FISERV, INC. EMPLOYEE STOCK PURCHASE PLAN

1.   PURPOSE.

     The  purpose  of the  Plan  is to  provide  employees  of  Fiserv  and  its
Designated  Subsidiaries  with an opportunity to purchase Common Stock of Fiserv
through accumulated  payroll  deductions.  It is the intention of Fiserv to have
the Plan qualify as an "Employee  Stock  Purchase Plan" under Section 423 of the
Internal  Revenue  Code  of  1986,  as  amended.  The  provisions  of the  Plan,
accordingly,  shall be  construed so as to extend and limit  participation  in a
manner consistent with the requirements of that section of the Code.

     The Plan was  approved  by the Board of  Directors  of  Fiserv  and will be
effective on January 1, 2000. The Plan will not be presented for approval by the
Fiserv  shareholders until the annual  shareholder  meeting to be held in March,
2000. If the Fiserv  shareholders do not approve the Plan, any amounts  deducted
from  participant  payroll checks will be refunded to the Plan  participants and
the Plan will terminate.

2.   DEFINITIONS.

     a.  "BOARD"  shall mean (i) the Board of Directors of Fiserv or (ii) if and
to the extent that the Board has  appointed a committee,  whose members need not
be members of the Board of  Directors,  to exercise some or all of the functions
of the Board hereunder, such committee.

     b. "CODE"  shall mean the Internal  Revenue  Code of 1986,  as amended from
time to time.  Reference to a section of the Code shall include that section and
any  comparable  section or  sections  of any future  legislation  that  amends,
supplements or supersedes that section.

     c. "COMMON STOCK" shall mean the Common Stock of Fiserv.

     d.  "COMPANY"  shall mean Fiserv and any  Designated  Subsidiary of Fiserv.
Except where the context clearly requires otherwise,  any reference to "Company"
in this Plan shall,  with respect to a particular  Employee,  mean the entity by
which he or she is employed.

     e. "COMPENSATION"  shall mean the total wages,  bonuses,  commissions,  and
overtime pay compensation paid with respect to an Offering Period by the Company
to an Employee for services  performed  during such Offering  Period,  including
deferrals  described in Sections  415(c)(3)(D)  and  132(f)(4) of the Code,  but
excluding (i) extra compensation based upon special arrangements;  (ii) deferred
compensation;  (iii) reimbursed expenses (including,  but not limited to, moving
expenses);  (iv) expense allowances  (including,  but not limited to, travel and
entertainment  expense  allowance);  (v)  stock  options  and any gain or income
attributable  thereto;  (vi)  imputed  income  with  respect  to any group  life
insurance  program  maintained  by the Company on behalf of an  Employee;  (vii)
referral  payments,  and (viii)  other extra  compensation  (including,  but not
limited to, cash and non-cash fringe benefits).

     f.  "DESIGNATED  SUBSIDIARY"  shall  mean  any  Subsidiary  that  has  been
designated by the Board from time to time in its sole  discretion as eligible to
participate in the Plan.

     g.  "EMPLOYEE"  shall  mean a person  employed  by the  Company on or after
January 1, 2000,  whose customary  employment with the Company is more than five
(5) months in any  calendar  year.  Notwithstanding  the  preceding,  any leased
employee,  as defined in Code Section 414(n)(2),  and any individual  performing
services for the Employer as an independent contractor or other contract service
provider under the terms of a contract,  agreement or other special  arrangement
between the Company and the individual,  or other third party,  that the parties
do not contemplate being an employment relationship,  shall not be considered as
an Employee for any purpose under the Plan.

     h. "ENROLLMENT DATE" shall mean the first day of each Offering Period.

     i. "FAIR MARKET VALUE" shall mean, as of any date,  the closing sales price
for a share of Common Stock (or the closing  bid, if no sales were  reported) as
quoted on such exchange or system for the last market trading day on the date of
such DETERMINATION,  AS REPORTED IN THE WALL STREET JOURNAL or such other source
as the Board deems reliable.

     j. "FISERV" shall mean Fiserv, Inc., a Wisconsin corporation.

     k.  "GRANT/EXERCISE  DATE" shall mean the last Trading Day of each Offering
Period.

     l. "OFFERING PERIOD" shall mean each of the calendar quarters of each year.
The  duration of Offering  Periods may be changed  pursuant to Section 4 of this
Plan.

     m. "PLAN" shall mean this Employee Stock Purchase Plan.

     n.  "PURCHASE  PRICE"  shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Grant/Exercise Date, provided,  however,
that the Purchase Price may be adjusted by the Board pursuant to Section 20.

     o.  "RESERVES"  shall mean the number of shares of Common Stock  covered by
each option under the Plan which have not yet been  exercised  and the number of
shares of Common Stock which have been  authorized  for issuance  under the Plan
but not yet placed under option.

     p. "SUBSIDIARY" shall mean a domestic or foreign corporation,  of which not
less than 50% of the voting shares are held by Fiserv or a  Subsidiary,  whether
or not that entity now exists or is hereafter organized or acquired by Fiserv or
a Subsidiary.

     q. "TRADING DAY" shall mean a day on which national stock exchanges and the
NASDAQ system are open for trading.

3. ELIGIBILITY.

     a. Any Employee who is employed by the Company on a given  Enrollment Date,
including  an Employee  who is on an  authorized  leave of absence of such date,
shall be eligible to participate in the Plan.

     b. Any provisions of the Plan to the contrary notwithstanding,  no Employee
shall be granted an option  under the Plan (i) to the extent  that,  immediately
after the  grant,  such  Employee  (or any other  person  whose  stock  would be
attributed  to such Employee  pursuant to Section  424(d) of the Code) would own
capital stock of Fiserv or of any Subsidiary and/or hold outstanding  options to
purchase such stock  possessing  five percent (5%) or more of the total combined
voting  power or value of all classes of the  capital  stock of Fiserv or of any
Subsidiary, or (ii) to the extent that his or her rights to purchase stock under
all employee stock purchase  plans of Fiserv and its  subsidiaries  accrues at a
rate  which  exceeds  twenty-five  thousand  dollars  ($25,000)  worth  of stock
(determined  at the fair  market  value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.

4. OFFERING PERIODS.

     The Plan shall be implemented by  consecutive  Offering  Periods with a new
Offering  Period  commencing  on the first day of the calendar  quarters of each
year,  or on such  offer  date as the  Board  shall  determine,  and  continuing
thereafter  until  terminated  in accordance  with Section 20 hereof.  The Board
shall have the power to change the duration of Offering  Periods  (including the
commencement dates thereof) with respect to future offerings without stockholder
approval  if such  change  is  announced  at least  five  (5) days  prior to the
scheduled beginning of the first Offering Period to be affected  thereafter.  5.
PARTICIPATION.

     a. An eligible  Employee may become a participant in the Plan by completing
a participation agreement provided by the Company authorizing payroll deductions
and filing it with the Company's  payroll office at least ten (10) business days
prior to the applicable Enrollment Date.

     b. Payroll deductions for a participant shall commence on the first payroll
following the Enrollment  Date and shall end on the last payroll in the Offering
Period to which such  authorization is applicable,  unless sooner  terminated by
the participant as provided in Section 10 hereof.

6. PAYROLL DEDUCTIONS.

     a. At the time a participant files his or her participation  agreement,  he
or she shall elect to have  payroll  deductions  made on each pay day during the
Offering Period in any whole percentage,  but not exceeding ten percent (10%) of
the  Compensation  which he or she  receives on each pay day during the Offering
Period.  Contributions  to the Plan  other  than by  payroll  deduction  are not
permitted.  Unless the Board, in the future,  determines otherwise,  the maximum
amount that may be deducted from any participant's  Compensation for the purpose
of purchasing Common Stock under this Plan shall not exceed twenty-one  thousand
two  hundred  and  fifty  dollars  ($21,250)  in any  single  calendar  year.  A
participant  who is  under  the age or 21 must  have a  parent's  or  guardian's
written permission to participate.

     b. A participant may not change the amount of payroll  deductions during an
Offering  Period,  but may change the amount to be deducted  for any  subsequent
Offering  Period by filing notice  thereof at least ten (10) business days prior
to the Enrollment Date on which the subsequent Offering Period commences.

     c. A participant may discontinue  his or her  participation  in the Plan as
provided  in Section 10 hereof,  during an  Offering  Period by  completing  and
filing with the Company a form provided for such purpose.

     d. A  participant's  participation  agreement  shall  remain in effect  for
successive  Offering Periods (including any portion of an Offering Period during
which the  participant is on an authorized  leave of absence,  although  payroll
deductions will be discontinued  for any period for which the participant is not
receiving  Compensation),  unless  terminated  prior to an  Offering  Period  as
provided in Section 10 hereof.

     e. All payroll  deductions  made for a participant  shall be credited to an
unfunded  and  unsecured   bookkeeping  account  maintained  on  behalf  of  the
participant and deposited with the general funds of the Company

     f.  Notwithstanding  the foregoing,  to the extent necessary to comply with
Section  423(b)(8) of the Code and Section 3(b) hereof, a participant's  payroll
deductions  may be decreased to zero percent (0%) at any time during an Offering
Period.  Payroll  deductions  shall  recommence  at the  rate  provided  in such
participant's  participation  agreement for the first Offering Period that has a
Grant/Exercise  Date in the following  calendar year,  unless  terminated by the
participant as provided in Section 10 hereof.

     g. At the time the option is exercised, in whole or in part, or at the time
some  or all the  Common  Stock  issued  under  the  Plan is  disposed  of,  the
participant  must make adequate  provision  for the federal,  state or other tax
withholding  obligations,  if any, that arise upon the exercise of the option or
the disposition of the Common Stock. At any time, the Company may, but shall not
be  obligated  to,  withhold  from the  participant's  compensation  the  amount
necessary for the Company to meet applicable withholding obligations,  including
any  withholding  required to make  available  to Fiserv any tax  deductions  or
benefits  attributable  to sale or  early  disposition  of  Common  Stock by the
Employee.

7. GRANT OF OPTION.

     On the Grant/Exercise  Date of each Offering Period, each eligible Employee
participating  in such Offering Period shall be granted an option to purchase on
the  Grant/Exercise  Date of such Offering  Period (at the  applicable  Purchase
Price) up to a number of shares of the Common Stock  determined by dividing such
Employee's  accumulated  payroll deductions as of the Grant/Exercise Date by the
applicable  Purchase  Price;  provided  that in no event  shall an  Employee  be
permitted to purchase  during each  Offering  Period more than two thousand five
hundred (2,500) shares  (subject to any adjustment  pursuant to Section 19), and
provided  further that such  purchase  shall be subject to the  limitations  set
forth in  Sections  3(b) and 13 hereof.  Exercise  of the option  shall occur as
provided in Section 8 hereof,  unless the participant has withdrawn  pursuant to
Section  10  hereof.  The Option  shall  expire on the last day of the  Offering
Period.

8. EXERCISE OF OPTION.

     Unless a  participant  withdraws  from the Plan, at least ten (10) business
days prior to the Grant/Exercise  Date, as provided in Section 10 hereof, his or
her option for the purchase of shares shall be  exercised  automatically  on the
Grant/Exercise  Date,  and the maximum number of shares  (including  fractional)
shall be purchased for such  participant at the  applicable  Purchase Price with
the  accumulated  payroll  deductions  accumulated  during the Offering  Period.
During a  participant's  lifetime,  a  participant's  option to purchase  shares
hereunder is exercisable only by him or her.

9. DELIVERY.

     As soon as administratively  practicable following the Grant/Exercise Date,
the shares of Common Stock purchased on behalf of a participant  pursuant to the
exercise of his or her option  will be  credited  to an account  with a transfer
agent or a securities  brokerage  firm, as determined by Fiserv,  in the name of
the  participant.  By electing to participate in the Plan, a participant will be
deemed to authorize the  establishment of an account in his or her name with the
transfer agent or securities  brokerage  firm selected by Fiserv.  A participant
may request  that the  transfer  agent or  securities  brokerage  firm  arrange,
subject to any applicable fee, for the delivery to the participant or an account
designated  by the  participant  of some or all of the Common  Stock held in the
participant's  account. If the participant desires to sell some or all of his or
her shares of Common Stock held in his or her  account,  he or she may do so (i)
by  disposing  of the  shares of Common  Stock  through  the  transfer  agent or
securities  brokerage firm,  subject to any applicable fee, or (ii) through such
other means as Fiserv may permit.

10. WITHDRAWAL.

     a. At any time during an Offering  Period,  a participant may terminate his
or her payroll  deductions  under the Plan and withdraw from the Offering Period
by  delivering to the Company a notice of withdrawal in such form as the Company
provides.  Such  withdrawal  may be elected at any time, but must be received no
later than ten (10) business days prior to the end of the Offering Period.  Upon
withdrawal  from  the  Offering  Period  by a  participant,  the  Company  shall
distribute to such participant all of his or her accumulated  payroll deductions
under the Offering Period,  without interest, and such participant's interest in
the  Offering  Period  shall  be  automatically   terminated.   A  participant's
withdrawal from an Offering Period will have no effect on his or her eligibility
to  participate  in  subsequent   Offering   Periods  that  commence  after  the
termination of the Offering Period from which the participant withdraws, but the
participant will be required to deliver a new  participation  agreement in order
to participate in subsequent Offering Periods under the Plan.

     b. A  participant's  withdrawal  from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan, which may
hereafter be adopted by Fiserv.

11. TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE.

     Upon a  participant's  ceasing to be an Employee for any reason,  he or she
shall be deemed to have elected to withdraw from the Plan and his or her payroll
deductions  accumulated  during the Offering Period but not yet used to exercise
the option shall be returned to such  participant  or, in the case of his or her
death, to the person or persons  entitled  thereto under Section 15 hereof,  and
such  participant's  option shall be  automatically  terminated.  The  preceding
sentence  notwithstanding,  a participant who receives payment in lieu of notice
of  termination  of employment  shall be treated as continuing to be an Employee
for the  participant's  customary number of hours per week of employment  during
the  period in which the  participant  is  subject  to such  payment  in lieu of
notice.  For  purposes of this Section 11, a  participant  will not be deemed to
have terminated  employment in the case of any leave of absence  approved by the
Company.

12. INTEREST.

     No interest shall accrue on the payroll  deductions of a participant in the
Plan.

13. STOCK.

     a.  Subject  to  adjustment  upon  changes in  capitalization  of Fiserv as
provided in Section 19 hereof,  the maximum number of shares of the Common Stock
which  shall be made  available  for sale under the Plan  shall be five  hundred
thousand (500,000) shares,  plus an annual increase to be added on the first day
of Fiserv's fiscal year beginning in 2001 equal to the least of (i) four hundred
thousand  (400,000) shares,  (ii) one percent (1%) of the shares of Common Stock
outstanding on such date or (iii) a lesser amount  determined by the Board.  If,
on a given  Grant/Exercise  Date,  the  number of shares  with  respect to which
options are to be exercised  exceeds the number of shares then  available  under
the Plan,  Fiserv  shall  make a pro rata  allocation  of the  shares  remaining
available for purchase in as uniform a manner as shall be practicable  and as it
shall determine to be equitable.

     b. A participant  shall have no interest or voting right in shares  covered
by his or her option until the option has been exercised.

     c.  Shares  to be  delivered  to a  participant  under  the  Plan  shall be
registered solely in the name of the participant.

     d.  Cash  dividends  attributable  to  shares  allocated  to  participants'
accounts as of the record date for which such cash  dividends  are declared will
be used to purchase additional full or fractional shares of stock.

14. ADMINISTRATION.

     The Plan shall be administered by the Board or a committee appointed by the
Board.  The Board or the committee  shall have full and exclusive  discretionary
authority to construe,  interpret  and apply the terms of the Plan, to determine
eligibility  and to adjudicate all disputed  claims filed under the Plan.  Every
finding, decision and determination made by the Board or the committee shall, to
the full extent permitted by law, be final and binding upon all parties.

15. DESIGNATION OF BENEFICIARY.

     a. A  participant  may file with the  Company,  on a form  provided  by the
Company, a written designation of a beneficiary who is to receive any shares and
cash  from  the  participant's  account  under  the  Plan in the  event  of such
participant's  death subsequent to a Grant/Exercise  Date on which the option is
exercised but prior to delivery to such participant of such shares and cash.

     b. The  designation of beneficiary may be changed by the participant at any
time by  delivering  written  notice to the Company,  on a form  provided by the
Company.  In the event of the death of a  participant,  and in the  absence of a
beneficiary  validly designated under the Plan who is living at the time of such
participant's  death,  the Board shall  deliver  such shares  and/or cash to the
surviving legal spouse (if any) of the participant,  or if there is no surviving
spouse, then to the estate of the participant.

16. TRANSFERABILITY.

     Neither  payroll  deductions  credited to a  participant's  account nor any
rights  to  exercise  an  option  or to  receive  shares  under  the Plan may be
assigned,  transferred,  pledged or otherwise disposed of in any way (other than
as  provided  in  Section 15 hereof)  by the  participant.  Any such  attempt at
assignment transfer, pledge or other disposition shall be without effect, except
that the Company may treat such act as an election to withdraw  from an Offering
Period in accordance with Section 10 hereof.

17. USE OF FUNDS.

     All payroll  deductions  received or held by the Company under the Plan may
be used by the Company for any corporate  purpose,  and the Company shall not be
obligated to segregate such payroll deductions.

18. REPORTS.

     Individual  accounts shall be maintained for each  participant in the Plan.
Statements of account shall be given to participating Employees after the end of
each Offering  Period  setting  forth with respect to such  Offering  Period the
number of shares  purchased  and the price per share  thereof,  and also setting
forth the total number of shares then held in each account.

19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION, MERGER
    OR ASSET SALE.

     a.  CHANGES  IN  CAPITALIZATION.  Subject  to any  required  action  by the
stockholders  of  Fiserv,  the  Reserves,  the  maximum  number of  shares  each
participant may purchase per Offering Period (pursuant to Section 7), as well as
the price per share and the  number of shares of Common  Stock  covered  by each
option under the Plan that has not yet been exercised,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of shares of Common  Stock  effected  without  receipt of
consideration by Fiserv;  provided  however,  that conversion of any convertible
securities of Fiserv shall not be deemed to have been "effected  without receipt
of   consideration."   Such  adjustment  shall  be  made  by  the  Board,  whose
determination in that respect shall be final, binding and conclusive.  Except as
expressly  provided  herein,  no  issuance  by  Fiserv of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

     b. DISSOLUTION OR LIQUIDATION.  In the event of the proposed dissolution or
liquidation of Fiserv,  the Offering  Period then in progress shall be shortened
by setting a new Grant/Exercise Date (the "New Grant/Exercise  Date"), and shall
terminate  immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board. The New Grant/Exercise Date
shall be before the date of Fiserv's  proposed  dissolution or liquidation.  The
Board  shall  notify  each  participant  in writing,  at least  twenty-one  (21)
business days prior to the New Grant/Exercise Date, that the Grant/Exercise Date
for the participant's option has been changed to the New Grant/Exercise Date and
that the  participant's  option  shall  be  exercised  automatically  on the New
Grant/Exercise  Date,  unless prior to such date the  participant  has withdrawn
from the Offering Period as provided in Section 10 hereof.

     c.  MERGER  OR  ASSET  SALE.  In the  event  of a  proposed  sale of all or
substantially  all of the assets of Fiserv, or the merger of Fiserv with or into
another  corporation,  each outstanding option shall be assumed or an equivalent
option substituted by the successor corporation or a parent or subsidiary of the
successor  corporation.  In the event that the successor  corporation refuses to
assume or substitute for the option,  the Offering Period then in progress shall
be  shortened  by  setting a new  Grant/Exercise  Date (the "New  Grant/Exercise
Date").  The New  Grant/Exercise  Date  shall be  before  the  date of  Fiserv's
proposed sale or merger. The Board shall notify each participant in writing,  at
least twenty-one (21) business days prior to the New  Grant/Exercise  Date, that
the Grant/Exercise Date for the participant's option has been changed to the New
Grant/Exercise  Date and  that  the  participant's  option  shall  be  exercised
automatically  on the New  Grant/Exercise  Date,  unless  prior to such date the
participant  has  withdrawn  from the Offering  Period as provided in Section 10
hereof.

20. AMENDMENT OR TERMINATION.

     a. The  Board  may at any time and for any  reason  terminate  or amend the
Plan.  Except as provided in Section 19, no such  termination can affect options
previously  granted.  Nevertheless,  an Offering Period may be terminated by the
Board of Directors on any  Grant/Exercise  Date if the Board determines that the
termination of the Offering Period or the Plan is in the best interest of Fiserv
and its stockholders. Except as provided in Section 19 and Section 20 hereof, no
amendment may make any change in any option  theretofore  granted that adversely
affects the rights of any  participant.  To the extent  necessary to comply with
Section  423 of the Code  (or any  other  applicable  law,  regulation  or stock
exchange rule), Fiserv shall obtain shareholder approval in such a manner and to
such a degree as required.

     b. Without  stockholder  approval or consent and without  regard to whether
any participant rights may be considered to have been "adversely  affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period,  establish  the  exchange  ratio  applicable  to amounts  withheld  in a
currency other than U.S.  dollars,  permit payroll  withholding in excess of the
amount  designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections,  establish
reasonable  waiting and  adjustment  periods  and/or  accounting  and  crediting
procedures  to ensure that amounts  applied  toward the purchase of Common Stock
for  each  participant  properly  correspond  with  amounts  withheld  from  the
participant's  Compensation,  and establish such other limitations or procedures
as the Board (or its  committee)  determines in its sole  discretion  advisable,
that are consistent with the Plan.

     c. In the event the Board determines that the ongoing operation of the Plan
may result in unfavorable financial accounting  consequences,  the Board may, in
its discretion  and, to the extent  necessary or desirable,  modify or amend the
Plan to reduce or eliminate  such  accounting  consequences  including,  but not
limited to:

          i.   altering the Purchase Price for any Offering Period, including an
               Offering  Period  underway  at the time of the change in Purchase
               Price;

          ii.  shortening any Offering  Period so that the Offering  Period ends
               on a  new  Grant/Exercise  Date,  including  an  Offering  Period
               underway at the time of the Board action; and

          iii. allocating shares.

     Such modifications or amendments shall not require stockholder  approval or
the consent of any Plan participants.

21. NOTICES.

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

22. CONDITIONS UPON ISSUANCE OF SHARES.

     Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant  thereto shall
comply with all applicable  provisions of law,  domestic or foreign,  including,
without  limitation,  the  Securities  Act of 1933, as amended,  the  Securities
Exchange  Act of  1934,  as  amended,  the  rules  and  regulations  promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed,  and shall be further  subject to the  approval  of counsel  for
Fiserv with respect to such compliance.

     As a condition  to the  exercise of an option,  the Company may require the
person  exercising  such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  shares  if, in the  opinion of
counsel  for  Fiserv,   such  a  representation   is  required  by  any  of  the
aforementioned applicable provisions of law.

23. TERM OF PLAN.

     The Plan shall become  effective on January 1, 2000.  It shall  continue in
effect for a term of ten (10) years unless  sooner  terminated  under Section 20
hereof.

24. NO EMPLOYMENT RIGHTS.

     The Plan does not, directly or indirectly,  create in any Employee or class
of  Employees  any right  with  respect to  continuation  of  employment  by the
Company,  and it may not be deemed to  interfere  in any way with the  Company's
right to terminate, or otherwise modify, an Employee's employment at any time.

25. EFFECT OF PLAN.

     The provisions of the Plan, in accordance  with its terms,  will be binding
upon, and inure to the benefit of, all successors of each Employee participating
in the  Plan  including,  without  limitation,  the  Employee's  estate  and the
executors,  administrators  or trustees  thereof,  heirs and  legatees,  and any
receiver, trustee in bankruptcy or representative of creditors of the Employee.

26. GOVERNING LAW.

     The Plan will be construed, interpreted, applied and enforced in accordance
with the laws of the State of Wisconsin, other than its laws regarding choice of
laws, except to the extent that the state law is preempted by any federal law.