
                                  FISERV, INC.

                               STOCK OPTION PLAN
                     (as amended through February 27, 1996)



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

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

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

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

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

     2.4  "Non-Employee Director" shall mean a  person who is a director of  the
          Company,  but  is  not  an  employee  of  the  Company,  any  of   its
          Subsidiaries or a Parent.

     2.5  "Non-Employee Director Option" shall  mean a NQSO granted pursuant  to
          the Plan to a person who, at the time of the grant, is a  Non-Employee
          Director.

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

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

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

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

     Section 3.  Eligible Optionees. 

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

     3.2  Every  individual who is  a Non-Employee Director  shall be granted  a
          Non-Employee Director Option  to purchase 250  shares of Common  Stock
          immediately following every meeting of the Board of Directors which he
          or she  attended.   In  addition,  immediately following  each  annual
          meeting  of  shareholders  at  which  such  Non-Employee  Director  is
          elected, such Non-Employee  Director shall be  granted a  Non-Employee
          Director Option to  purchase 10,000 shares  of Common Stock.   In  the
          event the remaining shares available for grant under the Plan are  not
          sufficient to grant  the Non-Employee  Director Options  to each  such
          Non-Employee Director at any time, the number of shares subject to the
          Non-Employee Director  Options to  be granted  at such  time shall  be
          reduced proportionately.  The Committee shall not have any  discretion
          with respect to  the selection  of directors  to receive  Non-Employee
          Director Options or the amount, the  price or the timing with  respect
          thereto.  A Non-Employee Director shall not be entitled to receive any
          options under the Plan other than Non-Employee Director Options.  


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

     4.1  The total number of  shares of Common Stock  for which Options may  be
          granted under this Plan  shall not exceed  in the aggregate  4,100,000
          shares of Common Stock.   The total number  of shares of Common  Stock
          for which Options  may be granted  under this Plan  in any one  fiscal
          year of  the  Company  to any  one  person  shall not  exceed  in  the
          aggregate 300,000 shares of Common Stock.

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

     Section 5.  Administration of the Plan.

     5.1   The  Plan shall  be  administered by  a  committee of  the  Board  of
          Directors (the "Committee") and shall consist  of not less than  three
          directors.  All members of the Committee shall be both  "disinterested
          persons" within  the  meaning  of  Rule  16b-3  under  the  Securities
          Exchange Act of  1934 and "outside  directors" within  the meaning  of
          Section 162(m) of  the Code.   The Committee shall  be appointed  from
          time to time  by, and shall  serve at the  pleasure of,  the Board  of
          Directors.    A  majority  of  the  members  of  the  Committee  shall
          constitute a quorum, and the acts of a majority of the members present
          at any meeting at which a quorum  is present and the acts approved  in
          writing by all  members without  a meeting shall  be the  acts of  the
          Committee.

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

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

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

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

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

     Section 6.  Terms and Conditions of Options.

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

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

     (a)  The option price shall  be fixed by the Committee, provided,  however,
          that in the case of an ISO, the option price may not be less than  the
          fair market value of the shares of Common Stock subject to the  Option
          on the date  the Option is  granted, and  provided, further,  however,
          that if at the time an ISO is granted, the Optionee owns (or is deemed
          to own under Section  424(d) of the Code)  stock possessing more  than
          10% of the total combined voting power of all classes of stock of  the
          Company, any of its Subsidiaries or a Parent, the option price of such
          ISO shall not be less than 110% of the fair market value of the Common
          Stock subject to such ISO on the date  of grant.  The option price  of
          the shares  of  Common Stock  subject  to each  Non-Employee  Director
          Option shall be equal to the fair market value of the shares of Common
          Stock subject to such Option on the date of grant.

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

     (c)  The Committee shall fix the term  of all Options (other than the  Non-
          Employee Director Options) granted pursuant to the Plan (including the
          date on which such Option shall expire and the conditions under  which
          it terminates earlier), provided, however, that the term of an ISO may
          not exceed  ten  years from  the  date  such Option  is  granted,  and
          provided, further, however, that if at the time an ISO is granted, the
          Optionee owns (or is deemed to  own under Section 424(d) of the  Code)
          stock possessing more than 10% of  the total combined voting power  of
          all classes of  stock of  the Company, any  of its  Subsidiaries or  a
          Parent, the term of such ISO may  not exceed five years from the  date
          of grant.   Each Option (other  than a  Non-Employee Director  Option)
          shall be exercisable in such amount or amounts, under such conditions,
          and at such  times or intervals  or in such  installments as shall  be
          determined  by  the  Committee.    The  Committee  may,  in  its  sole
          discretion, establish a vesting provision for any Option (other than a
          Non-Employee  Director   Option)  relating   to   the  time   or   the
          circumstances when the Option may be exercised by the Optionee. 

     (d)   Subject to  earlier termination  as hereinafter  provided, each  Non-
          Employee Director Option shall be exercisable for a term of ten  years
          commencing on the date of grant.  A Non-Employee Director Option shall
          vest and  become exercisable  as to  20% of  the aggregate  number  of
          shares subject  to  the  Non-Employee Director  Option  on  the  first
          anniversary of the date of grant and  as to an additional 20% on  each
          of the next four anniversaries of  such date, provided, however,  that
          all Non-Employee Director Options shall  vest immediately if the  Non-
          Employee Director is terminated as a director of the Company within 36
          months following  the acquisition  by a  person or  persons acting  in
          concert (i.e., a "group" within the meaning of the Securities Exchange
          Act of 1934, as amended) of  beneficial ownership of more than 50%  of
          the outstanding  capital  stock  of the  Company.    The  Non-Employee
          Director Option shall terminate 30 days after the Optionee shall cease
          to be a director  of the Company  (but not after  the date the  Option
          would otherwise expire), provided,  however, that if the  Non-Employee
          Director is terminated as  a director of the  Company for cause,  such
          Non-Employee Director Option  shall terminate immediately.   The  Non-
          Employee Director  Option  shall  not  be  affected  by  the  Optionee
          becoming an employee  of the  Company, any  of its  Subsidiaries or  a
          Parent.


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

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

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

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

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

     Section 9.  Amendment of the  Plan.  The Board  of Directors may amend  the
Plan from time to time as  it deems desirable, provided, however, that,  without
the approval  of the  holders of  a majority  of the  outstanding stock  of  the
Company present, or represented, and entitled  to vote at any meeting duly  held
in accordance with the applicable laws of  the State of Wisconsin, the Board  of
Directors may not (a) increase the maximum number of shares of Common Stock  for
which Options  may be  granted under  this  Plan (other  than increases  due  to
adjustment in accordance  with Section 7  hereof), (b)  materially increase  the
benefits accruing to participants under the  Plan or (c) change the  eligibility
requirements to receive Options hereunder.   Notwithstanding the foregoing,  the
provisions regarding the selection  of directors for  participation in, and  the
amount, the price or the timing  of, Non-Employee Director Options shall not  be
amended more than once every six months,  other than to comport with changes  in
the Code, the Employee Retirement Income Security Act or the rules thereunder.

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

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

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

