Item 1.01. Entry into a Material Definitive Agreement.

On July 29, 2009, Fair Isaac Corporation (the "Company"), a Delaware corporation and certain stockholders of the Company that are affiliated with Sandell Asset Management Corp. (collectively, the "Sandell Group"), a Cayman Islands exempted company, entered into Amendment No. 1 (the "Amendment") to the Amended and Restated Agreement, dated as of December 4, 2008, by and between the Company and the Sandell Group (the "Agreement"). The Amendment amends the Agreement to remove the right held by the Sandell Group to name designees to the Company's Board of Directors to replace each of Nick Graziano, Allan Loren and John S. McFarlane, in the event that Mr. Graziano, Mr. Loren or Mr. McFarlane is unable to perform his duties or dies or, in the case of Mr. Graziano, is no longer associated with the Sandell Group, and to make certain other related amendments.

The foregoing summary of the Amendment is qualified by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No. 1, dated as of July 29, 2009, to the Amended and Restated Agreement, dated as of December 4, 2008, by and between the Company and the Sandell Group.

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