FISERV, INC.

                                STOCK OPTION PLAN
                (as amended and restated through March 15, 2000)



     Section 1. Purpose.  The purpose of the Fiserv, Inc. Stock Option Plan (the
"Plan") is to promote  the  interest of Fiserv,  Inc.  (the  "Company")  and its
Subsidiaries (the Company and each such Subsidiary being herein each referred to
as a "Fiserv Group Company") by (a) providing an incentive to employees,  and to
directors  who are not  employees,  of the  Fiserv  Group  Companies  which will
attract,   retain  and  motivate   persons  who  are  able  to  make   important
contributions to the Company's growth,  profitability and long-term success, and
(b)  furthering  the identity of interests  of the  Optionees  with those of the
Company's  shareholders  through stock  ownership  opportunities.  Options to be
issued under the Plan may be "incentive stock options" as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or "non-qualified
stock  options"  ("NQSOs"),  which do not qualify as "incentive  stock  options"
("ISOs"),  but  the  Company  makes  no  representation  or  warranty  as to the
qualification of any Option as an incentive stock option under the Code.

     Section 2. Definitions. For purposes of this Plan, the following terms used
herein shall have the following meanings,  unless a different meaning is clearly
required by the context.

     2.1  "Board of Directors" shall mean the Board of Directors of the Company.

     2.2  "Committee"  shall  mean  the  committee  of the  Board  of  Directors
          referred to in Section 5 hereof.

     2.3  "Common  Stock" shall mean the Common  Stock,  $.01 par value,  of the
          Company.

     2.4  "Non-Employee Director" shall mean a non-employee director, as defined
          in Rule 16b-3  promulgated by the  Securities and Exchange  Commission
          under the  Securities  Exchange Act of 1934, as amended (the "Exchange
          Act"),  which currently defines a non-employee  director as a director
          who (i) is not  currently  an officer  or  otherwise  employed  by the
          Company,  or a parent  or  subsidiary  of the  Company,  (ii) does not
          receive  compensation for consulting services or in any other capacity
          from the Company or its  subsidiaries  in excess of $60,000 in any one
          year,  and (iii) does not possess an interest in and is not engaged in
          business  relationships  required to be reported under Items 404(a) or
          404(b) of Regulation S-K promulgated under the Exchange Act.

     2.5  "Option"  shall mean any option  granted to a person  pursuant to this
          Plan.

     2.6  "Optionee" shall mean a person to whom an Option is granted under this
          Plan.

     2.7  "Parent"  shall  mean a "parent  corporation"  as  defined  in Section
          424(e) of the Code.

     2.8  "Subsidiary"  shall  mean a  "subsidiary  corporation"  as  defined in
          Section 424(f) of the Code.

Section 3.  Eligible Optionees.

     3.1  Options may be granted  hereunder  to any employee of any Fiserv Group
          Company and to any Non-Employee Director. The Committee shall have the
          sole authority to select employees and Non-Employee  Directors to whom
          Options are to be granted hereunder.

Section 4. Common Stock Subject to the Plan; Special Limitations.

     4.1  The total  number of shares of Common  Stock for which  Options may be
          granted  under this Plan shall not exceed in the  aggregate  8,667,755
          shares of Common Stock. The total number of shares of Common Stock for
          which Options may be granted under this Plan in any one fiscal year of
          the  Company  to any one  person  shall not  exceed  in the  aggregate
          675,000 shares of Common Stock.

     4.2  The shares of Common  Stock  that may be  subject  to Options  granted
          under this Plan may be either authorized and unissued shares or shares
          reacquired at any time and now or hereafter  held as treasury stock as
          the  Board  of  Directors  may  determine.   In  the  event  that  any
          outstanding  Option  expires or is  cancelled  or  terminated  for any
          reason, the shares allocable to the unexercised portion of such Option
          may again be subject to an Option granted under this Plan.

Section 5.  Administration of the Plan.

     5.1  The  Plan  shall  be  administered  by a  committee  of the  Board  of
          Directors  (the  "Committee")  and shall  consist of not less than two
          directors.  All members of the  Committee  shall be both  Non-Employee
          Directors and "outside directors" within the meaning of Section 162(m)
          of the Code.  The Committee  shall be appointed  from time to time by,
          and shall serve at the pleasure of, the Board of Directors. A majority
          of the members of the  Committee  shall  constitute a quorum,  and the
          acts of a majority  of the  members  present at any meeting at which a
          quorum is present  and the acts  approved  in  writing by all  members
          without a meeting shall be the acts of the Committee.

     5.2  The  Committee  (the  Board of  Directors  with  respect  to grants to
          Non-Employee  Directors)  shall have the sole authority and discretion
          to grant  Options  under  this  Plan and to  determine  the  terms and
          conditions of any such Option, including, without limitation, the sole
          authority  and  discretion  (i) to select  the  persons  who are to be
          granted  Options  hereunder,  (ii) to determine the times when Options
          shall be granted,  (iii) to determine  whether an Option granted to an
          employee  will be an ISO or a NQSO,  (iv) to  establish  the number of
          shares of Common  Stock that may be issued  under  each  Option and to
          establish the option price therefor, (v) to determine the term of each
          Option, (vi) to determine the time and the conditions subject to which
          Options may be exercised in whole or in part,  (vii) to determine  the
          form of  consideration  that may be used to purchase  shares of Common
          Stock upon exercise of any Option (including the  circumstances  under
          which the Company's issued and outstanding  shares of Common Stock may
          be used by an Optionee to  exercise  an Option),  (viii) to  determine
          whether to  restrict  the sale or other  disposition  of the shares of
          Common Stock  acquired upon the exercise of an option  (including  the
          circumstances  under  which  shares  of  Common  Stock  acquired  upon
          exercise of any Option may be subject to  repurchase  by the  Company)
          and, if so, whether to waive any such restriction,  (ix) to accelerate
          the time when outstanding  Options may be exercised,  (x) to determine
          the amount,  if any,  necessary to satisfy any Fiserv Group  Company's
          obligation to withhold taxes or other  amounts,  (xi) to determine the
          fair market value of a share of Common  Stock,  (xii) with the consent
          of the  Optionee,  to cancel or modify an Option,  provided,  however,
          that such Option as modified  would have been  permitted  to have been
          granted under the Plan on the date of grant of the original Option and
          provided, further, however, that in the case of a modification (within
          the meaning of Section  424(h) of the Code) of an ISO,  such Option as
          modified  would  be  permitted  to be  granted  on the  date  of  such
          modification  under the terms of the Plan, and (xiii) to establish any
          other terms and  conditions  applicable  to any Option and to make all
          other determinations relating to the Plan and Options not inconsistent
          with the provisions of this Plan.

     5.3  The Committee  shall be authorized to interpret the Plan and may, from
          time to time, adopt such rules and regulations,  not inconsistent with
          the  provisions of the Plan, as it may deem advisable to carry out the
          purpose of this Plan.

     5.4  The  interpretation and construction by the Committee of any provision
          of the Plan,  any Option  granted  hereunder  or any option  agreement
          evidencing  any such  Option  shall be final and  conclusive  upon all
          parties.  Any  controversy  or claim arising out of or relating to the
          Plan or any Option shall be determined  unilaterally by the Committee,
          whose determination shall be final and conclusive upon all parties.

     5.5  Members  of the  Committee  may  vote  on  any  matter  affecting  the
          administration of the Plan or any agreement or the granting of Options
          under the Plan.

     5.6  All expenses and  liabilities  incurred by the Board of Directors  (or
          the Committee) in the administration of the Plan shall be borne by the
          Company.  The  Board  of  Directors  (or  the  Committee)  may  employ
          attorneys,  consultants,  accountants  or other  persons in connection
          with the  administration of the Plan. The Company and its officers and
          directors  shall be  entitled  to rely upon the  advice,  opinions  or
          valuations  of any such  persons.  No member  or former  member of the
          Board of Directors (or the Committee)  shall be liable for any action,
          determination  or  interpretation  taken  or made in good  faith  with
          respect to the Plan or any Option or agreement hereunder.

Section 6. Terms and Conditions of Options.

     Subject to the Plan,  the terms and conditions of each Option granted under
the Plan  shall be  specified  by the  Committee  (the Board of  Directors  with
respect to grants to Non-Employee Directors) and shall be set forth in an option
agreement  between the Company  and the  Optionee in such form as the  Committee
shall approve. The terms and conditions of any Option granted hereunder need not
be identical to those of any other Option granted hereunder.

     The terms and conditions of each Option shall include the following:

     (a)  The option price shall be fixed by the Committee,  provided,  however,
          that in the case of an ISO,  the option price may not be less than the
          fair market value of the shares of Common Stock  subject to the Option
          on the date the Option is granted,  and  provided,  further,  however,
          that if at the time an ISO is granted, the Optionee owns (or is deemed
          to own under Section  424(d) of the Code) stock  possessing  more than
          10% of the total combined  voting power of all classes of stock of the
          Company, any of its Subsidiaries or a Parent, the option price of such
          ISO shall not be less than 110% of the fair market value of the Common
          Stock  subject  to such ISO on the date of grant.  In  addition,  with
          respect  to at least 95% of the  number of shares of Common  Stock for
          which  Options may be granted under this Plan as of February 14, 2000,
          the  option  price may not be less than the fair  market  value of the
          shares of Common Stock subject to the Option on the date the Option is
          granted.

     (b)  Options shall not be  transferable  otherwise than by will or the laws
          of descent and distributions,  and during an Optionee's  lifetime,  an
          option shall be  exercisable  only by the  Optionee or the  Optionee's
          legal guardian.

     (c)  The Committee  shall fix the term of all Options  granted  pursuant to
          the Plan (including the date on which such Option shall expire and the
          conditions under which it terminates earlier), provided, however, that
          the term of an ISO may not exceed ten years from the date such  Option
          is granted, and provided, further, however, that if at the time an ISO
          is  granted,  the  Optionee  owns (or is deemed  to own under  Section
          424(d)  of the  Code)  stock  possessing  more  than 10% of the  total
          combined  voting power of all classes of stock of the Company,  any of
          its Subsidiaries or a Parent, the term of such ISO may not exceed five
          years from the date of grant. Each Option shall be exercisable in such
          amount  or  amounts,  under  such  conditions,  and at such  times  or
          intervals  or in such  installments  as  shall  be  determined  by the
          Committee.  The  Committee  may, in its sole  discretion,  establish a
          vesting  provision  for  any  Option  relating  to  the  time  or  the
          circumstances when the Option may be exercised by the Optionee. In the
          event, the Company shall have been purchased by or merged into another
          company,  such that there shall be a change of control of the Company,
          all outstanding  stock options issued under the Plan will become fully
          vested at the date of such purchase or merger.

     (d)  In the event that any Fiserv Group Company is required to withhold any
          Federal,  state or local  taxes or other  amounts  in  respect  of any
          income  realized  by the  Optionee  in  respect  of an Option  granted
          hereunder,  in respect of any shares acquired pursuant to the exercise
          of an  Option or in  respect  of the  disposition  of an Option or any
          shares acquired pursuant to the exercise of an Option, the Company may
          deduct (or  require  the  Fiserv  Group  Company  to deduct)  from any
          payments of any kind  otherwise  due to such Optionee cash or with the
          consent of the Committee  (in the stock option  contract or otherwise)
          shares of the  Company's  Common  Stock the  aggregate  amount of such
          Federal,  state or local  taxes and other  amounts  required  to be so
          withheld.  Alternatively, the Company may require such Optionee to pay
          to the Company in cash, promptly on demand, or make other arrangements
          satisfactory to the Company  regarding  payment to the Company of, the
          aggregate amount of any such taxes and other amounts.

     (e)  The aggregate fair market value  (determined at the time the Option is
          granted) of the shares of Common Stock for which an eligible  employee
          may be granted  ISOs under the Plan or any other plan of the  Company,
          any of its  Subsidiaries  or a Parent  which are  exercisable  for the
          first time by such employee  during any calendar year shall not exceed
          $100,000. Such limitation shall be applied by taking ISOs into account
          in the order in which  they  were  granted.  Any  Option  (or  portion
          thereof) granted in excess of such amount shall be treated as an NQSO.

     (f)  In no case may a fraction of a share be exercised or acquired pursuant
          to the Plan.

     (g)  Without prior approval of the Company's  shareholders,  Options issued
          under this Plan will not be repriced,  replaced or  regranted  through
          cancellation  or by lowering the option price of a previously  granted
          Option.

     Section 7.  Adjustments.  In the event that, after the adoption of the Plan
by the Board of Directors,  the outstanding shares of the Company's Common Stock
shall be increased  or  decreased  or changed into or exchanged  for a different
number or kind of shares of stock or other  securities  of the  Company  through
reorganization,  merger  or  consolidation,  recapitalization,  spin-off,  stock
split, split-up,  combination,  exchange of shares, declaration of any dividends
payable in Common Stock or the like,  the number and kind of shares of stock and
the  price per share  subject  to the  unexercised  portion  of any  outstanding
Option,  the  number  and kind of  shares of Stock  subject  to the Plan and the
maximum  number of shares  which may be granted  to a person in any fiscal  year
shall be appropriately  adjusted by the Board of Directors,  and such adjustment
shall be effective  and binding for all purposes of this Plan.  Such  adjustment
may provide for the  elimination of fractional  shares which might  otherwise be
subject to Options without payment therefor.

     Section 8. Effect of the Plan on  Employment  Relationship  . Neither  this
Plan nor any Option granted  hereunder shall be construed as conferring upon any
Optionee  any right to  continue  in the employ of any Fiserv  Group  Company or
limit in any respect any right of any Fiserv  Group  Company to  terminate  such
Optionee's  employment  at any  time  without  liability,  or to  continue  as a
Non-Employee Director.

     Section 9. Amendment of the Plan. The Board of Directors may amend the Plan
from time to time as it deems desirable,  provided,  however,  that, without the
approval  of the  holders  of a majority  of the  shares of Common  Stock of the
Company present,  or represented,  and entitled to vote at any meeting duly held
in accordance with the applicable  laws of the State of Wisconsin,  the Board of
Directors may not (a) increase the maximum  number of shares of Common Stock for
which  Options  may be granted  under this Plan  (other  than  increases  due to
adjustment in accordance  with Section 7 hereof),  (b)  materially  increase the
benefits  accruing to  participants  under the Plan, (c) change the  eligibility
requirements  to  receive  Options  hereunder  or (d) make any  change for which
applicable law requires shareholder approval.

     Section 10.  Termination  of the Plan. The Board of Directors may terminate
the Plan at any time. No Option may be granted  hereunder  after  termination of
the Plan.  No ISO may be  granted  under the Plan more than ten years  after the
date on which the Plan was  adopted.  The  termination  or amendment of the Plan
shall not alter or impair any rights or obligations under any Option theretofore
granted under the Plan, without the consent of the Optionee.

     Section 11. Effective Date of the Plan. This Plan (as amended and restated)
will  become  effective  on the  date on which it is  approved  by the  Board of
Directors.  This Plan (as  amended and  restated)  is subject to approval by the
holders of the majority of the shares of Common Stock of the Company present, or
represented,  and entitled to vote at the next  meeting duly held in  accordance
with the applicable laws of the State of Wisconsin.  No Option granted hereunder
may be exercised  prior to such approval,  provided,  however,  that the date of
grant of any Option shall be  determined  as if the Plan had not been subject to
such  approval.  Notwithstanding  the  foregoing,  if the Plan (as  amended  and
restated) is not approved by a vote of shareholders within 12 months after it is
adopted by the Board of  Directors,  the amendment  shall be null and void,  the
Plan as in effect prior to such amendment and restatement shall continue in full
force  and  effect  and any  Options  granted  pursuant  to such  amendment  and
restatement shall terminate.

     Section 12.  Governing Law. This Plan, the Options and all related  matters
shall be governed by, and construed in accordance with, the laws of the State of
Wisconsin, without regard to choice of law provisions.  Neither the Plan nor any
agreement  pursuant  to the Plan  shall be  construed  or  interpreted  with any
presumption  against  any Fiserv  Group  Company  by reason of the Fiserv  Group
Company  having  drafted  or  adopted  the Plan or  agreement.  The  invalidity,
illegality or  unenforceability of any provision in the Plan or in any agreement
pursuant to the Plan shall not affect the validity,  legality or  enforceability
of any other  provision,  all of which shall be valid,  legal and enforceable to
the fullest extent permitted by applicable law.