S-4

As filed with the Securities and Exchange Commission on August 8, 2003

Registration No. 333-    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

FISERV, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	7374	39-1506125
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

255 Fiserv Drive

Brookfield, Wisconsin 53045

(262) 879-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kenneth R. Jensen

Senior Executive Vice President,

Chief Financial Officer, Treasurer

and Assistant Secretary

Fiserv, Inc.

255 Fiserv Drive

Brookfield, Wisconsin 53045

(262) 879-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Benjamin F. Garmer, III

Foley & Lardner

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202-5367

(414) 271-2400

Approximate date of commencement of proposed sale to the public:  Upon consummation of the Exchange Offer referred to herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered		Proposed Maximum Offering Price per Note (1)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
3% New Notes due 2008 (2)	$	100,000,000	100	%	$	100,000,000	$	8,090

(1) Estimated solely for purposes of determining the registration fee.

(2) Calculated pursuant to Rule 457(f) under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Subject to Completion, Dated August 8, 2003

FISERV, INC.

Offer to Exchange

New 3% Notes due 2008

$100,000,000 Principal Amount

for

All Outstanding

3% Notes due 2008

$100,000,000 Principal Amount Outstanding

• We are offering to exchange registered new 3% Notes due 2008 for all of our outstanding unregistered old 3% Notes due 2008.

• The exchange offer expires at 11:59 p.m., New York City time, on             , 2003, unless we extend it.

• The terms of the new notes are substantially identical to those of the old notes, except that the new notes will be registered under the Securities Act of 1933 and will not have securities law transfer restrictions and registration rights relating to the old notes and the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.

• All outstanding notes that are validly tendered and not validly withdrawn will be exchanged.

• You may withdraw your tender of old notes any time before the exchange offer expires.

• We will not receive any proceeds from the exchange offer.

• No established trading market for the new notes currently exists. The new notes will not be listed on any securities exchange or included in any automated system.

• The exchange of notes will not be a taxable event for U.S. federal income tax purposes.

See “Risk Factors” beginning on page 6 for a discussion of risk factors that you should consider before deciding to exchange your old notes for new notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2003.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	6
FORWARD-LOOKING STATEMENTS	7
WHERE YOU CAN FIND MORE INFORMATION	8
USE OF PROCEEDS	9
CAPITALIZATION	9
THE EXCHANGE OFFER	10
SELECTED CONSOLIDATED FINANCIAL DATA	19
DESCRIPTION OF THE NEW NOTES	20
UNITED STATES FEDERAL TAX CONSIDERATIONS	31
PLAN OF DISTRIBUTION	32
LEGAL MATTERS	32
EXPERTS	32

In this prospectus, “we,” “us” and “our” refer to Fiserv, Inc. and its subsidiaries.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide you without charge upon your request, a copy of any documents that we incorporate by reference, other than exhibits to those documents that are not specifically incorporated by reference into those documents. You may request a copy of a document by writing to Charles W. Sprague, Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045, or by calling Mr. Sprague at (262) 879-5000. To ensure timely delivery, you must request the information no later than five business days before the completion of the exchange offer. Therefore, you must make any request on or before             , 2003.

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PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus and may not contain all of the information that is important to you. This prospectus includes the specific terms of the notes we are offering to exchange, as well as information regarding our business. We encourage you to read this prospectus in its entirety.

Fiserv, Inc.

We provide integrated data processing and information management systems to more than 13,000 financial services providers, including banks, broker-dealers, credit unions, financial planners and investment advisers, insurance companies and agents, leasing companies, mortgage lenders and savings institutions. We operate centers in the United States for full-service financial data processing, software system development, item processing and check imaging, technology support and related product businesses. Our operations are principally domestic and in 2002 international operations constituted approximately 5% of total processing and services revenues through business support centers in Argentina, Australia, Canada, Colombia, Indonesia, the Philippines, Puerto Rico, Poland, Singapore and the United Kingdom.

We were formed in 1984 through the combination of two major regional data processing firms that began as the data processing operations of their parent financial institutions. Historically, these firms expanded operations by developing a range of services for their parent organizations, as well as other financial institutions. Since our organization, we have grown by developing specialized products and services and product enhancements, adding new clients and acquiring firms complementing our organization.

We are a Wisconsin corporation and our principal executive offices are located at 255 Fiserv Drive, Brookfield, Wisconsin 53045. Our telephone number is (262) 879-5000.

The Exchange Offer

Old Notes	We sold $100,000,000 of our 3% Notes due 2008 to the initial purchasers on June 27, 2003. In this prospectus we refer to those notes as the old notes. The initial purchasers resold those old notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
Registration Rights Agreement	When we sold the old notes, we entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to provide to you and all other holders of these old notes the opportunity to exchange your unregistered old notes for a new series of substantially identical new notes that we have registered under the Securities Act. This exchange offer is being made for that purpose.
New Notes	We are offering to exchange the old notes for 3% Notes due 2008 that have been registered under the Securities Act. In this prospectus we refer to those registered notes as the new notes. The terms of the new notes and the old notes are substantially identical except:
	•	the new notes will be issued in a transaction that will have been registered under the Securities Act;

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	•	the new notes will not contain securities law restrictions on transfer, and
	•	the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.
The Exchange Offer	We are offering to exchange $1,000 principal amount of the new notes for each $1,000 principal amount of your old notes. As of the date of this prospectus, $100,000,000 aggregate principal amount of the old notes are outstanding. For procedures for tendering, see “The Exchange Offer—Procedures for Tendering Old Notes.”
Expiration Date	This exchange offer will expire at 11:59 p.m., New York City time, on ________, 2003, unless we extend it.
Resales of Notes	We believe that the new notes issued pursuant to the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if:
	•	you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;
	•	you are acquiring the new notes in the ordinary course of your business; and
	•	you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes.
	If you are an affiliate of ours, or are engaging in or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, then:
	•	you may not rely on the applicable interpretations of the staff of the SEC;
	•	you will not be permitted to tender old notes in the exchange offer; and
	•	you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the old notes.

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	Each participating broker-dealer that receives new notes for its own account under the exchange offer in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See the caption “Plan of Distribution.”
	Any broker-dealer that acquired old notes from us may not rely on the applicable interpretations of the staff of the SEC and must comply with registration and prospectus delivery requirements of the Securities Act (including being named as a selling securityholder) in connection with any resales of the old notes or the new notes.
Acceptance of Old Notes and Delivery of New Notes	We will accept for exchange any and all old notes that are validly tendered in the exchange offer and not withdrawn before the offer expires. The new notes will be delivered promptly following the exchange offer.
Withdrawal Rights	You may withdraw your tender of old notes at any time before the exchange offer expires.
Conditions of the Exchange Offer	The exchange offer is subject to the following conditions, which we may waive:
	•	the exchange offer, or the making of any exchange by a holder of old notes, will not violate any applicable law or interpretation by the staff of the SEC; and
	•	no action may be pending or threatened in any court or before any governmental agency with respect to the exchange offer that may impair our ability to proceed with the exchange offer.
Consequences of Failure to Exchange	If you are eligible to participate in the exchange offer and you do not tender your old notes, then you will not have further exchange or registration rights and you will continue to hold old notes subject to restrictions on transfer.
Federal Income Tax Consequences	The exchange of an old note for a new note will not be taxable to a United States holder for federal income tax purposes. Consequently, you will not recognize any gain or loss upon receipt of the new notes. See “United States Federal Income Tax Considerations.”
Use of Proceeds	We will not receive any proceeds from the exchange offer.
Accounting Treatment	We will not recognize any gain or loss on the exchange of notes. See “The Exchange Offer—Accounting Treatment.”

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Exchange Agent	BNY Midwest Trust Company is the exchange agent. See “The Exchange Offer—Exchange Agent.”
The New Notes
The following is a brief summary of some terms of the new notes. For a more complete description, see “Description of the New Notes” in this prospectus.
Issuer	Fiserv, Inc.
Notes Offered	$100.0 million aggregate principal amount of 3% Notes due 2008.
Interest Rate	3% per year.
Interest Payment Dates	We will pay interest on the new notes semi-annually in arrears on June 27 and December 27 of each year, beginning on December 27, 2003.
Maturity	The new notes will mature on June 27, 2008, unless redeemed prior to that date as summarized below under “—Optional Redemption.”
Optional Redemption	We may redeem some or all of the new notes prior to maturity at a price equal to the greater of:
	•	100% of the aggregate principal amount of the new notes to be redeemed; or
	•	the sum of the present values of the remaining scheduled payments of principal and interest on the new notes, not including unpaid interest accrued to the redemption date, discounted to the redemption date on a semiannual basis at the treasury rate referred to in this prospectus plus 15 basis points, plus, in each case, unpaid interest accrued to the redemption date.
Ranking	The new notes will be senior unsecured obligations of ours and will rank equally with all of our other senior unsecured indebtedness. The new notes will rank junior to our secured indebtedness to the extent of the collateral securing the same and will be structurally subordinated to the obligations and preferred equity of our subsidiaries. At June 30, 2003, we had outstanding:
	•	approximately $491.3 million of senior unsecured indebtedness (approximately $478.4 million of which was long-term indebtedness, including the old notes);

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	•	approximately $8.0 million of secured indebtedness; and
	•	approximately $206.0 million of short-term borrowings in our securities and trust processing subsidiaries collateralized by customer securities and investments.
Covenants	The indenture governing the new notes contains covenants that, among other things, will limit our ability and the ability of our restricted subsidiaries to:
	•	incur, issue or create liens on certain of our properties and assets to secure other indebtedness;
	•	engage in sale and leaseback transactions; and
	•	consolidate with or merge into, or convey, transfer or lease all or substantially all of our properties and assets to, any other party.
	These covenants are subject to important exceptions and qualifications that are described under “Description of the New Notes—Covenants.”
Form and Denomination	The new notes will be issued in minimum denominations of $1,000 and any integral multiple of $1,000. The new notes will be represented by one or more permanent global certificates in fully registered, book-entry form without interest coupons, and will be deposited with the trustee as custodian for The Depository Trust Company, or DTC, and will be registered in the name of Cede & Co. or another nominee designated by DTC except in limited circumstances.
Lack of Public Market	There is no existing trading market for the new notes, and there can be no assurance regarding any future development or maintenance of a trading market for the new notes or the ability of holders of the new notes to sell their notes when desired or at all or any price at which such holders may be able to sell their new notes.
Ratings	The notes have been assigned a rating of BBB+ by Standard & Poor’s Ratings Services and Baa2 by Moody’s Investors Service, Inc. These ratings are not recommendations to buy, sell or hold the notes and are subject to revision or withdrawal at any time by the rating agencies.

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RISK FACTORS

You should consider the following risk factors carefully before deciding to exchange your old notes for new notes. If any of the risk factors come to pass, there could be a material adverse effect on our business, financial condition or future results of operations.

Our acquisition strategy subjects us to risks, including increased debt, assumption of unforeseen liabilities and difficulties in integrating operations.

A major contributor to our growth in revenues and net income since inception has been our ability to identify, acquire and integrate similar or complementary businesses. We may not be able to identify suitable acquisition candidates in the future, which could adversely affect our future growth. Businesses we acquire may perform worse than expected or be more difficult to integrate and manage than expected, which could adversely affect our business and financial results. These risks may arise for a number of reasons:

• We may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms;

• We face competition for acquisitions from other potential acquirors;

• We may need to borrow more money from lenders or sell equity or debt securities to the public to finance future acquisitions and the terms of these financings may be adverse to us;

• Changes in accounting, tax, securities or other regulations could increase the difficulty or cost for us to complete acquisitions;

• We may incur unforeseen obligations or liabilities in connection with acquisitions;

• We may need to devote unanticipated financial and management resources to an acquired business;

• We may not realize expected operating efficiencies or product integration benefits from an acquisition;

• We could enter markets where we have minimal prior experience; and

• We may experience decreases in earnings as a result of non-cash impairment charges.

Our securities clearing business subjects us to risks of client defaults which may result in material losses.

We have in the past and may in the future experience losses due to customer defaults and alleged fraudulent trading activities to the extent we cannot collect these losses from the correspondents or their customers. Our securities clearing business enters contracts with its broker-dealer clients, which are called “correspondents” or “introducing brokers,” to process transactions, clear trades and handle record-keeping for these correspondents and their customers. Our contracts with correspondents generally allocate risk of loss from us to the correspondent and its customers for their trading activities. However, if the correspondent defaults under its contracts with us and does not meet its contractual commitments, then we assume the obligations resulting from the trading activities of the correspondent and its customers. For example, a correspondent client recently allegedly manipulated our order entry system by sending to us through a computer network link-up non-existent, non-consummated trades. We recorded a pre-tax loss of

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$17 million as a result of that activity after the correspondent client went out of business, which left us with open, uncovered short-trading accounts primarily in one security whose value increased dramatically immediately prior to the correspondent ceasing to do business. At December 31, 2002, we had approximately $1.7 billion of securities processing receivables from the 2.9 million accounts we hold on behalf of our more than 400 correspondents.

Our securities clearing business can be significantly affected by direct and indirect governmental regulation, which reduces our flexibility and increases the costs of doing business.

Our securities clearing business is subject to extensive regulatory oversight principally by the New York Stock Exchange, Inc., or NYSE, and also by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and state agencies. From time to time, the NYSE reviews or audits our securities clearing business’ procedures and policies and sometimes requires changes to those procedures resulting in higher costs or reduced flexibility in operating our business and, in some instances, the payment of fines. Other results of these audits or our failure to comply with applicable laws, rules or regulations could include fines, suspension or revocation of our licenses or registrations, including broker-dealer licenses and registrations, or expulsion from membership in the NYSE, any one of which could materially affect our ability to conduct our securities business and operations.

FORWARD-LOOKING STATEMENTS

The information included or incorporated by reference in this prospectus contains statements that we believe are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of similar meaning. We have based these forward-looking statements on our current expectations about future events. The forward-looking statements include statements that reflect our beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to our financial condition, results of operations, business and prospects. Actual events may differ materially from the information expressed or implied in these statements. The potential risks and uncertainties that could cause our actual financial condition, results of operations, business and prospects to differ materially from the information expressed or implied in these statements, many of which are beyond our control, include economic, competitive, governmental and technological factors affecting our operations, markets, services and related products and prices, including those factors described in the “Risk Factors” section of this prospectus.

In light of these and other risks and uncertainties, you should not regard a forward-looking statement that is included or incorporated by reference in this prospectus as a representation as to the information expressed or implied in any such statement and its impact on our financial condition, results of operations, business or prospects, and, accordingly, you should not place undue reliance on any such forward-looking statement. Furthermore, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures we make on related subjects in subsequent reports that we file with the Securities and Exchange Commission, or SEC. We also urge you to review carefully the information included or incorporated by reference in this prospectus for a more complete discussion of the risks of exchanging your old notes for new notes.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. We have also filed a registration statement on Form S-4, including exhibits, under the Securities Act with respect to the exchange offer. This prospectus is part of the registration statement, but does not contain all of the information included in the registration statement or exhibits. You may read and copy the registration statement and these reports, proxy statements and other information at the public reference room of the SEC, at 450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC also maintains a website (http://www.sec.gov) that contains the reports, proxy statements and other information we file electronically.

This prospectus incorporates by reference information contained in documents we have filed or will file with the SEC after the date of this prospectus and prior to the completion of the exchange offer. Specifically, we incorporate by reference:

• our Annual Report on Form 10-K for the year ended December 31, 2002;

• our Quarterly Reports on Form 10-Q for the periods ended March 31, 2003 and June 30, 2003;

• our Current Reports on Form 8-K dated March 31, 2003, May 12, 2003 and May 22, 2003; and

• any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the completion of the exchange offer.

Since the documents incorporated by reference are an integral part of this prospectus, you should obtain and review carefully copies of these documents. Any statement contained in the documents incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes that statement. Furthermore, information that we later file with the SEC prior to the termination of this offering of notes will be deemed to modify and supersede the information previously incorporated by reference in this prospectus and the information in this prospectus. Any statement so modified or superseded will not, except as so modified or superseded, constitute a part of this prospectus.

You may request a copy of any of these filings, at no cost, by writing to Charles W. Sprague, Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045, or by calling Mr. Sprague at (262) 879-5000.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the old notes. We will not receive any cash proceeds from the issuance of the new notes. We used the net proceeds of approximately $99.2 million from the sale of the old notes to repay our debt and for general corporate purposes including acquisitions.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2003:

	As of June 30, 2003
	(in thousands)
Cash and cash equivalents	$	291,149
Debt (1):
Bank notes and commercial paper (2)		223,813
8.0% senior notes due 2004-2005		25,714
4.0% senior notes due 2008 (3)		149,874
3.0% senior notes due 2008 (4)		99,889
Total debt		499,290
Total shareholders’ equity		2,021,705
Total capitalization	$	2,520,995

(1) Excludes short-term borrowings from our securities and trust processing subsidiaries in the amount of $206.0 million that are collateralized by customer securities and investments.

(2) Primarily represents outstanding bank borrowings under a $250.0 million 5-year revolving credit facility expiring in May 2004 and a $260.0 million 364-day revolving credit facility which has been renewed through May 2004. We also had available $10.0 million in additional unsecured lines of credit, of which none was in use.

(3) Represents $150.0 million of 4.0% notes issued on April 11, 2003.

(4) Represents $100.0 million of 3.0% notes issued on June 27, 2003.

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THE EXCHANGE OFFER

Purpose and Effect; Registration Rights

We sold the old notes on June 27, 2003 in transactions exempt from the registration requirements of the Securities Act. Therefore, the old notes are subject to significant restrictions on resale. In connection with the issuance of the old notes, we entered into a registration rights agreement, which requires that we:

• file with the SEC a registration statement under the Securities Act relating to the exchange offer of new notes in exchange for the old notes;

• use our reasonable best efforts to cause the SEC to declare the exchange offer registration statement effective under the Securities Act;

• use our reasonable best efforts to cause the registration statement to remain effective until the closing of the exchange offer; and

• use our reasonable best efforts to complete the exchange offer not later than 45 days after the exchange offer registration statement becomes effective.

If you participate in the exchange offer, then you will, with limited exceptions, receive new notes that are freely tradeable and not subject to restrictions on transfer. You should read this prospectus under the heading “—Resales of New Notes” for more information relating to your ability to transfer new notes.

If you are eligible to participate in the exchange offer and do not tender your old notes, then you will continue to hold the untendered old notes, which will continue to be subject to restrictions on transfer under the Securities Act.

The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The above summary of the registration rights agreement is not complete and is subject to, and qualified by reference to, all the provisions of the registration rights agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement that includes this prospectus. See “Where You Can Find More Information.”

Terms of the Exchange Offer

We are offering to exchange $100,000,000 in aggregate principal amount of our new 3% Notes due 2008 that have been registered under the Securities Act for a like principal amount of our outstanding unregistered old 3% Notes due 2008.

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all old notes validly tendered and not withdrawn before 11:59 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding old notes we accept in the exchange offer. You may tender some or all of your old notes under the exchange offer. However, the old notes are issuable in authorized denominations of $1,000 and integral multiples of $1,000. Accordingly, old notes may be tendered only in denominations of $1,000 and integral multiples of $1,000. The exchange offer is not conditioned upon any minimum amount of old notes being tendered.

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The form and terms of the new notes will be the same as the form and terms of the old notes, except that:

• the new notes will be registered with the SEC and thus will not be subject to the restrictions on transfer or bear legends restricting their transfer;

• all of the new notes will be represented by global notes in book-entry form unless exchanged for notes in definitive certificated form under the limited circumstances described under “Description of the New Notes—Global Note and Book-Entry System;” and

• the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.

The new notes will evidence the same debt as the old notes and will be issued under, and be entitled to the benefits of, the indenture, as supplemented, governing the old notes.

The new notes will accrue interest from the most recent date to which interest has been paid on the old notes or, if no interest has been paid, from the date of issuance of the old notes. Accordingly, registered holders of new notes on the record date for the first interest payment date following the completion of the exchange offer will receive interest accrued from the most recent date to which interest has been paid on the old notes or, if no interest has been paid, from the date of issuance of the old notes. However, if that record date occurs prior to completion of the exchange offer, then the interest payable on the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the old notes on that record date.

In connection with the exchange offer, you do not have any appraisal or dissenters’ rights under the Wisconsin Business Corporation Law or the indenture, as supplemented. We intend to conduct the exchange offer in accordance with the registration rights agreement and the applicable requirements of the Exchange Act and the rules and regulations of the SEC. The exchange offer is not being made to, nor will we accept tenders for exchange from, holder of the old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of the jurisdiction.

Expiration Date; Amendments

The exchange offer will expire at 11:59 p.m., New York City time, on             , 2003, unless we, in our sole discretion, extend the exchange offer.

If we determine to extend the exchange offer, then we will notify the exchange agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, to delay accepting any old notes, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under “—Conditions” have not been satisfied or waived by giving oral or written notice to the exchange agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will notify you as promptly as practicable of any extension, amendment or termination. We will also file a post-effective amendment to the registration statement of which this prospectus is a part with respect to any fundamental change in the exchange offer.

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Procedures for Tendering Old Notes

Any tender of old notes that is not withdrawn prior to the expiration date will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. A holder who wishes to tender old notes in the exchange offer must do either of the following:

• properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and deliver that letter of transmittal and other required documents to the exchange agent at the address listed below under “—Exchange Agent” on or before the expiration date; or

• if the old notes are tendered under the book-entry transfer procedures described below transmit to the exchange agent on or before the expiration date an agent’s message.

In addition, one of the following must occur:

• the exchange agent must receive certificates representing your old notes along with the letter of transmittal on or before the expiration date, or

• the exchange agent must receive a timely confirmation of book-entry transfer of the old notes into the exchange agent’s account at DTC under the procedure for book-entry transfers described below along with the letter of transmittal or a properly transmitted agent’s message, on or before the expiration date; or

• the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to and received by the exchange agent and forming a part of the book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from the tendering participant stating that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant.

The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Do not send letters of transmittal or old notes to us.

Generally, an eligible institution must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the old notes are tendered:

• by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a firm which is:

• a member of a registered national securities exchange;

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• a member of the National Association of Securities Dealers, Inc.;

• a commercial bank or trust company having an office or correspondent in the United States; or

• another “eligible institution” within the meaning of Rule l7Ad-15 under the Securities Exchange Act.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding old notes, the original notes must be endorsed or accompanied by appropriate powers of attorney. The power of attorney must be signed by the registered holder exactly as the registered holder(s) name(s) appear(s) on the old notes and an eligible institution must guarantee the signature on the power of attorney.

If the letter of transmittal, or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

If you wish to tender old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should promptly instruct the registered holder to tender on your behalf. If you wish to tender on your behalf, you must, before completing the procedures for tendering old notes, either register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance of old notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of old notes not properly tendered or old notes our acceptance of which might, in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to any particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within the time period we determine. Neither we, the exchange agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your old notes.

By tendering, you will represent to us that:

• any new notes that the holder receives will be acquired in the ordinary course of its business;

• the holder has no arrangement or understanding with any person or entity to participate in the distribution of the new notes;

• if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the new notes;

• if the holder is a broker-dealer that will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus, as required by law, in connection with any resale of those new notes (see “Plan of Distribution”); and

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• the holder is not our “affiliate,” as defined in Rule 405 of the Securities Act, or, if the holder is our affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act

If any holder or any such other person is our “affiliate,” or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the new notes to be acquired in the exchange offer, then that holder or any such other person:

• may not rely on the applicable interpretations of the staff of the SEC;

• is not entitled and will not be permitted to tender old notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer who acquired its old notes as a result of market-making activities or other trading activities and thereafter receives new notes issued for its own account in the exchange offer, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

Any broker-dealer that acquired old notes directly from us may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and delivery requirements of the Securities Act (including being named as a selling securityholder) in connection with any resales of the old notes or the new notes.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction of all conditions to the exchange offer, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after acceptance of the old notes.

For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange when we have given oral or written notice of that acceptance to the exchange agent. For each old note accepted for exchange, you will receive a new note having a principal amount equal to that of the surrendered old note. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us.

In all cases, we will issue new notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

• certificates for your old notes or a timely confirmation of book-entry transfer of your old notes into the exchange agent’s account at DTC; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

If we do not accept any tendered old notes for any reason set forth in the terms of the exchange offer or if you submit old notes for a greater principal amount than you desire to exchange, then we will return the unaccepted or non-exchanged old notes without expense to you. In the case of old notes

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tendered by book-entry transfer into the exchange agent’s account at DTC under the book-entry procedures described below, we will credit the non-exchanged old notes to your account maintained with DTC.

Book-Entry Transfer

We understand that the exchange agent will make a request within two business days after the date of this prospectus to establish accounts for the old notes at DTC for the purpose of facilitating the exchange offer, and any financial institution that is a participant in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of old notes may be effected through book-entry transfer at DTC, the exchange agent must receive a properly completed and duly executed letter of transmittal with any required signature guarantees, or an agent’s message instead of a letter of transmittal, and all other required documents at its address listed below under “—Exchange Agent” on or before the expiration date, or if you comply with the guaranteed delivery procedures described below, within the time period provided under those procedures.

Guaranteed Delivery Procedures

If you wish to tender your old notes and your old notes are not immediately available, or you cannot deliver your old notes, the letter of transmittal or any other required documents or comply with DTC’s procedures for transfer before the expiration date, then you may participate in the exchange offer if:

• the tender is made through an eligible institution;

• before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing:

• the name and address of the holder and the principal amount of old notes tendered,

• a statement that the tender is being made thereby, and

• a guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates representing the old notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal as well as certificates representing all tendered old notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Withdrawal Rights

You may withdraw your tender of old notes at any time before the exchange offer expires.

For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at its address listed below under “—Exchange Agent.” The notice of withdrawal must:

• specify the name of the person who tendered the old notes to be withdrawn;

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• identify the old notes to be withdrawn, including the principal amount, or, in the case of old notes tendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC; and

• if certificates for old notes have been transmitted, specify the name in which those old notes are registered if different from that of the withdrawing holder.

If you have delivered or otherwise identified to the exchange agent the certificates for old notes, then, before the release of these certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible institution, unless the holder is an eligible institution.

We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. We will return any old notes that have been tendered but that are not exchanged for any reason to the holder, without cost, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC, the old notes will be credited to an account maintained with DTC for the old notes. You may retender properly withdrawn old notes by following one of the procedures described under “—Procedures for Tendering Old Notes” at any time on or before the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange new notes for, any old notes if:

• the exchange offer, or the making of any exchange by a holder of old notes, would violate any applicable law or applicable interpretation by the staff of the SEC; or

• any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our discretion in whole or in part at any time and from time to time. If we waive these conditions, then we intend to continue the exchange offer for at least five business days after the waiver. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of those rights, and those rights will be deemed ongoing rights which may be asserted at any time and from time to time.

Exchange Agent

BNY Midwest Trust Company is the exchange agent for the exchange offer. You should direct any questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery to the exchange agent addressed as follows:

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By Registered or Certified Mail,

Hand or Overnight Courier:

Bank of New York

Corporate Trust Department

Reorganization Unit

101 Barclay Street- 7E

New York, NY 10286

Attn:  Mr. Kin Lau

By Facsimile:

Bank of New York

Corporate Trust Department

Reorganization Unit

(212) 298-1915

Attn:  Mr. Kin Lau

Delivery of the letter of transmittal to an address other than as listed above or transmission via facsimile other than as listed above will not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

We will pay the expenses of the exchange offer. We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We are making the principal solicitation by mail; however, our officers and employees may make additional solicitations by facsimile transmission, e-mail, telephone or in person. You will not be charged a service fee for the exchange of your notes, but we may require you to pay any transfer or similar government taxes in certain circumstances.

Transfer Taxes

You will not be obligated to pay any transfer taxes, unless you instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder.

Accounting Treatment

We will record the new notes at the same carrying values as the old notes, which is the aggregate principal amount of the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss on the exchange of notes. We will amortize the expenses of the offer over the term of the new notes.

Consequences of Failure to Exchange Old Notes

If you are eligible to participate in the exchange offer but do not tender your old notes, you will not have any further registration rights, except in limited circumstances with respect to specific types of holders of old notes. Old notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legend on the old notes and in the offering memorandum dated June 24, 2003, relating to the old notes. Accordingly, you may resell the old notes that are not exchanged only:

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• to us;

• so long as the old notes are eligible for resale under Rule 144A under the Securities Act, to a person whom you reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;

• in accordance with another exemption from the registration requirements of the Securities Act; or

• under an effective registration statement under the Securities Act;

in each case in accordance with all other applicable securities laws. We do not intend to register the old notes under the Securities Act.

Old notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the indenture relating to the old notes and the new notes. Holders of the new notes and any old notes that remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

Resales of New Notes

Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that new notes issued under the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by any old note holder without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act if:

• the holder is not our “affiliate” within the meaning of Rule 405 under the Securities Act;

• the new notes are acquired in the ordinary course of the holder’s business; and

• the holder does not intend to participate in a distribution of the new notes.

Any holder who exchanges old notes in the exchange offer with the intention of participating in any manner in a distribution of the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

This prospectus may be used for an offer to resell, resale or other retransfer of new notes. With regard to broker-dealers, only broker-dealers that acquire the old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please see “Plan of Distribution” for more details regarding the transfer of new notes.

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SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth below is derived from our audited consolidated financial statements for each year in the five year period ended December 31, 2002 and our unaudited quarterly consolidated financial statements for the six months ended June 30, 2002 and 2003. The following consolidated financial data should be read in conjunction with the more detailed information contained in our consolidated financial statements and notes thereto incorporated by reference in this prospectus.

	Year Ended December 31,															Six Months Ended June 30,
	1998			1999			2000			2001			2002			2002			2003
	(dollars in millions)
Statement of Income Data:
Processing & services revenues	$	1,233.7		$	1,407.5		$	1,685.8		$	1,927.0		$	2,277.6		$	1,124.3		$	1,283.9
Customer reimbursements		—			—			243.4			262.2			291.2			141.5			162.2
Total revenues (1)		1,233.7			1,407.5			1,929.2			2,189.2			2,568.9			1,265.8			1,446.1
Cost of revenues:
Salaries, commissions and payroll related costs		573.2			677.2			807.6			936.2			1,090.3			539.2			601.1
Customer reimbursement expenses		—			—			243.4			262.2			291.2			141.5			162.2
Data processing costs and equipment rentals		119.2			111.2			132.5			148.5			165.3			80.8			104.0
Other operating expenses		228.6			246.5			282.6			340.9			437.9			215.4			244.7
Depreciation and amortization		103.0			119.5			148.8			147.7			141.1			68.1			77.4
Total cost of revenues		1,024.0			1,154.4			1,614.9			1,835.5			2,125.8			1,045.0			1,189.5
Operating income		209.6			253.1			314.3			353.7			443.0			220.9			256.7
Interest expense—net		(16.0	)		(19.4	)		(22.1	)		(12.1	)		(9.2	)		(4.9	)		(6.5	)
Realized gain from sale of investment		—			—			7.8			5.4			2.4			—			—
Income before income taxes		193.7			233.7			300.0			347.0			436.3			216.0			250.2
Income tax provision		79.4			95.8			123.0			138.8			170.2			84.2			97.6
Net income	$	114.3		$	137.9		$	177.0		$	208.2		$	266.1		$	131.8		$	152.6
Balance Sheet Data
Total assets	$	3,958.3		$	5,307.7		$	5,586.3		$	5,322.2		$	6,438.7		$	5,576.8		$	6,624.7
Long-term debt (2)		389.6			472.8			335.0			343.1			482.8			262.5			499.3
Shareholders’ equity		885.8			1,091.0			1,252.1			1,604.8			1,827.7			1,753.6			2,021.7
Net Income per Share
Basic	$	0.62		$	0.75		$	0.96		$	1.11		$	1.39		$	0.69		$	0.79
Diluted		0.60			0.73			0.93			1.09			1.37			0.67			0.78
Ratio of Earnings to Fixed Charges (3)		5.27	x		5.56	x		6.31	x		8.06	x		9.56	x		9.75	x		10.18	x

(1) Total revenues have been restated to reflect the impact of our adoption of Emerging Issues Task Force Issue No. 01-14, “Income Statement Characterization of Reimbursements Received for ‘Out of Pocket’ Expenses Incurred,” which requires that customer reimbursements received for direct costs paid to third parties and related expenses be characterized as revenues. Revenues and expenses for periods 1999 and prior were not restated as it was impracticable to obtain this information. The adoption of Emerging Issues Task Force Issue No. 01-14 did not impact our financial position, operating income or net income.

(2) Excludes short-term borrowings from our securities and trust processing subsidiaries that are collateralized by customer securities and investments. At June 30, 2003 such amount was $206.0 million.

(3) For purposes of computing the ratio of earnings to fixed charges, earnings before income taxes and fixed charges are divided by fixed charges. “Fixed charges” represent interest (whether expensed or capitalized), the amortization of debt discount and expenses and the estimated interest component of rent expense.

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DESCRIPTION OF THE NEW NOTES

The old notes were, and the new notes will be, issued as senior debt securities under an indenture between us and BNY Midwest Trust Company, as trustee. The old notes and the new notes will constitute a single series of senior debt securities under the indenture and therefore will vote together for purposes of determining whether holders of the requisite percentage in aggregate principal amount thereof have taken actions or exercised rights they are entitled to take or exercise under the indenture. We refer to the old notes and the new notes collectively as the notes.

The following is a summary of some provisions of the indenture and the notes. Because this section is a summary, it does not describe every aspect of the notes or the indenture. This summary is subject to, and qualified in its entirety by reference to, the actual provisions of the notes and the indenture, which are filed as exhibits to the registration statement of which this prospectus is a part and incorporated by reference into this prospectus. See “Where You Can Find More Information.”

General

The indenture limits the aggregate principal amount of notes to $150.0 million, subject to some exceptions specified in the indenture. All notes will be issued only in fully registered form without coupons in minimum denominations of $1,000 and any integral multiple of $1,000.

The notes will be senior unsecured obligations of ours and will rank equally with all of our other senior unsecured indebtedness. The notes will rank junior to our secured indebtedness to the extent of the collateral securing the same and will be structurally subordinated to the obligations and preferred equity of our subsidiaries. At June 30, 2003, we had outstanding approximately $491.3 million of senior unsecured indebtedness (approximately $478.4 million of which was long-term debt, including the old notes) and approximately $8.0 million of secured indebtedness.

The indenture does not contain any covenants or provisions that would afford the holders of the notes protection in the event of a highly leveraged or other transaction that is not in the best interests of noteholders, except to the limited extent described below under “—Covenants.”

Principal and Interest

The notes will mature on June 27, 2008, unless we redeem the notes prior to that date, as described below under “—Optional Redemption.” Interest on the notes will accrue at the rate of 3% per year and will be computed on the basis of a 360-day year of twelve 30-day months. We will pay interest on the notes semiannually in arrears on June 27 and December 27 of each year, beginning on December 27, 2003, to the registered holders of the notes on the preceding June 12 and December 12, respectively, whether or not a business day.

Any interest we do not punctually pay or duly provide for on any interest payment date with respect to the notes will cease to be payable to the holders of those notes on the applicable regular record date and may either be paid to the person in whose name those notes are registered at the close of business on a special record date for the payment of such interest to be fixed by the trustee, notice of which will be given to the holders of the notes not less than 10 calendar days prior to the special record date, or may be paid at any time in any other lawful manner, all as more completely described in the indenture.

The notes will be exchangeable, transfers of the notes will be registrable, and amounts due on the stated maturity date or earlier redemption date of the notes will be payable, at the corporate

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trust office of the trustee at 101 Barclay Street, New York, New York. We may make payment of interest on an interest payment date in respect of notes in certificated form by check mailed to the address of the person entitled to the payment as it appears in the security register or by transfer to an account maintained by the payee with a bank located in the United States. We will make payments of principal, premium, if any, and interest in respect of notes in book-entry form to DTC in immediately available funds, while disbursement of such payments to owners of beneficial interests in notes in book-entry form will be made in accordance with the procedures of DTC and its participants in effect from time to time.

Neither we nor the trustee will impose any service charge for any transfer or exchange of a note. However, we may ask you to pay any taxes or other governmental charges in connection with a transfer or exchange of notes.

If any interest payment date, stated maturity date or earlier redemption date falls on a day that is not a business day in The City of New York, we will make the required payment of principal, premium, if any, and/or interest on the next business day as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be, to the next business day.

Optional Redemption

We may redeem some or all of the notes prior to maturity at a price equal to the greater of:

• 100% of the aggregate principal amount of the notes being redeemed; or

• the sum of the present values of the remaining scheduled payments of principal and interest on the notes, not including unpaid interest accrued to the redemption date, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points, plus, in each case, unpaid interest on the notes being redeemed accrued to the redemption date.

We will, however, pay the interest installment due on any interest payment date that occurs on or before a redemption date to the holders of the notes as of the close of business on the applicable regular record date.

The term “treasury rate” means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

The term “comparable treasury issue” means the United States Treasury security or securities selected by an independent investment banker as having an actual or interpolated maturity comparable to the remaining term of the notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes.

The term “independent investment banker” means one of the reference treasury dealers appointed by the trustee after consultation with us.

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The term “comparable treasury price” means, with respect to any redemption date:

• the average of three reference treasury dealer quotations for the redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or

• if the trustee obtains fewer than four reference treasury dealer quotations, the average of all reference treasury dealer quotations for the redemption date so obtained.

The term “reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the comparable treasury issue, expressed in each case as a percentage of its principal amount, quoted in writing to the trustee by such reference treasury dealer at approximately 3:30 p.m., New York City time, on the third business day preceding such redemption date.

The term “reference treasury dealer” means each of Merrill Lynch Government Securities Inc., Banc One Capital Markets, Inc., Wachovia Securities, Inc., BNY Capital Markets, Inc. and U.S. Bancorp Piper Jaffray Inc. or their affiliates that are primary U.S. government securities dealers, and their respective successors. However, if any of these reference treasury dealers cease to be a primary U.S. government securities dealer in The City of New York, then we will substitute another primary U.S. government securities dealer.

We will give written notice of any redemption of notes to holders of the notes to be redeemed at their addresses, as shown in the security register for the notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the aggregate principal amount of the notes to be redeemed, the redemption date and the redemption price.

If we choose to redeem less than all of the notes, then we will notify the trustee at least 45 days before giving notice of redemption, or such shorter period as is satisfactory to the trustee, of the aggregate principal amount of notes to be redeemed and the redemption date. The trustee will select, in the manner it deems fair and appropriate, the notes to be redeemed in part. See also “—Global Notes and Book-Entry System” below.

If we have given notice as provided in the indenture and made funds irrevocably available for the redemption of the notes called for redemption on the redemption date referred to in that notice, then those notes will cease to bear interest on that redemption date and the only remaining right of the holders of those notes will be to receive payment of the redemption price.

The notes will not be subject to, or have the benefit of, a sinking fund.

Covenants

Merger, Consolidation and Sale of Assets

We have agreed not to consolidate or merge with or into any other person, permit any other person to consolidate with or merge into us or convey, transfer or lease all or substantially all of our properties and assets to any other person, unless:

• we are the surviving entity or our successor is a corporation organized and existing under the laws of the United States of America, any state or the District of Columbia;

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• our successor will expressly assume, by a supplemental indenture, the due and punctual payment of the principal of and any premium and interest on the outstanding notes and the performance and observance of every covenant in the indenture that we would otherwise have to perform or observe;

• immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of ours or any of our subsidiaries as a result of such transaction as having been incurred by us or any of our subsidiaries at the time of such transaction, there will not be any event of default or event which, after notice or lapse of time or both, would become an event of default;

• if, as a result of any such transaction, our property or assets would become subject to a lien which would not be permitted under “—Limitations on Liens,” we or our successor shall take those steps that are necessary to secure all outstanding notes and exchange notes equally and ratably with the indebtedness secured by that lien; and

• we will have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent to the consummation of the particular transaction under the indenture have been complied with.

Upon any consolidation or merger with or into any other person or any conveyance, transfer or lease of all or substantially all of our properties and assets to any other person, the successor person will succeed to, and be substituted for, us under the indenture, and we, except in the case of a lease, will be relieved of all obligations and covenants under the notes and the indenture to the extent we were the predecessor person.

Limitations on Liens

Neither we nor any of our subsidiaries (as defined below) may create or assume, except in our favor or in favor of one or more of our wholly-owned subsidiaries (as defined below), any mortgage, pledge, lien or encumbrance upon (1) any of the real property, fixtures, machinery and equipment relating to any facility owned by us or any of our subsidiaries except any facility that, in the opinion of our board of directors, is not of material importance to our business and the business of our subsidiaries taken as a whole (a “principal facility”), (2) any stock of any of our subsidiaries or (3) any indebtedness of any of our subsidiaries to us or any other subsidiary of ours, without equally and ratably securing all outstanding notes and exchange notes. This limitation will not apply to permitted encumbrances as described in the indenture, including:

(a) certain liens (i) on any principal facility acquired or constructed by us or any of our subsidiaries, or on which such principal facility is located, entered into within specified time limits, to secure or provide for the payment of any part of the purchase or construction price of such principal facility, (ii) existing on acquired property, (iii) existing on the property, shares of stock or indebtedness of a corporation at the time such corporation is acquired by us or (iv) any conditional sales agreement or other title retention agreement with respect to the construction or acquisition of any principal facility;

(b) liens extending, renewing, or refunding any lien permitted by clause (a) above;

(c) certain liens (i) for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith, and against which an adequate reserve has been established, (ii) on any principal facility created in connection with pledges or deposits to secure public or statutory obligations or to secure performance in connection with bids or contracts,

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(iii) in favor of materialmen, mechanics, carriers, workmen, repairmen or other similar liens on any principal facility created in connection with deposits to obtain the release of such liens, (iv) on any principal facility created in connection with deposits to secure surety, stay, appeal or customs bonds, (v) created by or resulting from any litigation or legal proceeding which is currently being contested in good faith, (vi) arising by operation of law, and (vii) certain other similar liens;

(d) liens in connection with any contracts for production, research or development with or for the government and liens on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by us or our subsidiaries primarily for the purpose of manufacturing or producing any product or performing any development work, directly or indirectly, for the government to secure indebtedness incurred and owing to the government for the construction, installation or purchase of such equipment, tools, machinery, land or buildings;

(e) liens created on any principal facility leased to or purchased by us or any of our subsidiaries securing directly or indirectly obligations issued in favor of any state or local government or governmental agency in connection with certain tax-exempt financings;

(f) liens to secure the cost of construction or improvement of any principal facility or property on which any principal facility is to be located entered into within specified time limits; and

(g) liens not otherwise permitted under this covenant if the sum of the indebtedness secured thereby plus the aggregate sales price of property involved in sale and leaseback transactions referred to in clause (1) under “—Limitations on Sale and Leaseback Transactions” below does not exceed 15% of our shareholders’ equity, determined on a consolidated basis in accordance with U.S. generally accepted accounting principles, as of the end of our most recently completed fiscal quarter for which financial information is then publicly available (“consolidated stockholders’ equity”).

The term “subsidiary” of any person means (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of such person (or a combination thereof), (ii) any partnership, limited liability company or similar pass-through entity the sole general partner or the managing general partner or managing member of which is such person or a subsidiary of such person and (iii) any partnership, limited liability company or similar pass-through entity the only general partners, managing members or persons, however designated in corresponding roles, of which are such person or one or more subsidiaries of such person (or any combination thereof).

The term “wholly-owned subsidiary” of any person means (i) any corporation, association or other business entity of which 100% of the total voting power of shares of capital stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of such person (or a combination thereof) and (ii) any partnership, limited liability company or similar pass-through entity the sole partners, members or persons, however designated in corresponding roles, of which are such person or one or more subsidiaries of such person (or any combination thereof).

Limitations on Sale and Leaseback Transactions

Neither we nor any of our subsidiaries may sell or transfer any principal facility owned on the date of the indenture with the intention of taking back a lease of the principal facility, other than a

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lease for a temporary period of not more than 36 months with the intent that the use of the property by us or any such subsidiary will be discontinued at or before the expiration of such period, unless:

• the sum of the aggregate sale price of property involved in sale and leaseback transactions not otherwise permitted under this covenant plus all indebtedness secured by mortgages, pledges, liens and encumbrances referred to in clause (g) under “— Limitations on Liens” above does not exceed 15% of consolidated stockholders’ equity; or

• the greater of such sale price or the fair market value of such principal facility, which may be conclusively determined by our board of directors, are applied within 180 days to the redemption of outstanding notes and exchange notes or to the optional retirement of other of our indebtedness for money borrowed, created, issued, incurred, assumed or guaranteed which, in accordance with U.S. generally accepted accounting principles, would be classified as long-term debt, but in any event including all indebtedness for money borrowed, whether secured or unsecured, maturing more than one year or extendible at the option of the obligor to a date more than one year, after the date of determination (excluding any amount included in current liabilities), ranking on a parity with the notes.

Events of Default

An “event of default” with respect to the notes occurs if:

• we fail to pay interest on any note when due and payable and that failure continues for 30 calendar days;

• we fail to pay the principal of, or premium, if any, on, any note at its maturity or when otherwise due;

• there is a default in the payment of any of our indebtedness or any indebtedness of any of our subsidiaries aggregating more than $25 million in principal amount, after giving effect to any applicable grace period, or in the performance of any other term or provision of any of our indebtedness or any indebtedness of our subsidiaries in excess of $25 million principal amount that results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration is not rescinded or annulled, or such indebtedness has not been discharged, within a period of 15 days after there has been given written notice specifying such default as provided in the indenture;

• we fail to perform any covenant in the indenture and that failure continues for 60 calendar days after we receive written notice as provided in the indenture; or

• certain actions are taken relating to our bankruptcy, insolvency or reorganization or the bankruptcy, insolvency or reorganization of any subsidiary of ours that qualifies as a “significant subsidiary” within the meaning of Rule 405 under the Securities Act.

If an event of default with respect to the notes occurs and continues, except for the bankruptcy, insolvency or reorganization actions referred to above, then the trustee or the holders of at least 25% in principal amount of the outstanding notes may require us to repay immediately the principal of, and any unpaid premium and interest on, all notes. The holders of a majority in principal amount of

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the outstanding notes may rescind and annul that acceleration if all events of default with respect to the notes, other than the nonpayment of accelerated principal, have been cured or waived as provided in the indenture. An event of default arising from the bankruptcy, insolvency or reorganization actions referred to above shall cause the principal of, and any unpaid premium and interest on, all notes to become immediately due and payable without any declaration or other act by the trustee, the holders of the notes or any other party.

Other than its duties in case of a default, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request or direction of any holder of notes, unless the holders offer reasonable indemnity to the trustee. If the holders offer reasonable indemnity to the trustee, then the holders of a majority in principal amount of the outstanding notes will have the right, subject to some limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.

No holder of any note will have any right to institute any proceeding with respect to the indenture or for any remedy under the indenture unless:

• the holder has previously given to the trustee written notice of a continuing event of default;

• the holders of at least 25% in principal amount of the outstanding notes have made a written request, and offered reasonable indemnity, to the trustee to institute a proceeding as trustee;

• the trustee has failed to institute the requested proceeding within 60 calendar days after receipt of such notice; and

• the trustee has not received from the holders of a majority in principal amount of the outstanding notes a direction inconsistent with the request during that 60-day period.

However, the holder of each note will have the absolute and unconditional right to receive payment of the principal of, and premium, if any, and interest on, such note as expressed therein, and to institute suit for the enforcement of any such payment.

We are required to furnish to the trustee annually within 120 days after the end of our fiscal year a statement as to the absence of some defaults under the indenture. Within 30 days after the occurrence of an event of default the trustee shall give notice of such event of default or of any event which, after notice or lapse of time or both, would become an event of default, known to it, to the holders of the notes, except that, in the case of a default other than a payment default, the trustee may withhold notice if the trustee determines that withholding notice is in the interest of the holders.

Modification, Amendment and Waiver

We, together with the trustee, may modify and amend the indenture and the terms of the notes with the consent of the holders of a majority in principal amount of the outstanding notes, provided that no modification or amendment may, without the consent of the holder of each outstanding note:

• change the stated maturity of the principal of, or any installment of interest on, any note;

• reduce the principal of, or rate of interest on, any note;

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• reduce any amount payable upon the redemption of any note;

• change any place of payment where, or the currency in which, any principal of, or premium, if any, or interest on, any note is payable;

• impair the right to institute suit for the enforcement of any payment on or with respect to any note on or after the stated maturity or redemption date; or

• reduce the percentage in principal amount of outstanding notes the consent of whose holders is required for modification or amendment of the indenture, for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults.

The holders of a majority in principal amount of the outstanding notes may, on behalf of the holders of all notes, waive any past default under the indenture and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any notes or in respect of a covenant or provision that under the indenture cannot be modified or amended without the consent of the holder of each outstanding note. In addition, the holders of a majority in principal amount of the outstanding notes may, on behalf of the holders of all notes, waive compliance with our covenants described above under “—Covenants—Limitations on Liens” and “—Covenants—Limitations on Sale and Leaseback Transactions.”

In addition, we, together with the trustee, may modify and amend the indenture and the terms of the notes without seeking the consent of holders of the notes to:

• allow our successor to assume our obligations under the indenture and the notes pursuant to the provisions described above under the heading “—Covenants—Merger, Consolidation and Sale of Assets”;

• add to our covenants for the benefit of the holders of the notes or surrender any right or power we have under the indenture;

• add any additional events of default;

• secure the notes;

• provide for a successor trustee with respect to the notes;

• cure any ambiguity or correct or supplement any provision in the indenture that may be inconsistent with any other provision;

• to modify the legends regarding restrictions on transferability on the notes, which modifications may not adversely affect the interests of the holders of any notes or owners of beneficial interests in notes; or

• make any other amendment or supplement to the indenture as long as that amendment or supplement does not adversely affect the interests of the holders of any notes in any material respect.

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Defeasance and Covenant Defeasance

If we deposit with the trustee sufficient cash and/or U.S. government securities to pay the principal of, and premium, if any, and interest on, the notes on the scheduled due dates therefor, then at our option:

• we will be discharged from our obligations with respect to the notes (“defeasance”), or

• we will no longer be under any obligation to comply with the covenants described above under “Covenants—Limitations on Liens” and “—Covenants—Limitations on Sale and Leaseback Transactions” (“covenant defeasance”), and events of default relating to those covenants will no longer apply to us.

We must deliver to the trustee an opinion of counsel to the effect that the deposit and related defeasance or covenant defeasance, as applicable, will not cause the holders of the notes to recognize income, gain or loss for United States federal income tax purposes, which, in the case of defeasance, is based on a change in law after the date of this prospectus.

Upon any defeasance or covenant defeasance, the holders of the notes will not be entitled to the benefits of the indenture, except for registration of transfer and exchange of notes and replacement of lost, stolen or mutilated notes. After that time, holders may look only to those deposited assets for payment in respect of the notes.

Governing Law

The notes and the indenture will be governed by, and construed in accordance with, the laws of the State of New York.

Global Notes and Book-Entry System

Notes will be held in book-entry form, will be represented by one or more permanent global certificates in fully registered form without interest coupons (“global notes”) and will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co. or another nominee designated by DTC, except to the extent specified below under “—Exchanges of Global Notes for Certificated Notes.”

Exchanges of Global Notes for Certificated Notes

We will issue notes in certificated form (“certificated notes”) to DTC for owners of beneficial interests in a global note if:

• DTC notifies us that it is unwilling, unable or ineligible to continue as depositary and we are unable to locate a qualified successor within 90 days or if at any time DTC, or any successor depositary, ceases to be a “clearing agency” under the Exchange Act;

• an event of default relating to the notes occurs; or

• we decide in our sole discretion to terminate the use of the book-entry system for the notes through DTC.

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Unless we otherwise determine in accordance with applicable law, certificated notes will be issued upon exchange of beneficial interests in a global note only in a minimum authorized denomination and upon compliance with all applicable transfer restrictions and procedures set forth in the indenture.

The Depository Trust Company

DTC has advised us as follows:

• DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“direct participants”) deposit with DTC. DTC also facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others like securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly (“indirect participants”). The rules applicable to DTC and its direct participants and indirect participants are on file with the SEC.

• Purchases of global notes under the DTC system must be made by or through direct participants, which will receive a credit for the global notes on DTC’s records. The beneficial interest of each actual purchaser of each global note (“beneficial owners”) is in turn to be recorded on the records of the direct participant and indirect participant. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct participant or indirect participant through which the particular beneficial owner entered into the transaction. Transfers of ownership interests in the global notes are to be accomplished by entries made on the books of direct participants and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in global notes, except under the circumstances described above under “—Exchanges of Global Notes for Certificated Notes.”

• To facilitate subsequent transfers, all global notes deposited by direct participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or any other name as may be requested by an authorized representative of DTC. The deposit of global notes with DTC and their registration in the name of Cede & Co. or any other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the Global Notes; DTC’s records reflect only the identity of the direct participants to whose accounts those global notes are credited, which may or may not be the beneficial owners. The direct participants and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

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• Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

• Redemption notices will be sent to Cede & Co. If less than the entire aggregate principal amount of the notes is to be redeemed, we believe that DTC’s current practice is to determine by lot the interests of the direct participants to be redeemed.

• Neither DTC nor Cede & Co. or any other nominee of DTC will consent or vote with respect to the global notes. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts the global notes are credited on the record date identified in a listing attached to the Omnibus Proxy.

• We will make principal, premium, if any, and interest payments in respect of the global notes to Cede & Co. or any other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from us or the trustee on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by direct participants and indirect participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those direct participants and indirect participants and not that of DTC, the trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Principal, premium, if any, and interest payments in respect of the global notes to Cede & Co. or other nominee requested by an authorized representative of DTC is our responsibility, disbursement of these payments to direct participants will be the responsibility of DTC and disbursement of these payments to the beneficial owners will be the responsibility of direct participants and indirect participants.

• DTC may discontinue providing its services as securities depository with respect to the global notes at any time by giving reasonable notice to us or the trustee. Under these circumstances, in the event that a successor securities depository is not obtained, certificated notes are required to be printed and delivered to DTC.

• We may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository. In that event, certificated notes will be printed and delivered to DTC.

• The laws of some states require that certain persons take physical delivery of securities in certificated form. Consequently, the ability to transfer beneficial interests in a global note to those persons may be limited. In addition, because DTC can act only on behalf of direct participants, which, in turn, can only act on behalf of indirect participants and certain banks, the ability of a person having a beneficial interest in a global note to pledge that interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of that interest, may be affected by the lack of a physical certificate evidencing that interest.

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UNITED STATES FEDERAL TAX CONSIDERATIONS

This summary is of a general nature and is included herein solely for informational purposes. It is not intended to be, nor should it be construed as being, legal or tax advice. No representation with respect to the consequences to any particular participant in the exchange offer is made. Prospective participants in the exchange offer should consult their own tax advisors with respect to their particular circumstances.

The following is a summary of material United States federal income tax consequences of the exchange offer to holders of the old notes. The discussion does not consider the aspects of the ownership and disposition of the old notes or the new notes. A discussion of the U.S. federal income tax consequences of holding and disposing of the notes is contained in the offering memorandum with respect to the old notes.

The following summary deals only with old notes held as capital assets by persons who are United States holders and not with special classes of holders, such as dealers in securities or currencies, financial institutions, partnerships or other entities treated as partnerships for United States federal income tax purposes, life insurance companies, tax-exempt entities, persons holding notes as part of a hedge, conversion, constructive sale transaction, straddle or other risk reduction strategy, and persons whose functional currency is not the U.S. dollar. Persons considering exchanging old notes for new notes should consult their own tax advisors concerning these matters and as to the tax treatment under foreign, state and local tax laws and regulations. We cannot provide any assurance that the Internal Revenue Service will not challenge the conclusions stated below. We have not sought and will not seek a ruling from the IRS on any of the matters discussed below.

This summary is based upon the Internal Revenue Code of 1986, Treasury Regulations, IRS rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Changes in this area of law may be applied retroactively in a manner that could cause the income tax consequences to vary substantially from the consequences described below, possibly adversely affecting a United States holder. The authorities on which this discussion is based are subject to various interpretations, and it is therefore possible that the federal income tax treatment of the exchange of old notes for new notes may differ from the treatment described below.

The exchange of old notes for the new notes under the terms of the exchange offer should not constitute a taxable exchange. As a result:

• A holder should not recognize taxable gain or loss as a result of exchanging old notes for the new notes under the terms of the exchange offer;

• The holder’s holding period of the new notes should include the holding period of the old notes exchanged for the new notes; and

• A holder’s adjusted tax basis in the new notes should be the same as the adjusted tax basis, immediately before the exchange, of the old notes exchanged for the new notes.

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PLAN OF DISTRIBUTION

If you are a broker-dealer and hold old notes for your own account as a result of market-making activities or other trading activities and you receive new notes in exchange for old notes in the exchange offer, then you may be a statutory underwriter and must acknowledge that you will deliver a prospectus in connection with any resale of these new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. Unless you are a broker-dealer, you must acknowledge that you are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution of new notes. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds in connection with the exchange offer or any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealers or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker-dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “The Exchange Offer—Resales of the New Notes.”

LEGAL MATTERS

The validity of the new notes will be passed upon by Foley & Lardner.

EXPERTS

The financial statements and the related financial statement schedules incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference (which reports express an unqualified opinion and include an explanatory paragraph as to the adoption in 2002 of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”), and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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FISERV, INC.

Offer to Exchange

New 3% Notes due 2008

$100,000,000 Principal Amount

for

All Outstanding

3% Notes due 2008

$100,000,000 Principal Amount Outstanding

PROSPECTUS

                                    , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers.

Pursuant to the provisions of the Wisconsin Business Corporation Law, directors and officers of the Registrant are entitled to mandatory indemnification from the Registrant against certain liabilities (which may include liabilities under the Securities Act of 1933) and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding; and (ii) in proceedings in which the director or officer is not successful in defense thereof, unless it is determined that the director or officer breached or failed to perform his or her duties to the Registrant and such breach or failure constituted: (a) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of criminal law unless the director or officer had a reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. Additionally, under the Wisconsin Business Corporation Law, directors of the Registrant are not subject to personal liability to the Registrant, its shareholders or any person asserting rights on behalf thereof, for certain breaches or failures to perform any duty resulting solely from their status as directors, except in circumstances paralleling those outlined in (a) through (d) above.

The Registrant’s By-laws provided for indemnification and advancement of expenses of officers and directors to the fullest extent provided by the Wisconsin Business Corporation Law.

The indemnification provided by the Wisconsin Business Corporation Law and the Registrant’s By-laws is not exclusive of any other rights to which a director or officer of the Registrant may be entitled.

Item 21.     Exhibits and Financial Statement Schedules.

(a) Exhibits. The exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated) as part of this Registration Statement.

(b) Financial Statement Schedules. Schedule II – Valuation and Qualifying Accounts is hereby incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 0-14948). All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the consolidated financial statements or in the notes thereto.

(c) Reports, Opinions or Appraisals. Not applicable.

Item 22.     Undertakings

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of a Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

(e) The Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brookfield, State of Wisconsin, on the 8th day of August, 2003.

FISERV, INC.
By:	/s/ Kenneth R. Jensen
	Kenneth R. Jensen Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
* Leslie M. Muma	President and Chief Executive Officer and Director (Principal Executive Officer)	August 8, 2003
* Kenneth R. Jensen	Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary and Director (Principal Financial and Accounting Officer)	August 8, 2003
* Donald F. Dillon	Chairman of the Board and Director	August 8, 2003
* Daniel P. Kearney	Director	August 8, 2003
* Gerald J. Levy	Director	August 8, 2003
* Glenn M. Renwick	Director	August 8, 2003
* L. William Seidman	Director	August 8, 2003
* Thekla R. Shackelford	Director	August 8, 2003
* Thomas C. Wertheimer	Director	August 8, 2003

*By:	/s/ Kenneth R. Jensen
	(Kenneth R. Jensen, individually and as attorney-in-fact for the persons indicated)

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EXHIBIT INDEX

Exhibit Number	Description
(4.1)	Indenture, dated as of June 27, 2003, between Fiserv, Inc., as Issuer, and BNY Midwest Trust Company, as Trustee.
(4.2)	Form of New 3% Notes due 2008.
(4.3)	Registration Rights Agreement, dated as of June 27, 2003, by and among Fiserv, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other Initial Purchasers referred to therein.
	Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Company agrees to furnish to the Securities and Exchange Commission, upon request, any instrument defining the rights of holders of long-term debt not being registered that is not filed as an exhibit to this Registration Statement on Form S-4.
(5.1)	Opinion of Foley & Lardner (including consent of counsel).
(12.1)	Calculation of ratio of earnings to fixed charges.
(23.1)	Consent of Deloitte & Touche LLP.
(23.2)	Consent of Foley & Lardner (included in Exhibit 5.1 hereto).
(23.3)	Consent of American Appraisal Associates, Inc.
(24)	Powers of Attorney.
(25)	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1933 of BNY Midwest Trust Company.
(99.1)	Form of Letter of Transmittal.
(99.2)	Form of Notice of Guaranteed Delivery.
(99.3)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Form W-9.
(99.4)	Form of Letter to Clients.
(99.5)	Form of Instruction to Registered Holder and/or DTC Participant from Beneficial Owners.
(99.6)	Form of Letter to Nominees.

E-1

EX-4.1

                                                                  EXECUTION COPY

                                                                     EXHIBIT 4.1

                                    INDENTURE

                                   ----------

                            Dated as of June 27, 2003

                                     between

                            FISERV, INC., as Issuer,

                                       and

                      BNY MIDWEST TRUST COMPANY, as Trustee

                                   ----------

                                3% Notes due 2008



                         RECONCILIATION AND TIE BETWEEN
                         THE TRUST INDENTURE ACT OF 1939
                                AND THE INDENTURE

             TRUST INDENTURE ACT SECTION              INDENTURE SECTION

Section 310  (a)(1).....................................     6.08
             (a)(2).....................................     6.08
             (b)........................................     6.08
Section 311  (b)(4).....................................     6.12
             (b)(6).....................................     6.12
Section 312  (a)........................................     7.01
             (b)........................................     7.02
             (c)........................................     7.02
Section 313  (a)........................................     7.03
             (b)(2).....................................     7.03
             (c)........................................     7.03
             (d)........................................     7.03
Section 314  (a)........................................     7.04
             (c)(1).....................................     1.02
             (c)(2).....................................     1.02
             (e)........................................     1.02
Section 315  (a)........................................     6.01(a)
             (b)........................................     6.02
             (c)........................................     6.01(b)
             (d)........................................     6.01(c)
             (e)........................................     5.15
Section 316  (a)(last sentence).........................     1.01
             (a)(1)(A)..................................     5.12
             (a)(1)(B)..................................     5.13
             (b)........................................     5.08
Section 317  (a)(1).....................................     5.03
             (a)(2).....................................     5.04
             (b)........................................    10.03
Section 318  (a)........................................     1.07

- ----------
     This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

                                        i



                                TABLE OF CONTENTS



                                                                                                  PAGE
                                                                                                  ----
                                                                                             
                                                       ARTICLE 1
                                Definitions and Other Provisions of General Application

Section 1.01.     Definitions.......................................................................1
Section 1.02.     Compliance Certificates and Opinions..............................................9
Section 1.03.     Form of Documents Delivered to Trustee...........................................10
Section 1.04.     Acts of Holders..................................................................10
Section 1.05.     Notices, Etc. to Trustee and the Company.........................................12
Section 1.06.     Notice to Holders; Waiver........................................................12
Section 1.07.     Conflict with Trust Indenture Act................................................12
Section 1.08.     Effect of Headings and Table of Contents.........................................12
Section 1.09.     Successors and Assigns...........................................................13
Section 1.10.     Separability Clause..............................................................13
Section 1.11.     Benefits of Indenture............................................................13
Section 1.12.     Governing Law....................................................................13
Section 1.13.     Legal Holidays...................................................................13
Section 1.14.     No Recourse Against Others.......................................................13
Section 1.15.     Counterparts.....................................................................13
Section 1.16.     No Security Interest Created.....................................................13

                                                       ARTICLE 2
                                                      Note Forms

Section 2.01.     Forms Generally..................................................................13
Section 2.02.     Form of Trustee's Certificate of Authentication..................................14
Section 2.03.     Certificated Note Form...........................................................14

                                                       ARTICLE 3
                                                       The Notes

Section 3.01.     Issue Amount.....................................................................15
Section 3.02.     Denominations....................................................................16
Section 3.03.     Execution, Authentication, Delivery and Dating...................................16
Section 3.04.     Temporary Notes..................................................................17
Section 3.05.     Registration, Transfer and Exchange..............................................17
Section 3.06.     Special Transfer and Exchange Provisions.........................................19
Section 3.07.     Mutilated, Destroyed, Lost and Stolen Notes......................................20
Section 3.08.     Payment of Interest; Interest Rights Preserved...................................21
Section 3.09.     Persons Deemed Owners............................................................22
Section 3.10.     Cancellation.....................................................................22
Section 3.11.     Computation of Interest..........................................................22
Section 3.12.     CUSIP Numbers....................................................................22


                                       ii



                                                                                             
                                                       ARTICLE 4
                                              Satisfaction and Discharge

Section 4.01.     Satisfaction and Discharge of Indenture..........................................23
Section 4.02.     Application of Trust Money.......................................................24

                                                       ARTICLE 5
                                                       Remedies

Section 5.01.     Events of Default................................................................24
Section 5.02.     Acceleration of Maturity; Rescission and Annulment...............................25
Section 5.03.     Collection of Indebtedness and Suits for Enforcement by Trustee..................26
Section 5.04.     Trustee May File Proofs of Claim.................................................27
Section 5.05.     Trustee May Enforce Claims Without Possession of Notes...........................27
Section 5.06.     Application of Money Collected...................................................28
Section 5.07.     Limitation on Suits..............................................................28
Section 5.08.     Unconditional Right of Holders to Receive Principal and Interest.................28
Section 5.09.     Restoration of Rights and Remedies...............................................29
Section 5.10.     Rights and Remedies Cumulative...................................................29
Section 5.11.     Delay or Omission Not Waiver.....................................................29
Section 5.12.     Control by Holders...............................................................29
Section 5.13.     Waiver of Past Defaults..........................................................30
Section 5.14.     Undertaking for Costs............................................................30
Section 5.15.     Waiver of Stay or Extension Laws.................................................30

                                                       ARTICLE 6
                                                      The Trustee

Section 6.01.     Certain Duties and Responsibilities..............................................31
Section 6.02.     Notice of Defaults...............................................................32
Section 6.03.     Certain Rights of Trustee........................................................32
Section 6.04.     Not Responsible for Recitals or Issuance of Notes................................33
Section 6.05.     May Hold Notes...................................................................33
Section 6.06.     Money Held in Trust..............................................................33
Section 6.07.     Compensation and Reimbursement...................................................33
Section 6.08.     Corporate Trustee Required; Eligibility..........................................34
Section 6.09.     Resignation and Removal; Appointment of Successor................................34
Section 6.10.     Acceptance of Appointment by Successor...........................................36
Section 6.11.     Merger, Conversion, Consolidation or Succession to Business......................37
Section 6.12.     Preferential Claims..............................................................37
Section 6.13.     Appointment of Authenticating Agent..............................................38



                                       iii



                                                                                             
                                                       ARTICLE 7
                                   Holders' Lists and Reports by Trustee and Company

Section 7.01.     Company to Furnish Trustee Names and Addresses of Holders........................39
Section 7.02.     Preservation of Information; Communications to Holders...........................40
Section 7.03.     Reports by Trustee...............................................................41
Section 7.04.     Reports by Company...............................................................41

                                                       ARTICLE 8
                                 Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.01.     Company May Consolidate, Etc. on Certain Terms...................................42
Section 8.02.     Successor Corporation Substituted................................................43

                                                       ARTICLE 9
                                                Supplemental Indentures

Section 9.01.     Supplemental Indentures Without Consent of Holders...............................43
Section 9.02.     Supplemental Indentures with Consent of Holders..................................44
Section 9.03.     Execution of Supplemental Indentures.............................................44
Section 9.04.     Effect of Supplemental Indentures................................................45
Section 9.05.     Conformity with Trust Indenture Act..............................................45
Section 9.06.     Reference in Notes to Supplemental Indentures....................................45

                                                      ARTICLE 10
                                                       Covenants

Section 10.01.    Payment of Principal, Premium and Interest.......................................45
Section 10.02.    Maintenance of Office or Agency..................................................45
Section 10.03.    Money for Note Payments to be Held in Trust......................................46
Section 10.04.    Statement by Officers as to Default..............................................47
Section 10.05.    Existence........................................................................47
Section 10.06.    Maintenance of Properties........................................................47
Section 10.07.    Payment of Taxes and Other Claims................................................48
Section 10.08.    Limitations on Liens.............................................................48
Section 10.09.    Limitations on Sale and Leaseback Transactions...................................50
Section 10.10.    Waiver of Certain Covenants......................................................51



                                       iv



                                                                                             
                                                      ARTICLE 11
                                                  Redemption of Notes

Section 11.01.    Terms............................................................................51
Section 11.02.    Election to Redeem; Notice to Trustee............................................52
Section 11.03.    Selection by Trustee of Notes to be Redeemed.....................................52
Section 11.04.    Notice of Redemption.............................................................52
Section 11.05.    Deposit of Redemption Price......................................................53
Section 11.06.    Notes Payable on Redemption Date.................................................53
Section 11.07.    Notes Redeemed In Part...........................................................53

                                                      ARTICLE 12
                                          Defeasance and Covenant Defeasance

Section 12.01.    Company's Option to Effect Defeasance or Covenant Defeasance.....................54
Section 12.02.    Defeasance and Discharge.........................................................54
Section 12.03.    Covenant Defeasance..............................................................54
Section 12.04.    Conditions to Defeasance or Covenant Defeasance..................................55
Section 12.05.    Deposited Money and Government Obligations to be Held in Trust; Other
                  Miscellaneous Provisions. .......................................................56

EXHIBIT A - Form of Note..........................................................................A-1



                                        v



                                                                  EXECUTION COPY

                                    INDENTURE

         INDENTURE, dated as of June 27, 2003, between Fiserv, Inc., a Wisconsin
corporation, and BNY Midwest Trust Company, an Illinois trust company, as
trustee.

                                    RECITALS

         WHEREAS, the Company (as herein defined) has duly authorized the
execution and delivery of this Indenture to provide, among other things, for the
issuance, execution, authentication, delivery and administration of $100,000,000
initial aggregate principal amount of its 3% Notes due 2008;

         WHEREAS, all things necessary to make the Notes (as herein defined),
when executed and delivered by the Company and authenticated by the Trustee or
an Authenticating Agent and delivered as provided in this Indenture, the valid
and legally binding obligations of the Company, and this Indenture a valid and
legally binding agreement of the Company, according to their respective terms,
have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
by the Holders (as herein defined) thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes, as
follows:

                                    ARTICLE 1

             Definitions and Other Provisions of General Application

         Section 1.01.  Definitions. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

                 (i)    the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                 (ii)   all other terms used herein which are defined in the
         Trust Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                 (iii)  all accounting terms not otherwise defined herein have
         the meanings assigned to them in accordance with generally accepted
         accounting principles and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted in the United
         States of America as of the date of such computation;

                 (iv)   the words "herein," "hereof," "hereto" and "hereunder"
         and other words of similar import refer to this Indenture as a whole
         and not to any particular Article, Section or other subdivision; and



                 (v)    the word "or" is always used inclusively.

                 Certain terms used principally in certain Articles hereof are
         defined in those Articles.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, the
term "control", when used with respect to any specified Person, means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.13 to act on behalf of the Trustee to authenticate the
Notes.

         "Board of Directors" means the board of directors of the Company or any
duly authorized committee of the board of directors of the Company.

         "Board Resolution" means a copy of one or more resolutions certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee.

         "Business Day" means any day other than Saturday, Sunday or other day
on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to close.

         "Certificated Note" means a Note in certificated form registered in the
name of a Person other than the Depositary or its nominee.

         "Closing Date" means June 27, 2003.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Company" means Fiserv, Inc. or any successor or other obligor
permitted under this Indenture.

         "Company Request" or "Company Order" means a written request or order,
as the case may be, signed in the name of the Company by the Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer,
Secretary or any Vice President of the Company, and delivered to the Trustee.

         "Comparable Treasury Issue" means the United States Treasury security
or securities selected by the Independent Investment Banker as having an actual
or interpolated maturity

                                        2



comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of three Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest of those Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer then four
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations for such Redemption Date so obtained.

         "Consolidated Stockholders' Equity" means the total stockholders'
equity of the Company and its subsidiaries, determined on a consolidated basis
in accordance with generally accepted accounting principles, as of the end of
the most recently completed fiscal quarter of the Company for which financial
information is filed with the Commission under the Exchange Act.

"Corporate Trust Office" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which office at the date of original execution of this
Indenture is located at 2 North LaSalle Street, Suite 1020 Chicago, Illinois
60602.

         "Corporation" means corporations and limited liability companies and,
except for purposes of Article Eight, associations, companies and business
trusts.

         "CUSIP Number" means the alphanumeric designation assigned to a Note by
Standard & Poor's CUSIP Service Bureau.

         "Custodian" means BNY Midwest Trust Company, as custodian of the Global
Notes for DTC under a custody agreement or any similar successor agreement.

         "DTC" means The Depository Trust Company, or any successor thereto.

         "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

         "Defaulted Interest" has the meaning specified in Section 3.08.

         "Depositary" means, with respect to the Global Notes, DTC or such other
Person as shall be designated as Depositary by the Company pursuant to Section
2.03(b).

         "Dollars" means a dollar or other equivalent unit of legal tender for
payment of debts in the United States of America.

         "Event of Default" has the meaning specified in Section 5.01.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Notes" means the senior debt securities of the Company to be
offered to Holders of Notes in exchange for the Original Notes pursuant to the
Exchange Offer containing

                                        3



terms identical in all material respects to the Original Notes for which they
are exchanged, except that (i) interest on the Exchange Notes shall accrue from
the last date on which interest was paid or duly made available for payment on
the Original Notes or, if no such interest has been paid or duly made available
for payment, from the date of original issuance of the Original Notes and (ii)
the Exchange Notes will not contain terms with respect to transfer restrictions
or the obligation to pay additional interest upon the occurrence of a
Registration Default.

         "Exchange Offer" means the offer by the Company to issue Exchange Notes
in exchange for the Original Notes pursuant to the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" means a registration statement
of the Company under the Securities Act registering the offer of the Exchange
Notes in exchange for the Original Notes pursuant to the Exchange Offer.

         "Funded Debt" of any Person means any indebtedness for money borrowed,
created, issued, incurred, assumed or guaranteed by such Person which, in
accordance with generally accepted accounting principles, would be classified as
long-term debt of such Person, but in any event including all indebtedness for
money borrowed of such Person, whether secured or unsecured, maturing more than
one year or extendible at the option of the obligor to a date more than one
year, after the date of determination thereof (excluding any amount thereof
included in current liabilities of such Person).

         "Global Note" means a Note bearing the applicable legend specified in
Section 2.03(a) evidencing all or part of the Notes and registered in the name
of such Depositary or nominee.

         "Government Obligations" means securities which are (x) direct, full
faith and credit obligations of the United States of America or (y) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, in each case where the payment
or payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America and which are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank as custodian with respect to any such
Government Obligation or a specific payment of principal of or interest on any
such Government Obligation held by such custodian for the account of the holder
of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect to the Government Obligation or the specific payment of principal of or
interest on the Government Obligation evidenced by such depository receipt.

         "Holder" means the Person in whose name a Note is registered in the
Register.

         "Indebtedness" of any Person means (1) any liability of such Person (a)
for borrowed money, (b) evidenced by a bond, note, debenture or similar
instrument, (c) for the payment of money relating to a lease that is required to
be classified as a capitalized lease obligation of such Person in accordance
with generally accepted accounting principles, (d) preferred or preference stock
of a Subsidiary of such Person held by one or more Persons other than such
Person or a Subsidiary of such Person, or (e) with respect to letters of credit,
bankers' acceptances or similar

                                        4



facilities issued for the account of such Person, (2) any liability of others
described in the preceding clause (1) that such Person has guaranteed, that is
recourse to such Person or that is otherwise its legal liability and (3) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (1) and (2) above.

         "Indenture" means this agreement as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
the Notes established as contemplated by Section 3.01.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.

         "Interest Payment Date" means, with respect to any Note, the Stated
Maturity of an installment of interest on such Note.

         "Lien" means, with respect to any properties or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, security interest, lien,
encumbrance or other security arrangement of any kind or nature whatsoever on or
with respect to such properties or assets (including any conditional sale or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

         "Maturity" means, with respect to any Note, the date on which the
principal of such Note, or an installment of principal, becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, notice of redemption or otherwise and includes any Redemption
Date.

         "Notes" means the 3% Notes due 2008 of the Company and includes the
Original Notes, the Exchange Notes and the Private Exchange Notes.

         "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer or any Vice President of the Company, and
attested by the Secretary or any Assistant Secretary of the Company, and
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or of counsel for the Company.

         "Original Notes" means all Notes other than Exchange Notes and the
Private Exchange Notes.

         "Outstanding," when used with respect to the Notes, means, as of the
date of determination, all the Notes theretofore authenticated and delivered
under this Indenture, except:

                 (i)    Notes theretofore canceled by the Trustee or delivered
         to the Trustee for cancellation;

                                        5



                 (ii)   Notes for whose payment at the Maturity thereof money in
         the necessary amount has been theretofore deposited with the Trustee or
         any Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Notes; provided that, if such
         Notes are to be redeemed, notice of such redemption has been duly given
         pursuant to this Indenture or provision therefor satisfactory to the
         Trustee has been made;

                 (iii)  Notes with respect to which the Company has
         effected defeasance, except to the extent specified in Article 12; and

                 (iv)   Notes which have been paid pursuant to Section 3.07 or
         in exchange for or in lieu of which other Notes have been authenticated
         and delivered pursuant to this Indenture, unless there shall have been
         presented to the Trustee proof satisfactory to it that such Notes are
         held by a bona fide purchaser in whose hands such Notes are valid and
         legally binding obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor thereunder or any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes which a Responsible Officer of the Trustee knows to be so owned shall be
so disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor or any Affiliate of the Company
or such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of or premium, if any, or interest on any Notes on behalf of the
Company.

         "Person" means any individual, Corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Place of Payment" means, with respect to the Notes, the place where
amounts due at Maturity of the Notes are payable as provided in or pursuant to
this Indenture or the Notes.

         "Principal Facility" means any of the real property, fixtures,
machinery and equipment relating to any facility owned by the Company or any
Subsidiary of the Company except for any facility that, in the opinion of the
Board of Directors, is not of material importance to the business conducted by
the Company and its Subsidiaries taken as a whole.

         "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.07 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

                                        6



         "Private Exchange Notes" has the meaning specified in the Registration
Rights Agreement.

         "qualified institutional buyer" or "QIB" has the meaning specified in
Section 2.03(a).

         "Redemption Date" means, with respect to any Note or portion thereof to
be redeemed, the date fixed for such redemption by or pursuant to this Indenture
or such Note.

         "Redemption Price" means, with respect to any Note or portion thereof
to be redeemed, the price at which such Note or portion is to be redeemed
pursuant to this Indenture or such Note.

         "Reference Treasury Dealer" means each of Merrill Lynch Government
Securities Inc., Banc One Capital Markets, Inc., Wachovia Securities, Inc., BNY
Capital Markets, Inc. and U.S. Bancorp Piper Jaffray Inc. or their Affiliates
which are primary U.S. Government securities dealers, and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in The City of New York (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer.

         "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at approximately 3:30
p.m. (New York City time) on the third Business Day preceding such Redemption
Date.

         "Register" and "Note Registrar" have the respective meanings specified
in Section 3.05.

         "Registration" means the registration of the Exchange Offer for the
Original Notes by the Company pursuant to the Exchange Offer Registration
Statement or other registration for resale of the Registrable Notes under the
Securities Act pursuant to a Shelf Registration Statement, in each case in
accordance with the terms of the Registration Rights Agreement.

         "Registration Default" has the meaning set forth in the Registration
Rights Agreement.

         "Registrable Notes" has the meaning set forth in the Registration
Rights Agreement.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of June 27, 2003, between the Company and initial purchasers
named therein (the "Initial Purchasers"), and certain permitted assigns
specified therein.

         "Regular Record Date" means, for the interest payable on any Interest
Payment Date on the Notes, the date specified in or pursuant to this Indenture
or such Note as entitling Holders at the close of business on such date to such
interest.

         "Regulation S" means Regulation S under the Securities Act.

                                        7



         "Responsible Officer" means any officer or authorized agent of the
Trustee in its Corporate Trust Office and also means, with respect to a
particular corporate trust matter, any other officer or authorized agent to whom
such matter is referred because of knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "Resale Restriction Termination Date" means the date which is the later
of (X) two years (or such shorter period of time as permitted by Rule 144(k) of
the Securities Act) after the later of the original issue date of the notes and
the last date on which Fiserv, Inc. or any "Affiliate" (as defined in Rule 144
under the Securities Act) of Fiserv, Inc. was the owner of this note or interest
(or any predecessor of this note or interest) or (Y) such later date, if any, as
may be required by applicable law (the "Resale Restriction Termination Date").

         "Restrictive Legend" shall mean the legend set forth on the face of the
Note attached hereto as Exhibit A.

         "Rule 144A Global Note" has the meaning set forth in Section 2.03(a).

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shelf Registration Statement" means a shelf registration statement
under the Securities Act filed by the Company, if required by, and meeting the
requirements of, the Registration Rights Agreement, registering the resale of
the Registrable Notes.

         "Significant Subsidiary" of any Person means a Subsidiary of such
Person that qualifies as a "significant subsidiary" within the meaning of Rule
405 under the Securities Act.

         "Special Record Date" means, for the payment of any Defaulted Interest
on any Note, the date fixed by the Trustee pursuant to Section 3.08 entitling
Holders at the close of business on such date to such Defaulted Interest.

         "Standard & Poor's" means Standard & Poor's Rating Services, a division
of The McGraw-Hill Companies.

         "Stated Maturity" means, with respect to any Note or any installment of
principal thereof or interest thereon, the date established by or pursuant to
this Indenture or such Note on which the principal of such Note or such
installment of principal or interest is due and payable.

         "Subsidiary" of any Person means (i) any corporation, association or
other business entity of which more than 50% of the total voting power of shares
of capital stock or other equity interests entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of such Person (or a
combination thereof), (ii) any partnership, limited liability company or similar
pass-through entity the sole general partner or the managing general partner or
managing member of which is such Person or a Subsidiary of such Person and (iii)
any partnership, limited liability company or similar pass-through entity the
only general partners, managing members or persons, however designated in

                                        8



corresponding roles, of which are such Person or one or more Subsidiaries of
such Person (or any combination thereof).

         "Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder. If
at any time there is more than one such Person, "Trustee" shall mean each such
Person and as used with respect to the Notes shall mean the Trustee with respect
to Notes.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed, except
as provided in Section 9.05.

         "Unrestricted Global Note" means any Global Note other than a Rule 144A
Global Note.

         "Vice President" means, when used with respect to the Company or the
Trustee, any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         "Wholly-Owned Subsidiary" of any Person means (i) any corporation,
association or other business entity of which 100% of the total voting power of
shares of capital stock or other equity interests entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of such
Person (or a combination thereof) and (ii) any partnership, limited liability
company or similar pass-through entity the sole partners, members or persons,
however designated in corresponding roles, of which are such Person or one or
more Subsidiaries of such Person (or any combination thereof).

         Section 1.02.  Compliance Certificates and Opinions. Except as
otherwise expressly provided in this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that, in the case of any such
application or request as to which the furnishing of such documents or any of
them is specifically required by any provision of this Indenture relating to
such particular application or request, no additional Officer's Certificate or
Opinion of Counsel need be furnished. Any Officers' Certificate or Opinion of
Counsel delivered to the Trustee must comply with Section 314(e) of the Trust
Indenture Act.

         Every Officer's Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

                                        9



         (1)     a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

         (2)     a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

         (3)     a statement that, in the opinion of each such individual, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

         (4)     a statement as to whether, in the opinion of each such
individual, such covenant or condition has been complied with.

         Section 1.03.  Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
Opinion of Counsel with respect to the matters upon which the officer's
certificate or opinion is based are erroneous. Any such Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Note, they may, but need not, be
consolidated and form one instrument.

         Section 1.04.  Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                                       10



         Without limiting the generality of this Section 1.04, unless otherwise
provided in or pursuant to this Indenture, a Holder, including the Depositary,
may make, give or take, by a proxy, or proxies, duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by Holders,
and the Depositary may provide its proxy or proxies to the beneficial owners of
interests in any Global Note registered in the name of the Depositary or its
nominee through such Depositary's standing instructions and customary practices.

         The Trustee shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interests in any Global Note registered in
the name of the Depositary or its nominee and entitled under the procedures of
such Depositary to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other Act provided in or pursuant to this Indenture to be made, given or
taken by Holders. If such a record date is fixed, the Persons holding beneficial
ownership interests on such record date or their duly appointed proxy or
proxies, and only such Persons, shall be entitled to make, give or take such
request, demand, authorization, direction, notice, consent, waiver or other Act,
whether or not such Persons transfer their interests after such record date.

                 (b)    The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the
Trustee may determine, and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

                 (c)    The ownership, principal amount and serial numbers of
Notes held by any Person, and the date of holding the same, shall be proved by
the Register.

                 (d)    If the Company shall solicit from the Holders of Notes
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, fix in advance a record date for the
determination of Holders of Notes entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Any such record date shall be fixed by a
Board Resolution at the Company's discretion. If such a record date is not fixed
by the Company prior to the first solicitation of a Holder made by any Person in
respect of any such matters referred to above, such record date shall be the
date 30 days prior to such first solicitation of Holders. If such a record date
is fixed by the Company, such request, demand, authorization, direction, notice,
consent and waiver or other Act may be sought or given before or after the
record date, but only the Holders of Notes of record at the close of business on
such record date shall be deemed to be Holders of Notes for the purpose of
determining whether Holders of the requisite proportion of the Notes Outstanding
have authorized, agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the Notes
Outstanding shall be computed as of such record date.

                 (e)    Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, any
Note

                                       11



Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such action is made upon such Note.

         Section 1.05.  Notices, Etc. to Trustee and the Company. Any request,
demand, authorization, direction, notice, consent, waiver or other Act of
Holders or any document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,

                 (i)    the Trustee by any Holder or the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing (which may be via facsimile) to or with the Trustee at
         its Corporate Trust Office at BNY Midwest Trust Company, 2 North
         LaSalle Street, Suite 1020 Chicago, Illinois 60602, Attn: Corporate
         Trust Administration; or

                 (ii)   the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company at 255 Fiserv Drive, Brookfield, Wisconsin
         53045, Attn: General Counsel, or at any other address previously
         furnished in writing to the Trustee by the Company.

         Section 1.06.  Notice to Holders; Waiver. Where this Indenture or any
Note provides for notice to Holders of any event or condition, such notice shall
be sufficiently given (unless otherwise herein or in such Note expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event or condition, at the Holder's address as it appears in
the Register, not later than the latest date, or not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given or provided. In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

         Where this Indenture or any Note provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         Section 1.07.  Conflict with Trust Indenture Act. If any provision in
this Indenture limits, qualifies or conflicts with, or omits, any required
provision of the Trust Indenture Act that would be applicable to this Indenture
if this Indenture were qualified under the Trust Indenture Act, such required
provision shall be deemed to be a part of this Indenture and shall supersede any
provision that limits, qualifies or conflicts with such required provision.

         Section 1.08.  Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

                                       12



         Section 1.09.  Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind their respective successors and
assigns, whether so expressed or not.

         Section 1.10.  Separability Clause. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 1.11.  Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

         Section 1.12.  Governing Law. This Indenture and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York, including Section 5-1401 of the New York General Obligations Law, but
otherwise without regard to the conflict of law rules of such State.

         Section 1.13.  Legal Holidays. In any case where any Interest Payment
Date or date of Maturity of any Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or the Notes) the
required payment of interest, premium, if any, and/or principal need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or date of Maturity,
and no interest shall accrue with respect to such payment for the period from
and after such Interest Payment Date or date of Maturity, as the case may be, to
the next succeeding Business Day.

         Section 1.14.  No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligation of the Company under the Notes or this Indenture. By
accepting a Note, each Holder shall waive and release all such liability. This
waiver and release shall be part of the consideration for the issuance of the
Notes.

         Section 1.15.  Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

         Section 1.16.  No Security Interest Created. Nothing in this Indenture
or in the Notes, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect, in any jurisdiction where property of the
Company or its Subsidiaries is or may be located.

                                    ARTICLE 2

                                   Note Forms

         Section 2.01.  Forms Generally. (a) The Notes (including the Trustee's
certification of authentication) shall be issuable in definitive, fully
registered form only without interest coupons in substantially the form attached
hereto as Exhibit A; provided that Exchange Notes shall not contain terms with
respect to transfer restrictions or the obligation to pay additional interest
upon occurrence of a Registration Default. On the Closing Date, the Original
Notes shall be issued in such form as is set forth in 2.03(a). After the Closing
Date, the Company may issue Exchange

                                       13



Notes and Private Exchange Notes in accordance with the Registration Rights
Agreement. The Notes shall be numbered, lettered, or otherwise distinguished in
such manner or in accordance with such plans as the officers of the Company
executing the same may determine with the approval of the Trustee.

         The Notes may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Notes are admitted to trading, or to conform to general usage.

                 (b)    Each Note shall be dated the date of its authentication.

         Section 2.02.  Form of Trustee's Certificate of Authentication. Only
such Notes as shall bear thereon a certificate of authentication substantially
as set forth in the form of the Note attached hereto as Exhibit A, executed and
dated by the Trustee by manual signature of one of its authorized signatories,
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. The Trustee's execution of such certificate of authentication
upon any Note executed by or on behalf of the Company shall be conclusive
evidence that the Note so authenticated has been duly authenticated and
delivered hereunder and that the Holder thereof is entitled to the benefits of
this Indenture.

         Section 2.03.  Certificated Note Form. (a) Except as otherwise provided
herein or pursuant to Section 3.01, Original Notes offered and sold as part of
their initial distribution to "qualified institutional buyers," as defined in
Rule 144A under the Securities Act ("QIBs") shall be issued in the form of one
or more Global Notes (each a "Rule 144A Global Note"), substantially in the form
attached hereto as Exhibit A, with such applicable legends as are provided for
herein. Rule 144A Global Notes shall be registered in the name of Cede & Co. or
another nominee designated by DTC and deposited with the Trustee, at its
Corporate Trust Office as custodian for DTC, as duly executed by the Company and
authenticated by the Trustee as hereinafter provided.

         Each Global Note shall also bear a legend substantially to the
following effect:

                        "Unless this Note is presented by an authorized
                        representative of The Depository Trust Company, a New
                        York corporation ("DTC"), to the Company or its agent
                        for registration of transfer, exchange or payment, and
                        any Note issued in exchange for this Note or any portion
                        hereof is registered in the name of Cede & Co. or in
                        such other name as is requested by an authorized
                        representative of DTC (and any payment is made to Cede &
                        Co. or to such other entity as is requested by an
                        authorized representative of DTC), any transfer, pledge
                        or other use hereof for value or otherwise by or to any
                        person is wrongful inasmuch as the registered owner and
                        Holder hereof, Cede & Co., has an interest herein.

                        Unless and until this Note is exchanged in whole or in
                        part for Notes in certificated form, this Note may not
                        be transferred except as a whole by

                                       14



                        DTC to a nominee thereof or by a nominee thereof to DTC
                        or another nominee of or by DTC or any such nominee to a
                        successor of DTC or a nominee of such successor."

                 (b)    If at any time the Depositary notifies the Company that
it is unwilling or unable to continue in its role as Depositary for the Global
Notes or if at any time the Depositary is no longer a clearing agency registered
under the Exchange Act, the Company shall appoint a successor Depositary with
respect to the Global Notes. If (i) a successor Depositary for the Global Notes
is not appointed by the Company within 90 days after the Company receives the
notice or becomes aware of such unwillingness, inability or ineligibility, (ii)
an Event of Default has occurred and is continuing with respect to the Notes, or
(iii) the Company decides in its sole discretion to terminate the book-entry
system through the Depositary, then without unnecessary delay but in any event
not later than the earliest date on which interests in the Global Notes may be
exchanged for Certificated Notes, the Company shall deliver to the Trustee duly
executed Certificated Notes containing identical terms and provisions and in
such minimum authorized denominations requested by beneficial owners of such
interests and in such aggregate principal amount equal to the aggregate
principal amount of such interests. On or after the earliest date on which such
interests may be so exchanged, the Global Notes shall be surrendered from time
to time by the Depositary and in accordance with instructions given to the
Trustee and the Depositary (which instructions shall be in writing but need not
be contained in or accompanied by an Officers' Certificate or be accompanied by
an Opinion of Counsel), as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for Certificated Notes as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for interests in each such surrendered Global Note, duly executed
Certificated Notes containing identical terms and provisions and in such minimum
authorized denominations requested by beneficial owners of such interests and in
such aggregate principal amount equal to the aggregate principal amount of such
interests. Subject to Section 3.06(c), Certificated Notes will contain the
Restrictive Legend and, accordingly, will be subject to the restrictions on
transfer contained herein.

                                    ARTICLE 3

                                    The Notes

         Section 3.01.  Issue Amount. The aggregate principal amount of
Notes which may be authenticated and delivered under this Indenture, except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to this Indenture, is limited
initially to $100,000,000; provided that additional Notes (and Exchange Notes
and Private Exchange Notes issued in respect of such Notes) may be issued after
the Closing Date as part of the same series as the Notes issued under this
Indenture, if so designated in a Board Resolution, Officers' Certificate or
supplemental indenture executed and delivered after the Closing Date, and (ii)
the limitation on the total aggregate principal amount of Notes set forth in
this Section 3.01 shall not apply to such additional Notes (and Exchange Notes
and Private Exchange Notes). All Notes of the series need not be issued at the
same time and the series may be reopened for issuances of additional Notes of
the series. Unless the context otherwise requires, the Original Notes, the
Exchange Notes and the Private Exchange Notes shall

                                       15



constitute one series for all purposes under the Indenture, including with
respect to any amendment, waiver, acceleration or other Act of the Holders or
upon redemption of the Notes.

         All amounts payable in respect of the Notes shall be made in United
States dollars. The Notes will mature on June 27, 2008, unless redeemed by the
Company prior to such date pursuant to Section 11.01. The Notes will bear
interest at the rate of 3% per annum from and including June 27, 2003 or the
most recent Interest Payment Date to which interest has been paid or duly made
available for payment, as the case may be, payable semiannually in arrears on
June 27 and December 27 of each year, commencing December 27, 2003, until the
principal thereof has been paid or duly made available for payment.

         The Notes will not have the benefit of, or be subject to, a sinking
fund.

         Section 3.02.  Denominations. The Notes shall be issuable in
minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof.

         Section 3.03.  Execution, Authentication, Delivery and Dating. The
Notes shall be executed on behalf of the Company by its Chief Executive Officer,
its President, its Chief Operating Officer, its Chief Financial Officer, its
Treaurer or any Vice President and attested by its Secretary or any Assistant
Secretary. The signature of any of these officers on the Notes may be manual or
facsimile.

         Notes bearing the manual or facsimile signatures of individuals who
were the proper officers of the Company when their signatures were affixed to
such Notes shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Notes or did not hold such offices at the date of such Notes.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Notes, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Notes. At any time and from time to time
after the execution and delivery of this Indenture and after the effectiveness
of the Exchange Offer Registration Statement under the Securities Act with
respect thereto, the Company may deliver Exchange Notes executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Exchange Notes and a like principal amount
of Original Notes for cancellation in accordance with Section 3.10, and the
Trustee in accordance with the Company Order shall authenticate and make
available for delivery such Exchange Notes. Prior to authenticating any Exchange
Notes, and accepting any additional responsibilities under this Indenture in
relation to such Exchange Notes, the Trustee shall be entitled to receive, upon
request, and (subject to Section 6.01) shall be fully protected in relying upon,
an Opinion of Counsel stating in substance:

                 (a)    that all conditions hereunder precedent to the
authentication and delivery of such Exchange Notes and that such Exchange Notes,
when duly authenticated and delivered by the Trustee (and subject to any other
conditions specified in such Opinion of Counsel), will have been duly issued and
delivered and will constitute valid and legally binding obligations of

                                       16



the Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; and

                 (b)    that the issuance of the Exchange Notes in exchange for
Original Notes has been effected in compliance with the Securities Act.

         Notwithstanding the foregoing, if any Note shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Note to the Trustee for cancellation as
provided in Section 3.10 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Note has never been issued and sold by the Company, for all
purposes of this Indenture such Note shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

         The Trustee shall not be required to authenticate or to cause an
Authentication Agent to authenticate any Notes if the issue of such Notes
pursuant to this Indenture will affect the Trustee's own rights, duties,
indemnities or immunities under the Notes and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

         Section 3.04.  Temporary Notes. Pending the preparation of definitive
Notes, the Company may execute and deliver to the Trustee and, upon Company
Order, the Trustee shall authenticate and deliver in the manner provided in
Section 3.03, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers of the Company executing such Notes may determine, as
evidenced by their execution of such Notes. Such temporary Notes may be in
global form.

         If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company in a
Place of Payment, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes the Company shall execute, and the Trustee
shall authenticate and deliver, a like principal amount of definitive Notes of
any authorized denominations containing terms and provisions that are identical
to those of any temporary Notes. Until so exchanged the temporary Notes shall in
all respects be entitled to the same benefits under this Indenture as definitive
Notes.

         Section 3.05.  Registration, Transfer and Exchange. The Company shall
cause to be kept at the Corporate Trust Office a register (the register
maintained in such office and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the
"Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Notes and the
registration of transfers of Notes. Such Register shall distinguish between
Original Notes, Exchange Notes and Private Exchange Notes. The Trustee is hereby
appointed "Note Registrar" for the purpose of registering Notes and transfers of
Notes as herein provided.

                                       17



         The Company shall have the right to remove and replace from time to
time the Note Registrar for the Notes; provided that no such removal or
replacement shall be effective until a successor Note Registrar with respect to
such Notes shall have been appointed by the Company and shall have accepted such
appointment by the Company. In the event that the Trustee shall not be or shall
cease to be Note Registrar with respect to the Notes, it shall have the right to
examine in the United States the Register for the Notes at all reasonable times.
There shall be only one Register for the Notes.

         Upon surrender for registration of transfer of any Note at the office
or agency of the Company in a Place of Payment, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes, of any authorized
denominations and of a like aggregate principal amount containing identical
terms and provisions. No transfer of a Note to any Person shall be effective
under this Indenture or with respect to such Note unless and until such Note has
been registered in the name of such Person.

         At the option of the Holder, subject to Section 3.06, Notes may be
exchanged for other Notes bearing such restrictive legends as may be required by
this Indenture and containing identical terms and provisions in any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive.

         All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid and legally binding obligations of the Company, evidencing
the same debt, and (subject to the provisions of the Original Notes and the
Private Exchange Notes regarding transfer restrictions and the obligation to pay
additional interest upon a Registration Default) entitling the Holders thereof
to the same benefits under this Indenture, as the Notes surrendered upon such
registration of transfer or exchange.

         Every Note presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Note Registrar duly executed, by the Holder thereof or the
Holder's attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

         Notwithstanding any other provision herein, the Company shall not be
required (i) to issue, register the transfer of or exchange Notes during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of the Notes and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Note so selected for redemption, in whole or in part, except in the
case of any Note to be redeemed in part, the portion thereof not to be redeemed.

                                       18



         Section 3.06.  Special Transfer and Exchange Provisions. Until the
Registration of all Notes under an effective Registration Statement pursuant to
the Registration Rights Agreement, the following provisions shall apply to each
such Note:

                 (a)    Transfers and Exchanges of Interests in a Rule 144A
Global Note or, if issued, Restricted Certificated Notes. With respect to the
registration of any proposed transfer or exchange of:

                 (i)    an interest in a Rule 144A Global Note:

                        (A)    the transfer or exchange of such interest to a
                 transferee or exchangee who takes delivery in the form of an
                 interest in a Rule 144A Global Note may be effected only
                 through the book entry system maintained by the Depositary; or

                        (B)    the Registrar shall register the transfer or
                 exchange of such interest to a transferee or exchangee who
                 takes delivery in the form of an interest in an Unrestricted
                 Global Note if such transfer or exchange is being made after
                 the Resale Restriction Termination Date by a proposed
                 transferor or exchanger who has delivered to the Registrar a
                 certificate from the transferor or exchanger to the effect that
                 such transfer or exchange has been effected pursuant to, and in
                 accordance with, Rule 144 under the Securities Act; or

                 (ii)   a Restricted Certificated Note issued pursuant to
         Section 2.03(b), the Registrar shall register the transfer or exchange
         of such Restricted Certificated Note (A) to a transferee or exchangee
         who takes delivery of such Restricted Certificated Note only upon
         compliance with the requirements therefor specified herein and in such
         Restricted Certificated Note or (B) to a transferee or exchangee who
         takes delivery thereof in the form of an Unrestricted Certificated Note
         if such transfer or exchange is being made after the Resale Restriction
         Termination Date by a proposed transferor or exchanger who has
         delivered to the Registrar a certificate from the transferor or
         exchanger to the effect that such transfer or exchange has been
         effected pursuant to, and in accordance with, Rule 144 under the
         Securities Act.

                 (b)    Transfers and Exchanges of Unrestricted Certificated
Notes or Interests in the Unrestricted Global Note. With respect to any transfer
or exchange of Unrestricted Certificated Notes or interests in the Unrestricted
Global Note, the Registrar shall register the transfer or exchange of any such
Note without requiring any certifications, legal opinions or other information.

                 (c)    Legends. Upon the transfer, exchange or replacement of
Notes that do not bear the Restrictive Legend, the Registrar shall deliver Notes
that do not bear the Restrictive Legend. Upon the transfer, exchange or
replacement of Notes bearing the Restrictive Legend, the Registrar shall deliver
only Notes that bear the Restrictive Legend unless (i) the circumstances
contemplated by subparagraphs (a)(i)(B) or (a)(ii)(B) of this Section 3.06 exist
or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither the
Restrictive Legend nor the related

                                       19



restrictions on transfer or exchange are required to ensure that such transfer
or exchange is not made in violation of the Securities Act.

                 (d)    General. By its acceptance of any Note bearing the
Restrictive Legend, the Holder of such Note acknowledges the restrictions on
transfer or exchange of such Note set forth in this Indenture and in the
Restrictive Legend and agrees that it will transfer or exchange such Note only
as provided in this Indenture and the Restrictive Legend. The Registrar shall
not register a transfer or exchange of any Note unless such transfer or exchange
complies with the restrictions on transfer or exchange of such Note set forth in
this Indenture and in any applicable Restrictive Legend. In connection with any
transfer or exchange of Notes contemplated by clause (D), (E) or (F) in the
Restrictive Legend, the Holder of such Notes agrees by its acceptance of such
Notes to furnish the Registrar or the Company with such certifications, legal
opinions or other information as either of them may reasonably require to
confirm that such transfer or exchange is being made pursuant to an exemption
from, or a transaction not subject to, the registration requirements of the
Securities Act; provided that the Registrar shall not be required to determine
(but may rely on a determination made by the Company with respect to) the
sufficiency of any such certifications, legal opinions or other information.

         Section 3.07.  Mutilated, Destroyed, Lost and Stolen Notes. If (i) any
mutilated Note is surrendered to the Trustee or if there shall be delivered to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of any Note and (ii) there shall be delivered to the Company and
the Trustee such indemnity as may be reasonably required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute, and upon receipt of a Company Order the
Trustee shall authenticate and deliver, in lieu of any such mutilated,
destroyed, lost or stolen Note, a new Note containing identical terms and
provisions and of any authorized denominations and like principal amount and
bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Note, pay such Note.

         Upon the issuance of any new Note under this Section 3.07, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Note issued pursuant to this Section 3.07 in lieu of or in
exchange for, as the case may be, any mutilated, destroyed, lost or stolen Note
shall constitute a separate obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

         The provisions of this Section 3.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

                                       20



         Section 3.08.  Payment of Interest; Interest Rights Preserved. Interest
on any Note which is payable, and is punctually paid or duly made available for
payment, on any Interest Payment Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest.

         Any interest on any Note which is payable, but is not punctually paid
or duly made available for payment, on any Interest Payment Date ("Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (i) or (ii) below:

                 (i)    The Company may elect to make payment of any Defaulted
         Interest to the Person in whose name the Notes (or their respective
         Predecessor Notes) are registered at the close of business on a Special
         Record Date for the payment of such Defaulted Interest, which shall be
         fixed in the following manner. The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Note and the date of the proposed payment, and at the same time the
         Company shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment. Such money when
         deposited will be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this clause provided. Thereupon, the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Notes at the Holder's address as it appears
         in the Register, not less than 10 days prior to such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names the Notes (or
         their respective Predecessor Notes) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (ii).

                 (ii)   The Company may make payment of any Defaulted Interest
         on the Notes in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which such Notes may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Company to the Trustee of the proposed
         payment pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

         At the option of the Company, interest on Certificated Notes may be
paid by mailing a check to the address of the Person entitled thereto as such
address shall appear in the Register or by transfer to an account maintained by
the payee with a bank located in the United States.

                                       21



         Subject to the foregoing provisions of this Section 3.08, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.

         Section 3.09. Persons Deemed Owners. Prior to due presentment of a
Note for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of and premium, if any, and (subject to Sections 3.05 and 3.08)
interest on such Note and for all other purposes whatsoever, whether or not any
payment with respect to such Note shall be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice
to the contrary.

         No owner of any beneficial interest in any Global Note shall have any
rights under this Indenture with respect to such Global Note, and the Depositary
may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the sole owner and Holder of such Global Note for all purposes
whatsoever. None of the Company, the Trustee, any Paying Agent or the Note
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         Section 3.10.  Cancellation. All Notes surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee at its Corporate
Trust Office and shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever
and may deliver to the Trustee (or to an Authenticating Agent for delivery to
the Trustee) for cancellation any Notes previously authenticated hereunder which
the Company has not issued and sold, and all Notes so delivered shall be
promptly canceled by the Trustee. If the Company shall so acquire any of the
Notes, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless and until the
same are surrendered to the Trustee for cancellation. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section 3.10, except as expressly permitted by this Indenture. All canceled
Notes held by the Trustee shall be disposed of as directed by a Company Order or
in accordance with its customary procedures.

         Section 3.11.  Computation of Interest.

         Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months.

         Section 3.12.  CUSIP Numbers.

         The Company in issuing the Notes may use CUSIP numbers (if then
generally in use) and, if so, the Trustee shall use such CUSIP numbers in
notices of redemption as a convenience to Holders, provided that the Trustee
shall assume no responsibility for the accuracy of such

                                       22



numbers and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP numbers.

                                    ARTICLE 4

                           Satisfaction and Discharge

         Section 4.01.  Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect with respect to the
Notes specified in such Company Request (except as to rights of registration of
transfer or exchange of Notes herein expressly provided for), and the Trustee on
receipt of the Company Request, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when:

                 (a)    either

                 (i)    all Notes theretofore authenticated and delivered (other
         than (A) Notes which have been mutilated, destroyed, lost or stolen and
         which have been replaced or paid as provided in Section 3.07 and (B)
         Notes for whose payment money has theretofore been deposited in trust
         or segregated and held in trust by the Company and thereafter repaid to
         the Company or discharged from such trust, as provided in Section
         10.03) have been delivered to the Trustee for cancellation; or

                 (ii)   all such Notes not theretofore delivered to the Trustee
         for cancellation:

                        (A)    have become due and payable, or

                        (B)    will become due and payable at their Stated
                 Maturity within one year, or

                        (C)    if redeemable at the option of the Company are to
                 be called for redemption within one year under arrangements
                 satisfactory to the Trustee for the giving of notice of
                 redemption by the Trustee in the name, and at the expense, of
                 the Company,

and the Company, in the case of (A), (B) or (C) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an
amount sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Trustee for cancellation, for principal, premium,
if any, and interest to the date of such deposit (in the case of Notes which
have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be;

                 (b)    the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

                 (c)    the Company has delivered to the Trustee an Officers'
Certificate or an Opinion of Counsel, stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
with respect to such Notes have been complied with.

                                       23



         Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Notes, the obligations of the Company to the Trustee under
Section 6.07, the obligations of the Trustee to any Authenticating Agent under
Section 6.13 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (i) of this Section 4.01, the obligations of the
Company under Sections 3.04, 3.05, 3.07 and 10.02), shall survive such
satisfaction and discharge.

         Section 4.02.  Application of Trust Money. Subject to the provisions of
the penultimate paragraph of Section 10.03, all money and Government Obligations
deposited with the Trustee pursuant to Section 4.01 and Article 12 shall be held
in trust and applied by it, in accordance with the provisions of the Notes for
which such deposit was made and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal, premium, if any, and interest for whose payment such money and
Government Obligations has been deposited with the Trustee; but such money and
Government Obligations need not be segregated from other funds except to the
extent required by law.

                                    ARTICLE 5

                                    Remedies

         Section 5.01.  Events of Default. "Event of Default," wherever used
herein with respect to the Notes, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                 (a)    default in the payment of the principal of or premium,
if any, on any Note at its Maturity;

                 (b)    default in the payment of any interest upon any Note
when it becomes due and payable, and continuance of such default for a period of
30 days;

                 (c)    default (i) in the payment of any scheduled principal of
or premium, if any, or interest on any Indebtedness of the Company or any
Subsidiary of the Company (other than Notes), aggregating more than $25 million
in principal amount, when due after giving effect to any applicable grace period
or (ii) in the performance of any other term or provision of any Indebtedness of
the Company or any Subsidiary of the Company (other than Notes), in excess of
$25 million principal amount that results in such Indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable, and such acceleration shall not have been rescinded or
annulled, or such Indebtedness shall not have been discharged, within a period
of 15 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Notes, a written notice
specifying such default and stating that such notice is a "Notice of Default"
hereunder; or

                                       24



                 (d)    default in the performance, or breach, of any covenant,
agreement or warranty of the Company in this Indenture and continuance of such
default for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Notes a
written notice specifying such default and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder;

                 (e)    the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company or any Significant
Subsidiary of the Company in an involuntary case or proceeding under any
applicable bankruptcy or other law or (B) a decree or order adjudging the
Company or any Significant Subsidiary of the Company bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or any Significant
Subsidiary of the Company under any applicable bankruptcy or other law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or any Significant Subsidiary of the
Company or of any substantial part of the property of any of them, or ordering
the winding up or liquidation of any of their affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days; or

                 (f)    the commencement by the Company or any Significant
Subsidiary of the Company of a voluntary case or proceeding under any applicable
bankruptcy or other law, or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by any of them to the entry of a decree or
order for relief in respect of the Company or any Significant Subsidiary of the
Company in an involuntary case or proceeding under any applicable bankruptcy or
other law or to the commencement of any bankruptcy or insolvency case or
proceeding against any of them, or the filing by any of them of a petition or
answer or consent seeking reorganization or relief under any applicable
bankruptcy or other law, or the consent by any of them to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of the Company
or any Significant Subsidiary of the Company or of any substantial part of the
property of any of them, or the making by any of them of a general assignment
for the benefit of creditors, or the admission by any of them in writing of its
inability to pay its debts generally as they become due.

         Section 5.02.  Acceleration of Maturity; Rescission and Annulment. If
an Event of Default specified in Section 5.01(a), (b), (c) or (d) occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal of the Outstanding Notes may declare the principal of and any
unpaid premium and accrued interest on all the Notes to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount shall become
immediately due and payable. If an Event of Default specified in Section 5.01(e)
or (f) occurs, then in every such case the principal of any unpaid premium and
accrued interest on such Notes then Outstanding shall become immediately due and
payable.

         At any time after such a declaration of acceleration with respect to
Notes has been made and before the Stated Maturity thereof, the Holders of a
majority in principal amount of the Outstanding Notes, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

                                       25



                 (i)    the Company has paid or deposited with the Trustee a sum
         sufficient to pay:

                        (A)    all overdue installments of interest and premium,
                 if any, on all Outstanding Notes;

                        (B)    all unpaid principal of any Outstanding Notes
                 which have become due otherwise than by such declaration of
                 acceleration and interest thereon at the rate borne by the
                 Notes;

                        (C)    to the extent that payment of such interest or
                 premium, if any, is lawful, interest upon overdue interest or
                 premium, if any, at the rate borne by the Notes; and

                        (D)    all sums paid or advanced by the Trustee
                 hereunder and the reasonable compensation, expenses,
                 disbursements and advances of the Trustee, its agents and
                 counsel; and

                 (ii)   all Events of Default with respect to the Notes, other
         than the non-payment of the principal of Notes which have become due
         solely by such declaration of acceleration, have been cured or waived
         as provided in Section 5.13.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         Section 5.03.  Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

                 (i)    default is made in the payment of any interest on any
         Notes when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                 (ii)   default is made in the payment of the principal of or
         premium, if any, on any Notes at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Notes, the whole amount then due and payable on
such Notes for principal, premium, if any, and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal, premium, if any, interest, at the rate borne by the Notes and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sum so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Notes, wherever situated.

                                       26



         If an Event of Default with respect to Notes occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of the Notes by such judicial proceedings as the
Trustee shall deem appropriate to protect and enforce any such rights, whether
for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein, or to enforce any other
proper remedy.

         Section 5.04.  Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                 (i)    to file and prove a claim for the whole amount of
         principal, premium, if any, and interest owing and unpaid in respect of
         the Notes and to file such other papers and documents as may be
         necessary or advisable in order to have the claims of the Trustee
         (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

                 (ii)   to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee or to which it may become entitled under Section 6.07.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided that the Trustee
may, on behalf of the Holders, vote for the election of a Trustee in bankruptcy
or similar official proceeding, and be a member of a creditors' or other similar
committee.

         Section 5.05.  Trustee May Enforce Claims Without Possession of Notes.
All rights of action and claims under this Indenture or the Notes may be
prosecuted by the Trustee without the possession of any of the Notes or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.

                                       27



         Section 5.06.  Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or interest or Additional Amounts, upon
presentation of the Notes and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

         First: To the payment of all amounts due the Trustee under Section
6.07;

         Second: To the payment of the amounts then due and unpaid for principal
of and premium, if any, and interest on the Notes in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Notes for
principal, premium, if any, and interest, respectively; and

         Third: To the payment of the remainder, if any, to the Company or as a
court of competent jurisdiction shall direct in a written order.

         Section 5.07.  Limitation on Suits. No Holder of any Note shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

                 (i)    such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Notes;

                 (ii)   the Holders of not less than 25% in principal amount of
         the Outstanding Notes shall have made written request to the Trustee to
         institute proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

                 (iii)  such Holder or Holders have offered to the Trustee
         reasonable indemnity satisfactory to it against the costs, expenses and
         liabilities to be incurred in compliance with such request;

                 (iv)   the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to institute any such
         proceedings; and

                 (v)    no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the right of any other such
Holders of Notes, or to obtain or to seek to obtain priority or preference over
any other such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders of Notes.

         Section 5.08.  Unconditional Right of Holders to Receive Principal and
Interest. Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the

                                       28



right, which is absolute and unconditional, to receive payment of the principal
of and premium, if any, and (subject to Sections 3.05 and 3.08) interest on such
Note on the respective Stated Maturities expressed in such Note (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment and such rights shall not be impaired without the consent of
such Holder.

         Section 5.09.  Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

         Section 5.10.  Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes in the last paragraph of Section 3.07, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.11.  Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article 5 or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

         Section 5.12.  Control by Holders. The Holders of a majority in
principal amount of the Outstanding Notes shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Notes, provided that:

                 (i)    such direction shall not be in conflict with any rule of
         law or with this Indenture or with such Notes and the Trustee shall
         have been offered reasonable indemnity as therein provided;

                 (ii)   the Trustee may take any other action deemed proper by
         the Trustee which is not inconsistent with such direction; and

                 (iii)  subject to Section 6.01, the Trustee need not take any
         action which might be prejudicial to the Holders not consenting.

                                       29



         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Holders of Notes.

         Section 5.13.  Waiver of Past Defaults. The Holders of a majority in
principal amount of the Outstanding Notes may on behalf of the Holders of all
the Notes waive any past default hereunder with respect to such Notes and its
consequences, except a default:

                 (i)    in the payment of the principal of or any premium or
         interest on any Note, or

                 (ii)   in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Note affected.

         Upon any such waiver, such default shall cease to exist with respect to
such Notes, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

         Section 5.14.  Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 5.14
shall not apply to any suit instituted by the Company, to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate 10% or more in principal amount of the Outstanding Notes, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of or any premium or interest on any Note on or after the respective
Stated Maturities expressed in such Note (or, in the case of redemption, on or
after the Redemption Date).

         Section 5.15.  Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                       30



                                    ARTICLE 6

                                   The Trustee

         Section 6.01.  Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default,

                 (i)    the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                 (ii)   in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they substantially conform to the
         requirements of this Indenture.

                 (b)    In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

                 (c)    No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct; except that:

                 (i)    this clause (c) shall not be construed to limit the
         effect of clause (a) of this Section 6.01;

                 (ii)   the Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it shall
         be proved that the Trustee was negligent in ascertaining the pertinent
         facts;

                 (iii)  the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of a majority in principal amount of
         the Outstanding Notes relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture with respect to the Notes; and

                 (iv)   no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in the
         exercise of any of its rights or powers.

                                       31



                 (d)    Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 6.01.

         Section 6.02.  Notice of Defaults. Within 30 days after the occurrence
of any default hereunder with respect to the Notes, the Trustee shall transmit
by mail to all Holders of Notes, as their names and addresses appear in the
Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of or premium, if any, or
interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Notes.

         Section 6.03.  Certain Rights of Trustee. Subject to the provisions of
Section 6.01:


                 (a)    the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document (whether in its original or facsimile form) believed by it to be
genuine and to have been signed or presented by the proper party or parties;

                 (b)    any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

                 (c)    whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;

                 (d)    the Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

                 (e)    the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture (including, without
limitation, pursuant to Section 5.12), unless such Holders shall have offered to
the Trustee reasonable indemnity satisfactory to it against the costs, expenses
and liabilities which might be incurred by it or the counsel or agents in
compliance with such request or direction;

                 (f)    the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit at the expense of the Company and
shall incur no liability of any kind by reason of such inquiry or investigation;

                                       32



                 (g)    the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

                 (h)    the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

         Section 6.04.  Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes, except the Trustee's certificate of
authentication, shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representation as to the validity or
sufficiency of this Indenture or of the Notes, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Notes and perform its obligations hereunder and that the
statements made by it in any Statement of Eligibility on Form T-1 supplied to
the Company are true and accurate, subject to the qualifications set forth
therein. The Trustee or any Authenticating Agent shall not be accountable for
the use or application by the Company of Notes or the proceeds thereof.

         Section 6.05.  May Hold Notes. The Trustee, any Authenticating Agent,
any Paying Agent, any Note Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 6.12, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Note Registrar or such other agent.

         Section 6.06.  Money Held in Trust. Except as otherwise expressly
provided herein, money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

         Section 6.07.  Compensation and Reimbursement. The Company agrees:

                 (i)    to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder;

                 (ii)   except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all expenses, disbursements
         and advances incurred or made by the Trustee in accordance with any
         provision of this Indenture (including the reasonable compensation and
         the expenses and disbursements of its agents and counsel), except any
         such expense, disbursement or advance as shall be determined to have
         been caused by its own negligence or willful misconduct; and

                 (iii)  to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability, claim, damage or expense, including
         reasonable fees and expenses of counsel, incurred without negligence or
         willful misconduct on its part, arising out of or in connection with
         the acceptance or administration of the trust or trusts hereunder,

                                       33



         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder, except to the extent that any such
         loss, liability or expense is determined by a court of competent
         jurisdiction to have been caused by the Trustee's own negligence or
         willful misconduct.

         "Trustee" for purposes of this Section 6.07 shall include any
predecessor Trustee, but the negligence or willful misconduct of any Trustee
shall not affect the rights or obligations of the Company or any other Trustee
hereunder.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(e) or (f), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any U.S.
federal or state bankruptcy, insolvency or other similar law.

         The provisions of this Section 6.07 shall survive the termination of
this Indenture.

         Section 6.08.  Corporate Trustee Required; Eligibility. (a) There shall
at all times be a Trustee hereunder which shall:

                 (i)    be a Corporation organized and doing business under the
         laws of the United States of America, any State thereof or the District
         of Columbia authorized under such laws to exercise corporate trust
         powers;

                 (ii)   be eligible under Section 310(a) of the Trust Indenture
         Act to act as trustee under an indenture qualified under the Trust
         Indenture Act; and

                 (iii)  have a combined capital and surplus of at least
         $100,000,000 and be subject to supervision or examination by U.S.
         federal or state authority.

                 (b)    If such Corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 6.08, the combined
capital and surplus of such Corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.08, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article 6.

                 (c)    The Trustee shall comply with Section 310(b) of the
Trust Indenture Act regarding disqualification of a trustee upon acquiring a
conflicting interest.

         Section 6.09.  Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article 6 shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.10. The indemnities existing in favor of the Trustee
hereunder shall survive the Trustee's resignation or removal or termination of
this Indenture.

                                       34



                 (b)    The Trustee may resign at any time with respect to the
Notes by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.10 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Notes.

                 (c)    The Trustee may be removed at any time with respect to
the Notes by the Company or by Act of the Holders of a majority in principal
amount of the Outstanding Notes, delivered to the Trustee, and to the Company in
the case of an Act of the Holders.

                 (d)    If at any time:

                 (i)    the Trustee shall fail to comply with the obligations
         imposed upon it under Section 310(b) of the Trust Indenture Act with
         respect to the Notes after written request therefor by the Company or
         by any Holder who has been a bona fide Holder of a Note for at least
         six months;

                 (ii)   the Trustee shall cease to be eligible under Section
         6.08 and shall fail to resign after written request therefor by the
         Company or by any such Holder; or

                 (iii)  the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company may remove the Trustee with respect to
the Notes, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Note for at least six months may, on behalf of such Holder and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to the Notes and the appointment of a
successor Trustee.

                 (e)    If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Notes, the Company shall promptly appoint a
successor Trustee with respect to the Notes (it being understood that at any
time there shall be only one Trustee with respect to the Notes).

         If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the Notes
shall be appointed by an Act of the Holders of a majority in principal amount of
the Outstanding Notes delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 6.10,
become the successor Trustee with respect to the Notes and supersede the
successor Trustee appointed by the Company.

         If no successor Trustee with respect to the Notes shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.10, any Holder who has been a bona fide Holder of a Note
for at least six months may, on behalf of such

                                       35



Holder and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Notes.

                 (f)    The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Notes and each appointment of a
successor Trustee with respect to the Notes by mailing written notice of such
event by first-class mail, postage prepaid, to all Holders of Notes as their
names and addresses appear in the Register. Each notice shall include the name
of the successor Trustee with respect to the Notes and the address of its
Corporate Trust Office.

         Section 6.10.  Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee with respect to all Notes,
every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

                 (b)    In case of the appointment hereunder of a successor
Trustee with respect to the Notes, the Company, the retiring Trustee and each
successor Trustee with respect to the Notes shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which,

                 (i)    shall contain such provisions as shall be necessary or
         desirable to transfer and confirm to, and to vest in, each successor
         Trustee all the rights, powers, trusts and duties of the retiring
         Trustee with respect to the Notes, and

                 (ii)   shall add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee;

it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.

         Upon the execution and delivery of such supplemental indenture, the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Notes; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Notes.

                                       36



                 (c)    Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in clause (a) or (b) of this Section 6.10, as the case may be.

                 (d)    No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article 6.

         Section 6.11.  Merger, Conversion, Consolidation or Succession to
Business. Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article 6,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. Notwithstanding the foregoing, at the request of the
Trustee, the parties shall execute and deliver such writings as the Trustee
reasonably may request to reflect such succession. In case any Notes shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes;
and in case at that time any of the Notes shall not have been authenticated, any
successor Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the
Notes or in this Indenture provided that the certificate of the Trustee shall
have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Notes in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

         Section 6.12.  Preferential Claims. Reference is made to Section 311 of
the Trust Indenture Act. For purposes of Section 311(b)(4) and (6) of such Act:

                 (i)    "cash transaction" means any transaction in which full
         payment for goods or securities sold is made within seven days after
         delivery of the goods or securities in currency or in checks or other
         orders drawn upon banks or bankers and payable upon demand; and

                 (ii)   "self-liquidating paper" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares or
         merchandise and which is secured by documents evidencing title to,
         possession of, or a lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandise previously constituting the security, provided the security
         is received by the Trustee simultaneously with the creation of the
         creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation.

                                       37



         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor under the Notes), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

         Section 6.13.  Appointment of Authenticating Agent. At any time when
any of the Notes remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to the Notes which shall be authorized to act on
behalf of the Trustee to authenticate Notes issued upon original issuance,
exchange or registration of transfer or partial redemption thereof or pursuant
to Section 3.07, and Notes so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in the
Indenture to the authentication and delivery of Notes by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.

         Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a Corporation organized and doing business under the laws of the
United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by U.S. federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 6.13, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 6.13, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 6.13.

         Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided that such Corporation shall be otherwise eligible
under this Section 6.13, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving 30 days'
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.13, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Notes with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Register. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers

                                       38



and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 6.13.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.13, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

         If an Authenticating Agent is appointed with respect to the Notes
pursuant to this Section 6.13, the Notes may have endorsed thereon, in addition
to the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

                        This is one of the Notes designated therein referred to
in the within-mentioned Indenture.

                 BNY Midwest Trust Company, as Trustee


                 By:
                      --------------------------------------------
                               As Authenticating Agent


                 By:
                      --------------------------------------------
                                 Authorized Signatory

         If the Notes may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Notes upon original
issuance located in a Place of Payment where the Company wishes to have Notes
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing or by facsimile (which writing need not comply with Section
1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in
accordance with this Section 6.13 an Authenticating Agent having an office in a
Place of Payment designated by the Company with respect to the Notes.

                                    ARTICLE 7

                Holders' Lists and Reports by Trustee and Company

         Section 7.01.  Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee with
respect to the Notes:

                 (i)    semi-annually, not later than each Interest Payment Date
         a list, in such form as the Trustee may reasonably require, of the
         names and addresses of the Holders as of the preceding Regular Record
         Date therefor, and

                 (ii)   at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

                                       39



provided, however, that so long as the Trustee is the Note Registrar no such
list shall be required to be furnished.

         Section 7.02.  Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of the Notes contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of such Holders received by the Trustee in its capacity as
Note Registrar. The Trustee may destroy any list of the Holders of Notes
furnished to it as provided in Section 7.01 upon receipt of a new list of such
Holders.

                 (b)    If two or more Holders of Notes (herein referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Note for a period of at
least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of Notes
with respect to their rights under this Indenture or under the Notes and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either:

                 (i)    afford such applicants access to the information
         preserved at the time by the Trustee in accordance with Section 7.02(a)
         with respect to the Notes, or

                 (ii)   inform such applicants as to the approximate number of
         Holders of Notes whose names and addresses appear in the information
         preserved at the time by the Trustee in accordance with Section
         7.02(a), and as to the approximate cost of mailing to such Holders the
         form of proxy or other communication, if any, specified in such
         application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Notes whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 7.02(a) a copy
of the form or proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

                                       40



                 (c)    Every Holder of Notes, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 7.02(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
7.02(b).

         Section 7.03.  Reports by Trustee. (a) Within 60 days after May 15 of
each year commencing with the year 2004, the Trustee shall transmit by mail to
all Holders, as their names and addresses appear in the Register, a brief
report, dated as of such May 15, if any, as may be required by Section 313(a),
313(b)(2) and 313(c) of the Trust Indenture Act.

                 (b)    A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Notes are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Notes are listed on any stock exchange
or delisted therefrom.

         Section 7.04.  Reports by Company.  The Company shall:

                 (a)    file with the Trustee, within 15 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it shall file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations;

                 (b)    if the Company is no longer required (or is not
required, as the case may be) to file reports pursuant to Section 13 or 15(d) of
the Exchange Act, then it shall promptly furnish or cause to be furnished such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto) to such Holder or to a prospective
purchaser of a Note who is designated by such Holder, upon the request of such
Holder or prospective purchaser, in order to permit compliance with Rule 144A
under the Securities Act.

                 (c)    file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and

                 (d)    transmit by mail to all Holders, as their names and
addresses appear in the Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to clauses (a)

                                       41



through (c) of this Section 7.04 as may be required by rules and regulations
prescribed from time to time by the Commission.

                 (e)    Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                    ARTICLE 8

              Consolidation, Merger, Conveyance, Transfer or Lease

         Section 8.01.  Company May Consolidate, Etc. on Certain Terms. The
Company shall not in a single transaction or a series of related transactions,
consolidate or merge with or into any other Person, permit any other Person to
consolidate with or merge into the Company or convey, transfer or lease all or
substantially all of its properties and assets to any other Person, unless:

                 (a)    in case the Company shall not be the surviving entity or
the Company shall convey, transfer or lease all or substantially all of its
properties and assets to any other Person, the Person formed by such
consolidation or merger or the Person to which all or substantially all of the
properties and assets of the Company are conveyed, transferred or leased, as the
case may be, shall be a Corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and premium, if any, and interest on all
Outstanding Notes and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;

                 (b)    immediately after giving effect to any such transaction
and treating any Indebtedness that becomes an obligation of the Company or any
Subsidiary of the Company as a result of such transaction as having been
incurred by the Company or any Subsidiary of the Company at the time of such
transaction, no default or Event of Default shall have occurred and be
continuing;

                 (c)    if, as a result of any such transaction, the properties
or assets of the Company would become subject to a Lien which would not be
permitted by the covenant specified contained in Section 10.08 of this
Indenture, the Company or such successor Person, as the case may be, shall take
those steps that are necessary to secure the Notes equally and ratably with
Indebtedness secured by such Lien; and

                 (d)    the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with this Article 8 and that all conditions precedent herein
provided for relating to such transaction have been complied with.

                                       42



         Section 8.02.  Successor Corporation Substituted. Upon any
consolidation or merger by the Company with or into any other Corporation or any
conveyance, transfer or lease of all or substantially all of the properties and
assets of the Company to any other Person in accordance with Section 8.01, the
successor Corporation formed by such consolidation or merger or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Corporation has been named as the Company
herein, and thereafter, except in the case of a lease to another Person, the
predecessor Corporation shall be relieved of all obligations and covenants under
this Indenture and the Notes.

                                    ARTICLE 9

                             Supplemental Indentures

         Section 9.01.  Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

                 (a)    to evidence the succession of another Person to the
Company and the assumption by any such successor of the obligations and
covenants of the Company contained herein and in the Notes;

                 (b)    to add to the covenants of the Company for the benefit
of the Holders of the Notes or to surrender any right or power herein conferred
upon the Company under this Indenture or the Notes;

                 (c)    to add any additional Events of Default with respect to
the Notes;

                 (d)    to secure the Notes;

                 (e)    to cure any ambiguity, to correct or supplement any
provision in this Indenture or the Notes which may be inconsistent with any
other provision in this Indenture or the Notes, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided such
action shall not materially adversely affect the interests of the Holders of any
Notes then Outstanding (to be evidenced by an Opinion of Counsel); it being
understood that any such action made solely to conform this Indenture or the
Notes to the final offering memorandum provided to investors in connection with
the initial offering of the Notes by the Company will not be deemed to
materially adversely affect the interest of the Holders of any Notes;

                 (f)    to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Notes and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.10(b);

                                       43



                 (g)    to modify the Restrictive Legend; provided, however,
that any such modification shall not adversely affect the interests of the
Holders or beneficial owners of any Notes then Outstanding;

                 (h)    to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of the Notes pursuant to Article Twelve, provided that no such
supplement shall materially adversely affect the interest of the Holders of any
Notes then Outstanding; or

                 (i)    to amend or supplement any provision contained in this
Indenture or the Notes, provided that no such amendment or supplement shall
materially adversely affect the interests of the Holders of any Notes then
Outstanding (to be evidenced by an Opinion of Counsel).

         Section 9.02.  Supplemental Indentures with Consent of Holders. With
the consent of the Holders of a majority in the principal amount of the
Outstanding Notes affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Notes under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby,

                 (a)    change the Stated Maturity of the principal of, or any
installment of interest on, any such Note, or reduce the principal amount
thereof, rate of interest thereon or any amount payable upon redemption thereof,
or change any Place of Payment where, or the currency in which, the principal of
and any premium and interest on any such Note is payable, or impair the right to
institute suit for the enforcement of any payment on or with respect to any such
Note on or after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date);

                 (b)    reduce the percentage in principal amount of the
Outstanding Notes the consent of whose Holders is required to modify or amend
this Indenture or the Notes, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture; or

                 (c)    modify any of the provisions of this Section 9.02 or
Section 5.13, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby.

         It shall not be necessary for any Act of Holders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

         Section 9.03.  Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article 9 or the

                                       44



modifications thereby of the trusts created by this Indenture, the Trustee shall
be provided with and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

         Section 9.04.  Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article 9, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Notes theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

         Section 9.05.  Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article 9 shall conform to the requirements
of the Trust Indenture Act as then in effect.

         Section 9.06.  Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Notes so modified
as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.

                                   ARTICLE 10

                                    Covenants

         Section 10.01. Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of the Holders of
Notes that it will duly and punctually pay the principal of and premium, if any,
and interest on the Notes in accordance with the terms of the Notes and this
Indenture.

         Section 10.02. Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for the Notes an
office or agency where Notes may be presented or surrendered for payment, where
Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

                                       45



         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each Place of
Payment for Notes for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

         Section 10.03. Money for Note Payments to be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to the Notes, it will, on or before each due date of the principal of or
premium, if any, or interest on any of the Notes, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal, premium and interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for the
Notes, it will, on or prior to each due date of the principal of or premium, if
any, or interest on any Notes, deposit with a Paying Agent a sum sufficient to
pay such principal, premium or interest, such sum to be held as provided by the
Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

         The Company will cause each Paying Agent for the Notes other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section
10.03, that such Paying Agent will comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and:

                 (i)    hold all sums held by it for the payment of the
         principal of or premium, if any, or interest on Notes in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                 (ii)   give the Trustee notice of any default by the Company
         (or any other obligor upon the Notes) in the making of any payment, and
         in respect of the Notes, of any Event of Default; and

                 (iii)  at any time during the continuance of any such default
         or Event of Default, upon the written request of the Trustee, forthwith
         pay to the Trustee all sums so held in trust by such Paying Agent for
         payment in respect of the Notes.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                                       46



         Any money deposited with the Trustee or any Paying Agent, or received
by the Trustee (or another trustee satisfying the requirements of Section 6.08)
in respect of Government Obligations deposited with the Trustee (or such other
trustee) pursuant to Section 12.04, or then held by the Company, in trust for
the payment of the principal of or premium, if any, or interest on any Note and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, New York, or to
be mailed to such Holder, or both, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the earlier of the date of such publication or such mailing, any unclaimed
balance of such money then remaining will be repaid to the Company.

         Section 10.04. Statement by Officers as to Default.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

         Section 10.05. Existence.

         Subject to Article 8, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

         Section 10.06. Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary of the Company to be maintained
and kept in good condition, repair

                                       47



and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section 10.06
shall prevent the Company from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary of
the Company and not disadvantageous in any material respect to the Holders.

         Section 10.07. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary of the
Company or upon the income, profits or property of the Company or any Subsidiary
of the Company, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company or
any Subsidiary of the Company; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (i) whose amount, applicability or validity is being
contested in good faith by appropriate proceedings or (ii) whose amount,
together with all other such taxes, assessments, charges or claims, does not
exceed $250,000 at any one time.

         Section 10.08. Limitations on Liens.

         The Company will not at any time directly or indirectly create or
assume and will not cause or permit a Subsidiary of the Company directly or
indirectly to create or assume, otherwise than in favor of the Company or a
Wholly-Owned Subsidiary of the Company, any Lien upon (1) any Principal Facility
or any interest it may have therein, (2) any stock of any Subsidiary of the
Company or (3) any Indebtedness of any Subsidiary of the Company to the Company
or any other Subsidiary of the Company, whether now owned or hereafter acquired,
without making effective provision (and the Company covenants that in such case
it will make or cause to be made effective provision) whereby the Notes and any
other Indebtedness of the Company then entitled thereto shall be secured by such
Lien equally and ratably with any and all other obligations and Indebtedness
thereby secured, so long as any such other obligations and Indebtedness shall be
so secured; provided, however, that the foregoing covenant shall not be
applicable to the following:

                 (a)    (i) any Lien on any Principal Facility hereafter
         acquired or constructed by the Company or a Subsidiary, or on which
         such Principal Facility so constructed is located, and created prior
         to, contemporaneously with or within 360 days after, such acquisition
         or construction or the commencement of commercial operation of such
         Principal Facility to secure or provide for the payment of any part of
         the purchase or construction price of such Principal Facility, or (ii)
         the acquisition by the Company or a Subsidiary of the Company of any
         Principal Facility subject to any Lien upon such Principal Facility
         existing at the time of acquisition thereof, whether or not assumed by
         the Company or such Subsidiary of the Company, or (iii) any Lien
         existing on the property, shares of stock or indebtedness of a
         corporation at the time such corporation

                                       48



         shall become a Subsidiary of the Company, or (iv) any conditional sales
         agreement or other title retention agreement with respect to any
         Principal Facility hereafter acquired or constructed; provided that, in
         the case of clauses (i) through (iv) of this Section 10.08, such Lien
         does not spread to any Principal Facility owned prior to such
         acquisition or construction or to any other Principal Facility
         thereafter acquired or constructed other than additions to such
         acquired or constructed Principal Facility and other than property on
         which such Principal Facility so constructed is located; and provided,
         further, that if a firm commitment from a bank, insurance company or
         other lender or investor (not including the Company or, a Subsidiary or
         an Affiliate of the Company) for the financing of the acquisition or
         construction of any Principal Facility is made prior to,
         contemporaneously with or within the 360-day period hereinabove
         referred to, the applicable Lien shall be deemed to be permitted by
         this subsection (a) whether or not created or assumed within such
         period;

                 (b)    any Lien created for the sole purpose of extending,
         renewing or refunding any Lien permitted by subsection (a) of this
         Section 10.08; provided, however, that the principal amount of
         Indebtedness secured thereby shall not exceed the principal amount of
         Indebtedness so secured at the time of such extension, renewal or
         refunding and that such extension, renewal or refunding Lien shall be
         limited to all or any part of the same collateral that secured the Lien
         extended, renewed or refunded;

                 (c)    (i) Liens for taxes or assessments or governmental
         charges or levies not then due and delinquent or the validity of which
         is being contested in good faith, and against which an adequate reserve
         has been established; (ii) Liens on any Principal Facility created in
         connection with pledges or deposits to secure public or statutory
         obligations or to secure performance in connection with bids or
         contracts; (iii) materialmen's, mechanics', carrier's, workmen's,
         repairmen's or other like Lien or Liens on any Principal Facility
         created in connection with deposits to obtain the release of such
         Liens; (iv) Liens on any Principal Facility created in connection with
         deposits to secure surety, stay, appeal or customs bonds; (v) Liens
         created by or resulting from any litigation or legal proceeding which
         is currently being contested in good faith by appropriate proceedings;
         (vi) leases and Liens, rights of reverter and other possessory rights
         of the lessor thereunder; (vii) zoning restrictions, easements,
         rights-of-way or other restrictions on the use of real property or
         minor irregularities in the title thereto; and (viii) any other Liens
         and encumbrances similar to those specified in this subsection (c) the
         existence of which does not, in the opinion of the Company, materially
         impair the use by the Company or any Subsidiary of the Company of the
         affected Principal Facility in the operation of the business of the
         Company or any Subsidiary of the Company, or the value of such
         Principal Facility for the purposes of such business;

                 (d)    any contracts for production, research or development
         with or for the Government, directly or indirectly, providing for
         advance, partial or progress payments on such contracts and for a Lien,
         paramount to all other Liens, upon money advanced or paid pursuant to
         such contracts, or upon any material or supplies in connection with the
         performance of such contracts to secure such payments to the
         Government, and Liens or other evidences of interest in favor of the
         Government, paramount to all other Liens, on any equipment, tools,
         machinery, land or buildings hereafter constructed, installed or

                                       49



         purchased by the Company or any Subsidiary of the Company primarily for
         the purpose of manufacturing or producing any product or performing any
         development work, directly or indirectly, for the Government to secure
         Indebtedness incurred and owing to the Government for the construction,
         installation or purchase of such equipment, tools, machinery, land or
         buildings; it being understood that, for purposes of this subsection
         (d), "Government" shall mean the Government of the United States of
         America and any department, agency or political subdivision thereof and
         the government of any foreign country with which the Company or any of
         its Subsidiaries is permitted to do business under applicable law and
         any department, agency or political subdivision thereof;

                 (e)    any Lien created after the date of this Indenture on any
         Principal Facility leased to or purchased by the Company or any
         Subsidiary of the Company after that date and securing, directly or
         indirectly, obligations issued by a State, a territory or a possession
         of the United States, or any political subdivision of any of the
         foregoing, or the District of Columbia, to finance the cost of
         acquisition or cost of construction of such Principal Facility,
         provided that the interest paid on such obligations is entitled to be
         excluded from gross income of the recipient pursuant to Section
         103(a)(1) of the Internal Revenue Code of 1986 (or any successor to
         such provision) as in effect at the time of the issuance of such
         obligations;

                 (f)    any Lien on any Principal Facility now owned or
         hereafter acquired or constructed by the Company or any Subsidiary of
         the Company, or on which such Principal Facility so owned, acquired or
         constructed is located, to secure or provide for the payment of any
         part of the construction price or cost of improvements of such
         Principal Facility, and created prior to, contemporaneously with or
         within 360 days after, such construction or improvement; provided, that
         if a firm commitment from a bank, insurance company or other lender or
         investor (not including the Company, or a Subsidiary or an Affiliate of
         the Company) for the financing of the acquisition or construction of
         such Principal Facility is made prior to, contemporaneously with or
         within the 360-day period hereinabove referred to, the applicable Lien
         shall be deemed to be permitted by this subsection (f) whether or not
         created or assumed within such period; and

                 (g)    any Lien not otherwise permitted under this Section
         10.08; provided that the aggregate amount of Indebtedness secured by
         all such Liens plus the aggregate sale price of property involved in
         sale and leaseback transactions of one or more Principal Facilities not
         otherwise permitted except under Section 10.09(a) does not exceed 15%
         of Consolidated Stockholders' Equity.

         Section 10.09. Limitations on Sale and Leaseback Transactions.

         The Company will not, and will not permit any Subsidiary of the Company
to, sell or transfer (except to the Company or one or more of its Wholly-Owned
Subsidiaries, or both) any Principal Facility owned by it on the date of this
Indenture with the intention of taking back a lease of such property, other than
a lease for a temporary period not to exceed 36 months with the intent that the
use by the Company or such Subsidiary of the Company of such property will be
discontinued at or before the expiration of such period, unless either:

                                       50



                 (a)    the sum of the aggregate sale price of property involved
in sale and leaseback transactions not otherwise permitted under this Section
10.09 plus the aggregate amount of Indebtedness secured by all Liens not
otherwise permitted except under Section 10.08(g) does not exceed 15% of
Consolidated Stockholders' Equity; or

                 (b)    the Company, within 180 days after the sale and
leaseback transaction shall have been made by the Company or any Subsidiary of
the Company, applies an amount equal to the greater of (i) the proceeds of the
sale of the Principal Facility sold and leased back in such transaction or (ii)
the fair market value of the Principal Facility sold and leased back at the time
of entering into such transaction (which may be conclusively determined by the
Board of Directors of the Company) to the retirement of Notes or other Funded
Debt of the Company ranking on a parity with the Notes; provided, that the
amount required to be applied to the retirement of Notes or other Funded Debt of
the Company pursuant to this clause (b) shall be reduced by (1) the principal
amount of any Notes delivered within 180 days after such sale and leaseback to
the Trustee for retirement and cancellation, and (2) the principal amount of any
other Funded Debt of the Company ranking on a parity with the Notes voluntarily
retired by the Company within 180 days after such sale and leaseback, whether or
not any such retirement of Funded Debt shall be specified as being made pursuant
to this clause (b). Notwithstanding the foregoing, no retirement of Funded Debt
referred to in this clause (b) may be effected by payment at maturity or
pursuant to any mandatory sinking fund payment or any mandatory prepayment
provisions.

         Section 10.10. Waiver of Certain Covenants.

         The Company may, with respect to the Notes, omit in any particular
instance to comply with any term, provision or condition set forth in any
covenant provided pursuant to Section 9.01(b) for the benefit of the Holders of
Notes or in any of Sections 10.06 to 10.09, inclusive, if before the time for
such compliance the Holders of a majority in principal amount of the Outstanding
Notes shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                                   ARTICLE 11

                               Redemption of Notes

         Section 11.01. Terms.

         The Company may, at its option, redeem the Notes, in whole or from time
to time in part, prior to June 27, 2008, at a Redemption Price equal to the
greater of (i) 100% of the principal amount of Notes to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal of
and interest on the Notes to be redeemed (exclusive of unpaid interest accrued
thereon to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year of twelve 30-day months) at the
Treasury Rate plus

                                       51



15 basis points, plus, in each case, unpaid interest on the Notes to be redeemed
accrued to the Redemption Date.

         In the case of any redemption of the Notes, interest installments whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Notes at the close of business on the relevant Regular Record
Date. Notes (or portions thereof) for whose redemption provision is made in
accordance with this Indenture shall cease to bear interest from and after the
Redemption Date.

         Section 11.02. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Notes shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company of
less than all the Notes, the Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
acceptable to the Trustee), notify the Trustee of such Redemption Date and the
principal amount of the Notes to be redeemed.

         Section 11.03. Selection by Trustee of Notes to be Redeemed.

         If less than all the Notes are to be redeemed pursuant to Section
11.01, the particular Notes to be redeemed shall be selected, not more than 90
days prior to the Redemption Date, by the Trustee from among the Outstanding
Notes not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for the Notes or any
integral multiple thereof) of the principal amount of the Notes of a
denomination larger than the minimum authorized denomination for the Notes.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Notes selected for partial
redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Notes shall relate, in
the case of any Notes redeemed or to be redeemed only in part, to the portion of
the principal amount of such Notes which has been or is to be redeemed.

         Section 11.04. Notice of Redemption. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Notes to be
redeemed. Failure to give notice by mailing in the manner herein provided to the
Holder of any Notes designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other Notes or portion thereof.

         All notices of redemption shall state:

                 (i)    the Redemption Date;

                 (ii)   the Redemption Price;

                                       52



                 (iii)  the aggregate principal amount of the Notes to be
         redeemed;

                 (iv)   if less than all of the Outstanding Notes are to be
         redeemed, the identification (and, in the case of partial redemption,
         the portions of the principal amounts) of the particular Notes to be
         redeemed;

                 (v)    that on the Redemption Date the Redemption Price will
         become due and payable upon each such Note to be redeemed and that
         interest thereon will cease to accrue on and after said date;

                 (vi)   the place or places where such Notes are to be
         surrendered for payment of the Redemption Price;

                 (vii)  the CUSIP numbers of such Notes, if any (or any other
         numbers used by the Depositary to identify such Notes); and

                 (viii) that, unless the Company defaults in paying the
         Redemption Price, interest will cease to accrue on the Notes called for
         redemption on the Redemption Date.

         Notice of redemption of Notes to be redeemed shall be given by the
Company or, on Company Request, by the Trustee at the expense of the Company.

         Section 11.05. Deposit of Redemption Price. On or before any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of all the Notes which are to be redeemed on that date.

         Section 11.06. Notes Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Notes so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Notes shall cease to bear interest. Upon
surrender of any such Note for redemption in accordance with said notice, such
Note shall be paid by the Company at the Redemption Price; provided, however,
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Notes, or one or more
Predecessor Notes, registered as such at the close of business on the relevant
Regular Record Dates according to their terms.

         If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal thereof shall, until paid, bear interest
from the Redemption Date at the rate borne by the Note.

         Section 11.07. Notes Redeemed In Part.

         Any Note which is to be redeemed only in part shall be surrendered at
an office or agency in accordance with the notice of redemption (with, if the
Company or the Trustee shall so require, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or other appropriate person), and

                                       53



the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Note, without service charge, a new Note or Notes of any
authorized denominations as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered.

                                   ARTICLE 12

                       Defeasance and Covenant Defeasance

         Section 12.01. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may at its option, at any time, with respect to the
Notes, elect to have either Section 12.02 or Section 12.03 be applied to the
Outstanding Notes upon compliance with the conditions set forth below in this
Article 12.

         Section 12.02. Defeasance and Discharge. Upon the Company's exercise of
the above option applicable to this Section 12.02, the Company shall be deemed
to have been discharged from their respective obligations with respect to the
Outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "defeasance").

         For this purpose, defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the Outstanding
Notes and to have satisfied all its other obligations under such Notes and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder:

                 (a)    the rights of Holders of Outstanding Notes to receive,
solely from the trust fund described in Section 12.04 and as more fully set
forth in such Section 12.04, payments in respect of the principal of and
premium, if any, and interest on such Notes when such payments are due;

                 (b)    the Company's obligations with respect to such Notes
under Sections 3.04, 3.05, 3.07, 6.07, 10.02 and 10.03;

                 (c)    the rights, powers, trusts, duties and immunities and
other provisions in respect of the Trustee hereunder; and

                 (d)    this Article 12.

         Subject to compliance with this Article 12, the Company may exercise
its option under this Section 12.02 notwithstanding the prior exercise of its
option under Section 12.03 with respect to the Notes.

         Section 12.03. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section 12.03, the Company shall be released
from its obligations under Sections 10.06, 10.07, 10.08 and 10.09 with respect
to the Outstanding Notes on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance").

                                       54



         For this purpose, covenant defeasance means that, with respect to the
Outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Notes shall be unaffected thereby. Following a covenant
defeasance, payment of the Notes may not be accelerated because of an Event of
Default under Section 5.01(d) relating thereto.

         Section 12.04. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 12.02 or
Section 12.03 to the Outstanding Notes.

                 (a)    The Company shall irrevocably have deposited or caused
to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.08 who shall agree to comply with the provisions of this Article
Twelve applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Notes, (A) an amount in Dollars, or (B)
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, no
later than one Business Day prior to the due date of any payment, money in an
amount, or (C) a combination thereof, sufficient, without reinvestment, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of and premium, if any, and
interest on all Outstanding Notes on the Stated Maturity therefor in accordance
with the terms of this Indenture and such Notes. Before such a deposit, the
Company may make arrangements satisfactory to the Trustee for the redemption of
any Notes at a future date in accordance with any redemption provisions relating
to such Notes, which shall be given effect in applying the foregoing.

                 (b)    No default or Event of Default with respect to the Notes
shall have occurred and be continuing on the date of such deposit and, with
respect to defeasance only, at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).

                 (c)    Such defeasance or covenant defeasance shall not cause
the Trustee for the Notes to have a conflicting interest for purposes of the
Trust Indenture Act.

                 (d)    Such defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default under, this Indenture or
any other agreement or instrument to which the Company or any Subsidiary of the
Company is a party or by which any of them are bound.

                 (e)    In the case of an election under Section 12.02, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of this Indenture there has been
a change in the applicable U.S. federal income tax law, in either case to

                                       55



the effect that, and based thereon such opinion shall confirm that, the Holders
of the Outstanding Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not occurred.

                 (f)    In the case of an election under Section 12.03, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Outstanding Notes will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of such covenant
defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
covenant defeasance had not occurred.

                 (g)    Such defeasance or covenant defeasance shall be effected
in compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Article 9.

                 (h)    The Company shall have delivered to the Trustee an
Officers' Certificate or an Opinion of Counsel, stating that all conditions
precedent provided for in the Indenture relating to either the defeasance under
Section 12.02 or the covenant defeasance under Section 12.03 (as the case may
be) have been complied with.

         Section 12.05. Deposited Money and Government Obligations to be Held in
Trust; Other Miscellaneous Provisions. Subject to the provisions of the last two
paragraphs of Section 10.03, all money and Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee --
collectively, for purposes of this Section, the "Trustee") pursuant to Section
12.04 in respect of the Outstanding Notes shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this Indenture,
to the payment, either directly or through any Paying Agent (but not including
the Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Notes, of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 12.04 or the principal, premium, if any, and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding.

         Anything in this Article 12 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
12.04 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance.

                                       56



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                                FISERV, INC., Issuer
Attest:

By: /s/ Charles W. Sprague                      By: /s/Leslie M. Muma
    ----------------------------------------        ----------------------------
    Name: Charles W. Sprague                        Name:  Leslie M. Muma
    Title: Executive Vice President, General        Title:  President and Chief
             Counsel, Chief Administrative                    Executive Officer
             Officer and Secretary
                                                BNY MIDWEST TRUST COMPANY,
                                                 as Trustee


                                                By: /s/ Roxane Ellwanger
                                                    ----------------------------
                                                    Name:  Roxane Ellwanger
                                                    Title: Assistant Vice
                                                           President

                                       57



                                                                       EXHIBIT A

                                  FORM OF NOTE

[If this a Rule 144A Global Note or a Restricted Certificated Note, add the
following Restrictive Legend: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF THAT REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS
ACQUISITION HEREOF, THE HOLDER OF THIS NOTE AND BENEFICIAL OWNERS OF INTERESTS
HEREIN EACH (1) REPRESENTS THAT IT IS (A) A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) (A "QIB"), (B) ONLY
IN THE CASE OF CLAUSE (E) BELOW, AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF SUBPARAGRAPHS (a)(1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE
SECURITIES ACT (AN "IAI") THAT IS ACQUIRING THIS NOTE OR INTEREST FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER IAI FOR INVESTMENT AND NOT WITH A VIEW TO,
OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (C) ONLY IN THE CASE OF CLAUSE (D) BELOW, A PERSON THAT, AT
THE TIME THE BUY ORDER WAS ORIGINATED, WAS OUTSIDE THE UNITED STATES AND WAS NOT
A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON) WITHIN THE MEANING OF REGULATION S ("REGULATION S") UNDER THE SECURITIES
ACT, (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR INTEREST
PRIOR TO THE DATE WHICH IS THE LATER OF (X) TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH FISERV, INC. OR ANY
"AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF FISERV, INC.
WAS THE OWNER OF THIS NOTE OR INTEREST (OR ANY PREDECESSOR OF THIS NOTE OR
INTEREST) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW
(THE "RESALE RESTRICTION TERMINATION DATE"), EXCEPT (A) TO FISERV, INC., (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QIB THAT PURCHASES THIS NOTE
OR INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB, IN EACH CASE
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF,
AND IN ACCORDANCE WITH, REGULATION S, (E) TO AN IAI THAT IS ACQUIRING THIS NOTE
OR INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER IAI FOR INVESTMENT
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE

                                       A-1



REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING RULE 144 UNDER THE
SECURITIES ACT), SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF
LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF THE APPLICABLE
INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO
COMPLIANCE WITH THE SECURITIES LAWS OF ANY APPLICABLE STATE OF THE UNITED STATES
OR OTHER JURISDICTION, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE OR INTEREST IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.] [Include in Certificated Notes ; PROVIDED THAT FISERV, INC. AND
THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY OFFER, SALE OR TRANSFER OF THIS
NOTE PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM, AND TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO FISERV,
INC. AND THE TRUSTEE]. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE
TRANSFER OF THIS NOTE OR INTEREST PURSUANT TO CLAUSE 2(B) ABOVE OR UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[Include In Global Notes: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE OR ANY PORTION HEREOF IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER AND HOLDER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF OR BY DTC
OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.]

                                       A-2



REGISTERED                                      Principal Amount $__________
No. ______________                              as revised by the Schedule of
                                                Changes in Outstanding Principal
CUSIP NO. _________                             Amount attached hereto as
                                                 Schedule 1

                                  FISERV, INC.

                                __% NOTE DUE 20__

         Fiserv, Inc., a Wisconsin corporation (the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay Cede & Co., c/o The
Depository Trust Company, 55 Water Street, New York, New York 10041, or
registered assigns, the principal sum of ________________ ($________________ )
as revised by the Schedule of Changes in Outstanding Principal Amount attached
hereto as Schedule 1 hereto on _____________, 20__ (the "Stated Maturity Date"),
unless this Note is redeemed on a Redemption Date (as defined on the reverse
hereof) prior to the Stated Maturity Date in accordance with the provisions
specified on the reverse hereof (such Stated Maturity Date or any Redemption
Date is referred to herein as the "Maturity Date" with respect to the principal
repayable on such date), and to pay interest on the outstanding principal amount
of this Note from _______, 2003 or, if applicable, the most recent "Interest
Payment Date" to which interest has been paid or duly made available for
payment, semi-annually in arrears on _______ and _______ of each year,
commencing _______ , [2003], and, if applicable, on the Maturity Date, at the
rate of __% per annum, until the principal hereof is paid or duly made available
for payment, provided that if any Registration Default with respect to this Note
occurs under, and within the meaning of, the Registration Rights Agreement, then
the per annum interest rate on this Note will increase for the period from the
occurrence of such Registration Default until such time as no Registration
Default is in effect with respect to this Note (at which time the per annum
interest rate will be reduced to ___%) at a per annum rate of 0.25% for the
first 90-day period following the occurrence of such Registration Default and by
an additional 0.25% thereafter (up to a maximum of 0.50%).

         The interest so payable, and punctually paid or duly made available for
payment, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the "Regular Record Date" for such
interest, which shall be the _____ or _____ (whether or not a Business Day), as
the case may be, immediately preceding such Interest Payment Date [if this Note
is an Original Note, then insert - ; provided that any unpaid interest
(including any Additional Interest (as defined in the Registration Rights
Agreement) payable upon the occurrence of a Registration Default) accrued on
this Note upon the issuance of an Exchange Note in exchange for this Note shall
cease to be payable to the Holder hereof and shall be payable on the next
succeeding Interest Payment Date to the Holder thereof on the related Regular
Record Date.] Any such interest not so punctually paid or duly made available
for payment shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or one
or more Predecessor Notes) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee referred to on the reverse hereof, notice of which shall be given to
Holders of Notes not less than 10 days prior to such Special Record Date, or be
paid at

                                       A-3



any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture.

         Interest payments on this Note will be computed and paid on the basis
of a 360-day year of twelve 30-day months. Interest payable on this Note on any
Interest Payment Date and, if applicable, on the Maturity Date will include
interest accrued from and including the most recent Interest Payment Date to
which interest has been paid or duly made available for payment (or
_________________, 2003, if no interest has been paid or been duly made
available for payment) on this Note to but excluding such Interest Payment Date
or the Maturity Date, as the case may be.

         The principal of and premium, if any, and interest, if any, on this
Note payable on the Maturity Date will be paid against presentation of this Note
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York (the "Place of Payment"). The Company
hereby appoints ___________ as Paying Agent for the Notes where Notes may be
presented or surrendered for payment or transfer or exchange and where notices,
designations or requests in respect of payments with respect to the Notes may be
served.

         If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day (as defined below), principal, premium, if any, or
interest payable with respect to such Interest Payment Date or the Maturity
Date, as the case may be, will be paid on the next succeeding Business Day with
the same force and effect as if it were paid on the date such payment was due,
and no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date or the Maturity Date, as the case may be, to
such next succeeding Business Day. "Business Day" means any day other than
Saturday, Sunday or other day on which banking institutions in The City of New
York are obligated or authorized by law, regulation or executive order to close.

         Payments in respect of this Note will be made by the Company in
immediately available funds in such currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                       A-4



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                                FISERV, INC.


                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

Attest:

By:
    ----------------------------------------
    Name:
    Title:

                                       A-5



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Notes of the series designated therein referred to
in the Indenture.

BNY Midwest Trust Company,
 as Trustee

By:
    ----------------------------------------
       Authorized Signatory

Dated:
       -----------------------------------

                                       A-6



                            [FORM OF REVERSE OF NOTE]

                                  FISERV, INC.

                               ____% NOTE DUE 20__

         This Note is one of a duly authorized issue of senior debt securities
of the Company issued under an Indenture, dated as of __________ __, 20__ (the
"Indenture"), among the Company and BNY Midwest Trust Company, as Trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which senior debt securities are, and are to be,
authenticated and delivered thereunder. This Note is one of the duly authorized
series of senior debt securities of the Company designated as "__% Notes due
20__" (the "Notes"), and the aggregate principal amount of the Notes to be
issued under such series is initially limited to $___________ (subject to the
provisions of the Indenture). Capitalized terms used herein but not defined have
the meanings ascribed to such terms in the Indenture.

         In case an Event of Default with respect to the Notes shall occur and
be continuing, the principal of the Notes may, and in certain cases shall, be
accelerated in the manner and with the effect provided in the Indenture.

         This Note will be redeemable, in whole or in part, at the option of the
Company at any time or from time to time on a date fixed for redemption therefor
(a "Redemption Date") at a redemption price equal to the greater of (i) 100% of
the principal amount of this Note to be redeemed and (ii) as determined by the
Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal of and interest on this Note or the portion
hereof to be redeemed (not including any unpaid interest accrued thereon to such
Redemption Date), discounted to such Redemption Date semiannually (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus __
basis points, plus, in the case of each of clause (i) and (ii) above, unpaid
interest accrued thereon to the Redemption Date (collectively, the "Redemption
Price"). Notwithstanding the foregoing, the Company will pay any interest
installment due on an Interest Payment Date that occurs on or before a
Redemption Date to the Holder of this Note as of the close of business on the
Regular Record Date immediately preceding such Interest Payment Date.

         Written notice of any redemption will be mailed to the Holder of this
Note at least 30 days but not more than 60 days prior to the Redemption Date.
Unless the Company defaults in payment of the Redemption Price, on and after the
Redemption Date, interest will cease to accrue on this Note or the portion
hereof called for redemption.

         If less than all of the Notes are to be redeemed by the Company, the
Trustee will elect, in such manner as it deems fair and appropriate, the Notes
to be redeemed in whole or in part.

         This Note may not be repaid at the option of the Holder hereof prior to
the Stated Maturity Date and is not subject to, or entitled to the benefit of,
any sinking fund.

                                       A-7



         The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Note or (ii) certain respective covenants and Events
of Default with respect to this Note, in each case upon compliance with certain
conditions set forth therein.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes at any time by the Company
and the Trustee with the consent of the Holders a majority in the principal
amount of the Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note or
Notes issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the times, places and rate, and in the currency, herein
prescribed.

         As provided in the Indenture and subject to certain limitations herein
and therein set forth, the transfer of this Note is registrable in the Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in the Place of Payment, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Notes, of any authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         As provided in the Indenture and subject to certain limitations herein
and therein set forth, this Note is exchangeable for the same aggregate
principal amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same.

         The Notes are issuable only in fully registered form without interest
coupons in denominations of $1,000 and any integral multiple of $1,000 in excess
thereof.

         No service charge shall be made for any registration of transfer or
exchange, but the Company may, in certain cases, require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner and Holder hereof for
all purposes, whether or not this Note be overdue, and none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.

                                       A-8



         This Note shall be governed by, and construed in accordance with, the
laws of the State of New York, including Section 5-1401 of the New York General
Obligations Law, but otherwise without regard to the conflict of law rules of
such State.

         All capitalized terms used but not defined in this Note that are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

                                       A-9



                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM        as tenants in common

         TEN ENT        as tenants by the entireties

         JT TEN         as joint tenants with right of survivorship and not as
                        tenants in common

         UNIF GIFT MIN ACT ______________ Custodian ____________________
                              (Cust)                       (Minor)

                        under Uniform Gifts to Minors Act

                        _________________________________________________
                                             (State)

         Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________

         PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________

         Please Print or Type Name and Address including Postal Zip Code of
Assignee: ______________________________________________________________________
________________________________________________________________________________

         the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________________________________________________
________________________________________________________________________________

         to transfer said Note on the books of the Company, with full power of
substitution in the premises.

         Dated:
                 ---------------------------

         Signature Guaranteed

- -------------------------------------
NOTICE:  Signature must be guaranteed   NOTICE: The signature to this assignment
by a member firm of the New York Stock  must correspond with the name as written
Exchange or a commercial bank or trust  upon the face of the within Note in
company.                                every particular, without alteration or
                                        enlargement or any change whatever.

                                      A-10



         [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL RESTRICTED CERTIFICATED
NOTES ONLY.]

         In connection with any transfer of this Note occurring prior to the
Resale Restriction Termination Date, the undersigned Holder confirms that
without utilizing any general solicitation or general advertising that:

                                   [Check one]

[ ]      (a)     Such Note is being transferred by the undersigned Holder to
                 Fiserv, Inc.
                                       or

[ ]      (b)     Such Note is being transferred by the undersigned Holder
                 pursuant to an effective registration statement under the U.S.
                 Securities Act of 1933.

                                       or

[ ]      (c)     Such Note is being transferred by the undersigned Holder to a
                 person reasonably believed to be a "qualified institutional
                 buyer," as defined in Rule 144A under the U.S. Securities Act
                 of 1933, for its own account or for the account of another
                 qualified institutional buyer, pursuant to the exemption from
                 registration under the U.S. Securities Act of 1933 provided by
                 Rule 144A thereunder, and to whom notice is given that the
                 transfer is being made in reliance upon Rule 144A.

                                       or

[ ]      (d)     Such Note is being transferred by the undersigned Holder to a
                 person reasonably believed not to be a U.S. person, as defined
                 in Regulation S under the U.S. Securities Act of 1933, in an
                 "offshore transaction," as defined in Regulation S under the
                 U.S. Securities Act of 1933, pursuant to the exemption from, or
                 in a transaction not subject to, registration under the U.S.
                 Securities Act of 1933.

                                       or

[ ]      (e)     Such Note is being transferred by the undersigned Holder in a
                 minimum aggregate principal amount of $100,000 to an
                 institutional investor reasonably believed to be an "accredited
                 investor," as defined in Rule 501(a)(1), 2), (3), (7) or (8)
                 under the U.S. Securities Act of 1933, for its own account or
                 as a fiduciary or agent for others (each of which is also such
                 an institutional accredited investor), for investment purposes
                 and not with a view to, or for offer or sale in connection
                 with, any distribution in violation of the U.S. Securities Act
                 of 1933.

                                       or

[ ]      (f)     Such Note is being transferred pursuant to any other available
                 exemption from the registration requirements of the U.S.
                 Securities Act of 1933 (including Rule 144 under the Securities
                 Act).

                                      A-11



         If any transfer of this Note is proposed to be made pursuant to clause
(d), (e) or (f) above prior to the Resale Restriction Termination Date, the
Company and the Trustee reserve the right to require the delivery of an opinion
of counsel, certifications and/or other information satisfactory to them.

                                      A-12



                                                                      Schedule 1

               SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

         This is a Global Note within the meaning of the Indenture. The
following notations in respect of changes in the outstanding principal amount of
this Global Note have been made:

          INITIAL PRINCIPAL     CHANGE IN OUTSTANDING      NEW         NOTATION
DATE      AMOUNT                PRINCIPAL AMOUNT           BALANCE     MADE BY
- -------   -------------------   ------------------------   ---------   ---------

                                      A-13

EX-4.2

                                                                     EXHIBIT 4.2

        UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN
EXCHANGE FOR THIS NOTE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER AND HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED                                         Principal Amount $_______,000
No. R-                                             as revised by the Schedule of
                                                Changes in Outstanding Principal
CUSIP NO. 337738 AE 8                       Amount attached hereto as Schedule 1

                                  FISERV, INC.

                                3% NOTE DUE 2008

        Fiserv, Inc., a Wisconsin corporation (the "Company"), which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay Cede & Co., c/o The
Depository Trust Company, 55 Water Street, New York, New York 10041, or
registered assigns, the principal sum of ______________________ Dollars
($_______,000) as revised by the Schedule of Changes in Outstanding Principal
Amount attached hereto as Schedule 1 on June 27, 2008 (the "Stated Maturity
Date"), unless this Note is redeemed on a Redemption Date (as defined on the
reverse hereof) prior to the Stated Maturity Date in accordance with the
provisions specified on the reverse hereof (such Stated Maturity Date or any
Redemption Date is referred to herein as the "Maturity Date" with respect to the
principal repayable on such date), and to pay interest on the outstanding
principal amount of this Note from June 27, 2003 or, if applicable, the most
recent "Interest Payment Date" to which interest has been paid or duly made
available for payment, semi-annually in arrears on June 27 and December 27 of
each year, commencing December 27, 2003, and, if applicable, on the Maturity
Date, at the rate of 3% per annum, until the principal hereof is paid or duly
made available for payment.

        The interest so payable, and punctually paid or duly made available for
payment, on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the "Regular Record Date" for such
interest, which shall be the June 12 or December 12 (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date. Any
such interest not so punctually paid or duly made available for payment shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee referred to on the
reverse hereof, notice of which shall be given to Holders of Notes not



less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.

        Interest payments on this Note will be computed and paid on the basis of
a 360-day year of twelve 30-day months. Interest payable on this Note on any
Interest Payment Date and, if applicable, on the Maturity Date will include
interest accrued from and including the most recent Interest Payment Date to
which interest has been paid or duly made available for payment (or June 27,
2003, if no interest has been paid or been duly made available for payment) on
this Note to but excluding such Interest Payment Date or the Maturity Date, as
the case may be.

        The principal of and premium, if any, and interest, if any, on this Note
payable on the Maturity Date will be paid against presentation of this Note at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York (the "Place of Payment"). The Company hereby
appoints BNY Midwest Trust Company as Paying Agent for the Notes where Notes may
be presented or surrendered for payment or transfer or exchange and where
notices, designations or requests in respect of payments with respect to the
Notes may be served.

        If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day (as defined below), principal, premium, if any, or interest
payable with respect to such Interest Payment Date or the Maturity Date, as the
case may be, will be paid on the next succeeding Business Day with the same
force and effect as if it were paid on the date such payment was due, and no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or the Maturity Date, as the case may be, to such
next succeeding Business Day. "Business Day" means any day other than Saturday,
Sunday or other day on which banking institutions in The City of New York are
obligated or authorized by law, regulation or executive order to close.

        Payments in respect of this Note will be made by the Company in
immediately available funds in such currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts.

        Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

        Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                        2



        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                         FISERV, INC.

                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:
Attest:

By:
   ---------------------------------
   Name:
   Title:

                                        3



                          CERTIFICATE OF AUTHENTICATION

        This is one of the Notes of the series designated therein referred to in
the Indenture.

BNY Midwest Trust Company, as Trustee

By:
   ---------------------------------
   Authorized Signatory

Dated:

                                        4



                                 REVERSE OF NOTE

                                  FISERV, INC.

                                3% NOTE DUE 2008

        This Note is one of a duly authorized issue of senior debt securities of
the Company issued under an Indenture, dated as of June 27, 2003 (the
"Indenture"), among the Company and BNY Midwest Trust Company, as Trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which senior debt securities are, and are to be,
authenticated and delivered thereunder. This Note is one of the duly authorized
series of senior debt securities of the Company designated as "3% Notes due
2008" (the "Notes"), and the aggregate principal amount of the Notes to be
issued under such series is initially limited to $100,000,000 (subject to the
provisions of the Indenture). Capitalized terms used herein but not defined have
the meanings ascribed to such terms in the Indenture.

        In case an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may, and in certain cases shall, be
accelerated in the manner and with the effect provided in the Indenture.

        This Note will be redeemable, in whole or in part, at the option of the
Company at any time or from time to time on a date fixed for redemption therefor
(a "Redemption Date") at a redemption price equal to the greater of (i) 100% of
the principal amount of this Note to be redeemed and (ii) as determined by the
Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal of and interest on this Note or the portion
hereof to be redeemed (not including any unpaid interest accrued thereon to such
Redemption Date), discounted to such Redemption Date semiannually (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points, plus, in the case of each of clause (i) and (ii) above, unpaid
interest accrued thereon to the Redemption Date (collectively, the "Redemption
Price"). Notwithstanding the foregoing, the Company will pay any interest
installment due on an Interest Payment Date that occurs on or before a
Redemption Date to the Holder of this Note as of the close of business on the
Regular Record Date immediately preceding such Interest Payment Date.

        Written notice of any redemption will be mailed to the Holder of this
Note at least 30 days but not more than 60 days prior to the Redemption Date.
Unless the Company defaults in payment of the Redemption Price, on and after the
Redemption Date, interest will cease to accrue on this Note or the portion
hereof called for redemption.

        If less than all of the Notes are to be redeemed by the Company, the
Trustee will elect, in such manner as it deems fair and appropriate, the Notes
to be redeemed in whole or in part.

        This Note may not be repaid at the option of the Holder hereof prior to
the Stated Maturity Date and is not subject to, or entitled to the benefit of,
any sinking fund.

                                        5



        The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Note or (ii) certain respective covenants and Events
of Default with respect to this Note, in each case upon compliance with certain
conditions set forth therein.

        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes at any time by the Company
and the Trustee with the consent of the Holders a majority in the principal
amount of the Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note or
Notes issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the times, places and rate, and in the currency, herein
prescribed.

        As provided in the Indenture and subject to certain limitations herein
and therein set forth, the transfer of this Note is registrable in the Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in the Place of Payment, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Notes, of any authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

        As provided in the Indenture and subject to certain limitations herein
and therein set forth, this Note is exchangeable for the same aggregate
principal amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same.

        The Notes are issuable only in fully registered form without interest
coupons in denominations of $1,000 and any integral multiple of $1,000 in excess
thereof.

        No service charge shall be made for any registration of transfer or
exchange, but the Company may, in certain cases, require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

        Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner and Holder hereof for
all purposes, whether or not this Note be overdue, and none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.

                                        6



        This Note shall be governed by, and construed in accordance with, the
laws of the State of New York, including Section 5-1401 of the New York General
Obligations Law, but otherwise without regard to the conflict of law rules of
such State.

                                        7



                                                                      Schedule 1

               SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

        This is a Global Note within the meaning of the Indenture. The following
notations in respect of changes in the outstanding principal amount of this
Global Note have been made:

          INITIAL PRINCIPAL      CHANGE IN OUTSTAND          NEW      NOTATION
DATE            AMOUNT            PRINCIPAL AMOUNT         BALANCE     MADE BY
- ------    -----------------      ------------------        -------    ---------

                                        8

EX-4.3

                                                                  EXECUTION COPY

                                                                     EXHIBIT 4.3

================================================================================

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 27, 2003

                                  by and among

                                  FISERV, INC.

                                       and

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED
                                       AND
                          THE OTHER INITIAL PURCHASERS
                               REFERRED TO HEREIN

                            as the Initial Purchasers

================================================================================



                          REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of June
27, 2003 by and among FISERV, INC., a Wisconsin corporation (the "Company"), and
MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and the
other parties referred to in Annex A hereto (each, an "Initial Purchaser" and
collectively, the "Initial Purchasers").

        This Agreement is made in accordance with the Purchase Agreement dated
June 24, 2003 (the "Purchase Agreement") by and among the Company and the
Initial Purchasers, which provides for, among other things, the sale by the
Company to the Initial Purchasers of $100,000,000 aggregate principal amount of
the Company's 3% Notes due 2008 (the "Notes"). In order to induce the Initial
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the Initial Purchasers' obligations thereunder, the Company has
agreed to provide to the Initial Purchasers and their respective direct and
indirect transferees and assigns the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
closing under the Purchase Agreement.

        In consideration of the foregoing, the parties hereto agree as follows:

        1.      Definitions. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

        "Additional Interest" shall have the meaning set forth in Section 2(e)
hereof.

        "Advice" shall have the meaning set forth in the last paragraph of
Section 3 hereof.

        "Affiliate" shall have the same meaning as given to that term in Rule
405 under the Securities Act or any successor rule thereunder.

        "Applicable Period" shall have the meaning set forth in Section 3(u)
hereof.

        "Business Day" shall mean any day other than a Saturday, a Sunday, or a
day on which banking institutions in The City of New York are authorized or
required by law, executive order or regulation to remain closed.

        "Closing Time" shall mean the Closing Time as defined in the Purchase
Agreement.

        "Commission" shall mean the Securities and Exchange Commission.

        "Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and assigns permitted under
the Indenture.

        "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; provided, however, that such depositary
must have an address in the Borough of Manhattan, in The City of New York.



        "Effectiveness Period" shall have the meaning set forth in Section 2(b)
hereof.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations of the Commission
promulgated thereunder.

        "Exchange Offer" shall mean the offer by the Company to the Holders to
exchange all of the Registrable Notes (other than Private Exchange Notes) for a
like amount of Exchange Notes pursuant to Section 2(a) hereof.

        "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

        "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Commission Form S-4 (or, if applicable, on another
appropriate form) covering the Exchange Offer, and all amendments and
supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein.

        "Exchange Period" shall have the meaning set forth in Section 2(a)
hereof.

        "Exchange Notes" shall mean the 3% Notes due 2008 of the Company to be
issued under the Indenture with terms identical to the Notes (except that (i)
interest thereon shall accrue from the last date to which interest has been paid
or duly made available for payment on the Notes or, if no such interest has been
paid or duly made available for payment, from the Issue Date, (ii) provisions
relating to an increase in the stated rate of interest thereon upon the
occurrence of a Registration Default shall be eliminated, and (iii) the transfer
restrictions and legends relating to restrictions on ownership and transfer
thereof without registration under the Securities Act shall be eliminated) and
offered to Holders of Registrable Notes in exchange for Registrable Notes
pursuant to the Exchange Offer.

        "Holder" shall mean, as the context requires, (i) the Initial
Purchasers, for so long as they own any Registrable Notes, and each of their
respective successors, assigns and direct and indirect transferees who become
registered holders of Registrable Notes under the Indenture and (ii) each
Participating Broker-Dealer that holds Exchange Notes, for so long as such
Participating Broker-Dealer is required to deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes.

        "Indenture" shall mean the Indenture, dated as of June 27, 2003, between
the Company, as issuer, and BNY Midwest Trust Company, as trustee, as the same
may be amended or supplemented from time to time in accordance with the terms
thereof.

        "Initial Purchaser" or "Initial Purchasers" shall have the meaning set
forth in the preamble to this Agreement.

        "Inspectors" shall have the meaning set forth in Section 3(o) hereof.

        "Issue Date" shall mean June 27, 2003, the date of original issuance of
the Notes.

                                        2



        "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Registrable Notes outstanding; provided, however, that
whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Company
or any of its Affiliates shall be disregarded in determining whether such
consent or approval was given by the Holders of such required percentage.

        "NASD" shall mean National Association of Securities Dealers, Inc.

        "Notes" shall have the meaning set forth in the preamble to this
Agreement.

        "Participating Broker-Dealer" shall have the meaning set forth in
Section 3(u) hereof.

        "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, joint venture, limited liability company, or a
government or agency or political subdivision thereof.

        "Private Exchange" shall have the meaning set forth in Section 2(a)
hereof.

        "Private Exchange Notes" shall have the meaning set forth in Section
2(a) hereof.

        "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Notes covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all documents incorporated by reference therein.

        "Purchase Agreement" shall have the meaning set forth in the preamble to
this Agreement.

        "Records" shall have the meaning set forth in Section 3(o) hereof.

        "Registrable Notes" shall mean the Notes and, if issued, the Private
Exchange Notes; provided, however, that Notes or Private Exchange Notes, as the
case may be, shall cease to be Registrable Notes when (i) a Registration
Statement with respect to such Notes or Private Exchange Notes for the exchange
or resale thereof, as the case may be, shall have been declared effective under
the Securities Act and such Notes or Private Exchange Notes, as the case may be,
shall have been disposed of pursuant to such Registration Statement, (ii) such
Notes or Private Exchange Notes, as the case may be, shall have been sold to the
public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, (iii) such Notes or Private Exchange Notes,
as the case may be, shall have ceased to be outstanding or (iv) with respect to
the Notes, such Notes shall have been exchanged for Exchange Notes upon
consummation of the Exchange Offer and are thereafter freely tradeable by the
holder thereof (other than an Affiliate of the Company).

        "Registration Default" shall have the meaning set forth in Section 2(e)
hereof.

                                        3



        "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all Commission or NASD registration and filing fees,
including, if applicable, the reasonable fees and expenses of any "qualified
independent underwriter" (and its counsel) that is required to be retained by
any Holder of Registrable Notes in accordance with the rules and regulations of
the NASD, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements
of one counsel for all underwriters or Holders as a group in connection with
blue sky qualification of any of the Exchange Notes or Registrable Notes) and
compliance with the rules of the NASD, (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus and any amendments or supplements
thereto, and in preparing or assisting in preparing, printing and distributing
any underwriting agreements, securities sales agreements or other similar
agreements, certificates representing the Notes, Private Exchange Notes (if any)
or Exchange Notes and other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) the fees and
disbursements of counsel for the Company and of the independent certified public
accountants of the Company or for any other Person, business or assets whose
financial statements are included in any Registration Statement or Prospectus,
including the expenses of any "cold comfort" letters required by or incident to
the performance of and compliance with this Agreement, (vi) the reasonable fees
and expenses of the Trustee, any registrar, the Depositary, any paying agent,
any escrow agent or any custodian, in each case including fees and disbursements
of their respective counsel, (vii) the reasonable fees and expenses of any
special experts retained by the Company in connection with any Registration
Statement, (viii) all fees and expenses incurred in connection with the listing,
if any, of the Notes, Private Exchange Notes (if any) or Exchange Notes on any
securities exchange or exchanges or on any quotation system and (ix) all fees
and disbursements relating to the qualification of the Indenture under the TIA.

        "Registration Statement" shall mean any registration statement of the
Company which covers the Exchange Offer or the resale of the Registrable Notes
pursuant to the provisions of this Agreement (including, without limitation, any
Exchange Offer Registration Statement and any Shelf Registration Statement), and
all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all documents incorporated by reference
therein.

        "Rule 144(k) Period" shall mean the period of two years (or such shorter
period as may hereafter be referred to in Rule 144(k) under the Securities Act
(or similar successor rule)) commencing on the Issue Date.

        "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time, and the rules and regulations of the Commission promulgated
thereunder.

        "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

        "Shelf Registration Event" shall have the meaning set forth in Section
2(b) hereof.

                                        4



        "Shelf Registration Event Date" shall have the meaning set forth in
Section 2(b) hereof.

        "Shelf Registration Statement" shall mean a registration statement of
the Company pursuant to the provisions of Section 2(b) hereof which covers the
resale of all of the Registrable Notes on an appropriate form under Rule 415
under the Securities Act, or any similar rule that may be adopted by the
Commission, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all documents incorporated by
reference therein.

        "TIA" shall mean the Trust Indenture Act of 1939, as amended from time
to time, and the rules and regulations of the Commission promulgated thereunder.

        "Trustee" shall mean the trustee with respect to the Notes, the Private
Exchange Notes (if any) and the Exchange Notes under the Indenture.

        2.      Registration Under the Securities Act.

        (a)     Exchange Offer. Except as set forth in Section 2(b) below, the
Company shall, for the benefit of the Holders, at the Company's cost, (i) cause
to be filed with the Commission on or prior to the 90th day after the Issue Date
an Exchange Offer Registration Statement on an appropriate form under the
Securities Act relating to the Exchange Offer, (ii) use its reasonable best
efforts to cause such Exchange Offer Registration Statement to be declared
effective under the Securities Act by the Commission on or prior to the 270th
day after the Issue Date, (iii) use its reasonable best efforts to keep such
Exchange Offer Registration Statement effective for not less than 20 Business
Days (or longer if required by applicable law or extended by the Company, at the
option of the Company) after the date notice of the Exchange Offer is mailed to
the Holders to and including the closing of the Exchange Offer, and (iv) use its
reasonable best efforts to complete the Exchange Offer no later than 45 days
after the Exchange Offer Registration Statement becomes effective. Promptly
after the effectiveness of the Exchange Offer Registration Statement, the
Company shall commence the Exchange Offer, it being the objective of such
Exchange Offer to enable each Holder eligible and electing to exchange
Registrable Notes for a like principal amount of Exchange Notes (provided that
such Holder (w) is not an Affiliate of the Company, (x) is not an Initial
Purchaser tendering Registrable Notes acquired directly from the Company on the
Issue Date, (y) acquired the Exchange Notes in the ordinary course of such
Holder's business and (z) has no arrangements or understandings with any Person
to participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes) to transfer such Exchange Notes from and after their receipt
without any limitations or restrictions under the Securities Act or under the
securities or blue sky laws of any state of the United States or other
jurisdiction.

        In connection with the Exchange Offer, the Company shall:

    (i)   mail to each Holder a copy of the Prospectus forming part of the
          Exchange Offer Registration Statement, together with an appropriate
          letter of transmittal and related documents;

                                        5



    (ii)  keep the Exchange Offer open for acceptance for a period of not less
          than 20 Business Days after the date notice thereof is mailed to the
          Holders (or longer if required by applicable law or extended by the
          Company, at the option of the Company) (such period referred to herein
          as the "Exchange Period");

    (iii) utilize the services of the Depositary for the Exchange Offer with
          respect to Notes represented by a global certificate;

    (iv)  permit Holders to withdraw tendered Notes at any time prior to the
          close of business, New York time, on the last Business Day of the
          Exchange Period, by sending to the institution specified in the notice
          to Holders, a telegram, telex, facsimile transmission or letter
          setting forth the name of such Holder, the amount of Notes delivered
          for exchange and a statement that such Holder is withdrawing his
          election to have such Notes exchanged;

    (v)   notify each Holder that any Note not tendered by such Holder in the
          Exchange Offer will remain outstanding and continue to accrue
          interest, but will not retain any rights under this Agreement (except
          in the case of the Initial Purchasers and Participating Broker-Dealers
          as provided herein); and

    (vi)  otherwise comply in all respects with all applicable laws relating to
          the Exchange Offer.

        If any Initial Purchaser determines upon advice of its counsel that it
is not eligible to participate in the Exchange Offer with respect to the
exchange of Notes constituting any portion of an unsold allotment in its initial
placement pursuant to the Purchase Agreement, as soon as practicable upon
receipt by the Company of a written request from such Initial Purchaser prior to
the later of the consummation of the Exchange Offer and the 90th day after the
Issue Date, the Company shall issue and deliver to such Initial Purchaser in
exchange (the "Private Exchange") for the Notes held by such Initial Purchaser a
like aggregate principal amount of senior debt securities of the Company (the
"Private Exchange Notes") to be issued under the Indenture with terms identical
to the Exchange Notes (except that such Private Exchange Notes shall be subject
to the transfer restrictions and legends relating to restrictions on ownership
and transfer thereof without registration under the Securities Act that are
applicable to the Notes). The Exchange Notes, the Private Exchange Notes and the
Notes will vote and consent together on all matters as a single series under the
Indenture and that none of the Exchange Notes, the Private Exchange Notes or the
Notes will have the right to vote or consent as a separate class on any matter.
The Private Exchange Notes shall be part of the same series as the Exchange
Notes, and the Company will use its reasonable best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for the Private Exchange Notes as
for the Exchange Notes issued pursuant to the Exchange Offer.

        As soon as practicable after the close of the Exchange Offer and, if
applicable, the Private Exchange, the Company shall:

    (i)   accept for exchange all Notes or portions thereof duly tendered and
          not validly withdrawn pursuant to the Exchange Offer or the Private
          Exchange;

                                        6



    (ii)  deliver, or cause to be delivered, to the Trustee for cancellation all
          Notes or portions thereof so accepted for exchange by the Company; and

    (iii) issue, and cause the Trustee to promptly authenticate and deliver to
          each Holder, new Exchange Notes or Private Exchange Notes, as
          applicable, equal in principal amount to the principal amount of the
          Notes surrendered by such Holder.

        Interest on each Exchange Note and Private Exchange Note issued pursuant
to the Exchange Offer and in the Private Exchange will accrue from the last date
on which interest was paid or duly made available for payment on the Note
surrendered in exchange therefor or, if no interest has been paid or duly made
available for payment on such Note, from the Issue Date.

        To the extent not prohibited by any law or applicable interpretation of
the staff of the Commission, the Company shall use its reasonable best efforts
to complete the Exchange Offer as provided above, and shall comply with the
applicable requirements of the Securities Act, the Exchange Act and other
applicable laws in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions other than the conditions referred to in
Section 2(b)(i) and (ii) below and those conditions that are customary in
similar exchange offers. Each Holder of Registrable Notes who wishes to exchange
such Registrable Notes for Exchange Notes in the Exchange Offer will be required
to make certain customary representations in connection therewith, including,
representations that (i) it is not an Affiliate of the Company, (ii) it is not
an Initial Purchaser tendering Registrable Notes acquired directly from the
Company on the Issue Date, (iii) the Exchange Notes to be received by it were
acquired in the ordinary course of its business and (iv) at the time of the
Exchange Offer, it has no arrangements or understandings with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes. The Company shall inform the Initial Purchasers, after
consultation with the Trustee, of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchasers shall have the right to
contact such Holders in order to facilitate the tender of Registrable Notes in
the Exchange Offer.

        Upon consummation of the Exchange Offer in accordance with this Section
2(a), the provisions of this Agreement (other than the provisions in this
Section 2(a) and Section 2(e) that relate to the Exchange Offer) shall continue
to apply, mutatis mutandis, solely with respect to Registrable Notes that are
Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers,
and the Company shall have no further obligation to register the Registrable
Notes (other than Private Exchange Notes) held by any Holder under Section 2(b)
of this Agreement.

        (b)     Shelf Registration. (i) If, because of any change in law or
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect the Exchange Offer as contemplated by Section 2(a)
hereof, (ii) if for any other reason (A) the Exchange Offer Registration
Statement is not declared effective within 270 days following the Issue Date or
(B) the Exchange Offer is not consummated within 45 days after effectiveness of
the Exchange Offer Registration Statement (provided that if the Exchange Offer
Registration Statement shall be declared effective after such 270-day period or
if the Exchange Offer shall be consummated after such 45-day period, then the
Company's obligations under this clause (ii)

                                        7



arising from the failure of the Exchange Offer Registration Statement to be
declared effective within such 270-day period or the failure of the Exchange
Offer to be consummated within such 45-day period, respectively, shall
terminate), (iii) if any Holder (other than an Initial Purchaser holding Notes
under the circumstances referred to in clause (iv) below) is not eligible to
participate in the Exchange Offer under applicable law or applicable
interpretations of the staff of the Commission or elects to participate in the
Exchange Offer but does not receive Exchange Notes which are freely tradeable
without any limitations or restrictions under the 1933 Act or (iv) upon the
request of any Initial Purchaser prior to the 90th day following the
consummation of the Exchange Offer with respect to any Registrable Notes held by
it, if such Initial Purchaser is not permitted, in the opinion of its counsel,
pursuant to applicable law or applicable interpretations of the staff of the
Commission, to participate in the Exchange Offer and thereby receive securities
that are freely tradeable without restriction under the Securities Act and the
securities or blue sky laws of any state of the United States or other
jurisdiction (any of the events specified in (i), (ii), (iii) or (iv) being
herein referred to as a "Shelf Registration Event" and the date of occurrence
thereof being herein referred to as a "Shelf Registration Event Date"), the
Company shall, at its cost:

                (A)     as promptly as practicable, but no later than (a) the
        270th day after the Issue Date or (b) the 60th day after any such filing
        obligation arises, whichever is later, file with the Commission a Shelf
        Registration Statement relating to the resale of the Registrable Notes
        by the Holders from time to time in accordance with the methods of
        distribution elected by the Majority Holders of such Registrable Notes
        and set forth in such Shelf Registration Statement;

                (B)     use its reasonable best efforts to cause such Shelf
        Registration Statement to be declared effective by the Commission as
        promptly as practicable, but in no event later than the 60th day after
        the date on which the Company is required to file the Shelf Registration
        Statement; it being understood that in the event that the Company is
        required to file a Shelf Registration Statement pursuant to clause (iii)
        or (iv) above, the Company shall file and use its reasonable best
        efforts to have declared effective by the Commission both an Exchange
        Offer Registration Statement pursuant to Section 2(a) with respect to
        all Registrable Notes other than the Private Exchange Notes (if any) and
        a Shelf Registration Statement with respect to resales of Registrable
        Notes held by the related Holder or Initial Purchaser, as applicable;

                (C)     use its reasonable best efforts to keep the Shelf
        Registration Statement continuously effective, supplemented and amended
        as required, in order to permit the Prospectus forming part thereof to
        be usable by Holders for a period of two years after the Issue Date
        (subject to extension pursuant to the last paragraph of Section 3) or,
        if earlier, until all of the Registrable Notes covered by such Shelf
        Registration Statement (i) have been sold pursuant to the Shelf
        Registration Statement in accordance with the intended method of
        distribution thereunder, (ii) become eligible for resale pursuant to
        Rule 144(k) under the 1933 Act or (iii) cease to be Registrable Notes
        (the "Effectiveness Period"); and

                                        8



                (D)     notwithstanding any other provisions hereof, use its
        reasonable best efforts to ensure that (i) the Shelf Registration
        Statement and each amendment thereto (if any) and the Prospectus forming
        a part thereof and each amendment or supplement thereto comply in all
        material respects with the Securities Act, (ii) neither the Shelf
        Registration Statement nor any amendment thereto, when it becomes
        effective, contains an untrue statement of a material fact or omits to
        state a material fact required to be stated therein or necessary to make
        the statements therein not misleading and (iii) except during
        circumstances described in the last two paragraphs of Section 3, neither
        the Prospectus forming part of the Shelf Registration Statement nor any
        amendment or supplement thereto includes an untrue statement of a
        material fact or omits to state a material fact necessary in order to
        make the statements therein, in light of the circumstances under which
        they were made, not misleading; provided, however, that this provision
        shall not apply to any statements or omissions made in reliance upon and
        in conformity with information furnished in writing to the Company by a
        Holder of Registrable Notes expressly for use therein.

        During any 365-day period, the Company may, by notice to the Holders,
suspend the availability of the Shelf Registration Statement and the use of the
Prospectus for up to two periods, regardless of duration, but not more than an
aggregate of 60 days, or for one period not to exceed 30 consecutive days, if:
(i) such action is required by applicable law; (ii) such action is taken by the
Company in good faith and for valid business reasons, including the acquisition
or divestiture of assets or a material corporate transaction or event; or (iii)
the happening of any event or the discovery of any fact that makes any statement
made in the Shelf Registration Statement or Prospectus untrue in any material
respect or constitutes an omission to state a material fact in the Shelf
Registration Statement or Prospectus.

        No Holder of Registrable Notes shall be entitled to include any of its
Registrable Notes in any Shelf Registration pursuant to this Agreement unless
and until such Holder agrees in writing to be bound by all of the provisions of
this Agreement applicable to such Holder and furnishes to the Company in
writing, within 5 Business Days after receipt of a request therefor, such
information as the Company may, after conferring with counsel with regard to
information relating to Holders that would be required by the Commission to be
included in such Shelf Registration Statement or Prospectus included therein,
reasonably request for inclusion in any Shelf Registration Statement or
Prospectus included therein. Each Holder as to which any Shelf Registration is
being effected agrees to furnish to the Company all information with respect to
such Holder necessary to make the information previously furnished to the
Company by such Holder not materially misleading.

        The Company shall not permit any securities other than Registrable Notes
to be included in the Shelf Registration.

        (c)     Expenses. The Company shall pay all Registration Expenses in
connection with any Registration Statement filed pursuant to Section 2(a) and/or
2(b) hereof and will reimburse a single counsel designated in writing by the
Majority Holders to act as counsel for the Holders of the Registrable Notes in
connection with a Shelf Registration Statement, which other counsel shall be
reasonably satisfactory to the Company. Except as provided herein,

                                        9



each Holder shall pay all expenses of its counsel, underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder's Registrable Notes.

        (d)     Effective Registration Statement. An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the Commission; provided, however, that
if, after it has been declared effective, the offering of Registrable Notes
pursuant to such Exchange Offer Registration Statement or Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the Commission or any other governmental agency or court, such
Exchange Offer Registration Statement or Shelf Registration Statement will be
deemed not to have been effective during the period of such interference, until
the offering of Registrable Notes pursuant to such Registration Statement may
legally resume. The Company will be deemed not to have used its reasonable best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if either it voluntarily takes any action that would
result in any such Registration Statement not being declared effective or that
would result in the Holders of Registrable Notes covered thereby not being able
to exchange or offer and sell such Registrable Notes during that period, unless
such action is required or prohibited, as the case may be, by applicable law.

        (e)     Increase in Interest Rate. In the event that:

    (i)   the Exchange Offer Registration Statement is not filed with the
          Commission on or prior to the 90th day following the Issue Date, or

    (ii)  the Exchange Offer Registration Statement is not declared effective by
          the Commission on or prior to the 270th day following the Issue Date,
          or

    (iii) the Exchange Offer is not consummated on or prior to the 45th day
          following the effective date of the Exchange Offer Registration
          Statement, or

    (iv)  if required, the Shelf Registration Statement is not filed with the
          Commission on or prior to (A) the 270th day following the Issue Date
          or (B) the 60th day after the filing obligation arises, whichever is
          later, or

    (v)   if required, the Shelf Registration Statement is not declared
          effective on or prior to the 60th day after the date on which the
          Company is required to file such Shelf Registration Statement, or

    (vi)  the Shelf Registration Statement is declared effective by the
          Commission but such Shelf Registration Statement ceases to be
          effective or such Shelf Registration Statement or the Prospectus
          included therein ceases to be usable in connection with resales of
          Registrable Notes for any reason during the Effectiveness Period and
          either (A) the aggregate number of days in any consecutive 365-day
          period for which such Shelf Registration Statement or Prospectus shall
          not be effective or usable exceeds 60 days, (B) such Shelf
          Registration Statement or Prospectus shall not be effective or usable
          for more

                                       10



          than two periods (regardless of duration) in any consecutive 365-day
          period or (C) such Shelf Registration Statement or Prospectus shall
          not be effective or usable for a period of more than 30 consecutive
          days, or

    (vii) the Exchange Offer Registration Statement is declared effective by the
          Commission but, if the Exchange Offer Registration Statement is being
          used in connection with the resale of Exchange Notes as contemplated
          by Section 3(u), the Exchange Offer Registration Statement ceases to
          be effective or the Exchange Offer Registration Statement or the
          Prospectus included therein ceases to be usable in connection with
          resales of Exchange Notes for any reason during the 180-day period
          referred to in Section 3(u) of this Agreement (as such period may be
          extended pursuant to the last sentence of Section 3) and either (A)
          the aggregate number of days in any consecutive 365-day period for
          which the Exchange Offer Registration Statement or such Prospectus
          shall not be effective or usable exceeds 60 days, (B) the Exchange
          Offer Registration Statement or such Prospectus shall not be effective
          or usable for more than two periods (regardless of duration) in any
          consecutive 365-day period or (C) the Exchange Offer Registration
          Statement or such Prospectus shall not be effective or usable for a
          period of more than 30 consecutive days,

(each of the events referred to in clauses (i) through (vii) above being herein
referred to as a "Registration Default"), the per annum interest rate borne by
the Registrable Notes or, in the case of clause (vii) above, the Exchange Notes,
as the case may be, shall be increased ("Additional Interest") by one-quarter of
one percent (0.25%) per annum immediately following such 90-day period in the
case of clause (i) above, immediately following such 270-day period in the case
of clause (ii) above, immediately following such 45-day period in the case of
clause (iii) above, immediately following any such 270-day period or 60-day
period, whichever ends later, in the case of clause (iv) above, immediately
following such 60-day period in the case of clause (v) above, immediately
following the 60th day in any consecutive 365-day period, as of the first day of
the third period in any consecutive 365-day period or immediately following the
30th consecutive day, whichever occurs first, that the Shelf Registration
Statement shall not be effective or such Shelf Registration Statement or the
Prospectus included therein shall not be usable as contemplated by clause (vi)
above, or immediately following the 60th day in any consecutive 365-day period,
as of the first day of the third period in any consecutive 365-day period or
immediately following the 30th consecutive day, whichever occurs first, that the
Exchange Offer Registration Statement shall not be effective or such Exchange
Offer Registration Statement or the Prospectus included therein shall not be
usable as contemplated by clause (vii) above, which rate will be increased by an
additional one-quarter of one percent (0.25%) per annum immediately following
each 90-day period that any Additional Interest continues to accrue under any
circumstances; provided that the aggregate increase in such per annum interest
rate may in no event exceed one-half of one percent (0.50%) per annum and the
Company will not be required to pay Additional Interest for more than one
Registration Default at any one time. Upon the filing of the Exchange Offer
Registration Statement after the 90-day period described in clause (i) above,
the effectiveness of the Exchange Offer Registration Statement after the 270-day
period described in clause (ii) above, the consummation of the Exchange Offer
after the 45-day period described in clause (iii) above, the filing of the Shelf
Registration Statement after the 270-day period or 60-day period, as the case
may be, described

                                       11



in clause (iv) above, the effectiveness of the Shelf Registration Statement
after the 60-day period described in clause (v) above, or the Shelf Registration
Statement once again being effective or such Shelf Registration Statement and
the Prospectus included therein becoming usable in connection with resales of
Registrable Notes, as the case may be, in the case of clause (vi) above, or the
Exchange Offer Registration Statement once again becoming effective or such
Exchange Offer Registration Statement and the Prospectus included therein
becoming usable in connection with resales of Exchange Notes, as the case may
be, in the case of clause (vii) thereof, the interest rate borne by the
Registrable Notes or, in the case of clause (vii) above, the Exchange Notes, as
the case may be, from the date of such filing, effectiveness, consummation or
resumption of effectiveness or useability, as the case may be, shall be reduced
to 3% per annum so long as no other Registration Default shall have occurred and
shall be continuing at such time and the Company is otherwise in compliance with
this Section; provided, however, that, if after any such reduction in interest
rate, one or more Registration Defaults shall again occur, the interest rate
shall again be increased pursuant to the foregoing provisions.

        The Company shall notify the Trustee within three Business Days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Additional Interest shall be
paid by depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Notes or Exchange Notes, as the case may be, on or before next
succeeding semi-annual interest payment date, immediately available funds in
sums sufficient to pay the Additional Interest accrued to such interest payment
date. Additional Interest due on each such interest payment date shall be
payable to the Holder of Registrable Notes or Exchange Notes, as the case may
be, entitled to receive the interest payable on such interest payment date as
set forth in the Indenture. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the applicable Event Date.

        Anything herein to the contrary notwithstanding, any Holder who was, at
the time the Exchange Offer was pending and consummated, eligible to exchange,
and did not validly tender, its Notes for Exchange Notes in the Exchange Offer
will not be entitled to receive any Additional Interest.

        (f)     Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers, the Holders and any Participating Broker-Dealers, the
Company acknowledges that any failure by the Company to comply with its
obligations under Section 2(a) through 2(d) hereof may result in material
irreparable injury to the Initial Purchasers, the Holders or the Participating
Broker-Dealers for which there is no adequate remedy at law, that it would not
be possible to measure damages for such injuries precisely and that, in the
event of any such failure, the Initial Purchasers, any Holder and any
Participating Broker-Dealer may obtain such relief as may be required to
specifically enforce the Company's obligations under Section 2(a) through 2(d)
hereof.

        3.      Registration Procedures. In connection with the obligations of
the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall use its reasonable best efforts to:

        (a)     prepare and file with the Commission a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within
the relevant time

                                       12



period specified in Section 2 hereof on the appropriate form under the
Securities Act, which form (i) shall be selected by the Company, (ii) shall, in
the case of a Shelf Registration, be available for the sale of the Registrable
Notes by the selling Holders thereof and, in the case of an Exchange Offer, be
available for the exchange of Registrable Notes and (iii) shall comply as to
form in all material respects with the requirements of the applicable form and
include all financial statements required by the Commission to be filed
therewith; use its reasonable best efforts to cause such Registration Statement
to become effective and remain effective and usable for resales in accordance
with Section 2 hereof and to promptly notify Holders of such effectiveness;
provided, however, that if (1) such filing is pursuant to Section 2(b), or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2(a) is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company shall furnish to and afford the Holders of the Registrable Notes and
each such Participating Broker-Dealer, as the case may be, covered by such
Registration Statement, their counsel and the managing underwriters, if any, a
reasonable opportunity (which shall be at least four Business Days) to review
copies of all such documents (including copies of any documents to be
incorporated by reference therein and all exhibits thereto) proposed to be
filed; and not file any Registration Statement or Prospectus or any amendments
or supplements thereto in respect of which the Holders must be afforded an
opportunity to review prior to the filing of such document if the Majority
Holders or such Participating Broker-Dealer, as the case may be, their counsel
or the managing underwriters, if any, shall reasonably object in a timely
manner;

        (b)     prepare and file with the Commission such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement effective for the Effectiveness Period or the
Applicable Period, as the case may be and cause each Prospectus to be
supplemented, if so determined by the Company or requested by the Commission, by
any required prospectus supplement and as so supplemented to be filed pursuant
to Rule 424 (or any similar provision then in force) under the Securities Act,
and deliver copies thereof to the Holders promptly after its preparation and
filing with the Commission; and comply with the provisions of the Securities Act
and the Exchange Act applicable to it with respect to the disposition of all
securities covered by each Registration Statement during the Effectiveness
Period or the Applicable Period, as the case may be, in accordance with the
intended method or methods of distribution by the selling Holders thereof
described in this Agreement (including sales by any Participating
Broker-Dealer);

        (c)     in the case of a Shelf Registration, (i) notify each Holder of
Registrable Notes included in the Shelf Registration Statement, at least three
Business Days prior to filing, that a Shelf Registration Statement with respect
to the Registrable Notes is being filed and advising such Holder that the
distribution of Registrable Notes will be made in accordance with the method
selected by the Majority Holders; (ii) furnish to each Holder of Registrable
Notes included in the Shelf Registration Statement and to each underwriter of an
underwritten offering of Registrable Notes, if any, without charge, as many
copies of each Prospectus, including each preliminary Prospectus, and any
amendment or supplement thereto, and such other documents as such Holder or
underwriter may reasonably request, in order to facilitate the public sale or
other disposition of the Registrable Notes; and (iii) consent to the use of the
Prospectus or any amendment or supplement thereto by each of the selling Holders
of Registrable Notes included

                                       13



in the Shelf Registration Statement in connection with the offering and sale of
the Registrable Notes covered by the Prospectus or any amendment or supplement
thereto;

        (d)     in the case of a Shelf Registration, register or qualify the
Registrable Notes or Exchange Notes under all applicable state securities or
"blue sky" laws of such jurisdictions by the time the applicable Registration
Statement is declared effective by the Commission as any Holder of Registrable
Notes or Exchange Notes covered by a Registration Statement and each underwriter
of an underwritten offering of Registrable Notes shall reasonably request in
writing in advance of such date of effectiveness, and do any and all other acts
and things which may be reasonably necessary or advisable to enable such Holder
and, if applicable, underwriter to consummate the disposition in each such
jurisdiction of such Registrable Notes or Exchange Notes owned by such Holder;
provided, however, that the Company shall not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(d), (ii) file
any general consent to service of process in any jurisdiction where it would not
otherwise be subject to such service of process or (iii) subject itself to
taxation in any such jurisdiction if it is not then so subject;

        (e)     (1) in the case of a Shelf Registration or (2) if Participating
Broker-Dealers from whom the Company has received prior written notice that they
will be utilizing the Prospectus contained in the Exchange Offer Registration
Statement as provided in Section 3(u) hereof, are seeking to sell Exchange Notes
and are required to deliver Prospectuses, promptly notify each Holder of
Registrable Notes, or such Participating Broker-Dealers, as the case may be,
their counsel and the managing underwriters, if any, and promptly confirm such
notice in writing (i) when a Registration Statement has become effective and
when any post-effective amendments thereto become effective, (ii) of any request
by the Commission or any state securities authority for amendments and
supplements to a Registration Statement or Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the Commission or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the qualification of
the Registrable Notes or the Exchange Notes to be offered or sold by any
Participating Broker-Dealer in any jurisdiction described in paragraph 3(d)
hereof or the initiation of any proceedings for that purpose, (iv) in the case
of a Shelf Registration, if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Notes covered thereby, the
representations and warranties of the Company contained in any purchase
agreement, securities sales agreement or other similar agreement cease to be
true and correct in all material respects, (v) of the happening of any event or
the failure of any event to occur or the discovery of any facts, during the
Effectiveness Period or the Applicable Period, which makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or which causes such Registration Statement or Prospectus to omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, and (vi)
of the reasonable determination of the Company that a post-effective amendment
to the Registration Statement would be appropriate;

        (f)     obtain the withdrawal of any order suspending the effectiveness
of a Registration Statement at the earliest possible moment;

                                       14



        (g)     in the case of a Shelf Registration, furnish to each Holder of
Registrable Notes included within the coverage of such Shelf Registration
Statement, without charge, at least one conformed copy of each Registration
Statement relating to such Shelf Registration and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);

        (h)     in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Notes to facilitate the timely preparation and delivery
of certificates representing Registrable Notes to be sold and not bearing any
restrictive legends and in such denominations (consistent with the provisions of
the Indenture) and registered in such names as the selling Holders or the
underwriters may reasonably request at least two Business Days prior to the
closing of any sale of Registrable Notes pursuant to such Shelf Registration
Statement;

        (i)     in the case of a Shelf Registration or an Exchange Offer
Registration, promptly after the occurrence of any event specified in Section
3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, prepare a supplement or
post-effective amendment to such Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Notes or Exchange Notes, as the case may be, such Prospectus will
not include any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and to notify each Holder to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an
event, and each Holder hereby agrees to suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission;

        (j)     in the case of a Shelf Registration, a reasonable time prior to
the filing of any document which is to be incorporated by reference into a
Registration Statement or a Prospectus after the initial filing of a
Registration Statement, provide a reasonable number of copies of such document
to the Holders; and make such of the representatives of the Company as shall be
reasonably requested by the Holders of Registrable Notes or the Initial
Purchasers on behalf of such Holders available for discussion of such document;

        (k)     obtain a CUSIP number for all Exchange Notes or Registrable
Notes, as the case may be, not later than the effective date of a Registration
Statement, and provide the Trustee with certificates for the Exchange Notes or
the Registrable Notes, as the case may be, in a form eligible for deposit with
the Depositary;

        (l)     cause the Indenture to be qualified under the TIA, in connection
with the registration of the Exchange Notes or Registrable Notes, as the case
may be, and effect such changes to such documents as may be required for them to
be so qualified in accordance with the terms of the TIA and execute, and cause
the Trustee to execute, all documents as may be required to effect such changes,
and all other forms and documents required to be filed with the Commission to
enable such documents to be so qualified in a timely manner;

                                       15



        (m)     in the case of a Shelf Registration, enter into such agreements
(including underwriting agreements) as are customary in underwritten offerings
and take all such other appropriate actions in connection therewith as are
reasonably requested by the Holders of at least 25% in aggregate principal
amount of the Registrable Notes in order to expedite or facilitate the
registration or the disposition or the Registrable Notes;

        (n)     in the case of a Shelf Registration, whether or not an
underwriting agreement is entered into and whether or not the registration is an
underwritten registration, if requested by (x) the Initial Purchasers, in the
case where the Initial Purchasers hold Notes acquired by them as part of their
initial placement or (y) Holders of at least 25% in aggregate principal amount
of the Registrable Notes covered thereby: (i) make such representations and
warranties to Holders of such Registrable Notes and the underwriters (if any),
with respect to the business of the Company and the subsidiaries of the Company
as then conducted and the Registration Statement, Prospectus and documents, if
any, incorporated or deemed to be incorporated by reference therein, in each
case, as are customarily made by issuers to underwriters in underwritten
offerings, and confirm the same if and when requested; (ii) obtain opinions of
counsel to the Company and updates thereof (which may be in the form of a
reliance letter) in form and substance reasonably satisfactory to the managing
underwriters (if any) and the Holders of a majority in aggregate principal
amount of the Registrable Notes being sold, addressed to each selling Holder and
the underwriters (if any) covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such underwriters (it being agreed that the matters to be covered
by such opinion may be subject to customary qualifications and exceptions);
(iii) obtain "cold comfort" letters and updates thereof in form and substance
reasonably satisfactory to the managing underwriters (if any) from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any business acquired by the
Company for which financial statements and financial data are, or are required
to be, included in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in "cold comfort" letters in connection with
underwritten offerings and such other matters as reasonably requested by such
underwriters in accordance with Statement on Auditing Standards No. 72; and (iv)
if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth
in Section 4 hereof (or such other provisions and procedures acceptable to
Holders of a majority in aggregate principal amount of Registrable Notes covered
by such Registration Statement and the managing underwriters) customary for such
agreements with respect to all parties to be indemnified pursuant to said
Section (including, without limitation, such underwriters and selling Holders);
and in the case of an underwritten registration, the above requirements shall be
satisfied at each closing under the related underwriting agreement or as and to
the extent required thereunder;

        (o)     if (l) a Shelf Registration is filed pursuant to Section 2(b) or
(2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make reasonably available for inspection by any selling
Holder of Registrable Notes or Participating Broker-Dealer, as applicable, who
certifies to the Company that it has a current intention to sell such
Registrable Notes or Exchange Notes, any underwriter participating in any such
disposition of Registrable

                                       16



Notes, if any, and any attorney, accountant or other agent retained by any such
selling Holder, Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the "Inspectors"), at the offices where normally kept, during the
Company's normal business hours, all financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them to
exercise any applicable due diligence responsibilities, and cause the officers,
directors and employees of the Company and its subsidiaries to supply all
relevant information in each case reasonably requested by any such Inspector in
connection with such Registration Statement; provided, however, that records and
information which the Company determines, in good faith, to be confidential and
any Records and information which it notifies the Inspectors are confidential
shall not be disclosed to any Inspector except where (i) the disclosure of such
Records or information is necessary to avoid or correct a material misstatement
or omission in such Registration Statement, (ii) the release of such Records or
information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction or is necessary in connection with any action, suit or
proceeding or (iii) such Records or information previously has been made
generally available to the public; each Inspector will be required to agree in
writing that Records and information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Company unless and
until such is made generally available to the public through no fault of an
Inspector or a selling Holder; and each Inspector will be required to further
agree in writing that it will, upon learning that disclosure of such Records or
information is sought in a court of competent jurisdiction, or in connection
with any action, suit or proceeding, give notice to the Company and allow the
Company at its expense to undertake appropriate action to prevent disclosure of
the Records and information deemed confidential;

        (p)     comply with all applicable rules and regulations of the
Commission so long as any provision of this Agreement shall be applicable and
make generally available to its securityholders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes are sold to underwriters in a firm commitment
or best efforts underwritten offering and (ii) if not sold to underwriters in
such an offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which statements
shall cover said 12- month periods;

        (q)     upon consummation of an Exchange Offer or a Private Exchange,
obtain a customary opinion of counsel to the Company addressed to the Trustee
for the benefit of all Holders participating in the Exchange Offer or the
Private Exchange, as the case may be, substantially to the effect that (i) the
Company has duly authorized, executed and delivered such Exchange Notes or
Private Exchange Notes, as the case may be, and (ii) such Exchange Notes or the
Private Exchange Notes, as the case may be, constitutes valid and and legally
binding obligations of the Company, enforceable against the Company, in
accordance with their respective terms (in each case, with customary
exceptions);

        (r)     if an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Notes by Holders to the Company (or to such
other Person as directed

                                       17



by the Company) in exchange for the Exchange Notes or the Private Exchange
Notes, as the case may be, the Company shall mark, or cause to be marked, on
such Registrable Notes delivered by such Holders that such Registrable Notes are
being canceled in exchange for the Exchange Notes or the Private Exchange Notes,
as the case may be; (it being understood that in no event shall such Registrable
Notes be marked as paid or otherwise satisfied);

        (s)     cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the NASD;

        (t)     take all other reasonable steps necessary to effect the
registration of the Exchange Offer or the resale of Registrable Notes
contemplated hereby;

        (u)     in the case of the Exchange Offer Registration Statement, (A)
(i) include in the Exchange Offer Registration Statement a section entitled
"Plan of Distribution," which section shall be reasonably acceptable to the
Initial Purchasers or another representative of the Participating
Broker-Dealers, and which shall contain a summary statement of the positions
taken or policies made by the staff of the Commission with respect to the
potential "underwriter" status of any broker-dealer that holds Registrable Notes
acquired for its own account as a result of market-making activities or other
trading activities (a "Participating Broker-Dealer") and that will be the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Notes to be received by such Participating Broker-Dealer in the Exchange Offer,
whether such positions or policies have been publicly disseminated by the staff
of the Commission or such positions or policies, in the reasonable judgment of
the Initial Purchasers or such other representative, represent the prevailing
views of the staff of the Commission, including a statement that any
Participating Broker-Dealer who receives Exchange Notes for Registrable Notes in
the Exchange Offer may be deemed a statutory underwriter and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, (ii) furnish to each Participating Broker-Dealer
who has delivered to the Company the notice referred to in Section 3(e), without
charge, as many copies of each Prospectus included in the Exchange Offer
Registration Statement, including any preliminary Prospectus, and any amendment
or supplement thereto, as such Participating Broker-Dealer may reasonably
request (it being understood that the Company hereby consents to the use of the
Prospectus forming part of the Exchange Offer Registration Statement or any
amendment or supplement thereto by any Person subject to the prospectus delivery
requirements of the Securities Act, including all Participating Broker-Dealers,
in connection with the sale or transfer of the Exchange Notes covered by the
Prospectus or any amendment or supplement thereto), (iii) keep the Exchange
Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such Persons must comply with such
requirements under the Securities Act and applicable rules and regulations in
order to resell the Exchange Notes; provided, however, that such period shall
not be required to exceed 180 days (or such longer period if extended pursuant
to the last sentence of Section 3 hereof) (the "Applicable Period") and (iv)
include in the transmittal letter or similar documentation to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) the following
provision:

                                       18



        "If the exchange offeree is a broker-dealer holding
        Registrable Notes acquired for its own account as a result of
        market-making activities or other trading activities, it will
        deliver a prospectus meeting the requirements of the
        Securities Act in connection with any resale of Exchange Notes
        received in respect of such Registrable Notes pursuant to the
        Exchange Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment referred to in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Notes, the broker-dealer will not be
deemed to admit that it is an underwriter within the meaning of the Securities
Act and (B) the Company agrees to deliver to the Initial Purchasers or to
another representative of the Participating Broker-Dealers, if Participating
Broker-Dealers will participate in the Exchange Offer and if requested by the
Initial Purchasers or such other representative of Participating Broker-Dealers,
on behalf of the Participating Broker-Dealers, (i) upon consummation of the
Exchange Offer, an opinion of counsel in form and substance reasonably
satisfactory to the Initial Purchasers or such other representative of the
Participating Broker-Dealers, covering the matters customarily covered in
opinions requested in connection with Exchange Offer Registration Statements and
such other matters as may be reasonably requested (it being agreed that the
matters to be covered by such opinion may be subject to customary qualifications
and exceptions), (ii) upon consummation of the Exchange Offer, an officers'
certificate containing certifications substantially similar to those set forth
in Section 5(c) of the Purchase Agreement and such additional certifications as
are customarily delivered in a public offering of debt securities and (iii) upon
effectiveness of the Exchange Offer Registration Statement and upon consummation
of the Exchange Offer, a comfort letter, in each case, in customary form if
permitted by Statement on Auditing Standards No. 72.

        The Company may require each seller of Registrable Notes as to which any
registration is being effected to furnish to the Company with such information
regarding such seller as may be required by the staff of the Commission to be
included in a Registration Statement. The Company may exclude from such
registration the Registrable Notes of any seller who unreasonably fails to
furnish such information within a reasonable time after receiving such request.
The Company shall have no obligation to register under the Securities Act the
Registrable Notes of a seller who so fails to furnish such information.

        In the case of a Shelf Registration Statement, or if Participating
Broker-Dealers who have notified the Company that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
this Section 3(u) are seeking to sell Exchange Notes and are required to deliver
a Prospectus, each Holder agrees that, upon receipt of any notice from the
Company of the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii),
3(e)(v) or 3(e)(vi), such Holder will forthwith discontinue disposition of
Registrable Notes or Exchange Notes, as the case may be, pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, if so directed by the Company, such Holder will
deliver to the Company (at the Company's expense) all copies in such Holder's
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Notes or Exchange Notes, as the case
may be, current at the time of receipt of such

                                       19



notice. If the Company shall give any such notice to suspend the disposition of
Registrable Notes or Exchange Notes, as the case may be, pursuant to a
Registration Statement, the Company shall use its best efforts to file and have
declared effective (if an amendment) as soon as practicable after the resolution
of the related matters an amendment or supplement to the Registration Statement
and shall extend the period during which such Registration Statement is required
to be maintained effective and usable for resales pursuant to this Agreement by
the number of days in the period from and including the date of the giving of
such notice to and including the date when the Company shall have made available
to the Holders (x) copies of the supplemented or amended Prospectus necessary to
resume such dispositions or (y) the Advice.

        4.      Indemnification and Contribution. (a) In connection with any
Registration Statement, the Company shall indemnify and hold harmless each
Initial Purchaser, each Holder, each underwriter who participates in an offering
of the Registrable Notes, each Participating Broker-Dealer, each Person, if any,
who controls any of such parties within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and each of their respective
partners, directors, officers, employees and agents, as follows:

    (i)   against any and all loss, liability, claim, damage and expense
          whatsoever, as incurred, arising out of any untrue statement or
          alleged untrue statement of a material fact contained in any
          Registration Statement (or any amendment thereto) or any preliminary
          prospectus or Prospectus (or any amendment or supplement thereto),
          covering Registrable Notes or Exchange Notes, as applicable, or the
          omission or alleged omission therefrom of a material fact required to
          be stated therein or necessary to make the statements therein, in the
          light of the circumstances under which they were made, not misleading;

    (ii)  against any and all loss, liability, claim, damage and expense
          whatsoever, as incurred, to the extent of the aggregate amount paid in
          settlement of any litigation, or any investigation or proceeding by
          any governmental agency or body, commenced or threatened, or of any
          claim whatsoever based upon any such untrue statement or omission, or
          any such alleged untrue statement or omission in the Registration
          Statement (or any amendment thereto) or any preliminary prospectus or
          Prospectus (or any amendment or supplement thereto); provided that
          (subject to Section 4(d) hereof) any such settlement is effected with
          the prior written consent of the Company; and

    (iii) against any and all expenses whatsoever, as incurred (including the
          fees and disbursements of counsel, except to the extent otherwise
          expressly provided in Section 4(c) hereof), reasonably incurred in
          investigating, preparing or defending against any litigation, or any
          investigation or proceeding by any governmental agency or body,
          commenced or threatened, or any claim whatsoever based upon any such
          untrue statement or omission, or any such alleged untrue statement or
          omission, to the extent that any such expense is not paid under
          subparagraph (i) or (ii) of this Section 4(a);

provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement

                                       20



or omission made in reliance upon and in conformity with written information
furnished to the Company by any Initial Purchaser, Holder, underwriter or
Participating Broker-Dealer for use in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto).

        (b)     Each Initial Purchaser, each Holder, each underwriter and each
Participating Broker-Dealer agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors and each officer of the Company who
signed the Registration Statement), each other Initial Purchaser, each other
selling Holder, each other underwriter and each other Participating
Broker-Dealer and each Person, if any, who controls the Company, any other
Initial Purchaser, any other selling Holder, any other underwriter or any other
Participating Broker-Dealer within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act against any and all loss, liability,
claim, damage and expense whatsoever described in the indemnity contained in
Section 4(a) hereof, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in a Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such Initial Purchaser, Holder, underwriter or
Participating Broker-Dealer, as the case may be, expressly for use in such
Registration Statement (or any amendment thereto) or any such Prospectus (or any
amendment or supplement thereto); provided, however, that no such Holder shall
be liable for any claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Registrable Notes or Exchange Notes, as
the case may be, pursuant to the related Registration Statement.

        (c)     Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability which it may have under this Section 4 to the extent that it is
not materially prejudiced by such failure as a result thereof, and in any event
shall not relieve it from liability which it may have otherwise on account of
this indemnity agreement. In the case of parties indemnified pursuant to Section
4(a) or (b) above, counsel to the indemnified parties shall be selected by such
parties. An indemnifying party may participate at its own expense in the defense
of any such action; provided, however, that counsel to the indemnifying party
shall not (except with the consent of the indemnified party) also be counsel to
the indemnified party. In no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. In
addition, the indemnifying party shall be entitled, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense of any action brought against an indemnified party with counsel
reasonably satisfactory to the indemnified party (which counsel shall not also
be counsel to the indemnifying party unless the indemnified party shall
specifically consent thereto). After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such action, the
indemnifying party shall not be liable to the indemnified party under this
Section 4 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that an indemnified party shall have
the

                                       21



right to employ one counsel (in addition to local counsel) to represent such
indemnified party and the respective officers, employees and controlling persons
of such indemnified party who may be subject to liability arising out of any
claim in respect of which indemnity may be sought by the indemnified party
against any indemnifying party under this Section 4 if, in the judgment of the
indemnified party, either (i) there is an actual or potential conflict between
the position of the indemnifying party, on the one hand, and the indemnified
party, on the other hand, or (ii) there may be defenses available to the
indemnified party that are different from or additional to those available to
the indemnifying party (in either event the indemnifying party shall not have
the right to assume the defense of such action on behalf of the indemnified
party), whereupon all related reasonable fees and expenses shall be borne by the
indemnifying party. No indemnifying party shall, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 4 (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional written release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

        (d)     If at any time an indemnified party shall have validly requested
an indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel pursuant to Section 4(a), such indemnifying party agrees
that it shall be liable for any settlement of the nature contemplated by Section
4(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall have received notice of the terms of
such settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement; provided,
however, that an indemnifying party shall not be liable for any such settlement
effected without its consent if such indemnifying party, prior to the date of
such settlement, (1) reimburses such indemnified party in accordance with such
request for the amount of such fees and expenses of counsel as the indemnifying
party believes in good faith to be reasonable and (2) provides written notice to
the indemnified party that the indemnifying party disputes in good faith the
reasonableness of the unpaid balance of such fees and expenses and sets forth
the basis for such dispute.

        (e)     In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unenforceable by an indemnified party
although applicable in accordance with its terms, each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement incurred by
such indemnified party, as incurred, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Holders, on the other hand, from the offering of the Notes, the
Exchange Notes and the Registrable Notes (taken together) included in such
offering or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Holders, on the other

                                       22



hand, in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations; provided, however, that no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person that was not guilty of such
fraudulent misrepresentation.

    The relative benefits received by the Company from the offering of the
Notes, the Exchange Notes and the Registrable Notes (taken together) included in
such offering shall in each case be deemed to include the proceeds received by
the Company in connection with the offering of the Notes pursuant to the
Purchase Agreement. The parties hereto agree that any underwriting discount or
commission or reimbursement of fees paid to the Initial Purchasers pursuant to
the Purchase Agreement shall not be deemed to be a benefit received by the
Initial Purchasers in connection with the offering of the Exchange Notes or
Registrable Notes included in such offering.

    The relative fault of such indemnifying party or parties, on the one hand,
and the indemnified party or parties, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or parties or such
indemnified party or parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

    The Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 4 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the relevant equitable considerations. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and
referred to above in this Section 4 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission. For purposes of this Section 4, each Affiliate of
a Holder, and each partner, director, officer, employee and Person, if any, who
controls a Holder or such Affiliate within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as such Holder, and each director of the Company and each officer
who signed the Registration Statement and each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as the Company.

        5.      Participation in an Underwritten Registration. No Holder may
participate in an underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Notes on the basis provided in the
underwriting arrangement approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.

                                       23



        6.      Selection of Underwriters. The Holders of Registrable Notes
covered by the Shelf Registration Statement who desire to do so may sell
Registrable Notes covered by such Shelf Registration in an underwritten
offering, subject to the provisions of Section 3(m) hereof. In any such
underwritten offering, the underwriter or underwriters and manager or managers
that will administer such offering will be selected by the Holders of a majority
in aggregate principal amount of the Registrable Notes included in such
offering; provided, however, that such underwriters and managers must be
reasonably satisfactory to the Company.

        7.      Miscellaneous.

        (a)     Rule 144 and Rule l44A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the Exchange Act and any
Registrable Notes remain outstanding, the Company covenants that it will file
the reports required to be filed by it under the Securities Act and Section
13(a) or 15(d) of the Exchange Act; provided, however, that if the Company
ceases to be so required to file such reports, it will, upon the request of any
Holder of Registrable Notes (a) make publicly available such information
(including, without limitation, the information specified in Rule 144(c)(2)
under the Securities Act) as is necessary to permit sales of its securities
pursuant to Rule 144 under the Securities Act, (b) promptly deliver or cause to
be delivered such information (including, without limitation, the information
specified in Rule 144A(d)(4) under the Securities Act) to a prospective
purchaser as is necessary to permit sales of its securities pursuant to Rule
144A under the Securities Act and (c) take such further action that is
reasonable in the circumstances, in each case, to the extent required from time
to time to enable such Holder to sell its Registrable Notes without registration
under the Securities Act within the limitation of the exemptions provided by (i)
Rule 144 under the Securities Act, as such rule may be amended from time to
time, (ii) Rule 144A under the Securities Act, as such rule may be amended from
time to time, or (iii) any similar rules or regulations hereafter adopted by the
Commission. Upon the request of any Holder of Registrable Notes, the Company
will deliver to such Holder a written statement as to whether it has complied
with such requirements.

        (b)     No Inconsistent Agreements. The Company has not entered into,
nor will the Company on or after the date of this Agreement enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or which otherwise conflicts with the
provisions hereof. The provisions hereof do not in any way conflict with and are
not inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities.

        (c)     Amendments and Waivers. The provisions of this Agreement,
including this clause (c), may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders of a majority in
aggregate principal amount of the outstanding Registrable Notes affected by such
amendment, modification, supplement, waiver or departure; provided that no
amendment, modification or supplement or waiver or consent to the departure with
respect to the provisions of Section 4 hereof shall be effective as against any
Holder of Registrable Notes unless consented to in writing by such Holder of
Registrable Notes. Notwithstanding the foregoing sentence, (i) this Agreement
may be amended, without the consent of any Holder of Registrable Notes, by
written agreement signed by the Company and

                                       24



the Initial Purchasers, to cure any ambiguity, correct or supplement any
provision of this Agreement that may be inconsistent with any other provision of
this Agreement or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with
other provisions of this Agreement, (ii) this Agreement may be amended, modified
or supplemented, and waivers and consents to departures from the provisions
hereof may be given, by written agreement signed by the Company and the Initial
Purchasers to the extent that any such amendment, modification, supplement,
waiver or consent is, in their reasonable judgment, necessary or appropriate to
comply with applicable law (including any interpretation of the staff of the
Commission) or any change therein and (iii) to the extent any provision of this
Agreement relates to the Initial Purchasers, such provision may be amended,
modified or supplemented, and waivers or consents to departures from such
provisions may be given, by written agreement signed by the Initial Purchasers
and the Company. Each Holder of Registrable Notes shall be bound by any
amendment or waiver effected pursuant to this Section 7(c), whether or not any
notice, writing or marking indicating such amendment or waiver appears on such
Registrable Notes or is delivered to such Holder.

        (d)     Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 7(d), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 7(d).

        All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

        Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

        (e)     Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of the
Initial Purchasers, including, without limitation and without the need for an
express assignment, subsequent Holders; provided, however, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Notes in violation of the terms of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Registrable Notes in
any manner, whether by operation of law or otherwise, such Registrable Notes
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Notes, such transferee shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such transferee shall be entitled to receive the benefits
hereof.

                                       25



        (f)     Third Party Beneficiaries. Each Holder shall be a third party
beneficiary of the agreements made hereunder between the Initial Purchasers and
the Company, and the Initial Purchasers shall have the right to enforce such
agreements directly to the extent any of them deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder.

        (g)     Counterparts; Facsimile. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, and
signature pages may be delivered by facsimile, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

        (h)     Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

        (i)     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT
REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE.

        (j)     Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

        (k)     Notes Held by the Company or its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or any Affiliates
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                                       26



        IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                        FISERV, INC.

                                        By: /s/ Leslie M. Muma
                                            ------------------------------------
                                            Name:  Leslie M. Muma
                                            Title: President and Chief Executive
                                                    Officer

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
             INCORPORATED

By: /s/ Amir Mirza
    ------------------------------------
    Name:  Amir Mirza
    Title: Vice President

For itself and on behalf of the other Initial Purchasers

                                       S-1



                                                                         ANNEX A

                               INITIAL PURCHASERS

Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
Banc One Capital Markets, Inc
Wachovia Securities, LLC
BNY Capital Markets, Inc.
U.S. Bancorp Piper Jaffray Inc.
SunTrust Capital Markets, Inc.

                                    Annex A-1

EX-5.1

                                                                     EXHIBIT 5.1

[FOLEY & LARDNER LETTERHEAD]

                                 August 8, 2003

Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045

Ladies and Gentlemen:

                We have acted as counsel for Fiserv, Inc., a Wisconsin
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-4, including the Prospectus constituting a part
thereof (the "Registration Statement"), to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an offer to exchange (the "Exchange Offer") the
Company's new 3% Notes due 2008 (the "New Notes") for an equal principal amount
of the Company's outstanding 3% Notes due 2008 (the "Old Notes").

                The Old Notes were issued, and the New Notes will be issued,
pursuant to an Indenture, dated as of June 27, 2003 (the "Indenture"), between
the Company and BNY Midwest Trust Company, as Trustee (the "Trustee").

                In connection with our opinion, we have examined: (a) the
Registration Statement, including the Prospectus; (b) the Indenture; (c) the
form of the New Notes; and (d) such other proceedings, documents and records as
we have deemed necessary to enable us to render this opinion.

                In our examination of the above referenced documents, we have
assumed the genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.

                Based upon the foregoing, assuming that the Indenture has been
duly authorized, executed and delivered by, and represents the valid and binding
obligation of, the Trustee, and when the Registration Statement, including any
amendments thereto, shall have become effective under the Securities Act and the
Indenture shall have been duly qualified under the Trust Indenture Act of 1939,
as amended, and having regard for such legal considerations as we deem relevant,
we are of the opinion that the New Notes, when duly executed and delivered by or
on behalf of the Company in the form contemplated by the Indenture upon the
terms set forth in the Exchange Offer and authenticated by the Trustee, will be
legally issued and valid and binding obligations of the Company enforceable in
accordance with their terms except as enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
comparable laws affecting the enforcement of creditors' rights generally or the
application of equitable principles (regardless of whether such enforceability
is considered in a proceeding in equity or at law).



[FOLEY & LARDNER LETTERHEAD]

                We are qualified to practice law in the State of Wisconsin and
we do not purport to be experts on the law other than that of the State of
Wisconsin and the Federal laws of the United States of America. We express no
opinion and make no representations with respect to the laws of any other
jurisdiction.

                We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Prospectus which is filed as part of the Registration
Statement, and to the filing of this opinion as an exhibit to such Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.

                                         Very truly yours,

                                         /s/ FOLEY & LARDNER

                                         FOLEY & LARDNER

EX-12.1

                                                                    EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except for ratio data)


                                                                                                             Six months ended
                                                                   Year ended December 31,                        June 30,
                                                    -----------------------------------------------------  --------------------
                                                       1998       1999       2000       2001       2002       2002       2003
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                                                                 
Income before income taxes                          $ 193,684  $ 233,685  $ 300,035  $ 347,028  $ 436,290  $ 215,996  $ 250,206

Add fixed charges:
Gross interest expense                                 21,330     25,111     28,823     20,159     17,758      8,898     10,074
Amortization of debt discount                               -          -          -          -          -          -          5
Estimated interest component of rental expense (1)     24,033     26,180     27,664     28,990     33,200     15,777     17,178
                                                    -----------------------------------------------------  --------------------
Total fixed charges                                    45,363     51,291     56,487     49,149     50,958     24,675     27,257

Total adjusted earnings                             $ 239,047  $ 284,976  $ 356,522  $ 396,177  $ 487,248  $ 240,671  $ 277,463

                                                    -----------------------------------------------------  --------------------
Ratio of earnings to fixed charges                       5.27       5.56       6.31       8.06       9.56       9.75      10.18
                                                    -----------------------------------------------------  --------------------


(1) Interest component estimated to be 1/3 of rental expense.

EX-23.1

                                                                    Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Fiserv, Inc. on Form S-4 of our reports dated January 24, 2003 (which reports
express an unqualified opinion and include an explanatory paragraph as to the
adoption in 2002 of Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets"), appearing in and incorporated by
reference in the Annual Report on Form 10-K of Fiserv, Inc. for the year ended
December 31, 2002, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
August 8, 2003

EX-23.3

                                                                      


      United States                   [LOGO OF AMERICAN APPRAISAL                International
      -------------                   ASSOCIATES(R) APPEARS HERE]                -------------
Atlanta        Milwaukee                                                    Brazil           Mexico
Boston         Minneapolis             411 East Wisconsin Avenue            Canada           Morocco
Buffalo        New Orleans                     Suite 1900                   China            Philippines
Charlotte      New York                       P.O. Box 664                  Croatia          Portugal
Chicago        Oak Lawn             Milwaukee, Wisconsin 53202-0664         Czech Republic   Russia
Cincinnati     Philadelphia            Telephone: (414) 271-7240            England          Spain
Dallas         Pittsburgh             www.american-appraisal.com            Germany          Taiwan
Denver         Princeton                                                    Greece           Thailand
Detroit        Schaumburg                                                   Hong Kong        Turkey
Houston        St. Louis                                                    Hungary          Venezuela
Irvine         San Francisco                                                Italy
Jacksonville   Seattle                                                      Japan
Los Angeles






                        CONSENT OF INDEPENDENT APPRAISER
                        --------------------------------

     American Appraisal Associates, Inc. ("AAA") hereby consents to the
incorporation by reference of its preliminary conclusions of value in this
Registration Statement of Fiserv, Inc. on Form S-4 ("Form S-4"). Specifically,
AAA consents to Fiserv's reference to the stated preliminary conclusions of
value of $55.9 million for the intangible assets included in the preliminary
purchase price allocation for the CNS acquisition, referenced in "Note 2.
Acquisitions" of Fiserv's 2002 10K filing, which is incorporated by reference
into Fiserv's Form S-4.

                                        AMERICAN APPRAISAL ASSOCIATES, INC.


                                        By /s/ Dale J. Egan
                                           -------------------------------------
                                               Dale J. Egan
                                               General Counsel

Milwaukee, Wisconsin
August 8, 2003

EX-24

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to an offer to exchange substantially identical unsecured debt securities and
related guarantees that are registered under the Securities Act of 1933, as
amended, for up to $100,000,000 aggregate principal amount of unsecured debt
securities to be issued by Fiserv, Inc., any or all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 1st day of July, 2003.

                                         /s/ Donald F. Dillon
                                         ---------------------------------------
                                         Donald F. Dillon



                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to an offer to exchange substantially identical unsecured debt securities and
related guarantees that are registered under the Securities Act of 1933, as
amended, for up to $100,000,000 aggregate principal amount of unsecured debt
securities to be issued by Fiserv, Inc., any or all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 1st day of July, 2003.

                                         /s/ Leslie M. Muma
                                         ---------------------------------------
                                         Leslie M. Muma



                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to an offer to exchange substantially identical unsecured debt securities and
related guarantees that are registered under the Securities Act of 1933, as
amended, for up to $100,000,000 aggregate principal amount of unsecured debt
securities to be issued by Fiserv, Inc., any or all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 1st day of July, 2003.

                                         /s/ Daniel P. Kearney
                                         ---------------------------------------
                                         Daniel P. Kearney



                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to an offer to exchange substantially identical unsecured debt securities and
related guarantees that are registered under the Securities Act of 1933, as
amended, for up to $100,000,000 aggregate principal amount of unsecured debt
securities to be issued by Fiserv, Inc., any or all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 1st day of July, 2003.

                                         /s/ Gerald J. Levy
                                         ---------------------------------------
                                         Gerald J. Levy



                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to an offer to exchange substantially identical unsecured debt securities and
related guarantees that are registered under the Securities Act of 1933, as
amended, for up to $100,000,000 aggregate principal amount of unsecured debt
securities to be issued by Fiserv, Inc., any or all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 1st day of July, 2003.

                                         /s/ Glenn M. Renwick
                                         ---------------------------------------
                                         Glenn M. Renwick



                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to an offer to exchange substantially identical unsecured debt securities and
related guarantees that are registered under the Securities Act of 1933, as
amended, for up to $100,000,000 aggregate principal amount of unsecured debt
securities to be issued by Fiserv, Inc., any or all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 1st day of July, 2003.

                                         /s/ L. William Seidman
                                         ---------------------------------------
                                         L. William Seidman



                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as her true and lawful attorney-in-fact and agent,
with full power of substitution, for her and in her name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to an offer to exchange substantially identical unsecured debt securities and
related guarantees that are registered under the Securities Act of 1933, as
amended, for up to $100,000,000 aggregate principal amount of unsecured debt
securities to be issued by Fiserv, Inc., any or all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 1st day of July, 2003.

                                         /s/ Thekla R. Shackelford
                                         ---------------------------------------
                                         Thekla R. Shackelford



                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to an offer to exchange substantially identical unsecured debt securities and
related guarantees that are registered under the Securities Act of 1933, as
amended, for up to $100,000,000 aggregate principal amount of unsecured debt
securities to be issued by Fiserv, Inc., any or all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 2nd day of July, 2003.

                                         /s/ Thomas C. Wertheimer
                                         ---------------------------------------
                                         Thomas C. Wertheimer

EX-25

                                                                      EXHIBIT 25

================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [ ]

                                   ----------

                            BNY MIDWEST TRUST COMPANY
                 (formerly known as CTC Illinois Trust Company)
               (Exact name of trustee as specified in its charter)

      Illinois                                              36-3800435
      (State of incorporation                               (I.R.S. employer
      if not a U.S. national bank)                          identification no.)

      2 North LaSalle Street
      Suite 1020
      Chicago, Illinois                                     60602
      (Address of principal executive offices)              (Zip code)

                                   ----------

                                  FISERV, INC.
               (Exact name of obligor as specified in its charter)

      Wisconsin                                             39-1506125
      (State or other jurisdiction of                       (I.R.S. employer
      incorporation or organization)                        identification no.)

      255 Fiserv Drive
      Brookfield, Wisconsin                                 53045
      (Address of principal executive offices)              (Zip code)

                                   ----------

                              3% New Notes due 2008
                       (Title of the indenture securities)
================================================================================



1.     GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

       (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                WHICH IT IS SUBJECT.

- --------------------------------------------------------------------------------
        Name                                            Address
- --------------------------------------------------------------------------------

Office of Banks & Trust Companies               500 E. Monroe Street
of the State of Illinois                        Springfield, Illinois 62701-1532

Federal Reserve Bank of Chicago                 230 S. LaSalle Street
                                                Chicago, Illinois 60603

       (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.     AFFILIATIONS WITH OBLIGOR.

       IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
       AFFILIATION.

        None.

16.    LIST OF EXHIBITS.

       EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
       ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
       RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
       C.F.R. 229.10(d).

       1.       A copy of Articles of Incorporation of BNY Midwest Trust Company
                (formerly CTC Illinois Trust Company, formerly Continental Trust
                Company) as now in effect. (Exhibit 1 to Form T-1 filed with the
                Registration Statement No. 333-47688.)

       2,3.     A copy of the Certificate of Authority of the Trustee as now in
                effect, which contains the authority to commence business and a
                grant of powers to exercise corporate trust powers. (Exhibit 2
                to Form T-1 filed with the Registration Statement No.
                333-47688.)

       4.       A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                Form T-1 filed with the Registration Statement No. 333-47688.)

       6.       The consent of the Trustee required by Section 321(b) of the
                Act. (Exhibit 6 to Form T-1 filed with the Registration
                Statement No. 333-47688.)

                                       -2-



       7.       A copy of the latest report of condition of the Trustee
                published pursuant to law or to the requirements of its
                supervising or examining authority.

                                       -3-



                                    SIGNATURE

       Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 5th day of August, 2003.

                                         BNY Midwest Trust Company

                                         By: /S/    C. POTTER
                                         ---------------------------------------
                                             Name:  C. POTTER
                                             Title: ASSISTANT VICE PRESIDENT

                                       -4-



                         OFFICE OF BANKS AND REAL ESTATE
                       BUREAU OF BANKS AND TRUST COMPANIES

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY MIDWEST TRUST COMPANY
                           209 WEST JACKSON BOULEVARD
                                    SUITE 700
                             CHICAGO, ILLINOIS 60606

Including the institution's domestic and foreign subsidiaries completed as of
the close of business on March 31, 2003, submitted in response to the call of
the Office of Banks and Real Estate of the State of Illinois.



                    ASSETS                                              THOUSANDS OF DOLLARS
                    ------                                              --------------------
                                                                         
1.    Cash and Due from Depository Institutions.......................         24,268

2.    Treasury Securities ............................................          - 0 -

3.    Obligations of States and Political Subdivisions ...............          - 0 -

4.    Other Bonds, Notes and Debentures ..............................          - 0 -

5.    Corporate Stock ................................................          - 0 -

6.    Trust Company  Premises,  Furniture,  Fixtures and
      Other Assets Representing Trust Company
      Premises .......................................................            878

7.    Leases and Lease Financing Receivables .........................          - 0 -

8.    Accounts Receivable ............................................          3,692

9.    Other Assets ...................................................

      (Itemize amounts greater than 15% of Line 9)

             GOODWILL ........................................86,813

                                                                               86,911

10.   TOTAL ASSETS....................................................        115,749




                         OFFICE OF BANKS AND REAL ESTATE
                       BUREAU OF BANKS AND TRUST COMPANIES

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY MIDWEST TRUST COMPANY
                           209 WEST JACKSON BOULEVARD
                                    SUITE 700
                             CHICAGO, ILLINOIS 60606



                                                                        THOUSANDS OF DOLLARS
                                                                        --------------------
                             LIABILITIES
                                                                         
11.   Accounts Payable...............................................           - 0 -

12.   Taxes Payable..................................................           - 0 -

13.   Other Liabilities for Borrowed Money...........................          25,425

14.   Other Liabilities..............................................

      (Itemize amounts greater than 15% of Line 14)

            Reserve for Taxes..........................3,991
            Taxes due to Parent........................2,934
                                                                                7,199

15. TOTAL LIABILITIES                                                          32,624

                             EQUITY CAPITAL

16.   Preferred Stock................................................           - 0 -

17.   Common Stock...................................................           2,000

18.   Surplus........................................................          62,130

19.   Reserve for Operating Expenses.................................           - 0 -

20.   Retained Earnings (Loss).......................................          18,995

21.   TOTAL EQUITY CAPITAL...........................................          83,125

22.   TOTAL LIABILITIES AND EQUITY CAPITAL...........................         115,749




I,    Keith A. Mica, Vice President
   -----------------------------------------------------------------------------
              (Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this

statement is accurate to the best of my knowledge and belief. I understand that

submission of false information with the intention to deceive the Commissioner

or his Administrative officers is a felony.

                                /s/ Keith A. Mica
                 -----------------------------------------------
                (Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 30th day of April __________ ,
2003.

My Commission expires May 15, 2007.

                             /s/ Joseph A. Giacobino, Notary Public
                             -----------------------

(Notary Seal)

Person to whom Supervisory Staff should direct questions concerning this report.

      Christine Anderson                        (212) 437-5984
- ------------------------------           -------------------------------
             Name                          Telephone Number (Extension)

EX-99.1

                                                                    EXHIBIT 99.1

                              LETTER OF TRANSMITTAL

                                  FISERV, INC.

                                Offer to Exchange
                          Registered 3% Notes due 2008
                           For Any and All Outstanding
                         Unregistered 3% Notes due 2008
                Pursuant to the Prospectus dated __________, 2003

- --------------------------------------------------------------------------------
       THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M. NEW YORK CITY TIME, ON
           __________, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------

     The Exchange Agent for the Exchange Offer is BNY Midwest Trust Company.

      By Facsimile Transmission:            By Registered or Certified Mail,
      -------------------------              Hand or Overnight Courier:
   (For Eligible Institutions Only)          -------------------------
           Bank of New York                         Bank of New York
      Corporate Trust Department               Corporate Trust Department
         Reorganization Unit                      Reorganization Unit
            (212) 298-1915                       101 Barclay Street- 7E
        Attention: Mr. Kin Lau                     New York, NY 10286
                                                 Attention: Mr. Kin Lau

        Confirm by Telephone:
        --------------------
            (212) 815-3750

          DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

          PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING
THIS LETTER OF TRANSMITTAL.

          The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated __________, 2003 (the "Prospectus"), of Fiserv, Inc., a
Wisconsin corporation (the "Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange its 3% Notes due 2008 (the "New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of the Company's issued and outstanding unregistered 3% Notes
due 2008 (the "Old Notes").

          For each Old Note accepted for exchange, the Holder of such Old Note
will receive a New Note having a principal amount equal to that of the
surrendered Old Note. The New Notes will bear interest from the most recent date
to which interest has been paid on the Old Notes or, if no interest has been
paid on the Old Notes, from June 27, 2003. Accordingly, registered Holders of
New Notes on the relevant record date for the first interest payment date
following the consummation of the Exchange Offer will receive interest accrued
from the most recent date to which interest has been paid or, if no interest has
been paid, from June 27, 2003. However, if that record date occurs prior to
completion of the Exchange Offer, then the interest payable on the first
interest payment date following the completion of the

                                       -1-



Exchange Offer will be paid to the registered Holders of the Old Notes on that
record date. Old Notes accepted for exchange will cease to accrue interest from
and after the date of consummation of the Exchange Offer and will be cancelled.
Holders of Old Notes whose Old Notes are accepted for exchange will not receive
any payment in respect of accrued interest on such Old Notes otherwise payable
on any interest payment date the record date for which occurs on or after
consummation of the Exchange Offer.

          This Letter is to be completed by a Holder of Old Notes either if (1)
certificates are to be forwarded herewith or (2) tenders are to be made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant
to the procedures set forth in "The Exchange Offer - Book-Entry Transfer"
section of the Prospectus. Holders of Old Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Notes according
to the guaranteed delivery procedures set forth in "The Exchange Offer -
Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1.
Delivery of documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent.

          Tenders by book-entry transfer also may be made by delivering an
Agent's Message in lieu of this Letter. The term "Agent's Message" means a
message, transmitted by the Book-Entry Transfer Facility to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation, which states
that the Book-Entry Transfer Facility has received an express acknowledgment
from the tendering participant, which acknowledgment states that such
participant has received and agrees to be bound by this Letter and the Company
may enforce this Letter against such participant.

          As used in this Letter, the term "Holder" with respect to the Exchange
Offer means any person in whose name Old Notes are registered on the books of
the Company or, with respect to interests in global notes held by DTC, any DTC
participant listed in an official DTC proxy. The undersigned has completed the
appropriate boxes below and signed this Letter to indicate the action the
undersigned desires to take with respect to the Exchange Offer.

                                       -2-



          List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed hereto.



                          DESCRIPTION OF OLD NOTES TENDERED

  NAME(S) AND ADDRESS(ES) OF                              AGGREGATE
     REGISTERED HOLDER(S)            CERTIFICATE       PRINCIPAL AMOUNT        PRINCIPAL AMOUNT
  (PLEASE FILL IN, IF BLANK)          NUMBER(S)*         OF OLD NOTES             TENDERED**
- ---------------------------------- ---------------- ----------------------- -----------------------
                                                                      

- ---------------------------------- ---------------- ----------------------- -----------------------

- ---------------------------------- ---------------- ----------------------- -----------------------

- ---------------------------------- ---------------- ----------------------- -----------------------

- ---------------------------------- ---------------- ----------------------- -----------------------

- ---------------------------------- ---------------- ----------------------- -----------------------
                                         Total
- ---------------------------------- ---------------- ----------------------- -----------------------


*    Do not complete if Old Notes are being tendered by book-entry transfer.
**   A holder will be deemed to have tendered ALL Old Notes unless a lesser
     amount is specified in this column. See Instruction 2. Old Notes tendered
     hereby must be in denominations of principal amount of $1,000 and any
     integral multiples thereof. See Instruction 1.

[ ]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
     MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
     TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

     Name of Tendering Institution ____________________________________________
     Account Number __________________    Transaction Code Number _____________

[ ]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
     OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
     THE FOLLOWING:

     Name(s) of Registered Holder(s) __________________________________________
     Window Ticket Number (if any) ____________________________________________
     Date of Execution of Notice of Guaranteed Delivery _______________________
     Name of Institution Which Guaranteed Delivery ____________________________
     If Delivered by Book-Entry Transfer, Complete the Following:
     Account Number _________________     Transaction Code Number _____________

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.
     Name: ____________________________________________________________________
     Address: _________________________________________________________________

                                       -3-



                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

Ladies and Gentlemen:

          Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal amount of
Old Notes indicated on page 3 of this Letter. Subject to, and effective upon,
the acceptance for exchange of the Old Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Old Notes as are being tendered hereby.

          The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered Old Notes, with full power of substitution, among
other things, to cause the Old Notes to be assigned, transferred and exchanged.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes, and to
acquire the New Notes issuable upon the exchange of such tendered Old Notes, and
that, when the same are accepted for exchange, the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim when the same are accepted
by the Company. The undersigned hereby further represents that: (1) any New
Notes acquired in exchange for Old Notes tendered hereby will have been acquired
in the ordinary course of business of the person receiving such New Notes,
whether or not such person is the undersigned, (2) neither the Holder of such
Old Notes nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such New Notes, and (3) neither the
Holder of such Old Notes or any such other person is an "affiliate," as defined
in Rule 405 under the Securities Act of the Company.

          The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred by
Holders thereof (other than any such Holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Holders are not broker-dealers, such New
Notes are acquired in the ordinary course of such Holders' business and such
Holders have no arrangement or understanding with any person to participate in
the distribution of such New Notes. However, the SEC has not considered the
Exchange Offer in the context of a no-action letter and there can be no
assurance that the staff of the SEC would make a similar determination with
respect to the Exchange Offer as in other circumstances. If the undersigned is
not a broker-dealer, then the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of the New Notes. If any Holder
is an affiliate of the Company, or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired pursuant to the
Exchange Offer, such Holder (i) cannot rely on the applicable interpretations of
the staff of the SEC, (ii) is not entitled and will not be permitted to tender
Old Notes in the Exchange Offer and (iii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction. If the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes, it represents that the Old
Notes to be exchanged for the New Notes were acquired by it as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes; however, by so acknowledging and
by delivering a prospectus meeting the requirements of the Securities Act, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

                                       -4-



          The undersigned will, upon request, execute and deliver any additional
documents reasonably deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Old Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer - Withdrawal Rights" section of the Prospectus.

          Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes Tendered."

          The undersigned, by completing the box entitled "Description of Old
Notes Tendered" on page 3 of this Letter and signing this Letter, will be deemed
to have tendered the Old Notes as set forth in such box on page 3 of this
Letter.

                                       -5-





               SPECIAL ISSUANCE INSTRUCTIONS                                  SPECIAL DELIVERY INSTRUCTIONS
                (See Instructions 3 and 4)                                     (See Instructions 3 and 4)
                                                             
         To be  completed  ONLY if Old Notes not  exchanged              To be completed  ONLY if Old Notes not exchanged
and/or  New Notes  are to be issued in the name of  someone     and/or  new Notes are to be sent to  someone  other  than
other than the  undersigned,  or if Old Notes  delivered by     the  undersigned,  or to the  undersigned  at an  address
book-entry  transfer  which are not  accepted  for exchange     other than shown in the box entitled  "Description of Old
are to be  returned by credit to an account  maintained  at     Notes Tendered" on this Letter.
the  Book-Entry  Transfer  Facility  other than the account
indicated above.                                                Mail:      [ ]  New Notes
                                                                           [ ]  Old Notes
Issue:     [ ]  New Notes
           [ ]  Old Notes                                       Name(s)    ______________________________________
                                                                                    (Please Type or Print)
Name(s)    ______________________________________                          ______________________________________
                  (Please Type or Print)
           ______________________________________               Address    ______________________________________
                                                                           ______________________________________
Address    ______________________________________
           ______________________________________

Taxpayer Identification or Social Security No.
_________________________________________________

[ ]      Credit unexchanged Old Notes delivered by
         book-entry transfer to the Book-Entry Transfer
         Facility account set forth below.

_________________________________________________
(Book-Entry Transfer Facility Account Number,
if applicable)


                                       -6-



                     ALL TENDERING HOLDERS PLEASE SIGN HERE
                   (Complete Substitute Form W-9 on next page)


X    ________________________________________  __________________________, 2003
                                                          Date

X    ________________________________________  __________________________, 2003
                                                          Date

Area Code and Telephone Number ________________________________________________

          This Letter must be signed by the registered holder(s) or DTC
participant(s) exactly as the name(s) appear(s) on the Old Notes or on a
security position listing or by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith. If signature is by
a trustee, executor, administrator, guardian, officer or other person acting in
a fiduciary or representative capacity, please provide the following
information. See Instruction 3.

Name(s): ______________________________________________________________________
                             (Please Type or Print)

Capacity (full title): ________________________________________________________

Address: ______________________________________________________________________
_______________________________________________________________________________

Taxpayer Identification or Social Security No.: _______________________________
_______________________________________________________________________________
                              SIGNATURE GUARANTEE
                         (If required by Instruction 3)

Signature(s) Guaranteed
By an Eligible Institution: ___________________________________________________
                                         (Authorized Signature)

Name and Title: _______________________________________________________________

Name of Firm: _________________________________________________________________

Dated:  ________________, 2003

IMPORTANT: THIS LETTER (OR A FACSIMILE HEREOF), TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                                       -7-



                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                               (See Instruction 5)


                                             PAYOR'S NAME: BNY MIDWEST TRUST COMPANY
- ----------------------------------------------------------------------------------------------------------------------
                            
SUBSTITUTE                     Part 1 - PLEASE PROVIDE YOUR TAXPAYER          Social security number
Form W-9                       IDENTIFICATION NUMBER IN THE BOX AT RIGHT      ______________________________
                               AND CERTIFY BY SIGNING AND DATING BELOW.       OR
                               If Old Notes are held in more than one         Employer Identification number
                               name, see the Guidelines for Certification
                               of Taxpayer Identification Number on           ______________________________
                               Substitute W-9 to determine which number
                               you must provide.

                               ---------------------------------------------------------------------------------------
Department of the Treasury     Part 2 - FOR PAYEES EXEMPT FROM BACK WITHHOLDING (See the Guidelines for
Internal Revenue Service       Certification of Taxpayer Identification Number on Substitute Form W-9).

                               ---------------------------------------------------------------------------------------
PAYOR'S REQUEST FOR            Part 3 - CERTIFICATION:  UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
TAXPAYER IDENTIFICATION
NUMBER AND CERTIFICATION       (1)     the number shown on this form is my correct taxpayer identification number (or
                                       I am waiting for a number to be issued to me);

                               (2)     I am not subject to backup withholding either because: (a) I am exempt from
                                       backup withholding, or (b) I have not been notified by the Internal Revenue
                                       Service (the "IRS") that I am subject to backup withholding as a result of a
                                       failure to report all interest or dividends, or (c) the IRS has notified me
                                       that I am no longer subject to backup withholding; and

                               (3)     I am a U.S. Person (including a resident alien).

                               The Internal Revenue Service does not require your consent to any provision of this
                               document other than the certifications required to avoid backup withholding.

                               SIGNATURE ___________________________________
                               PRINTED NAME ________________________________
                               DATE ______________________

                               You must cross out item (2) of the above certification if you have been notified by
                               the IRS that you are subject to backup withholding because you failed to report all
                               interest and dividends on your tax return.

- -------------------------------------------------------------------------------------------------------------------------------
                                   YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING
                                                  A TAXPAYER IDENTIFICATION NUMBER.
- -------------------------------------------------------------------------------------------------------------------------------


             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 28% of all
reportable payments made to me thereafter will be withheld until I provide a
number.

Signature ___________________________                   Date __________________

                                       -8-



                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.        DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.

          This Letter is to be completed by Holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer - Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter (or manually signed
facsimile hereof), with any required signature guarantees, and any other
documents required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
Holder must comply with the guaranteed delivery procedures set forth below. Old
Notes tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiples thereof.

          Holders who tender their Old Notes by delivering an Agent's Message do
not need to submit this Letter.

          Holders whose certificates for Old Notes are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer
- - Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such
procedures, (i) such tender must be made through an Eligible Institution, (ii)
prior to 11:59 P.M., New York City time, on the Expiration Date, the Exchange
Agent must receive from such Eligible Institution a properly completed and duly
executed letter (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the Holder of Old
Notes and the amount of Old Notes tendered stating that the tender is being made
thereby and guaranteeing that within three New York Stock Exchange ("NYSE")
trading days after the Expiration Date, the certificates for all physically
tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation,
as the case may be, and any other documents required by this Letter will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Old Notes, in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, and all other documents
required by this Letter, are received by the Exchange Agent within three NYSE
trading days after the Expiration Date.

          THE METHOD OF DELIVERY OF THIS LETTER, THE OLD NOTES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

          See "The Exchange Offer" section of the Prospectus.

2.        PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
          TRANSFER).

          If less than all of the Old Notes evidenced by a submitted certificate
are to be tendered, the tendering Holder(s) should fill in the aggregate
principal amount of the Old Notes to be tendered in the box above entitled
"Description of Old Notes Tendered--Principal Amount Tendered." A reissued
certificate representing the balance of non-tendered Old Notes will be sent to
such tendering Holder, unless otherwise provided in the appropriate box on this
Letter promptly after the Expiration Date. All of

                                       -9-



the Old Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

3.        SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
          SIGNATURES.

          If this Letter is signed by the registered Holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever. If this Letter is
signed by a participant in DTC, the signature must correspond with the name as
it appears on the security position listing as the owner of the Old Notes.

          If any tendered Old Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.

          If any tendered Old Notes are registered in different names, it will
be necessary to complete, sign and submit as many separate copies of this Letter
as there are different registrations of Old Notes.

          When this Letter is signed by the registered Holder(s) of the Old
Notes specified herein and tendered hereby, no endorsements of the tendered Old
Notes or separate bond powers are required. If, however, the new Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the registered Holder, then endorsements of any Old Notes transmitted hereby or
separate bond powers are required. Signatures on the Old Notes or bond power
must be guaranteed by an Eligible Institution.

          If this Letter is signed by a person other than the registered
Holder(s) of any Old Notes specified herein, such Old Notes must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered Holder or Holders appear(s) on the Old Notes (or
security position listing) and signatures on the Old Notes or bond power must be
guaranteed by an Eligible Institution.

          If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company, must
submit proper evidence satisfactory to the Company of their authority to so act.

          Endorsements on Old Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by a firm or other entity identified in
Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution,"
including (as such terms are defined therein) (i) a bank, (ii) broker, dealer,
municipal securities broker or dealer or government securities broker or dealer,
(iii) a credit union, (iv) a national securities exchange, registered securities
association or clearing agency, or (v) a savings association that is a
participant in a Securities Transfer Association (an "Eligible Institution").

          Signatures on this Letter need not be guaranteed by an Eligible
Institution if the Old Notes are tendered: (i) by a registered Holder of Old
Notes (which term, for purposes of the Exchange Offer, includes any participant
in the Book-Entry Transfer Facility whose name appears on a security position
listing as the Owner of such Old Notes) who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on this
Letter, or (ii) for the account of an Eligible Institution.

4.        SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

          Tendering Holders of Old Notes should indicate in the applicable box
on page 6 of this Letter the name and address to which New Notes issued pursuant
to the Exchange Offer and/or substitute

                                      -10-



certificates evidencing Old Notes not exchanged are to be issued or sent, if
different from the name or address of the person signing this Letter. In the
case of issuance in a different name, the employer identification or social
security number of the person named must also be indicated. Holders tendering
Old Notes by book-entry transfer may request that Old Notes not exchanged be
credited to such account maintained at the Book-Entry Transfer Facility as such
note Holder may designate hereon. If no such instructions are given, such Old
Notes not exchanged will be returned to the name and address of the person
signing this Letter.

5.        TAXPAYER IDENTIFICATION NUMBER.

          Federal income tax law generally requires that a tendering Holder
whose Old Notes are accepted for exchange must provide the Company (as payor)
with such Holder's correct Taxpayer Identification Number ("TIN") on the
substitute Form W-9 on page 8 of this Letter, which in the case of a tendering
Holder who is an individual, is his or her social security number. If the
Company is not provided with the current TIN or an adequate basis for an
exemption from backup withholding, such tendering Holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent
maybe required to withhold 28% of the amount of any reportable payments made
after the exchange to such tendering Holder of New Notes. If withholding results
in an overpayment of taxes, a refund may be obtained.

          Exempt Holders of Old Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt holders, other than foreign individuals, should
furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 and
sign, date and return the form to the Exchange Agent. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for additional instructions. If the tendering
holder of Old Notes is a nonresident alien or foreign entity not subject to
backup withholding, such holder must give the Exchange Agent a completed Form
W-8 Certificate of Foreign Status.

          To prevent backup withholding, each tendering Holder of Old Notes must
provide its correct TIN by completing the Substitute Form W-9 on page 8 of this
Letter, certifying, under penalties of perjury, that the TIN provided is correct
(or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from
backup withholding, or (ii) the Holder has not been notified by the Internal
Revenue Service that such Holder is subject to backup withholding as a result of
a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the Holder that such Holder is no longer subject to backup
withholding. If the Old Notes are in more than one name or are not in the name
of the actual owner, such Holder should consult the W-9 Guidelines for
information on which TIN to report. Failure to provide the information on the
form may subject the Holder to 28% federal income tax backup withholding on all
reportable payments to the Holder. If such Holder does not have a TIN, such
Holder should consult the W-9 Guidelines for instructions on applying for a TIN,
apply for a TIN and write "applied for" in lieu of its TIN in Part 1 of the
Substitute Form W-9. Writing "applied for" on the form means that such Holder
has already applied for a TIN or that such Holder intends to apply for one in
the near future. If "applied for" is written in Part 1 of the Substitute Form
W-9 and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will withhold 28% of all reportable payments to the Holder
thereafter until a TIN is provided to the Exchange Agent.

6.        TRANSFER TAXES.

          The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, New Notes and/or substitute Old Notes not exchanged are to be delivered
to, or are to be registered or issued in the name of, any person other than the
registered Holder of the Old Notes tendered hereby, or if tendered Old Notes are
registered in the

                                      -11-



name of any person other than the person signing this Letter, or if a transfer
tax is imposed for any reason other than the transfer of Old Notes to the
Company or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered Holder or any other person)
will be payable by the tendering Holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering Holder.

          Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter.

7.        NO CONDITIONAL TENDERS.

          No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.

          Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Notes nor shall any of them incur any liability for failure to
give any such notice.

8.        MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

          Any Holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the procedures for replacing mutilated, lost, stolen or destroyed
certificates have been followed.

9.        WITHDRAWAL RIGHTS.

          Tenders of Old Notes may be withdrawn at any time prior to 11:59 P.M.,
New York City time, on the Expiration Date. For a withdrawal of a tender of Old
Notes to be effective, a written notice of withdrawal must be received by the
Exchange Agent at the address on page 1 of this Letter prior to 11:59 P.M., New
York City time, on the Expiration Date. Any such notice of withdrawal must (i)
specify the name of the person having tendered the Old Notes to be withdrawn
(the "Depositor"), (ii) identify the Old Notes to be withdrawn (including
certificate number or numbers and the principal amount of such Old Notes), (iii)
contain a statement that such Holder is withdrawing his election to have such
Old Notes exchanged, (iv) be signed by the Holder in the same manner as the
original signature on the Letter by which such Old Notes were tendered
(including any required signature guarantees) or be accompanied by documents of
transfer to have the Trustee with respect to the Old Notes register the transfer
of such Old Notes in the name of the person withdrawing the tender and (v)
specify the name in which such Old Notes are registered, if different from that
of the Depositor. If Old Notes have been tendered pursuant to the procedure for
book-entry transfer set forth in "The Exchange Offer - Book-Entry Transfer"
section of the Prospectus, any notice of withdrawal must specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Old Notes and otherwise comply with the procedures of such
facility.

          All questions as to the validity, form and eligibility (including time
of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes
that have been tendered for exchange but which are not exchanged for any reason
will be returned to the Holder thereof without cost to such Holder (or, in

                                      -12-



the case of Old Notes tendered by book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility pursuant to the book-entry transfer
procedures set forth in "The Exchange Offer - Book-Entry Transfer" section of
the Prospectus, such Old Notes will be credited to an account maintained with
the Book-Entry Transfer Facility for the Old Notes) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly
withdrawn Old Notes may be retendered by following the procedures described
above at any time on or prior to 11:59 P.M., New York City time, on the
Expiration Date.

10.       IRREGULARITIES.

          The Company will determine, in its sole discretion, all questions as
to the form, validity, eligibility (including time of receipt) and acceptance
for exchange of any tender of Old Notes, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
of any particular Old Notes not properly tendered or to not accept any
particular Old Notes which acceptance might, in the judgment of the Company or
its counsel, be unlawful. The Company also reserves the absolute right, in its
sole discretion, to waive any defects or irregularities or conditions of the
Exchange Offer as to any particular Old Notes either before or after the
Expiration Date (including the right to waive the ineligibility of any holder
who seeks to tender Old Notes in the Exchange Offer). The interpretation of the
terms and conditions of the Exchange Offer as to any particular Old Notes either
before or after the Expiration Date (including the Letter of Transmittal and the
instructions thereto) by the Company shall be final and binding on all parties.
Unless waived, any defects or irregularities in connection with the tender of
Old Notes for exchange must be cured within such reasonable period of time as
the Company shall determine. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for exchange, nor shall any
of them incur any liability for failure to give such notification.

11.       REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

          Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter, the Notice of Guaranteed
Delivery and other related documents may be directed to the Exchange Agent, at
the address and telephone number indicated on page 1 of this Letter.

                                      -13-

EX-99.2

                                                                    EXHIBIT 99.2

                          NOTICE OF GUARANTEED DELIVERY
                                  FOR TENDER OF
                                3% NOTES DUE 2008
                                       OF
                                  FISERV, INC.

          This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the exchange offer of Fiserv, Inc. (the
"Company") made pursuant to the Prospectus dated ___________, 2003 (the
"Prospectus") if certificates for the outstanding 3% Notes due 2008 of the
Company (the "Old Notes") are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach BNY Midwest Trust Company as exchange
agent (the "Exchange Agent"), prior to 11:59 P.M., New York City time, on
_______, 2003 (the "Expiration Date"). This Notice of Guaranteed Delivery may be
delivered or transmitted by facsimile transmission, overnight courier, mail or
hand delivery to the Exchange Agent as set forth below. In addition, in order to
utilize the guaranteed delivery procedure to tender Old Notes pursuant to the
exchange offer, a completed, signed and dated Letter of Transmittal (or
facsimile thereof) must also be received by the Exchange Agent prior to 11:59
P.M., New York City time, on the Expiration Date.

          The Exchange Agent for the exchange offer is BNY Midwest Trust
Company.

      By Facsimile Transmission:            By Registered or Certified Mail,
      -------------------------                Hand or Overnight Courier:
   (For Eligible Institutions Only)            -------------------------
           Bank of New York                         Bank of New York
      Corporate Trust Department               Corporate Trust Department
         Reorganization Unit                      Reorganization Unit
            (212) 298-1915                       101 Barclay Street- 7E
        Attention: Mr. Kin Lau                     New York, NY 10286
                                                 Attention: Mr. Kin Lau
        Confirm by Telephone:
        --------------------
            (212) 815-3750

          DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.

          THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE
ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE
INSTITUTION UNDER THE INSTRUCTIONS THERETO, THE SIGNATURE GUARANTEED MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.



Ladies and Gentlemen:

          Upon the terms and subject to the conditions set forth in the
Prospectus and the accompanying Letter of Transmittal, the undersigned hereby
tenders to the Company the principal amount of Old Notes of the series set forth
below pursuant to the guaranteed delivery procedures described in "The Exchange
Offer - Guaranteed Delivery Procedures" section of the Prospectus.

- ---------------------------------   -------------------------------------------
Total Principal Amount of Old       If Old Notes will be delivered by book-entry
 Notes Tendered:*                   transfer to The Depository Trust Company,
                                    provide account number.

         $ __________                  Account Number ___________________

Certificate Nos. (if available)

_____________________________

_____________________________           _____________________________

*    Must be in denominations of principal amount of $1,000 and any integral
     multiple thereof.

          All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.

          PLEASE SIGN HERE
     X______________________________        ______________________________

     X______________________________        ______________________________
         Signature(s) of Owner(s)                       Date
         or Authorized Signatory

Area Code and Telephone Number(s): ___________________________________

          Must be signed by the registered holder(s) of Old Notes as their
name(s) appear(s) on the Old Notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, please provide the
following information.

                      Please print name(s) and address(es)

Name(s): ______________________________________________________________________

_______________________________________________________________________________

Capacity: _____________________________________________________________________

Address(es): __________________________________________________________________

_______________________________________________________________________________

Telephone Number: _____________________________________________________________

                                       -2-



                                    GUARANTEE
                    (Not to be used for signature guarantee)

          The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Exchange Act as an "eligible guarantor institution" including (as such
terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities
broker or dealer or government securities broker or dealer, (iii) a credit
union, (iv) a national securities exchange, registered securities association or
clearing agency, or (v) a savings association that is a participant in a
Securities Transfer Association (an "Eligible Institution"), hereby guarantees
that the certificates representing the principal amount of Old Notes tendered
hereby in proper form for transfer, or timely confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company pursuant to the procedures set forth in "The Exchange Offer -
Guaranteed Delivery Procedures" section of the Prospectus, together with any
required signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three New York Stock Exchange trading days after the
Expiration Date.

_____________________________________    _______________________________________
             Name of Firm                         Authorized Signature

_____________________________________    _______________________________________
               Address                                   Title

_____________________________________    Name:__________________________________
               Zip Code                           (Please Type or Print)

_____________________________________    Dated:_________________________________
           Telephone Number

NOTE:     DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES
          FOR OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY
          EXECUTED LETTER OF TRANSMITTAL.

                                       -3-

EX-99.3

                                                                    EXHIBIT 99.3

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                       NUMBER (TIN) ON SUBSTITUTE FORM W-9

          Guidelines For Determining The Proper Name And Identification Number
to Give The Payer. Social security numbers (SSNs) have nine digits separated by
two hyphens: i.e., 000-00-0000. Employer identification numbers (EINs) have nine
digits separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the name and number to give the requestor.

FOR THIS TYPE OF ACCOUNT:             GIVE NAME AND SSN/EIN OF:
- -------------------------             -------------------------

1.  Individual                        The individual

2.  Two or more individuals           The actual owner of the
    (joint account)                   account or, if combined
                                      funds, the first
                                      individual on the
                                      account(1)

3.  Custodian account of a            The minor(2)
    minor (Uniform Gift to
    Minors Act)

4.  a.   The usual revocable          The grantor-trustee(1)
    savings trust account
    (grantor is also trustee)

    b.   So-called trust              The actual owner(1)
    account that is not a
    legal or valid trust under
    state law

5.  Sole proprietorship or            The owner(3)
    single-owner LLC

6.   Sole proprietorship or           The owner(3)
     single-owner LLC

7.   A valid trust, estate            The legal entity(4)
     or pension trust

8.   Corporate or LLC                 The corporation
     electing corporate
     status on Form 8837

9.   Association, club,
     religious, charitable,           The organization
     educational or other
     tax-exempt organization

10.  Partnership or
     multi-member LLC                 The partnership

11.  A broker or registered
     nominee                          The broker or nominee

12.  Account with the Department
     of Agriculture in the name of    The public entity
     a public entity (such as a
     state or local government,
     school district or prison)
     that receives agricultural
     program payments

(1)   List first and circle the name of the person whose number you furnish. If
      only one person on a joint account has an SSN, that person's number must
      be furnished.

(2)   Circle the minor's name and furnish the minor's SSN.

(3)   You must show your individual name, but you may also enter your business
      or "doing business as" name. You may use either your SSN or your EIN (if
      you have one).

(4)   List first and circle the name of the legal trust, estate or pension
      trust. (Do not furnish the identifying number of the personal
      representative or trustee unless the legal entity itself is not designated
      in the account title.)

NOTE: If no name is circled when more than one name is listed, the number will
      be considered to be that of the first name listed.



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9
                                     Page 2

HOW TO GET A TIN

          If you do not have a TIN, apply for one immediately. To apply for an
SSN, get Form SS-5, Application for a Social Security Card, from your local
Social Security Administration office or get this form on-line at
www.ssa.gov/online/ss5.html. You may also get this form by calling
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can get Forms W-7 and
SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web
Site at www.irs.gov.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

          The following is a list of payees specifically exempted from backup
withholding:

(1)  An organization exempt from tax under section 501(a), any IRA, or a
     custodial account under section 403(b)(7) if the account satisfies the
     requirements of section 401(f)(2).

(2)  The United States or of any of its agencies or instrumentalities.

(3)  A state, the District of Columbia, a possession of the United States, or
     any of their political subdivisions or instrumentalities.

(4)  A foreign government or any of its political subdivisions, agencies or
     instrumentalities.

(5)  An international organization or any of its agencies or instrumentalities.

          Other payees that may be exempt from backup withholding include:

(6)  A corporation.

(7)  A foreign central bank of issue.

(8)  A dealer in securities or commodities required to register in the United
     States, the District of Columbia, or a possession of the United States.

(9)  A futures commission merchant registered with the Commodity Futures Trading
     Commission

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment
     Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

          Exempt payees described at left should file Form W-9 to avoid possible
erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE
PAYER. If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the payer a completed Form W-8, Certificate of Foreign Status.

PRIVACY ACT NOTICE.

          Section 6109 of the Internal Revenue Code requires you to provide your
correct TIN to persons who must file information with the IRS to report
interest, dividends and certain other income paid to you, mortgage interest you
paid, the acquisition or abandonment of secured property, cancellation of debt,
or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your return. The IRS
may also provide this information to the Department of Justice for criminal and
civil litigation and to cities, states and the District of Columbia to carry out
their tax laws. The IRS may also disclose this information to other countries
under a tax treaty, or to Federal and state agencies to enforce Federal nontax
criminal laws and to combat terrorism.

          You must provide your TIN whether or not you are required to file a
tax return. Payers must generally withhold 28 percent of taxable interest,
dividend and certain other payments to a payee who does not furnish a TIN to a
payer. Certain penalties may also apply.

PENALTIES

          (1)  Failure to furnish TIN. If you fail to furnish your correct TIN
to a requester, you are subject to a penalty of $50 for each such failure unless
your failure is due to reasonable cause and not to willful neglect.

          (2)  Civil penalty for false information with respect to withholding.
If you make a false statement with no reasonable basis which results in no
backup withholding, you are subject to a $500 penalty.

          (3)  Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

          (4)  Misuse of TINs. If the requester discloses or uses TINs in
violation of Federal law, the requester may be subject to civil and criminal
penalties.

          FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

EX-99.4

                                                                    EXHIBIT 99.4

                                  FISERV, INC.

                                OFFER TO EXCHANGE
                          REGISTERED 3% NOTES DUE 2008
           FOR ANY AND ALL OUTSTANDING UNREGISTERED 3% NOTES DUE 2008

- --------------------------------------------------------------------------------
           THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
             TIME, ON ________, 2003, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

To Our Clients:

        Enclosed for your consideration is a Prospectus, dated _________, 2003
(the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Fiserv, Inc. (the
"Company") to exchange its 3% Notes due 2008 (the "New Notes") which have been
registered under the Securities Act of 1933, as amended, for all of its
outstanding unregistered 3% Notes due 2008 (the "Old Notes"), upon the terms and
subject to the conditions described in the Prospectus and the Letter of
Transmittal. The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement, dated
June 27, 2003, by and between the Company and the initial purchasers named
therein, related to the 3% Notes due 2008.

        This material is being forwarded to you as the beneficial owner of the
Old Notes held by us for your account but not registered in your name. A tender
of such Old Notes may only be made by us as the holder of record and pursuant to
your instructions.

        Accordingly, we request instructions as to whether you wish us to tender
on your behalf the Old Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
We urge you to read the Prospectus carefully before instructing us as to whether
or not to tender your Old Notes.

        Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 11:59 p.m.,
New York City time, on _____________, 2003, unless extended by the Company. Any
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
before the Expiration Date.

        If you wish to have us tender your Old Notes, please instruct us by
completing, executing and returning to us the instruction form enclosed with
this letter. The Letter of Transmittal is furnished to you for information only
and may not be used directly by you to tender Old Notes.

        If we do not receive written instructions in accordance with the
procedures presented in the Prospectus and the Letter of Transmittal we will not
tender any of the outstanding Old Notes on your account.

EX-99.5

                                                                    EXHIBIT 99.5

                                  INSTRUCTIONS

            INSTRUCTIONS TO REGISTERED HOLDER AND/OR DTC PARTICIPANT
                              FROM BENEFICIAL OWNER
                                       OF
                                  FISERV, INC.
                                3% NOTES DUE 2008

- --------------------------------------------------------------------------------
           THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
           TIME, ON ____________, 2003, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

To Registered Holder and/or Depository Trust Company Participant:

        The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 2003 (the "Prospectus") of Fiserv, Inc., a Wisconsin corporation
(the "Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange its 3% Notes due 2008 (the "New Notes") which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for all of its outstanding unregistered 3% Notes due 2008 (the "Old Notes").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus.

        This will instruct you, the registered holder and/or Depository Trust
Company Participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.

        The aggregate principal amount of Old Notes held by you for the account
of the undersigned is (fill in amount):

                $__________ of the outstanding 3% Notes due 2008.

        With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

[]      TO TENDER the following Old Notes held by you for the account of the
        undersigned (insert principal amount of Old Notes to be tendered, if
        less than all):

                $__________ of the outstanding 3% Notes due 2008.

[ ]     NOT TO TENDER any Old Notes held by you for the account of the
        undersigned.

        If the undersigned instructs you to tender Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make, on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations, that (i) the
undersigned is not an "affiliate" of the Company, (ii) any New Notes to be
received by the undersigned are being acquired in the ordinary course of its
business, and (iii) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of New Notes to be received in the Exchange Offer. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for New Notes were
acquired



by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

                                    SIGN HERE

Name of Beneficial Owner(s)_____________________________________________________

Signature(s)____________________________________________________________________

Name(s) (please print) _________________________________________________________

Address ________________________________________________________________________

________________________________________________________________________________

Telephone Number _______________________________________________________________

Taxpayer Identification or Social Security No. _________________________________

Date ___________________________________________________________________________

                                       -2-

EX-99.6

                                                                    EXHIBIT 99.6

                                  FISERV, INC.

                                Offer to Exchange
                          Registered 3% Notes due 2008
           For Any and All Outstanding Unregistered 3% Notes due 2008

                                                               ___________, 2003

- --------------------------------------------------------------------------------
           THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
           TIME, ON ____________, 2003, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

To Brokers, Dealers, Commercial Banks,
   Trust Companies and Other Nominees:

     Fiserv, Inc. (the "Company") is offering, upon and subject to the terms and
conditions set forth in the Prospectus, dated ____________, 2003 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 3% Notes due 2008 (the
"New Notes") which have been registered under the Securities Act of 1933, as
amended, for all of its outstanding unregistered 3% Notes due 2008 (the "Old
Notes"). The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement, dated
June 27, 2003, by and between the Company and the initial purchasers named
therein, relating to the 3% Notes due 2008.

     We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:

     1.   The Prospectus;

     2.   The Letter of Transmittal for your use and for the information of your
clients;

     3.   A form of Notice of Guaranteed Delivery;

     4.   A form of letter which may be sent to your clients for whose accounts
you hold Old Notes registered in your name or the name of your nominee, along
with an instruction form for obtaining such clients' instructions with respect
to the Exchange Offer; and

     5.   Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

     Your prompt action is required. The Exchange Offer will expire at 11:59
p.m., New York City time, on ____________, 2003, unless extended by the Company
(the "Expiration Date"). Old Notes tendered pursuant to the Exchange Offer may
be withdrawn at any time before the Expiration Date.

     To participate in the Exchange Offer, certificates for Old Notes, or a
timely confirmation of a book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company, together with a duly executed
and properly completed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees and any other required documents, should be sent
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.



     If the registered holder of Old Notes desires to tender, but such Old Notes
are not immediately available, or time will not permit such holder's Old Notes
or other required documents to reach the Exchange Agent before the Expiration
Date, or the procedure for book-entry transfer cannot be completed on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer - Guaranteed Delivery
Procedures."

     We will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding the Prospectus and the related documents to the beneficial owners
of Old Notes held by them as nominee or in a fiduciary capacity. We will pay or
cause to be paid all transfer taxes applicable to the exchange of Old Notes
pursuant to the Exchange Offer, except as set forth in Instruction 6 of the
Letter of Transmittal.

     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Exchange Agent at its address and telephone number set forth on the front of the
Letter of Transmittal.

                                      Very truly yours,



                                      BNY MIDWEST TRUST COMPANY


     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

                                       -2-