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                                                                  Exhibit 10.03

                                                                [As amended
                                                             through 1-18-2001]

                        CSG SYSTEMS INTERNATIONAL, INC.
                           1996 STOCK INCENTIVE PLAN

     1. Purpose. The purpose of the CSG Systems International, Inc. 1996 Stock
Incentive Plan (the "Plan") is to foster and promote the long-term financial
success of the Company and its Subsidiaries and thereby increase stockholder
value by providing incentives to those officers and other key employees who are
likely to be responsible for achieving such success.

     2. Certain Definitions.

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

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto. References to a particular section of the Code
shall include any regulations issued under such section.

     "Committee" shall have the meaning provided in Section 3 of the Plan.

     "Common Stock" means the Common Stock, $0.01 par value per share, of the
Company.

     "Company" means CSG Systems International, Inc., a Delaware corporation.

     "Disability" means (i) with respect to the exercise of an Incentive Stock
Option after termination of employment, a disability within the meaning of
Section 22(e)(3) of the Code and (ii) for all other purposes, a mental or
physical condition which, in the opinion of the Committee, renders a grantee
unable or incompetent to carry out the job responsibilities which such grantee
held or the tasks to which such grantee was assigned at the time the disability
was incurred and which is expected to be permanent or for an indefinite duration
exceeding one year.

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

     "Fair Market Value" means, as determined by the Committee, the last sale
price of the Common Stock as quoted on the Nasdaq National Market System on the
trading day for which the determination is being made, or, in the event that no
such sale takes place on such day, the average of the reported closing bid and
asked prices on such day, or, if the Common Stock of the Company is listed on a
national securities exchange, the last reported sale price on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading on the trading day for which the determination is being made, or, if no
such reported sale takes place on such day, the average of the closing bid and
asked prices on such day on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or, if the
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Common Stock is not quoted on such National Market System nor listed or admitted
to trading on a national securities exchange, the average of the closing bid and
asked prices in the over-the-counter market on the day for which the
determination is being made as reported through Nasdaq, or, if bid and asked
prices for the Common Stock on such day are not reported through Nasdaq, the
average of the bid and asked prices for such day as furnished by any New York
Stock Exchange member firm regularly making a market in the Common Stock
selected for such purpose by the Committee, or, if none of the foregoing is
applicable, then the fair market value of the Common Stock as determined in good
faith by the Committee in its sole discretion.

     "Incentive Stock Option" means any stock option intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.

     "Non-Qualified Stock Option" means any stock option that is not intended to
be an Incentive Stock Option, including any stock option that provides (as of
the time such option is granted) that it will not be treated as an Incentive
Stock Option.

     "Parent Corporation" 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 the 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.

     "Performance Unit Award" means an award granted pursuant to Section 8.

     "Plan Year" means the twelve-month period beginning on January 1 and ending
on December 31; provided, that the first Plan Year shall be a short Plan Year
beginning on January 3, 1996, and ending on December 31, 1996.

     "Restricted Stock Award" means an award of Common Stock granted pursuant to
Section 9.

     "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as in effect from
time to time.

     "Stock Appreciation Right" means an award granted pursuant to Section 7.

     "Stock Bonus Award" means an award of Common Stock granted pursuant to
Section 10.

     "Stock Option" means any option to purchase Common Stock granted pursuant
to Section 6.

     "Subsidiary" means (i) as it relates to Incentive Stock Options, any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the option, 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 and (ii) for all other
purposes, a corporation, domestic or foreign, of which not less than 50% of the
voting shares are held by the

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Company or by a Subsidiary, whether or not such corporation now exists or
hereafter is organized or acquired by the Company or by a Subsidiary.

     3. Administration. The Plan shall be administered by a committee composed
solely of two or more members of the Board (the "Committee") selected by the
Board, each of whom shall qualify as a "Non-Employee Director" within the
meaning of Rule 16b-3 and as an "outside director" within the meaning of Section
162(m) of the Code.

     The Committee shall have authority to grant to eligible employees of the
Company or its Subsidiaries, pursuant to the terms of the Plan, (a) Stock
Options, (b) Stock Appreciation Rights, (c) Restricted Stock Awards, (d)
Performance Unit Awards, (e) Stock Bonus Awards, or (f) any combination of the
foregoing.

     Subject to the applicable provisions of the Plan, the Committee shall have
authority to interpret the provisions of the Plan and to decide all questions of
fact arising in the application of such provisions; to select the officers and
other key employees to whom awards or options shall be granted under the Plan;
to determine whether and to what extent awards or options shall be granted under
the Plan; to determine the types of awards and options to be granted under the
Plan and the amount, size, terms and conditions of each such award or option; to
determine the time when awards or options shall be granted under the Plan; to
determine whether, to what extent and under what circumstances the payment of
Common Stock and other amounts payable with respect to an award granted under
the Plan shall be deferred either automatically or at the election of the
grantee; to determine the Fair Market Value of the Common Stock from time to
time; to authorize persons to execute on behalf of the Company any agreement
required to be entered into under the Plan; to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as the
Committee from time to time shall deem advisable; and to make all other
determinations necessary or advisable for the administration of the Plan.

     Unless otherwise expressly provided in the Plan, all decisions and
determinations made by the Committee pursuant to the provisions of the Plan
shall be made in the sole discretion of the Committee and shall be final and
binding on all persons, including but not limited to the Company and its
Subsidiaries, the officers and other key employees to whom awards and options
are granted under the Plan, the heirs and legal representatives of such officers
and key employees, and the personal representatives and beneficiaries of the
estates of such officers and key employees.

     The Committee may delegate to any officer or officers of the Company any of
the Committee's duties, powers, and authorities under the Plan upon such
conditions and with such limitations as the Committee may determine; provided,
that only the Committee may select for awards or options under the Plan, and
make grants of awards or options under the Plan to, officers and other key
employees of the Company or any Subsidiary who are subject to Section 16 of the
Exchange Act at the time of such selection or the making of such a grant.

     4. Common Stock Subject to the Plan. Subject to adjustment pursuant to
Section 19, the maximum number of shares of Common Stock which may be issued
under the Plan on and after May 20, 1999, is the sum of (a) the number of shares
of Common Stock which were subject

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to outstanding Stock Options as of May 19, 1999, plus (b) the number of shares
of Common Stock available for, but not yet subject to, the grant of an award or
option under the Plan as of May 19, 1999, plus (c) 3,000,000 shares of Common
Stock; and the Company shall reserve and keep available for issuance under the
Plan such maximum number of shares, subject to adjustment pursuant to Section
19. Such shares may consist in whole or in part of authorized and unissued
shares or treasury shares or any combination thereof. The aggregate number of
shares of Common Stock subject to or issuable in payment of (i) Stock Options,
(ii) Stock Appreciation Rights, (iii) Stock Bonus Awards, (iv) Restricted Stock
Awards or (v) Performance Unit Awards granted under the Plan in any Plan Year to
any individual may not exceed 480,000, subject to adjustment pursuant to Section
19. Except as otherwise provided in the Plan, any shares subject to an option or
right which expires for any reason or terminates unexercised as to such shares
shall again be available for the grant of awards or options under the Plan. If
any shares of Common Stock have been pledged as collateral for indebtedness
incurred by an optionee in connection with the exercise of a Stock Option and
such shares are returned to the Company in satisfaction of such indebtedness,
then such shares shall again be available for the grant of awards or options
under the Plan.

     5. Eligibility to Receive Awards and Options. Awards and options may be
granted under the Plan to those officers and other key employees of the Company
or any Subsidiary who are responsible for or contribute to, or are likely to be
responsible for or contribute to, the management, growth and success of the
Company or any Subsidiary. The granting of an award or option under the Plan to
an officer or other key employee of the Company or any Subsidiary shall
conclusively evidence the Committee's determination that such grantee meets one
or more of the criteria referred to in the preceding sentence. Directors of the
Company or of any Subsidiary who are not employees of the Company or any
Subsidiary shall not be eligible to participate in the Plan.

     6. Stock Options. A Stock Option may be an Incentive Stock Option or a
Non-Qualified Stock Option. To the extent that any Stock Option does not qualify
as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option. Stock Options may be granted alone or in addition to other awards made
under the Plan. Stock Options shall be evidenced by agreements in such form as
the Committee shall approve from time to time. The agreements shall contain in
substance the following terms and conditions and may contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem appropriate:

          (a) Type of Option. Each option agreement shall identify the Stock
     Option represented thereby as an Incentive Stock Option or a Non-Qualified
     Stock Option, as the case may be.

          (b) Option Price. The option exercise price per share shall not be
     less than the Fair Market Value of the Common Stock on the date the Stock
     Option is granted and in no event shall be less than the par value of the
     Common Stock.

          (c) Term. Each option agreement shall state the period or periods of
     time within which the Stock Option may be exercised, in whole or in part,
     which shall be such

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     period or periods of time as the Committee may determine at the time of the
     Stock Option grant; provided, that no Stock Option granted under the Plan
     shall be exercisable more than ten years after the date of its grant; and
     provided further, that each Stock Option granted under the Plan shall
     become exercisable one year after the date of its grant, unless the option
     agreement specifically provides otherwise. The Committee shall have
     authority to accelerate previously established exercise rights, subject to
     the requirements set forth in the Plan, under such circumstances and upon
     such terms and conditions as the Committee shall deem appropriate.

          (d) Payment for Shares. The Committee may permit all or part of the
     payment of the option exercise price to be made (i) in cash, by check or by
     wire transfer or (ii) in shares of Common Stock (A) which already are owned
     by the optionee and which are surrendered to the Company in good form for
     transfer or (B) which are retained by the Company from the shares of the
     Common Stock which would otherwise be issued to the optionee upon the
     optionee's exercise of the Stock Option. Such shares shall be valued at
     their Fair Market Value on the date of exercise of the Stock Option. In
     lieu of payment in fractions of shares, payment of any fractional share
     amount shall be made in cash or check payable to the Company. The Committee
     also may provide that the exercise price may be paid by delivering a
     properly executed exercise notice in a form approved by the Committee
     together with irrevocable instructions to a broker to promptly deliver to
     the Company the amount of the applicable sale or loan proceeds required to
     pay the exercise price. No shares of Common Stock shall be issued to any
     optionee upon the exercise of a Stock Option until the Company receives
     full payment therefor as described above.

          (e) Rights upon Termination of Employment. In the event that an
     optionee ceases to be employed by the Company and all of its Subsidiaries
     for any reason other than such optionee's death or Disability, any rights
     of the optionee under any Stock Option then in effect immediately shall
     terminate; provided, that the optionee (or the optionee's legal
     representative) shall have the right to exercise the Stock Option during
     its term within a period of three (3) months after such termination of
     employment to the extent that the Stock Option was exercisable at the time
     of such termination or within such other period and subject to such other
     terms and conditions as may be specified by the Committee. Notwithstanding
     the foregoing provisions of this Section 6(e), the optionee (and the
     optionee's legal representative) shall not have any rights under any Stock
     Option, and the Company shall not be obligated to sell or deliver shares of
     Common Stock (or have any other obligation or liability) under any Stock
     Option, if the Committee shall determine that (i) the employment of the
     optionee with the Company or any Subsidiary has been terminated for cause
     or (ii) the optionee has engaged or may engage in employment or activities
     competitive with the Company or any Subsidiary or contrary, in the opinion
     of the Committee, to the best interests of the Company or any Subsidiary.
     In the event of such determination, the optionee (and the optionee's legal
     representative) shall have no right under any Stock Option to purchase any
     shares of Common Stock regardless of whether the optionee (or the
     optionee's legal representative) shall have delivered a notice of exercise
     prior to the Committee's making of such determination. Any Stock Option may
     be terminated entirely by the Committee at the

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     time of or at any time subsequent to a determination by the Committee under
     this Section 6(e) which has the effect of eliminating the Company's
     obligation to sell or deliver shares of Common Stock under such Stock
     Option.

          In the event that an optionee ceases to be employed by the Company and
     all of its Subsidiaries by reason of such optionee's Disability, prior to
     the expiration of a Stock Option and without such optionee's having fully
     exercised such Stock Option, such optionee or such optionee's legal
     representative shall have the right to exercise such Stock Option during
     its term within a period of six (6) months after such termination of
     employment to the extent that such Stock Option was exercisable at the time
     of such termination or within such other period and subject to such other
     terms and conditions as may be specified by the Committee.

          In the event that an optionee ceases to be employed by the Company and
     all of its Subsidiaries by reason of such optionee's death, prior to the
     expiration of a Stock Option and without such optionee's having fully
     exercised such Stock Option, the personal representative of such optionee's
     estate or the person who acquired the right to exercise such Stock Option
     by bequest or inheritance from such optionee shall have the right to
     exercise such Stock Option during its term within a period of twelve (12)
     months after the date of such optionee's death to the extent that such
     Stock Option was exercisable at the time of such death or within such other
     period and subject to such other terms and conditions as may be specified
     by the Committee.

To the extent that the aggregate Fair Market Value (determined as of the time
the option is granted) of the Common Stock with respect to which Incentive Stock
Options granted under the Plan (and all other plans of the Company and its
Subsidiaries) become exercisable for the first time by any individual in any
calendar year exceeds $100,000, such Stock Options shall be treated as
Non-Qualified Stock Options. No Incentive Stock Option shall be granted to any
employee if, at the time the option is granted, the employee (in his or her own
right or by reason of the attribution rules applicable under Section 424(d) of
the Code) owns more than 10% of the total combined voting power of all classes
of stock of the Company or any Parent Corporation or Subsidiary unless at the
time such option is granted the option price is at least 110% of the Fair Market
Value of the stock subject to such Stock Option and such Stock Option by its
terms is not exercisable after the expiration of five years from the date of its
grant.

     7. Stock Appreciation Rights. Stock Appreciation Rights shall enable the
grantees thereof to benefit from increases in the Fair Market Value of shares of
Common Stock and shall be evidenced by agreements in such form as the Committee
shall approve from time to time. The agreements shall contain in substance the
following terms and conditions and may contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem appropriate:

          (a) Award. A Stock Appreciation Right shall entitle the grantee,
     subject to such terms and conditions as the Committee may prescribe, to
     receive upon the exercise thereof an award equal to all or a portion of the
     excess of (i) the Fair Market Value of a specified number of shares of
     Common Stock at the time of the exercise of such right

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     over (ii) a specified price which shall not be less than the Fair Market
     Value of the Common Stock at the time the right is granted or, if connected
     with a previously granted Stock Option, not less than the Fair Market Value
     of the Common Stock at the time such Stock Option was granted. Subject to
     the limitations set forth in Section 4, such award may be paid by the
     Company in cash, shares of Common Stock (valued at their then Fair Market
     Value) or any combination thereof, as the Committee may determine. Stock
     Appreciation Rights may be, but are not required to be, granted in
     connection with a previously or contemporaneously granted Stock Option. In
     the event of the exercise of a Stock Appreciation Right, the number of
     shares reserved for issuance under the Plan shall be reduced by the number
     of shares covered by the Stock Appreciation Right as to which such exercise
     occurs.

          (b) Term. Each agreement shall state the period or periods of time
     within which the Stock Appreciation Right may be exercised, in whole or in
     part, subject to such terms and conditions prescribed for such purpose by
     the Committee; provided, that no Stock Appreciation Right shall be
     exercisable more than ten years after the date of its grant; and provided
     further, that each Stock Appreciation Right granted under the Plan shall
     become exercisable one year after the date of its grant, unless the
     agreement specifically provides otherwise. The Committee shall have
     authority to accelerate previously established exercise rights, subject to
     the requirements set forth in the Plan, under such circumstances and upon
     such terms and conditions as the Committee shall deem appropriate.

          (c) Rights upon Termination of Employment. In the event that a grantee
     of a Stock Appreciation Right ceases to be employed by the Company and all
     of its Subsidiaries for any reason other than such grantee's death or
     Disability, any rights of the grantee under any Stock Appreciation Right
     then in effect immediately shall terminate; provided, that the grantee (or
     the grantee's legal representative) shall have the right to exercise the
     Stock Appreciation Right during its term within a period of three (3)
     months after such termination of employment to the extent that the Stock
     Appreciation Right was exercisable at the time of such termination or
     within such other period and subject to such other terms and conditions as
     may be specified by the Committee. Notwithstanding the foregoing provisions
     of this Section 7(c), the grantee (and the grantee's legal representative)
     shall not have any rights under any Stock Appreciation Right, and the
     Company shall not be obligated to pay or deliver any cash, Common Stock or
     any combination thereof (or have any other obligation or liability) under
     any Stock Appreciation Right, if the Committee shall determine that (i) the
     employment of the grantee with the Company or any Subsidiary has been
     terminated for cause or (ii) the grantee has engaged or may engage in
     employment or activities competitive with the Company or any Subsidiary or
     contrary, in the opinion of the Committee, to the best interests of the
     Company or any Subsidiary. In the event of such determination, the grantee
     (and the grantee's legal representative) shall have no right under any
     Stock Appreciation Right regardless of whether the grantee (or the
     grantee's legal representative) shall have delivered a notice of exercise
     prior to the Committee's making of such determination. Any Stock
     Appreciation Right may be terminated entirely by the Committee at the time
     of or at any time subsequent to a determination by the Committee

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     under this Section 7(c) which has the effect of eliminating the Company's
     obligations under such Stock Appreciation Right.

          In the event that a grantee of a Stock Appreciation Right ceases to be
     employed by the Company and all of its Subsidiaries by reason of such
     grantee's Disability, prior to the expiration of a Stock Appreciation Right
     and without such grantee's having fully exercised such Stock Appreciation
     Right, such grantee or such grantee's legal representative shall have the
     right to exercise such Stock Appreciation Right during its term within a
     period of six (6) months after such termination of employment to the extent
     that such Stock Appreciation Right was exercisable at the time of such
     termination or within such other period and subject to such other terms and
     conditions as may be specified by the Committee.

          In the event that a grantee ceases to be employed by the Company and
     all of its Subsidiaries by reason of such grantee's death, prior to the
     expiration of a Stock Appreciation Right and without such grantee's having
     fully exercised such Stock Appreciation Right, the personal representative
     of the grantee's estate or the person who acquired the right to exercise
     such Stock Appreciation Right by bequest or inheritance from such grantee
     shall have the right to exercise such Stock Appreciate Right during its
     term within a period of twelve (12) months after the date of such grantee's
     death to the extent that such Stock Appreciation Right was exercisable at
     the time of such death or within such other period and subject to such
     other terms and conditions as may be specified by the Committee.

     8. Performance Unit Awards. Performance Unit Awards shall entitle the
grantees thereof to receive future payments based upon and subject to the
achievement of preestablished long-term performance targets and shall be
evidenced by agreements in such form as the Committee shall approve from time to
time. The agreements shall contain in substance the following terms and
conditions and may contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
appropriate:

          (a) Performance Period. The Committee shall establish with respect to
     each Performance Unit Award a performance period of not fewer than two
     years nor more than five years.

          (b) Unit Value. The Committee shall establish with respect to each
     Performance Unit Award a value for each unit which shall not change
     thereafter or which may vary thereafter on the basis of criteria specified
     by the Committee.

          (c) Performance Targets. The Committee shall establish with respect to
     each Performance Unit Award maximum and minimum performance targets to be
     achieved during the applicable performance period. The achievement of the
     maximum targets shall entitle a grantee to payment with respect to the full
     value of a Performance Unit Award. The achievement of less than the maximum
     targets, but in excess of the minimum targets, shall entitle a grantee to
     payment with respect to a portion of a Performance Unit Award according to
     the level of achievement of the applicable targets as specified by the

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     Committee. To the extent the Committee deems necessary or appropriate to
     protect against the loss of deductibility pursuant to Section 162(m) of the
     Code, such targets shall be established in conformity with the requirements
     of Section 162(m) of the Code.

          (d) Performance Measures. Performance targets established by the
     Committee shall relate to corporate, division, subsidiary, group or unit
     performance in terms of objective financial criteria or performance goals
     which satisfy the requirements of Section 162(m) of the Code or, with
     respect to grantees not subject to Section 162(m) of the Code, such other
     measures or standards of performance as the Committee may determine.
     Multiple targets may be used and may have the same or different weighting,
     and the targets may relate to absolute performance or relative performance
     measured against other companies, businesses or indexes.

          (e) Adjustments. At any time prior to the payment of a Performance
     Unit Award, the Committee may adjust previously established performance
     targets or other terms and conditions of such Performance Unit Award,
     including the Company's or another company's financial performance for Plan
     purposes, in order to reduce or eliminate, but not to increase, the payment
     with respect to a Performance Unit Award that otherwise would be due upon
     the attainment of such previously established performance targets. Such
     adjustments shall be made to reflect major unforeseen events such as
     changes in laws, regulations or accounting practices, mergers, acquisitions
     or divestitures or other extraordinary, unusual or nonrecurring items or
     events.

          (f) Payment of Performance Unit Awards. Upon the conclusion of each
     performance period, the Committee shall determine the extent to which the
     applicable performance targets have been attained and any other terms and
     conditions have been satisfied for such period and shall provide such
     certification thereof as may be necessary to satisfy the requirements of
     Section 162(m) of the Code. The Committee shall determine what, if any,
     payment is due on a Performance Unit Award and, subject to the limitations
     set forth in Section 4, whether such payment shall be made in cash, shares
     of Common Stock (valued at their then Fair Market Value) or a combination
     thereof. Payment of a Performance Unit Award shall be made in a lump sum or
     in installments, as determined by the Committee, commencing as promptly as
     practicable after the end of the performance period unless such payment is
     deferred upon such terms and conditions as may be specified by the
     Committee.

          (g) Termination of Employment. In the event that a grantee of a
     Performance Unit Award ceases to be employed by the Company and all of its
     Subsidiaries for any reason other than such grantee's death or Disability,
     any rights of such grantee under any Performance Unit Award then in effect
     whose performance period has not ended shall terminate immediately;
     provided, that the Committee may authorize the partial payment of any such
     Performance Unit Award if the Committee determines such action to be
     equitable.

          In the event that a grantee of a Performance Unit Award ceases to be
     employed by the Company and all of its Subsidiaries by reason of such
     grantee's death or Disability,

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     any rights of such grantee under any Performance Unit Award then in effect
     whose performance period has not ended shall terminate immediately;
     provided, that the Committee may authorize the payment to such grantee or
     such grantee's legal representative of all or any portion of such
     Performance Unit Award to the extent earned under the applicable
     performance targets, even though the applicable performance period has not
     ended, upon such terms and conditions as may be specified by the Committee.

     9. Restricted Stock Awards. Restricted Stock Awards shall consist of shares
of Common Stock restricted against transfer, subject to a substantial risk of
forfeiture and to other terms and conditions intended to further the purpose of
the Plan as the Committee may determine, and shall be evidenced by agreements in
such form as the Committee shall approve from time to time. The agreements shall
contain in substance the following terms and conditions and may contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem appropriate:

          (a) Restriction Period. The Common Stock covered by Restricted Stock
     Awards shall be subject to the applicable restrictions established by the
     Committee over such period as the Committee shall determine. To the extent
     the Committee deems necessary or appropriate to protect against the loss of
     deductibility pursuant to Section 162(m) of the Code, Restricted Stock
     Awards also may be subject to the attainment of one or more preestablished
     performance objectives which relate to corporate, subsidiary, division,
     group or unit performance in terms of objective financial criteria or
     performance goals which satisfy the requirements of Section 162(m) of the
     Code; provided, that any such preestablished financial criteria or
     performance goals subsequently may be adjusted by the Committee to reduce
     or eliminate, but not to increase, a Restricted Stock Award in order to
     take into account unforeseen events or changes in circumstances.

          (b) Restriction upon Transfer. Shares of Common Stock covered by
     Restricted Stock Awards may not be sold, assigned, transferred, exchanged,
     pledged, hypothecated or otherwise encumbered, except as provided in the
     Plan or in any Restricted Stock Award agreement entered into between the
     Company and a grantee, during the restriction period applicable to such
     shares. Notwithstanding the foregoing provisions of this Section 9(b), and
     except as otherwise provided in the Plan or the applicable Restricted Stock
     Award agreement, a grantee of a Restricted Stock Award shall have all of
     the other rights of a holder of Common Stock including but not limited to
     the right to receive dividends and the right to vote such shares.

          (c) Payment. The Committee shall determine the amount, form and time
     of payment, if any, that shall be required from the grantee of a Restricted
     Stock Award in consideration of the issuance and delivery of the shares of
     Common Stock covered by such Restricted Stock Award.

          (d) Certificates. Each certificate issued in respect of shares of
     Common Stock covered by a Restricted Stock Award shall be registered in the
     name of the grantee and shall bear the following legend (in addition to any
     other legends which may be appropriate):

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          "This certificate and the shares of stock represented hereby are
          subject to the terms and conditions (including forfeiture provisions
          and restrictions against transfer) contained in the CSG Systems
          International, Inc. 1996 Stock Incentive Plan and a Restricted Stock
          Award Agreement entered into between the registered owner and CSG
          Systems International, Inc. Release from such terms and conditions may
          be obtained only in accordance with the provisions of such Plan and
          Agreement, a copy of each of which is on file in the office of the
          Secretary of CSG Systems International, Inc."

     The Committee may require the grantee of a Restricted Stock Award to enter
     into an escrow agreement providing that the certificates representing the
     shares covered by such Restricted Stock Award will remain in the physical
     custody of an escrow agent until all restrictions are removed or expire.
     The Committee also may require that the certificates held in such escrow be
     accompanied by a stock power, endorsed in blank by the grantee, relating to
     the Common Stock covered by such certificates.

          (e) Lapse of Restrictions. Except for preestablished performance
     objectives established with respect to Restricted Stock Awards to grantees
     subject to Section 162(m) of the Code, the Committee may provide for the
     lapse of restrictions applicable to Common Stock subject to Restricted
     Stock Awards in installments and may waive such restrictions in whole or in
     part based upon such factors and such circumstances as the Committee shall
     determine. Upon the lapse of such restrictions, certificates for shares of
     Common Stock, free of the restrictive legend set forth in Section 9(c),
     shall be issued to the grantee or the grantee's legal representative. The
     Committee shall have authority to accelerate the expiration of the
     applicable restriction period with respect to all or any portion of the
     shares of Common Stock covered by a Restricted Stock Award except, with
     respect to grantees subject to Section 162(m) of the Code, to the extent
     such acceleration would result in the loss of the deductibility of such
     Restricted Stock Award pursuant to Section 162(m) of the Code.

          (f) Termination of Employment. In the event that a grantee of a
     Restricted Stock Award ceases to be employed by the Company and all of its
     Subsidiaries for any reason, any rights of such grantee with respect to
     shares of Common Stock that remain subject to restrictions under such
     Restricted Stock Award shall terminate immediately, and any shares of
     Common Stock covered by a Restricted Stock Award with unlapsed restrictions
     shall be subject to reacquisition by the Company upon the terms set forth
     in the applicable agreement with such grantee. The Committee may provide
     for complete or partial exceptions to such employment requirement if the
     Committee determines such action to be equitable.

     10. Stock Bonus Awards. The Committee may grant a Stock Bonus Award to an
eligible grantee under the Plan based upon corporate, division, subsidiary,
group or unit performance in terms of preestablished objective financial
criteria or performance goals or, with respect to participants not subject to
Section 162(m) of the Code, such other measures or

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standards of performance (including but not limited to performance already
accomplished) as the Committee may determine; provided, that any such
preestablished financial criteria or performance goals subsequently may be
adjusted to reduce or eliminate, but not to increase, a Stock Bonus Award in
order to take into account unforeseen events or changes in circumstances.

     If appropriate in the sole discretion of the Committee, Stock Bonus Awards
shall be evidenced by agreements in such form as the Committee shall approve
from time to time. In addition to any applicable performance goals or standards
and subject to the terms of the Plan, shares of Common Stock which are the
subject of a Stock Bonus Award may be (i) subject to additional restrictions
(including but not limited to restrictions on transfer) or (ii) granted directly
to a grantee free of any restrictions, as the Committee shall deem appropriate.

     11. General Restrictions. Each award or grant under the Plan shall be
subject to the requirement that if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any governmental regulatory
body, or (iii) an agreement by the grantee of an award or grant with respect to
the disposition of the shares of Common Stock subject or related thereto is
necessary or desirable as a condition of, or in connection with, such award or
grant or the issuance or purchase of shares of Common Stock thereunder, then
such award or grant may not be consummated and any rights thereunder may not be
exercised in whole or in part unless such listing, registration, qualification,
consent, approval or agreement shall have been effected or obtained upon
conditions acceptable to the Committee. Awards or grants under the Plan shall be
subject to such additional terms and conditions, not inconsistent with the Plan,
as the Committee in its sole discretion deems necessary or desirable, including
but not limited to such terms and conditions as are necessary to enable a
grantee to avoid any short-swing profit recapture liability under Section 16 of
the Exchange Act.

     12. Single or Multiple Agreements. Multiple forms of awards or grants or
combinations thereof may be evidenced either by a single agreement or by
multiple agreements, as determined by the Committee.

     13. Rights of a Stockholder. Unless otherwise provided by the Plan, the
grantee of any award or grant under the Plan shall have no rights as a
stockholder of the Company with respect to the shares of Common Stock subject or
related to such award or grant unless and until certificates for such shares of
Common Stock are issued to such grantee.

     14. No Right to Continue Employment. Nothing in the Plan or in any
agreement entered into pursuant to the Plan shall confer upon any grantee the
right to continue in the employment of the Company or any Subsidiary or affect
any right which the Company or any Subsidiary may have to terminate the
employment of any grantee with or without cause.

     15. Withholding. The Company's obligation to (i) deliver shares of Common
Stock or pay cash upon the exercise of any Stock Option or Stock Appreciation
Right, (ii) deliver shares of Common Stock or pay cash in payment of any
Performance Unit Award, (iii) deliver stock certificates upon the vesting of any
Restricted Stock Award, and (iv) deliver shares of Common

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<PAGE>

Stock upon the grant of any Stock Bonus Award shall be subject to applicable
federal, state and local tax withholding requirements. In the discretion of the
Committee, amounts required to be withheld for taxes may be paid by the grantee
in cash or shares of Common Stock (either through the surrender of previously
held shares of Common Stock or the withholding of shares of Common Stock
otherwise issuable upon the exercise or payment of such Stock Option, Stock
Appreciation Right or Award) having a Fair Market Value equal to the required
tax withholding amount and upon such other terms and conditions as the Committee
shall determine; provided, that any election by a grantee subject to Section
16(b) of the Exchange Act to pay any tax withholding in shares of Common Stock
shall be subject to and must comply with any applicable rules under Section
16(b) of the Exchange Act.

     16. Indemnification. No member of the Board or the Committee, nor any
officer or employee of the Company or a Subsidiary acting on behalf of the Board
or the Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan; and all
members of the Board or the Committee and each and any officer or employee of
the Company or any Subsidiary acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

     17. Non-Assignability. No award or grant under the Plan shall be assignable
or transferable by the recipient thereof except by will, by the laws of descent
and distribution or, in the case of awards or grants other than Incentive Stock
Options, pursuant to a qualified domestic relations order or by such other means
(if any) or in such other manner (if any) as the Committee may approve from time
to time. No right or benefit under the Plan shall be liable for the debts,
liabilities, or alimony obligations of the person entitled to such right or
benefit, either by assignment, attachment, or any other method, and shall not be
subject to be taken by the creditors of the person entitled to such right or
benefit by any process whatsoever.

     18. Nonuniform Determinations. The Committee's determinations under the
Plan (including but not limited to determinations of the persons to receive
awards or grants, the form, amount and timing of such awards or grants, the
terms and provisions of such awards or grants and the agreements evidencing them
and the establishment of values and performance targets) need not be uniform and
may be made by the Committee selectively among the persons who receive, or are
eligible to receive, awards or grants under the Plan, whether or not such
persons are similarly situated.

     19. Adjustments. In the event of any change in the outstanding shares of
Common Stock, by reason of a stock dividend or distribution, stock split,
recapitalization, merger, reorganization, consolidation, split-up, spin-off,
combination of shares, exchange of shares or other change in corporate structure
affecting the Common Stock, the Committee shall make appropriate adjustments in
(a) the aggregate number of shares of Common Stock (i) reserved for issuance
under the Plan, (ii) for which grants or awards may be made to an individual
grantee and (iii) covered by outstanding awards and grants denominated in shares
or units of Common Stock, (b) the exercise or other applicable price related to
outstanding awards or grants and (c) the appropriate Fair Market Value and other
price determinations relevant to outstanding awards or grants and shall make
such other adjustments as may be equitable under the circumstances;

                                       13
<PAGE>

provided, that the number of shares subject to any award or grant always shall
be a whole number.

     20. Terms of Payment. Subject to any other applicable provisions of the
Plan and to any applicable laws, whenever payment by a grantee is required with
respect to shares of Common Stock which are the subject of an award or grant
under the Plan, the Committee shall determine the time, form and manner of such
payment, including but not limited to lump-sum payments and installment payments
upon such terms and conditions as the Committee may prescribe. Installment
payment obligations of a grantee may be evidenced by full-recourse,
limited-recourse or non-recourse promissory notes or other instruments, with or
without interest and with or without collateral or other security as the
Committee may determine.

     21. Termination and Amendment. The Board may terminate the Plan or amend
the Plan or any portion thereof at any time, including but not limited to
amendments to the Plan necessary to comply with the requirements of Section
16(b) of the Exchange Act, Section 162(m) of the Code, Section 422 of the Code
or regulations issued under any of such statutory provisions. The termination or
any amendment of the Plan shall not, without the consent of a grantee, adversely
affect such grantee's rights under an award or grant previously made to such
grantee under the Plan. The Committee may amend the terms of any award or grant
previously made under the Plan, prospectively or retroactively; but, except as
otherwise expressly permitted by the Plan and subject to the provisions of
Section 19, no such amendment shall adversely affect the rights of the grantee
of such award or grant without such grantee's consent. Notwithstanding the
foregoing provisions of this Section 21, stockholder approval of any action
referred to in this Section 21 shall be required whenever necessary to satisfy
the applicable requirements of Section 16(b) of the Exchange Act, Section 162(m)
of the Code, Section 422 of the Code or any regulations issued under any of such
statutory provisions.

     22. Severability. With respect to participants subject to Section 16 of the
Exchange Act, (i) the Plan is intended to comply with all applicable conditions
of Rule 16b-3 or any successor to such rule, (ii) all transactions involving
grantees who are subject to Section 16(b) of the Exchange Act are subject to
such conditions, regardless of whether the conditions are expressly set forth in
the Plan and (iii) any provision of the Plan that is contrary to a condition of
Rule 16b-3 shall not apply to grantees who are subject to Section 16(b) of the
Exchange Act. If any of the terms or provisions of the Plan, or awards or grants
made under the Plan, conflict with the requirements of Section 162(m) or Section
422 of the Code with respect to awards or grants subject to or governed by
Section 162(m) or Section 422 of the Code, as the case may be, then such terms
or provisions shall be deemed inoperative to the extent they so conflict with
the requirements of Section 162(m) or Section 422 of the Code, as the case may
be. With respect to an Incentive Stock Option, if the Plan does not contain any
provision required to be included in the Plan under Section 422 of the Code (as
amended from time to time) or any successor to such section, then such provision
shall be deemed to be incorporated in the Plan with the same force and effect as
if such provision had been expressly set out in the Plan.

     23. Effect on Other Plans. Participation in the Plan shall not affect an
employee's eligibility to participate in any other benefit or incentive plan of
the Company or any Subsidiary. Any awards made pursuant to the Plan shall not be
taken into account in determining the benefits

                                       14
<PAGE>

provided or to be provided under any other plan of the Company or any Subsidiary
unless otherwise specifically provided in such other plan.

     24. Term of Plan. The Plan shall become effective on January 3, 1996, and
shall terminate for purposes of further grants on the first to occur of (i)
December 31, 2005, or (ii) the effective date of the termination of the Plan by
the Board pursuant to Section 21. No awards or options may be granted under the
Plan after the termination of the Plan, but such termination shall not affect
any awards or options outstanding at the time of such termination or the
authority of the Committee to continue to administer the Plan apart from the
making of further grants.

     25. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of Delaware.

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