FISERV, INC.

                      CANADIAN EMPLOYEE STOCK PURCHASE PLAN

1.   Purpose

The purpose of the Plan is to provide  employees of Fiserv  Canada and any other
Designated  Subsidiaries of Fiserv with an opportunity to purchase Common Shares
of Fiserv through accumulated payroll deductions.

The Plan was  approved by the Board of Directors of Fiserv and will be effective
on ____________________, 2000. The Employee Stock Purchase Plan effective in the
United  States (the "U.S.  Plan") will be  presented  for approval by the Fiserv
shareholders at the annual shareholder meeting to be held in March, 2000. If the
Fiserv  shareholders  do not approve the U.S. Plan, this Plan will terminate and
any amounts  deducted from  participant  payroll  checks will be refunded to the
Plan participants.

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)  "Common Shares" shall mean shares in the common stock of Fiserv.

     (c)  "Company" shall mean Fiserv Canada and any other 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.

     (d)  "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,  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

     (d)  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).

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     (e)  "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.

     (f)  "Employee"  shall mean a person employed by the Company on or after o,
          2000, [Draft Note: Effective Date] whose customary employment with the
          Company  is  more  than  five  (5)  months  in  any   calendar   year.
          Notwithstanding the preceding sentence,  (i) any individual performing
          services  for  the  Company  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, and (ii) any employees or groups of employees
          excluded  from the Plan by the  Board  shall not be  considered  as an
          Employee for any purpose under the Plan.

     (g)  "Enrollment Date" shall mean the first day of each Offering Period.

     (h)  "Fair Market Value" shall mean, as of any date, the closing sale price
          for a Common Share (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,  or, if the Common
          Shares  are not then  listed  on any stock  exchange  or quoted on any
          quotation system, as reported on the over-the-counter  market on which
          the greatest volume of Common Shares traded during such period.

     (i)  "Fiserv" shall mean Fiserv, Inc., a Wisconsin corporation.

     (j)  "Fiserv Canada" shall mean Fiserv Solutions of Canada Inc., an Ontario
          corporation.

     (k)  "Foreign  Plans"  shall mean the Plan,  the  Fiserv,  Inc.  Australian
          Employee  Stock Purchase Plan,  the Fiserv,  Inc.  Singapore  Employee
          Stock  Purchase  Plan, the Fiserv Group Savings - Related Share Option
          Plan,  and other plans so  designated  in the sole  discretion  of the
          Board.

     (l)  "Grant/Exercise Date" shall mean the last Trading Day of each Offering
          Period.

     (m)  "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.

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     (n)  "Plan" shall mean this Canadian Employee Stock Purchase Plan.

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

     (p)  "Reserves"  shall  mean the  number of Common  Shares  covered by each
          option under the Plan which have not yet been exercised and the number
          of Common  Shares which have been  authorized  for issuance  under the
          Plan but not yet placed under option.

     (q)  "Subsidiary" shall mean a corporation of which greater 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.

     (r)  "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 the date the Plan
          becomes  effective,  as specified in Section 1, and  thereafter,  on a
          given Enrollment  Date,  including an Employee who is on an authorized
          leave of absence on such dates,  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  would  own,
          beneficially, 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  United States  dollars
          (U.S.  $25,000) worth of stock (determined at the Fair Market Value of
          the  Common  Shares  on the  Grant/Exercise  Date and  converted  into
          Canadian  dollars at the exchange rate  prevailing on such date in the
          manner  referred  to in the  last  paragraph  of  Section  7) for each
          calendar year in which such option is outstanding at any time.

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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 shareholder
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.

     (c)  Notwithstanding  paragraphs  5(a)  and  (b)  above,  for  purposes  of
          participation  in the Plan for the year 2000 only, a  participant  who
          has completed and filed a participation  agreement may submit a cheque
          for an amount not exceeding the total  payroll  deductions  that would
          have  been  made  (prior  to  the  commencement  of  deductions  under
          paragraph 5(b)) had the participation agreement taken effect as of the
          first payroll for the year 2000.

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<PAGE>

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.  Subject to paragraph 5(c) above,
          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 Shares under this
          Plan shall not exceed twenty-one thousand two-hundred and fifty United
          States dollars (U.S.  $21,250) in any single calendar year (determined
          at the Fair Market  Value of the Common  Shares on the  Grant/Exercise
          Date  and  converted  into  Canadian  dollars  at  the  exchange  rate
          prevailing  on  such  date  in the  manner  referred  to in  the  last
          paragraph of Section 7). Any amount deducted which exceeds U.S.$21,250
          shall be  credited  to the  participant's  account  and applied to the
          following year's  contributions  or, if such participant  discontinues
          participation  in the Plan pursuant to paragraph 6(c) below,  returned
          to the participant. A participant who is under the age of 19 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  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.

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 Common Shares  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)
Common 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.

Amounts  accumulated  in a  participant's  account shall be converted  into U.S.
dollars  on each  Grant/Exercise  Date by  reference  to the  New  York  foreign
exchange selling rates reported in The Wall Street Journal for the last business
day immediately preceding such Grant/Exercise Date.

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 Common Shares shall be exercised automatically on the
Grant/Exercise  Date,  and  the  maximum  number  of  Common  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
Common Shares hereunder is exercisable only by him or her.

9.   Delivery

As soon as administratively  practicable  following the Grant/Exercise Date, the
Common Shares  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 Shares held in the
participant's  account. If the participant desires to sell some or all of his or
her  Common  Shares  held  in  his or her  account,  he or she  may do so (i) by
disposing  of the  Common  Shares  through  the  transfer  agent  or  securities
brokerage  firm,  subject to  applicable  law and any  applicable  fee,  or (ii)
through such other means as Fiserv may permit.

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<PAGE>

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,  his or her
participation  in the Plan will  terminate and 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,  subject to
applicable  law,  to the person or persons  entitled  thereto  under  Section 15
hereof,  and  such  participant's  option  shall  be  automatically  terminated.
Notwithstanding  the preceding  sentence,  if a participant  is terminated  from
employment  with  the  Company  without  cause,  he or she will be  entitled  to
continue to  participate  in the Plan for a period no longer than the applicable
employment  standards  notice  period.  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.

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<PAGE>

12.  Interest

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

13.  Common Shares

     (a)  The  Common  Shares  subject to  issuance  under the terms of the Plan
          shall be  authorized  but unissued  shares,  previously  issued shares
          reacquired and held by Fiserv or shares  purchased on the open market.
          Subject to  adjustment  upon  changes in  capitalization  of Fiserv as
          provided in Section 19 hereof,  the maximum aggregate number of Common
          Shares which shall be made  available for sale under the U.S. Plan and
          the Foreign Plans, together,  shall be five hundred thousand (500,000)
          Common 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) Common Shares, (ii) one percent (1%) of the
          Common  Shares  outstanding  on such  date or  (iii) a  lesser  amount
          determined  by the  Board.  If, on a given  Grant/Exercise  Date,  the
          number  of Common  Shares  with  respect  to which  options  are to be
          exercised exceeds the number of Common Shares then available under the
          Plan,  Fiserv shall make a pro rata  allocation  of the Common  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 Common Shares
          covered by his or her option until the option has been exercised.

     (c)  Common  Shares to be  delivered to a  participant  under the Plan upon
          request of the transfer agent or securities brokerage firm pursuant to
          Section 9 shall be registered solely in the name of the participant.

     (d)  Cash   dividends   attributable   to  Common   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 Common Shares. Such purchases shall be made by the transfer
          agent or securities  brokerage  firm selected by Fiserv to assist with
          the Plan, on behalf of the participant, on the open market.

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.

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<PAGE>

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,  subject  to
          applicable   law,   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
          Common Shares and cash.

     (b)  Subject to  applicable  law, 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,  subject to  applicable  law,
          deliver such Common 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  Common  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 Common  Shares  purchased  and the price per share  thereof,  and also
setting forth the total number of Common Shares then held in each account.

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19.  Adjustments  Upon  Changes  in  Capitalization,  Dissolution,  Liquidation,
     Merger or Asset Sale

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
          shareholders  of Fiserv,  the Reserves,  the maximum  number of Common
          Shares each  participant may purchase per Offering Period (pursuant to
          Section  7), as well as the price per  Common  Share and the number of
          Common  Shares  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 Common Shares  resulting from a stock
          split,   reverse  stock  split,   stock   dividend,   combination   or
          reclassification  of the common stock of Fiserv or any other  increase
          or decrease in the number of Common Shares 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 Common Shares 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.

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<PAGE>

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 shareholders. 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
          any 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 shareholder  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,  subject to
          Section 7, 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  Shares  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:
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          (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 Common Shares.

Such modifications or amendments shall not require  shareholder  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 Common Shares

Common  Shares shall not be issued with respect to an option unless the exercise
of such option and the  issuance  and  delivery of such Common  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  Common  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,  Fiserv may  require the person
exercising such option to represent and warrant at the time of any such exercise
that the Common 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  ___________,  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.

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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  United  States  and the  State of  Wisconsin,  other  than with
respect  to laws  regarding  choice  of  laws,  except  to the  extent  that the
Wisconsin state law is preempted by any United States federal law.

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