SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  /X/
Filed by a Party other than the Registrant  / /

Check the appropriate box:
/X/  Preliminary Proxy Statement             / /Confidential, for Use of the
                                                Commission Only (as permitted by
                                                Rule 14a-6(e)(2))
/ /  Definitive Proxy Statement
/ /  Definitive Additional Materials
/ /  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                                FIserv, Inc.
              ------------------------------------------------
              (Name of Registrant as Specified In Its Charter)

                             Edward P. Alberts
                 ------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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     Item 22(a)(2) of Schedule 14A.
/ /  $500 per each party to the controversy pursuant to Exchange Act
     Rule 14a-6(i)(3).
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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                                  FIserv, Inc

                                255 Fiserv Drive
                          Brookfield, Wisconsin 53045





February 27, 1996



To our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of
FIserv, Inc., which will be held at our Corporate Offices at 10:00 a.m. on
Thursday, March 21, 1996, in the Corporation's Education Center located on the
second floor.

Information about the meeting and the matters on which the shareholders will act
is set forth in the formal Notice of Meeting and Proxy Statement on the
following pages.  Following these matters, management will present a current
report on the activities of the Corporation.  At the meeting, we will welcome
your comments on or inquiries about the business of FIserv that would be of
interest to shareholders generally.

At your earliest convenience, please review the information on the business to
come before the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND RETURN YOUR
PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.

Thank you for your prompt attention to this matter.


Sincerely,



/S/ GEORGE D. DALTON
George D. Dalton
Chairman and
Chief Executive Officer

                                  FIserv, Inc.


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD MARCH 21, 1996

                              CUSIP # 337738-10-8


To the Shareholders of FIserv:

The Annual Meeting of Shareholders of FIserv, Inc. will be held at the Corporate
Offices on Thursday, March 21, 1996,  at 10:00 a.m., Central Standard Time,  for
the following purposes:

     1.   to elect three  Directors to serve for  a three-year term expiring  in
          1999;

     2.   to  consider and act upon  a proposal to  reappoint Deloitte &  Touche
          LLP,  Milwaukee,  Wisconsin,  as  the  independent  auditors  of   the
          Corporation and subsidiaries for 1996;

     3.    to consider and  act upon  a proposal to  adopt an  amendment to  the
          Company's  Articles  of   Incorporation  increasing   the  number   of
          authorized shares of  the Company's  Common Stock  from 75,000,000  to
          150,000,000;

     4.    to consider and  act upon  a proposal to  adopt an  amendment to  the
          Company's Articles of Incorporation to change the name of the  Company
          from FIserv, Inc. to Fiserv, Inc.;

     5.   to consider and act upon a  proposal to amend and restate the  FIserv,
          Inc. Non-Qualified Stock Option Plan, among other things, to  increase
          the number of shares of Common  Stock reserved for issuance under  the
          FIserv, Inc. Stock Option Plan by 4,000,000 shares and to provide  for
          the inclusion of incentive stock options under said Plan; and

     6.    to  transact such  other business  as may  properly come  before  the
          meeting.

The Board of Directors has fixed the close of business on February 12, 1996,  as
the record date for determining shareholders  entitled to notice of the  meeting
and to vote.

By Order of the Board of Directors



/S/ CHARLES W. SPRAGUE
Charles W. Sprague
Secretary
February 27, 1996


YOUR VOTE IS IMPORTANT.  THE PROXY STATEMENT  IS INCLUDED WITH THIS NOTICE.   TO
VOTE YOUR STOCK, PLEASE MARK, SIGN, DATE AND  RETURN YOUR PROXY CARD AS SOON  AS
POSSIBLE.  A  RETURN ENVELOPE IS  ENCLOSED FOR YOUR  CONVENIENCE.   SHAREHOLDERS
ATTENDING THE  MEETING MAY  WITHDRAW THEIR  PROXIES  AT ANY  TIME PRIOR  TO  THE
EXERCISE THEREOF.

                                PROXY STATEMENT

THE PROXY AND SOLICITATION

     This Proxy Statement is being mailed on or about February 27, 1996, to  the
holders of record as of February 12, 1996,  of Common Stock, $.01 par value  per
share ("Common Stock"), of FIserv, Inc. (the "Corporation" or the "Company")  in
connection with the solicitation  by the Board  of Directors of  a Proxy in  the
enclosed form for the Annual Meeting of Shareholders to be held at the Corporate
Offices, 255 Fiserv Drive, Brookfield, Wisconsin 53045, on March 21, 1996, or at
any  and  all  adjournments  thereof.    Pursuant  to  the  Wisconsin   Business
Corporation Law, a shareholder may revoke a writing appointing a proxy either by
giving notice to the  Corporation in writing or  in open meeting.   The cost  of
soliciting the proxy will be borne by the Corporation.


PURPOSES OF ANNUAL MEETING

     The Annual Meeting has been called  for the purposes of (i) electing  three
Directors to serve for a three-year term expiring in 1999; (ii) considering  and
acting upon a proposal to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin,
as the independent auditors of the Corporation and subsidiaries for 1996;  (iii)
considering and acting  upon a  proposal to  increase the  number of  authorized
shares of the Corporation's  Common Stock from  75,000,000 to 150,000,000;
(iv)considering and acting  upon a proposal  to change the  name of the  
Corporation from FIserv, Inc. to Fiserv, Inc.; (v) considering and acting upon a
proposal to amend and restate the FIserv, Inc. Non-Qualified Stock Option Plan, 
among  other things, to increase the number of  shares of Common Stock reserved 
for  issuance under the Plan by 4,000,000 shares and to provide for the 
inclusion of incentive stock options under the  Plan; and (vi) transacting  such
other business as  may properly come before the meeting.

     The persons named as  proxies in the enclosed  Proxy have been selected  by
the Board of Directors and will vote shares represented by valid Proxies.   They
have indicated that,  unless otherwise specified  in the Proxy,  they intend  to
vote to (i) elect as Directors for their respective terms the nominees listed on
Pages 2 and 3; (ii) to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin, as
the independent public accountants of the Corporation and subsidiaries for 1996;
(iii) to increase the  number of authorized shares  of the Corporation's  Common
Stock from 75,000,000 to 150,000,000; (iv) to change the name of the Corporation
from FIserv, Inc. to Fiserv, Inc.; and (v) to amend and restate the FIserv, Inc.
Non-Qualified Stock Option Plan, among other  things, to increase the number  of
shares of Common Stock reserved for issuance under the Plan by 4,000,000  shares
and to provide for the inclusion of incentive stock options under the Plan.  All
of the nominees for  Director are presently members  of the Board of  Directors.
The Board of Directors has no reason to believe that any of the nominees will be
unable to  serve  as a  Director.   In  the  event,  however, of  the  death  or
unavailability of any nominee  or nominees, the  Proxy to vote  in favor of  the
election of such nominee or nominees will be voted for such other person as  the
Board of Directors may recommend.

     The Corporation has no  knowledge of any other  matters to be presented  to
the meeting.  In the  event other matters do  properly come before the  meeting,
the persons named in the  Proxy will vote in  accordance with their judgment  on
such matters.


VOTING SECURITIES

     As of January  22, 1996, the  Corporation had outstanding  and entitled  to
vote at the meeting 44,887,613 shares,  of which all are  Common Stock.  All  of
these shares are  to be  voted as  a single  class, and  each of  the shares  is
entitled to one vote for each share held of record on all matters submitted to a
vote of shareholders.   There are  no cumulative voting  rights with respect  to
Common Stock, with the result that holders of a majority of the Common Stock may
elect all the  Corporation's Directors.   The Board of  Directors has fixed  the
close of  business on  February 12,  1996, as  the record  date for  determining
shareholders entitled to notice of the meeting and to vote.

     The following table sets forth information furnished to the Corporation  as
of December 31, 1995, with respect to the beneficial ownership by each  Director
and nominee, certain named executive officers  and by all present Directors  and
executive officers as a group of the Corporation's Common Stock.  Each person on
the following  table  disclaims beneficial  ownership  of shares  owned  by  his
spouse, minor children or other relatives.

DIRECTORS AND      NUMBER OF SHARES OF COMMON        PERCENT
EXECUTIVE OFFICERS  STOCK BENEFICIALLY OWNED (1)    OF CLASS

George D. Dalton             499,023                     1.1%
Leslie M. Muma               457,694                      *
Donald F. Dillon           2,607,473                     5.6
Kenneth R. Jensen            343,299                      *
Bruce K. Anderson            257,432                      *
Gerald J. Levy                41,502                      *
L. William Seidman            15,550                      *
Thekla R. Shackelford          3,050                      *
Roland D. Sullivan            37,498                      *
Frank R. Martire             199,312                      *
Norman J. Balthasar          237,225                      *
All Directors and executive
   officers as a group
   (15 persons)            5,064,073                    10.9%

* Less than 1%

(1)  Includes 232,460 shares which are subject to outstanding options which  are
exercisable within  60 days  after December  31, 1995.   The  percentages  shown
assume exercise of such options.

     Beneficial ownership of each  of the shares of  Common Stock listed in  the
foregoing table is  comprised of either  sole voting power  and sole  investment
power, or voting power and  investment power that is  shared with the spouse  of
the Director or Executive Officer.


1.  NOMINEES FOR THE BOARD OF DIRECTORS

     The nominees  for election  as  members of  the  Board of  Directors,  with
information furnished to the Corporation by them as of January 31, 1996, are  as
follows:

Nominee for three-year term expiring in 1999:
     LESLIE M. MUMA (age 51) has been a Director of the Corporation since it was
established in 1984, and was  named Vice Chairman of  the Board of Directors  in
May 1995.    From 1971  to  1984, Mr.  Muma  was the  President  of one  of  the
Corporation's predecessors,  Data  Management Resources,  Inc.,  a  wholly-owned
subsidiary of Freedom Savings & Loan Association, Tampa, Florida.  Mr. Muma  has
over 30 years of data processing  experience.  He also  serves as a Director  of
MGIC Investment Corporation.
     Principal Occupation:  Vice  Chairman of  the  Board of  Directors  of  the
Corporation, President and Chief Operating Officer of the Corporation.

Nominee for three-year term expiring in 1999:
     DONALD F. DILLON (age 55) was named Vice Chairman of the Board of Directors
of the Corporation in May 1995.  In 1976, Mr. Dillon and an associate founded  a
turnkey software company--Information Technology, Inc. (ITI)--which has grown to
become a leading  national provider of  banking software.   ITI was acquired  by
FIserv in May 1995,  and Mr. Dillon  continues in his  position as Chairman  and
President of the ITI organization.  From 1966  to 1976, Mr. Dillon was with  the
National Bank of  Commerce in Lincoln,  Nebraska, most recently  as Senior  Vice
President heading the bank's  Information Management Division.   Mr. Dillon  has
over 29 years of experience in the financial and data processing industries.  He
also serves as Secretary of the Board of Trustees and Executive Committee Member
for Doane College in Crete, Nebraska, and is  a Member of the Board of  Trustees
for the University  of Nebraska  and a Member  of the  University of  Nebraska's
Directors Club.
     Principal Occupation:   Vice  Chairman of  the Board  of Directors  of  the
Corporation; Chairman and President, Information Technology, Inc.

Nominee for three-year term expiring in 1999:
     GERALD J. LEVY (age 63) has been a Director of the Corporation since March
31, 1986.  He is known  nationally through his involvement in various  financial
industry memberships  and  organizations.   Mr.  Levy  is a  past  Director  and
Chairman of the  United States  League of  Savings Institutions,  and served  as
Chairman of its Government Affairs Policy  Committee.  Since 1959, Mr. Levy  has
served Guaranty  Bank  in  various capacities,  including  President  and  Chief
Executive Officer from  1973 to  the present.   He  also serves  as Director  of
Guaranty Bank, S.S.B.,  Guaranty Financial Mutual  Holding Corp., and  Financial
Institution Insurance Group, Ltd.
     Principal Occupation:  Chairman and  Chief  Executive Officer  of  Guaranty
Bank, S.S.B. in Milwaukee, Wisconsin, since 1984.


CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
     Continuing members of the Board of Directors, with information furnished to
the Corporation by them as of January 31, 1996, are as follows:

Continuing term expiring in 1997:
     GEORGE D. DALTON (age 67) has been  Chairman of the Board  of Directors of
the Corporation since it was established in 1984.  From 1964 to 1984, Mr. Dalton
was President of one of the  Corporation's predecessors, First Data  Processing,
Inc., a subsidiary of First Bank System, Inc.   Mr. Dalton has over 40 years  of
data processing  experience.   He  also  serves as  a  Director of  ARI  Network
Services, Inc.
     Principal Occupation:  Chairman of the Board of Directors, Chief  Executive
Officer of the Corporation.

Continuing term expiring in 1997:
     BRUCE K. ANDERSON (age 55) has been a Director of the Corporation since it
was founded in  1984.  Mr.  Anderson's background  includes working  extensively
with information technology companies like the Corporation.  He also serves as a
Director of  Comdata  Holdings  Corporation,  Genicom  Corporation,  Broadway  &
Seymour, Inc. and several private companies.
     Principal Occupation:  General  partner of  the  sole general  partners  of
numerous Welsh, Carson, Anderson & Stowe partnerships.

Continuing term expiring in 1997:
     L. WILLIAM SEIDMAN (age 74) has  been a Director of  the Corporation since
February 1992.   Mr. Seidman became  Chairman of the  Federal Deposit  Insurance
Corporation  on  October  21,  1985,  and  Chairman  of  the  Resolution   Trust
Corporation in 1989.  He held these positions until October 21, 1991.  From 1982
to 1985, he was  Dean of the  College of Business  at Arizona State  University,
Tempe, Arizona.  From  1977 to 1982,  he was Vice  Chairman and Chief  Financial
Officer of Phelps Dodge  Corporation.  Mr. Seidman  was President Gerald  Ford's
Assistant for Economic Affairs  from 1974 to 1977.   From 1968  to 1974, he  was
Managing Partner of Seidman & Seidman, Certified Public Accountants.  He  served
as Chairman (1970)  and Director of  the Detroit Branch  of the Federal  Reserve
Bank of Chicago from 1966 to 1970.  He was also Special Assistant for  Financial
Affairs to Michigan Governor George Romney from 1963 to 1966.
     Principal Occupation:  Chief Commentator for CNBC-TV; and Publisher of Bank
Director magazine.

Continuing term expiring in 1998:
     KENNETH R.  JENSEN (age  52)  has  been  Executive Vice  President,  Chief
Financal  Officer,  Treasurer,  Assistant  Secretary  and  a  Director  of   the
Corporation since it was established in  1984.  He became Senior Executive  Vice
President of the Corporation in 1986.   In 1983, Mr. Jensen was Chief  Financial
Officer of SunGard Data Systems, Inc.  (a computer services company). From  1968
to 1982, Mr. Jensen  was a founder and  Chief Financial Officer of  Catallactics
Corporation (a financial services company), and from 1974 to 1980 was also Chief
Financial Officer of  Market Research Corporation  of America.   Mr. Jensen  has
over 30 years of experience in the data processing industry.
     Principal Occupation:  Senior  Executive Vice  President,  Chief  Financial
Officer, Treasurer and Assistant Secretary of the Corporation.

Continuing term expiring in 1998:
     ROLAND D. SULLIVAN (age 76) has  been a Director of  the Corporation since
July 15, 1986.  Mr.  Sullivan was the Myers  Regents Professor of Management  at
St. Johns University  from 1983  to 1990.   He  has an  extensive background  in
strategic planning  and  management,  and  is  known  throughout  the  financial
industry.  From 1938  to 1983, Mr.  Sullivan served First  Bank System, Inc.  in
various capacities, including Vice President - Strategic Information Systems and
Technology Planning; Executive Vice President of  Research and Planning -  First
Computer Corporation  (a subsidiary  of First  Bank System).   Since  1991,  Mr.
Sullivan  has  been  associated  with   Sendero  Corporation,  a  wholly   owned
subsidiary, most  recently as  Chairman  and Chief  Executive  Officer.   As  of
January 1995, he also  serves as Midwest Region  Executive, Savings &  Community
Bank Group of the Corporation.
     Principal Occupation:    Chairman  and  Chief  Executive  Officer,  Sendero
Corporation, and Midwest Region Executive, Savings & Community Bank Group of the
Corporation.

Continuing term expiring in 1998:
     THEKLA R. SHACKELFORD (age 61) was appointed a Director of the Corporation
in November 1994.   Ms. Shackelford is an  Educational Consultant and served  as
President of the national  professional association for educational  consultants
in 1987-88.  Prior to that, she was Director of Development of the Buckeye  Boys
Ranch in Columbus, Ohio.  She is currently serving  as Chairman of the I KNOW  I
CAN scholarship board in Columbus and is on the boards of Banc One  Corporation,
Wendy's International and Sundance  Broadcasting, Inc.   Ms. Shackelford is  the
recipient of numerous awards for community service and educational achievements.
     Principal Occupation:  Educational Consultant.


BOARD OF DIRECTORS AND MANAGEMENT COMMITTEE MEETINGS

     During the year ended December 31,  1995, there were four regular  meetings
of the Corporation's Board of Directors.  There were six special meetings of the
Corporation's Board of Directors.  All of the regular meetings held by the Board
of Directors were  fully attended,  except that  Ms. Shackelford  was unable  to
attend one regular meeting.  There were also four meetings of the  Corporation's
Management Committee during the year, all of which were fully attended.

     During 1995,  Messrs.  Anderson,  Levy  and  Seidman  and  Ms.  Shackelford
received $17,500, $18,500, $18,800 and $17,800, respectively, for their services
on the  Board  of Directors.    In addition,  Directors  who are  not  executive
officers received options to acquire 250 shares of the Company's Common Stock at
market  price on the  date of grant for each regular meeting attended and 10,000
shares following the 1995 Annual Meeting.   There  are  presently  two  standing
committees  of the Board of Directors, the Audit Committee and  the Compensation
Committee,  the members of which  consist of all Directors who are not executive
officers.   Meetings  of these  committees are  held in conjunction with regular
meetings of the Board of Directors.


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

     To the Company's knowledge, all statements of beneficial ownership required
to be filed with  the Securities and Exchange  Commission (the "Commission")  in
1995 have been timely filed except for _________________________

EXECUTIVE COMPENSATION
The following table sets forth in summary form all compensation, as defined in
regulations of the Commission, paid or accrued by the Corporation and its
subsidiaries during each of the three years ended December 31, 1995 to each of
its five highest paid executive officers whose aggregate cash compensation
exceeded $100,000.
SUMMARY COMPENSATION TABLE Annual Compensation (a) (b) (c) (d) (e) (g) (i) All Other Compen- Options sation ($) Name and Principal Position Year Salary ($) Bonus ($) Other Granted <2> George D. Dalton 1995 525,000 90,000 <1> 61,763 10,500 Chairman of the Board, 1994 460,000 100,000 <1> 65,813 10,500 Chief Executive Officer 1993 390,000 85,000 <1> 60,750 16,289 Leslie M. Muma 1995 475,000 80,000 <1> 53,663 10,500 Vice Chairman of the Board, 1994 410,000 90,000 <1> 57,038 10,500 President, Chief Operating Officer 1993 340,000 80,000 <1> 52,734 16,289 Kenneth R. Jensen 1995 370,000 60,000 <1> 41,175 10,500 Senior Executive Vice President, 1994 325,000 80,000 <1> 43,875 10,500 Director, CFO and Treasurer 1993 275,000 65,000 <1> 40,500 16,289 Norman J. Balthasar 1995 255,000 67,000 <1> 6,600 7,500 Group Executive 1994 235,000 31,340 <1> 5,850 7,500 Management Committee Member 1993 215,000 15,000 <1> 8,157 9,214 Frank R. Martire 1995 275,000 31,000 <1> 4,500 Group Executive 1994 255,000 45,988 <1> 7,500 Management Committee Member 1993 230,000 150,000 <1> 118,125 9,214
<1> Less than aggregate amount required to be reported <2> Represents Company contributions to 401(k) plan; 1995 is estimated Norman J. Balthasar (age 49) was named Group Executive - Savings & Community Bank Group on January 1, 1995. He previously had been President of FIserv Division I since September 1990, and is a member of the Corporation's Management Committee. From 1983 to 1991, he was associated with FIserv Tampa, Inc., most recently as President. Frank R. Martire (age 48) was named Group Executive - Bank & Credit Union Group on January 1, 1995. He previously had been President of FIserv Division III since April 1, 1991, and is a member of the Corporation's Management Committee. From 1983 to 1991, he was associated with Citicorp Information Resources, Inc., most recently as Chairman. OPTION GRANTS IN LAST FISCAL YEAR The following tables set forth, with respect to the executive officers named in the Summary Compensation Table, information with respect to options granted and exercised during the year ended December 31, 1995 under the Corporation's stock option plans, together with the number of options outstanding as of December 31, 1995.
Potential Realizable Value at Assumed Rates of Stock Price Appreciation for Individual Grants Option Term(1) (a) (b) (c) (d) (e) (f) (g) % of total options granted to Exercise Options employees price Expiration Name granted in year ($/share) date 5% ($) 10% ($) George D. Dalton 61,763 14.02 21.81 2/8/05 847,250 2,147,099 Leslie M. Muma 53,663 12.18 21.81 2/8/05 736,136 1,865,514 Kenneth R. Jensen 41,175 9.35 21.81 2/8/05 564,829 1,431,387 Norman J. Balthasar 6,600 1.50 21.81 2/8/05 90,537 229,439 Frank R. Martire 0
(1) The amounts in these columns are the result of calculations at the 5% and 10% rates set by the Commission and are not intended to forecast possible future appreciation, if any, of the Corporation's stock price. The Corporation chose not to use an alternative formula for a grant date valuation. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
(a) (b) (c) (d) (e) Number Value of of shares Number of unexercised acquired unexercised in-the-money on Value options at options at Name exercise realized ($) year-end year-end ($) George D. Dalton 127,574 2,091,063 127,777 1,549,908 Exercisable 126,361 1,270,462 Unexercisable Leslie M. Muma 57,037 918,401 164,480 2,421,269 Exercisable 109,654 1,102,338 Unexercisable Kenneth R. Jensen 43,875 706,469 126,360 1,859,824 Exercisable 84,240 846,971 Unexercisable Norman J. Balthasar 11,812 218,914 99,239 2,072,792 Exercisable 14,685 154,168 Unexercisable Frank R. Martire 15,000 256,944 157,125 2,131,363 Exercisable 72,562 946,061 Unexercisable
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors is responsible for establishing compensation for the Corporation's Chief Executive Officer, President and Chief Operating Officer and its Senior Executive Vice President and Chief Financial Officer (the "Executives"). In so doing, the Committee has developed and implemented compensation policies and programs which seek to enhance the long-term profitability of the Corporation, thereby contributing to the value of shareholders' investment. In addition to annual cash compensation, the Committee establishes criteria pursuant to which the Executives may also qualify for the award of options to acquire the Corporation's Common Stock at a price equal to market value on the date of grant. Awards are based 75% on growth in earnings per share (EPS) and 25% on revenue growth. If revenue growth percentage exceeds that for EPS, the EPS growth percentage will replace revenue growth percentage in determining awards. The range of growth used to calculate awards is from 10% to 25% and the maximum annual award to any executive is 100,000 shares, which the proposed amendment and restatement would raise to 300,000 shares. In the event that the Corporation's shareholders adopt the proposal to amend the Corporation's Non-Qualified Stock Option Plan to permit the issuance of incentive stock options, such options would also be available for issuance to the Executives. The Corporation currently has no plans to issue incentive stock options. Based upon the Corporation's performance over the past five years when compared to companies comprising the S&P 500 and its S&P industry group, it appears that the level of executive compensation is commensurate with that which is being paid to senior executives by other companies in similar businesses. Committee Members: Bruce K. Anderson, Chairman Gerald J. Levy L. William Seidman Thekla R. Shackelford COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG FISERV, INC., S&P 500 INDEX, AND S&P 500 COMPUTER SOFTWARE AND SERVICES INDEX COMPUTER MEASUREMENT PERIOD S&P SOFTWARE & (FISCAL YEAR COVERED) FISERV, INC. 500 INDEX SERVICES INDEX - --------------------- ------------ --------- -------------- MEASUREMENT PT-12/31/90 $100 $100 $100 FYE 12/31/91 $182 $130 $152 FYE 12/31/92 $183 $140 $181 FYE 12/31/93 $209 $155 $230 FYE 12/31/94 $233 $157 $272 FYE 12/31/95 $325 $215 $383 Assume $100 invested on December 31, 1990, in each of Company Stock, S&P 500 Index and Industry Index and the reinvestment of all dividends paid during the five-year period ending December 31, 1995. 2. INDEPENDENT AUDITORS Deloitte & Touche LLP, Milwaukee, Wisconsin, has been proposed for reappointment as the Corporation's independent auditors for the year ending December 31, 1996, pursuant to the recommendation of the Board of Directors. A representative of Deloitte & Touche LLP is expected to be present at the meeting with an opportunity to make a statement if so desired and to answer appropriate questions with respect to that firm's audit of the Corporation's financial statements and records for the year ended December 31, 1995. The Board of Directors recommends that shareholders vote FOR the proposal. 3. PROPOSED INCREASE IN AUTHORIZED SHARES OF COMMON STOCK The Articles of Incorporation of the Corporation presently authorize the issuance of 75,000,000 shares of Common Stock, of which 44,887,613 were outstanding as of January 22, 1996, and 2,434,350 shares were reserved as of such date for issuance upon the exercise of options issued by the Corporation. Consequently, only 27,678,037 shares of Common Stock are available to be used for any other purposes, including stock splits. Therefore, the Board of Directors has proposed an increase in the number of authorized shares of Common Stock from 75,000,000 to 150,000,000. Except for shares reserved for issuance upon the exercise of stock options, none of the shares of Common Stock which would be authorized if this proposal is adopted by the shareholders have been earmarked for any specific purpose, but any future issuance of such shares could be authorized by the Board of Directors without obtaining shareholder approval. The approval of a majority of the outstanding shares of Common Stock entitled to vote on the amendment is required to adopt the amendment to the Articles of Incorporation. The Board of Directors recommends a vote FOR the proposed increase in authorized shares of Common Stock. 4. PROPOSAL TO CHANGE THE NAME OF THE CORPORATION Presently, the legal name of the Corporation is FIserv, Inc., whereas in most correspondence, marketing materials, and similar items the name "Fiserv, Inc." (with a lower case "i") is used. It is therefore proposed that the name of the Corporation be changed to Fiserv, Inc. The Board of Directors recommends a vote FOR the proposed change in the name of the Corporation. 5. EMPLOYEE BENEFIT STOCK PLANS The Corporation currently has three employee benefit stock plans pursuant to which eligible employees, officers and directors of the Corporation may acquire shares of Common Stock: the Non-Qualified Stock Option Plan, the Incentive Stock Option Plan and the Restricted Stock Purchase Plan. If the shareholders approve the proposed amendment to and restatement of the Corporation's Non-Qualified Stock Option Plan (which will then be referred to as the "Fiserv, Inc. Stock Option Plan"), this Plan will become the Corporation's principal stock-related employee benefit plan. There are presently 20,280 options outstanding under the Incentive Stock Option Plan. Because the period during which options under the Incentive Stock Option Plan has expired, the Corporation is unable to award additional options under this Plan. Although the Corporation has no current intention of issuing incentive stock options in the foreseeable future, if the proposed amendment to the Non-Qualified Stock Option Plan is approved, it would provide the flexibility to grant incentive stock options (ISOs) under that Plan. There has been no activity in the Corporation's Restricted Stock Option Plan for several years, and there is no present intention to award shares under this Plan. On February 27, 1996, the Board of Directors of the Corporation adopted, subject to shareholder approval at the Annual Meeting of Shareholders, amendments to the FIserv, Inc. Non-Qualified Stock Option Plan (the "Plan") which will be renamed the "Fiserv, Inc. Stock Option Plan" that, among other things, will increase by 4,000,000 shares the number of shares of Common Stock reserved for issuance under the Plan and provide for the issuance of ISOs. The Plan is designed to provide an incentive to key employees of the Corporation and to offer an additional inducement in obtaining the services of such persons. It also serves as an inducement to non-employee Directors of the Corporation who may be awarded options to purchase 250 shares of Common Stock under the Plan for each meeting the non-employee Director attends and 10,000 options each time he or she is elected to the Corporation's Board of Directors. The following summary of certain material features of the Plan, as it is proposed to be amended, does not purport to be complete and is qualified in its entirety by reference to the text of the Plan, a copy of which is set forth as Exhibit A to this Proxy Statement. All references to the Plan contained in this summary are references to the Plan as proposed to be amended. Shares Subject to the Plan and Eligibility The Plan authorizes the grant of options to purchase a maximum of 300,000 shares of Common Stock (subject to adjustment as provided below) to employees (including officers and directors who are employees) and non-employee Directors of the Corporation. Upon expiration, cancellation or termination of unexercised options granted under the Plan, the shares of Common Stock subject to such options will again be available for the grant of options under the Plan. Type of Options Options granted under the plan may be either ISOs, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code), or non- qualified stock options which do not qualify as ISOs (NQSOs). Administration The Plan is administered by a committee of the Board of Directors (the Committee) consisting of at least three members of the Board, each of whom is a "disinterested person" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), and also an "outside director" within the meaning of Section 162(m) of the Code. The Committee members are currently those persons listed on page 7. Among other things, the Committee is empowered to determine in accordance with various Plan provisions: (i) the persons to whom options are granted; (ii) the times on which options are granted; (iii) whether an option will be an ISO or a NQSO; (iv) the number of shares of Common Stock subject to a particular option and the option price therefor; (v) the term of each option; (vi) the time and conditions under which an option may be exercised in whole or in part; (vii) the form of consideration that may be used by the optionee to purchase shares upon exercise of any option; (viii) whether shares issued upon the exercise of an option are subject to certain restrictions or to repurchase by the Corporation; (ix) whether to accelerate the exercise date of any option; (x) any applicable withholding; (xi) the fair market value of shares of the Common Stock subject to an option; (xii) subject to certain conditions, whether to cancel or modify an option with the consent of the optionee; and (xiii) any other terms and conditions of the option not otherwise inconsistent with the provisions of the Plan. The Committee is also authorized to interpret the terms of the Plan and to adopt regulations relating to the Plan that are not inconsistent with the terms of the Plan. The determination of the Committee with respect to such matters is conclusive and binding. Terms and Conditions of Options Options granted under the Plan are subject to, among other things, the following terms and conditions: (a) The option price of an option (other than an option granted to a non- employee Director) ISO, which is fixed by the Committee, except that in the case of an ISO, the option price cannot be less than the fair market value of the shares subject to the option on the date it is granted. In the event that the optionee owns or is deemed to own 10% of the voting power of the Corporation's shares, then the exercise price of the option may not be less than 110% of the fair market value of the shares on the date it is granted. (b) Options are not transferable during the optionee's lifetime, and during his or her lifetime may only be exercised by the optionee. (c) Options (other than options granted to non-employee Directors) may be granted for terms determined by the Committee, except that the term of an ISO may not exceed 10 years (5 years if the optionee owns or is deemed to own more than 10% of the voting power of the Corporation's shares). (d) Each non-employee Director is granted an option to purchase 250 shares following each Board meeting which he or she attends. In addition, following each annual meeting at which he or she is elected a Director of the Corporation, the non-employee Director will be granted an option to purchase 10,000 shares. The term of each non-employee Director option is ten years, and the option price is the fair market value of the underlying shares on the date of grant. The option becomes exercisable ratably over the first five years. Notwithstanding the foregoing, if the holder ceases to be a Director of the Corporation for any reason, the option may not be exercised more than 30 days after the date he or she ceases to be a Director. (e) Appropriate arrangements may be specified with respect to any federal, state, local or other tax withholding which is required in connection with the options. (f) The maximum number of shares for which options may be granted to a person in any fiscal year is 300,000. The aggregate fair market value of shares with respect to which ISOs may be granted to a person which are exercisable for the first time during any calendar year may not exceed $100,000. Any option granted in excess of such amount is treated as a NQSO. (g) No fractional shares of Common Stock may be exercised or acquired under the Plan. Adjustments in the Event of Capital Changes In the event the number of shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation through reorganization, merger or consolidation, recapitalization, stock split, split-up, combination, exchange of shares, declaration of any Common Stock dividends or similar events, the number and kind of shares of stock and the price per share subject to the unexercised portion of any 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 is to be appropriately adjusted by the Board of Directors. Duration and Amendment of the Plan No ISO may be granted under the Plan after February 27, 2006. The Board of Directors may terminate the Plan from time to time, except that without majority shareholder approval no amendment may increase the maximum number of shares with respect to which options may be granted under the Plan (except in the case of the events for which adjustment authority has been granted to the Board of Directors as described above), materially increase the benefits accruing to optionees under the Plan or change the eligibility requirements for optionees. Federal Income Tax Treatment The following is a general summary of the federal income tax consequences under current tax law of NQSOs and ISOs. It does not purport to cover all the special rules, including special rules relating to optionees subject to Section 16(b) of the Exchange Act and the exercise of an option with previously-acquired shares, or the state or local income or other tax consequences inherent in the ownership and exercise of stock options and the ownership and disposition of the underlying shares. An optionee will not recognize taxable income for federal income tax purposes upon the grant of a NQSO or ISO. Upon the exercise of a NQSO, the optionee will recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price thereof, and the Corporation will generally be entitled to a deduction for such amount at that time. If the optionee later sells shares acquired pursuant to the exercise of a NQSO, he or she will recognize long-term or short-term capital gain or loss, depending on the period for which the shares were held. Long-term capital gain is generally subject to more favorable tax treatment than ordinary income or short-term capital gain. Proposed legislation, if adopted, would treat long- term capital gain even more favorably. Upon the exercise of an ISO, the optionee will not recognize taxable income. If the optionee disposes of the shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the shares to him or her, the optionee will recognize long-term capital gain or loss and the Corporation will not be entitled to a deduction. However, if the optionee disposes of such shares within the required holding period, all or a portion of the gain will be treated as ordinary income and the Corporation will generally be entitled to deduct such amount. In addition to the federal income tax consequences described above, an optionee may be subject to the alternative minimum tax. The Board of Directors recommends that shareholders vote FOR the proposal. 1996 SHAREHOLDER PROPOSALS The deadline for shareholders to submit proposals to be considered for inclusion in the Proxy Statement for the 1997 Annual Meeting of Shareholders is expected to be October 11, 1996. ANNUAL MEETING The Annual Report of the Corporation for the year ended December 31, 1995, will be mailed to each shareholder on or about February 27, 1996. The Corporation's Annual Report on Form 10-K, filed by the Corporation with the Commission, will be furnished without charge to any person requesting a copy thereof in writing and stating such person is a beneficial holder of shares of Common Stock of the Corporation on the record date for the annual meeting of shareholders. Requests and inquiries should be addressed to Mr. Charles W. Sprague. BY THE ORDER OF THE /S/ CHARLES W. SPRAGUE BOARD OF DIRECTORS CHARLES W. SPRAGUE FEBRUARY 27, 1996 SECRETARY
                                     Proxy

                    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

                    The undersigned hereby appoints George D. Dalton, Leslie M.
                    Muma and  Charles W. Sprague as Proxies, each with the power
                    to appoint his substitute, and hereby authorizes them to
                    represent and to vote as designated below, all the shares of
                    Common Stock of FIserv, Inc. (the "Corporation") held of
                    record by the undersigned on February 12, 1996, at the
                    Annual Meeting of Shareholders to be held on March 21, 1996,
                    or any adjournment thereof.


1. ELECTION OF THREE DIRECTORS TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 1999:

   FOR all nominees and their term listed below    WITHHOLD AUTHORITY to vote
                                                   for all nominees listed below
   (except as written to the contrary on the line provided)

   For a term expiring in 1999: L.M. Muma, G.J. Levy, D.F. Dillon

   -----------------------------------------------------------------------------
   (INSTRUCTION: To withhold authority to vote for any individual nominee write
   that nominee's name on the line provided above.)

2. PROPOSAL TO APPROVE THE REAPPOINTMENT OF Deloitte & Touche LLP, Milwaukee,
   Wisconsin, as the independent auditors of the Corporation and subsidiaries
   for 1996:
     FOR      AGAINST    ABSTAIN

3. PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES of the Company's Common
   Stock from 75,000,000 to 150,000,000:
     FOR    AGAINST    ABSTAIN

4. PROPOSAL TO CHANGE THE NAME OF THE COMPANY from FIserv, Inc. to Fiserv, Inc.:
     FOR    AGAINST    ABSTAIN

5. PROPOSAL TO AMEND and restate the FIserv, Inc. Non-Qualified Stock Option,
   among other things, to (i) increase the number of shares of Common Stock
   issuable under the Plan by 4,000,000; and (ii) to provide for the issuance of
   incentive stock options under the Plan:
     FOR    AGAINST    ABSTAIN

6. In their discretion, the Proxies are authorized to vote upon such other
   business as may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3, 4, and 5.

PLEASE SIGN exactly as name appears hereon. When shares are held by joint
tenants, both should sign.  When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.  If a corporation, please
sign in full corporate name by President or other authorized officer.  If a
partnership, please sign in partnership name by authorized person.

DATED:__________________, 1996
                                                       -------------------------
      PLEASE CHECK LOWER BOX IF APPROPRIATE            Signature

      YES, I WILL ATTEND THE ANNUAL                    -------------------------
      MEETING ON MARCH 21, 1996                        Signature if held jointly

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY

                                                       DRAFT OF JANUARY 26, 1996

                                  FISERV, INC.

                               STOCK OPTION PLAN
                     (as amended through February __, 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
               [4,000,000] 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.  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.