


                      TRANSACTION SYSTEMS ARCHITECTS, INC.
                        DEFERRED COMPENSATION PLAN TRUST

         This Trust  Agreement made effective this 1st day of January,  1999, by
and  between  Transaction  Systems  Architects,  Inc.  (hereinafter  called  the
"Company") and First American Trust Company  (hereinafter called the "Trustee"),
as Trustee.

                                   WITNESSETH:

         WHEREAS,  Company has adopted the Transaction Systems Architects,  Inc.
Deferred  Compensation Plan (the "Plan"), a nonqualified  deferred  compensation
plan; and

         WHEREAS,  Company has incurred or expects to incur  liability under the
terms of such Plan with respect to the individuals  participating  in such Plan;
and

         WHEREAS,  Company  wishes to establish this trust  (hereinafter  called
the  "Trust")  and to  contribute  to the Trust  assets  which  shall be held as
herein set forth,  subject to the claims of Company's  creditors in the event of
Company's  Insolvency,  as herein defined,  until paid to Plan  participants and
their  beneficiaries  in such manner and at such times as specified in the Plan;
and

         WHEREAS,  it is the  intention  of the  parties  that this Trust  shall
constitute an unfunded  arrangement  and shall not affect the status of the Plan
as  an  unfunded  plan   maintained  for  the  purpose  of  providing   deferred
compensation  for a select group of management or highly  compensated  employees
for  purposes  of Title I of the  Employee  Retirement  Income  Security  Act of
1974; and

         WHEREAS,  it is the intention of Company to make  contributions  to the
Trust to provide  itself  with a source of funds to assist it in the  meeting of
its liabilities under the Plan.

         NOW,  THEREFORE,  the parties do hereby  establish  the Trust and agree
that the Trust shall be comprised, held, and disposed of as follows:

Section 1.         Establishment of Trust.

         (a)       Company  hereby  deposits with Trustee in trust the amount of
$1.00,  which shall become the principal of the Trust to be held,  administered,
and disposed of by Trustee as provided in this Trust Agreement.

         (b)       The Trust hereby  established  is  revocable  by Company;  it
shall become irrevocable upon a Change in Control, as defined in Section 13(d).

         (c)       The  Trust  is  intended  to be a  grantor  trust,  of  which
Company is the grantor,  within the meaning of subpart E, part I,  subchapter J,
chapter 1,  subtitle A of the  Internal  Revenue Code of 1986,  as amended,  and
shall be construed accordingly.

         (d)       The principal of the Trust, and any earnings  thereon,  shall
be held  separate  and apart from other funds of Company,  and,  after the Trust
has become  irrevocable,  shall be used exclusively for the uses and purposes of
Plan   participants   and   general   creditors   as  herein  set  forth.   Plan
participants  and their  beneficiaries  shall have no preferred claim on, or any
beneficial  ownership  interest in, any assets of the Trust.  Any rights created
under the Plan and this  Trust  Agreement  shall be mere  unsecured  contractual
rights of the Plan  participants and their  beneficiaries  against Company.  Any
assets  held by the Trust will be subject  to the  claims of  Company's  general
creditors  under  federal and state law in the event of  Insolvency,  as defined
in Section 3(a) herein.

         (e)       Company,  in its sole  discretion,  may at any time,  or from
time to time, make  additional  deposits of cash or other property in trust with
Trustee to augment the  principal to be held,  administered,  and disposed of by
Trustee  as  provided  in this Trust  Agreement.  Neither  Trustee  nor any Plan
participant  or  beneficiary  shall  have any  right to compel  such  additional
deposits.

         (f)       Within  thirty  days   following  a  Change  in  Control  (as
defined in Section  13(d)),  the Company shall make an irrevocable  contribution
to the Trust in an amount that is  sufficient  to pay the Plan  participants  or
their  beneficiaries  the  benefits  to  which  the Plan  participants  or their
beneficiaries  would be  entitled  pursuant  to the  terms of the Plan as of the
Change in Control.  Within such thirty-day  period,  the Company shall also make
an  irrevocable  contribution  to the Trust in the  amount of $10,000 to fund an
expense reserve for the Trustee.

Section 2.         Payments to Plan Participants and Their Beneficiaries.

         (a)       Company  shall  deliver to Trustee a schedule  (the  "Payment
Schedule")   that  indicates  the  amounts  payable  in  respect  of  each  Plan
participant  (and his or her  beneficiaries),  that  provides a formula or other
instructions  acceptable to Trustee for determining the amounts so payable,  the
form in which such  amount is to be paid (as  provided  for or  available  under
the Plan),  and the time of  commencement  for payment of such  amounts.  Except
as  otherwise  provided  herein,   Trustee  shall  make  payments  to  the  Plan
participants   and  their   beneficiaries   in  accordance   with  such  Payment
Schedule.  At the  direction of Company,  Trustee  shall make  provision for the
reporting  and  withholding  of any  federal,  state or local  taxes that may be
required to be  withheld  with  respect to the  payment of benefits  pursuant to
the terms of the Plan and shall pay amounts  withheld to the appropriate  taxing
authorities.

         (b)       The  entitlement  of  a  Plan   participant  or  his  or  her
beneficiaries  to benefits  under the Plan shall be  determined  by Company,  or
such  party as it  shall  designate  under  the  Plan,  and any  claim  for such
benefits  shall be considered  and reviewed  under the procedures set out in the
Plan.

         (c)       Company  may make  payment of  benefits  directly to the Plan
participants  or their  beneficiaries  as they become due under the terms of the
Plan.  Company  shall  notify  Trustee  of  its  decision  to  make  payment  of
benefits  directly  prior to the time  amounts  are payable to  participants  or
their  beneficiaries.  In  addition,  if the  principal  of the  Trust,  and any
earnings   thereon,   are  not  sufficient  to  make  payments  of  benefits  in
accordance  with the terms of the Plan,  Company  shall make the balance of each
such payment as it falls due.  Trustee  shall  notify  Company  where  principal
and earnings are not sufficient.

Section 3.         Trustee  Responsibility   Regarding  Payments  to  the  Trust
Beneficiary When Company is Insolvent.

         (a)       Trustee   shall   cease   payment   of   benefits   to   Plan
participants  and their  beneficiaries  if Company is  Insolvent.  Company shall
be considered  "Insolvent"  for purposes of this Trust  Agreement if (i) Company
is unable to pay its debts as they become  due, or (ii)  Company is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code.

         (b)       At all  times  during  the  continuance  of  this  Trust,  as
provided in Section 1(d)  hereof,  the  principal  and income of the Trust shall
be subject to claims of general  creditors  of Company  under  federal and state
law as set forth below.

                  (1)       The  Board  of  Directors  and the  Chief  Executive
Officer  of  Company  shall  have the  duty to  inform  Trustee  in  writing  of
Company's  Insolvency.  If a person claiming to be a creditor of Company alleges
in  writing  to  Trustee  that  Company  has  become  Insolvent,  Trustee  shall
promptly   notify   Company  in  writing  of  such   allegation   and,   pending
determination  of  whether  Company  is  Insolvent,  Trustee  shall  discontinue
payment  of  benefits  to Plan  participants  or  their  beneficiaries.  Company
shall  confirm or deny  Insolvency in a writing  delivered to Trustee  within 15
days after  receipt from  Trustee of such  notification.  If Company  denies the
allegation  of  Insolvency  or  fails  to  respond  within  such 15 day  period,
Trustee  shall  thereupon  determine  whether  Company  is  Insolvent.   Company
agrees to reimburse  Trustee for all reasonable fees and  disbursements  paid by
Trustee to accountants,  financial  consultants or other professionals to assist
it in performing its duties pursuant to this Section 3(b)(1).

                  (2)       Unless  Trustee has actual  knowledge  of  Company's
Insolvency,  or has received  notice from  Company or a person  claiming to be a
creditor  alleging  that  Company is  Insolvent,  Trustee  shall have no duty to
inquire  whether  Company is  Insolvent.  Trustee  may, in all  events,  rely on
such evidence  concerning  Company's solvency as may be furnished to Trustee and
that  provides  Trustee  with a  reasonable  basis  for  making a  determination
concerning  Company's  solvency.   Evidence  upon  which  Trustee  may  rely  as
aforesaid  includes  but is not limited to written  notice from any of Company's
Board of Directors,  Chief Executive Officer,  Chief Financial Officer, a Senior
Vice  President  or General  Counsel,  its  current  independent  accountant  or
outside attorney,  or an accountant or outside attorney employed by Trustee,  or
written  notice of the  appointment  of a receiver of any of Company's  property
by any court in the United States.

                  (3)       If at any time Trustee has  determined  that Company
is Insolvent,  Trustee shall discontinue  payments to Plan participants or their
beneficiaries  and  shall  hold the  assets  of the  Trust  for the  benefit  of
Company's  general  creditors.  Nothing in this Trust Agreement shall in any way
diminish  any  rights  of Plan  participants  or their  beneficiaries  to pursue
their  rights as general  creditors  of Company  with  respect to  benefits  due
under the Plan or otherwise.

                  (4)       Trustee  shall  resume the  payment of  benefits  to
Plan  participants or their  beneficiaries  in accordance with Section 2 of this
Trust   Agreement  only  after  Trustee  has  determined  that  Company  is  not
Insolvent (or is no longer Insolvent).

         (c)       Provided  that  there  are  sufficient   assets,  if  Trustee
discontinues  the payment of benefits  from the Trust  pursuant to Section  3(b)
hereof,  and  subsequently  resumes such payments,  the first payment  following
such  discontinuance  shall include the aggregate  amount of all payments due to
Plan  participants  or their  beneficiaries  under the terms of the Plan for the
period of such  discontinuance,  less the aggregate  amount of any payments made
to Plan  participants or their  beneficiaries by Company in lieu of the payments
provided hereunder during any such period of discontinuance.

Section 4.         Payments to Company.

          Except as  provided  in  Section 3 hereof,  after the Trust has become
irrevocable,  Company  shall have no right or power to direct  Trustee to return
to  Company or to divert to others any of the Trust  assets  before all  payment
of  benefits  have  been  made  to Plan  participants  and  their  beneficiaries
pursuant to the terms of the Plan.

Section 5.         Investment Authority.

         (a)       With  respect  to the  Trust  Fund,  Trustee  shall  have the
following  powers and rights,  in addition to those  vested in it  elsewhere  in
this Trust Agreement or by law:

                  (1)       To  invest  the  Trust  Fund in such  bonds,  notes,
debentures,   mortgages,   equipment  trust   certificates,   investment   trust
certificates,  preferred or common stock,  equity  interests in other  entities,
derivatives and futures contracts,  insurance and annuity  contracts,  common or
collective  trust funds,  shares of investment  companies,  shares of open-ended
investment  companies  registered  under the Investment  Company Act of 1940, as
amended,  including  any  such  company  for  which  Trustee,  or  an  affiliate
thereof,  is acting as an investment  advisor,  or in such other property,  real
or personal,  as Trustee may deem  advisable,  with the care,  skill,  prudence,
and  diligence  under the  circumstances  then  prevailing  that a  prudent  man
acting  in a like  capacity  and  familiar  with such  matters  would use in the
conduct of an enterprise of a like character and with like aims; and

                  (2)       To  temporarily  invest  and  reinvest  the funds in
any  marketable  short-  and  medium-term  fixed  income  securities  (including
demand  and  short-term  notes  and those  commonly  known as  "Master  Notes"),
United  States   Treasury  Bills,   other  short-  and  medium-term   government
obligations,   commercial  paper,   other  money  market  instruments  and  part
interests in any one or more of the  foregoing,  or may maintain  cash  balances
consistent with the liquidity needs of the Plan; and

                  (3)       To  invest  and  reinvest  all  or any  part  of the
Trust  Fund  through  the medium of any pooled  investment  fund or group  trust
(which pooled  investment  fund or group trust may be trusteed by Trustee or one
or more  affiliates of Trustee)  which is invested  principally  in the property
of the kind authorized for investment of the Trust Fund; and

                  (4)       To retain,  manage,  improve,  repair,  operate, and
control all  property,  real or  personal,  at any time  comprising  part of the
Trust Fund; and

                  (5)       To manage,  sell,  contract to sell,  grant  options
to purchase,  convey, exchange,  partition, lease for any term (even though such
term  commences  in the future or may extend  beyond the duration of the Trust),
and  otherwise  dispose  of the  Trust  Fund from time to time in such a manner,
for such  consideration,  and upon such terms and conditions as Trustee,  in its
discretion, shall determine; and

                  (6)       Except as  otherwise  provided in Section 5(d) below
or directed  pursuant  to 5(c) below,  to vote any  corporate  stock,  either in
person or by proxy, for any person;  to exercise or sell any stock  subscription
or conversion  right;  to participate in voting trusts;  to consent to, take any
action in  connection  with,  and  receive and retain any  securities  resulting
from any merger,  consolidation,  reorganization,  readjustment of the financial
structure,  liquidation,  sale, lease or other  disposition of the assets of any
corporation  or other  organization  the  securities  of which may  constitute a
portion of the Trust Fund; and

                  (7)       To keep any  property in the name of a nominee  with
or without disclosure of any fiduciary relationship; and

                  (8)       To take any action  with  respect to  conserving  or
realizing  upon the value of any  property in the Trust Fund;  to collect,  pay,
contest,  compromise,  or abandon  demands of or against the Trust Fund;  to pay
any tax,  assessment  or other charge  attributable  to the interest of any Plan
participant; and

                  (9)       To deposit  securities in a security  depository and
permit the  securities  so deposited to be held in the name of the  depository's
nominee,  and to deposit  securities  issued or  guaranteed by the United States
government  or any  agency  or  instrumentality  thereof,  including  securities
evidenced  by book entry  rather  than by  certificate,  with the United  States
Department  of the  Treasury,  a  Federal  Reserve  Bank,  or other  appropriate
custodial  entity,  in the same  account as  Trustee's  own  property,  provided
Trustee's  records  and  accounts  show that such  securities  are assets of the
Trust Fund; and

                  (10)      Generally,   to  do  all   acts,   whether   or  not
expressly  authorized,  which Trustee deems  necessary or desirable,  but acting
at all times according to the principles expressed in Section 8.

         (b)       Trustee  shall place  securities  orders,  settle  securities
trades,  hold  securities in custody,  and conduct  other related  activities on
behalf  of the Trust in such a  fashion  so as to obtain  for the Trust the best
execution  of  each   securities   transaction   and  full   disclosure  of  all
relationships,  including  all  forms  of  compensation  arrangements,  with any
broker or dealer that Trustee may use,  including  any affiliate of Trustee upon
condition  that such  broker or agent  commission  charged by any  affiliate  of
Trustee  shall  not  exceed  that  normally  charged  by such  affiliate  to its
unaffiliated   customers   for  similar   securities   transactions.   Fees  and
commissions  paid to a broker  or  dealer  shall be  reviewed  and  approved  by
Trustee,  prior to using  such  broker or  dealer,  as part of its  exercise  of
care, skill, prudence, and diligence under Section 8(a).

          Trustee is  authorized to disclose  such  information  as is necessary
to  the  operation  and   administration   of  the  Trust  to  such  persons  or
organizations  that Trustee  determines have a legitimate  business  purpose for
obtaining such information.

         (c)       Company  may direct the Trustee in writing to  segregate  all
or any  portion  of the assets of the Trust in a  separate  account or  accounts
and may  appoint  one or more  investment  advisors  or,  prior to a  Change  in
Control,  an  investment   committee   established  by  Company  to  direct  the
investment  and  reinvestment  of  each  such  account  or  accounts.  Any  such
appointment   shall   be  in   writing   and   shall   delineate   the   duties,
responsibilities,  and  liabilities  of the  investment  advisor  or  investment
committee  with  respect  to the  assets of the Trust  under the  control of the
investment  advisor  or  investment  committee.   Any  such  investment  advisor
appointed by Company shall be an  independent  person or entity,  but members of
the   investment   committee   may  be  employees  of  Company  or  any  of  its
affiliates.  Notwithstanding  the  foregoing,  subsequent to a Change in Control
(as  defined  in  Section   13(d)),   (i)  any  appointment  or  termination  of
appointment  of an  investment  advisor by Company  requires  the prior  written
consent of a majority of the Plan  participants;  and (ii) any account  that was
subject to the direction of an  investment  committee  immediately  prior to the
Change in Control  shall be invested  and  reinvested  by Trustee from and after
the Change in  Control,  either as a  separate  investment  account or  combined
with the other assets of the Trust,  in accordance  with Sections 5(a), 5(b) and
5(d)  hereof  unless and until an  investment  advisor is  appointed  by Company
with the prior written consent of a majority of the Plan  participants  for such
account.

          Trustee shall be under no duty to question,  or make  inquiries as to,
any action or direction of any  investment  advisor or  investment  committee as
provided  herein,  or  any  failure  to  give  directions,   or  to  review  the
securities  subject to the  investment  direction of any  investment  advisor or
investment  committee,  or to make any  suggestions to an investment  advisor or
investment  committee  with  respect  to  investment  and  reinvestment  of,  or
disposing of  investments  in, the assets of the Trust subject to the investment
discretion of any  investment  advisor or investment  committee,  unless Trustee
knows  that by such  action  or  failure  to act it will be  participating  in a
breach of fiduciary duty by the investment advisor or investment committee.

          Notwithstanding  the foregoing,  the Trustee,  without obtaining prior
approval  or  direction  from an  investment  advisor or  investment  committee,
shall  invest  cash  balances  held by it from time to time in  short-term  cash
equivalents  and,  furthermore,  shall sell such short-term cash  equivalents as
may be  necessary  to carry out the  instructions  of an  investment  advisor or
investment committee.

          If the appointment of any investment  advisor or investment  committee
with  respect to a separate  account is  terminated  by the Company  without the
appointment  of a successor  thereto,  the  separate  account may continue to be
maintained  as a separate  account or may be combined  with the other  assets of
the Trust in the sole  discretion  of the Trustee  and,  in any event,  shall be
invested and reinvested by the Trustee in accordance  with Sections 5(a),  5(b),
and 5(d) hereof.

         (d)       Trustee may invest in securities  (including  stock or rights
to acquire  stock) or  obligations  issued by Company;  provided  Trustee  first
obtains the prior  written  consent of Company to such  investments  unless such
investment is a de minimis  amount held in common  investment  vehicles in which
Trustee  invests.  Except as  otherwise  provided  in Section  5(c),  all rights
associated  with  assets of the  Trust  shall be  exercised  by  Trustee  or the
person  designated by Trustee,  and shall in no event be  exercisable by or rest
with Plan  participants,  except that voting rights with respect to Trust assets
that are  securities  or  obligations  issued by Company will rest with Company.
Company  shall  have the right,  at any time,  and from time to time in its sole
discretion,  to  substitute  assets of equal  fair  market  value for any assets
held by the Trust.  This  right is  exercisable  by  Company  in a  nonfiduciary
capacity without the approval or consent of any person in a fiduciary capacity.

         (e)       Each  insurance  contract or policy issued shall provide that
Trustee  shall be the owner  thereof  with the  power to  exercise  all  rights,
privileges,  options and elections  granted by or permitted  under such contract
or policy or under the rules of the  insurer.  The  exercise  by  Trustee of any
incidents of ownership  under any  contract or policy  shall,  prior to a Change
in  Control,  be  subject  to the  direction  of  Company.  After  a  Change  in
Control,  Trustee  shall have the right to exercise  any  incidents of ownership
under any contract or policy in its sole discretion.

          Trustee shall have no power to name a  beneficiary  of the contract or
policy  other than the  Trust,  to assign the  contract  or policy (as  distinct
from  conversion of the contract or policy to a different  form) other than to a
successor  Trustee,  or to loan to any  person  the  proceeds  of any  borrowing
against  an  insurance  contract  or  policy  held in the Trust  Fund.  However,
notwithstanding  the  foregoing  provisions  of this  Section  5(e),  prior to a
Change in Control,  Trustee may loan to Company  the  proceeds of any  borrowing
against an insurance policy held as an asset of the Trust.

          No  insurer  shall  be  deemed  to be a  party  to  the  Trust  and an
insurer's  obligations  shall be measured and determined  solely by the terms of
contracts, policies and other agreements executed by the insurer.

Section 6.         Disposition of Income.

          During the term of this Trust,  all income received by the Trust,  net
of expenses and taxes, shall be accumulated and reinvested.

Section 7.         Accounting by Trustee.

          Trustee shall keep accurate and detailed  records of all  investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including  such  specific  records as shall be agreed  upon in  writing  between
Company and Trustee.  Within 60 days  following  the close of each calendar year
and within 60 days after the removal or  resignation  of Trustee,  Trustee shall
deliver to Company a written account of its  administration  of the Trust during
such year or during  the  period  from the close of the last  preceding  year to
the  date of  such  removal  or  resignation,  setting  forth  all  investments,
receipts, disbursements, and other transactions reported to or effected by it.

Section 8.         Responsibility of Trustee.

         (a)       Trustee  shall  act  with  the  care,  skill,  prudence,  and
diligence under the  circumstances  then prevailing that a prudent person acting
in like  capacity and familiar  with such matters would use in the conduct of an
enterprise  of a like  character  and with like aims,  provided,  however,  that
Trustee  shall incur no liability  to any person for any action  taken  pursuant
to a direction,  request,  or approval  given by Company  which is  contemplated
by, and in conformity  with,  the terms of the Plan or this Trust,  and is given
in  writing  by  Company.  The  claim  of a  Plan  participant  or  his  or  her
beneficiaries  to  benefits  under  the  Plan  shall be  determined  by the Plan
Committee  (as such  term is  defined  in the  Plan)  in its  sole and  absolute
discretion  under the  procedures  set out in the Plan. If necessary the Trustee
may apply to a court of  competent  jurisdiction  to resolve a dispute over such
benefit  claims  or to  resolve  a  dispute  between  the  Company  or the  Plan
Committee  and any party  other than the Trustee  (or its  affiliates),  and the
Company shall  reimburse the Trustee for all the  reasonable  costs and expenses
involved.

         (b)       Trustee  may  consult  with legal  counsel  (who,  prior to a
Change in  Control  (as  defined  in Section  13(d)),  may also be  counsel  for
Company  generally but who,  following a Change in Control,  must be independent
legal counsel) with respect to any of its duties or obligations hereunder.

         (c)       Trustee may hire agents, accountants,  actuaries,  investment
advisors,  financial  consultants,  or  other  professionals  to  assist  it  in
performing any of its duties or obligations hereunder.

         (d)       Trustee shall have, without  exclusion,  all powers conferred
on Trustee by applicable law, unless expressly provided otherwise herein.

         (e)       Notwithstanding  any powers  granted to Trustee  pursuant  to
this Trust  Agreement or to  applicable  law,  Trustee  shall not have any power
which  could  give this  Trust the  objective  of  carrying  on a  business  and
dividing the gains  therefrom,  within the meaning of Section  301.7701-2 of the
Procedure and Administrative  Regulations  promulgated  pursuant to the Internal
Revenue Code.

         (f)       No  Trustee  shall  be  required  to  furnish  bond or  other
security  except as herein  expressly  provided  or except if  required to do so
under applicable federal law.

         (g)       In the event of a  garnishment,  attachment,  levy,  or other
legal  process by a creditor  of Company of any of the assets of the Trust under
circumstances  set out in Section 3(b) hereof  where  Trustee  cannot  ascertain
the  Insolvency of Company,  Trustee may interplead the assets of the Trust into
the court where the creditor has brought such action.

         (h)       To  the   extent   permitted   by  law,   Trustee   shall  be
indemnified  and saved  harmless by Company  from and against any and all claims
of liability,  damages,  penalties,  judgments,  expenses,  including reasonable
attorneys'  fees,  to which it is subjected by reason of any act done or omitted
to be done in good faith in connection  with the Trust or the  investment of the
Trust,  including  all  expenses  reasonably  incurred in its defense if Company
fails to provide  such  defense  (collectively  "Damages");  provided,  however,
Trustee  shall not be  indemnified  and saved  harmless  with respect to Damages
caused  by  Trustee's  willful   misconduct,   negligence,   failure  to  follow
directions  given  in  accordance  with  the  provisions  of  the  Trust  by  an
investment   advisor,   investment   committee,   Company  or  any  person  duly
authorized  by Company  or, if Trustee is  required  by law to act  without  the
receipt  of  such  directions,  by its  failure  to act in the  absence  of such
directions.

Section 9.         Compensation and Expenses of Trustee.

          Company  shall  pay  all   administrative   and  Trustee's   fees  and
expenses,  including  fees for services  provided by persons  appointed or hired
pursuant to  Sections  3(b)(1),  5(c),  8(b) or 8(c).  If not so paid,  the fees
and  expenses  shall be paid from the  Trust.  Notwithstanding  anything  to the
contrary  in this  Section  9,  prior to a Change  in  Control  (as  defined  in
Section  13(d))  neither  Company nor the Trust shall have any obligation to pay
any fee or expense  attributable  to services  rendered by a third party  unless
Company  gave  its  prior  written  approval  of  the  appointment,   hiring  or
retention  of  such  third  party.  Such  prior  written  consent  shall  not be
required following a Change in Control.

Section 10.        Resignation and Removal of Trustee.

         (a)       Prior to a Change in Control (as  defined in Section  13(d)),
Trustee  may resign at any time by written  notice to  Company,  which  shall be
effective  60 days after  receipt of such  notice  unless  Company  and  Trustee
agree  otherwise.  Following a Change in Control,  Trustee may resign only after
the appointment of a successor Trustee.

         (b)       Trustee may be removed by Company on one days  notice  prior
to a Change in  Control.  Subsequent  to a Change in  Control,  Trustee may only
be removed  by  Company  with the  written  consent  of a  majority  of the Plan
participants.

         (c)       Upon  resignation or removal of Trustee and  appointment of a
successor  Trustee,   all  assets  shall  subsequently  be  transferred  to  the
successor  Trustee.  The  transfer  shall  be  completed  within  30 days  after
resignation or removal.

         (d)       If the Trustee  resigns or is removed,  a successor  shall be
appointed by Company,  in  accordance  with Section 11 hereof,  by the effective
date of  resignation  or  removal  under  Sections  10(a) or  10(b).  If no such
appointment  has  been  made,   Trustee  may  apply  to  a  court  of  competent
jurisdiction  for appointment of a successor or for  instructions.  All expenses
of   Trustee   in   connection   with  the   proceeding   shall  be  allowed  as
administrative  expenses of the Trust to the same  extent as though  Trustee had
received the advance written consent of Company to incurring such expenses.

Section 11.        Appointment of Successor.

          If Trustee  resigns or is removed in accordance  with Section 10(a) or
10(b)  hereof,  Company  may  appoint,  subject to Section  10, any third  party
national  banking  association with capital and surplus  exceeding  $100,000,000
as  a  successor  to  replace   Trustee  upon   resignation   or  removal.   The
appointment  shall be  effective  when  accepted  in  writing  by the  successor
Trustee.  The  successor  Trustee shall have all of the rights and powers of the
former  Trustee,  including  ownership  rights in the Trust  assets.  The former
Trustee  shall  execute any  instrument  necessary  or  reasonably  requested by
Company or the successor Trustee to evidence the transfer.

Section 12.        Amendment or Termination.

         (a)       This Trust  Agreement may be amended by a written  instrument
executed  by  Trustee  and  Company.  Notwithstanding  the  foregoing,  no  such
amendment  shall  conflict  with the  terms of the Plan or shall  make the Trust
revocable  after it has become  irrevocable  in  accordance  with  Section  1(b)
hereof.

         (b)       The Trust  shall not  terminate  until the date on which Plan
participants  and  their  beneficiaries  are  no  longer  entitled  to  benefits
pursuant  to the terms of the Plan  unless  sooner  revoked in  accordance  with
Section 1(b) hereof.  Upon  termination  of the Trust,  any assets  remaining in
the Trust shall be returned to Company.

         (c)       Notwithstanding  the  foregoing,  subsequent  to a Change  in
Control  (as  defined  in  Section  13(d)),  this  Trust  Agreement  may only be
amended or terminated  by Company with the written  consent of a majority of the
Plan participants.

Section 13.        Miscellaneous.

         (a)       Any  provisions  of this Trust  Agreement  prohibited  by law
shall  be   ineffective  to  the  extent  of  any  such   prohibition,   without
invalidating the remaining provisions hereof.

         (b)       Benefits    payable   to   Plan    participants   and   their
beneficiaries  under  this  Trust  Agreement  may not be  anticipated,  assigned
(either at law or in equity),  alienated,  pledged,  encumbered, or subjected to
attachment, levy, execution, or other legal or equitable process.

         (c)       This Trust  Agreement  shall be governed by and  construed in
accordance with laws of the State of Nebraska.

         (d)       For  purposes  of this  Trust  Agreement,  Change in  Control
shall mean the purchase or other  acquisition by any person,  entity or group of
persons,  within  the  meaning  of  section  13(d) or  14(d)  of the  Securities
Exchange  Act of 1934  ("Act")  , or any  comparable  successor  provisions,  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Act) of 30 percent or more of either the  outstanding  shares of common stock or
the combined  voting  power of  Company's  then  outstanding  voting  securities
entitled to vote  generally,  or the approval by the  stockholders of Company of
a  reorganization,  merger,  or  consolidation,  in each case,  with  respect to
which  persons  who  were  stockholders  of  Company  immediately  prior to such
reorganization,  merger or consolidation  do not,  immediately  thereafter,  own
more than 50 percent of the  combined  voting power  entitled to vote  generally
in  the  election  of  directors  of the  reorganized,  merged  or  consolidated
Company's  then  outstanding  securities,  or of a liquidation or dissolution of
Company or of the sale of all or substantially all of Company's assets.

         (e)       Until further  notice from either party  hereto,  any notices
delivered  pursuant to this Trust Agreement and all other  communications  shall
be in writing  and shall be  delivered,  sent or  transmitted  to the persons at
the  addresses  and  facsimile  numbers  set forth  hereunder.  All  notices and
other  communications  shall be effective  when  received.  The party seeking to
rely on notice having been given under this paragraph  shall be responsible  for
ascertaining its receipt.

          For Company:

                    Transaction Systems Architects, Inc.
                    224 S. 108th Avenue
                    Omaha, NE 68154
                    Attn.: Judith L. Miller
                    Facsimile No.  402-390-8077
 
          For Trustee:

                    First American Trust Company
                    2100 Fifth Avenue
                    San Diego, CA 92101

                    Box 34666
                    San Diego, CA 92163-4666
                    Attn.: Denise C. Mehus
                    Facsimile No.  619-615-4966

         (f)       This Trust  Agreement  between  Company and Trustee  contains
the entire  understanding  between  the  parties  with  respect  to its  subject
matter and, as of the  effective  date of this Trust  Agreement,  it  supersedes
and entirely  replaces any and all prior agreements  between Company and Trustee
with respect to the subject matter of this Trust Agreement.

         (g)       This Trust  Agreement  shall be binding upon and inure to the
benefit  of the  parties  hereof and their  heirs,  successors,  and  assignees.
This  Trust  Agreement  is not  assignable  by any  party  without  the  express
written consent of the other party.

         (h)       Titles  and  captions  used  in  this  Trust   Agreement  are
included for  convenience  of reference only and in no way define or delimit any
provisions or otherwise alter the construction or effect.

         (i)       Where the  context  permits,  words in the  masculine  gender
shall include the feminine and neuter  genders,  the singular  shall include the
plural, and the plural shall include the singular.

         (j)       Each  of  the   parties  to  this  Trust   Agreement   hereby
represents  and warrants  that it is duly  authorized  and empowered to execute,
deliver, and perform this Trust Agreement.

         (k)       This  Trust  Agreement  may  be  executed  in any  number  of
counterparts,  each  of  which  shall  be  deemed  to be an  original,  but  all
counterparts shall, together, constitute only one agreement.

Section 14.        Effective Date.

         The effective date of this Trust Agreement shall be the 1st day of
January, 1999.


         IN WITNESS WHEREOF, this Trust Agreement is executed as of the day
and year first above written.

                                    TRANSACTION SYSTEMS ARCHITECTS, INC.

ATTEST BY: /s/ Judith L. Miller     By:   /s/ Dwight G. Hanson
                                         --------------------------------    
                                    Name:     Dwight G. Hanson

                                    Title:    Chief Financial Officer
                                              (Principal Financial Officer)


                                    FIRST AMERICAN TRUST COMPANY
                                    as Trustee

ATTEST BY: /s/ Patricia Schmitt     By    /s/ Denise Mehus
                                         --------------------------------    
                                    Name:     Denise Mehus

                                    Title:    Vice President

