WARRANT AGREEMENT

Exhibit 10.3

EXECUTION COPY

WARRANT AGREEMENT BETWEEN

ACI WORLDWIDE, INC.

AND

INTERNATIONAL BUSINESS MACHINES CORPORATION

December 16, 2007

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TABLE OF CONTENTS

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WARRANT AGREEMENT

Neither this Warrant nor the Warrant Shares as defined herein have been  registered under the Securities Act of 1933, as amended, or any other applicable securities laws.  Neither this Warrant nor the Warrant Shares may be sold or transferred in the absence of such registration or any exemption from such registration.

Right to Purchase 1,427,035 Shares of Common Stock

Dated as of  December 16, 2007

                Pursuant to Section 6.01 of the Master Alliance Agreement by and between ACI Worldwide, Inc., a Delaware corporation (the “ Company ”), and International Business Machines Corporation, a New York corporation (“ IBM ”, and each of its permitted successors and assigns, a “ Holder ”), dated December 16, 2007 (the “ Master Alliance Agreement ”), ACI has granted on the date hereof to IBM a warrant (this “ Warrant ”) to purchase the Warrant Shares at the Purchase Price.  Capitalized terms not otherwise defined herein (including the Appendices hereto) have the meanings assigned thereto in the Master Alliance Agreement.  This Warrant is subject to the applicable provisions of the Master Alliance Agreement.

                1.   Exercise and Expiration of Warrant .

                (a)   This Warrant is immediately exercisable at any time and from time to time on any Business Day on or after the date hereof.  This Warrant will expire at the close of business on the fifth anniversary of the date hereof.  “ Exercise Period ” shall mean the period of time between the date hereof and the expiration of this Warrant in accordance with the terms hereof.

                (b)  This Warrant may be exercised during the Exercise Period by the Holder, in whole or in part, by delivering this Warrant to the Company with payment of the Purchase Price in immediately available funds.  In the event that this Warrant is not exercised in full immediately prior to the end of the Exercise Period and at such time the then-current Market Price of a share of the Common Stock is greater than the Purchase Price, this Warrant shall be deemed automatically exercised as to the remaining Warrant Shares at such time without the delivery of any written notice from the Holder and the Warrant Shares shall thereupon be issuable by the Company upon payment of the Purchase Price by the Holder to the Company.

                (c)  Upon exercise of this Warrant, the Company will issue to the Holder (i) a certificate or certificates for the number of full Warrant Shares to which the Holder shall be entitled upon such exercise plus the cash value of any fractional share to which the Holder would otherwise be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants in the form hereof representing the Warrant to purchase the remaining Warrant Shares.

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                (d)  If applicable, in the opinion of counsel to the Company, any Warrant Shares issued upon exercise of this Warrant will bear any legend required by Applicable Law.  At any time that any such legend is no longer required by Applicable Law, the Company shall, at the request of the Holder, exchange such legended Warrant Shares for Warrant Shares that do not bear such legend.  In furtherance of the foregoing, any such Warrant Shares bearing a legend with respect to transferability thereof shall be so exchanged if the Holder certifies in writing to the Company that its request for such exchange was made to effect a transfer pursuant to (i) Rule 144 under the Securities Act or (ii) a registration statement that has been declared effective under the Securities Act.

                (e) The Company and each Holder will furnish bank account and other information so that any payment to be made or received hereunder is made by bank wire transfer.  Any such information may be changed by notice given as herein contemplated.

                (f)  Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered pursuant to Section 1(b)  and other deliverables required pursuant to Section 1(b) shall have been provided; provided , however , that failure to surrender this Warrant or provide any such deliverables shall not impact the effectiveness of any exercise of this Warrant pursuant to the last sentence of Section 1(b) .

                2.  Certain Agreements of the Company .  The Company agrees as follows:

                (a)   Shares to be Fully Paid.  All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all taxes, liens, claims and encumbrances.

                (b)   Authorization and Reservation of Shares.  During the Exercise Period, the Company shall have duly authorized a sufficient number of shares of Common Stock, free from preemptive rights and from any other restrictions imposed by the Company without the consent of the Holder, to provide for the exercise in full of this Warrant.  The Company shall at all times during the Exercise Period reserve and keep available out of such authorized but unissued shares of Common Stock such number of shares to provide for the exercise in full of this Warrant.

                (c)   Listing.  In connection with the Holder’s exercise of Registration Rights hereunder or any other sale of Warrant Shares, the Company shall use its reasonable best efforts to promptly secure, the listing of the shares of Common Stock issuable upon exercise of this Warrant upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed or become listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain such listing for so long as any other shares of Common Stock shall be so listed.

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                (d)   Certain Actions Prohibited.  The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder.

                (e)   Successors and Assigns.  Except as expressly provided otherwise herein, this Warrant will be binding upon any entity succeeding to the Company by merger, consolidation, or acquisition of all or substantially all of the Company’s assets.

                (f)   Blue Sky Laws.  The Company shall, on or before the date of issuance of any Warrant Shares, use its reasonable best efforts to take such actions as the Company shall reasonably determine are necessary to qualify the Warrant Shares for, or obtain exemption for the Warrant Shares for, sale to the Holder of this Warrant upon the exercise hereof under applicable securities or “blue sky” laws of the states of the United States, and shall provide written evidence of any such action so taken to the Holder of this Warrant prior to such date; provided , however , that the Company shall not be required to qualify as a foreign corporation or file a general consent to service of process in any such jurisdiction.

                (g)   Rule 144 Reports.  So long as, and at any time that, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall use its reasonable best efforts to take all actions reasonably necessary to enable the Holder to sell the Warrant Shares without registration under the Securities Act within the limitations of the exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission, including using its use reasonable best efforts to file on a timely basis all reports required to be filed by the Exchange Act.  Upon the request of the Holder, the Company shall deliver to the Holder a written statement as to whether it has complied with such requirements.

                (h)  The Holder acknowledges that during the Company’s fiscal year 2006 and fiscal year 2007, the Company failed to make certain required filings with the Commission on a timely basis.  While it is the intention of the Company to make all such filings on a timely basis and to maintain the listing thereof on a national securities exchange or automated quotation system so long as the Common Stock is eligible therefor, there can be no assurance that the Company will be able to do so.  Notwithstanding any other provision hereof or of any other agreement between the Company and IBM, in no event will the Company have any liability to any Holder, including without limitation pursuant to Section 2(f)  or 2(g)  above, solely as a result of the failure to make such filings on a timely basis or to maintain such listing.

                3.   Antidilution Adjustments .  The Purchase Price and the number of Warrant Shares may be adjusted from time to time as set forth in Appendix B .

                4.   Registration Rights .  This Warrant shall have the Registration Rights set forth in Appendix C .

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                5.   Mergers; Transfer of Assets; Liquidation .  (a) If there shall occur any capital reorganization or reclassification of the Company’s Common Stock (other than a subdivision or combination as provided for in paragraph (b) of Appendix B ), or any consolidation or merger of the Company with or into another Person, or a transfer of all or substantially all of the assets of the Company to another Person (any such Person, a “ Successor Company ”), then, as part of any such reorganization, reclassification, consolidation, merger or transfer, as the case may be, lawful provision shall be made so that the Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or transfer, as the case may be, such Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant.  The provisions of this Section 5 shall similarly apply to any successive consolidation, merger or transfer of all or substantially all of the assets involving any Successor Company.  In any such case, appropriate adjustment (as reasonably determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Holder of this Warrant, such that the provisions set forth herein shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.

                (b)  In the event of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Holder shall be entitled to receive, upon surrender of this Warrant, such cash distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of this Warrant, as if the Warrant had been exercised immediately prior to such event, less the Purchase Price. 7

                6.   Transfer,  Exchange, and Replacement

                (a)  Transferability.  This Warrant shall not be transferable by the Holder other than to a Subsidiary of the Holder.  After the date that is 31 days after the acquisition of any Warrant Shares pursuant to the exercise of this Warrant, such Warrant Shares shall be freely transferable in accordance with Applicable Law, including pursuant to Rule 144, pursuant to an effective registration statement under the Securities Act or pursuant to any transaction that is exempt from registration under the Securities Act.

                (b)  Warrant Exchangeable for Different Denominations.  This Warrant is exchangeable, upon the surrender hereof by the Holder hereof at the office or agency of the Company referred  to in Section 7 below, for new warrants of like tenor of different denominations representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new warrants to represent the right to purchase such number of shares as shall be designated by the Holder hereof at the time of such surrender.

                (c)  Replacement of Warrant.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement or surety bond reasonably

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satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

                (d)   Cancellation; Payment of Expenses.  Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided in this Section 6 , this Warrant shall be promptly canceled by the Company.  The Company shall pay all taxes (other than securities transfer and income taxes) and all other expenses (other than legal expenses, if any, incurred by  the  Holder or transferees) payable in connection with the preparation,  execution, and delivery of warrants pursuant to this Section 6 .  The Company shall indemnify and reimburse the Holder of this Warrant for all reasonable costs and reasonable expenses (including legal fees) incurred by such Holder in connection with any successful enforcement of its rights hereunder.

                (e)   Warrant Register.  The Company shall maintain, at its  principal executive offices (or such other office or  agency of the Company as it may designate by notice to the Holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

                7.   Notices .    Any notices required or permitted to be given under the terms of this Warrant shall be delivered personally or by courier or by confirmed telecopy, and shall be effective upon receipt or refusal of receipt, if delivered personally or by courier, or by confirmed email or fax, in each case addressed to a party.  The addresses for such communications shall be (a) with respect to IBM and ACI, the applicable addresses set forth in Section 12.14 of the Master Alliance Agreement and (b) with respect to any other Holder, at such address as such Holder shall have provided in writing to the Company, or at such other address as any Holder furnishes by notice given in accordance with this Section 7 .

                8.  Miscellaneous .

                (a)  Amendments.  Notwithstanding the provisions set forth in Section 12.02 of the Master Alliance Agreement, this Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company and all Holders hereof.

                (b)  Rights of Holders.  Holders of this Warrant are not entitled to (i) receive notice of or vote at any meeting of the stockholders of ACI, (ii) consent to any action of the stockholders of ACI or (iii) exercise any preemptive right, in each case solely by virtue of its status as a Holder of this Warrant.

                (c)  U.S. Dollars.  All references in this Warrant to “ dollars ” or “ $ ” shall mean the U.S. dollar.

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                (d)  Fractional Shares.  The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the then-current Market Price.

                (e)  Descriptive Headings.  The descriptive headings of the several sections of this Warrant are inserted for purposes of reference only, and shall not affect the meaning or construction of any of the provisions hereof.

                (f)  Survival.  The covenants made by the parties hereto shall survive the execution and delivery of this Agreement.

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                IN WITNESS WHEREOF,  the undersigned have executed this Warrant as of the date first written above.

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APPENDIX A — DEFINITIONS

                “ Board ” shall mean the Board of Directors of the Company.

“ Commission ” shall mean the U.S. Securities and Exchange Commission.

                “ Common Stock ” shall mean the common stock, par value $0.005, of ACI.

                “ Company ” shall have the meaning specified in the initial paragraph of the Warrant.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ Exercise Period ” shall have the meaning specified in Section 1(a)  of the Warrant.

“ Holder ” shall have the meaning specified in the initial paragraph of the Warrant.

                “ IBM ” shall have the meaning specified in the initial paragraph of the Warrant.

                “ Market Price ” shall mean the following:  (i) the average of the closing sale prices for the shares of Common Stock as reported on the  principal trading exchange for the Common Stock (which, on the date of this Agreement, is the Nasdaq National Market) for the ten (10) consecutive trading days immediately  preceding such date, or if no sale price is so reported on any day during such period, the average of the highest bid price and the lowest ask price at the end of such day, or (ii) if the foregoing does not apply, the last sale price of such security in the over-the-counter market on the pink sheets or bulletin board for such security on the last trading day immediately preceding such date, or if  no sale price is so reported for such security, the average of the highest bid price and the lowest ask price for such security on the last trading day immediately preceding such date, or (iii) if market value cannot be calculated as of such date on any of  the foregoing bases, the Market Price shall be the fair market value as of such date as reasonably determined by an investment banking firm selected by the Company and reasonably acceptable to the Holder, with the costs of the determination to be borne by the Company.

                “ Purchase Price ” shall mean $27.50 per share of Common Stock, as may be adjusted from time to time pursuant to Appendix B .

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

                “ Warrant ” shall have the meaning specified in the initial paragraph of the Warrant.

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                “ Warrant Shares ” shall mean 1,427,035 shares of Common Stock, as may be adjusted from time to time pursuant to Appendix B .

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APPENDIX B — ANTIDILUTION PROVISIONS

                (a)  Diluting Issuances.

                                (i)  Special Definitions.  For purposes of this Appendix B , the following definitions shall apply:  (A)  “ Option ” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities; (B)  “ Convertible Securities ” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock; and (C)  “ Additional Shares of Common Stock ” shall mean all shares of Common Stock issued (or, pursuant to (a)(iii) below, deemed to be issued) by the Company after the date hereof other than shares of Common Stock issued upon exercise of (x) this Warrant or (y) the Warrant to purchase 1,427,035 shares of Common Stock at a price of $33.00 per share, granted by the Company to IBM on the date hereof.

                                (ii)  No Adjustment of Purchase Price.  No adjustments to the Purchase Price under this Appendix B shall be made unless the consideration per share (determined pursuant to (a)(v) below) for an Additional Share of Common Stock issued or deemed to be issued by the Company is less than the Market Price in effect on the date of, and immediately prior to, the issue of such Additional Shares of Common Stock.  Notwithstanding anything to the contrary contained elsewhere in this Appendix B , no adjustment to the Purchase Price shall be made for Common Stock issued or deemed to be issued by the Company upon the exercise of Options that (1) were issued and outstanding as of the date hereof, (2) are issued after the date hereof pursuant to compensation plans approved by the shareholders of the Company and pursuant to which the consideration payable to the Company upon the exercise thereof is no less than the closing sale price (price for last trade) per share of Common Stock as reported on the principal trading exchange for the Common Stock or (3) are issued by the Company to all of the holders of its Common Stock and are concurrently issued to the Holder such that the Holder receives, with respect to any portion of this Warrant that is unexercised at such time, the same number of such Options as it would have received had this Warrant been fully exercised immediately prior to such distribution.

                                (iii) Issue of Securities Deemed Issue of Additional Shares of Common Stock.  If the Company at any time or from time to time after the date hereof shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of  securities entitled to receive any such Options or Convertible Securities (in each case other than in connection with the adoption of a shareholder rights plan by the Company), then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to (a)(v) below) of such Additional Shares of Common Stock would be less

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than the Market Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided, further , that, in any such case in which Additional Shares of Common Stock are deemed to be issued:

                                                (A)  No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities;

                                                (B)  If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, upon the exercise, conversion or exchange thereof, the Purchase Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase becoming effective, be recomputed to reflect such increase insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

                                                (C)  Upon the expiration, maturity  or termination of any unexercised Option or Convertible Security, as applicable, the Purchase Price shall be readjusted, and the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option or Convertible Security shall not be deemed issued for the purposes of any subsequent adjustment of the Purchase Price;

                                                (D)  In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have been obtained had the adjustment which was made upon the issuance of such Option or Convertible Security not exercised or converted prior to such change been made upon the basis of such change; and

                                                (E)  No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date.

                                (iv)  Adjustment of Purchase Price Upon Issuance of Additional Shares of Common Stock.  In the event the Company shall at any time after the date hereof issue Additional Shares of  Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to (a)(iii) above, but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in (b) below), without consideration or for a consideration per share less than the Market Price in effect on the date of and immediately prior to such issue, then and in such event, the Purchase Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Purchase Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock

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outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Purchase Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued; provided that , (i) for the purpose of this (a)(iv), all shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding (other than shares excluded from the definition of “Additional Shares of Common Stock” by virtue of (a)(i)(D) above), and (ii) the number of shares of Common Stock deemed issuable upon conversion of such outstanding Options and Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate of such Options or Convertible Securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation; provided , further , that no adjustment to the Purchase Price shall be made pursuant to this Section (a)(iv) as a result of the issuance of Additional Shares of Common Stock pursuant to (x) a bona fide underwritten public offering or (y) any transaction referred to in Section 5 of the Warrant Agreement, or any other acquisition (whether by merger, consolidation, stock or asset purchase or other form of business combination) of any business (other than from an Affiliate of the Company) in an arms’-length transaction.  See also paragraph (c) of this Appendix B (“Adjustment in Number of Warrant Shares”).

                                (v)  Adjustment of Purchase Price Upon Cash Distributions.  In the event the Company shall at any time after the date hereof distribute to all holders of Common Stock (a) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of cash (other than cash dividends declared and paid pursuant to a regular quarterly dividend policy in effect on the relevant date and consistent with corresponding policies of peer companies in the Company’s industry) evidences of its indebtedness, shares of its capital stock or any other properties or securities or (b) any options, warrants or other rights to subscribe for, purchase, or which are convertible into, any of the foregoing, then and in such event, the Purchase Price shall be adjusted to a number determined by multiplying the Purchase Price immediately prior to the record date for any such dividend or distribution by a fraction, the numerator of which shall be the then-current Market Price of a share of the Common Stock on such record date less the sum of (x) the amount of cash, if any, distributed per share of Common Stock and (y) the then fair value (as determined in good faith by the Board) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, warrants, options or subscription or purchase rights, and the denominator of which shall be such Market Price.  Such adjustments shall be made, and shall only become effective, whenever any dividend or distribution to which this Section (a)(v) applies is made; provided , however , that the Company is not required to make an adjustment pursuant to this Section (a)(v) if at the time of such distribution the Company makes the same distribution to the Holder as it