PROPOSAL 3
RATIFICATION OF INDEPENDENT AUDITORS

     The Audit Committee will select and retain independent auditors for fiscal year 2004. The Audit Committee has appointed the firm of KPMG LLP as our independent auditors for the Company’s fiscal year ending September 30, 2004. KPMG LLP has served as our independent auditors since May 1991. Representatives of KPMG LLP are expected to be present at the Annual Meeting with the opportunity to make statements and respond to appropriate questions from stockholders present at the meeting. Although stockholder ratification of the Company’s independent auditors is not required by our By-laws or otherwise, we are submitting the selection of KPMG LLP to our stockholders for ratification to permit stockholders to participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select different independent auditors for the Company.

Audit and Non-Audit Fees

     The following table presents fees for professional audit services rendered by KPMG LLP for the audit of the Company’s annual financial statements for the years ended September 30, 2003 and September 30, 2002, and fees for other services rendered by KPMG LLP during those periods.

     Audit Fees. Annual audit fees relate to services rendered in connection with the annual audit of the Company’s consolidated financial statements, quarterly reviews of financial statements included in the Company’s quarterly reports on Form 10-Q, fees for SEC registration statement services, and fees incurred in connection with the Company’s Senior Convertible Notes.

     Audit Related Fees. Audit related fees consisted principally of fees for audits of financial statements of employee benefit plans, as well as due diligence services in fiscal 2002 for benefit plan audits, consultation on accounting standards or transactions.

     Tax Fees. Tax services consisted of fees for tax consultation and tax compliance services.

     All Other Fees. All other fees consisted principally of fees related to operational system attestation services.

     The Audit Committee considers whether the provision of these services is compatible with maintaining KPMG LLP’s independence, and has determined such services for fiscal 2003 and 2002 were compatible. All of the services described above were approved by the Audit Committee pursuant to paragraph (c)(7)(ii)(C) of Rule 2-01 of Regulation S-X under the Exchange Act, to the extent that rule was applicable during fiscal 2002 and 2003.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditors

     The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent auditors.

     On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent auditors. On a periodic basis,

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management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. The Audit Committee may also delegate the ability to pre-approve audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that any such pre-approvals are reported on at a subsequent Audit Committee meeting.

Vote Required

     The affirmative vote of a majority of the shares present and entitled to vote is required to ratify this proposal.

Recommendation of the Board of Directors

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF KPMG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2004.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of November 30, 2003, by (i) each of our directors and nominees for director, (ii) each of the executive officers named in the Summary Compensation Table below, (iii) all of our executive officers and directors as a group, and (iv) each person known to us who beneficially owns more than 5% of the outstanding shares of our Common Stock.

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EXECUTIVE COMPENSATION

Compensation

     The following table sets forth the cash and non-cash compensation awarded to, earned by, or paid to the Chief Executive Officer and each of our other four most highly compensated executive officers for services rendered in all capacities to the Company and its subsidiaries during the fiscal year ended September 30, 2003.

Summary Compensation Table

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Option Grants in Last Fiscal Year

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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

     The following table provides certain information as of September 30, 2003 with respect to our equity compensation plans:

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Executive Officer Employment Agreements

     Mr. Grudnowski has served as the Company’s Chief Executive Officer and as a director since December 2, 1999. We entered into an employment agreement dated August 23, 1999, with Thomas G. Grudnowski. This agreement was amended on December 3, 1999, and December 26, 2001 (the “Grudnowski Employment Agreement”). The Grudnowski Employment Agreement had a term of four years, subject to earlier termination under certain circumstances, and expired December 1, 2003. As of that date, the Company and Mr. Grudnowski were considering the terms on which Mr. Grudnowski would provide his services to the Company in the future, but no definitive agreement for this purpose had been concluded. Through fiscal 2003 and prior to its termination, the Grudnowski Employment Agreement provided that, beginning in fiscal 2002, Mr. Grudnowski’s annual base salary shall be $550,000 and his incentive award may range from zero to twice his base salary, with a target equal to the base salary, and depending on the achievement of certain strategic, business and financial objectives to be mutually determined by Mr. Grudnowski and our Board of Directors within 90 days following the beginning of the fiscal year. Portions of this incentive award may be earned and paid more frequently than annually and may be paid under the provisions of our general employee incentive plan, as determined by the Compensation Committee. Pursuant to the Grudnowski Employment Agreement, we granted Mr. Grudnowski options vesting over four years to purchase up to 945,000 shares of our Common Stock , with an exercise price equal to the fair market value as of August 23, 1999, and options to purchase 90,000 shares of our Common Stock, with an exercise price equal to the fair market value as of December 3, 1999, which vested January 1, 2000. The options to purchase our Common Stock vest fully upon Company-initiated termination of Mr. Grudnowski’s employment without cause, upon a change in control of the Company, or upon termination of employment owing to Mr. Grudnowski’s death or disability. The Grudnowski Employment Agreement further provided that if we terminated Mr. Grudnowski’s employment without cause, then we would pay Mr. Grudnowski, among other things, twice Mr. Grudnowski’s base salary at the time of termination and twice the incentive award received by Mr. Grudnowski for the fiscal year immediately prior to termination. The Grudnowski Employment Agreement also provided that the Company would make available to Mr. Grudnowski, on a non-exclusive basis, a rental apartment in San Rafael, California for his use while on Company business.

     We entered into an employment agreement dated August 5, 2002, with Kenneth J. Saunders (the “Saunders Employment Agreement”). Mr. Saunders has served as the Company’s Vice President and Chief Financial Officer since that date. The Saunders Employment Agreement is for a four year term, and is deemed renewed from year to year thereafter, subject to cancellation by either party. The Saunders Employment Agreement provides that Mr. Saunders’ starting base salary will be $341,000 subject to increases in the Company’s sole discretion, and decreases, only if made to all similarly situated employees. Mr. Saunders is eligible under the Saunders Employment Agreement to participate in the Company’s Management Incentive Plan, which currently provides for an annual payout opportunity from 0-100% of base salary, depending on Company performance and the achievement of specific mutually agreed goals and objectives. Pursuant to the Saunders Employment Agreement, the Company granted Mr. Saunders options vesting over four years to purchase 200,000 shares of Common Stock, with an exercise price equal to the fair market value on August 6, 2002, vesting 25% on each of the first four anniversaries of the grant date, contingent on Mr. Saunders’ continued employment. The options to purchase Common Stock vest fully upon a change in control of the Company, coupled with an adverse change in employment, or upon termination of employment owing to Mr. Saunders’ death or disability. If the Company terminates Mr. Saunders’ employment without cause, options to purchase Common Stock vesting within twelve months following the date of his termination shall vest immediately, and, if Mr. Saunders wishes to exercise them, he must do so within up to one year following his termination. The Saunders Employment Agreement further provides that if the Company terminates Mr. Saunders’ employment without cause, then the Company will pay Mr. Saunders, among other things, twice Mr. Saunders’ base salary at the time of termination and a bonus of 100% of base salary. If Mr. Saunders is terminated following a change in control of the Company, he will receive two times the sum of his annual base salary as of the change in control date, plus a cash bonus of 100% of his base salary.

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Executive Officer Change-in-Control Arrangements

     Each of Chad L. Becker, Steven A. Sjoblad, and Larry E. Rosenberger is a party to a Management Agreement with the Company. Subject to certain provisions in these agreements, each of these officers is eligible for the following benefits, among others, if such officer’s employment is terminated or the officer’s responsibilities or compensation are materially diminished within one year following the occurrence of specified events generally involving a change in control of the Company: (i) a payment equal to such officer’s annual base compensation then in effect, plus an amount equal to such officer’s bonus or cash incentive payment for the fiscal year preceding the change in control; (ii) the immediate vesting of all stock options and satisfaction of the restrictions on any restricted stock held; and (iii) the right to continue to participate in any health, disability and life insurance plan or other program then in effect. Change-in-control events potentially triggering benefits under the Management Agreements would occur if any person acquires 30% or more of our outstanding Common Stock, and the current directors and those elected directors under normal circumstances cease to be a majority of the Board, or if a merger or other business combination occurs and our stockholders receive less than 70% of the resulting equity.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

     This Audit Committee is composed of three directors, each of whom has been determined by the Board to be an “independent director” under the Company’s guidelines and the New York Stock Exchange listing requirements. The members of the Audit Committee are A. George Battle, Guy R. Henshaw and David S. P. Hopkins. The Board has determined that Mr. Battle is an “audit committee financial expert” within the meaning of Item 401(h) of Regulation S-K under the Exchange Act. The Audit Committee selects and retains the Company’s independent auditors, and assists the Board in its oversight of the integrity of the Company’s financial statements, including the performance of our independent auditors in their audit of our annual financial statements. The Audit Committee meets with management and the independent auditors as may be required. The independent auditors have full and free access to the Audit Committee without the presence of management. The Board of Directors has adopted a written charter for the Audit Committee which addresses the responsibilities of the Audit Committee and is attached to this proxy statement as Exhibit A. This report relates to the activities undertaken by the Audit Committee in fulfilling these responsibilities.

     On July 30, 2002, the Sarbanes-Oxley Act of 2002 was signed into law. Various requirements of this Act pertaining to the work of the Audit Committee became effective during fiscal 2003. The Audit Committee has met with representatives of management, legal counsel and our independent auditors to further its understanding of the Act’s provisions. It also reviewed processes that already are in place as well as those processes that will be required to comply with the requirements of the Act as they become effective.

     The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent auditors. In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent auditors, who, in their report, express an opinion on the conformity of the Company’s annual financial statements to accounting principles generally accepted in the United States of America. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. This review included a discussion of the quality and the effectiveness of our financial reporting and controls, including the clarity of disclosures in the financial statements.

     In this context, the Audit Committee has met and held discussions with management and KPMG LLP, the Company’s independent auditors. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit Committee discussed with KPMG LLP matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

     KPMG LLP also provided to the Audit Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with KPMG LLP the firm’s independence.

     Based upon the Audit Committee’s discussion with management and the independent auditors, and the Audit Committee’s review of the representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2003, to be filed with the Securities and Exchange Commission.

     Submitted by the Audit Committee of the Board of Directors.

A. George Battle
Guy R. Henshaw (Chair)
David S. P. Hopkins

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REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

     This Compensation Committee is composed entirely of non-employee Directors, each of whom has been determined by the Board to be an “independent director” under the Company’s guidelines and the New York Stock Exchange listing requirements. The Compensation Committee determines all aspects of the compensation of our executive officers and considers and makes recommendations to the Board concerning action with respect to broadly based compensation and benefits plans. The Compensation Committee also administers the Company’s 1992 Long-term Incentive Plan, its 2002 Stock Bonus Plan, and its 2003 Employment Inducement Award Plan, adopted November 16, 2003.

     The primary objectives of our executive compensation program are to provide a level of compensation to executives that will attract and retain well-qualified individuals, to structure their compensation packages so that a significant portion is tied to achieving targets for revenue growth and operating margin, and to align their interests with those of our stockholders through the use of stock-based compensation.

     In fiscal 2003, our executive compensation program consisted of three main components: annual base salary, participation in our Management Incentive Plan, and the opportunity to receive equity awards under the Company’s qualified plans.

     The executive officers were eligible for the same benefits available generally to our employees, including group health and life insurance, participation in the employee stock purchase and 401(k) plans, and a profit sharing contribution to the 401(k) accounts made at the discretion of the Board of Directors. We also maintain a Supplemental Retirement and Savings Plan for the benefit of certain highly compensated employees, including all persons with the title vice president or above.

Annual Base Salary

     The Compensation Committee determines the annual base salary of each of our executive officers, including the Chief Executive Officer, subject to the provisions of any employment agreements. The same principles are applied in setting the salaries of all officers to ensure that salaries are equitably established. Salaries are determined annually by considering the officer’s duties and responsibilities, the officer’s ability to impact the Company’s operations and profitability, the officer’s experience and past individual performance, operational and strategic Company performance, and competitive market practices.

Fiscal Year 2003 Management Incentive Plan

     Substantially all of the Company’s employees participate in incentive plans based on the Company’s performance with respect to goals for revenue growth and operating margin set by the Board of Directors for each fiscal year. For fiscal 2003, two such plans were approved by the Board of Directors. The Broad-Based Incentive Plan applied to non-executive employees, and the Management Incentive Plan applied to Vice Presidents and certain other senior leaders. Under both plans, an incentive compensation payout range was assigned to each participant at the beginning of the fiscal year based upon the participant’s scope of responsibility. The midpoint of a participant’s payout range increases with the level of the employee’s responsibilities. The Compensation Committee sets the

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incentive compensation payout range for each of the executive officers. During fiscal 2003, the Management Incentive Plan involved quarterly evaluation of two performance factors: the Company’s actual performance in relation to revenue growth and operating margin goals previously established by the Board of Directors; and the Committee’s assessment of individual participant performance. The Company performance factor determined the size of the overall incentive pool available for payout each quarter, while individual participant performance determined the point in each participant’s payout range used for incentive calculation.

Options and Restricted Stock

     The Compensation Committee administers two Company programs under which our executives may acquire our stock. These are the 1992 Long-term Incentive Plan and the 2002 Stock Bonus Plan. The Compensation Committee also administers the Company’s Employment Inducement Award Plan, adopted November 16, 2003, under which options to purchase Common Stock may be granted to persons to induce them to accept employment with the Company. Through the date hereof, this program applied to all Company job levels, but has not been a source of option grants to persons who, upon acceptance of employment with the Company, became senior executive officers of the Company.

     Under the 1992 Long-term Incentive Plan, the Compensation Committee may award options to purchase our Common Stock or shares of restricted stock to any employee, including our executive officers. The exercise price for all options granted under this plan must be at least equal to the fair market value of the shares on the date of grant. The amounts of stock options granted to executive officers are based on the same factors as are set forth above with respect to annual base salaries. Awards of options were made to Messrs. Grudnowski, Saunders, Becker, Sjoblad and Rosenberger in fiscal 2003 and are reflected in the Option Grants in Last Fiscal Year Table.

     The 2002 Stock Bonus Plan was adopted to provide stock value-driven incentives to key employees specifically related to the successful completion of the HNC acquisition and integration of the HNC business. Under this plan, the Compensation Committee may award stock to key employees, subject to terms and conditions, including vesting requirements and price, specified by the Compensation Committee at the time of the award and memorialized in a written agreement between the Company and the recipient. Unless restrictions on stock awarded to one or more current recipients of awards under this plan lapse for any reason, no further shares are available for award under this plan. For this reason, in fiscal 2003 no awards of restricted stock were made under this plan. Awards issued to named executives in 2002 are further described elsewhere in this proxy statement.

Limits on Tax-Deductible Compensation

     Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1,000,000 on the amount of compensation that we may deduct in any year with respect to our five highest paid executives. However, performance-based compensation that has been approved by stockholders is excluded from the $1 million limit. The Company has not adopted any formal policy with respect to Section 162(m), although the Compensation Committee generally structures compensation to be deductible and considers the cost and value to the Company in making compensation decisions that could result in non-deductibility. The Compensation Committee has on occasion made decisions that have resulted or may result in non-deductible compensation. The Compensation Committee believes that these decisions were appropriate and in the best interests of the Company.

CEO Compensation

     During 2003 our Chief Executive Officer was compensated pursuant to an employment agreement entered into in August 1999, as amended in December 1999 and December 2001 (the “Grudnowski Employment Agreement”). The Grudnowski Employment Agreement was negotiated in connection with our hiring of Mr. Grudnowski as Chief Executive Officer. The Grudnowski Employment Agreement terminated according to its terms as of December 1, 2003, and provided for an annual base salary of $550,000 for fiscal 2003. Mr. Grudnowski is eligible to receive a bonus of between $0 and $1,100,000, based upon the Company achieving certain business and financial objectives mutually agreed upon between Mr. Grudnowski and the Board of Directors of the Company. The Compensation Committee took action in November 2003 to determine Mr. Grudnowski’s incentive bonus for fiscal 2003. This determination was based on a subjective evaluation of Mr. Grudnowski’s performance, which included the following:

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     Based on all of these considerations, a cash incentive bonus of $500,000 was awarded to Mr. Grudnowski.

     Under the Grudnowski Employment Agreement, Mr. Grudnowski received options to purchase 1,035,000 shares of the Company’s Common Stock, of which options for 90,000 shares fully vested on January 1, 2000, and options for 945,000 shares vest over a period of four years. In fiscal 2003, options to purchase 200,000 shares of Common Stock were granted to Mr. Grudnowski based on the Compensation Committee’s judgment with respect to the Company’s operational and strategic performance, Mr. Grudnowski’s individual performance, improvement in the market value of the Company’s Common Stock, and competitive compensation levels. In lieu of options to purchase 100,000 shares, Mr. Grudnowski was offered, but he declined, the opportunity to receive 25,000 shares of restricted stock under the 1992 Long-term Incentive Plan. As of December 1, 2003, the parties were in discussion as to a new agreement to replace the Grudnowski Employment Agreement, but no such agreement had been made.

Alex W. Hart
Philip G. Heasley (Chair)
Margaret L. Taylor

Compensation Committee Interlocks and Insider Participation

     Alex W. Hart, Philip G. Heasley and Margaret L. Taylor served as the members of our Compensation Committee for the fiscal year ended September 30, 2003. Messrs. Hart and Heasley and Ms. Taylor are non-employee Directors. None of our executive officers served as a director or as a member of a compensation committee of any business entity employing any of our directors during the fiscal year ended September 30, 2003.

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Performance Graph

     The following graph shows the total stockholder return of an investment of $100 in cash on September 30, 1998, in (i) the Company’s Common Stock, (ii) the Research Data Group, Inc. Indices for the Standard & Poors’ 500 Stocks (U.S. Companies), and (iii) the Standard & Poors’ 500 Application Software Index, in each case with reinvestment of dividends. These indices relate only to stock prices and do not purport to afford direct comparison of the business or financial performance of the companies. The Company does not believe there are any publicly traded companies that compete with the Company across the full spectrum of our product and service offerings.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among Fair Isaac Corporation,
the S&P 500 Index, and the S&P Application Software Index

INDEXED RETURNS

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OTHER BUSINESS

     Our Board of Directors does not know of any business to be presented at the Annual Meeting other than the matters set forth above, but, if other matters properly come before the meeting, it is the intention of the persons named in the proxies to vote in accordance with their best judgment on such matters.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act, and the rules of the Securities and Exchange Commission (the “SEC”) thereunder, require our directors, executive officers and persons who own more than 10% of our Common Stock to file reports of their ownership and changes in ownership of our Common Stock with the SEC. Our employees generally prepare these reports on the basis of information obtained from each director and officer. Based on information available to us, we believe that all reports required by Section 16(a) of the Exchange Act to be filed by its directors, executive officers and greater than 10% owners during the last fiscal year were filed on time.

SUBMISSION OF PROPOSALS OF STOCKHOLDERS

     Under the rules of the SEC, if a stockholder wants us to include a proposal in our proxy statement and proxy card for our 2005 Annual Meeting of Stockholders, the proposal must be received at our Corporate Secretary’s Office, 200 Smith Ranch Road, San Rafael, California 94903, no later than 5:00 p.m. local time on October 4, 2004, to be considered for inclusion in the proxy statement and proxy card for that meeting. Stockholder communications to the Board, including any such communications relating to director nominees, may also be addressed to the Corporate Secretary at that address. The Board believes that no more detailed process for these communications is appropriate, due to the variety in form, content and timing of these communications. The Secretary will forward the substance of meaningful stockholder communications, including those relating to director candidates, to the Board or the appropriate committee upon receipt.

     In order for business, other than a stockholder proposal included in our proxy statement and proxy card, to be properly brought before the 2005 Annual Meeting by a stockholder, the stockholder must give timely written notice thereof to our Corporate Secretary and must otherwise comply with our By-laws. Our By-laws provide that, to be timely, a stockholder’s notice must be received by our Corporate Secretary at our principal executive offices not fewer than 60 days nor more than 90 days prior to the scheduled date of the Annual Meeting. If the Company gives fewer than 70 days’ notice or prior public disclosure of the scheduled meeting date, then, to be timely, the stockholder’s notice must be received no later than the earlier of (i) the close of business on the tenth day following the day on which such notice was mailed or such disclosure was made, whichever occurs first, and (ii) two days prior to the scheduled meeting date.

Dated: January 8, 2004

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Exhibit A

FAIR ISAAC CORPORATION
AUDIT COMMITTEE CHARTER

Purpose

The Audit Committee is appointed by the Board to monitor (1) the integrity of the financial statements of Fair Isaac Corporation (the “Company”), (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s internal audit function and independent auditors, and (4) the compliance by the Company with legal and regulatory requirements.

Committee Membership

The Audit Committee shall consist of no fewer than three members. The members of the Audit Committee shall meet the independence and experience requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “Commission”) and any requirements established by the Board. The Audit Committee shall assist the Board in its determination as to whether or not at least one member of the Audit Committee is an “audit committee financial expert” as defined by the Commission.

The members of the Audit Committee shall be appointed by the Board on the recommendation of the Governance and Executive Committee. Audit Committee members may be replaced by the Board.

Committee Chair

The Audit Committee shall be presided over by a Chair, identified by the Board or, in the absence of such identification, selected by the Committee’s members from among those members. The Chair, in consultation with the members of the Audit Committee, will determine the frequency and length of the Committee’s meetings and develop the Committee’s agenda.

Meetings

The Audit Committee shall meet as often as it determines, but not less frequently than as necessary to review quarterly or other reporting of the Company’s financial performance and as necessary in support of the Company’s financial report certification process. The Audit Committee shall meet periodically with management, the internal auditors and the independent auditor in separate executive sessions. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Committee Authority and Responsibilities

The Audit Committee shall have the sole authority to appoint or replace the independent auditor (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.

The Audit Committee shall pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit. he Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.

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The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. he Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee.

The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall annually review the Audit Committee’s own performance.

The Audit Committee, to the extent it deems necessary or appropriate, shall:

Financial Statement and Disclosure Matters

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Oversight of the Company’s Relationship with the Independent Auditor

Oversight of the Company’s Internal Audit Function

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Compliance Oversight Responsibilities

Limitation of Audit Committee’s Role

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable legal and other requirements. These are the responsibilities of management and the independent auditor. The Audit Committee is entitled to rely on the information provided by the Company’s management and the judgment and advice of professional experts and counselors.

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PROXY

PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING FEBRUARY 2, 2004

The undersigned hereby appoints Andrea M. Fike, Nancy E. Fraser or Thomas G. Grudnowski or any of them, as Proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all the shares of Common Stock of Fair Isaac Corporation that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on February 2, 2004, or any postponement or adjournment thereof.

(Continued to be signed on the other side)

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Please mark your vote as indicated in this example. x

THIS PROXY WHEN EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER, IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL 1 (SUBJECT TO DISCRETIONARY ALLOCATION OF VOTES BY THE PROXIES IN THE EVENT CUMULATIVE VOTING IS APPLICABLE, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT) AND “FOR” ITEMS 2 AND 3.

(Note: Sign exactly as your name appears on this proxy card. If shares are held jointly, each holder should sign. When signing as attorney, executor administrator, trustee or guardian, please give full title as such. If corporation or partnership, please sign in firm name by authorized person.)

I plan to attend the Meeting:          o

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE PROVIDED SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.

Vote by Telephone or Mail
24 Hours a Day, 7 days a Week
Telephone voting is available through 4PM Eastern Time
the business day prior to annual
meeting day.

Your telephone authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.

If you vote your proxy by telephone,
You do NOT need to mail back your proxy card.

<Perforation Line>

FAIR ISAAC CORPORATION
2004 ANNUAL MEETING OF STOCKHOLDERS
ADMISSION TICKET

Please present this ticket for admittance of the stockholder(s) named above. Admittance will be based upon availability of seating.