HNC SOFTWARE INC/DE, DEF 14A, 1999-04-16

HNC SOFTWARE INC/DE
DEF 14A, 1999-04-16
PREPACKAGED SOFTWARE

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary proxy Statement [_] Confidential, for use of the
[X] Definitive proxy Statement Commission Only (as permitted by
[_] Definitive additional materials Rule 14a-6(e)(2)).
[_] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12

HNC SOFTWARE INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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[LOGO OF HNC SOFTWARE]

April 16, 1999

To Our Stockholders:

You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of HNC Software Inc. to be held at the Company's offices located at 5935
Cornerstone Court West, San Diego, California, on Thursday, May 20, 1999, at
9:30 a.m., Pacific Daylight Time.

The matters to be acted upon at the Meeting are described in detail in the
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Please use this opportunity to take part in the Company's affairs by voting
on the business to come before this Meeting. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE PRIOR TO THE MEETING SO THAT YOUR
SHARES WILL BE REPRESENTED AT THE MEETING. Returning the Proxy does not
deprive you of your right to attend the Meeting and to vote your shares in
person.

We hope to see you at the Meeting.

Sincerely,

/s/ ROBERT L. NORTH

Robert L. North
President and Chief Executive
Officer
<PAGE>

HNC SOFTWARE INC.
5930 Cornerstone Court West
San Diego, California 92121-3728

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

----------------

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Meeting") of HNC Software Inc. (the "Company") will be held at the Company's
offices located at 5935 Cornerstone Court West, San Diego, California, on
Thursday, May 20, 1999, at 9:30 a.m., Pacific Daylight Time.

At the Meeting, you will be asked to consider and vote upon the following
matters:

1. The election of five directors of the Company, each to serve until the
next Annual Meeting of Stockholders and until his successor has been elected
and qualified or until his earlier resignation, death or removal. At the
Meeting, the Company's Board of Directors intends to present the following
nominees for election as directors:

<TABLE>
<S> <C>
Edward K. Chandler Thomas F. Farb
Alex W. Hart Charles H. Gaylord, Jr.
Robert L. North
</TABLE>

2. A proposal to approve an amendment to the Company's 1995 Equity Incentive
Plan increasing the number of shares of the Company's Common Stock reserved
for issuance thereunder by 2,000,000 shares.

3. A proposal to approve an amendment of the Company's 1995 Employee Stock
Purchase Plan to increase the number of shares of the Company's Common Stock
reserved for issuance thereunder by 250,000 shares.

4. A proposal to approve an amendment to the Company's 1995 Directors Stock
Option Plan to increase the number of shares of the Company's Common Stock
reserved for issuance thereunder by 200,000 shares.

5. A proposal to ratify the selection of PricewaterhouseCoopers LLP as the
Company's independent accountants for the fiscal year ending December 31,
1999.

6. To transact such other business as may properly come before the Meeting
or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close
of business on March 26, 1999 are entitled to notice of and to vote at the
Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors

/s/ RAYMOND V. THOMAS

Raymond V. Thomas
Vice President, Finance and
Administration, Chief Financial
Officer and Secretary

San Diego, California
April 16, 1999

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE,
DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-
PAID ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING.
<PAGE>

HNC SOFTWARE INC.
5930 Cornerstone Court West
San Diego, California 92121-3728

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PROXY STATEMENT

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April 16, 1999

The accompanying proxy is solicited on behalf of the Board of Directors of
HNC Software Inc., a Delaware corporation (the "Company" or "HNC"), for use at
the 1999 Annual Meeting of Stockholders of the Company to be held at the
Company's offices located at 5935 Cornerstone Court West, San Diego,
California, on Thursday, May 20, 1999, at 9:30 a.m., Pacific Daylight Time
(the "Meeting"). This Proxy Statement and the accompanying form of proxy were
first mailed to stockholders of the Company on or about April 16, 1999. An
annual report for the year ended December 31, 1998 is enclosed with this Proxy
Statement.

Record Date; Quorum

Only holders of record of the Company's Common Stock at the close of
business on March 26, 1999 (the "Record Date") will be entitled to vote at the
Meeting. The presence at the Meeting (in person or by proxy) of a majority of
the shares outstanding on the Record Date will constitute a quorum for the
transaction of business at the Meeting. At the close of business on the Record
Date, the Company had 25,350,906 shares of Common Stock outstanding and
entitled to vote.

Voting Rights; Required Vote

Holders of the Company's Common Stock are entitled to one vote for each
share held as of the Record Date. Shares of Common Stock may not be voted
cumulatively. In the event that a broker, bank, custodian, nominee or other
record holder of HNC Common Stock indicates on a proxy that it does not have
discretionary authority to vote certain shares on a particular matter (a
"broker non-vote"), then those shares will not be considered present and
entitled to vote with respect to that matter, although they will be counted in
determining whether or not a quorum is present at the Meeting.

Directors will be elected by a plurality of the votes cast by the shares of
Common Stock present in person or represented by proxy at the Meeting and
entitled to vote on the election of directors. Proposals No. 2, 3, 4 and 5
each require for approval the affirmative vote of the majority of the shares
of Common Stock present in person or represented by proxy at the Meeting that
are voted for or against the proposal. Abstentions and broker non-votes will
not affect the outcome of the vote. All votes will be tabulated by the
inspector of elections appointed for the Meeting who will separately tabulate,
for each proposal, affirmative and negative votes, abstentions and broker non-
votes.

Voting of Proxies

The proxy accompanying this Proxy Statement is solicited on behalf of the
Board of Directors of HNC (the "Board") for use at the Meeting. Stockholders
are requested to complete, date and sign the accompanying proxy card and
promptly return it in the enclosed envelope or otherwise mail it to HNC. All
signed, returned proxies that are not revoked will be voted in accordance with
the instructions contained therein; however, returned signed proxies that give
no instructions as to how they should be voted on a particular proposal at the
Meeting will be counted as votes "for" such proposal (or, in the case of the
election of directors, as a vote "for" election to the Board of all the
nominees presented by the Board).
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In the event that sufficient votes in favor of the proposals are not
received by the date of the Meeting, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitations of
proxies. Any such adjournment would require the affirmative vote of the
majority of the outstanding shares present in person or represented by proxy
at the Meeting.

The expenses of soliciting proxies to be voted at the Meeting will be paid
by the Company. Following the original mailing of the proxies and other
soliciting materials, the Company and/or its agents may also solicit proxies
by mail, telephone, telegraph or in person. Following the original mailing of
the proxies and other soliciting materials, the Company will request that
brokers, custodians, nominees and other record holders of the Company's Common
Stock forward copies of the proxy and other soliciting materials to persons
for whom they hold shares of Common Stock and request authority for the
exercise of proxies. In such cases, the Company, upon the request of the
record holders, will reimburse such holders for their reasonable expenses. The
Company has retained Corporate Investors Communications, an independent proxy
solicitation firm, to assist in soliciting proxies at an estimated fee of
$6,500 plus reimbursement of reasonable expenses.

Revocability of Proxies

Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to the Meeting or at the Meeting prior to the
vote pursuant to the proxy. A proxy may be revoked by a writing delivered to
the Company stating that the proxy is revoked, by a subsequent proxy that is
signed by the person who signed the earlier proxy and is presented at the
Meeting prior to the vote, or by attendance at the Meeting and voting in
person. Please note, however, that if a stockholder's shares are held of
record by a broker, bank or other nominee and that stockholder wishes to vote
at the Meeting, the stockholder must bring to the Meeting a letter from the
broker, bank or other nominee confirming such stockholder's beneficial
ownership of the shares and that such broker, bank or other nominee is not
voting such shares at the Meeting.

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PROPOSAL NO. 1--ELECTION OF DIRECTORS

The Board currently consists of six directors, five of whom are nominated
for reelection at the Meeting. Director Oliver D. Curme is not standing for
re-election at the Meeting. Immediately prior to the Meeting, the size of the
Board will be set at five members. At the Meeting, stockholders will elect
directors to hold office until the next annual meeting of stockholders and
until their respective successors have been elected and qualified or until
such directors' earlier resignation, death or removal.

Shares represented by the accompanying proxy will be voted "for" the
election of the five nominees recommended by the Board unless the proxy is
marked in such a manner as to withhold authority so to vote. In the event that
any nominee for any reason is unable to serve or for good cause will not
serve, the proxies may be voted for such substitute nominee as the proxy
holder may determine. The Company is not aware of any nominee who will be
unable to or for good cause will not serve as a director.

Directors/Nominees

The names of the nominees, and certain information about them, are set forth
below:

<TABLE>
<CAPTION>
Director
Name of Director Age Principal Occupation Since
---------------- --- -------------------- --------
<C> <C> <S> <C>
Edward K. Chandler (1)...... 41 Managing Director, Graystone 1991
Venture Partners, LLC
Alex W. Hart................ 58 Independent consultant to the 1998
financial services industry
Thomas F. Farb (1).......... 42 General Partner and Chief 1987
Financial Officer, Summit
Partners
Charles H. Gaylord, Jr.
(2)........................ 53 Private technology investor 1995
Robert L. North............. 63 President and Chief Executive 1987
Officer, HNC Software Inc.
</TABLE>
- --------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

Mr. Chandler has been a director of the Company since August 1991. Since
July 1991, he has been President of Prairie-EKC, Inc., a partner of the
general partner of PCE 1991 Limited Partnership, a venture capital firm, and a
principal of Prairie Capital Partnership, a venture capital firm. Since
November 1996, Mr. Chandler has also been a Managing Director of Graystone
Venture Partners, LLC, a venture capital firm. Mr. Chandler holds a Bachelor
of Arts degree in Economics from Yale University and a Masters degree in
Business Administration from Harvard University.

Mr. Hart has been a director of the Company since October 1998. Since
February 1998, he has been an independent consultant to the financial services
industry. From August 1996 to February 1998, Mr. Hart served as Chief
Executive Officer of Advanta Corporation, a diversified financial services
company. From March 1994 to August 1996, Mr. Hart served as Executive Vice
Chairman of Advanta Corporation. From November 1988 to March 1994, he served
as President and Chief Executive Officer of MasterCard International. He holds
a Bachelor of Arts degree in Social Relations from Harvard University and has
completed studies at the Graduate School of Bank Marketing at the University
of Colorado and the Graduate Program for Data Processing Management at Harvard
Business School.

Mr. Farb has been a director of the Company since November 1987. Since
September 1998, he has been a General Partner and the Chief Financial Officer
of Summit Partners, a private investment firm. From April 1994 to August 1998,
Mr. Farb served as Senior Vice President, Chief Financial Officer and
Treasurer of Interneuron Pharmaceuticals, Inc., a publicly-held diversified
pharmaceutical company, and an officer of several of its subsidiaries. From
October 1992 to March 1994, Mr. Farb served as Vice President of Corporate
Development, Chief Financial Officer and Controller of Cytyc Corporation, a
medical device and diagnostics company. Mr. Farb also serves as a director of
Redwood Trust, Inc., a California-based publicly-held Real Estate Investment
Trust. He holds a Bachelor of Arts degree in Sociology from Harvard College.

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Mr. Gaylord has been a director of the Company since May 1995. He is
currently a private technology investor and a director of Stac Inc., a
publicly-held software company. From December 1993 to September 1994, Mr.
Gaylord served as Executive Vice President of Intuit Inc., a publicly-held
personal and small business finance software company, following Intuit's
acquisition of ChipSoft, Inc., a tax preparation software company. Prior to
that acquisition, from June 1990 to December 1993, he served first as
President and Chief Executive Officer and a director of ChipSoft and then as
Chairman of the Board of Directors and Chief Executive Officer. He holds
Bachelor of Science and Master of Science degrees in Aerospace Engineering
from Georgia Institute of Technology and a Masters degree in Business
Administration from Harvard University.

Mr. North has been President and Chief Executive Officer and a director of
the Company since June 1987. Mr. North is also a director of Peerless Systems
Corporation, a publicly-held software-based imbedded imaging systems company,
and Abacus Direct Corporation, a publicly-held company that provides
information and research to the direct marketing industry. For 21 years prior
to joining the Company, Mr. North was employed by TRW, Inc., most recently as
Vice President and General Manager of the Electronics Systems Group. Prior to
that time, he was a member of the technical staff for the Satellite Central
Office of Aerospace Corporation. Mr. North holds Bachelor of Science and
Master of Science degrees in Electrical Engineering from Stanford University.
He has also completed executive management programs at the University of
California at Los Angeles and Stanford University.

Board of Directors Meetings and Committees

Board of Directors. During 1998, the Board met eighteen times, including
telephone conference meetings, and acted by written consent four times. No
director attended fewer than 75% of the aggregate of the total number of
meetings of the Board (held during the period for which he was a director) and
the total number of meetings held by all committees of the Board on which such
director served (during the period that such director served), except that Mr.
Curme did not attend six Board meetings.

Standing committees of the Board include an Audit Committee and a
Compensation Committee. The Board does not have a nominating committee or a
committee performing similar functions.

Audit Committee. Messrs. Chandler and Farb are the current members of the
Audit Committee. The Audit Committee met four times during 1998. The Audit
Committee meets with the Company's independent accountants to review the
adequacy of the Company's internal control systems and financial reporting
procedures; reviews the general scope of the Company's annual audit and the
fees charged by the independent accountants; reviews and monitors the
performance of non-audit services by the Company's auditors, reviews the
fairness of any proposed transaction between the Company and any officer,
director or other affiliate of the Company (other than transactions subject to
the review of the Compensation Committee), and after such review, makes
recommendations to the full Board; and performs such further functions as may
be required by any stock exchange or over-the-counter market upon which the
Company's Common Stock may be listed.

Compensation Committee. Messrs. Curme and Gaylord are the current members of
the Compensation Committee. However, because Mr. Curme is not standing for
reelection to the Board at the Meeting, Mr. Curme will no longer sit on the
Compensation Committee after the Meeting. During 1998, the Compensation
Committee met seven times and acted by written consent once. The Compensation
Committee recommends compensation for officers and employees of the Company,
grants (or delegates authority to grant) options and stock awards under the
Company's employee benefit plans, and reviews and recommends adoption of and
amendments to stock option and employee benefit plans.

Director Compensation

The Company reimburses Board members for reasonable expenses associated with
their attendance at Board meetings. With the exception of Thomas F. Farb, who
receives a fee from the Company of $1,000 for each Board meeting he attends,
none of the members of the Board receives a fee for attending Board meetings.
Members of

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the Board who are not employees, consultants or independent contractors of the
Company, or any parent, subsidiary or affiliate of the Company, are eligible
to participate in the Company's 1995 Directors Stock Option Plan (the
"Directors Plan"). During 1998, Messrs. Chandler, Curme, Farb, and Gaylord
were each granted an option pursuant to the Directors Plan to purchase 10,000
shares of the Company's Common Stock at an exercise price of $35.00 per share.
During 1998, Mr. Hart was granted an option pursuant to the Directors Plan to
purchase 25,000 shares of the Company's Common Stock at an exercise price of
$32.0625 per share.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE NOMINATED DIRECTORS.

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<PAGE>

PROPOSAL NO. 2--AMENDMENT TO THE 1995 EQUITY INCENTIVE PLAN

In March 1998, the Board adopted, subject to stockholder approval, an
amendment to HNC's 1995 Equity Incentive Plan (the "Incentive Plan") to
increase the number of shares of Common Stock reserved for issuance thereunder
by 2,000,000 shares. The stockholders of HNC are now being asked to approve
such amendment.

The Board believes that the increase in the number of shares reserved for
issuance under the Incentive Plan is in the best interests of the Company
because of the continuing need to provide stock options to attract and retain
quality employees in order to remain competitive in the industry. The granting
of equity incentives under the Incentive Plan plays an important role in the
Company's efforts to attract and retain employees of outstanding ability.
Competition for skilled engineers and other key employees in the software
industry is intense and the use of significant stock options for retention and
motivation of such personnel is pervasive in the high technology industries.
The Board believes that the additional reserve of shares with respect to which
equity incentives may be granted will provide the Company with adequate
flexibility to ensure that the Company can continue to meet those goals and
facilitate the Company's expansion of its employee base.

The Board adopted the increase in the number of shares reserved for issuance
under the Incentive Plan in connection with the Company's stock repurchase
program, under which the Company purchased 700,000 shares of Common Stock in
the open market during February and March 1999. The Board believes that stock
repurchases reduce the potential dilutive effect of the issuance of additional
equity incentives to employees. The Board has authorized an additional stock
repurchase program of up to 10% of the Company's Common Stock outstanding.

Below is a summary of the principal provisions of the Incentive Plan. The
summary is qualified in its entirety by reference to the full text of the
Incentive Plan which may be obtained from the Company. The Incentive Plan is
also on file with the Securities and Exchange Commission (the "SEC") and is
available at the SEC's website at www.sec.gov.

SUMMARY OF THE 1995 EQUITY INCENTIVE PLAN

Incentive Plan History. The Board originally adopted the Incentive Plan in
May 1995, and it was approved by the stockholders in May 1995. The Incentive
Plan was amended by the Board and stockholders once in each of 1996 and 1997
and twice in 1998 to increase the number of shares available for grant. The
purpose of the Incentive Plan is to offer employees and other eligible persons
an opportunity to participate in HNC's future performance through awards of
stock options, restricted stock and stock bonuses. From the inception of the
Incentive Plan through December 31, 1998, options to purchase an aggregate of
5,367,514 shares of HNC Common Stock were granted under the Incentive Plan, of
which options to purchase 955,617 shares were canceled. During such time
period, options were granted under the Incentive Plan to the Named Executive
Officers (as defined in "Executive Compensation" below), as follows: Robert L.
North, 140,000 shares; Raymond V. Thomas, 40,000 shares; Michael A. Thiemann,
100,000 shares; John Buchanan, 110,000 shares; and John Mutch, 245,000 shares.
During the same time period, the Company's current executive officers as a
group (seven persons) were granted options under the Incentive Plan to
purchase an aggregate of 730,000 shares, and options to purchase an aggregate
of 4,637,514 shares were granted to employees other than current executive
officers. No options have been granted under the Incentive Plan to any
director who is not an executive officer of the Company or to any associate of
any executive officer or director of the Company, and no person received 5% or
more of the total options granted under the Incentive Plan from the inception
of the Incentive Plan through December 31, 1998. On January 28, 1999, options
were granted under the Incentive Plan to Robert L. North, Raymond V. Thomas
and John Buchanan to purchase 10,626, 11,214 and 11,214 shares, respectively,
at an exercise price of $26.75 per share. On March 18, 1999, options were
granted under the Incentive Plan to Michael A. Thiemann and John Mutch to
purchase 40,000 shares each at an exercise price of $24.375 per share.

Number of Shares Subject to the Incentive Plan. The stock subject to
issuance under the Incentive Plan consists of shares of HNC's authorized but
unissued Common Stock. The number of shares of Common Stock currently reserved
for issuance under the Incentive Plan is the sum of (i) 5,250,000 shares (the
"Base Shares")

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plus (ii) any shares that were unissued and not subject to then outstanding
options under HNC's 1987 Stock Option Plan (the "Prior Plan") on the effective
date of the Incentive Plan, and any shares issuable upon exercise of options
granted under the Prior Plan that expire or become unexercisable thereafter
for any reason without having been exercised in full (collectively, "Available
Prior Plan Shares"). Available Prior Plan Shares are no longer available for
distribution under the Prior Plan but are available for distribution under the
Incentive Plan. If any option granted pursuant to the Incentive Plan expires
or terminates for any reason without being exercised in whole or in part, then
the shares released from such option will again become available for grant and
purchase under the Incentive Plan. This number of shares is subject to
proportional adjustment to reflect stock splits, stock dividends and other
similar events. This Proposal No. 2 will increase the number of Base Shares by
2,000,000 from 5,250,000 to 7,250,000 shares.

Eligibility. Employees, officers, directors, consultants, independent
contractors and advisors of HNC (and of any of its subsidiaries and
affiliates) are eligible to receive awards under the Incentive Plan (the
"Participants"). No Participant is eligible to receive more than 500,000
shares of Common Stock in any calendar year under the Incentive Plan, other
than new employees of HNC (including directors and officers who are also new
employees) who are eligible to receive up to a maximum of 700,000 shares of
Common Stock in the calendar year in which they commence their employment with
HNC. As of December 31, 1998, approximately 909 persons were eligible to
participate in the Incentive Plan, 404,379 shares had been issued upon
exercise of options granted under the Incentive Plan and 4,007,518 shares were
subject to outstanding options. As of that date, 1,075,941 shares were
available for future option grants, after taking into account all Available
Prior Plan Shares. In addition, an aggregate of 1,390,000 shares of Common
Stock have been reserved for issuance under the Company's 1998 Stock Option
Plan and the Practical Control Systems Technologies, Inc. ("PCS") 1998 Stock
Option Plan (which was assumed by the Company in connection with the
acquisition of PCS). A total of 126,000 shares are currently available for
future grant under these two plans. The closing price of HNC Common Stock on
the Nasdaq National Market was $29.625 per share on March 25, 1999, the last
trading day before the Record Date.

Administration. The Incentive Plan is administered by the Compensation
Committee of the Board (the "Committee"), the members of which are appointed
by the Board. The Committee currently consists of Oliver D. Curme and Charles
H. Gaylord, Jr., both of whom are "non-employee directors," as defined in Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and "outside directors," as defined pursuant to Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). Because Mr. Curme is
not standing for re-election to the Board at the Meeting, Mr. Curme will no
longer sit on the Committee after the Meeting.

Subject to the terms of the Incentive Plan, the Committee determines the
persons who are to receive awards, the number of shares subject to each award
and the terms and conditions of awards. The Committee has authorized Robert L.
North, HNC's President and Chief Executive Officer, to make grants to non-
officer employees of options to purchase specified ranges of shares based on
the position and grade level for the applicable employee pursuant to
guidelines established by the Committee. The Committee also has the authority
to construe and interpret any of the provisions of the Incentive Plan or any
awards granted thereunder.

Stock Options. The Incentive Plan permits the granting of options that are
intended to qualify either as Incentive Stock Options ("ISOs") or Nonqualified
Stock Options ("NQSOs"). ISOs may be granted only to employees (including
officers and directors who are also employees) of HNC or any parent or
subsidiary of HNC. The option exercise price for each option share must be no
less than 100% of the "fair market value" (as defined in the Incentive Plan)
of a share of HNC Common Stock at the time the option is granted. In the case
of an ISO granted to a 10% stockholder, the exercise price for each share must
be no less than 110% of the fair market value of a share of Common Stock at
the time the ISO is granted. All options outstanding under the Incentive Plan
have a term of up to ten years. Effective April 8, 1999, all options granted
under the Incentive Plan will have a term of up to seven years.

The exercise price of options granted under the Incentive Plan may be paid
as approved by the Committee at the time of grant: (1) in cash (by check); (2)
by cancellation of indebtedness of HNC to the Participant; (3) by surrender of
shares of HNC Common Stock owned by the Participant for at least six months
and having a fair

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<PAGE>

market value on the date of surrender equal to the aggregate exercise price of
the option; (4) by tender of a full recourse promissory note; (5) by waiver of
compensation due to or accrued by the Participant for services rendered; (6)
by a "same-day sale" commitment from the Participant and a National
Association of Securities Dealers, Inc. ("NASD") broker; (7) by a "margin"
commitment from the Participant and a NASD broker; or (8) by any combination
of the foregoing.

Restricted Stock Awards. The Committee may grant Participants restricted
stock awards to purchase stock either in addition to, or in tandem with, other
awards under the Incentive Plan, under such terms, conditions and restrictions
as the Committee may determine. The purchase price for such awards must be no
less than 100% of the fair market value of HNC Common Stock on the date of the
award and can be paid for in any of the forms of consideration listed in items
(1) through (5) in "Stock Options" above, as are approved by the Committee at
the time of grant. To date, HNC has not granted any restricted stock awards
under the Incentive Plan.

Stock Bonus Awards. The Committee may grant Participants stock bonus awards
either in addition to, or in tandem with, other awards under the Incentive
Plan, under such terms, conditions and restrictions as the Committee may
determine. To date, HNC has not granted any stock bonus awards under the
Incentive Plan and does not intend to grant stock bonus awards from shares now
reserved or now proposed to be reserved under the Incentive Plan.

Mergers, Consolidations, Change of Control. In the event of a merger,
consolidation, dissolution or liquidation of HNC, the sale of substantially
all of the assets of HNC or any other similar corporate transaction, the
successor corporation may assume, replace or substitute equivalent awards in
exchange for those granted under the Incentive Plan or provide substantially
similar consideration, shares or other property as was provided to
stockholders of HNC in such transaction (after taking into account the
provisions of the awards). In the event that the successor corporation in such
transaction does not assume or substitute the options awarded, such options
will expire upon the closing of such transaction at such time and upon such
conditions as the Board determines.

Amendment of the Incentive Plan. The Board or the Committee may at any time
terminate or amend the Incentive Plan, including amending any form of award
agreement or instrument to be executed pursuant to the Incentive Plan.
However, the Board and the Committee may not, without stockholder approval,
amend the Incentive Plan in any manner that requires stockholder approval
pursuant to the Code or the regulations promulgated thereunder, or pursuant to
the Exchange Act or Rule 16b-3 (or its successor) promulgated thereunder.

Term of the Incentive Plan. Unless terminated earlier as provided in the
Incentive Plan, the Incentive Plan will expire in May 2005, ten years after
the Board adopted the Incentive Plan.

Federal Income Tax Information.

THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT OF
THE FEDERAL INCOME TAX CONSEQUENCES TO HNC AND PARTICIPANTS UNDER THE
INCENTIVE PLAN. THE FEDERAL TAX LAWS MAY CHANGE AND THE FEDERAL, STATE AND
LOCAL TAX CONSEQUENCES FOR ANY PARTICIPANT WILL DEPEND UPON HIS OR HER
INDIVIDUAL CIRCUMSTANCES. EACH PARTICIPANT HAS BEEN AND IS ENCOURAGED TO SEEK
THE ADVICE OF A QUALIFIED TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF
PARTICIPATION IN THE INCENTIVE PLAN.

Incentive Stock Options. A Participant will recognize no income upon grant
of an ISO and will incur no tax on its exercise (unless the Participant is
subject to the alternative minimum tax as described below). If the Participant
holds shares acquired upon exercise of an ISO (the "ISO Shares") for more than
one year after the date the ISO was exercised and for more than two years
after the date the ISO was granted, the Participant generally will realize
capital gain or loss (rather than ordinary income or loss) upon disposition of
the ISO Shares. This gain or loss will be equal to the difference between the
amount realized upon such disposition and the amount paid for the ISO Shares.

8
<PAGE>

If the Participant disposes of ISO Shares prior to the expiration of either
required holding period (a "disqualifying disposition"), then the gain
realized upon such disposition, up to the difference between the fair market
value of the ISO Shares on the date of exercise (or, if less, the amount
realized on a sale of such shares) and the option exercise price, will be
treated as ordinary income. Any additional gain will be capital gain.

Alternative Minimum Tax. The difference between the fair market value of the
ISO Shares on the date of exercise and the exercise price for such shares is
an adjustment to income for purposes of the alternative minimum tax ("AMT").
The AMT (imposed to the extent it exceeds the taxpayer's regular income tax)
is 26% of the portion of an individual taxpayer's alternative minimum taxable
income (28% of that portion in the case of alternative minimum taxable income
in excess of $175,000). A maximum 20% AMT rate applies to the portion of
alternative minimum taxable income that would otherwise be taxable as net
capital gain. Alternative minimum taxable income is determined by adjusting
regular taxable income for certain items, increasing that income by certain
tax preference items (including the difference between the fair market value
of the ISO Shares on the date of exercise and the exercise price), and
reducing this amount by the applicable exemption amount ($45,000 in case of a
joint return, subject to reduction under certain circumstances). If a
disqualifying disposition of the ISO Shares occurs in the same calendar year
as exercise of the ISO, there is no AMT adjustment with respect to those ISO
Shares. Also, upon a sale of ISO Shares that is not a disqualifying
disposition, alternative minimum taxable income is reduced in the year of sale
by the excess of the fair market value of the ISO Shares at exercise over the
amount paid for the ISO Shares.

Nonqualified Stock Options. A Participant will not recognize any taxable
income at the time an NQSO is granted. However, upon exercise of an NQSO, the
Participant must include in income as compensation an amount equal to the
difference between the fair market value of the purchased shares on the date
of exercise and the Participant's exercise price for these shares. The
included amount must be treated as ordinary income by the Participant and may
be subject to withholding by HNC (either by payment in cash or withholding out
of the Participant's salary). Upon resale of the shares by the Participant,
any subsequent appreciation or depreciation in the value of the shares will be
treated as capital gain or loss.

Restricted Stock and Stock Bonus Awards. Restricted stock and stock bonus
awards will generally be subject to tax at the time of receipt, unless there
are restrictions that enable the Participant to defer tax. At the time the tax
is incurred, the tax treatment will be similar to that discussed above for
NQSOs.

Maximum Tax Rates. The maximum tax rate applicable to ordinary income is
39.6%. Long-term capital gain will be taxed at a maximum of 20%. For this
purpose, in order to receive long-term capital gain treatment, the shares must
be held for more than twelve months. Capital gains may be offset by capital
losses and up to $3,000 of capital losses may be offset annually against
ordinary income.

Tax Treatment of HNC. HNC generally will be entitled to a deduction in
connection with the exercise of an NQSO by a Participant or the receipt of
restricted stock or stock bonuses by a Participant to the extent that the
Participant recognizes ordinary income, provided that HNC timely reports such
income to the Internal Revenue Service. HNC will be entitled to a deduction in
connection with the disposition of ISO Shares only to the extent that the
Participant recognizes ordinary income on a disqualifying disposition of the
ISO Shares.

ERISA. The Incentive Plan is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA") and is not qualified
under Section 401(a) of the Code.

THE BOARD RECOMMENDS A VOTE FOR THE AMENDMENT
TO THE 1995 EQUITY INCENTIVE PLAN.

9
<PAGE>

PROPOSAL NO. 3--AMENDMENT OF 1995 EMPLOYEE STOCK PURCHASE PLAN

Stockholders are being asked to approve an amendment to the Company's 1995
Employee Stock Purchase Plan (the "Stock Purchase Plan") to increase the
number of shares of Common Stock reserved for issuance thereunder by 250,000
shares, from 400,000 shares to 650,000 shares. The Board believes that the
increase in the number of shares reserved for issuance under the Stock
Purchase Plan is in the best interests of the Company because of the
continuing need to provide equity participation in order to attract and retain
quality employees and remain competitive in the industry. The Company believes
that the Stock Purchase Plan plays an important role in the Company's efforts
to attract and retain employees of outstanding ability.

The Board approved the proposed amendment in March 1999, to be effective
upon stockholder approval. Below is a summary of the principal provisions of
the Stock Purchase Plan. The summary is qualified in its entirety by reference
to the full text of the Stock Purchase Plan which may be obtained from the
Company. The Stock Purchase Plan is also on file with the SEC and is available
at the SEC's website at www.sec.gov.

Stock Purchase Plan History. The Stock Purchase Plan was adopted by the
Board in May 1995 and approved by the stockholders in May 1995. The purpose of
the Stock Purchase Plan is to provide employees of the Company and its
subsidiaries designated by the Board as eligible to participate in the Stock
Purchase Plan ("Participating Employees") with a convenient means of acquiring
an equity interest in the Company through payroll deductions, to enhance such
employee's sense of participation in the affairs of the Company and its
subsidiaries, and to provide an incentive for continued employment. The
Company intends that the Stock Purchase Plan will qualify as an "employee
stock purchase plan" under Section 423 of the Code.

Shares Subject to the Stock Purchase Plan. The stock subject to issuance
under the Stock Purchase Plan consists of shares of the Company's authorized
but unissued Common Stock. The Board has reserved an aggregate of 650,000
shares of Common Stock for issuance under the Stock Purchase Plan, subject to
stockholder approval. This number of shares is subject to proportional
adjustment to reflect stock splits, stock dividends and other similar events.

Administration. The Stock Purchase Plan is administered by the Committee.
The interpretation or construction by the Committee of any provisions of the
Stock Purchase Plan will be final and binding on all Participating Employees.

Eligibility. All employees of the Company, or any subsidiary designated by
the Board as eligible to participate in the Stock Purchase Plan, are eligible
to participate in an Offering Period (as defined below) under the Stock
Purchase Plan, except the following: (a) employees who are not employed by the
Company or any of its subsidiaries one month before the beginning of such
Offering Period; (b) employees who are customarily employed for less than 20
hours per week; (c) employees who are customarily employed for less than five
months in a calendar year; and (d) employees who (i) own stock or hold options
to purchase stock, or (ii) as a result of participation in the Stock Purchase
Plan would own stock or hold options to purchase stock, possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company.

As of December 31, 1998, approximately 581 persons were eligible to
participate in the Stock Purchase Plan. At that date, 212,668 shares had been
issued pursuant to the Stock Purchase Plan and 187,332 shares were available
for future issuance under the Stock Purchase Plan, not including the proposed
amendment to the Stock Purchase Plan. The closing price of the Company's
Common Stock on the Nasdaq National Market was $29.625 per share on March 25,
1999, the last trading day before the Record Date.

Participating Employees participate in the Stock Purchase Plan through
payroll deductions. A Participating Employee sets the rate of such payroll
deductions, which may not be less than 2% nor more than 10% of the
Participating Employee's W-2 compensation, including, but not limited to, base
salary, wages, commissions, overtime, shift premiums, bonuses and draws
against commissions, before any deductions from the Participating Employee's
salary pursuant to Sections 125 or 401(k) of the Code. No Participating
Employee is permitted to

10
<PAGE>

purchase shares under the Stock Purchase Plan at a rate which, when aggregated
with such employee's rights to purchase stock under all similar purchase plans
of the Company, exceeds $25,000 in fair market value determined as of the
Offering Date for each calendar year.

Offering Periods. Each offering of Common Stock under the Stock Purchase
Plan is for a period of 12 months (the "Offering Period"). Offering Periods
commence on February 1 and August 1 of each year and end on January 31 and
July 31 of each year. Each Offering Period consists of two six-month purchase
periods (individually, a "Purchase Period") during which payroll deductions of
the Participating Employees are accumulated under the Stock Purchase Plan. The
Board has the power to set the beginning date of any Offering Period and to
change the dates or the duration of Offering Periods or Purchase Periods
without stockholder approval if such change is announced at least 15 days
before the scheduled beginning of the first Offering Period or Purchase Period
to be affected. The first day of each Offering Period is the "Offering Date"
for such Offering Period and the last business day of each Purchase Period is
the "Purchase Date" for such Purchase Period.

Participating Employees may elect to participate in any Offering Period by
enrolling as provided under the terms of the Stock Purchase Plan. Once
enrolled, a Participating Employee will automatically participate in each
succeeding Offering Period unless the Participating Employee withdraws from
the Offering Period or the Stock Purchase Plan is terminated. After the rate
of payroll deductions for an Offering Period is set by a Participating
Employee, that rate is effective for the remainder of the Offering Period (and
for all subsequent Offering Periods in which the Participating Employee is
automatically enrolled) unless otherwise changed by the Participating
Employee. The Participating Employee may increase or lower the rate of payroll
deductions during an Offering Period, provided that no more than one such
change may be made during a single Offering Period. A Participating Employee
may increase or decrease the rate of payroll deductions for any subsequent
Offering Period not later than the 15th day of the month before the beginning
of such offering period.

Purchase Price. The purchase price of shares that may be acquired in any
Purchase Period under the Stock Purchase Plan is 85% of the lesser of: (i) the
fair market value of the shares on the Offering Date; or (ii) the fair market
value of the shares on the Purchase Date. The fair market value of a share of
the Company's Common Stock is deemed to be the closing price of the Company's
Common Stock on the Nasdaq National Market on the last trading date prior to
the date of determination (or the average closing price over the number of
consecutive trading days preceding the date of determination as the Board
shall deem appropriate).

Purchase of Stock Under the Stock Purchase Plan. The number of whole shares
a Participating Employee will be able to purchase in any Purchase Period will
be determined by dividing the total payroll amount withheld from the
Participating Employee during the Purchase Period pursuant to the Stock
Purchase Plan by the purchase price for each share determined as described
above. The purchase will take place automatically on the Purchase Date of such
Purchase Period.

Withdrawal. A Participating Employee may withdraw from any Offering Period.
Upon withdrawal, the accumulated payroll deductions will be returned to the
withdrawn Participating Employee, without interest, provided that the
withdrawal occurs at least 15 days before the related Purchase Date. If the
withdrawal occurs less than 15 days before such Purchase Date, payroll
deductions will continue for the remainder of that Offering Period. No further
payroll deductions for the purchase of shares will be made for the succeeding
Offering Period unless the Participating Employee enrolls in the new Offering
Period at least 15 days before the Offering Date.

Amendment of the Stock Purchase Plan. The Board may at any time amend,
terminate or extend the term of the Stock Purchase Plan, except that any such
termination cannot affect the terms of shares previously granted under the
Stock Purchase Plan, nor may any amendment make any change in the terms of
shares previously granted which would adversely affect the right of any
Participating Employee, nor may any amendment be made without stockholder
approval if such amendment would: (a) increase the number of shares that may
be issued under the Stock Purchase Plan; (b) change the designation of the
employees (or class of employees) eligible for participation in the Stock
Purchase Plan; or (c) constitute an amendment for which stockholder approval
is required in order to comply with Rule 16b-3 (or any successor rule) of the
Exchange Act.

11
<PAGE>

Term of the Stock Purchase Plan. The Stock Purchase Plan will continue until
the earlier to occur of: (a) termination of the Stock Purchase Plan by the
Board; (b) the issuance of all the shares of Common Stock reserved for
issuance under the Stock Purchase Plan; or (c) May 2005, ten years after the
date the Board adopted the Stock Purchase Plan.

Federal Income Tax Information.

THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT OF
THE FEDERAL INCOME TAX CONSEQUENCES TO HNC AND EMPLOYEES PARTICIPATING IN THE
STOCK PURCHASE PLAN. THE FEDERAL TAX LAWS MAY CHANGE AND THE FEDERAL, STATE
AND LOCAL TAX CONSEQUENCES FOR ANY PARTICIPATING EMPLOYEE WILL DEPEND UPON HIS
OR HER INDIVIDUAL CIRCUMSTANCES. EACH PARTICIPATING EMPLOYEE HAS BEEN AND IS
ENCOURAGED TO SEEK THE ADVICE OF A QUALIFIED TAX ADVISER REGARDING THE TAX
CONSEQUENCES OF PARTICIPATION IN THE STOCK PURCHASE PLAN.

The Stock Purchase Plan is intended to qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Code.

Tax Treatment of the Participating Employee. Participating Employees will
not recognize income for federal income tax purposes either upon enrollment in
the Stock Purchase Plan or upon the purchase of shares. All tax consequences
are deferred until a Participating Employee sells the shares, disposes of the
shares by gift or dies.

If shares are held for more than one year after the date of purchase and
more than two years from the beginning of the applicable Offering Period, or
if the Participating Employee dies while owning the shares, the Participating
Employee will realize ordinary income on a sale (or a disposition by way of
gift or upon death) to the extent of the lesser of: (a) 15% of the fair market
value of the shares at the beginning of the Offering Period; or (b) the actual
gain (the amount by which the market value of the shares on the date of sale,
gift or death exceeds the purchase price). All additional gain upon the sale
of shares is treated as capital gain. If the shares are sold and the sale
price is less than the purchase price, there is no ordinary income and the
Participating Employee has a capital loss for the difference between the sale
price and the purchase price.

If the shares are sold or are otherwise disposed of, including by way of
gift (but not death, bequest or inheritance) (in any case, a "disqualifying
disposition") within either the one-year or the two-year holding periods
described above, the Participating Employee will realize ordinary income at
the time of sale or other disposition, taxable to the extent that the fair
market value of the shares at the date of purchase is greater than the
purchase price. This excess will constitute ordinary income (not currently
subject to withholding) in the year of the sale or other disposition even if
no gain is realized on the sale or if a gratuitous transfer is made. The
difference, if any, between the proceeds of sale and the aggregate fair market
value of the shares at the date of purchase is a capital gain or loss. The
maximum tax rate applicable to ordinary income is 39.6%. Long-term capital
gain is taxed at a maximum rate of 20%. To receive long-term capital gain
treatment, the stock must be held for more than one year. Capital gains may be
offset by capital losses and up to $3,000 of capital losses may be offset
annually against ordinary income.

Tax Treatment of the Company. The Company will be entitled to a deduction in
connection with the disposition of shares acquired under the Stock Purchase
Plan only to the extent that the Participating Employee recognizes ordinary
income on a disqualifying disposition of the shares. The Company will treat
any transfer of record ownership of shares as a disposition, unless it is
notified to the contrary. In order to enable the Company to learn of
disqualifying dispositions and ascertain the amount of the deductions to which
it is entitled, Participating Employees are required to notify the Company in
writing of the date and terms of any disposition of shares purchased under the
Stock Purchase Plan.

ERISA. The Stock Purchase Plan is not subject to any of the provisions of
ERISA nor is it qualified under Section 401(a) of the Code.

THE BOARD RECOMMENDS A VOTE FOR THE AMENDMENT OF THE
1995 EMPLOYEE STOCK PURCHASE PLAN

12
<PAGE>

PROPOSAL NO. 4--AMENDMENT OF 1995 DIRECTORS STOCK OPTION PLAN

Stockholders are being asked to approve an amendment to the Company's 1995
Directors Stock Option Plan (the "Directors Plan") to increase the number of
shares of Common Stock reserved for issuance thereunder by 200,000 shares,
from 300,000 shares to 500,000 shares. The Board believes that the increase in
the number of shares reserved for issuance under the Directors Plan is in the
best interests of the Company because of the continuing need to provide equity
participation to attract and retain quality outside directors. The Directors
Plan plays an important role in the Company's efforts to attract and retain
outside directors of outstanding ability.

The Board approved the proposed amendment in March 1999, to be effective
upon stockholder approval. Below is a summary of the principal provisions of
the Directors Plan. The summary is qualified in its entirety by reference to
the full text of the Directors Plan which may be obtained from the Company.
The Directors Plan is also on file with the SEC and is available at the SEC's
website at www.sec.gov.

Directors Plan History. The Directors Plan was adopted by the Board in May
1995 and approved by the stockholders in May 1995. The purpose of the
Directors Plan is to enhance the Company's ability through the use of equity
incentives to attract and retain highly qualified outside directors.

Stock Subject to Options. The stock subject to options under the Directors
Plan consists of shares of the Company's authorized but unissued Common Stock.
The Board has reserved an aggregate of 500,000 shares of Common Stock for
issuance under the Directors Plan, subject to stockholder approval. This
number of shares is subject to proportional adjustment to reflect stock
splits, stock dividends and other similar events. In the event that any
outstanding option under the Directors Plan expires or is terminated for any
reason, the shares of Common Stock allocable to the unexercised portion of
such option will again be available for the grant of options under the
Directors Plan.

Administration. The Directors Plan is administered by the Board. The
interpretation by the Board of any of the provisions of the Directors Plan or
any option granted under the Directors Plan will be final and conclusive.

Eligibility. Under the Directors Plan, the Company may grant options to each
director of the Company who is not an employee of the Company (or of any
parent, subsidiary or affiliate of the Company) (the "Outside Directors") in
accordance with the formula specified in the next paragraph. As of December
31, 1998, five persons were eligible to receive options pursuant to the
Directors Plan, 60,000 shares had been issued upon exercise of options and the
Company's current non-employee directors, as a group, had been granted options
to purchase an aggregate of 245,000 shares under the Directors Plan. As of
December 31, 1998, 205,000 shares were subject to outstanding options and
35,000 shares were available for future option grants under the Directors
Plan. The closing price of the Company's Common Stock on the Nasdaq National
Market was $29.625 per share on March 25, 1999, the last trading day before
the Record Date.

Formula for Option Grants. Each Outside Director will automatically be
granted an option to purchase 25,000 shares of Common Stock on the date the
Outside Director first becomes a member of the Board (an "Initial Grant"). At
each anniversary of the Initial Grant to an individual Outside Director
thereafter, such Outside Director will automatically be granted an additional
option to purchase 10,000 shares of Common Stock, so long as he or she
continuously remains a director of the Company (a "Succeeding Grant").

13
<PAGE>

Terms of Option Grants. Options granted pursuant to the Directors Plan are
intended to be NQSOs. Each Initial Grant and each Succeeding Grant will have a
term of ten years and be exercisable as they vest. The shares subject to such
option vest as follows, so long as the Outside Director continuously remains a
director of the Company: (i) on the first anniversary of the Initial Grant,
the Initial Grant will vest as to 40% of the Shares; (ii) on the second
anniversary of the Initial Grant, the Initial Grant will vest as to 30% of the
Shares; (iii) on the third anniversary of the Initial Grant, the Initial Grant
will vest as to 20% of the Shares; and (iv) on the fourth anniversary of the
Initial Grant, the Initial Grant will vest as to 10% of the Shares. Each
Succeeding Grant will vest as to 25% of the Shares upon each of the first four
successive anniversaries of the Succeeding Grant, so long as the Outside
Director continuously remains a director of the Company. The option exercise
price will be the "fair market value" (as defined in the Directors Plan) of
the Common Stock as of the date of the grant. The option exercise price will
be payable in cash (by check) and in a number of other forms of consideration,
including fully paid shares of Common Stock owned by the Outside Director for
more than six months, by waiver of compensation due or accrued to the Outside
Director for services rendered, through a "same day sale," through a "margin
commitment," or through any combination of the foregoing.

Mergers, Consolidations, Change of Control. In the event of a merger,
consolidation, dissolution or liquidation of the Company, the sale of
substantially all of the assets of the Company or any other similar corporate
transaction, the vesting of all options granted pursuant to the Directors Plan
will accelerate and the options will become exercisable in full prior to the
consummation of such event at such times and on such conditions as the
Committee determines, and if such options are not exercised prior to the
consummation of the corporate transaction, they shall terminate in accordance
with the provisions of the Directors Plan.

Amendment of the Directors Plan. The Committee, to the extent permitted by
law, and with respect to any shares at the time not subject to options, may
terminate or amend the Directors Plan; provided, however, that the Committee
may not, without stockholder approval, increase the total number of shares of
Common Stock available for issuance under the Directors Plan or change the
class of persons eligible to receive options. Further, the provisions relating
to Eligibility and Award Formula and Terms and Conditions of Options shall not
be amended more than once every six months, other than to comport with changes
in the Code, ERISA or the rules thereunder. In any case, no amendment of the
Directors Plan may adversely affect any then outstanding options or any
unexercised portions thereof without the written consent of the optionee.

Term of the Directors Plan. Unless terminated earlier as provided in the
Directors Plan, options may be granted pursuant to the Directors Plan from
time to time up until May 2005, ten years after the date the Board adopted the
Directors Plan.

Federal Income Tax Information. For the federal tax implications to the
Outside Directors and the Company for options granted under the Directors
Plan, see the discussion of the tax implications of NQSOs in "Proposal No. 2--
Amendment of 1995 Equity Incentive Plan--Federal Income Tax Information"
above.

ERISA. The Directors Plan is not subject to any of the provisions of ERISA
nor is it qualified under Section 401(a) of the Code.

THE BOARD RECOMMENDS A VOTE FOR THE AMENDMENT OF THE
1995 DIRECTORS STOCK OPTION PLAN

14
<PAGE>

PROPOSAL NO. 5--RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Company has selected PricewaterhouseCoopers LLP as its independent
accountants to perform the audit of the Company's financial statements for the
fiscal year ending December 31, 1999, and the stockholders are being asked to
ratify such selection. PricewaterhouseCoopers LLP has been engaged as the
Company's independent accountants since the year ended December 31, 1989.
Representatives of PricewaterhouseCoopers LLP will be present at the Meeting,
will have the opportunity to make a statement at the Meeting if they desire to
do so, and will be available to respond to appropriate questions.

THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP.

NEW PLAN BENEFITS

The amounts of future option grants under the Incentive Plan are not
determinable because, under the terms of the Incentive Plan, such grants are
made in the discretion of the Committee. Future option exercise prices are not
determinable because they are based upon fair market value of the Company's
Common Stock on the date of grant. Similarly, the amounts of future stock
purchases under the Stock Purchase Plan are not determinable because, under
the terms of the Stock Purchase Plan, purchases are based upon elections made
by Participating Employees. Future purchase prices are not determinable
because they are based upon fair market value of the Company's Common Stock.

Only Outside Directors of the Company are eligible to participate in the
Directors Plan. Each Outside Director that joins the Board is automatically
granted an option to purchase 25,000 Shares. Thereafter, each Outside Director
who has been granted an Initial Grant will automatically be granted an option
to purchase 10,000 shares of the Company's Common Stock on the anniversary of
the date of such Outside Director's Initial Grant, so long as such Outside
Director continuously remains a director of the Company. There are currently
four directors eligible for Succeeding Grants. The exercise prices of these
options are not determinable because they will be equal to fair market value
of the Company's Common Stock on the date of grant.

15
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of HNC Common Stock as of March 26, 1999 by: (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock; (ii) each director and nominee; (iii) each Named
Executive Officer set forth in the Summary Compensation Table below; and (iv)
all directors and executive officers as a group.

<TABLE>
<CAPTION>
Amount of
Name of Beneficial Owner Beneficial Ownership (1) Percent (1)
- ------------------------ ------------------------ -----------
<S> <C> <C>
Capital Research and Management Company
(2)..................................... 3,409,400 13.4%
Franklin Resources, Inc. (3)............. 2,042,430 8.1
Robert L. North (4)...................... 442,506 1.7
Raymond V. Thomas (5).................... 115,000 *
Edward K. Chandler (6)................... 105,284 *
Michael A. Thiemann (7).................. 65,167 *
John Buchanan (8)........................ 63,128 *
Charles H. Gaylord, Jr. (9).............. 51,500 *
John Mutch (10).......................... 42,471 *
Oliver D. Curme (11)..................... 12,500 *
Thomas F. Farb (12)...................... 7,550 *
Alex W. Hart (13)........................ 400 *
All current executive officers and
directors as a group (12 persons) (14).. 1,196,279 4.7
</TABLE>
- --------
* Less than 1%

(1) Based upon a total of 25,350,906 shares of Common Stock outstanding as of
March 26, 1999. Unless otherwise indicated below, the persons and
entities named in the table have sole voting and sole investment power
with respect to all shares beneficially owned, subject to community
property laws where applicable. Shares of Common Stock subject to options
that are currently exercisable or exercisable within 60 days of March 26,
1999 are deemed to be outstanding and to be beneficially owned by the
person holding such options for the purpose of computing the percentage
ownership of such person but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

(2) Based upon a Schedule 13G dated February 11, 1999, indicating that
Capital Research and Management Company ("CRMC") has sole dispositive
power with respect to 3,409,400 shares of Common Stock. Includes
1,668,500 shares held by SMALLCAP World Fund, Inc. The address of CRMC is
333 South Hope Street, Los Angeles, California 90071.

(3) Based upon a Schedule 13G dated January 28, 1999, indicating that
Franklin Resources, Inc. ("Franklin") may be deemed to have beneficial
ownership of 2,042,430 shares. Includes 2,025,950 shares held by Franklin
Advisors, Inc. The address of Franklin is 777 Mariners Island Boulevard,
San Mateo, California 94404.

(4) Includes 80,037 shares of Common Stock held of record by the Robert L.
North & Dixie L. North Revocable Inter Vivos Trust, of which Mr. North is
a trustee. Also includes 362,469 shares of Common Stock subject to
options exercisable within 60 days of March 26, 1999. Mr. North is the
President and Chief Executive Officer and a director of HNC.

(5) These shares of Common Stock are subject to options exercisable within 60
days of March 26, 1999. Mr. Thomas is Vice President, Finance and
Administration, Chief Financial Officer and Secretary of HNC.

(6) Includes 30,000 shares of Common Stock subject to options exercisable
within 60 days of March 26, 1999. Mr. Chandler is a director of HNC.

(7) Includes 34,167 shares of Common Stock held of record by the Thiemann
Family Trust dated July 1, 1996, of which Mr. Thiemann is a trustee,
6,000 shares held directly by Mr. Thiemann and 25,000 shares subject to
options exercisable within 60 days of March 26, 1999. Mr. Thiemann is the
President of HNC Financial Solutions.

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<PAGE>

(8) Includes 62,500 shares of Common Stock subject to options exercisable
within 60 days of March 26, 1999. Mr. Buchanan is the President of HNC
Retek Retail Solutions.

(9) Represents 21,500 shares of Common Stock held of record by the Gaylord
Family Trust UTD 12/31/93, Charles H. Gaylord, Jr. and Lynn M. Gaylord
trustees, and 30,000 shares of Common Stock subject to options
exercisable within 60 days of March 26, 1999. Mr. Gaylord is a director
of HNC.

(10) Includes 41,250 shares of Common Stock subject to options exercisable
within 60 days of March 26, 1999. Mr. Mutch is the President of HNC
Insurance Solutions.

(11) These shares of Common Stock are subject to options exercisable within 60
days of March 26, 1999. Mr. Curme is a director of HNC. He is not
standing for re-election to the Board at the Meeting.

(12) Includes 7,500 shares of Common Stock subject to options exercisable
within 60 days of March 26, 1999. Mr. Farb is a director of HNC.

(13) Mr. Hart is a director of HNC.

(14) Includes 737,469 shares of Common Stock subject to options exercisable
within 60 days of March 26, 1999, including the options described in
footnotes (4) through (12). The current executive officers are Messrs.
North, Thomas, Thiemann, Buchanan, Mutch, Todd W. Gutschow, co-founder
and Vice President of HNC Telecommunications Solutions, and Kenneth J.
Saunders, Vice President, Corporate Controller and Principal Accounting
Officer.

17
<PAGE>

EXECUTIVE OFFICERS

The names, ages and positions of the Company's executive officers as of
March 26, 1999 are as follows:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Robert L. North............. 63 President and Chief Executive Officer
Raymond V. Thomas........... 56 Vice President, Finance and Administration,
Chief Financial Officer and Secretary
John Mutch.................. 42 President, HNC Insurance Solutions
Todd W. Gutschow............ 38 Co-founder and Vice President, HNC
Telecommunications Solutions
Michael A. Thiemann......... 42 President, HNC Financial Solutions
John Buchanan............... 42 President, HNC Retek Retail Solutions
Kenneth J. Saunders......... 37 Vice President, Corporate Controller and
Principal Accounting Officer
</TABLE>

Mr. Thomas has been Vice President, Finance and Administration and Chief
Financial Officer of the Company since February 1995 and Secretary of the
Company since May 1995. From May 1993 to February 1995, he served as Executive
Vice President and Chief Financial Officer of Golden Systems, Inc., a power
supply manufacturer, and from September 1994 to February 1995 he also served
as Chief Operating Officer. From April 1991 to May 1993, Mr. Thomas served as
Senior Vice President of Finance and Administration and Chief Financial
Officer of Vitesse Semiconductor Corporation, a semiconductor manufacturer.
Mr. Thomas holds a Bachelor of Science degree in Industrial Management from
Purdue University and attended the Wharton School of Business at the
University of Pennsylvania.

Mr. Mutch joined the Company in July 1997. He has served as President of HNC
Insurance Solutions since September 1998. He was also Vice President,
Marketing, from July 1997 to September 1998. He was a founder of MVenture
Holdings, Inc., a private equity fund that invests in start-up technology
companies, and served as a General Partner from June 1994 to July 1997. From
December 1986 to June 1997, Mr. Mutch held a variety of positions with
Microsoft Corporation, including Director of Organization Marketing. He holds
a Bachelor of Science degree in Applied Economics from Cornell University and
a Masters degree in Business Administration from the University of Chicago.

Mr. Gutschow is a co-founder of the Company and has served as Vice
President, HNC Telecommunications Solutions since September 1998. He served as
Vice President, Technology Development of the Company from October 1990 to
September 1998. He was also Secretary of the Company from January 1993 to May
1995. Mr. Gutschow holds a Bachelor of Arts degree in Physics from Harvard
University and attended the University of California at San Diego.

Mr. Thiemann joined the Company in June 1989. He has served as President of
HNC Financial Solutions since May 1998. He ran the Company's Aptex text
analysis division from January 1996 to September 1996 and served as President
and Chief Executive Officer of Aptex Software Inc. from September 1996 to July
1998. From May 1993 to January 1996, he served as Executive Vice President,
Sales and Marketing of the Company. He

18
<PAGE>

also served as the Company's Executive Vice President and General Manager,
Decision Systems from January 1993 to May 1993, Vice President and General
Manager, Decision Systems from February 1990 to January 1993 and Vice
President, New Business Development from June 1989 to February 1990. Mr.
Thiemann holds a Bachelor of Arts degree in Art, a Bachelor of Science degree
in Electrical Engineering and a Masters degree in Electrical Engineering from
Stanford University and a Masters degree in Business Administration from
Harvard University.

Mr. Buchanan is President of HNC Retek Retail Solutions ("Retek"). He has
served as President of Retek since it was acquired by the Company in November
1996, and before that since February 1993. Mr. Buchanan holds a Bachelor of
Commerce degree in Finance and Computer Systems from the University of Otago,
New Zealand.

Mr. Saunders has served as Vice President, Corporate Controller and
Principal Accounting Officer since January 1999. From June 1998 to January
1999, he served as Corporate Controller and from January 1997 to June 1998, he
served as Treasurer. Prior to joining the Company, Mr. Saunders was employed
with Risk Data Corporation, a developer of software solutions for the
workmen's compensation industry, where he served most recently as Chief
Financial Officer. In August 1996, HNC acquired Risk Data Corporation. Mr.
Saunders holds a Bachelor of Science degree in Accounting from Widener
University.

19
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded, earned or paid for
services rendered in all capacities to HNC and its subsidiaries during each of
1996, 1997 and 1998 to (i) HNC's Chief Executive Officer and (ii) HNC's four
other most highly compensated executive officers who were serving as executive
officers at the end of 1998 (the "Named Executive Officers"). This information
includes the dollar values of base salaries and bonus awards, the number of
shares subject to stock options granted and certain other compensation, if
any, whether paid or deferred. HNC does not grant stock appreciation rights
and has no long-term compensation benefits other than stock options.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------- ------------
Securities
Other Annual Underlying
Name and Principal Position Year Salary Bonus Compensation (1) Options
- --------------------------- ---- -------- -------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Robert L. North............................. 1998 $265,000 $125,125 $1,316 50,000
President and Chief Executive Officer 1997 196,008 40,425 4,763 70,000
1996 175,000 85,700 4,472 70,000

Raymond V. Thomas........................... 1998 156,250 59,904 805 20,000
Vice President, Finance and Administration, 1997 129,584 25,550 729 20,000
Chief Financial Officer and Secretary 1996 125,004 42,400 438 20,000

Michael A. Thiemann......................... 1998 191,640 78,174(2) 824 100,000
President, HNC Financial Solutions 1997 151,591 114,153(2) 1,919 --
1996 146,667 109,170(2) 1,799 --

John Mutch.................................. 1998 176,731 30,000 10,782(3) 145,000
President, HNC Insurance Solutions 1997 67,020 18,013 302 --
1996 -- -- -- --

John Buchanan............................... 1998 200,000 100,000 1,878 30,000
President, HNC Retek Retail Solutions 1997 150,000 90,000 1,878 --
1996 12,500 -- -- 110,000
</TABLE>
- --------
(1) Unless otherwise indicated below, represents premiums for group term life
and disability insurance.

(2) Includes commissions.

(3) Represents premiums for group term life insurance and disability insurance
in the amount of $971 and housing rent of $9,811.

20
<PAGE>

The following table sets forth further information regarding option grants
during 1998 to each of the Named Executive Officers. In accordance with the
rules of the SEC, the table sets forth the hypothetical gains or "option
spreads" that would exist for the options at the end of their respective ten-
year terms. These gains are based on assumed rates of annual compound stock
price appreciation of 5% and 10% from the date the option was granted to the
end of the option term.

Option Grants in 1998

<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of Percentage of Annual Rates of Stock
Securities Total Options Price Appreciation
Underlying Granted to for Option Term (2)
Options Employees in Exercise Price Expiration ---------------------
Name Granted (1) 1998 Per Share Date 5% 10%
---- ----------- ------------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert L. North......... 50,000 1.5% $32.69 2/25/08 $1,027,850 $2,604,773
Raymond V. Thomas....... 20,000 0.6 32.00 2/23/08 402,493 1,019,995
Michael A. Thiemann..... 100,000 3.0 35.50 5/21/08 2,232,576 5,657,786
John Mutch.............. 100,000 3.0 34.50 9/4/08 2,169,686 5,498,411
45,000 1.4 32.00 2/23/08 905,608 2,294,989
John Buchanan........... 30,000 0.9 32.00 2/23/08 603,739 1,529,993
</TABLE>
- --------
(1) The options shown in the table were granted at fair market value, are
incentive stock options (to the extent permitted under the Code) and will
expire ten years from the date of grant, subject to earlier termination
upon termination of the optionee's employment. In January 1999, certain of
the Named Executive Officers were granted options to purchase shares of
Common Stock as follows: Robert L. North, 50,000; Raymond V. Thomas,
20,000; and John Buchanan, 30,000. In March 1999, John Mutch and Michael
Thiemann were each granted an option to purchase 40,000 shares. All
options were granted at fair market value and will expire ten years from
the date of grant, subject to earlier termination upon termination of
optionee's employment.

(2) The 5% and 10% assumed annual compound rates of stock price appreciation
are mandated by the rules of the SEC and do not represent HNC's estimate
or projection of future Common Stock prices or values.

The following table sets forth certain information concerning the exercise
of options by each of the Named Executive Officers during 1998, including the
aggregate amount of gains on the date of exercise. In addition, the table
includes the number of shares covered by both exercisable and unexercisable
stock options as of December 31, 1998. Also reported are values of "in-the-
money" options that represent the positive spread between the respective
exercise prices of outstanding stock options and $40.438 per share, which was
the closing price of HNC's Common Stock as reported on the Nasdaq National
Market on December 31, 1998, the last day of trading for 1998.

Aggregate Option Exercises in 1998 and Year-End Values

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Year-End at Year-End (2)
Acquired on Value ------------------------- -------------------------
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. North......... 20,000 $741,413 317,878 147,122 $11,264,379 $1,588,666
Raymond V. Thomas....... 8,000 300,000 95,416 59,584 3,430,934 779,456
Michael A. Thiemann..... -- -- -- 100,000 -- 493,800
John Mutch.............. -- -- 30,000 235,000 95,640 1,260,430
John Buchanan........... -- -- 55,000 85,000 546,590 799,730
</TABLE>
- --------
(1) "Value Realized" represents the fair market value of the shares of Common
Stock underlying the option on the date of exercise less the aggregate
exercise price of the option.

(2) These values, unlike the amounts set forth in the column entitled "Value
Realized," have not been, and may never be, realized and are based on the
positive spread between the respective exercise prices of outstanding
options and $40.438, the closing price of HNC's Common Stock on December
31, 1998, the last day of trading for 1998.

21
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee currently consists of Messrs. Curme and Gaylord,
neither of whom has any interlocking relationships as defined by the SEC. Mr.
Curme is not standing for re-election to the Board at the Meeting and,
therefore, will no longer sit on the Compensation Committee after the Meeting.

REPORT ON EXECUTIVE COMPENSATION

Decisions regarding executive compensation and stock option grants to
executives are made by the Compensation Committee of the Board (the
"Committee"). The Committee is composed of two independent non-employee
directors, neither of whom has any interlocking relationships as defined by
the SEC. Although Mr. North and Mr. Thomas attend some of the meetings of the
Committee, they do not participate in deliberations that relate to their own
compensation.

General Compensation Policy

The Committee acts on behalf of the Board to establish the general
compensation policy of the Company for all employees of the Company. The
Committee typically reviews base salary levels and target bonuses for the
Chief Executive Officer ("CEO") and other executive officers and employees of
the Company at or about the beginning of each year. The Committee administers
the Company's incentive and equity plans, including the Incentive Plan, 1998
Option Plan and the Stock Purchase Plan.

The Committee's philosophy in compensating executive officers, including the
CEO, is to relate compensation directly to corporate performance. Thus, the
Company's compensation policy, which applies to executive officers and other
key employees of the Company, relates a portion of each individual's total
compensation to the Company's revenue and profit objectives as well as
individual objectives set forth at the beginning of the year. Consistent with
this policy, a designated portion of the compensation of the executive
officers of the Company is contingent on corporate performance and, in the
case of certain executive officers, is also based on the individual officer's
performance, as determined by the Committee in its discretion. Long-term
equity incentives for executive officers are effected through the granting of
stock options. Stock options have value for the executive only if the price of
the Company's stock increases above the fair market value on the grant date
and the executive remains in the Company's employ for the period required for
the options to vest.

The base salaries, incentive compensation and stock option grants of the
executive officers are determined by the Committee. The determination is based
in part on the Committee's review of the Radford Executive Compensation Report
(the "Radford Study"), the American Electronics Association Executive
Compensation Survey for Electronics and Information Technology Companies and
certain other surveys of prevailing compensation practices among high-
technology companies with whom the Company competes for executive talent. The
Committee evaluates such information in connection with the Company's
corporate goals. These surveys are nationally known for their data bases of
high technology company compensation practices. The Radford Survey itself
includes over 500 high technology companies. To this end, the Committee
attempts to compare the compensation of the Company's executive officers with
comparable survey positions and the compensation practices of comparable
companies to determine base salary, target bonuses and target total cash
compensation. In addition to their base salaries, the Company's executive
officers, including the CEO, are each eligible to receive cash bonuses and
option grants.

In preparing the performance graph for this Proxy Statement, the Company
used the Hambrecht & Quist Technology Index ("H&Q Index") as its published
line of business index. The companies in the Radford Survey are substantially
similar to the companies contained in the H&Q Index. Nevertheless, certain of
the companies in the H&Q Index were not included in the Radford Survey and
were not included in the Company's other salary surveys because they were not
determined to be competitive with the Company for executive talent or because
compensation information was not available.

22
<PAGE>

This competitive market information is reviewed by the Committee with the
Chief Executive Officer for each executive level position and within the
Committee as to the Chief Executive Officer. In addition, each executive
officer's performance for the last year and objectives for the subsequent year
are viewed, together with such executive officer's responsibility level and
the Company's fiscal performance versus objectives and potential performance
targets for the subsequent year.

1998 Executive Compensation

Base Compensation. The foregoing information was presented to the Committee
in February 1998. The Committee reviewed the recommendations and performance
and market data outlined above and established a base salary level to be
effective February 16, 1998 for each executive officer.

Incentive Compensation. Cash bonuses are awarded to the extent that an
executive officer has achieved predetermined individual objectives and the
Company has met predetermined revenue and profit objectives set by the Board
at the beginning of the year. The CEO's subjective judgment of executives'
performance (other than his own) is taken into account in determining whether
those individual objectives have been satisfied. Performance is measured at
the end of the year. For 1998, the bases of target incentive compensation for
executive officers were Company revenues and profits, ranging from
approximately 60% to 100% of an individual's target incentive compensation,
with the balance, if any, based on individual objectives, depending on the
individual executive. The targets and actual bonus payments are determined by
the Committee, in its discretion.

Stock Options. Stock options are an essential element of the Company's
executive compensation package. The Committee believes that equity-based
compensation in the form of stock options links the interests of management
and stockholders by focusing employees and management on increasing
stockholder value. The actual value of such equity-based compensation depends
entirely on appreciation of the Company's stock. Approximately 100% of the
Company's full-time employees are granted employee stock options.

In 1998, stock options were granted to certain executive officers to aid in
the retention of executive officers and to align their interests with those of
the stockholders. See "Executive Compensation--Option Grants in 1998." Stock
options typically have been granted to executive officers when the executive
first joins the Company, in connection with a significant change in
responsibilities and, occasionally, to achieve equity within a peer group. The
Committee may, however, grant additional stock options to executives for other
reasons. The number of shares subject to each stock option granted is within
the discretion of the Committee and is based on anticipated future
contribution and ability to impact corporate and/or business unit results,
past performance or consistency within the executive's peer group. In the
discretion of the Committee, executive officers may also be granted stock
options to provide greater incentives to continue their employment with the
Company and to strive to increase the value of the Company's Common Stock. In
1998, as part of an annual review of the stock options held by executive
officers and managers, the Committee considered these factors, as well as the
number of options held by such executive officers as of the date of grant that
remained unvested. The stock options generally become exercisable over a four-
year period and are granted at a price that is equal to the fair market value
of the Company's Common Stock on the date of grant.

For 1999, the Committee will be considering whether to grant future options
to executive officers based on the factors described above, with particular
attention to the Company-wide management objectives and the executive
officers' success in obtaining specific individual financial and operational
objectives established or to be established for 1999, to the Company's revenue
and profit expectations and to the number of options currently held by the
executive officers that remain unvested.

Company Performance and CEO Compensation. The Committee makes a
recommendation to the full Board regarding the base salary and incentive
compensation of the CEO. The Board accepted the Committee's recommendation for
Mr. North's cash compensation for 1998. Effective in February 1998, Mr.
North's base salary increased to $275,000. Based upon the criteria set forth
under the discussion of Incentive Compensation

23
<PAGE>

above, the Committee awarded Mr. North incentive compensation of $125,125 for
1998. This bonus figure represents approximately 91% of the target bonus for
Mr. North for 1998. All of Mr. North's incentive compensation was based upon
obtaining and surpassing corporate operating revenue and profit objectives and
performance relative to individual goals. These objectives included
satisfactorily managing the Company's overall corporate business plan, such as
meeting the Company's profitability projections and the Company's sales
targets and significantly strengthening the Company's market position. As an
additional incentive to Mr. North to achieve the objectives established by the
Committee for 1998, in February 1998, the Committee exercised its discretion
and granted Mr. North a stock option to purchase 50,000 shares of the
Company's Common Stock to become exercisable as to 25% of the shares
underlying such stock option for each full year following the date of grant
that Mr. North renders services to the Company. In granting the stock option
to Mr. North, the Committee reviewed Mr. North's prior outstanding option
grants, the number of options that remained unexercisable, the number of
shares Mr. North already owned as of the date the option was granted and the
Company's performance in 1997. The Committee believes that this grant was
appropriate because it provided the proper incentive to Mr. North for 1998 and
beyond and takes account of his prior significant stock holdings. The
Committee reviewed the compensation practices of comparable companies in
making this award to Mr. North.

Compliance with Section 162(m) of the Code. The Company intends to comply
with the requirements of Section 162(m) of the Code for 1998. The Incentive
Plan is already in compliance with Section 162(m) by limiting stock awards to
named executive officers. The Company does not expect cash compensation for
1999 to any of its executive officers to be in excess of $1,000,000 or
consequently affected by the requirements of Section 162(m).

COMPENSATION COMMITTEE

Oliver D. Curme
Charles H. Gaylord, Jr.

24
<PAGE>

COMPANY STOCK PRICE PERFORMANCE

The stock price performance graph below is required by the SEC and shall not
be deemed to be incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or under the Exchange Act, except to the
extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed soliciting material or filed
under such Acts.

The graph below compares the cumulative total stockholder return on the
Common Stock of the Company from June 20, 1995 (the effective date of the
Company's registration statement with respect to the Company's initial public
offering) to December 31, 1998 with the cumulative total return on the Nasdaq
Stock Market--U.S. Index and the H&Q Technology Index over the same period
(assuming the investment of $100 in the Common Stock of Company and in each of
the other indices on the date of the Company's initial public offering, and
reinvestment of all dividends).

The comparisons in the graph below are based on historical data and are not
intended to forecast the possible future performance of the Company's Common
Stock.

[PERFORMANCE GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
Nasdaq Stock
Market--
HNC Software Inc. U.S. Index H&Q Technology Index
------------------ ---------------- -----------------------
Market Investment Investment Investment
Price Value Index Value Index Value
------- ---------- ----- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
06/20/95............ $ 7.000 $100.00 303.8 $100.00 789.9 $ 100.00
12/31/95............ $23.875 $341.05 345.9 $113.84 836.8 $ 105.94
12/31/96............ $31.250 $446.40 425.3 $139.99 1,040.0 $ 131.67
12/31/97............ $43.000 $614.25 521.1 $171.51 1,219.3 $ 154.37
12/31/98............ $40.438 $577.68 734.3 $241.68 1896.6 $ 240.11
</TABLE>

25
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From January 1, 1998 to the present, there are no currently proposed
transactions in which the amount involved exceeds $60,000 to which the Company
or any of its subsidiaries was (or is to be) a party and in which any
executive officer, director, 5% beneficial owner of the Company's Common Stock
or member of the immediate family of any of the foregoing persons had (or will
have) a direct or indirect material interest, except for payments set forth
under "Executive Compensation" above and the transactions described below.

In March 1998, Dr. Robert L. Kaaren and Michael Munayyer (as Trustee of the
Michael Munayyer Trust dated August 11, 1995), former officers of a subsidiary
of HNC, each sold 1,192,500 shares of Common Stock in an underwritten public
offering.

On December 18, 1998, the Company repurchased from Michael A. Thiemann a
total of 625,000 shares of the common stock of Aptex Software Inc. ("Aptex")
for a purchase price of $3,281,250. Aptex was a partially owned subsidiary of
the Company formed in 1996 to exploit certain text analysis technology. Aptex
employees (including Mr. Thiemann) held a minority equity interest in Aptex in
the form of Aptex common stock and Aptex stock options. The repurchase of Mr.
Thiemann's shares was effected in connection with the Company's repurchase of
all of the outstanding stock of Aptex and Mr. Thiemann received the same price
for his Aptex shares as did each other Aptex shareholder. Mr. Thiemann had
originally owned 1,000,000 shares of Aptex common stock, but in July 1998,
when Mr. Thiemann left Aptex to become President of HNC Financial Solutions
Group, Aptex repurchased a total of 375,000 of these shares for a total price
of $11,250, paid in cash, pursuant to vesting provisions in Mr. Thiemann's
stock purchase agreement with Aptex.

In March 1999, the Company invested approximately $2,000,000 in Qpass Inc.,
a Washington corporation ("Qpass") to purchase shares of Qpass preferred stock
and preferred stock purchase warrants. Qpass is engaged in the business of
acting as a billing aggregation clearinghouse for retail transactions on the
Internet and is also developing certain other electronic commerce applications
of interest to the Company. The Company's Financial Solutions and Internet
Solutions business units are exploring a strategic product development
alliance with Qpass in conjunction with the investment. Alex W. Hart, a member
of the Board, is an independent consultant to Qpass and holds options to
purchase shares of Qpass stock.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the Company's 2000
Annual Meeting of Stockholders must be received by the Company at its
principal executive offices no later than December 18, 1999 in order to be
included in the Company's Proxy Statement and form of proxy relating to that
meeting. Stockholders wishing to bring a proposal before the 2000 Annual
Meeting of Stockholders (but not include it in the Company's proxy materials)
must provide written notice of such proposal to the Secretary of the Company
at the principal executive offices of the Company by March 21, 2000. In
addition, stockholders must comply with the procedural requirements in the
Company's Bylaws, a copy of which may be obtained from the Company. The Bylaws
are also on file with the SEC.

26
<PAGE>

COMPLIANCE UNDER SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16 of the Exchange Act requires the Company's directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports
of changes in ownership with the SEC. Such persons are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors
of the Company, the Company believes that all Section 16(a) filing
requirements were met during 1998, except that Oliver Curme filed six late
Form 4s to report a total of twelve transactions and Thomas Farb filed one
late Form 4 to report a total of four transactions.

OTHER BUSINESS

The Board does not presently intend to bring any other business before the
Meeting, and, so far as is known to the Board, no matters are to be brought
before the Meeting except as specified in the notice of the Meeting. As to any
business that may properly come before the Meeting, however, it is intended
that proxies, in the form enclosed, will be voted in respect thereof in
accordance with the judgment of the persons voting such proxies.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING.

27
<PAGE>

HNC SOFTWARE INC.

1995 EQUITY INCENTIVE PLAN

As Adopted May 4, 1995
As Amended January 11, 1996 (effective as of July 27, 1995), December 6, 1996,
November 25, 1997, May 21, 1998, November 20, 1998 and May __, 1999

1. PURPOSE. The purpose of this Plan is to provide incentives to
-------
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent,
Subsidiaries and Affiliates, by offering them an opportunity to participate in
the Company's future performance through awards of Options, Restricted Stock and
Stock Bonuses. Capitalized terms not defined in the text are defined in Section
23.

2. SHARES SUBJECT TO THE PLAN.
--------------------------

2.1 Number of Shares Available. Subject to Sections 2.2 and 18,
--------------------------
the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 7,250,000/1/ Shares plus any Shares that are made
available for grant and issuance under this Plan pursuant to the following
sentence. Any Shares remaining unissued under the 1987 Stock Option Plan
adopted by HNC Software Inc., a California corporation that is the Company's
predecessor (the "Prior Plan") on the Effective Date (as defined below) and any
Shares issuable upon exercise of options granted pursuant to the Prior Plan that
expire or become unexercisable for any reason without having been exercised in
full, will no longer be available for grant and issuance under the Prior Plan,
but will also be available for grant and issuance under this Plan. Subject to
Sections 2.2 and 18, Shares that: (a) are subject to issuance upon exercise of
an Option but cease to be subject to such Option for any reason other than
exercise of such Option; (b) are subject to an Award granted hereunder but are
forfeited or are repurchased by the Company at the original issue price; or (c)
are subject to an Award that otherwise terminates without Shares being issued;
will again be available for grant and issuance in connection with future Awards
under this Plan. At all times the Company shall reserve and keep available a
sufficient number of Shares as shall be required to satisfy the requirements of
all outstanding Options granted under this Plan and all other outstanding but
unvested Awards granted under this Plan.

2.2 Adjustment of Shares. In the event that the number of
--------------------
outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the
Company and compliance with applicable securities laws; provided, however, that
-------- -------
fractions of a Share will not be issued but will either be replaced by a cash
payment equal to the Fair Market Value of such fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee.

3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted
-----------
only to employees (including officers and directors who are also employees) of
the Company or of a Parent or Subsidiary of the Company. All other Awards may
be granted to employees, officers, directors, consultants, independent
contractors and advisors of the Company or any Parent, Subsidiary or Affiliate
of the Company; provided such consultants, contractors and advisors render bona
--------
fide services not in connection with the offer and sale of securities in a
capital-

- ------------------------
/1/ Adjusted to reflect (i) the 2-for-1 split of the Company's capital stock
effected in April 1996; (ii) the authorization of 1,500,000 additional
shares of Common Stock for issuance under the Plan approved by the
Company's stockholders on December 6, 1996; (iii) the authorization of
750,000 additional shares of Common Stock for issuance under the Plan
approved by the Company's stockholders on November 25, 1997; (iv) the
authorization of 1,000,000 additional shares of Common Stock for issuance
under the Plan approved by the Company's stockholders on May 21, 1998; (v)
the authorization of 700,000 additional shares of Common Stock for issuance
under the Plan approved by the Company's stockholders on November 20, 1998;
and (vi) the authorization of 2,000,000 additional shares of Common Stock
for issuance under the Plan approved by the Company's stockholders on May
__, 1999.
<PAGE>

raising transaction. No person will be eligible to receive more than 500,000/2/
Shares in any calendar year under this Plan pursuant to the grant of Awards
hereunder, other than new employees of the Company or of a Parent, Subsidiary or
Affiliate of the Company (including new employees who are also officers and
directors of the Company or any Parent, Subsidiary or Affiliate of the Company)
who are eligible to receive up to a maximum of 700,000/3/ Shares in the calendar
year in which they commence their employment. A person may be granted more than
one Award under this Plan.

4. ADMINISTRATION.
--------------

4.1 Committee Authority. This Plan will be administered by the
-------------------
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan.
Without limitation, the Committee will have the authority to:

(a) construe and interpret this Plan, any Award Agreement and any
other agreement or document executed pursuant to this Plan;

(b) prescribe, amend and rescind rules and regulations relating to
this Plan;

(d) determine the form and terms of Awards;

(e) determine the number of Shares or other consideration subject to
Awards;

(f) determine whether Awards will be granted singly, in combination with,
in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or any other incentive or compensation plan of the
Company or any Parent, Subsidiary or Affiliate of the Company;

(g) grant waivers of Plan or Award conditions;

(h) determine the vesting, exercisability and payment of Awards;

(i) correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Award or any Award Agreement;

(j) determine whether an Award has been earned; and

(k) make all other determinations necessary or advisable for the
administration of this Plan.

4.2 Committee Discretion. Any determination made by the Committee
--------------------
with respect to any Award will be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of this Plan
or Award, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award under this Plan.
The Committee may delegate to one or more officers of the Company the authority
to grant an Award under this Plan to Participants who are not Insiders of the
Company.

4.3 Exchange Act Requirements. If two or more members of the Board
-------------------------
are Outside Directors, the Committee will be comprised of at least two (2)
members of the Board, all of whom are Outside Directors and Disinterested
Persons. During all times that the Company is subject to Section 16 of the
Exchange

- ----------------------
/2/ Adjusted to reflect the 2-for-1 split of the Company's capital stock
effected in April 1996.

/3/ Adjusted to reflect the 2-for-1 split of the Company's capital stock
effected in April 1996.

-2-
<PAGE>

Act, the Company will take appropriate steps to comply with the disinterested
administration requirements of Section 16(b) of the Exchange Act, which will
consist of the appointment by the Board of a Committee consisting of not less
than two (2) members of the Board, each of whom is a Disinterested Person.

5. OPTIONS. The Committee may grant Options to eligible persons and will
-------
determine whether such Options will be Incentive Stock Options within the
meaning of the Code ("ISOs") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

5.1 Form of Option Grant. Each Option granted under this Plan will
--------------------
be evidenced by an Award Agreement which will expressly identify the Option as
an ISO or an NQSO ("Stock Option Agreement"), and will be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

5.2 Date of Grant. The date of grant of an Option will be the date
-------------
on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

5.3 Exercise Period. Options will be exercisable within the times
---------------
or upon the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
-------- -------
exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or
----------------
by attribution owns more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any Parent or Subsidiary of
the Company ("Ten Percent Stockholder") will be exercisable after the expiration
of five (5) years from the date the ISO is granted. The Committee also may
provide for the exercise of Options to become exercisable at one time or from
time to time, periodically or otherwise, in such number of Shares or percentage
of Shares as the Committee determines.

5.4 Exercise Price. The Exercise Price of an Option will be
--------------
determined by the Committee when the Option is granted and may be not less than
100% of the Fair Market Value of the Shares on the date of grant; provided that:
the Exercise Price of any ISO granted to a Ten Percent Shareholder will not be
less than 110% of the Fair Market Value of the Shares on the date of grant.
Payment for the Shares purchased may be made in accordance with Section 8 of
this Plan.

5.5 Method of Exercise. Options may be exercised only by delivery to
------------------
the Company of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

5.6 Termination. Notwithstanding the exercise periods set forth in
-----------
the Stock Option Agreement, exercise of an Option will always be subject to the
following:

(a) If the Participant is Terminated for any reason except death or
Disability, then the Participant may exercise such Participant's
Options only to the extent that such Options would have been
exercisable upon the Termination Date no later than three (3) months
after the Termination Date (or such shorter or longer time period not
exceeding five (5) years as may be determined by the Committee, with
any exercise beyond three (3) months

-3-
<PAGE>

after the Termination Date deemed to be an NQSO), but in any event, no
later than the expiration date of the Options.

(b) If the Participant is Terminated because of Participant's death or
Disability (or the Participant dies within three (3) months after a
Termination other than because of Participant's death or disability),
then Participant's Options may be exercised only to the extent that
such Options would have been exercisable by Participant on the
Termination Date and must be exercised by Participant (or
Participant's legal representative or authorized assignee) no later
than twelve (12) months after the Termination Date (or such shorter or
longer time period not exceeding five (5) years as may be determined
by the Committee, with any such exercise beyond (a) three (3) months
after the Termination Date when the Termination is for any reason
other than the Participant's death or Disability, or (b) twelve (12)
months after the Termination Date when the Termination is for
Participant's death or Disability, deemed to be an NQSO), but in any
event no later than the expiration date of the Options.

5.7 Limitations on Exercise. The Committee may specify a reasonable
-----------------------
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent Participant from exercising
the Option for the full number of Shares for which it is then exercisable.

5.8 Limitations on ISOs. The aggregate Fair Market Value (determined
-------------------
as of the date of grant) of Shares with respect to which ISOs are exercisable
for the first time by a Participant during any calendar year (under this Plan or
under any other incentive stock option plan of the Company or any Affiliate,
Parent or Subsidiary of the Company) will not exceed $100,000. If the Fair
Market Value of Shares on the date of grant with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year exceeds
$100,000, then the Options for the first $100,000 worth of Shares to become
exercisable in such calendar year will be ISOs and the Options for the amount in
excess of $100,000 that become exercisable in that calendar year will be NQSOs.
In the event that the Code or the regulations promulgated thereunder are amended
after the Effective Date of this Plan to provide for a different limit on the
Fair Market Value of Shares permitted to be subject to ISOs, such different
limit will be automatically incorporated herein and will apply to any Options
granted after the effective date of such amendment.

5.9 Modification, Extension or Renewal. The Committee may modify,
----------------------------------
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
- -------- -------
Exercise Price that would be permitted under Section 5.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price.

5.10 No Disqualification. Notwithstanding any other provision in this
-------------------
Plan, no term of this Plan relating to ISOs will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company
----------------
to sell to an eligible person Shares that are subject to restrictions. The
Committee will determine to whom an offer will be made, the number of Shares the
person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

6.1 Form of Restricted Stock Award. All purchases under a Restricted
------------------------------
Stock Award made pursuant to this Plan will be evidenced by an Award Agreement
("Restricted Stock Purchase Agreement")

-4-
<PAGE>

that will be in such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply with and be
subject to the terms and conditions of this Plan. The offer of Restricted Stock
will be accepted by the Participant's execution and delivery of the Restricted
Stock Purchase Agreement and full payment for the Shares to the Company within
thirty (30) days from the date the Restricted Stock Purchase Agreement is
delivered to the person. If such person does not execute and deliver the
Restricted Stock Purchase Agreement along with full payment for the Shares to
the Company within thirty (30) days, then the offer will terminate, unless
otherwise determined by the Committee.

6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a
--------------
Restricted Stock Award will be determined by the Committee and will be at least
100% of the Fair Market Value of the Shares on the date the Restricted Stock
Award is granted. Payment of the Purchase Price may be made in accordance with
Section 8 of this Plan.

6.3 Restrictions. Restricted Stock Awards will be subject to such
------------
restrictions (if any) as the Committee may impose. The Committee may provide for
the lapse of such restrictions in installments and may accelerate or waive such
restrictions, in whole or part, based on length of service, performance or such
other factors or criteria as the Committee may determine.

7. STOCK BONUSES.
-------------

7.1 Awards of Stock Bonuses. A Stock Bonus is an award of Shares
-----------------------
(which may consist of Restricted Stock) for services rendered to the Company or
any Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may be
awarded for past services already rendered to the Company, or any Parent,
Subsidiary or Affiliate of the Company (provided that the Participant pays the
Company the par value of the Shares awarded by such Stock Bonus in cash)
pursuant to an Award Agreement (the "Stock Bonus Agreement") that will be in
such form (which need not be the same for each Participant) as the Committee
will from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. A Stock Bonus may be awarded upon satisfaction of
such performance goals as are set out in advance in the Participant's individual
Award Agreement (the "Performance Stock Bonus Agreement") that will be in such
form (which need not be the same for each Participant) as the Committee will
from time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. Stock Bonuses may vary from Participant to Participant
and between groups of Participants, and may be based upon the achievement of the
Company, Parent, Subsidiary or Affiliate and/or individual performance factors
or upon such other criteria as the Committee may determine.

7.2 Terms of Stock Bonuses. The Committee will determine the number
----------------------
of Shares to be awarded to the Participant and whether such Shares will be
Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of
performance goals pursuant to a Performance Stock Bonus Agreement, then the
Committee will determine: (a) the nature, length and starting date of any period
during which performance is to be measured (the "Performance Period") for each
Stock Bonus; (b) the performance goals and criteria to be used to measure the
performance, if any; (c) the number of Shares that may be awarded to the
Participant; and (d) the extent to which such Stock Bonuses have been earned.
Performance Periods may overlap and Participants may participate simultaneously
with respect to Stock Bonuses that are subject to different Performance Periods
and different performance goals and other criteria. The number of Shares may be
fixed or may vary in accordance with such performance goals and criteria as may
be determined by the Committee. The Committee may adjust the performance goals
applicable to the Stock Bonuses to take into account changes in law and
accounting or tax rules and to make such adjustments as the Committee deems
necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships.

7.3 Form of Payment. The earned portion of a Stock Bonus may be
---------------
paid currently or on a deferred basis with such interest or dividend equivalent,
if any, as the Committee may determine. Payment may be made in the form of
cash, whole Shares, including Restricted Stock, or a combination thereof, either
in a lump sum payment or in installments, all as the Committee will determine.

-5-
<PAGE>

7.4 Termination During Performance Period. If a Participant is
-------------------------------------
Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Stock Bonus only to the extent earned as of the date of Termination in
accordance with the Performance Stock Bonus Agreement, unless the Committee will
determine otherwise.

8. PAYMENT FOR SHARE PURCHASES.
---------------------------

8.1 Payment. Payment for Shares purchased pursuant to this Plan may
-------
be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:

(a) by cancellation of indebtedness of the Company to the Participant;

(b) by surrender of shares that either: (1) have been owned by Participant
for more than six (6) months and have been paid for within the meaning
of SEC Rule 144 (and, if such shares were purchased from the Company
by use of a promissory note, such note has been fully paid with
respect to such shares); or (2) were obtained by Participant in the
public market;

(c) by tender of a full recourse promissory note having such terms as may
be approved by the Committee and bearing interest at a rate sufficient
to avoid imputation of income under Sections 483 and 1274 of the Code;
provided, however, that Participants who are not employees or
-------- -------
directors of the Company will not be entitled to purchase Shares with
a promissory note unless the note is adequately secured by collateral
other than the Shares; provided, further, that the portion of the
-------- -------
Purchase Price equal to the par value of the Shares, if any, must be
paid in cash;

(d) by waiver of compensation due or accrued to the Participant for
services rendered; provided, further, that the portion of the
-------- -------
Purchase Price equal to the par value of the Shares, if any, must
be paid in cash;

(e) with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company's stock exists:

(1) through a "same day sale" commitment from the Participant and a
broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby the Participant
irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased to pay for the Exercise Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the Company; or

(2) through a "margin" commitment from the Participant and a NASD
Dealer whereby the Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer
in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company; or

(f) by any combination of the foregoing.

8.2 Loan Guarantees. The Committee may help the Participant pay for
---------------
Shares purchased under this Plan by authorizing a guarantee by the Company
of a third-party loan to the Participant.

9. WITHHOLDING TAXES.
-----------------

-6-
<PAGE>

9.1 Withholding Generally. Whenever Shares are to be issued in
---------------------
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such payment will be
net of an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

9.2 Stock Withholding. When, under applicable tax laws, a
-----------------
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be determined
(the "Tax Date"). All elections by a Participant to have Shares withheld for
this purpose will be made in writing in a form acceptable to the Committee and
will be subject to the following restrictions:

(a) the election must be made on or prior to the applicable Tax Date;

(b) once made, then except as provided below, the election will be
irrevocable as to the particular Shares as to which the election is
made;

(d) if the Participant is an Insider and if the Company is subject to
Section 16(b) of the Exchange Act: (1) the election may not be made
within six (6) months of the date of grant of the Award, except as
otherwise permitted by SEC Rule 16b-3(e) under the Exchange Act, and
(2) either (A) the election to use stock withholding must be
irrevocably made at least six (6) months prior to the Tax Date
(although such election may be revoked at any time at least six (6)
months prior to the Tax Date) or (B) the exercise of the Option or
election to use stock withholding must be made in the ten (10) day
period beginning on the third day following the release of the
Company's quarterly or annual summary statement of sales or earnings;
and

(e) in the event that the Tax Date is deferred until six (6) months after
the delivery of Shares under Section 83(b) of the Code, the
Participant will receive the full number of Shares with respect to
which the exercise occurs, but such Participant will be
unconditionally obligated to tender back to the Company the proper
number of Shares on the Tax Date.

10. PRIVILEGES OF STOCK OWNERSHIP.
-----------------------------

10.1 Voting and Dividends. No Participant will have any of the rights
--------------------
of a stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
--------
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
-------- -------
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's original Purchase Price pursuant to Section
12.

10.2 Financial Statements. The Company will provide financial
--------------------
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company will not be
-------- -------
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

-7-
<PAGE>

11. TRANSFERABILITY. Awards granted under this Plan, and any interest
---------------
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as consistent with the specific
Plan and Award Agreement provisions relating thereto. During the lifetime of
the Participant an Award will be exercisable only by the Participant, and any
elections with respect to an Award, may be made only by the Participant.

12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
----------------------
Company may reserve to itself and/or its assignee(s) in the Award Agreement (a)
a right of first refusal to purchase all Shares that a Participant (or a
subsequent transferee) may propose to transfer to a third party, and/or (b) a
right to repurchase a portion of or all Shares held by a Participant following
such Participant's Termination at any time within ninety (90) days after the
later of Participant's Termination Date and the date Participant purchases
Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at: (A) with respect to Shares that are "Vested" (as defined in
the Award Agreement), the higher of: (l) Participant's original Purchase Price,
or (2) the Fair Market Value of such Shares on Participant's Termination Date,
provided, that such right of repurchase (i) must be exercised as to all such
- --------
"Vested" Shares unless a Participant consents to the Company's repurchase of
only a portion of such "Vested" Shares and (ii) terminates when the Company's
securities become publicly traded; or (B) with respect to Shares that are not
"Vested" (as defined in the Award Agreement), at the Participant's original
Purchase Price, provided, that the right to repurchase at the original Purchase
Price lapses at the rate of at least 20% per year over five (5) years from the
date the Shares were purchased (or from the date of grant of options in the case
of Shares obtained pursuant to a Stock Option Agreement and Stock Option
Exercise Agreement), and if the right to repurchase is assignable, the assignee
must pay the Company, upon assignment of the right to repurchase, cash equal to
the excess of the Fair Market Value of the Shares over the original Purchase
Price.

13. CERTIFICATES. All certificates for Shares or other securities
------------
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
-------- -------
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
-----------------------------
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
----------------------------------------------
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system

-8-
<PAGE>

upon which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to:
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or
advisable. The Company will be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company will have no liability for any inability or failure to
do so.

17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
-----------------------
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.

18. CORPORATE TRANSACTIONS.
----------------------

18.1 Assumption or Replacement of Awards by Successor. In the event
------------------------------------------------
of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
----- ----
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company (other than any stockholder
which merges (or which owns or controls another corporation which merges) with
the Company in such merger) cease to own their shares or other equity interests
in the Company, (d) the sale of substantially all of the assets of the Company,
or (e) any other transaction which qualifies as a "corporate transaction" under
Section 424(a) of the Code wherein the stockholders of the Company give up all
of their equity interest in the Company (except for the acquisition, sale or
------
transfer of all or substantially all of the outstanding shares of the Company
from or by the stockholders of the Company), any or all outstanding Awards may
be assumed, converted or replaced by the successor corporation (if any), which
assumption, conversion or replacement will be binding on all Participants. In
the alternative, the successor corporation may substitute equivalent Awards or
provide substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Awards).
The successor corporation may also issue, in place of outstanding Shares of the
Company held by the Participant, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In the
event such successor corporation (if any) refuses to assume or substitute
Options, as provided above, pursuant to a transaction described in this
Subsection 18.1, such Options will expire on such transaction at such time and
on such conditions as the Board will determine.

18.2 Other Treatment of Awards. Subject to any greater rights granted
-------------------------
to Participants under the foregoing provisions of this Section 18, in the event
of the occurrence of any transaction described in Section 18.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."

18.3 Assumption of Awards by the Company. The Company, from time to
-----------------------------------
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
- -------
upon exercise of any such option will

-9-
<PAGE>

be adjusted appropriately pursuant to Section 424(a) of the Code). In the event
the Company elects to grant a new Option rather than assuming an existing
option, such new Option may be granted with a similarly adjusted Exercise Price.

19. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective
---------------------------------
on the date on which the registration statement filed by the Company with the
SEC under the Securities Act registering the initial public offering of the
Company's Common Stock is declared effective by the SEC (the "Effective Date");
provided, however, that if the Effective Date does not occur on or before
- -------- -------
December 31, 1995, this Plan will terminate as of December 31, 1995 having never
become effective. This Plan shall be approved by the stockholders of the Company
(excluding Shares issued pursuant to this Plan), consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted by
the Board. Upon the Effective Date, the Board may grant Awards pursuant to this
Plan; provided, however, that: (a) no Option may be exercised prior to initial
-------- -------
stockholder approval of this Plan; (b) no Option granted pursuant to an increase
in the number of Shares subject to this Plan approved by the Board will be
exercised prior to the time such increase has been approved by the stockholders
of the Company; and (c) in the event that stockholder approval of such increase
is not obtained within the time period provided herein, all Awards granted
hereunder will be canceled, any Shares issued pursuant to any Award will be
canceled, and any purchase of Shares hereunder will be rescinded. So long as the
Company is subject to Section 16(b) of the Exchange Act, the Company will comply
with the requirements of Rule 16b-3 (or its successor), as amended, with respect
to stockholder approval.

20. TERM OF PLAN. Unless earlier terminated as provided herein, this
------------
Plan will terminate ten (10) years from the date this Plan is adopted by the
Board or, if earlier, the date of stockholder approval.

21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
--------------------------------
or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan;
provided, however, that the Board will not, without the approval of the
- -------- -------
stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or (if the Company is subject
to the Exchange Act or Section 16(b) of the Exchange Act) pursuant to the
Exchange Act or Rule 16b-3 (or its successor), as amended, thereunder,
respectively.

22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
--------------------------
Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

23. DEFINITIONS. As used in this Plan, the following terms will have the
-----------
following meanings:

"Affiliate" means any corporation that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under common
control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

"Award" means any award under this Plan, including any Option,
Restricted Stock or Stock Bonus.

"Award Agreement" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

"Board" means the Board of Directors of the Company.

-10-
<PAGE>

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

"Committee" means the committee appointed by the Board to administer
this Plan, or if no such committee is appointed, the Board.

"Company" means HNC Software Inc., a corporation organized under the
laws of the State of Delaware, or any successor corporation.

"Disability" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Code, as
determined by the Committee.

"Disinterested Person" means a director who has not, during the period
that person is a member of the Committee and for one year prior to commencing
service as a member of the Committee, been granted or awarded equity securities
pursuant to this Plan or any other plan of the Company or any Parent, Subsidiary
or Affiliate of the Company, except in accordance with the requirements set
forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as
promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is
amended from time to time and as interpreted by the SEC.

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

"Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

"Fair Market Value" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:

(a) if such Common Stock is then quoted on the Nasdaq National Market, its
closing price on the Nasdaq National Market on the date of
determination (if such day is a trading day) as reported in The
---
Wall Street Journal, and, if such date of determination is not a
-------------------
trading day, then on the last trading day prior to the date of
determination;

(b) if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the last trading
day prior to the date of determination on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading as reported in The Wall Street Journal;
-----------------------

(c) if such Common Stock is publicly traded but is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices
on the last trading day prior to the date of determination as reported
in The Wall Street Journal; or
-----------------------

(d) if none of the foregoing is applicable, by the Committee in good
faith.

"Insider" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.

"Outside Director" means any director who is not; (a) a current
employee of the Company or any Parent, Subsidiary or Affiliate of the Company;
(b) a former employee of the Company or any Parent, Subsidiary or Affiliate of
the Company who is receiving compensation for prior services (other than
benefits under a tax-qualified pension plan); (c) a current or former officer of
the Company or any Parent, Subsidiary or Affiliate of the Company; or (d)
currently receiving compensation for personal services in any capacity, other
than as a director, from the Company or any Parent, Subsidiary or Affiliate of
the Company; provided, however, that at such time as the term "Outside
-----------------
Director", as used in Section 162(m) of the Code is defined in regulations
promulgated

-11-
<PAGE>

under Section 162(m) of the Code, "Outside Director" will have the meaning set
forth in such regulations, as amended from time to time and as interpreted by
the Internal Revenue Service.

"Option" means an award of an option to purchase Shares pursuant to
Section 5.

"Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if at the time of the granting of
an Award under this Plan, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

"Participant" means a person who receives an Award under this Plan.

"Plan" means this HNC Software Inc. 1995 Equity Incentive Plan, as
amended from time to time.

"Restricted Stock Award" means an award of Shares pursuant to Section
6.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 18, and any
successor security.

"Stock Bonus" means an award of Shares, or cash in lieu of Shares,
pursuant to Section 7.

"Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Award, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

"Termination" or "Terminated" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, director, consultant, independent contractor or
advisor to the Company or a Parent, Subsidiary or Affiliate of the Company,
except in the case of sick leave, military leave, or any other leave of absence
- ------
approved by the Committee, provided that such leave is for a period of not more
than ninety (90) days, or reinstatement upon the expiration of such leave is
guaranteed by contract or statute. The Committee will have sole discretion to
determine whether a Participant has ceased to provide services and the effective
date on which the Participant ceased to provide services (the "Termination
Date").

-12-
<PAGE>

HNC SOFTWARE INC.

1995 EMPLOYEE STOCK PURCHASE PLAN

As Adopted May 4, 1995
As Amended January 23, 1998 and May __, 1999

1. Establishment of Plan. HNC Software Inc., a Delaware corporation (the
"Company"), proposes to grant options for purchase of the Company's Common
Stock, $0.001 par value, to eligible employees of the Company and its
Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase
Plan (this "Plan"). For purposes of this Plan, "Parent Corporation" and
"Subsidiary" (collectively, "Subsidiaries") shall have the same meanings as
"parent corporation" and "subsidiary corporation" in Sections 424(e) and 424(f),
respectively, of the Internal Revenue Code of 1986, as amended (the "Code").
The Company intends this Plan to qualify as an "employee stock purchase plan"
under Section 423 of the Code (including any amendments to or replacements of
such Section), and this Plan shall be so construed. Any term not expressly
defined in this Plan but defined for purposes of Section 423 of the Code shall
have the same definition herein. A total of 650,000/1/ shares of the Company's
Common Stock is reserved for issuance under this Plan. Such number shall be
subject to adjustments effected in accordance with Section 14 of this Plan.

2. Purpose. The purpose of this Plan is to provide employees of the
Company and Subsidiaries designated by the Board of Directors of the Company
(the "Board") as eligible to participate in this Plan with a convenient means of
acquiring an equity interest in the Company through payroll deductions, to
enhance such employees' sense of participation in the affairs of the Company and
Subsidiaries, and to provide an incentive for continued employment.

3. Administration. This Plan shall be administered by a committee
appointed by the Board (the "Committee") consisting of at least two (2) members
of the Board, each of whom is a Disinterested Person as defined in Rule 16b-3(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"). As used in this
Plan, references to the "Committee" shall mean either such committee or the
Board if no committee has been established. After registration of the Company
under the Exchange Act, Board members who are not Disinterested Persons may not
vote on any matters affecting the administration of this Plan, but any such
member may be counted for determining the existence of a quorum at any meeting
of the Board. Subject to the provisions of this Plan and the limitations of
Section 423 of the Code or any successor provision in the Code, all questions of
interpretation or application of this Plan shall be determined by the Board and
its decisions shall be final and binding upon all participants. Members of the
Board shall receive no compensation for their services in connection with the
administration of this Plan, other than standard fees as established from time
to time by the Board for services rendered by Board members serving on Board
committees. All expenses incurred in connection with the administration of this
Plan shall be paid by the Company.

4. Eligibility. Any employee of the Company or the Subsidiaries is
eligible to participate in an Offering Period (as hereinafter defined) under
this Plan except the following:

(a) employees who are not employed by the Company or Subsidiaries one
(1) month before the beginning of such Offering Period;

(b) employees who are customarily employed for less than twenty (20)
hours per week;

(d) employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Code, own stock or
hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Subsidiaries or

- -----------------
/1/ Adjusted to reflect (i) the 2-for-1 split of the Company's capital stock
effected in April 1996; and (ii) the authorization of 250,000 additional shares
of Common Stock for issuance under the Plan approved by the approved by the
Company's stockholders on May __, 1999.
<PAGE>

who, as a result of being granted an option under this Plan with respect to such
Offering Period, would own stock or hold options to purchase stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or any of its Subsidiaries.

5. Offering Dates. The offering periods of this Plan (each, an
"Offering Period") shall be of twelve (12) months duration commencing on
February 1 and August 1 of each year and ending on January 31 and July 31,
respectively, thereafter; provided, however, that notwithstanding the foregoing,
-----------------
the first such Offering Period shall commence on the first business day after
the date on which the registration statement filed by the Company with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended (the "Securities Act") registering the initial public offering of the
Company's Common Stock is declared effective by the SEC (the "First Offering
Date") and shall end on January 31, 1996. Each Offering Period shall consist of
two (2) six-month purchase periods (individually, a "Purchase Period") during
which payroll deductions of the participants are accumulated under this Plan.
The first business day of each Offering Period is referred to as the "Offering
Date". The last business day of each Purchase Period is referred to as the
"Purchase Date". The Board shall have the power to change the duration of
Offering Periods or Purchase Periods with respect to future offerings without
stockholder approval if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period or Purchase Period
to be affected.

6. Participation in this Plan. Eligible employees may become participants
in an Offering Period under this Plan on the first Offering Date after
satisfying the eligibility requirements by delivering a subscription agreement
to the Company's treasury department (the "Treasury Department") not later than
the 15th day of the month before such Offering Date unless a later time for
filing the subscription agreement authorizing payroll deductions is set by the
Board for all eligible employees with respect to a given Offering Period. An
eligible employee who does not deliver a subscription agreement to the Treasury
Department by such date after becoming eligible to participate in such Offering
Period shall not participate in that Offering Period or any subsequent Offering
Period unless such employee enrolls in this Plan by filing a subscription
agreement with the Treasury Department not later than the 15th day of the month
preceding a subsequent Offering Date. Once an employee becomes a participant in
an Offering Period, such employee will automatically participate in the Offering
Period commencing immediately following the last day of the prior Offering
Period unless the employee withdraws or is deemed to withdraw from this Plan or
terminates further participation in the Offering Period as set forth in Section
11 below. Such participant is not required to file any additional subscription
agreement in order to continue participation in this Plan.

7. Grant of Option on Enrollment. Enrollment by an eligible employee in
this Plan with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such employee of an option to purchase on
the Purchase Date up to that number of shares of Common Stock of the Company
determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during such Purchase Period by (b) the lower of (i) eighty-
five percent (85%) of the fair market value of a share of the Company's Common
Stock on the Offering Date (but in no event less than the par value of a share
of the Company's Common Stock), or (ii) eighty-five percent (85%) of the fair
market value of a share of the Company's Common Stock on the Purchase Date (but
in no event less than the par value of a share of the Company's Common Stock);
provided, however, that the number of shares of the Company's Common Stock
- -----------------
subject to any option granted pursuant to this Plan shall not exceed the lesser
of (a) the maximum number of shares set by the Board pursuant to Section 10(c)
below with respect to the applicable Offering Period, or (b) the maximum number
of shares which may be purchased pursuant to Section 10(b) below with respect to
the applicable Offering Period. The fair market value of a share of the
Company's Common Stock shall be determined as provided in Section 8 hereof.

8. Purchase Price. The purchase price per share at which a share of
Common Stock will be sold in any Offering Period shall be eighty-five percent
(85%) of the lesser of:

(a) The fair market value on the Offering Date; or

(b) The fair market value on the Purchase Date;

provided, however, that in no event may the purchase price per share of the
- -----------------
Company's Common Stock be below the par value per share of the Company's Common
Stock.
<PAGE>

For purposes of this Plan, the term "fair market value" on a given date
shall mean the fair market value of the Company's Common Stock as determined by
the Board in its sole discretion, exercised in good faith; provided, however,
-------- -------
that where there is a public market for the Common Stock, the fair market value
per share shall be the average of the last reported bid and asked prices of the
Common Stock on the last trading day prior to the date of determination (or the
average closing price over the number of consecutive trading days preceding the
date of determination as the Board shall deem appropriate), or, in the event the
Common Stock is listed on a stock exchange or on the Nasdaq National Market, the
fair market value per share shall be the closing price on such exchange or
quotation system on the last trading date prior to the date of determination (or
the average closing price over the number of consecutive trading days preceding
the date of determination as the Board shall deem appropriate); and provided
--------
further, that notwithstanding the foregoing, the fair market value of the
- -------
Company's Common Stock on the First Offering Date (which is the first business
day of the first Offering Period under this Plan) shall be deemed to be the
price per share at which shares of the Company's Common Stock are initially
offered for sale to the public in the Company's initial public offering of its
Common Stock pursuant to a registration statement filed with the SEC under the
Securities Act

9. Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of
Shares.

(a) The purchase price of the shares is accumulated by regular payroll
deductions made during each Offering Period. The deductions are made as a
percentage of the participant's compensation in one percent (1%) increments not
less than two percent (2%), nor greater than ten percent (10%) or such lower
limit set by the Committee. Compensation shall mean all W-2 compensation,
including, but not limited to base salary, wages, commissions, overtime, shift
premiums and bonuses, plus draws against commissions; provided, however, that
-----------------
for purposes of determining a participant's compensation, any election by such
participant to reduce his or her regular cash remuneration under Sections 125 or
401(k) of the Code shall be treated as if the participant did not make such
election. Payroll deductions shall commence on the first payday following the
Offering Date and shall continue to the end of the Offering Period unless sooner
altered or terminated as provided in this Plan.

(b) A participant may lower (and, effective for Offering Periods
commencing on or after February 1, 1998, increase) the rate of payroll
deductions during an Offering Period by filing with the Treasury Department a
new authorization for payroll deductions, in which case the new rate shall
become effective for the next payroll period commencing more than fifteen (15)
days after the Treasury Department's receipt of the authorization and shall
continue for the remainder of the Offering Period unless changed as described
below. Such change in the rate of payroll deductions may be made at any time
during an Offering Period, but not more than one (1) change may be made
effective during any Offering Period. A participant may increase or decrease
the rate of payroll deductions for any subsequent Offering Period by filing with
the Treasury Department a new authorization for payroll deductions not later
than the 15th day of the month before the beginning of such Offering Period.

(c) All payroll deductions made for a participant are credited to his
or her account under this Plan and are deposited with the general funds of the
Company. No interest accrues on the payroll deductions. All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.

(d) On each Purchase Date, so long as this Plan remains in effect and
provided that the participant has not submitted a signed and completed
withdrawal form before that date which notifies the Company that the participant
wishes to withdraw from that Offering Period under this Plan and have all
payroll deductions accumulated in the account maintained on behalf of the
participant as of that date returned to the participant, the Company shall apply
the funds then in the participant's account to the purchase of whole shares of
Common Stock reserved under the option granted to such participant with respect
to the Offering Period to the extent that such option is exercisable on the
Purchase Date. The purchase price per share shall be as specified in Section 8
of this Plan. Any cash remaining in a participant's account after such purchase
of shares shall be refunded to such participant in cash, without interest. In
the event that this Plan has been oversubscribed, all funds not used to purchase
shares on the Purchase Date shall be returned to the participant, without
interest. No Common Stock shall be purchased on a Purchase Date on behalf of
any employee whose participation in this Plan has terminated prior to such
Purchase Date.
<PAGE>

(e) As promptly as practicable after the Purchase Date, the Company
shall arrange the delivery to each participant of a certificate representing the
shares purchased upon exercise of his option.

(f) During a participant's lifetime, such participant's option to
purchase shares hereunder is exercisable only by him or her. The participant
will have no interest or voting right in shares covered by his or her option
until such option has been exercised. Shares to be delivered to a participant
under this Plan will be registered in the name of the participant or in the name
of the participant and his or her spouse.

10. Limitations on Shares to be Purchased.

(a) No employee shall be entitled to purchase stock under this Plan at a
rate which, when aggregated with his or her rights to purchase stock under all
other employee stock purchase plans of the Company or any Subsidiary, exceeds
$25,000 in fair market value, determined as of the Offering Date (or such other
limit as may be imposed by the Code) for each calendar year in which the
employee participates in this Plan.

(b) No more than two hundred percent (200%) of the number of shares
determined by using eighty-five percent (85%) of the fair market value of a
share of the Company's Common Stock on the Offering Date as the denominator may
be purchased by a participant on any single Purchase Date.

(c) No employee shall be entitled to purchase more than the Maximum
Share Amount (as defined below) on any single Purchase Date. Not less than
thirty (30) days prior to the commencement of any Offering Period, the Board
may, in its sole discretion, set a maximum number of shares which may be
purchased by any employee at any single Purchase Date (hereinafter the "Maximum
Share Amount"). In no event shall the Maximum Share Amount exceed the amounts
permitted under Section 10(b) above. If a new Maximum Share Amount is set, then
all participants must be notified of such Maximum Share Amount not less than
fifteen (15) days prior to the commencement of the next Offering Period. Once
the Maximum Share Amount is set, it shall continue to apply with respect to all
succeeding Purchase Dates and Offering Periods unless revised by the Board as
set forth above.

(d) If the number of shares to be purchased on a Purchase Date by all
employees participating in this Plan exceeds the number of shares then available
for issuance under this Plan, then the Company will make a pro rata allocation
of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Board shall determine to be equitable. In such event,
the Company shall give written notice of such reduction of the number of shares
to be purchased under a participant's option to each participant affected
thereby.

(e) Any payroll deductions accumulated in a participant's account which
are not used to purchase stock due to the limitations in this Section 10 shall
be returned to the participant as soon as practicable after the end of the
applicable Purchase Period, without interest.

11. Withdrawal.

(a) Each participant may withdraw from an Offering Period under this
Plan by signing and delivering to the Treasury Department a written notice to
that effect on a form provided for such purpose. Such withdrawal may be elected
at any time at least fifteen (15) days prior to the end of an Offering Period.

(b) Upon withdrawal from this Plan, the accumulated payroll deductions
shall be returned to the withdrawn participant, without interest, and his or her
interest in this Plan shall terminate. In the event a participant voluntarily
elects to withdraw from this Plan, he or she may not resume his or her
participation in this Plan during the same Offering Period, but he or she may
participate in any Offering Period under this Plan which commences on a date
subsequent to such withdrawal by filing a new authorization for payroll
deductions in the same manner as set forth above for initial participation in
this Plan.

(c) If the purchase price on the first day of any current Offering
Period in which a participant is enrolled is higher than the purchase price on
the first day of any subsequent Offering Period, the Company will automatically
enroll such participant in the subsequent Offering Period. A participant does
not need to file any forms with the Company to automatically be enrolled in the
subsequent Offering Period.
<PAGE>

12. Termination of Employment. Termination of a participant's employment
for any reason, including retirement, death or the failure of a participant to
remain an eligible employee, immediately terminates his or her participation in
this Plan. In such event, the payroll deductions credited to the participant's
account will be returned to him or her or, in the case of his or her death, to
his or her legal representative, without interest. For purposes of this Section
12, an employee will not be deemed to have terminated employment or failed to
remain in the continuous employ of the Company in the case of sick leave,
military leave, or any other leave of absence approved by the Board; provided
--------
that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

13. Return of Payroll Deductions. In the event a participant's interest
in this Plan is terminated by withdrawal, termination of employment or
otherwise, or in the event this Plan is terminated by the Board, the Company
shall promptly deliver to the participant all payroll deductions credited to
such participant's account. No interest shall accrue on the payroll deductions
of a participant in this Plan.

14. Capital Changes. Subject to any required action by the stockholders
of the Company, the number of shares of Common Stock covered by each option
under this Plan which has not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under this Plan but have
not yet been placed under option (collectively, the "Reserves"), as well as the
price per share of Common Stock covered by each option under this Plan which has
not yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares of Common Stock of the
Company resulting from a stock split or the payment of a stock dividend (but
only on the Common Stock) or any other increase or decrease in the number of
issued and outstanding shares of Common Stock effected without receipt of any
consideration by the Company; provided, however, that conversion of any
-----------------
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration"; and provided further, that the price per
-------- -------
share of Common Stock shall not be reduced below its par value per share. Such
adjustment shall be made by the Board, whose determination shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.

In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that the options
under this Plan shall terminate as of a date fixed by the Board and give each
participant the right to exercise his or her option as to all of the optioned
stock, including shares which would not otherwise be exercisable. In the event
of a proposed sale of all or substantially all of the assets of the Company, or
the merger or consolidation of the Company with or into another corporation,
each option under this Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that the participant
shall have the right to exercise the option as to all of the optioned stock. If
the Board makes an option exercisable in lieu of assumption or substitution in
the event of a merger, consolidation or sale of assets, the Board shall notify
the participant that the option shall be fully exercisable for a period of
twenty (20) days from the date of such notice, and the option will terminate
upon the expiration of such period.

The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, or
in the event of the Company being consolidated with or merged into any other
corporation; provided, that the price per share of Common Stock shall not be
--------
reduced below its par value per share.

15. Nonassignability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 22
<PAGE>

hereof) by the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be void and without effect.

16. Reports. Individual accounts will be maintained for each participant
in this Plan. Each participant shall receive promptly after the end of each
Purchase Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and the remaining cash balance, if any, carried forward to the next
Purchase Period or Offering Period, as the case may be.

17. Notice of Disposition. Each participant shall notify the Company if
the participant disposes of any of the shares purchased in any Offering Period
pursuant to this Plan if such disposition occurs within two (2) years from the
Offering Date or within one (1) year from the Purchase Date on which such shares
were purchased (the "Notice Period"). Unless such participant is disposing of
any of such shares during the Notice Period, such participant shall keep the
certificates representing such shares in his or her name (and not in the name of
a nominee) during the Notice Period. The Company may, at any time during the
Notice Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting the Company's transfer agent to notify
the Company of any transfer of the shares. The obligation of the participant to
provide such notice shall continue notwithstanding the placement of any such
legend on the certificates.

18. No Rights to Continued Employment. Neither this Plan nor the grant of
any option hereunder shall confer any right on any employee to remain in the
employ of the Company or any Subsidiary, or restrict the right of the Company or
any Subsidiary to terminate such employee's employment.

19. Equal Rights And Privileges. All eligible employees shall have equal
rights and privileges with respect to this Plan so that this Plan qualifies as
an "employee stock purchase plan" within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Any provision of
this Plan which is inconsistent with Section 423 or any successor provision of
the Code shall, without further act or amendment by the Company or the Board, be
reformed to comply with the requirements of Section 423. This Section 19 shall
take precedence over all other provisions in this Plan.

20. Notices. All notices or other communications by a participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

21. Term; Stockholder Approval. After this Plan is adopted by the Board,
this Plan will become effective on the date that is the First Offering Date (as
defined above); provided, however, that if the First Offering Date does not
-------- -------
occur on or before December 31, 1995, this Plan will terminate as of December
31, 1995 having never become effective. This Plan shall be approved by the
stockholders of the Company, in any manner permitted by applicable corporate
law, within twelve (12) months before or after the date this Plan is adopted by
the Board. No purchase of shares pursuant to this Plan shall occur prior to
such stockholder approval. Thereafter, no later than twelve (12) months after
the Company becomes subject to Section 16(b) of the Exchange Act, the Company
will comply with the requirements of Rule 16b-3 with respect to stockholder
approval. This Plan shall continue until the earlier to occur of (a)
termination of this Plan by the Board (which termination may be effected by the
Board at any time), (b) issuance of all of the shares of Common Stock reserved
for issuance under this Plan, or (c) ten (10) years from the adoption of this
Plan by the Board.

22. Designation of Beneficiary.

(a) A participant may file a written designation of a beneficiary
who is to receive any shares and cash, if any, from the participant's account
under this Plan in the event of such participant's death subsequent to the end
of an Purchase Period but prior to delivery to him of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under this Plan in the event
of such participant's death prior to a Purchase Date.

(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under this
Plan who is
<PAGE>

living at the time of such participant's death, the Company shall deliver such
shares or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares or cash to the spouse or to any one or more dependents or relatives of
the participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

23. Conditions Upon Issuance of Shares; Limitation on Sale of Shares.
Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange or automated quotation system upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.

24. Applicable Law. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of Delaware.

25. Amendment or Termination of this Plan. The Board may at any time
amend, terminate or the extend the term of this Plan, except that any such
termination cannot affect options previously granted under this Plan, nor may
any amendment make any change in an option previously granted which would
adversely affect the right of any participant, nor may any amendment be made
without approval of the stockholders of the Company obtained in accordance with
Section 21 hereof within twelve (12) months of the adoption of such amendment
(or earlier if required by Section 21) if such amendment would:

(a) increase the number of shares that may be issued under this
Plan;

(b) change the designation of the employees (or class of employees)
eligible for participation in this Plan; or

(c) constitute an amendment for which stockholder approval is
required in order to comply with Rule 16b-3 (or any successor rule) of the
Exchange Act.
<PAGE>

HNC SOFTWARE INC.

1995 DIRECTORS STOCK OPTION PLAN

As Adopted May 4, 1995
As Amended May __, 1999

1. Purpose. This 1995 Directors Stock Option Plan (this "Plan") is
established to provide equity incentives for nonemployee members of the Board of
Directors of HNC Software Inc. (the "Company"), who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.

2. Adoption and Stockholder Approval. After this Plan is adopted by the
Board of Directors of the Company (the "Board"), this Plan will become effective
on the time and date (the "Effective Date") on which the registration statement
filed by the Company with the Securities and Exchange Commission ("SEC") under
the Securities Act of 1933, as amended (the "Securities Act"), to register the
initial public offering of the Company's Common Stock is declared effective by
the SEC; provided, however, that if the Effective Date does not occur on or
-------- -------
before December 31, 1995, this Plan will terminate as of December 31, 1995
having never become effective. This Plan shall be approved by the stockholders
of the Company, consistent with applicable laws, within twelve (12) months after
the date this Plan is adopted by the Board. Options ("Options") may be granted
under this Plan after the Effective Date provided that, in the event that
stockholder approval is not obtained within the time period provided herein,
this Plan, and all Options granted hereunder, shall terminate. No Option that
is issued as a result of any increase in the number of shares authorized to be
issued under this Plan shall be exercised prior to the time such increase has
been approved by the stockholders of the Company and all such Options granted
pursuant to such increase shall similarly terminate if such stockholder approval
is not obtained. So long as the Company is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") the Company
will comply with the requirements of Rule 16b-3 with respect to stockholder
approval.

3. Types of Options and Shares. Options granted under this Plan shall be
nonqualified stock options ("NQSOs"). The shares of stock that may be purchased
upon exercise of Options granted under this Plan (the "Shares") are shares of
the Common Stock of the Company.

4. Number of Shares. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan (the "Maximum Number") is 500,000/1/
Shares, subject to adjustment as provided in this Plan. If any Option is
terminated for any reason without being exercised in whole or in part, the
Shares thereby released from such Option shall be available for purchase under
other Options subsequently granted under this Plan. At all times during the
term of this Plan, the Company shall reserve and keep available such number of
Shares as shall be required to satisfy the requirements of outstanding Options
granted under this Plan; provided, however that if the aggregate number of
-------- -------
Shares subject to outstanding Options granted under this Plan plus the aggregate
number of Shares previously issued by the Company pursuant to the exercise of
Options granted under this Plan exceeds the Maximum Number of Shares, then
notwithstanding anything herein to the contrary, no further Options may be
granted under this Plan until the Maximum Number is increased or the aggregate
number of Shares subject to outstanding Options granted under this Plan plus the
aggregate number of Shares previously issued by the Company pursuant to the
exercise of Options granted under this Plan is less than the Maximum Number.

5. Administration. This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the "Committee"). As used in this Plan, references to the Committee shall
mean either such Committee or the Board if no Committee has been established.
The interpretation by the Committee of any of the provisions of this Plan or any
Option granted

- ----------------------
/1/ Adjusted to reflect (i) the 2-for-1 split of the Company's capital stock
effected in April 1996 (the "Split"); and (ii) the authorization of
200,000 post-Split additional shares of Common Stock for issuance under
the Plan approved by the Company's stockholders on May __, 1999.
<PAGE>

under this Plan shall be final and binding upon the Company and all persons
having an interest in any Option or any Shares purchased pursuant to an Option.

6. Eligibility and Award Formula.

6.1 Eligibility. Options may be granted only to directors of the
-----------
Company who are not employees of the Company or any Parent, Subsidiary or
Affiliate of the Company, as those terms are defined in Section 17 below.

6.2 Initial Grant. Each Optionee who on or after the Effective Date
-------------
is or becomes a member of the Board will automatically be granted an Option for
25,000/2/ Shares (the "Initial Grant"). Initial Grants shall be made on the
later of the Effective Date or the date such Optionee first becomes a member of
the Board.

6.3 Succeeding Grants. On each anniversary of the Initial Grant, if
-----------------
the Optionee is still a member of the Board and has served continuously as a
member of the Board since the date of the Optionee's Initial Grant, the Optionee
will automatically be granted an Option for 10,000/3/ Shares (a "Succeeding
Grant").

7. Terms and Conditions of Options. Subject to the following and to
Section 6 above:

7.1 Form of Option Grant. Each Option granted under this Plan shall
--------------------
be evidenced by a written Stock Option Grant ("Grant") in such form (which need
not be the same for each Optionee) as the Committee shall from time to time
approve, which Grant shall comply with and be subject to the terms and
conditions of this Plan.

7.2 Vesting. Options granted under this Plan shall be exercisable as
-------
they vest. The date an Optionee receives an Initial Grant or a Succeeding Grant
is referred to in this Plan as the "Start Date" for such Option.

(a) Initial Grants. Each Option that is an Initial Grant will vest as
--------------
follows, so long as the Optionee continuously remains a director of the Company:
(i) on the first (1st) anniversary of the Initial Grant, the Initial Grant will
vest as to forty percent (40%) of the Shares; (ii) on the second (2nd)
anniversary of the Initial Grant, the Initial Grant will vest as to thirty
percent (30%) of the Shares; (iii) on the third (3rd) anniversary of the Initial
Grant, the Initial Grant will vest as to twenty percent (20%) of the Shares; and
(iv) on the fourth (4th) anniversary of the Initial Grant, the Initial Grant
will vest as to ten percent (10%) of the Shares.

(b) Succeeding Grants. Each Succeeding Grant will vest as to twenty-
-----------------
five percent (25%) of the Shares upon each of the first four (4) successive
anniversaries of the Start Date for such Succeeding Grant, so long as the
Optionee continuously remains a director of the Company.

7.3 Exercise Price. The exercise price of an Option shall be the Fair
--------------
Market Value (as defined in Section 17.4) of the Shares, at the time that the
Option is granted.

7.4 Termination of Option. Except as provided below in this Section,
----------------------
each Option shall expire ten (10) years after its Start Date (the "Expiration
Date"). The Option shall cease to vest if the Optionee ceases to be a member of
the Board. The date on which the Optionee ceases to be a member of the Board
shall be referred to as the "Termination Date". An Option may be exercised
after the Termination Date only as set forth below:

(a) Termination Generally. If the Optionee ceases to be a member of
---------------------
the Board for any reason except death or disability, then each Option then held
by such Optionee, to the extent (and only to the extent) that it would have been
exercisable by the Optionee on the Termination Date, may be exercised by the
Optionee within seven (7) months after the Termination Date, but in no event
later than the Expiration Date.

- ----------------------
/2/ Adjusted to reflect (i) the 2-for-1 split of the Company's capital stock
effected in April 1996.

/3/ Adjusted to reflect (i) the 2-for-1 split of the Company's capital stock
effected in April 1996.

-2-
<PAGE>

(b) Death or Disability. If the Optionee ceases to be a member of the
-------------------
Board because of the death of the Optionee or the disability of the Optionee
within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), then each Option then held by such Optionee, to the extent
(and only to the extent) that it would have been exercisable by the Optionee on
the Termination Date, may be exercised by the Optionee (or the Optionee's legal
representative) within twelve (12) months after the Termination Date, but in no
event later than the Expiration Date.

8. Exercise of Options.

8.1 Notice. Options may be exercised only by delivery to the Company
------
of an exercise agreement in a form approved by the Committee stating the number
of Shares being purchased, the restrictions imposed on the Shares and such
representations and agreements regarding the Optionee's investment intent and
access to information as may be required by the Company to comply with
applicable securities laws, together with payment in full of the exercise price
for the number of Shares being purchased.

8.2 Payment. Payment for the Shares purchased upon exercise of an
-------
Option may be made (a) in cash or by check; (b) by surrender of shares of Common
Stock of the Company that have been owned by the Optionee for more than six (6)
months (and which have been paid for within the meaning of SEC Rule 144 and, if
such shares were purchased from the Company by use of a promissory note, such
note has been fully paid with respect to such shares) or were obtained by the
Optionee in the open public market, having a Fair Market Value equal to the
exercise price of the Option; (c) by waiver of compensation due or accrued to
the Optionee for services rendered; (d) provided that a public market for the
Company's stock exists, through a "same day sale" commitment from the Optionee
and a broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD Dealer") whereby the Optionee irrevocably elects to exercise
the Option and to sell a portion of the Shares so purchased to pay for the
exercise price and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the exercise price directly to the Company; (e) provided
that a public market for the Company's stock exists, through a "margin"
commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the exercise price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the exercise price directly to the
Company; or (f) by any combination of the foregoing.

8.3 Withholding Taxes. Prior to issuance of the Shares upon exercise
-----------------
of an Option, the Optionee shall pay or make adequate provision for any federal
or state withholding obligations of the Company, if applicable.

8.4 Limitations on Exercise. Notwithstanding the exercise periods set
-----------------------
forth in the Grant, exercise of an Option shall always be subject to the
following limitations:

(a) An Option shall not be exercisable until such time as this Plan
(or, in the case of Options granted pursuant to an amendment increasing the
number of shares that may be issued pursuant to this Plan, such amendment) has
been approved by the stockholders of the Company in accordance with Section 15
hereof.

(b) An Option shall not be exercisable unless such exercise is in
compliance with the Securities Act and all applicable state securities laws, as
they are in effect on the date of exercise.

(c) The Committee may specify a reasonable minimum number of Shares
that may be purchased upon any exercise of an Option, provided that such minimum
number will not prevent the Optionee from exercising the full number of Shares
as to which the Option is then exercisable.

9. Nontransferability of Options. During the lifetime of the Optionee, an
Option shall be exercisable only by the Optionee or by the Optionee's guardian
or legal representative, unless otherwise permitted by the Committee. No Option
may be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent and distribution.

-3-
<PAGE>

10. Privileges of Stock Ownership. No Optionee shall have any of the
rights of a stockholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for
dividends or distributions or other rights for which the record date is prior to
the date of exercise, except as provided in this Plan. The Company shall
provide to each Optionee a copy of the annual financial statements of the
Company, at such time after the close of each fiscal year of the Company as they
are released by the Company to its stockholders.

11. Adjustment of Option Shares. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan and the number of Shares subject
to outstanding Options and the exercise price per share of such outstanding
Options shall be proportionately adjusted, subject to any required action by the
Board or stockholders of the Company and compliance with applicable securities
laws; provided, however, that no fractional shares shall be issued upon exercise
-------- -------
of any Option and any resulting fractions of a Share shall be rounded up to the
nearest whole Share.

12. No Obligation to Continue as Director. Nothing in this Plan or any
Option granted under this Plan shall confer on any Optionee any right to
continue as a director of the Company.

13. Compliance With Laws. The grant of Options and the issuance of Shares
upon exercise of any Options shall be subject to and conditioned upon compliance
with all applicable requirements of law, including without limitation compliance
with the Securities Act, compliance with all other applicable state securities
laws and compliance with the requirements of any stock exchange or national
market system on which the Shares may be listed. The Company shall be under no
obligation to register the Shares with the SEC or to effect compliance with the
registration or qualification requirement of any state securities laws, stock
exchange or national market system.

14. Acceleration of Options. In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a
----- ----
wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company or their relative stock holdings and the Options
granted under this Plan are assumed or replaced by the successor corporation,
which assumption will be binding on all Optionees), (c) a merger in which the
Company is the surviving corporation but after which the stockholders of the
Company (other than any stockholder which merges (or which owns or controls
another corporation which merges) with the Company in such merger) cease to own
their shares or other equity interests in the Company, (d) the sale of
substantially all of the assets of the Company, or (e) any other transaction
which qualifies as a "corporate transaction" under Section 424 of the Code
wherein the stockholders of the Company give up all of their equity interests in
the Company (except for the acquisition, sale or transfer of all or
------
substantially all of the outstanding shares of the Company from or by the
stockholders of the Company), the vesting of all options granted pursuant to
this Plan will accelerate and the options will become exercisable in full prior
to the consummation of such event at such times and on such conditions as the
Committee determines, and if such options are not exercised prior to the
consummation of the corporate transaction, they shall terminate in accordance
with the provisions of this Plan.

15. Amendment or Termination of Plan. The Committee may at any time
terminate or amend this Plan (but may not terminate or amend the terms of any
outstanding option without the consent of the Optionee); provided, however, that
-------- -------
the Committee shall not, without the approval of the stockholders of the
Company, increase the total number of Shares available under this Plan (except
by operation of the provisions of Sections 4 and 11 above) or change the class
of persons eligible to receive Options. Further, the provisions in Sections 6
and 7 of this Plan shall not be amended more than once every six (6) months,
other than to comport with changes in the Code, the Employee Retirement Income
Security Act or the rules thereunder. In any case, no amendment of this Plan
may adversely affect any then outstanding Options or any unexercised portions
thereof without the written consent of the Optionee.

16. Term of Plan. Options may be granted pursuant to this Plan from time
to time within a period of ten (10) years from the date this Plan is adopted by
the Board.

-4-
<PAGE>

17. Certain Definitions. As used in this Plan, the following terms shall
have the following meanings:

17.1 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of the
granting of the Option, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

17.2 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

17.3 "Affiliate" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

17.4 "Fair Market Value" shall mean, as of any date, the value of a
share of the Company's Common Stock determined by the Board in its sole
discretion, exercised in good faith; provided, however, that where there is a
-------- -------
public market for the Common Stock, the Fair Market Value per share shall be the
average of the closing bid and asked prices of the Common Stock on the last
trading day prior to the date of determination as reported in The Wall Street
---------------
Journal (or, if not so reported, as otherwise reported by the Nasdaq Stock
- -------
Market) or, in the event the Common Stock is listed on a stock exchange or on
the Nasdaq National Market, the Fair Market Value per share shall be the closing
price on the exchange or on the Nasdaq National Market on the last trading date
prior to the date of determination as reported in The Wall Street Journal;
-----------------------
provided, however, that notwithstanding the foregoing, with respect to the
- -------- -------
Initial Grants that are granted on the Effective Date, the "Fair Market Value"
shall mean the price per share at which shares of the Company's Common Stock are
initially offered for sale to the public by the Company's underwriters in the
initial public offering of the Company's Common Stock pursuant to a registration
statement filed with the SEC under the Securities Act.

-5-
<PAGE>

DETACH HERE

PROXY

HNC SOFTWARE INC.

Annual Meeting of Stockholders - May 20, 1999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert L. North and Raymond V. Thomas, or
either of them, as proxies each with full power to appoint his substitute, and
hereby authorizes them to represent and to vote all shares of stock of HNC
Software Inc. which the undersigned is entitled to vote, as specified on the
reverse side of this card at the Annual Meeting of Stockholders of HNC Software
Inc. (the "Meeting") to be held on May 20, 1999 at 9:30 a.m. P.D.T., at the
Company's offices located at 5935 Cornerstone Court West, San Diego, California
and at any adjournment or postponement thereof.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES TO WHICH THIS PROXY
RELATES WILL BE VOTED AS SPECIFIED AND, IF NO SPECIFICATION IS MADE, WILL BE
VOTED FOR ALL NOMINEES FOR DIRECTORS IN PROPOSAL 1 AND FOR PROPOSALS 2, 3, 4 AND
5, AND THIS PROXY AUTHORIZES THE ABOVE DESIGNATED PROXIES TO VOTE IN THEIR
DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF TO THE EXTENT AUTHORIZED BY RULE 14a-4(c)
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

- ----------- -----------
SEE REVERSE (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE SIDE
- ----------- -----------

<PAGE>

DETACH HERE
<TABLE>
<CAPTION>
Please mark
[X] votes as in
this example.

The Board of Directors recommends a vote FOR proposals 1, 2, 3, 4 and 5.
<S> <C> <C> <C> <C>

FOR AGAINST ABSTAIN
1. Election of Directors 2. To approve the [_] [_] [_]
Nominees: Edward K. Chandler, Thomas F. Farb, Alex W. Hart, amendment to HNC's
Charles H. Gaylor, Jr. And Robert L. North. 1995 Equity
Incentive Plan to
increase the number
of shares of Common
Stock reserved for
issuance thereunder
by 2,000,000 shares.

FOR AGAINST ABSTAIN
FOR WITHHELD 3. To approve an [_] [_] [_]
ALL FROM ALL amendment of HNC's
[_] NOMINEES [_] NOMINEES 1995 Employee Stock
Purchase Plan to
increase the number of
shares of the Company's
Common Stock reserved
for issuance thereunder
by 250,000 shares.

FOR AGAINST ABSTAIN
4. To approve an [_] [_] [_]
amendment to HNC's 1995
Directors Stock Option
MARK HERE Plan to increase the
FOR number of shares of the
ADDRESS Company's Common Stock
CHANGE AND reserved for issuance
[_] NOTE BELOW [_] thereunder by 200,000
------------------------------- shares.
(Instruction: to withhold authority to vote
for any individual nominee write that
nominees's name on the space provided above.) FOR AGAINST ABSTAIN
5. To ratify the [_] [_] [_]
selection of
PricewaterhouseCoopers
LLP as the Company's
independent accountants
for the fiscal year ending
December 31, 1999.

6. To transact such other
business as may properly
come before the Meeting
and any adjournment or
postponement thereof.

Please sign exactly as your name(s)
appear(s) on this Proxy. If shares of
stock stand of record in the names of
two or more persons or in the name of
husband and wife, whether as joint
tenants or otherwise, both or all of
such persons should sign this Proxy.
If shares of stock are held of record
by a corporation, this Proxy should be
executed by the president or vice
president and the secretary or
assistant secretary. Executors,
administrators or other fiduciaries
who execute this Proxy for a deceased
stockholder should give their full
title. Please date this Proxy.

Signature: Date: Signature: Date:
------------------------- -------- ------------------------- --------

</TABLE>