TRANSACTION SYSTEMS ARCHITECTS INC
EXHIBIT 10-2 TO FORM 8-K -- 2005 MIC PLAN
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<TYPE>EX-10
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<FILENAME>ceo8kexhibit102.txt
<DESCRIPTION>EXHIBIT 10-2 TO FORM 8-K -- 2005 MIC PLAN
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                                                                    Exhibit 10.2

            2005 FISCAL YEAR MANAGEMENT INCENTIVE COMPENSATION PLAN

         On September 24, 2004, the Compensation Committee of the Board of
Directors of Transaction Systems Architects, Inc. (the "Company") approved the
2005 Fiscal Year Management Incentive Compensation Plan (the "2005 MIC Plan").
The 2005 MIC Plan will be implemented in the Company's 2005 fiscal year
beginning October 1, 2004 and will apply to all of the Company's employees
eligible for a management incentive bonus ("MIC Bonus"). All of the Company's
named executive officers will participate in the 2005 MIC Plan.

         The objective of the 2005 MIC Plan is to incent certain management
level personnel to contribute toward the attainment of the consolidated
financial goals for fiscal year 2005 based on corporate, segment and/or channel
specific targets, or specific individual performance attainment requirements.
The MIC Bonus opportunity is based on targets for five periods comprised of the
Company's four fiscal quarters and its fiscal year end. If the minimum targets
are not achieved for a target period, no MIC Bonus is paid for that period.
Earned MIC Bonuses are paid quarterly, with the annual MIC Bonus paid at the
same time as the fourth quarter payout. MIC Bonuses are paid in cash. A MIC
Bonus payout may be more or less than 100% (up to a maximum of 200%) depending
on the level of attainment as set forth in the table below:

   ------------------------------------ -------------------------------------
            Target Attainment                         MIC Bonus

                Percentage                        Payout Percentage
   ------------------------------------ -------------------------------------
              95% Attainment                             50%
             100% Attainment                            100%
             105% Attainment                            125%
             110% Attainment                            150%
             120% Attainment                            200%
   ------------------------------------ -------------------------------------

         A participant in the 2005 MIC Plan must be employed by the Company on
the last day of the target period to be eligible to receive the MIC Bonus payout
for the target period. If a participant's employment is terminated for any
reason prior to the end of any target period, the participant will not be
eligible for to receive a MIC Bonus for that particular period or any subsequent
target period.

         The Company reserves the right at any time during the 2005 MIC Plan
year to: (a) amend or terminate the plan in whole or in part, (b) revoke any
eligible employee's right to participate in the 2005 MIC Plan, and (c) make
adjustments to targets at any time during the 2005 MIC Plan year.

         Under the 2005 MIC Plan, the annual bonus compensation for the senior
corporate executives will be based on certain Company-level financial
performance measures, and for the senior corporate executives of the Company's
business segments, certain segment-level financial performance measures. MIC
Bonus amounts for segment-level corporate executives will be determined by a
combination of segment-level financial performance (or channel-level performance
for senior corporate executives of business segment channels) and Company-level
performance.

         The table below summarizes the fiscal year 2005 Company-level and
segment-level financial performance measures and the range of weighting for such
performance measures:

--------------------------------------------------------------------------------
                           Senior Corporate Executives
--------------------------------------------------------------------------------
                    Performance Measure                      Performance Measure
                                                               Weighting Range
------------------------------------------------------------ -------------------
Company-Level Performance Measures:
  - Operating Margin........................................      40% - 55%
  - Revenue.................................................      15% - 30%
  - Cash Flow...............................................         15%

Segment-Level Performance Measures:
  - Segment/Channel Revenue.................................         15%
  - Segment/Channel Contribution Margin.....................         15%
--------------------------------------------------------------------------------

         For the other participants in the 2005 MIC Plan (excluding senior
corporate executives), the annual bonus compensation will be based on a
combination of some or all of the following: Company-level financial performance
measures, segment-level (or channel-level) financial performance measures and
specific targets for the individual which will be set by their direct managers.
The weighting of the performance measures will vary for the other 2005 MIC Plan
participants depending on the respective business segment in which they are
employed; however, 25% of their MIC Bonus will be tied to individual targets set
for such participant by their direct manager.

         Evaluating performance against Company-level and segment-level
objectives along with specific individual objectives provides the Company with
the ability to set goals and reward managers and executives for performance
beyond purely financial measures, including, for example, exceptional
leadership, creativity, collaboration, diversity initiatives, crisis management
and other activities that are critical to driving long-term value for the
shareholders of the Company.

         The Compensation Committee will set specific target performance
measures at the beginning of each year. These targets will be based upon a
review of the annual operating plan of the Company as a whole and any relevant
business segment, considered in the context of prior years' results and other
factors.

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