Exhibit 10.8






                      FAIR, ISAAC AND COMPANY, INCORPORATED

                          1992 LONG-TERM INCENTIVE PLAN

               As amended and restated effective November 16, 2001




                                       -1-

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE            1.    INTRODUCTION.....................................   5

ARTICLE            2.    ADMINISTRATION...................................   5

                 2.1       Committee Composition..........................   5
                 2.2       Committee Responsibilities.....................   5

ARTICLE            3.    SHARES AVAILABLE FOR GRANTS......................   6

                 3.1       Basic Limitation...............................   6
                 3.2       Additional Shares..............................   6
                 3.3       Dividend Equivalents...........................   6
                 3.4       Outside Director Option Limitations............   6

ARTICLE            4.    ELIGIBILITY......................................   6

                 4.1       General Rules..................................   6
                 4.2       Outside Directors..............................   6
                 4.3       Ten-Percent Stockholders.......................   7
                 4.4       Limitation on Option Grants....................   8

ARTICLE            5.    OPTIONS..........................................   8

                 5.1       Stock Option Agreement.........................   8
                 5.2       Awards Nontransferable.........................   8
                 5.3       Number of Shares...............................   8
                 5.4       Exercise Price.................................   8
                 5.5       Exercisability and Term........................   8
                 5.6       Effect of Change in Control....................   8
                 5.7       Modification or Assumption of Options..........   9

ARTICLE            6.    PAYMENT FOR OPTION SHARES........................   9

                 6.1       General Rule...................................   9
                 6.2       Surrender of Stock.............................   9
                 6.3       Exercise/Sale..................................   9
                 6.4       Exercise/Pledge................................   9
                 6.5       Promissory Note................................   9
                 6.6       Other Forms of Payment.........................   9

                                      -2-
<PAGE>


ARTICLE            7.    STOCK APPRECIATION RIGHTS........................  10

                 7.1       Grant of SARs..................................  10
                 7.2       Exercise of SARs...............................  10

ARTICLE            8.    RESTRICTED SHARES AND STOCK UNITS................  10

                 8.1       Time, Amount and Form of Awards................  10
                 8.2       Payment for Awards.............................  10
                 8.3       Vesting Conditions.............................  10
                 8.4       Form and Time of Settlement of Stock Units.....  11
                 8.5       Death of Recipient.............................  11
                 8.6       Creditors' Rights..............................  11

ARTICLE            9.    VOTING AND DIVIDEND RIGHTS.......................  11

                 9.1       Restricted Shares..............................  11
                 9.2       Stock Units....................................  11

ARTICLE           10.    PROTECTION AGAINST DILUTION......................  12

                10.1       Adjustments....................................  12
                10.2       Reorganizations................................  12

ARTICLE           11.    LONG-TERM PERFORMANCE AWARDS.....................  12

ARTICLE           12.    LIMITATION ON RIGHTS.............................  12

                12.1       Retention Rights...............................  12
                12.2       Stockholders' Rights...........................  12
                12.3       Regulatory Requirements........................  13

ARTICLE           13.    LIMITATION ON PAYMENTS...........................  13

                13.1       Basic Rule.....................................  13
                13.2       Reduction of Payments..........................  13
                13.3       Overpayments and Underpayments.................  13
                13.4       Related Corporations...........................  14

                                      -3-
<PAGE>



ARTICLE           14.    WITHHOLDING TAXES................................  14

                14.1       General........................................  14
                14.2       Share Withholding..............................  14


ARTICLE           15.    ASSIGNMENT OR TRANSFER OF AWARDS.................  14

ARTICLE           16.    FUTURE OF PLAN...................................  15

                16.1       Term of the Plan...............................  15
                16.2       Amendment or Termination.......................  15

ARTICLE           17.    DEFINITIONS......................................  15

ARTICLE           18.    EXECUTION........................................  18

                                      -4-

<PAGE>




       FAIR, ISAAC AND COMPANY, INCORPORATED 1992 LONG-TERM INCENTIVE PLAN
               AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 16, 2001





ARTICLE 1.     INTRODUCTION.

The Plan was adopted by the Board on November 23,  1992,  subject to approval by
the  Company's  stockholders.  The Plan was amended and restated by the Board on
November 21, 1995,  on November 25, 1997,  on November 19, 1999, on November 21,
2000 and on November 16, 2001 subject to approval by the Company's stockholders.
The Plan was also amended by the Board on December 23, 1996.  All share  amounts
in this  restatement  have been adjusted to reflect the 100% stock dividend paid
by the  Company on June 26, 1995 and 50% stock  dividend  paid by the Company on
June 4, 2001. The purpose of the Plan is to promote the long-term success of the
Company and the creation of stockholder  value by (a)  encouraging Key Employees
to focus on critical long-range  objectives,  (b) encouraging the attraction and
retention of Key Employees with exceptional  qualifications  and (c) linking Key
Employees  directly to stockholder  interests through increased stock ownership.
The Plan seeks to achieve this  purpose by  providing  for Awards in the form of
Restricted Shares,  Stock Units,  Options (which may constitute  incentive stock
options or nonstatutory stock options) or stock appreciation rights.

The Plan shall be governed by, and construed in accordance with, the laws of the
State of California.

ARTICLE 2.     ADMINISTRATION.


               2.1 Committee Composition.  The Plan shall be administered by the
Committee.  The  Committee  shall  consist of two or more Outside  Directors who
shall be appointed by the Board (although  Committee  functions may be delegated
by the  Committee to an officer or officers to the extent that the Awards relate
to persons who are not subject to the  reporting  requirements  of Section 16 of
the Exchange Act)."

               2.2 Committee  Responsibilities.  The Committee  shall (a) unless
delegated to an officer or officers in accordance  with Section 2.1,  select the
Key Employees  who are to receive  Awards under the Plan and determine the type,
number,  vesting requirements and other conditions of such Awards, (b) interpret
the Plan and (c) make all other decisions relating to the operation of the Plan.
The  Committee may adopt such rules or  guidelines  as it deems  appropriate  to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons."

                                      -5-

<PAGE>


ARTICLE 3.     SHARES AVAILABLE FOR GRANTS.

              3.1 Basic  Limitation.  Any Common Shares  issued  pursuant to the
Plan may be authorized  but unissued  shares or treasury  shares.  The aggregate
number of  Restricted  Shares,  Stock Units and Options  awarded  under the Plan
shall not exceed 2,100,000 plus the number of Common Shares remaining  available
for awards under the Company's  1987 Stock Option Plan and Stock Option Plan for
Non-employee  Directors  (the  "Prior  Plans")  at the time  this  Plan is first
approved by the  stockholders.  (No  additional  grants  shall be made under the
Prior Plans after this Plan has been  approved by the  stockholders.)  Effective
October 1, 1997,  and on each October 1 thereafter for the remaining term of the
Plan,  the  aggregate  number  of Shares  which may be issued  under the Plan to
individuals  shall be increased by a number of Common  Shares equal to 4 percent
of the total number of Common Shares outstanding at the end of the most recently
concluded  fiscal year. Any Common Shares that have been reserved but not issued
as Restricted Shares, Stock Units or Options during any fiscal year shall remain
available  for grant  during any  subsequent  fiscal year.  Notwithstanding  the
foregoing, no more than 2,250,000 Common Shares shall be available for the grant
of ISOs for the  remaining  term of the  Plan.  The  aggregate  number of Common
Shares  which may be  issued  under the Plan  shall at all times be  subject  to
adjustment pursuant to Article 10.

               3.2  Additional  Shares.  If  any  Stock  Units  or  Options  are
forfeited  or if any  Options  terminate  for  any  other  reason  before  being
exercised,  then such Stock Units or Options  shall again become  available  for
Awards  under the Plan.  If any options  under the Prior Plans are  forfeited or
terminate for any other reason before being  exercised,  then such options shall
become available for additional Awards under this Plan.  However, if Options are
surrendered  upon the exercise of related  SARs,  then such Options shall not be
restored to the pool available for Awards.

               3.3 Dividend  Equivalents.  Any dividend equivalents  distributed
under the Plan shall not be applied  against  the number of  Restricted  Shares,
Stock  Units or Options  available  for  Awards,  whether  or not such  dividend
equivalents are converted into Stock Units.

              3.4  Outside  Director  Option  Limitations.  Notwithstanding  the
limitations set forth in Section 3.1 above,  effective  February 1, 2000,  there
shall be an additional  225,000 aggregate number of Options available for awards
under the Plan to Outside Directors as further described in Section 4.2 below.

ARTICLE 4.     ELIGIBILITY.

              4.1  General  Rules.  Only Key  Employees  shall be  eligible  for
designation  as  Participants  by the  Committee.  Key Employees who are Outside
Directors  shall only be eligible for the grant of the NSOs described in Section
4.2.

              4.2  Outside   Directors.   Any  other   provision   of  the  Plan
notwithstanding,  the  participation  of Outside  Directors in the Plan shall be
subject to the following restrictions:

                    (a) Outside Directors shall receive no Awards other than the
               NSOs described in this Section 4.2.

                    (b)(i) Each person who first becomes an Outside  Director on
               or  after  the  date of the  Company's  2000  annual  meeting  of
               stockholders shall, upon becoming an Outside Director, receive an
               NSO covering  30,000 Common Shares  (subject to adjustment  under
               Article 10),  hereinafter referred to as an "Initial Grant". Such
               Initial  Grant shall become  exercisable  in  increments of 6,000
               shares  (subject to  adjustment  under Article 10) on each of the
               first through fifth anniversaries of the date of grant.

                                      -6-
<PAGE>

                              (ii) Each  Outside  Director  who was acting as an
                     Outside Director prior to the Company's 2000 annual meeting
                     of  stockholders  shall be entitled to receive an NSO grant
                     of Common Shares in an amount sufficient to increase his or
                     her Initial Grant to 30,000  Common Shares  effective as of
                     the date of such annual meeting.

                              (iii)  On the  date  of  each  annual  meeting  of
                     stockholders  of the  Company  held on or after  January 1,
                     2000,  each  Outside  Director  who  has  been  an  Outside
                     Director  at least  since the prior  annual  meeting  shall
                     receive an NSO  covering  7,500 Common  Shares  (subject to
                     adjustment under Article 10), hereinafter referred to as an
                     "Annual  Grant." Such Annual Grants shall be exercisable in
                     full on the date of grant.

                              (iv)  On  the  date  of  each  annual  meeting  of
                     stockholders  of the  Company  held on or after  January 1,
                     2000, each Outside Director who chairs a standing committee
                     at the direction of the Chairman of the Board shall receive
                     an NSO covering an additional  1,500 Common Shares (subject
                     to Adjustment under Article 10) hereinafter  referred to as
                     a  "Committee   Grant".   Such  Committee  Grant  shall  be
                     exercisable in full on the date of grant.

                    (c) All NSOs  granted  to an  Outside  Director  under  this
               Section 4.2 shall also become exercisable in full in the event of
               the  termination  of  such  Outside  Director's  service  for any
               reason.

                    (d) The Exercise  Price under all NSOs granted to an Outside
               Director  under  this  Section  4.2 shall be equal to 100% of the
               Fair Market Value of a Common Share on the date of grant, payable
               in one of the forms described in Sections 6.1, 6.2, 6.3 and 6.4.

                    (e) All Initial Grants granted to an Outside  Director under
               this Section 4.2 shall  terminate on the earliest of (i) the 10th
               anniversary  of the date of  grant,  (ii) the date  three  months
               after the termination of such Outside  Director's service for any
               reason  other than  death or total and  permanent  disability  or
               (iii) the date 12 months  after the  termination  of such Outside
               Director's  service  because  of  death or  total  and  permanent
               disability."

               4.3 Ten-Percent  Stockholders.  A Key Employee who owns more than
10% of the total combined  voting power of all classes of  outstanding  stock of
the Company or any of its Subsidiaries shall not be eligible for the grant of an
ISO  unless the  requirements  set forth in  section  422(c)(6)  of the Code are
satisfied.

               4.4 Limitation on Option Grants.  No person shall receive Options
for more than 75,000 Common Shares  (subject to adjustment  under Article 10) in
any single fiscal year of the Company.

ARTICLE 5.     OPTIONS.

               5.1 Stock  Option  Agreement.  Each grant of an Option  under the
Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Company.  Such Option shall be subject to all  applicable  terms of the Plan and
may be subject to any other terms that are not  inconsistent  with the Plan. The
Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The
provisions  of the various Stock Option  Agreements  entered into under the Plan
need not be identical.

               5.2 Awards Nontransferable.  Except as provided in Article 15(b),
no Option  granted under the Plan shall be  transferable  by the Optionee  other
than  by  will,  by a

                                      -7-
<PAGE>

beneficiary designation executed by the Optionee and delivered to the Company or
by the laws of descent and  distribution.  An Option may be exercised during the
lifetime of the  Optionee  only by him or her or by his or her guardian or legal
representative.  No Option or  interest  therein may be  transferred,  assigned,
pledged or hypothecated  by the Optionee during his or her lifetime,  whether by
operation of law or otherwise,  or be made subject to  execution,  attachment or
similar process.

               5.3 Number of Shares.  Each Stock Option  Agreement shall specify
the number of Shares  subject to the Option and shall provide for the adjustment
of such number in accordance with Article 10.

               5.4 Exercise Price. Each Stock Option Agreement shall specify the
Exercise  Price.  The  Exercise  Price  shall  not be less than 100% of the Fair
Market Value of a Common Share on the date of grant.

               5.5  Exercisability  and Term. Each Stock Option  Agreement shall
specify  the  date  when  all or any  installment  of the  Option  is to  become
exercisable.  The Stock  Option  Agreement  shall also  specify  the term of the
Option;  provided that the term of an ISO shall in no event exceed 10 years from
the  date of  grant.  A Stock  Option  Agreement  may  provide  for  accelerated
exercisability in the event of the Optionee's death, disability or retirement or
other events and may provide for expiration  prior to the end of its term in the
event of the termination of the Optionee's service.  NSOs may also be awarded in
combination with Restricted Shares or Stock Units, and such an Award may provide
that the NSOs will not be exercisable  unless the related  Restricted  Shares or
Stock Units are forfeited.

               5.6 Effect of Change in Control. The Committee may determine,  at
the time of  granting  an Option or  thereafter,  that such Option (and any SARs
included therein) shall become fully exercisable as to all Common Shares subject
to such Option in the event that a Change in Control  occurs with respect to the
Company.  If the Committee  finds that there is a reasonable  possibility  that,
within the succeeding six months, a Change in Control will occur with respect to
the  Company,  then the  Committee  may  determine  that any or all  outstanding
Options (and any SARs included therein) shall become fully exercisable as to all
Common Shares subject to such Options.

               5.7 Modification or Assumption of Options. Within the limitations
of the Plan, the Committee may modify,  extend or assume outstanding  options or
may accept the  cancellation  of  outstanding  options  (whether  granted by the
Company or by another  issuer)  in return for the grant of new  options  for the
same or a  different  number of shares and at the same or a  different  exercise
price.  The  foregoing  notwithstanding,  no  modification  of an Option  shall,
without  the  consent  of the  Optionee,  alter or impair  his or her  rights or
obligations under such Option.

ARTICLE 6.     PAYMENT FOR OPTION SHARES.

               6.1 General  Rule.  The entire  Exercise  Price of Common  Shares
issued upon  exercise of Options  shall be payable in cash at the time when such
Common Shares are purchased, except as follows:

                    (a) In the case of an ISO  granted  under the Plan,  payment
               shall be made only  pursuant  to the  express  provisions  of the
               applicable Stock Option Agreement. The Stock Option Agreement may
               specify that payment may be made in any form(s) described in this
               Article 6.

                    (b) In the  case of an NSO,  the  Committee  may at any time
               accept payment in any form(s) described in this Article 6.

                                      -8-
<PAGE>

               6.2  Surrender  of Stock.  To the extent that this Section 6.2 is
applicable,  payment for all or any part of the Exercise  Price may be made with
Common Shares which have already been owned by the Optionee for more than twelve
months.  Such Common  Shares  shall be valued at their Fair Market  Value on the
date when the new Common Shares are purchased under the Plan.

               6.3  Exercise/Sale.  To  the  extent  that  this  Section  6.3 is
applicable,  payment may be made by the  delivery (on a form  prescribed  by the
Company)  of an  irrevocable  direction  to a  securities  broker or other party
approved by the Company to sell Common  Shares and to deliver all or part of the
sales  proceeds to the Company in payment of all or part of the  Exercise  Price
and any withholding taxes.

               6.4  Exercise/Pledge.  To the  extent  that this  Section  6.4 is
applicable,  payment may be made by the  delivery (on a form  prescribed  by the
Company) of an  irrevocable  direction to pledge  Common  Shares to a securities
broker or lender approved by the Company, as security for a loan, and to deliver
all or part of the loan proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

               6.5  Promissory  Note.  To the extent  that this  Section  6.5 is
applicable, payment for all or any part of the Exercise Price may be made with a
full-recourse  promissory  note;  provided  that the par  value of newly  issued
Common  Shares  must be paid in lawful  money of the U.S.  at the time when such
Common Shares are purchased.

               6.6 Other Forms of Payment.  To the extent that this  Section 6.6
is  applicable,  payment may be made in any other form that is  consistent  with
applicable laws, regulations and rules.

ARTICLE 7.      STOCK APPRECIATION RIGHTS.

               7.1 Grant of SARs. At the discretion of the Committee, an SAR may
be included in each Option  granted under the Plan,  other than the NSOs granted
to Outside  Directors under Section 4.2. Such SAR shall entitle the Optionee (or
any person  having the right to exercise  the Option  after his or her death) to
surrender  to the Company,  unexercised,  all or any part of that portion of the
Option which then is  exercisable  and to receive from the Company Common Shares
or cash,  or a combination  of Common  Shares and cash,  as the Committee  shall
determine. If an SAR is exercised, the number of Common Shares remaining subject
to the related Option shall be reduced  accordingly,  and vice versa. The amount
of cash and/or the Fair Market Value of Common Shares  received upon exercise of
an SAR shall, in the aggregate,  be equal to the amount by which the Fair Market
value (on the date of surrender) of the Common Shares subject to the surrendered
portion of the Option exceeds the Exercise  Price.  In no event shall any SAR be
exercised if such Fair Market Value does not exceed the Exercise  Price.  An SAR
may be  included  in an ISO only at the time of grant but may be  included in an
NSO at the time of grant  or at any  subsequent  time,  but not  later  than six
months before the expiration of such NSO.

               7.2 Exercise of SARs.  An SAR may be exercised to the extent that
the Option in which it is included is exercisable,  subject to the  restrictions
imposed by Rule 16b-3 (or its successor)  under the Exchange Act, if applicable.
If, on the date when an Option expires,  the Exercise Price under such Option is
less than the Fair Market  Value on such date but any portion of such Option has
not been  exercised or  surrendered,  then any SAR included in such Option shall
automatically  be deemed to be  exercised  as of such date with  respect to such
portion.  An  Option  granted  under  the  Plan  may  provide  that  it  will be
exercisable as an SAR only in the event of a Change in Control.



ARTICLE 8.     RESTRICTED SHARES AND STOCK UNITS.

                                      -9-
<PAGE>


               8.1 Time,  Amount and Form of Awards.  Restricted Shares or Stock
Units with respect to an Award Year may be granted  during such Award Year or at
any  time  thereafter.  Awards  under  the Plan  may be  granted  in the form of
Restricted  Shares,  in the form of Stock Units,  or in any combination of both.
Restricted  Shares or Stock Units may also be awarded in combination  with NSOs,
and such an Award may provide that the Restricted  Shares or Stock Units will be
forfeited in the event that the related NSOs are exercised.

               8.2 Payment for Awards. To the extent that an Award is granted in
the form of  newly  issued  Restricted  Shares,  the  Award  recipient  shall be
required to pay the Company in lawful  money of the U.S. an amount  equal to the
par value of such Restricted  Shares.  To the extent that an Award is granted in
the form of Stock  Units or  treasury  shares,  no cash  consideration  shall be
required of Award recipients.

               8.3 Vesting Conditions.  Each Award of Restricted Shares or Stock
Units shall become vested, in full or in installments,  upon satisfaction of the
conditions  specified in the Stock Award Agreement.  A Stock Award Agreement may
provide  for  accelerated  vesting  in the  event  of the  Participant's  death,
disability or retirement or other events.  The Committee may  determine,  at the
time of making an Award or thereafter, that such Award shall become fully vested
in the event that a Change in Control occurs with respect to the Company.

               8.4 Form and Time of  Settlement  of Stock Units.  Settlement  of
vested  Stock  Units  may be made in the  form of cash,  in the  form of  Common
Shares,  or in any combination of both.  Methods of converting  Stock Units into
cash may include (without  limitation) a method based on the average Fair Market
Value of Common Shares over a series of trading days.  Vested Stock Units may be
settled in a lump sum or in installments. The distribution may occur or commence
when all vesting conditions applicable to the Stock Units have been satisfied or
have lapsed,  or it may be deferred to any later date.  The amount of a deferred
distribution may be increased by an interest factor or by dividend  equivalents.
Until an Award of Stock Units is  settled,  the number of such Stock Units shall
be subject to adjustment pursuant to Article 10.

               8.5  Death of  Recipient.  Any Stock  Units  Award  that  becomes
payable after the  recipient's  death shall be  distributed  to the  recipient's
beneficiary  or  beneficiaries.  Each recipient of a Stock Units Award under the
Plan shall  designate one or more  beneficiaries  for this purpose by filing the
prescribed  form with the Company.  A beneficiary  designation may be changed by
filing  the  prescribed  form  with the  Company  at any time  before  the Award
recipient's  death.  If no  beneficiary  was  designated  or  if  no  designated
beneficiary  survives  the Award  recipient,  then any Stock  Units  Award  that
becomes  payable  after  the  recipient's  death  shall  be  distributed  to the
recipient's estate.

               8.6  Creditors'  Rights.  A holder of Stock  Units  shall have no
rights  other than  those of a general  creditor  of the  Company.  Stock  Units
represent an unfunded and unsecured  obligation  of the Company,  subject to the
terms and conditions of the applicable Stock Award Agreement.

ARTICLE 9.     VOTING AND DIVIDEND RIGHTS.

               9.1 Restricted  Shares.  The holders of Restricted Shares awarded
under the Plan  shall have the same  voting,  dividend  and other  rights as the
Company's other stockholders. A Stock Award Agreement, however, may require that
the  holders  of  Restricted  Shares  invest  any  cash  dividends  received  in
additional Restricted Shares. Such additional Restricted Shares shall be subject
to the same  conditions and  restrictions as the Award with respect to which the
dividends  were paid.  Such  additional  Restricted  Shares shall not reduce the
number of Common Shares available under Article 3.

                                      -10-
<PAGE>

               9.2 Stock Units.  The holders of Stock Units shall have no voting
rights. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan
shall carry with it a right to dividend  equivalents.  Such right  entitles  the
holder to be credited  with an amount  equal to all cash  dividends  paid on one
Common Share while the Stock Unit is  outstanding.  Dividend  equivalents may be
converted into additional Stock Units. Settlement of dividend equivalents may be
made in the form of cash, in the form of Common  Shares,  or in a combination of
both. Prior to distribution,  any dividend  equivalents which are not paid shall
be subject to the same  conditions and  restrictions as the Stock Units to which
they attach.



                                      -11-
<PAGE>


ARTICLE 10.    PROTECTION AGAINST DILUTION.

               10.1   Adjustments.   In  the  event  of  a  subdivision  of  the
outstanding Common Shares, a declaration of a dividend payable in Common Shares,
a  declaration  of a dividend  payable in a form other than Common  Shares in an
amount that has a material  effect on the price of Common Shares,  a combination
or  consolidation  of the  outstanding  Common  Shares (by  reclassification  or
otherwise) into a lesser number of Common Shares, a recapitalization,  a spinoff
or a similar occurrence, the Committee shall make appropriate adjustments in one
or more of (a)  the  number  of  Options,  Restricted  Shares  and  Stock  Units
available  for  future  Awards  under  Article  3, (b) the  number of NSOs to be
granted to Outside  Directors  under  Section 4.2, (c) the number of Stock Units
included in any prior Award  which has not yet been  settled,  (d) the number of
Common Shares covered by each outstanding Option or (e) the Exercise Price under
each  outstanding  Option.  Except as provided in this Article 10, a Participant
shall have no rights by reason of any issue by the Company of stock of any class
or  securities   convertible  into  stock  of  any  class,  any  subdivision  or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class.

               10.2 Reorganizations. In the event that the Company is a party to
a merger or other  reorganization,  outstanding  Options,  Restricted Shares and
Stock Units shall be subject to the agreement of merger or reorganization.  Such
agreement may provide,  without  limitation,  for the  assumption of outstanding
Awards by the surviving corporation or its parent, for their continuation by the
Company (if the Company is a surviving corporation),  for accelerated vesting or
for settlement in cash.

ARTICLE 11.    LONG-TERM PERFORMANCE AWARDS.

The  Company  may  grant  long-term  performance  awards  under  other  plans or
programs.  Such awards may be settled in the form of Common  Shares issued under
this Plan.  Such Common Shares shall be treated for all purposes  under the Plan
like Common  Shares  issued in  settlement  of Stock Units and shall  reduce the
number of Common Shares available under Article 3.

ARTICLE 12.    LIMITATION ON RIGHTS.

               12.1  Retention  Rights.  Neither the Plan nor any award  granted
under  the Plan  shall be  deemed  to give any  individual  a right to remain an
employee  or  director  of the  Company or a  Subsidiary.  The  Company  and its
Subsidiaries  reserve  the right to  terminate  the  service of any  employee or
director at any time,  with or without  cause,  subject to applicable  laws, the
Company's  certificate  of  incorporation  and by-laws and a written  employment
agreement (if any).

               12.2  Stockholders'  Rights. A Participant shall have no dividend
rights,  voting  rights or other  rights as a  stockholder  with  respect to any
Common  Shares  covered  by his or her Award  prior to the  issuance  of a stock
certificate  for  such  Common  Shares.  No  adjustment  shall  be made for cash
dividends  or other  rights for which the record  date is prior to the date when
such  certificate is issued,  except as expressly  provided in Articles 8, 9 and
10.

               12.3  Regulatory  Requirements.  Any other  provision of the Plan
notwithstanding,  the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable  laws,  rules and  regulations  and such
approval by any  regulatory  body as may be required.  The Company  reserves the
right to restrict,  in whole or in part, the delivery of Common Shares  pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration,  qualification or listing
or to an exemption from registration, qualification or listing.

                                      -12-
<PAGE>

ARTICLE 13.    LIMITATION ON PAYMENTS.

               13.1  Basic  Rule.  Any  provision  of the  Plan to the  contrary
notwithstanding,  in the  event  that the  independent  auditors  most  recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company to or for the benefit of a Key Employee, whether paid or payable (or
transferred or transferable)  pursuant to the terms of this Plan or otherwise (a
"Payment"),  would be  non-deductible  by the  Company  for  federal  income tax
purposes because of the provisions  concerning  "excess  parachute  payments" in
section 280G of the Code, then the aggregate present value of all Payments shall
be  reduced  (but not  below  zero) to the  Reduced  Amount;  provided  that the
Committee,  at the  time of  making  an  Award  under  this  Plan or at any time
thereafter,  may specify in writing  that such Award shall not be so reduced and
shall not be subject to this  Article 13. For  purposes of this  Article 13, the
"Reduced  Amount"  shall be the  amount,  expressed  as a present  value,  which
maximizes  the  aggregate  present  value of the  Payments  without  causing any
Payment to be nondeductible by the Company because of section 280G of the Code.

               13.2  Reduction of Payments.  If the Auditors  determine that any
Payment  would be  nondeductible  by the Company  because of section 280G of the
Code,  then the Company  shall  promptly  give the Key  Employee  notice to that
effect and a copy of the detailed calculation thereof and of the Reduced Amount,
and the Key Employee may then elect,  in his or her sole  discretion,  which and
how much of the Payments  shall be  eliminated or reduced (as long as after such
election the aggregate  present value of the Payments equals the Reduced Amount)
and shall advise the Company in writing of his or her election within 10 days of
receipt of notice.  If no such election is made by the Key Employee  within such
10-day  period,  then the Company  may elect which and how much of the  Payments
shall be  eliminated  or reduced (as long as after such  election the  aggregate
present  value of the Payments  equals the Reduced  Amount) and shall notify the
Key Employee promptly of such election. For purposes of this Article 13, present
value shall be determined in accordance with section 280G(d)(4) of the Code. All
determinations  made by the Auditors under this Article 13 shall be binding upon
the  Company and the Key  Employee  and shall be made within 60 days of the date
when a payment  becomes  payable or  transferable.  As promptly  as  practicable
following such determination and the elections hereunder,  the Company shall pay
or transfer to or for the benefit of the Key  Employee  such amounts as are then
due to him or her under the Plan and shall  promptly  pay or  transfer to or for
the benefit of the Key  Employee in the future such amounts as become due to him
or her under the Plan.

               13.3 Overpayments and  Underpayments.  As a result of uncertainty
in the  application  of  section  280G  of the  Code at the  time of an  initial
determination by the Auditors hereunder,  it is possible that Payments will have
been made by the Company which should not have been made (an  "Overpayment")  or
that additional Payments which will not have been made by the Company could have
been made (an  "Underpayment"),  consistent in each case with the calculation of
the Reduced  Amount  hereunder.  In the event that the Auditors,  based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Key Employee which the Auditors  believe has a high  probability of success,
determine that an Overpayment has been made, such  Overpayment  shall be treated
for all  purposes as a loan to the Key  Employee  which he or she shall repay to
the Company,  together with interest at the applicable  federal rate provided in
section  7872(f)(2)  of the Code;  provided,  however,  that no amount  shall be
payable  by the Key  Employee  to the  Company  if and to the  extent  that such
payment  would not reduce the amount which is subject to taxation  under section
4999 of the Code. In the event that the Auditors  determine that an Underpayment
has occurred,  such  Underpayment  shall  promptly be paid or transferred by the
Company to or for the benefit of the Key Employee, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the Code.

               13.4 Related  Corporations.  For purposes of this Article 13, the
term "Company" shall include affiliated corporations to the extent determined by
the Auditors in accordance with section 280G(d)(5) of the Code.

                                      -13-
<PAGE>

ARTICLE 14.    WITHHOLDING TAXES.

               14.1  General.  To the extent  required  by  applicable  federal,
state,  local or foreign law, the recipient of any payment or distribution under
the  Plan  shall  make   arrangements   satisfactory  to  the  Company  for  the
satisfaction  of any  withholding  tax  obligations  that arise by reason of the
receipt or vesting of such  payment or  distribution.  The Company  shall not be
required  to issue any  Common  Shares or make any cash  payment  under the Plan
until such obligations are satisfied.

               14.2 Share Withholding. The Committee may permit a Participant to
satisfy  all or part of his or her  withholding  or income  tax  obligations  by
having the Company  withhold a portion of any Common Shares that otherwise would
be issued to him or her or by  surrendering  a portion of any Common Shares that
previously  were  issued to him or her.  Such Common  Shares  shall be valued at
their Fair Market  Value on the date when taxes  otherwise  would be withheld in
cash.  Any  payment of taxes by  assigning  Common  Shares to the Company may be
subject to  restrictions,  including any  restrictions  required by rules of the
Securities and Exchange Commission.

ARTICLE 15.    ASSIGNMENT OR TRANSFER OF AWARDS.

               (i) Except as provided in Article 14, any Award granted under the
Plan  shall  not  be  anticipated,   assigned,  attached,  garnished,  optioned,
transferred  or made subject to any  creditor's  process,  whether  voluntarily,
involuntarily  or by  operation  of law. Any act in violation of this Article 15
shall be void.  However,  this Article 15 shall not preclude a Participant  from
designating a beneficiary who will receive any undistributed Awards in the event
of the  Participant's  death, nor shall it preclude a transfer by will or by the
laws of descent and distribution.  In addition,  neither this Article 15 nor any
other  provision of the Plan shall preclude a Participant  from  transferring or
assigning Restricted Shares or Stock Units to (a) the trustee of a trust that is
revocable  by such  Participant  alone,  both at the  time  of the  transfer  or
assignment and at all times thereafter prior to such Participant's death, or (b)
the  trustee  of any  other  trust to the  extent  approved  in  advance  by the
Committee in writing.  A transfer or assignment  of  Restricted  Shares or Stock
Units  from such  trustee to any person  other  than such  Participant  shall be
permitted  only to the extent  approved in advance by the  Committee in writing,
and  Restricted  Shares or Stock Units held by such trustee  shall be subject to
all of the  conditions  and  restrictions  set  forth  in  the  Plan  and in the
applicable  Stock  Award  Agreement,  as if such  trustee  were a party  to such
Agreement.

               (ii)  Notwithstanding  paragraph  (i)  above,  an NSO or  portion
thereof  may be  transferred  by the  Optionee  by gift  to (a)  the  Optionee's
immediate  family,  (b) a partnership  consisting  solely of the Optionee and/or
immediate  family, or (c) to a trust established for the benefit of the Optionee
and/or one or more members of the immediate family of the Optionee  (including a
charitable  remainder  trust whose income  beneficiaries  consist solely of such
persons), provided that such transfer will not be effective until notice of such
transfer is delivered to the  Corporation.  For purposes of this  paragraph (ii)
"immediate  family"  means  spouse,  children  and  grandchildren.  An Option or
portion thereof may also be transferred  pursuant to a domestic  relations order
of a court of competent jurisdiction.

ARTICLE 16.    FUTURE OF THE PLAN.

               16.1 Term of the  Plan.  The Plan,  as set  forth  herein,  shall
become  effective  upon approval by the  Stockholders  of the Company.  The Plan
shall remain in effect until it is terminated under Section 16.2, except that no
ISOs shall be granted after November 24, 2007.

               16.2 Amendment or Termination. The Board may, at any time and for
any reason,  amend or terminate the Plan,  except that the provisions of Section
4.2  relating to Outside  Directors  shall not be amended  more than once in any
six-month  period.  An

                                      -14-
<PAGE>

amendment  of the  Plan  shall  be  subject  to the  approval  of the  Company's
stockholders  only to the extent  required by applicable  laws,  regulations  or
rules. No Awards shall be granted under the Plan after the termination  thereof.
The  termination  of the Plan,  or any amendment  thereof,  shall not affect any
Option previously granted under the Plan.

ARTICLE 17.    DEFINITIONS.

               17.1  "Award"  means any award of an  Option  (with or  without a
related SAR), a Restricted Share or a Stock Unit under the Plan.

               17.2 "Award  Year"  means a fiscal year with  respect to which an
Award may be granted.

               17.3  "Board"  means  the  Company's   Board  of  Directors,   as
constituted from time to time.

               17.4 "Change in Control"  means the  occurrence  of either of the
following events:

                      (a) A change in the  composition of the Board, as a result
               of which  fewer than  one-half  of the  incumbent  directors  are
               directors who either:

                             (i) Had been  directors  of the  Company  24 months
                      prior to such change; or

                             (ii) Were elected,  or nominated  for election,  to
                      the  Board  with  the  affirmative  votes  of at  least  a
                      majority of the  directors  who had been  directors of the
                      Company 24 months  prior to such change and who were still
                      in office at the time of the election or nomination; or

                      (b) Any "person"  (as such term is used in sections  13(d)
               and 14(d) of the Exchange Act) by the  acquisition or aggregation
               of securities  is or becomes the  beneficial  owner,  directly or
               indirectly, of securities of the Company representing 50% or more
               of the combined  voting power of the Company's  then  outstanding
               securities  ordinarily  (and apart  from  rights  accruing  under
               special  circumstances)  having the right to vote at elections of
               directors (the "Base Capital  Stock");  except that any change in
               the relative beneficial  ownership of the Company's securities by
               any person  resulting  solely from a reduction  in the  aggregate
               number of  outstanding  shares  of Base  Capital  Stock,  and any
               decrease  thereafter  in such person's  ownership of  securities,
               shall be disregarded  until such person  increases in any manner,
               directly or indirectly, such person's beneficial ownership of any
               securities of the Company.

               17.5 "Code" means the Internal Revenue Code of 1986, as amended.

               17.6 "Committee"  means a committee of the Board, as described in
Article 2.

               17.7  "Common  Share"  means one share of the Common Stock of the
Company.

               17.8 "Company"  means Fair,  Isaac and Company,  Incorporated,  a
Delaware corporation.

               17.9 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               17.10  "Exercise  Price"  means the  amount  for which one Common
Share  may  be  purchased  upon  exercise  of an  Option,  as  specified  in the
applicable Stock Option Agreement.

                                      -15-
<PAGE>

               17.11  "Fair  Market  Value"  means  the  market  price of Common
Shares, determined by the Committee as follows:

                      (a) If the Common Shares were traded  over-the-counter  on
               the date in  question,  whether or not  classified  as a national
               market  issue,  then the Fair Market  Value shall be equal to the
               mean between the last reported bid and asked prices quoted by the
               NASDAQ system for such date;

                      (b) If the Common  Shares were traded on a stock  exchange
               on the date in  question,  then the Fair  Market  Value  shall be
               equal to the closing price reported by the  applicable  composite
               transactions report for such date; and

                      (c) If none of the  foregoing  provisions  is  applicable,
               then the Fair Market Value shall be  determined  by the Committee
               in good faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be  based  on the  prices  reported  by the  Research  Section  of the  National
Association of Securities  Dealers or in the Western  Edition of The Wall Street
Journal. Such determination shall be conclusive and binding on all persons.

               17.12 "ISO" means an incentive stock option  described in section
422(b) of the Code.

               17.13 "Key Employee"  means (a) a key common-law  employee of the
Company or of a Subsidiary,  as determined by the  Committee,  or (b) an Outside
Director.  Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Sections 4.1 and 4.2.

               17.14 "NSO"  means an  employee  stock  option not  described  in
sections 422 or 423 of the Code.

               17.15  "Option"  means an ISO or NSO  granted  under the Plan and
entitling the holder to purchase one Common Share.

               17.16  "Optionee"  means an  individual  or  estate  who holds an
Option.

               17.17 "Outside  Director" shall mean a member of the Board who is
not a common-law employee of the Company or of a Subsidiary.

               17.18  "Participant"  means an  individual or estate who holds an
Award.

               17.19  "Plan" means this Fair,  Isaac and  Company,  Incorporated
1992 Long-Term Incentive Plan, as it may be amended from time to time.

               17.20  "Restricted  Share" means a Common Share awarded under the
Plan.

               17.21 "SAR" means a stock  appreciation  right  granted under the
Plan.

               17.22 "Stock Award  Agreement"  means the  agreement  between the
Company and the recipient of a Restricted Share or Stock Unit which contains the
terms,  conditions and restrictions pertaining to such Restricted Share or Stock
Unit.

               17.23 "Stock Option  Agreement"  means the agreement  between the
Company and an Optionee  which contains the terms,  conditions and  restrictions
pertaining to his or her Option.

                                      -16-
<PAGE>

               17.24 "Stock Unit" means a  bookkeeping  entry  representing  the
equivalent of one Common Share and awarded under the Plan.

               17.25 "Subsidiary"  means any corporation,  if the Company and/or
one or more  other  Subsidiaries  own not less  than 50% of the  total  combined
voting  power  of all  classes  of  outstanding  stock  of such  corporation.  A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.


                                      -17-
<PAGE>



ARTICLE 18.    EXECUTION.

To record the  adoption  of the  amended  and  restated  Plan by the Board,  the
Company has caused its duly  authorized  officer to affix the corporate name and
seal hereto.



                      FAIR, ISAAC AND COMPANY, INCORPORATED





                      By                  /s/  Henk J. Evenhuis
                        -------------------------------------------------------
                                            Henk J. Evenhuis
                                     Vice President, Chief Financial
                                          Officer and Secretary








                                      -18-