FISERV, INC.

                     AUSTRALIAN EMPLOYEE STOCK PURCHASE PLAN

1.   Purpose.

     The purpose of the Plan is to provide  employees  of Fiserv  Australia  and
Designated  Subsidiaries  with an opportunity to purchase Common Stock of Fiserv
through accumulated payroll deductions.

     The Plan was  approved  by the Board of  Directors  of  Fiserv  and will be
effective on March 8, 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"  means (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 Stock" means the Common Stock of Fiserv.

     (c)  "Company" means Fiserv Australia 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"  means  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 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).

<PAGE>

     (e)  "Designated  Subsidiary" means 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" means a person employed by the Company on or after March 8,
          2000,  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" means the first day of each Offering Period.

     (h)  "Fair Market Value" means, 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.

     (i)  "Fiserv" means Fiserv, Inc., a Wisconsin corporation.

     (j)  "Fiserv  Australia"  means Fiserv  Australia Pty Limited,  ACN 081 056
          911,  a  company  incorporated  in  the  State  of  New  South  Wales,
          Australia.

     (k)  "Foreign Plans" means the Plan, the Fiserv,  Inc.  Singapore  Employee
          Stock Purchase Plan, the Fiserv, Inc. Canadian 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"  means the last  Trading  Day of each  Offering
          Period.

     (m)  "Offering  Period"  means each of the calendar  quarters of each year.
          The duration of Offering  Periods may be changed pursuant to Section 4
          of this Plan.

     (n)  "Plan" means this Australian Employee Stock Purchase Plan.

                                       2

<PAGE>

     (o)  "Purchase Price" means 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.

     (p)  "Reserves"  means the number of shares of Common Stock covered by each
          option under the Plan that have not yet been  exercised and the number
          of shares of Common Stock that have been authorized for issuance under
          the Plan but not yet placed under option.

     (q)  "Subsidiary"  means 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.

     (r)  "Trading  Day"  means a day on  which  United  States  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 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 that  exceeds
          twenty-five  thousand  United States  dollars  (U.S.$25,000)  worth of
          stock  (determined  at the  fair  market  value of the  shares  on the
          Grant/Exercise  Date and  converted  into  Australian  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.

                                       3
<PAGE>

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  other  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.

     (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 make a one-time
          lump sum contribution, by personal check at the time of enrollment 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.

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  Stock 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  Stock on the  Grant/Exercise
          Date and  converted  into  Australian  dollars  at the  exchange  rate
          prevailing  on  such  date  in the  manner  referred  to in  the  last
          paragraph of Section 7). Any amount deducted that 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 18 must have
          a parent's or guardian's written permission to participate.

                                       4
<PAGE>

     (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.

     (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  tax
          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 other disposition of Common Stock by the Employee.

                                       5
<PAGE>

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.

     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 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.

                                       6
<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,  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.

                                       7
<PAGE>

13.  Stock.

     (a)  Subject to  adjustment  upon  changes in  capitalization  of Fiserv as
          provided in Section 19 hereof,  the maximum aggregate number of shares
          of the Common  Stock that shall be made  available  for sale under the
          U.S.  Plan  and the  Foreign  Plans  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.

                                       8
<PAGE>

     (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.

                                       10
<PAGE>

     (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.

                                       10

<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 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
          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 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,  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  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.

                                       11

<PAGE>

     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,  Fiserv 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 March 8, 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.

                                       12

<PAGE>

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.

                                       13