TRANSACTION SYSTEMS ARCHITECTS INC, DEF 14A, 2000-01-21

TRANSACTION SYSTEMS ARCHITECTS INC
DEF 14A, 2000-01-21
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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

TRANSACTION SYSTEMS ARCHITECTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]

TRANSACTION SYSTEMS ARCHITECTS, INC.

January 21, 2000

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders which
will be held on Tuesday, February 22, 2000 at 10:00 A.M., at the offices of the
Company at 230 South 108th Avenue, Omaha, Nebraska.

Details of the business to be conducted at the annual meeting are given in
the attached Notice of Annual Meeting and Proxy Statement.

Please use this opportunity to take part in the affairs of the Company.
Whether or not you plan to attend the meeting, please complete, sign, date and
return the accompanying proxy in the enclosed postage-paid envelope or vote
electronically via the Internet or telephone.

On behalf of the Board of Directors, I would like to express our
appreciation for your interest in the Company.

Sincerely,

/s/ William E. Fisher

William E. Fisher
CHAIRMAN OF THE BOARD OF DIRECTORS
<PAGE>
TRANSACTION SYSTEMS ARCHITECTS, INC.

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 22, 2000
------------------------

The Annual Meeting of Stockholders of Transaction Systems Architects, Inc.
(the "Company") will be held at the offices of the Company at 230 South 108th
Avenue, Omaha, Nebraska, on February 22, 2000, at 10:00 A.M., for the following
purposes:

1. To elect six directors to hold office until the next Annual Meeting of
Stockholders;

2. To vote upon a proposal to amend the Company's 1999 Stock Option Plan to
increase the number of shares of Class A Common Stock for which options
may be granted under such plan;

3. To consider and vote upon a proposal to ratify the appointment of Arthur
Andersen LLP as the Company's independent auditors;

4. To transact such other business as may properly come before the Meeting
or any adjournment of the meeting.

The Board of Directors has fixed the close of business on January 14, 2000,
as the record date for determining the stockholders entitled to notice of and to
vote at the Meeting and any adjournment of the Meeting. Each share of the
Company's Class A Common Stock is entitled to one vote on all matters presented
at the Annual Meeting.

ALL HOLDERS OF THE COMPANY'S CLASS A COMMON STOCK (WHETHER THEY EXPECT TO
ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO PROMPTLY COMPLETE, DATE,
SIGN, AND RETURN THE PROXY CARD ENCLOSED WITH THIS NOTICE OR VOTE VIA THE
INTERNET OR TELEPHONE.

/s/ David P. Stokes

David P. Stokes
SECRETARY

January 21, 2000
<PAGE>
TRANSACTION SYSTEMS ARCHITECTS, INC.

------------------------

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 22, 2000

------------------------

This Proxy Statement is being furnished in connection with the solicitation
by and on behalf of the Board of Directors of Transaction Systems
Architects, Inc. (the "Company") of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held on February 22,
2000, and any postponement or adjournment thereof. A copy of the Company's
Annual Report to Stockholders for the fiscal year ended September 30, 1999,
which includes the Company's financial statements as of and for the year ended
September 30, 1999, accompanies this Proxy Statement. STOCKHOLDERS MAY OBTAIN A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND A LIST OF THE EXHIBITS
THERETO WITHOUT CHARGE BY WRITTEN REQUEST TO INVESTOR RELATIONS, 224 SOUTH 108TH
AVENUE, OMAHA, NEBRASKA 68154. This Proxy Statement and the accompanying form of
proxy are being mailed to stockholders on or about January 21, 2000.

PROXY SOLICITATION

The shares represented by the proxies received pursuant to this solicitation
and not revoked will be voted at the Annual Meeting. A stockholder who has given
a proxy may revoke it prior to its exercise by giving written notice of
revocation to the Secretary of the Company or by giving a duly executed proxy
bearing a later date. Attendance in person at the Annual Meeting does not itself
revoke a proxy; however, any stockholder who does attend the Annual Meeting may
revoke a proxy previously submitted by voting in person. Subject to any such
revocation, all shares represented by properly executed proxies will be voted in
accordance with specifications on the proxy. If no such specifications are made,
proxies will be voted FOR the election of the six nominees for director listed
in this Proxy Statement, FOR approval of the amendment to the Transaction
Systems Architects, Inc. 1999 Stock Option Plan, FOR ratification of the
appointment of Arthur Andersen LLP as the Company's independent auditors for the
September 30, 2000 fiscal year and, as to any other matter that may be brought
before the Annual Meeting, in accordance with the judgement of the person or
persons voting the same.

Stockholders whose shares are registered directly with the Company's
transfer agent, Norwest Bank, may vote electronically via the Internet or
telephone. Registered stockholders should refer to the enclosed proxy card for
instructions on voting via the Internet or telephone. The Internet voting
facilities for stockholders of record will close at 12:00 p.m. Omaha time on
February 21, 2000, and the telephone voting facilities for stockholders of
record will close at 11:00 a.m. Omaha time on February 21, 2000. Stockholders
whose shares are registered in the name of a broker or bank should refer to the
information forwarded by the broker or bank to see if Internet or telephone
voting is available to them.

The Company will bear the expense of preparing, printing and mailing this
Proxy Statement and proxies solicited hereby and will reimburse banks, brokerage
firms and nominees for their reasonable expenses in forwarding solicitation
materials to beneficial owners of shares held of record by such banks, brokerage
firms and nominees. The Company has retained Norwest Bank to assist in the
solicitation of proxies at a cost of approximately $10,000 plus normal
out-of-pocket expenses.

OUTSTANDING SHARES AND VOTING RIGHTS

Only stockholders of record at the close of business on January 14, 2000
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
At the close of business on the Record Date, there were 32,640,298 shares of the
Company's Class A Common Stock, $0.005 par value (the "Common

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Stock"), issued and outstanding, excluding 976,145 shares of Class A Common
Stock held as treasury stock by the Company. The shares held as treasury stock
are not entitled to be voted. Each holder of Common Stock is entitled to one
vote per share for the election of directors and on all other matters to be
voted on by the Company's stockholders. Holders of Common Stock may not cumulate
their votes in the election of directors.

The presence in person or by proxy at the Annual Meeting of the holders of a
majority of the issued and outstanding Common Stock shall constitute a quorum.
Election of a director requires affirmative votes of the holders of a plurality
of the Common Stock present in person, or represented by proxy, at a meeting (at
which a quorum is present). Therefore, the six persons receiving the greatest
number of votes shall be elected as directors. Since only affirmative votes
count for this purpose, withheld votes will not affect the outcome, except that
they will count in determining the presence of a quorum.

With respect to the amendment to the 1999 Stock Option Plan and ratification
of the appointment of independent auditors, a stockholder may mark the
accompanying form of proxy to (i) vote for the matter, (ii) vote against the
matter or (iii) abstain from voting on the matter. Assuming that a quorum is
present at the Annual Meeting, the affirmative vote of a majority of the shares
of Common Stock represented at the Annual Meeting and entitled to vote on the
matter is required for approval of the amendment to the 1999 Stock Option Plan,
and the affirmative vote of a majority of the shares of Common Stock represented
at the meeting and voting on the matter is required for ratification of the
appointment of independent auditors. Proxies marked to abstain from voting with
respect to the amendment to the 1999 Stock Option Plan will have the legal
effect of voting against such matter, and with respect to the ratification of
independent auditors will have the effect of being represented for quorum
purposes but not voted. The shares represented by broker proxies which are not
voted with respect to the amendment to the 1999 Stock Option Plan or the
ratification of the appointment of independent auditors will be considered
represented at the meeting and entitled to vote only as to those matters
actually voted.

1. ELECTION OF DIRECTORS

The Company's Board of Directors currently consist of six members. The Board
of Directors has nominated the following persons, five of whom currently are
serving as directors, for election as directors to serve until the 2001 Annual
Meeting of Stockholders and thereafter until their respective successors are
duly elected and qualified. The Company expects that each of the nominees will
be available for election, but if any of them is not a candidate at the time the
election occurs, it is intended that such proxy will be voted for the election
of another nominee to be designated by the Board of Directors to fill any such
vacancy.

NOMINEES

WILLIAM E. FISHER. Mr. Fisher has been a Director and Chairman of the Board
of the Company since its formation in 1993. Mr. Fisher also served as the
Company's President and Chief Executive Officer from 1993 to 1999. From 1987 to
1999, Mr. Fisher served in various capacities at ACI Worldwide, Inc. (a
subsidiary of the Company, "ACI"), including Vice President of Financial
Systems, Senior Vice President of Software and Services, Executive Vice
President, Chief Operating Officer, President and Chief Executive Officer. Prior
to joining ACI, he held the position of President for the Government Services
Division of First Data Resources ("FDR"), an information processing company.
Mr. Fisher is a director of West TeleServices Corporation (Nasdaq: WTSC),
Hypercom Corporation (NYSE: HYC) and The TriZetto Group, Inc. (Nasaq: TZIX).
West TeleServices is a provider of outsourced customized
telecommunications-based services, inbound operator services, automated voice
response services and outbound direct teleservices. Hypercom is a provider of
point-of-sale payment products and enterprise networking products. The TriZetto
Group is provider of vertical internet enabled application services and business
portals for the health care industry. Mr. Fisher is 53 years old.

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DAVID C. RUSSELL. Mr. Russell has been a Director of the Company since its
formation in 1993. Mr. Russell is President and Chief Executive Officer of the
Company. Mr. Russell served as the Company's Chief Operating Officer from 1998
to 1999. In addition, Mr. Russell is President and Chief Executive Officer of
ACI. Since joining ACI in 1989, he has served in various other capacities,
including Vice President of Strategic Planning, Vice President of Customer
Support, and Senior Vice President of Software and Services. From 1984 to 1989,
he held various operations and planning positions at FDR. Mr. Russell is
51 years old.

CHARLES E. NOELL, III. Mr. Noell has been a Director of the Company since
January 1994. Mr. Noell is the Managing Partner of JMI Equity Fund, L.P.
("JMI"), a private investment fund. Prior to joining JMI in 1992, Mr. Noell
served at various positions at Alex. Brown & Sons Incorporated, including
Managing Director and head of the Technology Group. Mr. Noell is a director of
Peregrine Systems, Inc. (Nasdaq:PRGN) and Neon Systems, Inc. (Nasdaq:NESY).
Peregrine is a provider of enterprise-wide infrastructure management software.
Neon is a provider of enterprise access and integration software. Mr. Noell is
48 years old.

JIM D. KEVER. Mr. Kever has been a Director of the Company since
November 1996. Mr. Kever is a Director of Quintiles Transnational Corporation
(Nasdaq: QTRN), which provides testing and marketing services to help
pharmaceutical companies to commercialize their products. Mr. Kever is currently
President and Chief Executive Officer of Envoy Corporation, which became a fully
owned subsidiary of Quintiles Transnational Corporation on March 31, 1999. Envoy
provides electronic processing services, primarily to the healthcare industry.
He joined Envoy as Treasurer and General Counsel in October 1981. Mr. Kever has
been a director of Envoy since 1981 and from 1984 until June 1995 he was
Executive Vice President of Envoy. Before joining Envoy he was employed by
Datanet, a corporation providing pharmaceutical software. From 1977 until 1979,
Mr. Kever was with the certified public accounting firm of Peat, Marwick,
Mitchell & Co. in the tax division. Mr. Kever is 47 years old.

LARRY G. FENDLEY. Mr. Fendley has been a Director of the Company since
November 1996. Mr. Fendley is currently Senior Vice President of Operations of
eOnline,inc., an SAP Certified Application Service Provider. Mr. Fendley is also
President of Fendley Technology Services, Inc, which provides consulting
services to transaction processing and software companies. Until mid-1998, he
was Executive Vice President, Product Delivery Services for CSG Systems, Inc., a
subsidiary of CSG Systems International, Inc. (Nasdaq: CSGS). Prior to joining
CSG Systems in 1996, he was with Citibank, NA for ten years, most recently as
General Manager of Information Services for the European, North America Card
Products Division. Prior to Citibank, Mr. Fendley was with FDR as Vice
President-Computer Technology and with Motorola in the Communications Products
Division as International Operations Manager. Mr. Fendley is 58 years old.

ROGER K. ALEXANDER. Since January 1, 2000, Mr. Alexander has been a partner
in the London office of Edgar, Dunn & Company, a management consulting firm
based in San Francisco. From 1994 through 1999, Mr. Alexander was Managing
Director of Barclays Bank Emerging Markets Group based in London, England. From
1968 to 1994, he held various operations, systems development, and management
positions at Barclays Bank. Mr. Alexander is 51 years old.

INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

Each non-employee Director receives a $3,125 fee per quarter for his
services. Such fees for Messrs. Haque and Noell are paid to their affiliated
management companies. Messrs. Fisher and Russell do not receive any compensation
for their services as directors. All directors are reimbursed for expenses
incurred in connection with attendance at Board of Director and committee
meetings.

Each of Messrs. Kever and Fendley were granted a stock option for 20,000
shares of Common Stock upon their appointment to the Board of Directors on
November 11, 1996. These options were granted under the Transaction Systems
Architects, Inc. 1996 Stock Option Plan at an exercise price of

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$33.25 per share, which was the market price of the Common Stock on that day.
Vesting of the options is 20% per year at the end of each of five years.
Additionally, each of Messrs. Kever and Fendley shall receive options for 4,000
additional shares of Common Stock on the anniversary of their respective
election to the Board in each of the four succeeding years so long as they
remain a member of the Board of Directors on such anniversary date. Accordingly,
on November 11, 1997, 1998, and 1999, each of Messrs. Kever and Fendley were
granted stock options for 4,000 shares of Common Stock at an exercise price per
share of $39.125 for options granted in 1997, $36.375 for options granted in
1998, and $31.9375 for options granted in 1999.

The Company has standing audit and compensation committees of the Board of
Directors. The audit committee consists of Messrs. Noell and Fendley. The audit
committee monitors the effectiveness of the audit conducted by the Company's
independent auditors and of the Company's internal financial controls. The
auditors have full and free access to the audit committee without the presence
of management. The audit committee held one meeting in November 1999, primarily
to discuss the results of the fiscal 1999 independent audit and to recommend the
appointment of independent auditors for fiscal 2000. The compensation committee
consists of Messrs. Haque and Kever. This committee approves the compensation of
the Company's executive officers. The compensation committee held one meeting in
November 1999.

During fiscal 1999, there were four regular meetings of the Board of
Directors. Each incumbent director who was a member of the Board of Directors
during fiscal year 1999 attended all of the regular meetings except Mr. Haque
and Mr. Noell, each of whom attended three of the four regularly scheduled board
meetings.

INFORMATION REGARDING STOCK OWNERSHIP

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of December 31, 1999, by (i) each of
the Company's directors, (ii) each of the executive officers named in the
Summary Compensation Table below, (iii) all executive officers and

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directors of the Company as a group, and (iv) each person known to the Company
who beneficially owns more than 5% of the outstanding shares of its Common
Stock.

<TABLE>
<CAPTION>
BENEFICIAL OWNER NUMBER OF SHARES PERCENT
- ---------------- ---------------- --------
<S> <C> <C>
Waddell & Reed, Financial, Inc.(1) ................ 2,190,750 6.4
466 Lexington Avenue, New York NY 10017

Jurika & Voyles, L.P. (2) ......................... 1,812,128 5.6
825 Duportail Road, Wayne PA 19087

American International Group, Inc.(3) ............. 1,791,300 5.5

Charles E. Noell, III(4) .......................... 20,525 *

Jim D. Kever(5) ................................... 14,400 *

Larry G. Fendley(6) ............................... 15,350 *

Promod Haque(7) ................................... 31,024 *

William E. Fisher(8)(9) ........................... 550,000 1.6

David C. Russell(8)(10) ........................... 77,256 *

Edward H. Mangold(8)(11) .......................... 162,092 *

Gregory J. Duman (8)(12) .......................... 133,178 *

Jon D. Parr (8)(13) ............................... 25,900 *

Roger K. Alexander ................................ 0 *

All Directors and Executive Officers as a Group
(18 persons)(14) ................................ 1,375,446 4.2
</TABLE>

- ------------------------

* Less than 1% of the outstanding Common Stock.

(1) The number of shares in the table is based on a Schedule 13F dated
September 30, 1999, which indicates that Waddell & Reed, Financial, Inc. and
related entities have sole investment discretion and sole voting power over
all of these shares.

(2) The number of shares in the table is based on a Schedule 13F dated
September 30, 1999.

(3) The number of shares in the table is based on a Schedule 13F dated
September 30, 1999, which indicates that American International Group, Inc.
and related entities have sole investment discretion over all of these
shares, shared voting power over 1,723,600 shares and no voting power over
67,700 shares.

(4) Includes 1,650 shares owned by Mr. Noell's children. Mr. Noell's business
mailing address is 12680 High Bluff Drive, Number 200, San Diego, CA
92130-2002.

(5) Consists of 14,400 shares issuable upon exercise of options. Mr. Kever's
business mailing address is Two Lakeview Place, 15 Century Boulevard, Suite
600, Nashville, TN 37214.

(6) Consists of 14,400 shares issuable upon exercise of options and 950 shares
owned by Mr. Fendley's spouse. Mr. Fendley's business mailing address is 635
Southwest 42(nd) Street, Paris, TX 75460.

(7) Mr. Haque's business mailing address is 245 Lytton Ave., Suite 250, Palo
Alto, CA 94301.

(8) The business address is 224 South 108th Avenue, Omaha, NE 68154.

(9) Includes 450,000 shares held by a corporation of which Mr. Fisher is a
principal shareholder. Mr. Fisher has sole investment discretion and voting
authority over such shares. Also includes 50,000 shares issuable upon
exercise of options.

(10) Includes 50,000 shares issuable upon exercise of options.

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(11) Includes 42,500 shares issuable upon exercise of options and 35,000 shares
owned by Mr. Mangold's spouse.

(12) Includes 17,500 shares issuable upon exercise of options and 1,800 shares
owned by Mr. Duman's children.

(13) Includes 12,500 shares issuable upon exercise of options.

(14) Includes 415,818 shares issuable upon exercise of options.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and the rules of the Securities and Exchange Commission (the "Commission")
require the Company's directors, certain officers, and beneficial owners of more
than ten percent of the Common Stock to file reports of their ownership and
changes in ownership of Common Stock with the Commission. Personnel of the
Company generally prepare these reports on behalf of its executive officers on
the basis of information obtained from them and review the forms submitted to
the Company by its non-employee directors and beneficial owners of more than ten
percent of the Common Stock. Based on such information, the Company believes
that all reports required by Section 16(a) of the Exchange Act to be filed by
its directors and officers during or with respect to the last fiscal year were
filed on time, except that Stephen Bailey failed to timely file a Form 3 and a
Form 4 to report one transaction, Jon D. Parr failed to timely file a Form 3 and
a Form 4 to report two transactions, Marlin Howley failed to timely file a
Form 3, and Mr. Kever failed to timely file Form 5 to report one transaction.
Messrs. Bailey, Parr, Howley and Kever subsequently filed appropriate forms.

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<PAGE>
INFORMATION REGARDING EXECUTIVE OFFICER COMPENSATION

The following table sets forth certain compensation information as to the
Chief Executive Officer ("CEO") and the four highest paid executive officers
(collectively, the "Named Executive Officers") of the Company for each of the
years ended September 30, 1997, 1998, and 1999:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS(2)
-------------
ANNUAL COMPENSATION SECURITIES
---------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTIONS(#)(2) COMPENSATION($)(3)(4)
- --------------------------- -------- --------- ----------- ------------- ---------------------
<S> <C> <C> <C> <C> <C>
William E. Fisher............ 1999 $250,000 $231,489 18,000 $4,153
Chairman of the Board 1998 233,333 255,768 None 4,153
Director 1997 150,000 189,334 100,000 4,952

David C. Russell............. 1999 $172,500 $130,799 18,000 $4,153
Chief Executive Officer 1998 150,000 154,255 None 4,153
President and Director 1997 140,000 145,299 100,000 5,035

Edward H. Mangold............ 1999 $145,000 $212,542 9,000 $4,153
Senior Vice President 1998 96,791 234,618 None 4,698
Americas Region 1997 80,748 264,435 85,000 5,114

Gregory J. Duman............. 1999 $165,000 $125,396 18,000 $4,153
Chief Financial 1998 118,334 137,659 None 4,590
Officer and Treasurer 1997 110,000 110,082 35,000 2,653

Jon D. Parr.................. 1999 $154,839 $138,574 9,000 $4,061
Vice President 1998 60,000 258,379 None 4,546
EMEA Region 1997 65,000 202,748 25,000 1,778
</TABLE>

- ------------------------

(1) The Company's executive officers are eligible for quarterly cash bonuses.
Such bonuses are generally based upon achievement of corporate, geographic
or product performance objectives including sales, pretax profit, backlog,
and cash flow.

(2) Includes options granted under the Company's 1999 Stock Option Plan in
fiscal 1999 and options granted under the 1997 Management Stock Option Plan
in fiscal 1997. Each of the Named Executive Officers paid for options issued
under the 1997 Management Stock Option Plan at the rate of $3.00 for each
underlying share.

(3) Includes contributions made to the Company's retirement plans, except for
the amount for Mr. Parr for fiscal 1999. For fiscal 1999, employer
contributions to the Company's 401(k) Retirement Plan were $4,000 for each
of Messrs. Fisher, Russell, Mangold and Duman, respectively. The amount for
Mr. Parr for fiscal 1999 represents payments made to him in lieu of
contributions to the Company's 401(k) Retirement Plan on his behalf.

(4) Each of Messrs. Fisher, Russell, Mangold, Duman, and certain other executive
officers are a party to an agreement pursuant to which each has agreed not
to compete with the Company for so long as he or she is a stockholder of the
Company. At the election of the Company, the non-compete agreement may
remain in effect for two years after termination of employment (even if he
or she is no longer a stockholder) if the Company pays him or her for two
years. No amounts were paid in 1999 under this arrangement.

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<PAGE>
STOCK OPTIONS

The following table sets forth information concerning the grant of stock
options to each of the Named Executive Officers in fiscal year 1999:

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE GRANT DATE
OPTIONS IN FISCAL PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) YEAR ($/SH) DATE VALUE($)(2)
- ---- ------------- ---------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
William E. Fisher..................... 18,000 2.0% 30.875 4/22/09 295,769
David C. Russell...................... 18,000 2.0% 30.875 4/22/09 295,769
Edward H. Mangold..................... 9,000 1.0% 30.875 4/22/09 147,884
Gregory J. Duman...................... 18,000 2.0% 30.875 4/22/09 295,769
Jon D. Parr........................... 9,000 1.0% 30.875 4/22/09 147,884
</TABLE>

- ------------------------

(1) The options referred to in this table were granted under the Company's 1999
Stock Option Plan. Vesting of the options occurs on an annual pro rata basis
over a term of three years from April 1999, the date of the issuance of
options.

(2) Grant date present value is determined using a modified Black-Scholes option
pricing model. The estimated values under the model are based on several
assumptions, including a weighted-average expected volatility of 38%, a
weighted-average risk-free rate of return of 5.7%, no dividend yield and
expected option lives of 5.8 years and may not be indicative of actual
value. The actual gain, if any, the option holder may realize will equal the
excess of the actual market price of the stock on the date the option is
exercised over the exercise price. There is no assurance that the value that
may be realized by the option holder will be at or near the value estimated
by the modified Black-Scholes model.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SHARES OPTIONS AT FISCAL YEAR- MONEY OPTIONS FISCAL YEAR-
ACQUIRED END(#) END($)
ON VALUE ------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ---- ----------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
William E. Fisher..... -- -- 50,000/68,000 146,875/146,875

David C. Russell...... -- -- 50,000/68,000 146,875/146,875

Edward H. Mangold..... -- -- 42,500/51,500 124,844/124,844

Gregory J. Duman...... -- -- 17,500/35,500 51,406/51,406

Jon D. Parr........... -- -- 12,500/21,500 36,719/36,719
</TABLE>

- ------------------------

(1) "In-the-Money" options are options outstanding at the end of the last fiscal
year for which the fair market value (closing bid price per the NASDAQ
Market) of the Common Stock at the end of the last fiscal year ($26.9375 per
share) exceeded the exercise price of the options.

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<PAGE>
SEVERANCE COMPENSATION AGREEMENTS

The Company has entered into Severance Compensation Agreements (the
"Agreements") with each of its 14 executive officers, including each of the
Named Executive Officers, and four other employees. Generally, the Agreements
provide that if there is a Change in Control (as defined in the Agreements) of
the Company and the employee's employment with the Company is subsequently
terminated within two years after the Change in Control other than as a result
of death, Retirement (as defined in the Agreements), termination by the Company
for Cause (as defined in the Agreements), or the employee's decision to
terminate employment other than for Good Reason (as defined in the Agreements),
the employee will be entitled to receive from the Company certain payments and
benefits. These payments and benefits include (i) a lump sum payment (the
"Severance Amount") equal to, in the case of Messrs. Fisher, Russell, and Duman,
and David P. Stokes, two times the average Compensation (as defined in the
Agreements) of the employee during the two most recent fiscal years of the
Company ending prior to the Date of Termination (as defined in the Agreements),
or in the case of the other executive officers (including Messrs. Parr and
Mangold) and employees who entered into Severance Compensation Agreements with
the Company, one times the average Compensation of the employee during the two
most recent fiscal years of the Company ending prior to the Date of Termination;
(ii) earned but unpaid base salary through the Date of Termination; (iii) a
quarterly incentive award for the current fiscal quarter prorated through the
Date of Termination equal to the greater of the quarterly incentive award made
to the employee for the most recent fiscal quarter ending prior to the Date of
Termination or the average quarterly incentive award made to the employee for
the most recent three fiscal years ending prior to the Date of Termination;
(iv) interest on the amounts described in (i), (ii) and (iii); and (v) unless
the employee's termination of employment is the result of the employee's
Disability (as defined in the Agreements), continued participation at the
Company's cost in employee benefit plans available to Company employees
generally in which the employee was participating, until the earlier of
receiving equivalent benefits from a subsequent employer or two years from the
Date of Termination.

For purposes of determining the Severance Amount referred to above,
compensation generally includes compensation includable in the gross income of
the employee, but excluding amounts realized on the exercise of non-qualified
stock options, amounts realized from the sale of stock acquired under an
incentive stock option or an employee stock purchase plan, and compensation
deferrals made pursuant to any plan or arrangement maintained by the Company. In
no event will the Severance Amount be less than two times the employee's annual
rate of base salary at the higher of the annual rate in effect (i) immediately
prior to the Date of Termination or (ii) on the date six months prior to the
Date of Termination.

Under the Agreements, in the event of a Change in Control, unvested awards
and benefits (other stock options or awards) allocated to the employee under
Incentive Plans shall fully vest and become payable in cash.

The Agreements provide that in the event any payment by the Company would be
subject to the excise tax imposed by Section 4999 of the Code or any interest or
penalties are incurred by the employee with respect to such excise tax, then the
employee will be entitled to an additional payment in an amount such that, after
payment by the employee of all taxes, the employee is in the same after-tax
position as if no excise tax had been imposed.

Under the Agreements, the Company agrees to indemnify the employee to the
fullest extent permitted by law if the employee is a party or threatened to be
made a party to any action, suit or proceeding in which the employee is involved
by reason of the fact that the employee is or was a director or officer of the
Company, by reason of any action taken by him or of any action on his part while
acting as director or officer of the Company, or by reason of the fact that he
is or was serving at the request of the Company as a director, officer, employee
or agent of another enterprise. The Company also agrees to obtain and maintain a
directors' and officers' liability insurance policy covering the employee.

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<PAGE>
The Agreements terminate upon the earlier of (i) termination of employment
for any reason prior to a Change in Control and (ii) three years after the date
of a Change in Control.

For a complete copy of the Severance Agreements, see Exhibit 10.32 to the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1999.

CERTAIN TRANSACTIONS

The Company and KFS Management, Inc. are parties to agreements pursuant to
which KFS Management, Inc. leased two aircraft to the Company on a non-exclusive
basis for business use by the Company. The lease agreements terminated on
December 31, 1999. Mr. Fisher and his brother-in-law are the sole stockholders
of KFS Management, Inc. The Company paid rent equal to $1,300 per flight hour
plus certain expenses. The agreements provide for advance payments totaling
$65,000 to be made quarterly by the Company, with a true-up at the end of each
quarter based on actual usage and expenses. During fiscal 1999, the Company paid
KFS Management, Inc. a total of $476,944 under the lease agreements.

REPORT ON EXECUTIVE COMPENSATION

All issues relating to executive officer compensation are addressed by the
Board of Director's Compensation Committee. The Compensation Committee, which is
comprised of Messrs. Haque and Kever, approves base salary and incentive
compensation for all executive officers. This report is submitted by the
Compensation Committee.

The components of the Company's executive compensation program consist of
base salaries and annual incentive plans. The Company's compensation program is
intended to provide executive officers with overall levels of compensation
opportunity that are competitive within the software and computer services
industries, as well as within a broader spectrum of companies of comparable size
and complexity. The Company's compensation program is structured and
administered to support the Company's business mission and generate favorable
returns for its stockholders.

BASE SALARY. Each executive officer's base salary, except for Mr. Fisher's
salary, is based on the recommendation of Mr. Fisher to the Compensation
Committee. Such recommendations are derived primarily through a comparison of
industry and competitive labor markets for executive officer services from
surveys conducted by Culpepper and Associates, Inc. ("Culpepper"). In comparison
to those surveys, base salaries recommended are slightly lower than the average
of other comparably sized software companies. Other factors in formulating base
salary recommendations include the level of an executive's compensation in
relation to other executives in the Company with the same, more and less
responsibilities, the performance of the particular executive's business unit or
department in relation to established strategic plans, the Company's operating
budget for the year and the overall performance of the Company.

INCENTIVE COMPENSATION PLAN. For each executive officer, an incentive
compensation plan is established at the beginning of each fiscal year in
connection with the Company's strategic plans and annual operating budgets.
Mr. Fisher provides recommendations to the Compensation Committee for incentive
compensation for each executive officer, exclusive of himself. The level of
incentive compensation recommended for each executive officer is derived through
a comparison of industry and competitive labor markets from surveys conducted by
Culpepper. In comparison to those surveys, the incentive compensation
recommended approximates the average of other comparably sized software
companies. Under these incentive compensation plans, an executive's potential
incentive payment is related to the Company's profit attainment, ending backlog,
cash flow, and/or the financial performance of an executive's division or
department. Because growth in the Company's profit, backlog, cashflow and

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<PAGE>
divisional financial performance, all being substantial factors in the
calculation of incentive compensation, exceeded the Company's expectations in
fiscal 1999, bonuses for each of the Company's Named Executive Officers exceeded
target levels for fiscal 1999.

CEO COMPENSATION. Compensation for Mr. Fisher, who served as the Company's
Chief Executive Officer during fiscal 1999, was based on the same criteria used
for executive officers generally, as described above. In addition to his base
salary, in 1999 Mr. Fisher was eligible to earn 100% of his base salary if the
Company attained 100% of its targets. As compared to industry surveys conducted
by Culpepper, Mr. Fisher's base salary was approximately 51% lower than the
average and his incentive compensation target for 1999 was approximately 25%
lower than the average. Mr. Fisher's actual combined earnings for 1999 was
approximately 42% less than the average. His maximum possible bonus for 1999 was
150% of his base salary if the Company exceeded its targets. For 1999, the
Company exceeded its targets and Mr. Fisher earned as a bonus 106% of his base
salary.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m). Section 162(m) of the
Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to
public companies for compensation over $1,000,000 paid to the corporation's
Chief Executive Officer and the four other most highly compensated executive
officers. Qualifying performance-based compensation will not be subject to the
deduction limit if certain requirements are met. Although the Company has no
current plan to pay any of its executive officers annual compensation over
$1,000,000, it currently intends to structure the performance-based portion of
the compensation of its executive officers in a manner that complies with this
statute.

COMPENSATION COMMITTEE

Promod Haque
Jim D. Kever

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the Compensation Committee are Messrs. Haque and
Kever. None of these individuals was at any time during 1999, or at any other
time an officer or employee of the Company. No executive officer of the Company
serves as a member of the board of directors or compensation committee of any
entity that has one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee.

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PERFORMANCE GRAPH

In accordance with Securities and Exchange Commission rules, the following
table shows a line-graph presentation comparing cumulative stockholder return on
an indexed basis with a broad equity market index and either a nationally
recognized industry standard or an index of peer companies selected by the
Company. The Company has selected the S&P 500 Index and the NASDAQ Computer &
Data Processing Services ("C&DP") Index for comparison.

COMPARISON OF 55 MONTH CUMULATIVE TOTAL RETURN*
AMONG TRANSACTION SYSTEMS ARCHITECTS, INC., THE S & P 500 INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
DOLLARS
<S> <C> <C> <C>
TRANSACTION SYSTEMS ARCHITECTS, INC. S & P 500 NASDAQ COMPUTER & DATA PROCESSING
2/24/95 100 100 100
9/95 150 123 141
9/96 473 148 175
9/97 455 207 236
9/98 397 226 307
9/99 301 289 515
</TABLE>

Assumes $100 invested on February 24, 1995 (the date of the Company's
Initial Public Offering ("IPO") at the closing price on the IPO date of $8.9375
per share adjusted for a two-for-one stock split effected in the form of a 100%
stock dividend in July 1996) in the Company's Common Stock, the S&P 500 Index
and the NASDAQ C&DP Index.

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2. APPROVAL OF AMENDMENT TO THE 1999 STOCK OPTION PLAN

On January 5, 2000, the Board of Directors adopted, subject to the approval
of the stockholders of the Company, an amendment to the Company's 1999 Stock
Option Plan to increase the number of shares of Common Stock for which options
may be granted under that plan from 1,000,000 to 2,000,000. At last year's
Annual Meeting of Stockholders held on February 23, 1999, the stockholders
approved the issuance of 1,000,000 shares of the Company's Common Stock under
the 1999 Stock Option Plan. Of the 1,000,000 shares so approved under the 1999
Stock Option Plan, only 56,593 shares remain available for new grants as of
December 31, 1999. The addition of 1,000,000 shares is the only proposed
amendment to 1999 Stock Option Plan.

The following summary description of the 1999 Stock Option Plan, as proposed
to be amended, is qualified in its entirety by reference to the full text of the
1999 Stock Option Plan, which is set forth as Appendix A to this Proxy
Statement.

The 1999 Stock Option Plan allows the Compensation Committee (or such other
committee of the Board as may be directed by the Board) (the "Committee") to
provide for awards for employees of the Company and its subsidiaries from time
to time, in its sole discretion, of stock options (including incentive stock
options qualifying under Section 422 of the Code and non-qualified stock options
which do not so qualify), that the Committee determines to be consistent with
the objectives and limitations of the 1999 Stock Option Plan. All employees of
the Company or any subsidiary of the Company who are actively and customarily
employed for 20 hours or more per week are eligible to participate in the 1999
Stock Option Plan, including employees who are members of the Board of
Directors. As of December 31, 1999, the Company and its subsidiaries have
approximately 2,100 eligible employees. The 1999 Stock Option Plan will expire,
unless earlier terminated, on February 22, 2009.

If the proposed amendment is approved by the stockholders, an aggregate of
2,000,000 shares of Common Stock will be available under the 1999 Stock Option
Plan, with 943,407of these shares being subject to options having been granted
under the 1999 Stock Option Plan as of December 31, 1999. The shares subject to
grants that terminate unexercised will be available for future grants. The total
number of shares of Common Stock for which options may be granted to any
"covered employee" within the meaning of Code Section 162(m) during any twelve
month period will not exceed 75,000 in the aggregate, subject to adjustment as
provided below. Adjustments will be made in the number of shares subject to
existing or future awards under the 1999 Stock Option Plan and in the exercise
price of an outstanding award in the event that the outstanding shares of the
Company's Common Stock are increased or decreased or changed into or exchanged
for a different number or kind of shares of stock or other securities of the
Company or of another corporation, without the receipt of consideration by the
Company, by reason of a reorganization, merger or consolidation,
recapitalization, reclassification, stock split, reverse stock split, split-up,
combination or exchange of shares or declaration of any dividends payable in
Common Stock. In the event of (i) any offer or proposal to holders of the
Company's Common Stock relating to the acquisition of their shares, including,
without limitation, through purchase, merger or otherwise or (ii) any
transaction generally relating to the acquisition of substantially all of the
assets or business of the Company, or (iii) the dissolution or liquidation of
the Company, the Committee may make such adjustment as it deems equitable in
respect of outstanding options and the shares of Common Stock for which options
may be granted, including without limitation the revision, cancellation or
termination of any outstanding options or the change, conversion or exchange of
the shares of the Company's Common Stock under outstanding options (and of the
shares of the Company's Common Stock for which options may be granted under the
1999 Stock Option Plan) into or for securities or other property of another
corporation. Additional limitations apply to the aggregate fair market value of
shares granted under incentive stock options that are first exercisable during
any calendar year in order to comply with Section 422 of the Code.

The exercise price of any option is determined by the Committee at the time
the option is awarded. In the case of incentive stock options, the option
exercise price may not be less than 100 percent of the fair market value of the
Company's Common Stock on the date the option is granted. In the case of non-

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<PAGE>
qualified stock options, the option exercise price may be equal to, more than or
less than the fair market value of the Company's Common Stock on the date the
option is granted.

Payment of the option exercise price may be made in cash, by certified
check, or if authorized by the Committee, by delivery of shares of Common Stock
having a fair market value on the date of delivery equal to the aggregate
exercise price of the shares of Common Stock as to which the option is being
exercised, or if authorized by the Committee, by authorizing the Company to
withhold from the total number of shares of Common Stock to be acquired upon
exercise of an option that number of shares of Common Stock having an aggregate
fair market value (as of the date the withholding is effected) that would equal
the aggregate exercise price of the shares of Common Stock as to which the
option is being exercised, or by any combination of such methods of payment or
by any other method of payment that may be authorized by the Committee.

Option grants under the 1999 Stock Option Plan are not transferable
otherwise than by will or the laws of descent and distribution.

The 1999 Stock Option Plan is administered by the Committee. All members of
the Committee are non-employee directors.

The Committee has authority to, within the limits of the 1999 Stock Option
Plan, (i) determine the employees to whom options will be granted,
(ii) designate an option as an incentive stock option or a non-qualified stock
option, (iii) establish the number of shares of Common Stock that may be
purchased under each option and the option exercise price, (iv) determine the
time and the conditions subject to which options may be exercised in whole or in
part, (v) fix the term of all options granted under the 1999 Stock Option Plan,
provided that the term of any incentive stock option may not exceed ten years
from the date of grant, (vi) determine how withholding taxes related to
exercises are paid, (vii) establish any other terms, restrictions or conditions
applicable to any option not inconsistent with the provisions of the 1999 Stock
Option Plan, and (viii) take any other actions deemed necessary or advisable for
the administration of the 1999 Stock Option Plan. The Committee will have the
power to interpret the 1999 Stock Option Plan and may adopt, amend and rescind
rules, not inconsistent with the provisions of the 1999 Stock Option Plan, as it
deems advisable.

The Board of Directors may amend the 1999 Stock Option Plan from time to
time as it deems desirable in its sole discretion without approval of the
stockholders of the Company, except to the extent stockholder approval is
required by Rule 16b-3 of the Exchange Act, applicable NASDAQ National Market or
stock exchange rules, applicable Code provisions, or other applicable laws or
regulations. Amendments made without stockholder approval could increase the
cost to the Company under the 1999 Stock Option Plan although the amount of such
cost is not determinable. The Board of Directors may terminate the 1999 Stock
Option Plan at any time in its sole discretion. Any termination or amendment of
the 1999 Stock Option Plan may not alter or impair any rights or obligations
under any option previously granted in any material adverse way without the
affected participant's consent.

Within the limitations of the 1999 Stock Option Plan, the Committee may
modify, extend or renew outstanding options or accept the cancellation of
outstanding options for the granting of new options in substitution therefore,
provided that, except for certain adjustments, (i) no modification of an option
may, without the consent of the participant, alter or impair any rights or
obligations under any option previously granted in any material adverse way
without the affected participant's consent and (ii) the exercise price of
outstanding options may not be altered, amended or modified.

Under current law, the United States federal income tax consequences to
participants and the Company of options granted under the 1999 Stock Option Plan
would generally be as set forth in the following summary. This summary does not
purport to be a complete analysis of all potential United States federal income
tax or other tax consequences relevant to employees and the Company or to
describe tax consequences based upon particular circumstances. In addition, the
summary does not discuss the income tax laws of any municipality, state or
foreign country in which the participant may reside and to which the participant
may be subject.

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<PAGE>
A participant receiving a non-qualified stock option under the 1999 Stock
Option Plan does not recognize taxable income on the date of grant of the
option. However, the participant must generally recognize ordinary income when a
non-qualified stock option is exercised equal to the difference between the
option exercise price and the fair market value, on the date of exercise, of the
shares of the Company's Common Stock. If a holder of a non-qualified stock
option pays the exercise price, in full or in part, with previously acquired
shares of the Company's Common Stock, special rules will apply. Special rules
also apply if the shares acquired upon exercise of a non-qualified stock option
are subject to vesting, or are subject to certain restrictions on resale under
federal securities laws applicable to directors, executive officers or 10%
shareholders. Any compensation includable in the gross income of the participant
in respect of a non-qualified stock option will be subject to appropriate
federal employment taxes.

A participant who is granted an incentive stock option will not recognize
taxable income either on the date of grant or on the date of its timely
exercise, although the spread on exercise of an incentive stock option would be
an item of tax preference income potentially subject to the alternative minimum
tax. Upon disposition of the shares of the Company's Common Stock acquired upon
exercise of an incentive stock option, capital gain or loss would be recognized
in an amount equal to the difference between the sales price and the option
exercise price, provided the participant has not disposed of the shares of the
Company's Common Stock within two years of the date of grant of the option nor
within one year from the date of exercise. When a participant exercises an
incentive stock option, the Company will not generally be entitled to a federal
income tax deduction. However, if the participant disposes of stock acquired
through exercise of such an option before meeting the required holding periods,
the participant must generally recognize ordinary income in the amount of the
difference between the option exercise price and the fair market value, on the
date of exercise, of the shares of the Company's Common Stock, except that if
the disposition is a sale and the sale price is lower than the value of the
shares on the exercise date, the lower sale price generally governs the amount
of ordinary income. The Company would generally be entitled to a federal income
tax deduction equal to the amount of ordinary income recognized by the
participant. The balance of the gain, if any, will be capital gain taxed at the
applicable capital gains rate. If the holder of an incentive stock option pays
the exercise price, in full or in part, with previously acquired shares of the
Company's Common Stock, special rules will apply.

The Company will not be entitled to a federal income tax deduction upon the
grant of an option under the 1999 Stock Option Plan. However, when a participant
exercises a non-qualified stock option, the Company will generally be entitled
to a federal income tax deduction in the amount of the difference between the
option exercise price and the fair market value of the shares of the Company's
Common Stock on the date of exercise. The payment by the participant to the
Company of the exercise price has no tax consequences to the Company.

In fiscal 1999, the Company granted under the 1996 Stock Option Plan options
to purchase an aggregate of 8,000 shares to all current directors who are not
executive officers as a group. In fiscal 1999, the Company granted under the
1999 Stock Option Plan options to purchase an aggregate of 745,990 shares to all
employees, including all current officers who are not executive officers, as a
group. In fiscal 1999, the Company granted under the 1999 Stock Option Plan
options to purchase an aggregate of 146,000 shares to all current executive
officers of the Company as a group. In fiscal 1999, the Company granted under
the 1999 Stock Option Plan options to purchase an aggregate of 72,000 shares to
all Named Executive Officers as a group.

The last sale price of the Company's Common Stock on January 14, 2000, as
reported by the NASDAQ National Market, was $25.625 per share.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
THE 1999 STOCK OPTION PLAN.

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3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed the firm of Arthur Andersen LLP,
independent public accountants, as the auditors of the Company for the fiscal
year ending September 30, 2000, subject to the ratification of such appointment
by stockholders at the Annual Meeting. Arthur Andersen LLP has audited the
Company's financial statements since the Company's inception in 1993.

If the foregoing appointment of Arthur Andersen LLP is not ratified by the
stockholders, the Board of Directors will appoint other independent accountants
whose appointment for any period subsequent to the 2000 Annual Meeting of
Stockholders will be subject to approval of stockholders at that meeting.
Representatives of Arthur Andersen LLP are expected to be present at the
Company's Annual Meeting and will have the opportunity to make statements and/or
respond to appropriate questions from stockholders present at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF ARTHUR ANDERSEN
LLP AS THE COMPANY'S INDEPENDENT AUDITORS.

4. OTHER MATTERS

The Board of Directors does not know of any matters that are to be presented
at the Annual Meeting other than those stated in the Notice of Annual Meeting
and referred to in this Proxy Statement. If any other matters should properly
come before the Meeting, it is intended that the proxies in the accompanying
form will be voted as the persons named therein may determine in their
discretion.

STOCKHOLDERS PROPOSALS

Proposals of stockholders intended to be presented at the Company's next
Annual Meeting of Stockholders must be received at the Corporate Secretary's
office, 224 South 108th Avenue, Omaha, Nebraska 68154, no later than
September 23, 2000, to be considered for inclusion in the proxy statement and
form of proxy for that meeting.

Pursuant to Rule 14a-4(c) under the Securities Exchange Act of 1934, if the
Company does not receive advance notice of a stockholder proposal to be raised
at its next Annual Meeting in accordance with the requirements of the Company's
By-laws, management may use its discretionary voting authority to vote
management proxies on the stockholder proposal without any discussion of the
matter in the proxy statement. The Company's By-laws provide that written notice
of a stockholder proposal must be delivered to or mailed and received by the
Secretary of the Company at the principal executive offices of the Company not
less than 80 days prior to the meeting; provided, however, that in the event
that the date of the meeting is not publicly announced by the Company by mail,
press release or otherwise more than 90 days prior to the meeting, notice by the
stockholder to be timely must be delivered to the Secretary of the Company not
later than the close of business on the tenth day following the day on which
such announcement of the date of the meeting was communicated to stockholders.
The stockholder's notice must set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Company's books, of the stockholder proposing such business,
(c) the class and number of shares of the Company which are beneficially owned
by the stockholder, and (d) any material interest of the stockholder in such
business. The Company's By-laws also provide that the chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting, and if he should so
determine, any such business not properly brought before the meeting shall not
be transacted.

By Order of the Board of Directors,

/s/ David P. Stokes

David P. Stokes
SECRETARY

16
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APPENDIX A

TRANSACTION SYSTEMS ARCHITECTS, INC.
1999 STOCK OPTION PLAN
(AS AMENDED FEBRUARY 22, 2000)

Section 1. PURPOSE. The purpose of the Transaction Systems
Architects, Inc. Amended 1999 Stock Option Plan (the "Plan") is to provide long
term incentives and rewards to employees of Transaction Systems
Architects, Inc. (the "Company") and any Subsidiary of the Company, by providing
an opportunity to selected employees to purchase Common Stock of the Company. By
encouraging stock ownership, the Company seeks to attract and retain employees
and to encourage their best efforts to work at the success of the Company.

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

2.1. "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company.

2.2. "CODE" shall mean the Internal Revenue Code of 1986, as amended.

2.3. "COMMITTEE" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.

2.4. "COMMON STOCK" shall mean the Class A Common Stock of the Company.

2.5. "DISABILITY" shall mean permanent and total disability as defined in
Section 22(e)(3) of the Code.

2.6. "EFFECTIVE DATE" shall have the meaning set forth in Section 18.

2.7. "EMPLOYEE" shall mean any person, including an officer or
employee-director of the Company or any Subsidiary of the Company, who, at the
time an Option is granted to such person hereunder, is actively and customarily
employed for 20 hours or more per week by the Company or any Subsidiary of the
Company.

2.8. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

2.9. "FAIR MARKET VALUE" shall mean the closing bid price on the date in
question, as such price is reported by the National Association of Securities
Dealers on the NASDAQ National Market or any successor system for a share of
Common Stock.

2.10. "ISO" shall mean an option granted under the Plan which constitutes
and shall be treated as an "incentive stock option" as defined in
Section 422(b) of the Code.

2.11. "NON-QUALIFIED OPTION" shall mean an option granted under the Plan
which does not constitute and is not treated as an ISO nor as an option
described in Section 423(b) of the Code.

2.12. "OPTION" shall mean any ISO or Non-Qualified Option granted under
this Plan.

2.13. "PARTICIPANT" shall mean any Employee to whom an Option is granted
under the Plan.

2.14. "SUBSIDIARY OF THE COMPANY" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if each
of the corporations other than the last corporation in the unbroken chain owns
stock possessing 50 percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

Section 3. ELIGIBILITY. Options may be granted to any Employee. The
Committee shall have the sole authority to select the Employees to whom Options
are to be granted hereunder and to determine whether an Employee is to be
granted a Non- Qualified Option or an ISO or any combination thereof. No

A-1
<PAGE>
Employee shall have any right to participate in the Plan. Any Employee selected
by the Committee for participation during any one period will not by virtue of
such participation have the right to be selected as a Participant for any other
period.

Section 4. COMMON STOCK SUBJECT TO THE PLAN.

4.1. The total number of shares of Common Stock for which Options may be
granted under this Plan shall not exceed in the aggregate two million
(2,000,000) shares of Common Stock, subject to adjustment pursuant to
Section 7. The total number of shares of Common Stock for which Options may be
granted to any "covered employee" within the meaning of Section 162(m) of the
Code during any twelve month period shall not exceed 75,000 in the aggregate,
subject to adjustment pursuant to Section 7.

4.2. The shares of Common Stock that may be subject to Options granted under
this Plan may be either authorized and unissued shares or shares reacquired at
any time and now or hereafter held as treasury stock as the Committee may
determine. In the event that any outstanding Option expires or is terminated for
any reason, the shares allocable to the unexercised portion of such Option may
again be subject to an Option granted under this Plan. If any shares of Common
Stock acquired pursuant to the exercise of an Option shall have been repurchased
by the Company, then such shares shall again become available for issuance
pursuant to the Plan.

4.3. SPECIAL ISO LIMITATIONS.

(a) The aggregate Fair Market Value (determined as of the date an ISO is
granted) of the shares of Common Stock with respect to which ISO's are
exercisable for the first time by a Participant during any calendar year (under
all incentive stock option plans of the Company or any Subsidiary of the
Company) shall not exceed $100,000.

(b) No ISO shall be granted to an Employee who, at the time the ISO is
granted, owns (actually or constructively under the provisions of
Section 424(d) of the Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any Subsidiary of the
Company, unless the option price is at least 110% of the Fair Market Value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and the ISO by its terms is not exercisable more than five
years from the date it is granted.

4.4. Notwithstanding any other provision of the Plan, the provisions of
Sections 4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non- Qualified Option granted under the Plan.

Section 5. ADMINISTRATION OF THE PLAN.

5.1 The Plan shall be administered by the Compensation Committee of the
Board of Directors, or such other committee of the Board of Directors as may be
directed by the Board of Directors (the "Committee") consisting of no less than
two persons. All members of the committee shall be "Non-Employee Directors"
within the meaning of Rule 16b-3 under the Exchange Act. The Committee shall be
appointed from time to time by, and shall serve at the pleasure of, the Board of
Directors.

5.2. The Committee shall have the sole authority and discretion to grant
Options under this Plan and, subject to the limitations set forth in Sections
4.3 and 6 hereof, to determine the terms and conditions of all Options,
including, without limitation, (i) selecting the Employees who are to be granted
Options hereunder; (ii) designating whether any Option to be granted hereunder
is to be an ISO or a Non-Qualified Option; (iii) establishing the number of
shares of Common Stock that may be purchased under each Option upon exercise and
the Option exercise price per share of Common Stock; (iv) determining the time
and the conditions subject to which Options may be exercised in whole or in
part; (v) determining the form of the consideration that may be used to purchase
shares of Common Stock upon exercise of any Option (including the circumstances
under which the Company's issued and outstanding shares of Common Stock or the
shares of Common Stock available under the Option may

A-2
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be used by a Participant to exercise an Option) and establishing procedures in
connection therewith; (vi) imposing restrictions and/or conditions with respect
to shares of Common Stock acquired upon exercise of an Option;
(vii) determining the circumstances under which shares of Common Stock acquired
upon exercise of any Option may be subject to repurchase by the Company,
including without limitation, the circumstances and conditions subject to which
a proposed sale of shares of Common Stock acquired upon exercise of an Option
may be subject to the Company's right of first refusal (as well as the terms and
conditions of any such right of first refusal); (viii) establishing procedures
whereby a number of shares of Common Stock may be withheld from the total number
of shares of Common Stock to be issued upon exercise of an Option to meet the
obligation of withholding for federal and state income and other taxes, if any,
incurred by the Participant upon exercise of an Option; (ix) accelerating or,
with the consent of the Participant, deferring the time when outstanding Options
may be exercised, provided, however, that any ISO's shall be "accelerated"
within the meaning of Section 424(h) of the Code; (x) establishing any other
terms, restrictions and/or conditions applicable to any Option not inconsistent
with the provisions of the Plan; (xi) authorizing any person to execute on
behalf of the Company any instrument required to effectuate the grant of an
Option previously granted by the Committee; and (xii) taking any other actions
deemed necessary or advisable for the administration of the Plan.

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

5.4. The interpretation and construction by the Committee of any provision
of the Plan, any Option granted hereunder or any agreement evidencing any such
Option shall be final, conclusive and binding upon all parties.

5.5 Only members of the Committee shall vote on any matter affecting the
administration of the Plan or the granting of Options under the Plan.

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

Section 6. TERMS AND CONDITIONS OF OPTIONS.

6.1. ISO'S. Except as otherwise provided in this Section 6.1, the terms
and conditions of each ISO granted under the Plan shall be specified by the
Committee, in its sole discretion, and shall be set forth in a written ISO
agreement between the Company and the Participant in such form as the Committee
shall approve. No person shall have any rights under any ISO granted under the
Plan unless and until the Company and the person to whom such ISO shall have
been granted shall have executed and delivered an agreement expressly granting
the ISO to such person and containing provisions setting forth the terms for the
ISO. The terms and conditions of each ISO shall be such that each ISO issued
hereunder shall constitute and shall be treated as an "incentive stock option"
as defined in Section 422 of the Code. The terms and conditions of any ISO
granted hereunder need not be identical to those of any other ISO granted
hereunder. The terms and conditions of each ISO agreement shall include the
following:

(a) The ISO exercise price shall be fixed by the Committee but shall in no
event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the Fair Market Value of the shares of Common Stock
subject to the ISO on the date the ISO is granted.

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(b) ISO's shall not be transferable otherwise than by will or the laws of
descent and distribution, and, during a Participant's lifetime, an ISO shall be
exercisable only by the Participant.

(c) The Committee shall fix the term of all ISO's granted pursuant to the
Plan (including the date on which such ISO shall expire and terminate) provided,
however, that such term shall in no event exceed ten years from the date on
which such ISO is granted (or, in the case of an ISO granted to an Employee
referred to in Section 4.3(b) hereof, such term shall in no event exceed five
years from the date on which such ISO is granted). Each ISO shall be exercisable
in such amount or amounts, under such conditions and at such times or intervals
or in such installments as shall be determined by the Committee in its sole
discretion.

(d) In the event that the Company or any Subsidiary of the Company is
required to withhold any Federal, state, local or foreign taxes in respect of
any compensation income realized by the Participant as a result of any
"disqualifying disposition" of any shares of Common Stock acquired upon exercise
of an ISO granted hereunder, the Company or such Subsidiary of the Company shall
deduct from any payments of any kind otherwise due to such Participant the
aggregate amount of such Federal, state, local or foreign taxes required to be
so withheld or, if such payments are insufficient to satisfy such Federal,
state, local or foreign taxes, such Participant will be required to pay to the
Company or such Subsidiary of the Company, or make other arrangements
satisfactory to the Company or such Subsidiary of the Company regarding payment
to the Company or such Subsidiary of the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Committee
in its sole discretion. Subject to approval by the Committee, a Participant may
elect to have such tax withholding obligation satisfied, in whole or in part, by
(i) authorizing the Company to withhold from shares of Common Stock to be
acquired upon exercise of an Option, a number of shares of Common Stock with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
shares of Common Stock owned by the Participant with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
withholding amount due.

6.2. NON-QUALIFIED OPTIONS. The terms and conditions of each Non-Qualified
Option granted under the Plan shall be specified by the Committee, in its sole
discretion, and shall be set forth in a written option agreement between the
Company and the Participant in such form as the Committee shall approve. No
person shall have any rights under any Non-Qualified Option granted under the
Plan unless and until the Company and the person to whom such Non-Qualified
Option shall have been granted shall have executed and delivered an agreement
expressly granting the Non-Qualified Option to such person and containing
provisions setting forth the terms for the Non-Qualified Option. The terms and
conditions of each Non-Qualified Option will be such that each Non-Qualified
Option issued hereunder shall not constitute nor be treated as an "incentive
stock option" as defined in Section 422 of the Code or an option described in
Section 423(b) of the Code and will be a "non-qualified stock option" for
federal income tax purposes. The terms and conditions of any Non-Qualified
Option granted hereunder need not be identical to those of any other Non-
Qualified Option granted hereunder. The terms and conditions of each Non-
Qualified Option agreement shall include the following:

(a) The Option exercise price shall be fixed by the Committee and may be
equal to, more than or less than 100% of the Fair Market Value of the shares of
Common Stock subject to the Non-Qualified Option on the date such Non-Qualified
Option is granted.

(b) The Committee shall fix the term of all Non-Qualified Options granted
pursuant to the Plan (including the date on which such Non-Qualified Option
shall expire and terminate). Each Non-Qualified Option shall be exercisable in
such amount or amounts, under such conditions, and at such times or intervals or
in such installments as shall be determined by the Committee in its sole
discretion.

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<PAGE>
(c) Non-Qualified Options shall not be transferable otherwise than by will
or the laws of descent and distribution, and during a Participant's lifetime a
Non- Qualified Option shall be exercisable only by the Participant.

(d) In the event that the Company or any Subsidiary of the Company is
required to withhold any Federal, state, local or foreign taxes in respect of
any compensation income realized by the Participant in respect of a
Non-Qualified Option granted hereunder or in respect of any shares of Common
Stock acquired upon exercise of a Non-Qualified Option, the Company or such
Subsidiary of the Company shall deduct from any payments of any kind otherwise
due to such Participant the aggregate amount of such Federal, state, local or
foreign taxes required to be so withheld or, if such payments are insufficient
to satisfy such Federal, state, local or foreign taxes, or if no such payments
are due or to become due to such Participant, then, such Participant will be
required to pay to the Company or such Subsidiary of the Company, or make other
arrangements satisfactory to the Company or such Subsidiary of the Company
regarding payment to the Company or such Subsidiary of the Company of, the
aggregate amount of any such taxes. All matters with respect to the total amount
of taxes to be withheld in respect of any such compensation income shall be
determined by the Committee in its sole discretion. Subject to approval by the
Committee, a Participant may elect to have such tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Common Stock to be acquired upon exercise of an Option, a number of
shares of Common Stock with an aggregate Fair Market Value (as of the date the
withholding is effected) that would satisfy the withholding amount due, or
(ii) transferring to the Company shares of Common Stock owned by the Participant
with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due.

6.3 VESTING; PERIOD FOR EXERCISE OF OPTION. In the sole discretion of the
Committee, the terms and conditions of any Option may include any of the
following provisions:

(a) An Option may not be exercised during the first year from the date it is
granted. After the first anniversary of the date on which an Option is granted,
it may be exercised as to not more than 33 1/3% of the shares of Common Stock
available for purchase under the Option and, after the second and third
anniversaries of the Option grant date, it may be exercised as to not more than
an additional 33 1/3% of such shares plus any shares as to which the Option
might theretofore have been exercisable but shall not have been exercised.

(b) Subject to subsection (d) below, if a Participant ceases to be an
Employee of the Company or a Subsidiary of the Company for any reason other than
as a result of his death or Disability, the unexercised portion of any Option
held by such Participant at that time may only be exercised within one month
after the date on which the Participant ceased to be so employed, but no later
than the date the Option expires, and only to the extent that the Participant
could have otherwise exercised such Option as of the date on which he ceased to
be so employed. To the extent that the Participant is not entitled to exercise
the Option on such date, or if the Participant does not exercise it within the
time specified, such Option shall terminate. The Committee shall have the
authority to determine the date a Participant ceases to be an Employee.

(c) Subject to subsection (d) below, if a Participant ceases to be an
Employee of the Company or a Subsidiary of the Company by reason of his
Disability, the unexercised portion of any Option held by such Participant at
that time may only be exercised within one year after the date on which the
Participant ceased to be so employed, but no later than the date the Option
expires, and to the extent that the Participant could have otherwise exercised
such Option if it had been completely exercisable. To the extent that the
Participant is not entitled to exercise the Option on such date, or if the
Participant does not exercise it within the time specified, such Option shall
terminate. The Committee shall have the authority to determine the date a
Participant ceases to be an Employee by reason of his Disability.

(d) If a Participant dies while employed by the Company or a Subsidiary of
the Company (or dies within a period of one month after ceasing to be an
Employee for any reason other than Disability or

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<PAGE>
within a period of one year after ceasing to be an Employee by reason of
Disability), the unexercised portion of any Option held by such Participant at
the time of his death may only be exercised within one year after the date of
such Participant's death, but no later than the date the Option expires, and to
the extent that the Participant could have otherwise exercised such Option if it
had been completely exercisable. Such Option may be exercised by the executor or
administrator of the Participant's estate or by any person or persons who shall
have acquired the Option directly from the Participant by bequest or
inheritance. To the extent that the Option is not entitled to be exercised on
such date or if the Option is not exercised within the time specified, such
Option shall terminate.

6.4. PROCEDURES FOR EXERCISE OF OPTION; RIGHTS OF STOCKHOLDER. Any Option
granted hereunder shall be exercisable at such times, under such conditions, as
shall be determined by the Committee and in accordance with the terms of the
Plan. An Option may not be exercised for a fraction of a share of Common Stock.
An Option shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option
agreement by the Participant entitled to exercise the Option and full payment
for the shares of Common Stock with respect to which the Option is exercised has
been received by the Company. Full payment may, as authorized by the Committee,
consist of any form of consideration and method of payment allowable hereunder.
Payment for the shares of Common Stock upon exercise of an Option shall be made
in cash, by certified check, or if authorized by the Committee, by delivery of
other shares of Common Stock having a Fair Market Value on the date of delivery
equal to the aggregate exercise price of the shares of Common Stock as to which
the Option is being exercised, or if authorized by the Committee, by authorizing
the Company to withhold from the total number of shares of Common Stock to be
acquired upon exercise of an Option that number of shares of Common Stock having
an aggregate Fair Market Value (as of the date the withholding is effected) that
would equal the aggregate exercise price of the shares of Common Stock as to
which the Option is being exercised, or by any combination of such methods of
payment or by any other method of payment that may be permitted under applicable
law and the Plan and authorized by the Committee under Section 5.2 of the Plan.
Upon the receipt of notice of exercise and full payment for the shares of Common
Stock, the shares of Common Stock shall be deemed to have been issued and the
Participant shall be entitled to receive such shares of Common Stock and shall
be a stockholder with respect to such shares, and the shares of Common Stock
shall be considered fully paid and nonassessable. No adjustment will be made for
a dividend or other right for which the record date is prior to the date on
which the stock certificate is issued, except as provided in Section 7 of the
Plan. Each exercise of an Option shall reduce, by an equal number, the total
number of shares of Common Stock that may thereafter be purchased under such
Option.

Section 7. ADJUSTMENTS.

7.1 In the event that the outstanding shares of the Company's Common Stock
shall be increased or decreased or changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or of
another corporation, effected without the receipt of consideration by the
Company, through reorganization, merger or consolidation, recapitalization,
reclassification, stock split, reverse stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock, the
Board of Directors shall appropriately adjust, subject to any required action by
the stockholders of the Company, (i) the number of shares of Common Stock (and
the Option exercise price per share) subject to the unexercised portion of any
outstanding Option (to the nearest possible full share), provided, however, that
the limitations of Section 424 of the Code shall apply with respect to
adjustments made to ISO's and (ii) the number of shares of Common Stock for
which Options may be granted under the Plan, as set forth in Section 4.1 hereof,
and such adjustments shall be final, conclusive and binding for all purposes of
the Plan. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.

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<PAGE>
7.2 Notwithstanding the foregoing, in the event of (i) any offer or proposal
to holders of the Company's Common Stock relating to the acquisition of their
shares, including, without limitation, through purchase, merger or otherwise, or
(ii) any transaction generally relating to the acquisition of substantially all
of the assets or business of the Company, or (iii) the dissolution or
liquidation of the Company, the Committee may make such adjustment as it deems
equitable in respect of outstanding Options (and in respect of the shares of
Common Stock for which Options may be granted under the Plan), including,
without limitation, the revision, cancellation, or termination of any
outstanding Options, or the change, conversion or exchange of the shares of the
Company's Common Stock under outstanding Options (and of the shares of the
Company's Common Stock for which Options may be granted under the Plan) into or
for securities or other property of another corporation. Any such adjustments by
the Committee shall be final, conclusive and binding for all purposes of the
Plan.

Section 8. EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP. Neither this
Plan nor any Option granted hereunder to a Participant shall be construed as
conferring upon such Participant any right to continue in the employ of the
Company or any Subsidiary of the Company as the case may be, or limit in any
respect the right of the Company or any Subsidiary of the Company to terminate
such Participant's employment with the Company or any Subsidiary of the Company,
as the case may be, at any time.

Section 9. AMENDMENT OF THE PLAN. The Board of Directors may amend the
Plan from time to time as it deems desirable in its sole discretion without
approval of the stockholders of the Company, except to the extent stockholder
approval is required by Rule 16b-3 of the Exchange Act, applicable NASDAQ
National Market or stock exchange rules, applicable Code provisions, or other
applicable laws or regulations.

Section 10. TERMINATION OF THE PLAN. The Board of Directors may terminate
the Plan at any time in its sole discretion. No Option may be granted hereunder
after termination of the Plan. The termination or amendment of the Plan shall
not alter or impair any rights or obligations under any Option previously
granted under the Plan in any material adverse way without the affected
Participant's consent.

Section 11. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Within the
limitations of the Plan and subject to Section 7, the Committee may modify,
extend or renew outstanding Options or accept the cancellation of outstanding
Options for the granting of new Options in substitution therefore.
Notwithstanding the preceding sentence, except for any adjustment described in
Section 7, (i) no modification of an Option shall, without the consent of the
Participant, alter or impair any rights or obligations under any Option
previously granted under the Plan in any material adverse way without the
affected Participant's consent, and (ii) the exercise price of outstanding
Options may not be altered, amended or modified.

Section 12. GOVERNING LAW. The Plan and any and all Option agreements
executed in connection with the Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflict of
laws principles.

Section 13. NO STRICT CONSTRUCTION. No rule of strict construction shall
be applied against the Company, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any Option agreement, any Option
granted under the Plan, or any rule, regulation or procedure established by the
Committee.

Section 14. SUCCESSORS. This Plan is binding on and will inure to the
benefit of any successor to the Company, whether by way of merger,
consolidation, purchase, or otherwise.

Section 15. SEVERABILITY. If any provision of the Plan or an Option
agreement shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan or such
agreement, and the Plan and such agreement shall each be construed and enforced
as if the invalid provisions had never been set forth therein.

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Section 16. PLAN PROVISIONS CONTROL. The terms of the Plan govern all
Options granted under the Plan, and in no event will the Committee have the
power to grant any Option under the Plan, which is contrary to any of the
provisions of the Plan. In the event any provision of any Option granted under
the Plan shall conflict with any term in the Plan as constituted on the grant
date of such Option, the term in the Plan as constituted on the grant date of
such Option shall control.

Section 17. HEADINGS. The headings used in the Plan are for convenience
only, do not constitute a part of the Plan, and shall not be deemed to limit,
characterize, or affect in any way any provisions of the Plan, and all
provisions of the Plan shall be construed as if no captions had been used in the
Plan.

Section 18. EFFECTIVE DATE OF THE PLAN. The Plan shall be submitted to the
stockholders of the Company for approval and ratification at the next regular or
special meeting thereof to be held after January 1, 1999. Unless at such meeting
the Plan is approved and ratified by the stockholders of the Company, in the
manner provided by the Company's By-Laws, then and in such event, the Plan and
any then outstanding Options that may have been conditionally granted prior to
such stockholder meeting shall become null and void and of no further force and
effect. Subject to the immediately preceding sentence, the Plan shall be
effective as of February 23, 1999. The Plan shall continue in effect for a term
of 10 years unless sooner terminated under Section 10.

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<PAGE>

TRANSACTION SYSTEMS ARCHITECTS, INC.

ANNUAL MEETING OF STOCKHOLDERS

TUESDAY, FEBRUARY 22, 2000
10:00 A.M.

TRANSACTION SYSTEMS ARCHITECTS, INC.
230 SOUTH 108TH AVENUE
OMAHA, NEBRASKA 68154

[LOGO] TRANSACTION SYSTEMS ARCHITECTS, INC.
230 SOUTH 108TH AVENUE, OMAHA, NEBRASKA 68154 PROXY
________________________________________________________________________________

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL
MEETING ON FEBRUARY 22, 2000.

The undersigned hereby appoints William E. Fisher, Gregory J. Duman and David
P. Stokes, and each of them, with power to appoint a substitute, to vote, in
accordance with the specifications appearing below, all shares the
undersigned is entitled to vote at the Annual Meeting of Stockholders of
Transaction Systems Architects, Inc., a Delaware corporation, to be held on
Tuesday, February 22, 2000, at 10:00 a.m. CST at the offices of the Company
at 230 South 108th Avenue, Omaha, Nebraska, and at all adjournments thereof,
and, in their discretion, upon all other matters that may properly come
before the Annual Meeting or any adjournment or adjournments thereof, and
hereby revokes all former proxies. The undersigned hereby acknowledges
receipt of the Proxy Statement for the Annual Meeting.

SEE REVERSE FOR VOTING INSTRUCTIONS

<PAGE>

COMPANY #
THERE ARE THREE WAYS TO VOTE YOUR PROXY CONTROL #

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY
CARD.

VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- - Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
- - Follow the simple instructions the Voice provides you.

VOTE BY INTERNET -- http://www.eproxy.com/tsai/ -- QUICK *** EASY *** IMMEDIATE
- - Use the Internet to vote your proxy 24 hours a day, 7 days a week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to Transaction Systems Architects, Inc.,
c/o Shareowner Services-TM-, P.O. Box 64873, St. Paul, MN 55164-0873.

IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
-- PLEASE DETACH HERE --

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
DIRECTORS
<TABLE>
<S> <C> <C> <C> <C>
1. Election of directors: 01 William E. Fisher 02 David C. Russell / / FOR all / / WITHHOLD
03 Charles E. Noell, III 04 Jim D. Kever nominees all nominees
05 Larry G. Fendley 06 Roger K. Alexander
</TABLE>

(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE THE
NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)

2. Proposal to approve the Amendment to
the Company's 1999 Stock Option Plan. / / For / / Against / / Abstain

3. Proposal to ratify the appointment of
Arthur Andersen LLP as independent / / For / / Against / / Abstain
public accountants of the Company
for the fiscal year ended
September 30, 2000.

4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT
OR ADJOURNMENTS THEREOF.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Address Change? Mark Box / / Indicate changes below:

Dated: _________________________, 2000

Signature(s) in Box

Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administration, etc., should
include title and authority.
Corporations should use full name of
corporation and title of authorized
officer signing the proxy.