Fill and Sign the Amendment 1 Form

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AMENDMENT NO. 1 (this "Amendment") to the AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of November 21, 1999 (the "Merger Agreement," capitalized terms used but not otherwise defined herein are used herein as therein defined), among Digital Insight Corporation, a Delaware corporation ("Parent"), Black Transitory Corporation, a Delaware corporation and a wholly- owned subsidiary of Parent ("Merger Sub"), and nFront, Inc., a Georgia corporation ("Company"), is made this 6th day of January, 2000 by and among Parent, Merger Sub and Company. RECITALS WHEREAS, Parent, Merger Sub and Company desire to amend the Merger Agreement as provided herein. NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. AMENDMENTS TO MERGER AGREEMENT. Section 5.14 of the Merger Agreement is hereby amended and restated in its entirety as follows: "5.14 Parent Board of Directors. The Board of Directors of Parent will take all actions necessary such that Brady L. Rackley, III ("Rackley") shall be appointed to Parent's Board of Directors as a Class I director as of the Effective Time. Additionally, the Board of Directors of Parent will take all actions necessary to appoint to Parent's Board of Directors one additional Class I director (in addition to Rackley) designated either by Company's Board of Directors (if designated prior to the Effective Time), or by Rackley, (if designated after the Effective Time), which designation shall be made by notice to Parent on or before the date forty-five (45) days prior to the date of Parent's first stockholders meeting following the Effective Time, and which designee shall, in either case, be reasonably acceptable to Parent (the "Additional Designee"). Parent's Board of Directors shall consist of seven members in total after such appointments. The Board of Directors of Parent will take all actions necessary to nominate Rackley and the Additional Designee to Parent's Board of Directors for re-election at the expiration of such appointees' initial term." SECTION 2. REPRESENTATIONS AND WARRANTIES. (a) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Parent and Merger Sub that Company has all necessary corporate power and authority to execute and deliver this Amendment, to perform its obligations under the Merger Agreement as amended hereby and to consummate the transactions contemplated hereby. (b) REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to Company that: Parent and Merger Sub have all necessary corporate power and authority to execute and deliver this Amendment, to perform their respective obligations under the Merger Agreement as amended hereby and to consummate the transactions contemplated hereby. SECTION 3. EFFECT ON MERGER AGREEMENT. Except as otherwise specifically provided herein, the Merger Agreement shall not be amended but shall remain in full force and effect, subject to the terms thereof. SECTION 4. GOVERNING LAW. Except to the extent mandatorily governed by Georgia Law, this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. AA-1 SECTION 5. COUNTERPARTS. This Amendment may be signed in one or more counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized respective officers as of the date first written above. DIGITAL INSIGHT CORPORATION /s/ John C. Dorman By: ________________________________ Name: John C. Dorman Title: Chairman, President and CEO BLACK TRANSITORY CORPORATION /s/ Kevin McDonnell By: ________________________________ Name: Kevin McDonnell Title: CFO NFRONT, INC. /s/ Brady L. Rackley III By: _________________________________ Name: Brady L. Rackley III Title: Chairman and CEO