FIRST AMENDMENT
                                     TO THE
                          SHAREHOLDER RIGHTS AGREEMENT

     THIS  AMENDMENT  is made and  entered  into as of  December  1, 1999 by and
between  Fiserv,  Inc., a Wisconsin  corporation  (the  "Company") and EquiServe
Limited Partnership ("EquiServe"),  a division of First Chicago Trust Company of
New York.

                              W I T N E S S E T H:

     WHEREAS,  the Company and Firstar  Trust Co., a  Wisconsin-chartered  trust
company,  are parties to that Shareholders Rights Agreement dated as of February
23, 1998 (the "Agreement");


     WHEREAS,  the Company  removed  Firstar  Trust Co. as Rights  Agent,  as of
November 30, 1999, and appointed EquiServe, as of December 1, 1999, as successor
Rights Agent pursuant to Section 4.5 of the Agreement; and

     WHEREAS,  the  Company  desires  to  amend  certain  terms,  provisions  or
conditions of the Agreement and Exhibits  thereto  pursuant to the provisions of
Section 5.9 of the  Agreement  in order to reflect the removal of Firstar  Trust
Co. as the Rights Agent and  appointment  of EquiServe as the  Successor  Rights
Agent.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows.

     1.  Appointment of Successor  Rights Agent. The Company and EquiServe agree
and acknowledge that the Company  appointed  EquiServe as successor Rights Agent
pursuant to Section 4.5 of the  Agreement  immediately  following the removal of
Firstar Trust Co. and EquiServe  accepted the appointment to be successor Rights
Agent and thereby agreed to be bound by the terms of the Agreement and be vested
with the rights,  powers,  obligations,  duties and  immunities  provided by the
Agreement and the terms of the Agreement, as amended.

     2. Amendments to the Agreement and Exhibits.

          a. The introduction to the Agreement is hereby deleted in its entirety
and replaced with the following:

     "THIS  SHAREHOLDERS  RIGHTS  AGREEMENT  (this  "Agreement")  is dated as of
February 23, 1998 between Fiserv, Inc., a Wisconsin  corporation (the "Company")
and EquiServe  Limited  Partnership  (the "Rights  Agent"),  a division of First
Chicago Trust Company of New York."

          b.   Section 5.8 hereby  deleted in its entirety and replaced with the
following:

     "Notices.   Except  as  otherwise  provided  herein,   notices  or  demands
authorized  by this  Agreement to be given or made by the Rights Agent or by the
registered  holder of any Rights,  Rights  Certificate or stock  certificate for
shares of Common Stock of the Company to or on the Company shall be sufficiently
given or made if sent by first-class  mail,  postage  prepaid,  addressed (until
another address shall be filed in writing with the Rights Agent) as follows:

                           Fiserv, Inc.
                           255 Fiserv Drive
                           Brookfield, Wisconsin 53045
                           Attention: Chairman of the Board

Except as  otherwise  provided  herein,  notices  or demand  authorized  by this
Agreement to be given or made by the Company or by the registered  holder of any
Rights,  Rights  Certificate or stock  certificate for shares of Common Stock of
the  Company to or on the Rights  Agent shall be  sufficiently  given or made if
sent by first-class  mail,  postage  prepaid,  addressed  (until another address
shall be filed in writing with the Company) as follows:

                           EquiServe Limited Partnership
                           1 North State Street
                           11th Floor
                           Chicago, IL  60602
                           Attention: John Ruocco

Except as  otherwise  provided  herein,  notices or demands  authorized  by this
Agreement  to be  given  or made  by the  Company  or the  Rights  Agent  to the
registered  holder of any Rights,  Rights  Certificate or stock  certificate for
shares of Common  Stock of the Company  shall be  sufficiently  given or made if
sent by first-class mail, postage prepaid,  addressed to such holder at its last
address  appearing  on the  registry  books of the Rights Agent or, prior to the
Distribution  Date, on the registry  books of the transfer  agent for the Common
Stock of the Company."

          c. The first  sentence of the  introductory  paragraph of Exhibit B to
the  Agreement is  hereby  deleted in its  entirety  and  replaced  with  the
following:

         "This  certifies  that  _________,   or  registered   assigns,  is  the
registered owner of the number of Rights set forth above, each of which entitles
the owner,  subject to the terms,  provisions and conditions of the  Shareholder
Rights Agreement dated as of February 23, 1998 (the "Rights  Agreement") between
Fiserv,  Inc., a Wisconsin  corporation (the "Company"),  and EquiServe  Limited
Partnership  (the Rights  Agent"),  a division of First Chicago Trust Company of
New York, to purchase from the Company at any time after the  Distribution  Date
and prior to the Close of Business on February 23, 2008, at the principal office
of the Rights Agent or its successor as Rights  Agent,  one  one-hundredth  of a
fully paid and nonassessable  share of Series A Junior  Participating  Preferred
Stock,  no par value per share (the  "Preferred  Shares"),  of the  Company at a
purchase price of $250 per one one-hundredth of a Preferred Share (the "Exercise
Price"),  upon  presentation  and surrender of this Rights  Certificate with the
Form of Election to Purchase  and the related  Form of  Certification  of Status
duly executed,  together with such signature  guarantees and other documentation
as the Rights Agent may reasonably request."

          d. The counter-signature  line of Exhibit B to the Agreement is hereby
deleted in its entirety and replaced with the following:

                                    "EQUISERVE LIMITED PARTNERSHIP
                                    (AS RIGHTS AGENT)

                                    By:/s/ John H. Ruocco
                                       --------------------------------
                                            Authorized Signature


                                    ATTEST:/s/ T. Marshall
                                           -----------------------------
                                    Name:
                                    Title:


     4.  Representations  and  Warranties.  As  required  by Section  4.5 of the
Agreement, EquiServe represents and warrants to the Company that:

          a. It is a corporation  organized and doing business under the laws of
the United States of America or the State of Wisconsin (or of any other state so
long as such  corporation is authorized to do business as a banking  institution
in the State of Wisconsin);

          b. It is in good standing  under the laws of the  jurisdiction  of its
incorporation;

          c. It has an office in the State of Wisconsin;

          d. It is  authorized  under such laws to exercise  corporate  trust or
stock transfer powers;

          e. It is subject to  supervision  or  examination  by federal or state
authority; and

          f. It has combined capital and surplus of at least $50,000,000.

     5. Remaining Provisions Effective. Except as amended hereby, the provisions
of the Agreement shall remain in full force and effect.

     IN WITNESS  WHEREOF,  the parties  hereto have caused these  presents to be
executed by their officers duly authorized so to do on the dates indicated.

                                 FISERV, INC.

                                 By:/s/ Kenneth R. Jensen
                                    ----------------------------
                                 Its:___________________________


                                 EQUISERVE LIMITED PARTNERSHIP

                                 By:/s/ John H. Ruocco
                                    ----------------------------
                                 Its:___________________________

                                 ATTEST:

                                 By:/s/ T. Marshall
                                    ----------------------------