
                          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  interests of the  Optionees with  those of  the
Company's shareholders 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, the number and  kind
of shares of Stock subject to future grants of Options to Non-Employee Directors
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.

