum death benefit, all earned and unpaid base salary, prorated bonuses (if any)for that portion of the year of his/her death during which he worked, other bonuses(if any) accrued and payable, and accrued benefits, all as of the date ofhis/her death, in 

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additionto any payments the Executive’s spouse, beneficiaries, or estate may beentitled to receive pursuant to any pension or employee benefit plan or lifeinsurance policy which may be maintained by the Company, and such paymentsshall fully discharge the Company’s obligations hereunder.

9.                                       TERMINATION.

9.1                                 Termination Prior to the Triggering Date.

(a)                                  Upon 60 days’ prior written notice to the Executiveand prior to the Triggering Date, the Company may terminate the Executive’semployment with the Company under this Agreement with or without Cause.

(b)                                 Prior to the Triggering Date, the Executive mayterminate her employment with the Company under this Agreement by giving 60days’ prior written notice of her desire to the Board of Directors of theCompany.  The Executive will continue toreceive her Base Salary and Benefits through the date of termination with noliability on the part of the Company for further payments to the Executiveunless Executive terminates her employment pursuant to Section 9.1(c)(ii), atwhich time Sections 9.1(c) and (d) shall apply.

(c)                                  In the event that (I) the Company terminates the Executive’semployment for any reason other than for Cause and at a time when Executive isnot eligible to receive benefits under the Company’s Long Term Disability Plan;or (ii) the Executive terminates her employment as a result of any of thefollowing reasons: (A) without the Executive’s consent the Company materiallydiminishes the scope of the Executive’s duties, assigns to the Executive dutiesmaterially inconsistent with his designated position, or reduces the Executive’sBase Salary or Targeted Bonus to an amount less than previously determined orestablished by the Board of Directors,(B) the Company’s requires the Executive to performservices at any location outside the Dallas, Texas metropolitan area, otherthan reasonable business travel or (C) theCompany breaches any of its material obligations under this Agreement and suchbreach is not cured within 30 days after written notice thereof by the Executive;then the Company shall pay the Executive severance payments in an amount equalto the sum of the (x) Executive’s annual Base Salary (“Annual Base Salary”),and (y) an amount equal to the maximum Targeted Bonus that could have been payable toExecutive (not to exceed fifty percent (50%) for the fiscal year during whichnotice of such termination occurs (“Bonus”) (provided, however, that if the basis for Executive’s termination is thereduction in her Base Salary, the severance pay shall be based on the BaseSalary in effect prior to such reduction). The severance payments shall be made in installments over a period of 12months.  Notwithstanding the foregoing,if the Executive terminates her employment pursuant to clause (ii) above, sheshall be entitled to the severance payments provided for in this paragraph onlyif she gives written notice to the Company of her termination of employment within30 days after the occurrence of the event or events specified in clause (ii) onwhich she bases his termination and such notice specifies such event or events.

(d)                                 The severance payments provided for in thisSection 9.1 shall be in lieu of all severance payments or benefits to which theExecutive might otherwise be entitled under Company severance policies fromtime to time in effect, except for (i) accrued and unpaid Base Salary to thedate of termination, and (ii) any bonus or other compensation due with respectto periods completed as of the date of termination.  Nothing contained in the foregoing shall beconstrued so as to affect the Executive’s rights or the Company’s obligationsrelating to agreements or benefits that are unrelated to termination ofemployment.

(e)                                  In the event that the Company terminates the Executive’semployment for Cause, 

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the Company will have no liability on its part for further paymentsafter the termination date to the Executive.

(f)                                    In voting upon such termination described in Subsections9.1(a), if the Executive is also a member of the Board of Directors of theCompany, then she may not vote on such termination, and the total number ofmembers of the Board of Directors will be reduced by one for purposes of votingon such termination.

9.2                                 Termination After the Triggering Date.

(a)                                  On or after the Triggering Date and irrespectiveof whether or not the Executive has given notice of termination of employmentpursuant to Section 9.2(c), the Company may terminate the Executive’semployment with the Company under this Agreement only for Cause and, subject tothe provisions of Sections 24 and 27 hereof, with no liability on its part forfurther payments to the Executive.

(b)                                 On or after the Triggering Date and irrespectiveof whether or not the Executive has given notice of termination of employmentpursuant to Section 9.2(c), if the Executive’s employment with the Company isterminated without Cause or if Executive terminates her employment with theCompany for Good Reason, the Executive will continue to accrue and receive herbase salary and Benefits through the date of termination and will be entitledto receive the benefits provided for under Section 10 hereof.

(c)                                  On or after the Triggering Date, the Executivemay, in her sole and absolute discretion and without any prior approval by theBoard of Directors of the Company, and upon 60 days prior written notice to theCompany, terminate her employment with the Company under this Agreement for anyreason whatsoever.  If the Executive’semployment with the Company under this Agreement is terminated pursuant to thisSubsection 9.2(c) and subject in all respects to the provisions of Section9.2(a) and (b), the Executive will continue to accrue and receive her basesalary and Benefits through the date of termination and will be entitled toreceive the benefits provided for under Section 10 hereof.  No termination of the Executive’s employmentwith the Company pursuant to Subsections 9.2(b) or (c) shall in any wayterminate the Company’s obligations under Sections 24 and 27 of thisAgreement.

10.                                 COMPENSATION AFTER CERTAIN TERMINATIONS.

If the Executive’s employment with the Company isterminated (whether such termination is by the Executive or by the Company) atany time on or within two years after the Triggering Date for any reason otherthan (a) termination by the Company for Cause, (b) the Executivehaving reached the age of 65, or (c) the Executive’s death, then, withinfive days after the date of such termination, the Company shall pay the Executivea lump sum amount in cash equal to one and one-half (1.5) times the sum of the (x)Executive’s Annual Base Salary and (y) Bonus.

11.                                 TRANSFER OF ASSETS TO IRREVOCABLE TRUST.

On the Triggering Date or as soon thereafter asthe Company knows of the occurrence of a Triggering Event, the Company shalltransfer cash to an irrevocable trust in an amount no less than the totalamount which would be payable to the Executive pursuant to Section 10 of thisAgreement as if the Executive’s employment terminated on the Triggering Date.

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12.                                 MITIGATION.

The Executive shall not berequired to mitigate the amount of any payment provided for in this Agreementby seeking other employment or otherwise, nor shall the amount of any paymentprovided for in this Agreement be reduced by any compensation earned by the Executiveas the result of employment by another employer after the date of terminationof Executive’s employment with the Company, or otherwise.

13.                                 NON-COMPETE ANDCONFIDENTIAL INFORMATION. 

13.1  Covenant Not toCompete. 

(i)Compliance with the provisions of this Section 13 is an express condition ofthe Executive’s right to receive payments, vesting, and benefits hereunder. TheExecutive acknowledges and recognizes the confidential information and recordsprovided by the Company, the benefits provided hereunder, and the professionaltraining and experience he will receive from and the contacts he will beprovided by the Company, as well as the highly competitive nature of theCompany’s business, and in consideration of all of the above, agrees thatduring the period beginning on the effective date of the Executive’stermination of employment with the Company (the “Date of Termination”) andending twelve (12) months thereafter (the “Covered Time”), the Executive willnot directly or indirectly, individually or as an employee, partner, officer,director, or stockholder (other than as the holder of less than 2% of theoutstanding stock of a publicly-traded corporation) (a) solicit from or performfor any client of the Company any services which are directly competitive withany of the services which the Company performs or solicits or (b) sell, licenseor lease any products or services to any client of the Company which aredirectly competitive with any products or services which the Company sells,licenses, or leases.  The Company willfurnish to Executive, promptly after termination, a list of clients as if thedate of Executive’s termination for purposes of establishing the definition of “clientof the Company” under this Section 13.1

(ii) TheExecutive agrees that during the term of this Agreement (including anyextensions thereof) and for the twenty-four (24) months thereafter, he shallnot (i) directly or indirectly solicit or attempt to solicit any of theemployees, agents, consultants, or representatives of the Company or affiliatesof the Company to leave any of such entities; or (ii) directly or indirectlysolicit or attempt to solicit any of the employees, agents, consultants orrepresentatives of the Company or affiliates of the Company to becomeemployees, agents, representatives or consultants of any other person orentity.

(iii)  The Executive understands that the provisionsof Sections 13(a)(i) and (ii) may limit his ability to earn a livelihood in abusiness similar to the business of the Company but nevertheless agrees andhereby acknowledges that the restrictions and limitations thereof arereasonable in scope, area, and duration, are reasonably necessary to protectthe goodwill and business interests of the Company, and that the considerationprovided under this Agreement is sufficient to justify the restrictionscontained in such provisions. Accordingly, in consideration thereof and inlight of the Executive’s education, skills and abilities, the Executive agreesthat he will not assert that, and it should not be considered that, suchprovisions are either unreasonable in scope, area, or duration, or will preventhim from earning a living, or otherwise are void, voidable, or unenforceable orshould be voided or held unenforceable.

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13.2          Enforcement. 

(i)  The parties hereto agree and acknowledge thatthe covenants and agreements contained herein are reasonable in scope, area,and duration and necessary to protect the reasonable competitive businessinterests of the Company, including, without limitation, the value of theproprietary information and goodwill of the Company.

(ii)  The Executive agrees that the covenants andundertakings contained in Section 13 of this Agreement relate to matters whichare of a special, unique and extraordinary character and that the Companycannot be reasonably or adequately compensated in damages in an action at lawin the event the Executive breaches any of these covenants or undertakings.Therefore, the Executive agrees that the Company shall be entitled, as a matterof course, without the need to prove irreparable injury, to an injunction,restraining order or other equitable relief from any court of competentjurisdiction, restraining any violation or threatened violation of any of suchterms by the Executive and such other persons as the court shall order. TheExecutive agrees to pay costs and legal fees incurred by the Company inobtaining such injunction, if and when any injunction becomes final and unappealable.

(iii)  Rights andremedies provided for in this Section 13(b) are cumulative and shall be inaddition to rights and remedies otherwise available to the parties under anyother agreement or applicable law.

(iv)  In the eventthat any provision of this Agreement shall to any extent be held invalid,unreasonable or unenforceable in any circumstances, the parties hereto agreethat the remainder of this Agreement and the application of such provision ofthis Agreement to other circumstances shall be valid and enforceable to thefullest extent permitted by law. If any provision of this Agreement, or anypart thereof, is held to be unenforceable because of the scope or duration ofor the area covered by such provision, the parties hereto agree that the courtor arbitrator making such determination shall reduce the scope, duration and/orarea of such provision (and shall substitute appropriate provisions for anysuch unenforceable provisions) in order to make such provision enforceable tothe fullest extent permitted by law, and/or shall delete specific words andphrases, and such modified provision shall then be enforceable and shall beenforced. The parties hereto recognize that if, in any judicial proceeding, acourt shall refuse to enforce any of the separate covenants contained in thisAgreement, then that unenforceable covenant contained in this Agreement shallbe deemed eliminated from these provisions to the extent necessary to permitthe remaining separate covenants to be enforced. In the event that any court orarbitrator determines that the time period or the area, or both, areunreasonable and that any of the covenants is to that extent unenforceable, theparties hereto agree that such covenants will apply in the greatestgeographical area that would not render them unenforceable.

(v)  In the event ofthe Executive’s breach of this Section 13 and entry of a final and unappealablejudgment enforcing the covenant, in addition to all other rights the Companymay have hereunder or in law or in equity, all payments and benefits hereundershall cease; all options, stock, and other securities granted by the Company,including stock obtained through prior exercise of options, within the 12 monthperiod prior to Executive’s termination shall be immediately forfeited (whetheror not vested), and the original purchase price, if any, shall be returned tothe Executive; and all profits received through exercise of options or sale ofstock and all previous

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payments and benefits made or provided hereunder within the 12month period prior to Executive’s termination shall be promptly returned andrepaid to the Company.

13.3                           Confidential Information. The Executive shall holdin a fiduciary capacity for the benefit of the Company all secret orconfidential information, knowledge or data relating to the Company or any ofits affiliated companies, and their respective businesses, which shall havebeen obtained by the Executive during the Executive’s employment by the Companyor any of its affiliated companies and which shall not be or become publicknowledge (other than by acts by the Executive or representatives of theExecutive in violation of this Agreement). After termination of the Executive’semployment with the Company, the Executive shall not, without the prior writtenconsent of the Company or as may otherwise be required by law or legal process,communicate or divulge any such information, knowledge or data to anyone otherthan the Company and those designated by it. In no event shall an assertedviolation of the provisions of this Section 13.3 constitute a basis fordeferring or withholding any amounts otherwise payable to the Executive underthis Agreement.

14.                                 ENTIRE AGREEMENT.

This Agreement, embodies the entire agreement andunderstanding between the parties hereto with respect to the subject matterhereof and supersedes all prior negotiations, agreements, and understandingsrelating to such subject matter, and may be modified or amended only by aninstrument in writing signed by the parties hereto.

15.                                 LAW TO GOVERN.

This Agreement is executed and delivered in theState of Texas and shall be governed, construed, and enforced in accordancewith the laws of the State of Texas.

16.                                 ASSIGNMENT.

This Agreement is personal to theparties, and neither this Agreement nor any interest herein may be assigned(other than by will or by the laws of descent and distribution) without theprior written consent of the parties hereto nor be subject to alienation,anticipation, sale, pledge, encumbrance, execution, levy, or other legalprocess of any kind against the Executive or any of her beneficiaries or anyother person.  Notwithstanding theforegoing, but subject to satisfaction of the Company’s obligation to fund theirrevocable trust as provided in Section 11, the Company shall be permitted toassign this Agreement to any corporation or other business entity succeeding tosubstantially all of the business and assets of the Company by merger,consolidation, sale of assets, or otherwise, but only if by written agreementthe Company’s successor assumes in full all of the Company’s obligations underthis Agreement.  From and afterassignment of this Agreement by the Company in accordance with the foregoingprovisions, a Triggering Event shall be deemed to have occurred.  Failure by the Company to obtain suchassumption prior to the effectiveness of such succession shall be a breach ofthis Agreement and shall entitle the Executive to immediately receivecompensation under this Agreement from the Company and from the Company’ssuccessor in the same aggregate amount and on the same terms as he would beentitled to hereunder if he had voluntarily terminated his employment with theCompany for Good Reason after the Triggering Date, and, for purposes ofimplementing the foregoing, the date on which any such succession becomeseffective shall be deemed the Triggering Date.

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17.                                 BINDING AGREEMENT.

Subject to the provisions ofSection 16 of this Agreement, this Agreement shall be binding upon andshall inure to the benefit of the Company and the Executive and theirrespective representatives, successors, and assigns.

18.                                 REFERENCES AND GENDER.

All references to “Sections” and “Subsections”contained herein are, unless specifically indicated otherwise, references tosections and subsections of this Agreement. Whenever herein the singular number is used, the same shall include theplural where appropriate, and words of any gender shall include each othergender where appropriate.

19.                                 WAIVER.

No waiver of any right under this Agreement shallbe deemed effective unless the same is set forth in writing and signed by theparty giving such waiver, and no waiver of any right shall be deemed to be awaiver of any such right in the future.

20                                    NOTICES.

Except as may be otherwise specifically providedin this Agreement, all notices required or permitted hereunder shall be inwriting and will be deemed to be delivered when deposited in the United Statesmail, postage prepaid, registered or certified mail, return receipt requested,addressed to the parties at the respective addresses set forth herein, or atsuch other addresses as may have theretofore been specified by written noticedelivered in accordance herewith.

21.                                 OTHER INSTRUMENTS.

The parties hereto covenant and agree that theywill execute such other and further instruments and documents as are or maybecome necessary or convenient to effectuate and carry out the terms of thisAgreement.

22.                                 HEADINGS.

The headings used in this Agreement are used forreference purposes only and do not constitute substantive matter to beconsidered in construing the terms of this Agreement.

23.                                 INVALID PROVISION.

Any clause, sentence, provision, section,subsection, or paragraph of this Agreement held by a court of competentjurisdiction to be invalid, illegal, or ineffective shall not impair,invalidate, or nullify the remainder of this Agreement, but the effect thereofshall be confined to the clause, sentence, provision, section, subsection, orparagraph so held to be invalid, illegal, or ineffective.

24.                                 RIGHTS UNDER PLANS AND PROGRAMS.

Anything in this Agreement to the contrarynotwithstanding, no provision of this Agreement is intended, nor shall it beconstrued, to reduce or in any way restrict any benefit to which the Executivemay be entitled under any agreement, plan, arrangement, or program providingbenefits for the Executive.

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25.                                 MULTIPLE COPIES.

This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original and all of which shalltogether constitute one and the same instrument.  The terms of this Agreement shall becomebinding upon each party from and after the time that he or it executed a copyhereof.  In like manner, from and afterthe time that any party executes a consent or other document, such consent orother document shall be binding upon such parties.

26.                                 WITHHOLDING OF TAXES.

The Company may withhold from any amounts payableunder this Agreement all federal, state, city, or other taxes as shall berequired pursuant to any law or government regulation or ruling.

27.                                 LEGAL FEES AND EXPENSES.

The Company shall pay and be responsible for alllegal fees and expenses which the Executive may incur as a result of theCompany’s failure to perform under this Agreement or as a result of the Companyor any successor contesting the validity or enforceability of this Agreement.

28.                                 SET OFF OR COUNTERCLAIM.

Except with respect to any claim against or debtor other obligation of the Executive properly recorded on the books and recordsof the Company prior to the Triggering Date, there shall be no right of set offor counterclaim against, or delay in, any payment by the Company to the Executiveor her beneficiaries provided for in this Agreement in respect of any claimagainst or debt or other obligation of the Executive, whether arising hereunderor otherwise.

IN WITNESS WHEREOF, the partieshave executed this Agreement on the day and year first above written.
|   |        | CARREKER  CORPORATION        |
|--------|--------|------------------------------|
|   |   |
|   |   |
|   | By:    |                         |   |
|   |   | J. D. Carreker               |   |
|   |   | Chairman of the  Board       |   |
|   |   | and Chief Executive  Officer |   |
|   |   |                         |   |
|   |   |                         |   |
|   |   |                         |   |
|   |   | Lisa Peterson                |   |

 

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