UNITED STATESSCHEDULE 14A

SECURITIES AND EXCHANGE COMMISSION(RULE 14a-101)

Washington, D.C. 20549INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

EURONET WORLDWIDE, INC.Euronet Worldwide, Inc.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther 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.

¨    Fee paid previously with preliminary materials:

EURONET WORLDWIDE, INC.

4601 COLLEGE BOULEVARD

SUITE 300

LEAWOOD, KANSAS 66211

913-327-4200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 200324, 2004

Euronet Worldwide, Inc., a Delaware corporation (“Euronet,” “we” or “us”), will hold the Annual Meeting of our Stockholders on Wednesday,Monday, May 28, 200324, 2004 at 2:00 p.m. (Central time), at our offices at 4601the Doubletree Hotel, Corporate Woods, 10100 College Boulevard, Suite 300, Leawood,Overland Park, Kansas 66211,66210, for the following purposes:

Our Board of Directors (the “Board”) has fixed the close of business on April 1, 2003,9, 2004, as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournment of the meeting.

All stockholders are cordially invited to attend the meeting in person. However,to assure your representation at the meeting, you are urged to mark, sign, date and return the enclosed proxy as promptly as possible in the postage prepaid envelope provided for that purpose. Any stockholder attending the meeting may vote in person even if he or she returned a proxy.

By Order of the Board,

Jeffrey B. Newman

Executive Vice President,

General Counsel and Secretary

April 25, 200321, 2004

EURONET WORLDWIDE, INC.

4601 COLLEGE BOULEVARD

SUITE 300

LEAWOOD, KANSAS 66211

913-327-4200

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 200324, 2004

DATE, TIME AND PLACE OF MEETING

Euronet Worldwide, Inc. (“Euronet,” “we” or “us”) is furnishing this proxy statement in connection with the solicitation of proxies by our Board of Directors (the “Board”), for use at the annual meeting of stockholders to be held on Wednesday,Monday, May 28, 2003,24, 2004, at 2:00 p.m. (Central time), at our offices at 4601the Doubletree Hotel, Corporate Woods, 10100 College Boulevard, Suite 300, Leawood,Overland Park, Kansas 6621166210, and at any adjournment of the meeting (the “Annual Meeting”).

Record Date; Quorum; Outstanding Shares

Stockholders at the close of business on April 1, 20039, 2004 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. The stockholders will be entitled to one vote for each share of Common Stock, par value $0.02 per share (the “Common Stock”), held of record at the close of business on the Record Date. To take action at the Annual Meeting, a quorum composed of holders of one-third of the outstanding shares of Common Stock must be represented by proxy or in person at the Annual Meeting. On February 28, 200329, 2004 there were 26,473,20630,316,016 shares of Common Stock outstanding. No shares of preferred stock are outstanding.

Date of Mailing

We are first sending this proxy statement, the accompanying proxy and our annual report to stockholders for the year ended December 31, 20022003 (the “Annual Report”) to stockholders on or about April 25, 2003.

Stockholder Proposals for the 2004 Annual Meeting

We must receive any proposal of a stockholder to be presented at our annual meeting of stockholders in 2004, including the nomination of persons to serve on the Board, not later than December 27, 2003 for us to include it in the proxy materials for that meeting. Any proposal of a stockholder to be presented at our annual meeting of stockholders in 2004 which is not intended to be included in our proxy materials must be received not later than January 26, 2004 to be considered timely. We reserve the right to exercise discretionary voting authority on the proposal if a stockholder has failed to submit the proposal by January 26,21, 2004. Stockholders submitting proposals should submit them in writing and direct them to Euronet’s secretary at our principal executive offices via certified mail, return receipt requested, to ensure timely delivery. We did not receive any stockholder proposals with respect to the Annual Meeting scheduled for May 28, 2003.

REVOCABILITY OF PROXIES

Shares of Common Stock represented by valid proxies that we receive at any time up to and including the day of the Annual Meeting will be voted as specified in such proxies. Any stockholder giving a proxy has the right to revoke it at any time before it is exercised by attending the Annual Meeting and voting in person or by filing with Euronet’s secretary an instrument of revocation or a duly executed proxy bearing a later date.

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VOTING AND SOLICITATION

Each share of Common Stock issued and outstanding as of the Record Date will have one vote on each of the matters presented herein. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the judgeinspector of elections appointed for the Annual Meeting. We will treat shares that are voted “For,” “Against” or “Withheld From” a matter as being present at the meeting for purposes of establishing a quorum and also as shares entitled to vote at the Annual Meeting (the “Votes Cast”). We will treat abstentions and broker non-votes also as shares that are present and entitled to be voted for purposes of determining the presence of a quorum. Abstentions will count in determining the total number of Votes Cast with respect to a proposal that requires a majority of Votes Cast and, therefore, will have the same effect as a vote against such a proposal. Broker non-votes will not count in determining the number of Votes Cast with respect to a proposal that requires a majority of Votes Cast and, therefore, will not affect the outcome of the voting on such a proposal. Proposal 1: Election of Directors must be approved by a plurality of stockholders voting at the Annual Meeting and Proposal 2: Amendment to Euronet’s 2002 Stock Incentive Plan to Allocate 1.5 million Additional Shares of our Common Stock, which proposal must be approved by a majority of the stockholders voting at the Annual Meeting.

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PERSONS MAKING THE SOLICITATION

Euronet is making all the solicitations in this proxy statement. We will bear the entire cost of this solicitation of proxies. Our directors, officers, and regular employees, without additional remuneration, may solicit proxies by telephone, telegraph and personal interviews. We will, if requested, reimburse banks, brokerage houses and other custodians, nominees and certain fiduciaries for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials to their principals.

WE WILL FURNISH ADDITIONAL COPIES OF THE ANNUAL REPORT, NOT INCLUDING EXHIBITS, WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO JEFFREY B. NEWMAN AT OUR ADDRESS SET FORTH ABOVE. WE WILL FURNISH EXHIBITS TO THE ANNUAL REPORT TO STOCKHOLDERS UPON WRITTEN REQUEST AND PAYMENT OF AN APPROPRIATE PROCESSING FEE.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

As of the close of business on February 28, 2003,29, 2004, we had 26,473,20630,316,016 shares of Common Stock issued and outstanding. The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of February 28, 2003,29, 2004, by (i) each Euronet Director, nominees for Director and Named Executive Officer, (ii) all Euronet Directors, nominees for Director and Executive Officers as a group, and (iii) each stockholder known by Euronet to beneficially own beneficially more than 5% of our Common Stock.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Directors nominees for Director and Executive Officers are as follows:

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Classified Board

We currently have sixeight directors divided among three classes as follows:

Class I—Michael J. Brown, and M. Jeannine Strandjord; Strandjord and Andrew B. Schmitt;

Class II—Eriberto R. Scocimara and Dr. Andrzej Olechowski; and

Class III—Thomas A. McDonnell, Paul S. Althasen and Daniel R. Henry.

On March 6,September 24, 2003, the Board expanded the Board from seven to seveneight members in order to nominate Paul Althasen, co-founder of e-pay Ltd.,appoint Andrew B. Schmitt as a company we acquired on February 19, 2003,director. Mr. Schmitt is nominated for election toat the Board as a Class III director.Annual Meeting.

Mr. Brown, Mr. Henry and Mr. HenryAlthasen are employeemanagement directors. If elected, Mr. Althasen will also be an employee director. The Board has determined that the remaining fourfive directors are independent directors as defined in the listing standards for the Nasdaq National Market.

Three Class IIII directors are to be elected at the Annual Meeting for three-year terms ending at the Annual Meeting of Stockholders in 2006.2007. The Board has nominated Thomas A. McDonnell, Daniel R. HenryMichael J. Brown, M. Jeannine Strandjord and Paul AlthasenAndrew B. Schmitt for election as Class IIII directors. Unless otherwise instructed, theeach signed and returned proxy holders will vote the proxies receivedbe voted for Thomas A. McDonnell, Daniel R. HenryMichael J. Brown, M. Jeannine Strandjord and Paul Althasen.Andrew B. Schmitt. Mr. Brown, Ms. Strandjord

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and Mr. Schmitt have consented to serve as directors of Euronet. If Mr. McDonnell, Mr. HenryBrown, Ms. Strandjord or Mr. AlthasenSchmitt is unable or subsequently declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any alternative nominees who shall be designated by the present Board to fill the vacancy. We are not aware of any reason thatwhy Mr. McDonnell, Mr. HenryBrown, Ms. Strandjord or Mr. AlthasenSchmitt will be unable or will decline to serve as a director.

The three candidates for election as directors who receive the highest number of affirmative votes by the holders of shares present and entitled to be voted at the Annual Meeting will be elected.

The following information relates to the nominees indicated above and to our other directors whose terms of office will extend beyond 2003.2004. All directors have held their present positionsserved on our Board for at least five years, except as otherwise indicated.

THOMAS A. MCDONNELL has been a DirectorMICHAEL J. BROWN is one of the founders of Euronet since its incorporation in December 1996 and he previously served on the boards of Euronet’s predecessor companies. From 1973 to September 1995, he served as Treasurer of DST Systems, Inc., a stockholder of Euronet. Since October 1984 he has served as our Chairman of the Board and Chief Executive Officer and since January 1973 (except for a 30 month period from October 1984 to April 1987) he has served as President of DST Systems, Inc. He is currently a director of DST Systems, Inc., BHA Group

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Holdings, Inc., Computer Science Corporation, Commerce Bancshares, Inc., Garmin Ltd., Blue Valley Bank Corp. and Kansas City Southern.1994. Mr. McDonnell has a B.S. in Accounting from Rockhurst College and an M.B.A. from the Wharton School of Finance.

DANIEL R. HENRY founded the predecessor of Euronet with Michael Brown in 1994 and is serving as our President and Chief Operating Officer. Mr. Henry oversees Euronet’s daily operations, including our overseas subsidiaries, and is responsible for our expansion into new markets. Prior to joining us, Mr. Henry was a commercial real estate broker for five years in the Kansas City metropolitan area where he specialized in the development and leasing of premier office properties. Mr. Henry received a B.S. in Business Administration from the University of Missouri—Columbia in 1988. Mr. Henry has been a Director of Euronet since our incorporation in December 1996 and he previously served on the boards of Euronet’s predecessor companies. In 1979, Mr. HenryBrown founded Innovative Software, Inc., a computer software company that was merged in 1988 with Informix. Mr. Brown served as President and Chief Operating Officer of Informix from February 1988 to January 1989. He served as President of the Workstation Products Division of Informix from January 1989 until April 1990. In 1993, Mr. Brown was a founding investor of Visual Tools, Inc. Visual Tools Inc. was acquired by Sybase Software in 1996. Mr. Brown received a B.S. in electrical engineering from the University of Missouri—Columbia in 1979 and a M.S. in molecular and cellular biology at the University of Missouri—Kansas City in 1997. Mr. Brown is married to the sister of the wife of Michael J. Brown,Daniel R. Henry, the President and Chief ExecutiveOperating Officer of Euronet.

PAUL S. ALTHASEN currently servesM. JEANNINE STRANDJORD has served on our Board since March 26, 2001. Since September 2003 Ms. Strandjord has served as ExecutiveSenior Vice President and Joint Managing DirectorChief Integration Officer of e-pay Ltd. HeSprint Corporation (“Sprint”) with responsibility for implementation of Sprint’s corporate strategy including overall program management of comprehensive process redesign and organizational development. From November 1998 to September 2003, Ms. Strandjord was Senior Vice President of Financial Services of Sprint. From 1990 to November 1998, Ms. Strandjord was Senior Vice President and Treasurer for Sprint. From 1986 to 1990, she served as Vice President and Controller of Sprint. Ms. Strandjord joined EuronetSprint in February 2003January 1985, serving as Vice President of Finance and Distribution at AmeriSource, Inc., a Sprint subsidiary. Prior to joining Sprint, Ms. Strandjord was Vice President of Finance for Macy’s Midwest and had held positions with Kansas City Power & Light Co. and Ernst and Whinney. Ms. Strandjord holds a bachelor’s degree in connection with Euronet’s acquisitionaccounting and business administration from the University of e-pay. Mr. AlthasenKansas and is a co-founder and former CEO of e-pay, where he was responsible for the strategic directioncertified public accountant. She is a member of the companyboard of six registered investment companies which are a part of American Century Funds, a member of the board of DST Systems, Inc., a member of the audit committee of DST Systems, Inc., and a stockholder of Euronet, and a member of the audit committee of American Century Mutual Funds.

ANDREW B. SCHMITT has served on our Board since its formation in 1999. From 1989September 24, 2003. Mr. Schmitt has served as President and Chief Executive Officer of Layne Christensen Company since October 1993. For approximately two years prior to 1999,joining Layne Christensen Company, Mr. AlthasenSchmitt was a co-founderpartner in two privately owned hydrostatic pump and Managing Directormotor manufacturing companies and an oil and gas service company. He served as President of MPC Mobile Phone Center,the Tri-State Oil Tools Division of Baker Hughes Incorporated from February 1988 to October 1991. Mr. Schmitt serves on the board of directors of Layne Christensen Company, as well as the boards of its subsidiaries and affiliates. Mr. Schmitt holds a franchised retailerbachelor of cellular phones inscience degree from the U.K. Previously, Mr. Althasen worked for Chemical Bank in London where he traded financial securities. Mr. Althasen has a B.A. (Honors) degree in business studies.University of Alabama School of Commerce and Business.

The Board recommends that stockholders vote “FOR” election of Thomas A. McDonnell, Daniel R. HenryMichael J. Brown, M. Jeannine Strandjord and Paul AlthasenAndrew B. Schmitt as Class IIII directors of Euronet.

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Other Directors

MICHAEL J. BROWN is one of the foundersTHOMAS A. MCDONNELL has been a Director of Euronet since its incorporation in December 1996 and he previously served on the boards of Euronet’s predecessor companies. Since October 1984, he has served as our Chief Executive Officer and since 1994. In 1979, Mr. Brown founded Innovative Software,January 1973 (except for a 30 month period from October 1984 to April 1987) he has served as President of DST Systems, Inc., a computer software company that was mergedstockholder of Euronet. From 1973 to September 1995, he served as Treasurer of DST Systems, Inc. He is currently a director of DST Systems, Inc., BHA Group Holdings, Inc., Computer Science Corporation, Commerce Bancshares, Inc., Garmin Ltd., Blue Valley Ban Corp and Kansas City Southern. He is a member of the audit committees of Computer Sciences Corporation, BHA Group Holdings, Inc., Commerce Bancshares, Inc. and Garmin Ltd. Mr. McDonnell has a B.S. in Accounting from Rockhurst College and an M.B.A. from the Wharton School of Finance.

DANIEL R. HENRY founded the predecessor of Euronet with InformixMichael Brown in 1988. Mr. Brown served1994 and is serving as our President and Chief Operating Officer of Informix from February 1988Officer. Mr. Henry oversees Euronet’s daily operations, including our overseas subsidiaries, and is responsible for our expansion into new markets. Prior to January 1989. He served as President of the Workstation Products Division of Informix from January 989 until April 1990. In 1993,joining us, Mr. BrownHenry was a founding investorcommercial real estate broker for five years in the Kansas City metropolitan area where he specialized in the development and leasing of Visual Tools, Inc.premier office properties. Mr. BrownHenry received a B.S. in Electrical EngineeringBusiness Administration from the University of Missouri—Columbia in 1979 and a M.S. in Molecular and Cellular Biology at the University of Missouri—Kansas City in 1996.1988. Mr. BrownHenry has been a Director of Euronet since our incorporation in December 1996 and he previously served on the boards of Euronet’s predecessor companies. Mr. BrownHenry is married to the sister of the wife of Daniel R. Henry,Michael J. Brown, the PresidentChairman of the Board and Chief OperatingExecutive Officer of Euronet.

M. JEANNINE STRANDJORD has served on our Board since March 26, 2001. Since November 1998, Ms. Strandjord has been Senior Vice President of Financial Services of Sprint Corporation (“Sprint”), with responsibility for billing, accounting, budgeting, financial policy, financial systems, operational analysis, receivables management and decision support. From 1990 to November 1998, Ms. Strandjord was SeniorPAUL S. ALTHASEN currently serves as Executive Vice President and Treasurer for Sprint. From 1986 to 1990, she served as Vice President and ControllerCo-Managing Director of Sprint. Ms. Strandjord joined Sprint in January 1985, serving as Vice President of Finance and Distribution at AmeriSource, Inc.e-pay Ltd., a Sprint subsidiary. Priorsubsidiary of Euronet (“e-pay”). He joined Euronet in February 2003 in connection with Euronet’s acquisition of e-pay. Mr. Althasen is a co-founder and former CEO of e-pay, where he was responsible for the strategic direction of the company since its formation in 1999. From 1989 to joining Sprint, Ms. Strandjord1999, Mr. Althasen was Vice Presidenta co-founder and Managing Director of FinanceMPC Mobile Phone Center, a franchised retailer of cellular phones in the U.K. Previously, Mr. Althasen worked for Macy’s Midwest and had held positions with Kansas City Power & Light Co. and Ernst and Whinney. Ms. Strandjord holdsChemical Bank in London where he traded financial securities. Mr. Althasen has a bachelor’sB.A. (Honors) degree in accounting and business administration from the University of Kansas and is a certified public accountant. She is a member of the boards of American Century Mutual Funds and DST Systems, Inc., a stockholder of Euronet.studies.

DR. ANDRZEJ OLECHOWSKI has served as a Director of Euronet since May 2002. He previously served as a Director of Euronet from its incorporation in December 1996 until his resignation in May 2000. Since 1995, Dr. Olechowski has served as a consultant for Central Europe Trust, Poland, a consulting firm. He has held several senior positions with the Polish government: from 1993 to 1995, he was Minister of Foreign Affairs and in 1992 he was Minister of Finance. From 1992 to 1993, and again in 1995, he served as economic advisor to President Walesa. From 1991 to 1992, he was Secretary of State in the Ministry of Foreign Economic Relations

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and from 1989 to 1991 he was Deputy Governor of the National Bank of Poland. At presentFrom May 1998 to June 2000, Dr. Olechowski is with Central Europe Trust, Poland, a consulting firm. Formerserved as the Chairman of Bank Handlowy,Handlowy. Currently, Dr. Olechowski sits on the International Advisory Board of Textron and the boards of various charitable and educational foundations. He received a Ph.D. in Economics in 1979 from the Central School of Planning and Statistics in Warsaw.

ERIBERTO R. SCOCIMARA has been a Director of Euronet since its incorporation in December 1996 and he previously served on the boards of Euronet’s predecessor companies. Since April 1994, Mr. Scocimara has served as President and Chief Executive Officer of the Hungarian-American Enterprise Fund (“HAEF”), a private company that is funded by the U.S. government and invests in Hungary. HAEF is a stockholder of Euronet. Since 1984, heMr. Scocimara has also been the President of Scocimara & Company, Inc., an investment management company. Mr. Scocimara is currently a director of HAEF, Carlisle Companies, Roper Industries, Quaker Fabrics and several privately owned companies. He is the chairman of the audit committees of Roper Industries and Quaker Fabrics. He has a Licence de Science Economique from the University of St. Gallen, Switzerland, and an M.B.A.M. B.A. from Harvard University.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements between Euronet and each of Paul S. Althasen and John A. Gardiner

Paul S. Althasen, who has been nominated as a candidate for election to the Board at the Annual Meeting, is adirector and Executive Vice President of Euronet, and John A. Gardiner, an Executive Vice President of Euronet, are both former shareholderstockholders of e-pay Ltd. (“e-pay”), which we purchased on February 19, 2003. The terms of the e-pay transaction are included in a Stock Purchase Agreement dated February 19, 2003 (the “Purchase Agreement”) that has beenwas filed with the U.S. Securities and Exchange Commission (“SEC”). This transaction is also described in our annual report for 2002,2003, which is being sent to Euronet’s stockholders at the same time as these proxy materials, and in other filings we have made with the SEC.

As part of thatthe e-pay acquisition transaction, Mr. Althasen sold 159,219 “B” shares of e-pay (representing 20.62% of the total outstanding e-pay shares) to our companyus and received a total purchase price of 9,821,597 UKU.K. pounds ($15,714,555 at an exchange rate of $1.60 per pound)pound, the rate on the date the transaction was closed), payable in four separate elements:

As part of the e-pay acquisition transaction, Mr. Gardiner sold 85,501 “D” shares of e-pay (representing 11.58% of the total outstanding e-pay shares) to us and received a total purchase price of 5,516,768 U.K. pounds ($8,826,824 at an exchange rate of $1.60 per pound, the rate on the date the transaction was closed), payable in four separate elements:

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In addition, under the Purchase Agreement, we purchased 65,348 “D” shares of e-pay (representing 11.37% of the total outstanding shares of e-pay) from Sefta Trustees Limited, a trust in which Mr. Gardiner is a beneficiary. We paid Sefta Trustees Limited a total of 5,416,560 U.K. pounds ($8,666,496 at an exchange rate of $1.60 per pound, the rate on the date the transaction was closed) for such shares, with 4,288,110 U.K. pounds ($6,860,976) being paid at closing and 1,128,450 U.K. pounds ($1,805,520) being paid in deferred quarterly payments during the year 2003 out of defined cash flows of e-pay.

Exercise of Warrants Issued under Credit Facility AgreementOutstanding Loan to Miro I. Bergman

During 2002,In October of 1999, we made a loan in the amount of $73,000 to Miro I. Bergman, our CEO, Michael Brown, exercised warrants that were originally issued as consideration for providing creditExecutive Vice President. This loan was made under a Credit Facility Agreement executedprogram in June 2000 (the “Credit Agreement”). Under the Credit Agreement, Mr. Brown provided $600,000 of credit. Warrants were issuedwhich Euronet loaned sums to Mr. Brown in consideration of (i) the original execution of the Credit Agreement, (ii) the draw down of funds under the Credit Agreement and (iii) two extensions of the term of the Credit Agreement. Under the Credit Agreement, the exercise price of the warrants was 90% of a 20-day average price ofcertain employees to purchase our Common Stock on the Nasdaq National Marketopen market (the “Average Price”“Loan Agreement Program”), provided that. Mr. Bergman used the price of the warrants could be no less than the full trading priceproceeds to purchase 22,194 shares of our Common Stock on Nasdaq as ofStock. These shares have been pledged to secure the date of the agreement providing for grant of the warrants, with the amount of

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the discount that would have resulted from the application of the Average Price being paid to Mr. Brown in cash. Under this Agreement, Mr. Brown was issued an aggregate of 69,000 warrants with the following exercise prices: 15,000 warrants at $4.12; 15,000 warrants at $8.25; 15,000 warrants at $9.00; and 24,000 warrants at $7.05. All loans made under the Credit Agreement were repaid on March 21, 2002. Mr. Brown exercised all of the warrants issued to him on April 25, 2002.

Repayment of Loans to Executives

In December 2002, two loans that had been outstanding to Mr. Newman, Executive Vice President and General Counsel, and Mr. Henry, President and COO, respectively, were repaid using bonuses paid to these executives by Euronet. The loan to Mr. Newman was originally made in October 1998 in the amount of $35,000 and the loan to Mr. Henry was originally made in November 1997 in the amount of $49,500. The bonuses paid to these executives are included in the compensation reported as having been paid in these proxy materials under the Section entitled “Executive Compensation.”

Outstanding Loans to Executives

We have made loans in the amount of $73,000 and $47,500, respectively, to Mr. Bergman, our Executive Vice President and Mr. Newman, our Executive Vice President and General Counsel, underloan. This is a Loan Agreement Program implemented in October 1999 pursuant to which Euronet loaned sums to Mr. Newman and Mr. Bergman in order to purchase shares of Common Stock on the open market. These are non-recourse, non-interest bearing loansloan with a maturity date of July 30, 2004. Mr. Bergman and Mr. Newman have used the proceeds to purchase 22,194 and 14,451 shares, respectively, of our Common Stock that have been pledged to secure the loans. These loans are currently outstanding.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, based solely on a review of copies of reports available to us, during 2002,2003, our directors, officers and beneficial owners of greater than 10% beneficial ownersof our Common Stock complied with all applicable Section 16(a) filing requirements during the year 2002,2003, except that (i) a Form 34 relating to the appointmentsale of Dr. Andrzej Olechowskishares by Mr. Michael J. Brown, Chief Executive Officer, on October 29, 2003 was filed late on November 4, 2003, (ii) a Form 4 relating to a sale of shares by Mr. Miro I. Bergman, Executive Vice President, on November 26, 2003 was filed late on December 1, 2003, and (iii) Form 4’s relating to the conversion of debt into equity of Euronet which were required to be filed by December 30, 2003 by each of Mr. Paul S. Althasen, Executive Vice President and Director, and Mr. John A. Gardiner, Executive Vice President, were filed late on February 18, 2004. Messrs. Althasen and Gardiner previously reported beneficially owning these shares on Form 3s filed in connection with our acquisition of e-pay, as a director, which should have been filedthe conversion option was exercisable within 1060 days of Dr. Olechowski’s appointment as a director on May 8, 2002 was filed on September 27, 2002.such acquisition.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held fiveseven meetings (including onefour telephonic meeting)meetings) during 2002.2003. Each director attended at least 75% of the aggregate of the total number of meetings of the Board held (during the period for which he or she was a director) and the total number of meetings held by all Board committees on which he or she served (during the periods for which he or she was a member).

The Board has established an Audit Committee, a standing AuditCompensation Committee and a standing CompensationNominating & Corporate Governance Committee. The Board does not have a standing nominating committee.

Audit Committee

The Audit Committee of the Board met fourthree times in 2002. The2003. In addition, some or all of our Audit Committee has oversight responsibilitiesmembers reviewed each quarterly report on Form 10-Q prior to filing such report with respect to our financial audit and reporting process, system of internal controls and processes for monitoring compliance with law.the SEC during the fiscal year 2003. The Committee is also responsible for maintaining open communication among the Committee, management and our outside auditors. However, the Committee is not responsible for conducting audits, preparing financial statements, or assuring the accuracy of financial statements or filings, all of which is the responsibility of management and the outside auditors.

Thomas A. McDonnell, M. Jeannine Strandjord and Eriberto Scocimarafollowing four directors are the current members of the Audit Committee. Dr. Andrzej Olechowski was a member but resigned from the Audit Committee on September

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12, 2002, while remaining on the Board. Each memberCommittee: M. Jeannine Strandjord, Chair, Thomas A. McDonnell, Eriberto R. Scocimara and Andrew B. Schmitt. The functions of the Audit Committee duringare described under the year 2002 was,“Report of the Audit Committee” below. The Audit Committee operates under a written charter (attached as Appendix A) adopted by the Board of Directors. The Board of Directors has determined that each of the Audit Committee members are independent, as that term is defined under the enhanced independence standards for audit committee members in the Securities Exchange Act of 1934 and each current member is, “independent” underrules thereunder, as amended, as incorporated into the listing standards of the Nasdaq National Market.

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The Audit Committee performs its oversight functions and responsibilities pursuant to a written charter adopted by our Board.

ReportBoard of Directors has determined that all of the members of the Audit Committee

The Audit Committee has reviewed and discussed with our management Euronet’s audited are “audit committee financial statements for the fiscal year ended December 31, 2002. The Audit Committee has also discussed with KPMG Polska Sp. zo.o (“KPMG”), our independent auditors, all matters required by generally accepted auditing standards to be discussed, including the matters required to be discussed by Statement on Accounting Standards No. 61,experts” as amended, “Communications with Audit Committees.” The Audit Committee has received the written disclosures and the letter from KPMG required by Independence Standards Board Standard No. 1 and has discussed with KPMG its independence.

Based on this review and these discussions, and consistent with the Audit Committee’s roles and responsibilities described above andthat term is defined in the Committee’s charter,rules promulgated by the Audit Committee recommendedSecurities and Exchange Commission pursuant to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 for filing with the SEC.

Audit Committee

Thomas A. McDonnell

M. Jeannine Strandjord

Eriberto ScocimaraSarbanes-Oxley Act of 2002.

Compensation Committee

The Compensation Committee, which is comprised solely of our independent directors, met oncefour times in 20022003 to review and approve the compensation levels of our executives. In addition,The purpose of the full Board dealt with staffing and executive compensation matters throughout the year, with the management board members recusing themselves with respect to decisions regarding management compensation. The Compensation Committee makesis to make determinations and recommendations to the Board with respect to salaries and bonuses payable to our Chief Executive Officer and senior executive officers. Thomas A. McDonnell, Chair, M. Jeannine Strandjord, Dr. Andrzej Olechowski and Eriberto R. Scocimara are the current members of the Compensation Committee.

The Compensation Committee performs its functions and responsibilities pursuant to a written charter adopted by our Board in September 2002.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is composed of Messrs. McDonnell, Scocimara and Olechowski, and Ms. Strandjord. All of the members of the Compensation Committee during 2002 were independent directors and none of them were employees or former employees of Euronet. During 2002,2003, no Euronet executive officer served on the compensation committee (or equivalent), or the board of directors of another entity whose executive officer(s) served on Euronet’s Compensation Committee or Board of Directors. No member of the Compensation Committee had relationships, or engaged in transactions, with Euronet during 20022003 of the type required to be disclosed under the caption “Certain Relationships and Related Transactions.”

The Compensation Committee performs its functions and responsibilities pursuant to a written charter adopted by our Board in September 2002.

Nominating & Corporate Governance Committee

Generally. The Nominating & Corporate Governance Committee was established in November 2003 and did not meet during the year. The purpose of the Committee is to, among other things, oversee the corporate governance of Euronet and identify, screen and recommend directors candidates, including current directors, for nomination by the Board of Directors. Thomas A. McDonnell, M. Jeannine Strandjord, Dr. Andrzej Olechowski and Andrew B. Schmitt are the current members of the Nominating & Corporate Governance Committee. All members of the Nominating & Corporate Governance Committee are independent as defined under the general independence standards of the listing standards of the Nasdaq National Market in accordance with our Corporate Governance Guidelines and the applicable listing standards. No member of the Nominating & Corporate Governance Committee had relationships, or engaged in transactions, with Euronet during 2003 of the type required to be disclosed under the caption “Certain Relationships and Related Transactions.”

Nomination Process. The Nominating & Corporate Governance Committee performs the functions of a nominating committee. The Nominating & Corporate Governance Committee’s Charter describes the Committee’s responsibilities, including developing corporate governance guidelines and seeking, screening and recommending director candidates for nomination by the Board of Directors. Euronet’s Corporate Governance Guidelines contain information regarding the selection, qualification and criteria for director nominees and the composition of the Board. Both documents are published on Euronet’s Internet website athttp://www.euronetworldwide.com/investors/index.asp under the Corporate Governance menu. The Nominating & Corporate Governance Committee evaluates all director candidates in accordance with the director qualification standards described in the Corporate Governance Guidelines.

The Nominating & Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. As determining the specific qualifications or criteria against which to evaluate the fitness or eligibility of potential director candidates is necessarily dynamic and an evolving process, the Board believes that it is not always in the best interests of Euronet or its stockholders to attempt to create an exhaustive list of such qualifications or criteria. Appropriate flexibility is needed to evaluate all relevant facts and circumstances in context of the needs of the Board and Euronet at a particular point in time. Accordingly, Nominating & Corporate Governance Committee reserves the right to consider those factors as it deems relevant and

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appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. In determining whether to recommend a director for re-election, the Nominating & Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

As general guidelines, members of the Board and candidates for nomination to the Board shall be persons with appropriate educational background and training and who:

In addition, nominees and new directors (a) who serve as a member of Euronet’s Audit Committee are not permitted to serve on the audit committee of more than two other boards of public companies, (b) who serve as chief executive officers or in equivalent positions are not permitted to serve on more than two boards of public companies in addition to the Board, and (c) generally are not permitted to serve on more than four other boards of public companies in addition to the Board. As described under “Proposal 1—Election of Directors—Other Directors”, certain current directors serve on more than four other boards of public companies. These directors will continue to be permitted to serve on the Board unless the full Board determines that doing so would impair the director’s service on the Board. The Board values the contributions of directors whose years of service have given them insight into the Company and its operations and believes term limits are not necessary. Directors shall not be nominated for election to the Board after their 73rd birthday, although the full Board may nominate candidates over 73 for special circumstances.

Director Candidate Recommendations and Nominations By Stockholders. The Nominating & Corporate Governance Committee’s Charter provides that the Nominating & Corporate Governance Committee will consider director candidate recommendations by stockholders. Stockholders should submit any such recommendations for the Nominating & Corporate Governance Committee through the method described under “Stockholder Proposals for the 2005 Annual Meeting” below. In addition, in accordance with Euronet’s Bylaws, any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to the Board of Directors if such stockholder complies with the notice procedures set forth in the Bylaws and summarized in “Stockholders’ Proposals” below.

Sources For New Nominees. Andrew B. Schmitt was appointed to serve as director in September 2003 and is running for election as a director for the first time. He was recommended as a director by Thomas A. McDonnell, one of our independent directors.

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Communications With The Board of Directors

The Board has approved unanimously a formal policy for stockholders to send communications to the Board or its individual members. Stockholders can send communications to the Board and specified individual directors by mailing a letter to the attention of the Board or a specific director (c/o the General Counsel) at Euronet Worldwide, Inc., 4601 College Blvd., Suite 300, Leawood, Kansas 66211.

Upon receipt of a communication for the Board or an individual director, the General Counsel shall promptly forward any such communication to all the members of the Board or the individual director, as appropriate. If a communication to an individual director deals with a matter regarding Euronet, the General Counsel shall forward the communication to the entire Board, as well as the individual directors. Neither the Board nor a specific director is required to respond to a shareholder communication and when responding shall do so only in compliance with the Corporate Governance Guidelines.

Director Attendance At Annual Meeting

Euronet has a policy encouraging the directors to attend the annual meeting of shareholders.

Compensation of Directors

We payDuring 2003, we paid each director a fee of $3,000 for each Board meeting attended in person, $1,000 for each telephonic Board meeting attended and $1,000 for participation in a committee meeting. Commencing in 2004, we will pay each director a fixed annual fee of $30,000 for membership on the Board and the committees of which he/she is a member. The Audit Committee meeting.Chair will receive an additional $3,000 annual fee. In addition, we grant each director an option to purchase 10,000 shares of our Common Stock upon appointment to the Board and an option to purchase 10,000 shares for each year of service as a director. These options have a three-year vesting period and an exercise price that is equal to the closing trading price of our Common Stock on the Nasdaq National Market on the date of the grant. We also reimburse directors for out-of-pocket expenses incurred in connection with the directors’ attendance at meetings.all Board and committee meetings, as well as the annual meetings of stockholders.

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EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the compensation awarded or paid by us to our Chief Executive Officer and to the four other most highly compensated of our executive officers whose total annual salary and bonus equaled or exceeded $100,000 during the year ended December 31, 20022003 (the “Named Executive Officers”) for the periods indicated:

Summary Compensation Table

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Option Grants in Last Fiscal Year

The following table provides certain information concerning options granted to our Named Executive Officers during the year ended December 31, 2002.2003. All the options described below were granted under either the 1998 Euronet Stock Option Plan or the 2002 Stock Incentive Plan.

Individual Grants

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Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth certain information concerning options exercised by the Named Executive Officers during the year ended December 31, 20022003 and options held by such individuals at December 31, 2002.2003.

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Employment Agreements

Messrs. Brown, Henry, Bergman, Jerome, Weller and Newman are executive officers and employees of Euronet and have employment agreements that have substantially the same terms except in respect to the levels of compensation and the provision of certain expatriate benefits to Mr. Brown serves as our Chief Executive OfficerBergman and ChairmanMr. Newman. These agreements were entered into in October 2003 and provide for base salaries of the Board pursuant to an$375,000 for Mr. Brown; $290,000 for Mr. Henry; $210,000 for Mr. Bergman; $200,000 for Mr. Jerome; $226,100 for Mr. Weller and $221,500 for Mr. Newman. The employment agreement dated December 17, 1996. The term of this agreement expired on December 17, 2001, but it was automatically renewed onagreements have indefinite terms and provide that date for an additional period of two years, until December 17, 2003. Under the terms of his agreement, Mr. Brown’s salary for 1997 was $100,000, subject to annual review and adjustmentsthey may be terminated by the Board. His salary was increased to $200,000 per year effective July 1, 1998employee at any time upon 60 days’ notice and remained at that level until September 2000, when Mr. Brown volunteered to reduce his salary. His salary was restored to its full amount as of October 1, 2001. We reimburse Mr. Brown for all reasonable and proper business expenses incurred by him in the performance of his duties under the agreement. The terms of the agreement also provide that Mr. Brown willEuronet with or without cause. They may be entitled to fringe benefits and perquisites comparable to those provided to any or all of our senior officers. If we terminate Mr. Brown’s employment for certain reasons, including serious misconduct, dishonesty or breach of the agreement (referred to in the agreement as “Cause”), or if Mr. Brown voluntarily terminates employment with us, he will be entitled to receive all compensation, benefits and reimbursable expenses accrued as of the date of termination. If the agreement is terminated without Cause, then Euronet will be required to pay all compensation and benefits that are due to Mr. Brown under the agreement until the next expiration date of the agreement, which at present is December 2003. If Mr. Brown’s employment with us is terminated by reason of death or disabilityEuronet with cause (as defined in the agreement), he (or his designated beneficiary) will be paid his annual salary at the rate then in effect for an additional one-year period. The agreement includes a provision requiring payment of minimum severance of one year’s salary in the event of dismissal followingagreements) upon 14 days notice. Prior to a “change of control” of Euronet (as defined in the agreement). The agreement also contains certain non-competition, non-solicitation and confidentiality covenants.agreements), they may be terminated by Euronet without cause upon payment of severance payments equal to 24 months’ base salary. In the event of a “change of control,” the term of the agreements become fixed at three years from the date of the “change of control.” Each of the agreements include a restriction on the ability of the employee to compete with Euronet during the severance period, which is two years.

WeMr. Althasen and Mr. Gardiner are Executive Vice Presidents of Euronet and employees of e-pay Limited, Euronet’s U.K. subsidiary. They have employment agreements with e-pay that have substantially the same terms except with respect to salary. These agreements were entered into employmentin February 2003 and provide for base salaries of 135,000 U.K. pounds ($243,000 at an exchange rate of $1.80 per pound) for Mr. Althasen and 140,000 U.K. pounds ($268,200 at an exchange rate of $1.80 per pound) for Mr. Gardiner. The agreements onhave fixed, two-year terms that areexpiring February 19, 2005. Thereafter, they may be terminated by the sameemployee or by e-pay without cause by giving 12 months notice. The agreements may be terminated by e-pay without notice for cause as those of Mr. Brown’s agreement with Messrs. Henry (President and Chief Operating Officer), Newman (Executive Vice President and General Counsel) and Bergman (Executive Vice President).defined in the agreements. These agreements includeprovide for bonus payments of up to 100% of base salary. The amount of the same duration and expiration dates, termination provisions (including those regarding termination with and without Cause), severance pay on “change of control” and non-competition, non-solicitation and confidentiality provisions. The only differences between these agreementsbonus payments is discretionary, and Mr. Brown’s agreement relateAlthasen and Mr. Gardiner are subject to salary, which we describe inEuronet’s overall executive bonus plan, as determined by the Summary Compensation Table above.

We do not have an employment agreement with Mr. Jerome.Committee.

Benefit Plans

We provide insurance benefits to our officers and other employees, including health, dental, and life insurance, subject to certain deductibles and copaymentsco-payments by employees.

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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee, which currently consists of four outside directors, administers our executive compensation programs. The Compensation Committee is responsible for establishing policies that govern both annual cash compensation and equity ownership programs.

Overview and Philosophy

Our executive compensation policies have the following objectives:

Our compensation package for executives consists of a base salary, annual bonuses based on a combination of corporate and individual performance and stock options, which vest over a period of years.

Determination of Compensation Levels in 20022003

In determining levels of compensation of Euronet executives for 2003, the Compensation Committee took into account the recommendations of an independent outside consultant. The independent consultant performed a

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survey of the compensation levels of executives in similar job categories and levels of responsibility in an industry peer group of companies. The executives of Euronet were grouped into three tiers of responsibility and the Compensation Committee determined a compensation range for each tier or responsibility as well as the specific amount of compensation for each executive. As a general matter, the Compensation Committee determined that compensation levels for Euronet executives should be set at approximately the midpoint of the range of compensation found within the peer group companies for each tier of responsibility.

Base Salary

We setThe independent consultant determined that the initialbase salaries paid to Michael J. Brown, Chief Executive Officer, and Daniel R. Henry, Chief Operating Officer, in 2002 were significantly below the midpoint of the range of compensation paid to executives of equivalent responsibility in the peer group companies. As a result, Mr. Brown’s base salary for executives2003 was increased to $375,000 per year and management-level employees withinMr. Henry’s salary was increased to $290,000, in each case bringing base salary to the midpoint.

The independent consultant concluded that Mr. Bergman’s base salary was at the midpoint of the range of salaries of executive officers with comparable qualifications, experience and responsibilities at other companies in the same or similar businesses and of comparable size and success. Salary determinations upon hiring depend both upon the executive’s salary atCompensation Committee therefore did not make any adjustment to his previous place of employment and upon the individual’s potential value to Euronet as measured by certain subjective non-financial objectives. The non-financial objectives include the individual’s potential and actual contribution to Euronet as a whole, including his or her ability to motivate others, develop the skills necessary to grow as Euronet matures, recognize and pursue new business opportunities and initiate programs to enhance Euronet’s growth and success.salary.

In July 1998, Mr. Brown’s base salary wasMessrs. Althasen and Gardiner became Euronet executives in February 2003 as part of the acquisition of e-pay. Their compensation levels for 2003 were set at $200,000in negotiations regarding that acquisition and, Mr. Henry’s was set at $175,000. Neither salary has been increased since. Base salaries forconsequently, the other Named Executive Officers also remained unchanged during 2002. WithCompensation Committee took no action with respect to the year 2002, the Committee believed it would not be appropriate to increase base salaries due to Euronet’s poor performance during the year.

Commencing October 15, 2000, Mr. Brown voluntarily waived paymentadjustment of his salary entirely until further notice and Mr. Henry reduced his salary by 10%, also until further notice. Starting on October 1, 2001, Mr. Henry and Mr. Brown resumed drawing their full salaries, and they drew their full base salaries during the year 2002.salaries.

Cash Bonus

We pay two types of cash bonuses: (a) those based on overall company performance and (b) those based on individual performance of the executive concerned. In determining whether a bonus formeasuring individual performance, is merited, the Compensation Committee includes an evaluation of the level of compensation as compared tomeasures the level of responsibility of an employee against his base salary and other elements of compensation in order to determine whether overall compensation is sufficient to retain highly qualified individuals.

OurThe independent consultant provided recommended ranges of cash bonus programs sometimes require, for the payment of a bonus in any given year, that Euronet’s financial results continueshould be paid to improve in accordance with defined targets during the year following the year for which a bonus was declared. We awarded significant bonuses in March 2002Euronet executives based on the company’s strong

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performance during 2001, but many of those bonuses were not actually paid because Euronet’s financial performance did not continue to improve during 2002 as required for their payment. Bonuses that were originally grantedpractices in the amountpeer group companies. The ranges are expressed as a percentage of $80,000base salary, and the actual level of payout in each case is determined based upon by achievement of defined personal and overall corporate performance goals. The ranges of percentages of base salary that could potentially be earned were set at 30% to 120% for Mr. Brown and $70,000Mr. Henry, with a target of 60%, and from 25% to 100% for Mr. Henry were reduced to $40,000 and $35,000, respectively, in 2002 for this reason. BonusesBergman, with a target of $52,250 and $20,500 awarded to Messrs. Bergman and Newman were reduced to $39,375 and $15,375 respectively.50%.

BonusesBased on the financial performance of the Euronet for the year 2003, the Compensation Committee granted bonuses of $150,000 to each of Mr. Brown and Mr. Henry, representing 40% and 51%, respectively, of their base salaries. The Compensation Committee granted a bonus of $81,500 for Mr. Bergman, representing 38% of his base salaries.

The bonuses of Messrs. Althasen and Gardiner were determined based on individual performance were paid to Messrs. Bergman, Newmanupon criteria established in their employment agreements at the time of the acquisition of e-pay. Mr. Althasen’s bonus for the year 2003 was $192,963 and JeromeMr. Gardiner’s was $201,936, in the amountseach case representing 82% of $50,000, $31,812 and $43,897, respectively.base salary.

Stock Option Programs

Our stock option plans are designed to promote a convergence of long-term interests between our employees and our stockholders and to assist in the retention of executives. During 2002,2003, all option grants that were proposed by management andwere approved by the Board. All such option grants were made under stockholder approved stock option plans.

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The initial grant of options to an executive is designed to be competitive with those of comparable companies for the level of job the executive holds and to motivate the employee to contribute to an increase in our stock price over time. We make additional grants periodically to reflect an executive’s ongoing contributions to our success, to create an incentive to remain with us and to provide a long-term incentive to achieve or exceed our financial goals.

Executives realize gains only if the stock price increases over the exercise price of their options and they exercise their options. Under the general terms of our stock option plans, options are to be granted at an option price equal to the fair market value of theour Common Stock on the date of grant. Stock options granted to key employees generally vest over a five-year period in order to encourage key employeessuch individuals to remain with Euronet, but during 20022003 Euronet also granted 10,000 “target vest” options.options to Mr. Henry. Target vest options vest immediately in the event our companyEuronet achieves certain financial targets for a given period, defined by reference to our operating income or loss.period. If the defined financial targets are not met, these options only vest after seven years of continued employment with Euronet.

In addition, in 2002, we adopted a new type of option, referred to as “matching grant” option, which is tied to the continued ownership by the executive of shares of Common Stock. Under our matching grant program, one option is granted for each share of Common Stock purchased by an executive after a defined date. The exercise price of the options is the closing stock price on the date of the grant. The options vest three years after the date of grant provided the executive has continued to hold the underlying shares purchased. If the executive sells the shares, the option will vest only after seven years of continued employment. The Committee believes that this program encourages executives to hold Common Stock and thereby reinforces the alignment of interests between the management and stockholders.

The table summarizing individual grants of options in these proxy materials indicates the number of options granted to the named executives during 2002. We granted a higher number2003. The levels of awards of options to our executives this year thanwere low in previous years, but2003 in view of significant increases in base salary and the bulk of the options grantedbonuses paid to Messrs. Brown, Henry and Newman (120,000, 110,000Bergman and 40,000 options, respectively) were matching grant options. The Committee believesthe Compensation Committee’s determination that these options have greater retentive value. Alltheir option holdings in Euronet’s stock are sufficient to provide an appropriate performance incentive and alignment of their interests with those of the otherstockholders. Messrs. Althasen and Gardiner did not receive awards of options granted to Messrs. Brown and Henry were target vest options. The remaining options granted to Mr. Newman, andbecause they received significant equity ownership in Euronet under the options granted to Messrs. Bergman and Jerome, were a combinationterms of target vest and five year options.our acquisition of e-pay in February 2003.

Benefits

Our executive officers are entitled to receive medical insurance benefits and may participate in our 401(k) plan. WeFor 401(k) participants, we match 50% of participant deferrals on the first 6% of employee deferrals, provided the participant’s deferral is a minimum ofat least 4% of salary. The amounts matched vest over 5 years.

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All of our employees are entitled to participate in an Employee Stock Purchase PlanPlans (the “ESPP”“ESPPs”) establishedadopted in June 2001. This plan,2001 and 2003. These plans, which hashave been established in accordance with certain federal income tax rules set forth in Section 423 of the Internal Revenue Code, permitspermit employees to purchase stock from us at a price that is equal to 85% of the lower of the trading price on the opening or the closing (at the employee’s option) of certain three-month “offering periods.”

The amount of perquisites, as determined in accordance with the rules of the SEC relating to executive compensation, did not exceed 10% of salary and bonus for 20022003 for any of the Named Executive Officers except Messrs. Bergman and Newman.Mr. Bergman.

Conclusion

Through our programs, a significant portion of our executive compensation is linked directly to individual and company performance in furtherance of strategic goals, as well as stock price appreciation. The Compensation Committee intends to continue the policy of linking executive compensation to company performance and stockholder return.

Compensation Committee

Thomas A. McDonnell, Chair

Eriberto R. Scocimara

M. Jeannine Strandjord

Dr. Andrzej Olechowski

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AUDIT MATTERS

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Report of the Audit Committee

The Audit Committee oversees Euronet’s financial reporting process on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements for fiscal year 2003 with management and discussed the quality of the accounting principles, the reasonableness of judgments and the clarity of disclosures in the financial statements. In addition, the Audit Committee has discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees.”

The Audit Committee has received from the independent accountants written disclosures and a letter concerning their independence from Euronet, as required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees.” These disclosures have been reviewed by the Audit Committee and discussed with the independent accountants.

Based on these reviews and discussions, the Audit Committee has recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2003 for filing with the Securities and Exchange Commission.

M. Jeannine Strandjord, Chair

Thomas A. McDonnell

Andrew B. Schmitt

Eriberto R. Scocimara

Fees Paid To KPMG LLP

During the fiscal year ended December 31, 2003, Euronet engaged KPMG LLP, as independent auditors principally to perform the annual audit and to render other services. The following table lists fees paid to KPMG, for services rendered in fiscal years 2002 and 2003. Certain amounts for fiscal year 2002 have been reclassified to conform to the fiscal year 2003 presentation requirements.

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The Audit Committee has concluded the provision of the non-audit services listed above as “Audit-Related Fees,” “Tax Fees” and “All Other Fees” is compatible with maintaining the auditors’ independence.

The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent auditor. These procedures include reviewing a budget certain for audit and permitted non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. Audit Committee pre-approval is required to exceed the budget amount for a particular category of non-audit services and to engage the independent auditor for any non-audit services not included in the budget. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee also considers whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with Euronet’s business, people, culture, accounting systems, risk profile, and whether the services enhance Euronet’s ability to manage or control risks and improve audit quality. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent auditors to ensure that such services are within the parameters approved by the Audit Committee.

Appointment of KPMG for the Year 2004

The Audit Committee has appointed KPMG to serve as independent accountants to audit the consolidated financial statements of Euronet as of and for the year ended December 31, 2004. Although the Audit Committee has selected KPMG, it nonetheless may, in its discretion, retain another independent accounting firm at any time during the year if it concludes that such change would be in the best interest of Euronet and its stockholders. Representatives of KPMG will be present at the Annual Meeting. They will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions.

Performance Graph

Set forth on the next page is a line graph comparing the total cumulative return on the Common Stock from December 31, 1998 through December 31, 2003 with the Center for Research in Security Prices (“CRSP”) Total Returns Index for U.S. companies traded on the Nasdaq Stock Market (the “Market Group”) and an index group of peer companies, the CRSP Total Returns Index for U.S. Nasdaq Financial Stocks (the “Peer Group”). The companies in each of the Market Group and the Peer Group were weighted by market capitalization. Returns are based on monthly changes in price and assume reinvested dividends. These calculations assume the value of an investment in the Common Stock, the Market Group and the Peer Group was $100 on January 1, 1999. Our Common Stock is traded on the Nasdaq National Market under the symbol EEFT.

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PROPOSAL 2

APPROVAL OF THE EURONET WORLDWIDE, INC.AN AMENDMENT TO 2002 STOCK INCENTIVE PLAN ALLOCATING AN ADDITIONAL ONE MILLION FIVE HUNDRED THOUSAND SHARES OF

2003 EMPLOYEECOMMON STOCK PURCHASEFOR DISTRIBUTION UNDER SUCH PLAN

TheGeneral

On May 28, 2002, our stockholders approved the Euronet Worldwide, Inc. 2003 Employee2002 Stock PurchaseIncentive Plan (the “Purchase Plan”“Plan”) wasas adopted by the Board of Directors on January 9, 2003March 25, 2002. The Plan currently reserves 2 million shares of our Common Stock for Awards granted pursuant to become effective February 1, 2003, (subjectthe Plan. On March 26, 2004, the Board approved an amendment to stockholder approval) upon expiration of the reservePlan to increase the number of shares available under it by 1.5 million shares of our Common Stock (the “Amended Plan”).

In addition to the Plan, we sponsor two other option plans and two stock purchase plans for Euronet’s employees. The two other plans, adopted in 1996 and 1998, provided for the grant of options to purchase 2.4 million and 2 million shares, respectively. The stock purchase plans allow for grants of a total of 1 million shares of our Common Stock. Approximately 32,000 shares in the aggregate remain eligible to be issued under the Company’s prior employee stock purchase plan.

The Purchase Plan will allow eligible employees of Euronet1996 and its designated affiliates to purchase, through payroll deductions, up to 500,0001998 option plans and 420,243 shares of Common Stock. The Purchase Plan is designed to retain and motivate the employees of Euronet and its designated affiliates by encouraging them to acquire ownership in Euronet.

The Purchase Plan is intendedStock remain eligible to be an “employeeissued under our stock purchase plan” within the meaning of Section 423 of the United States Internal Revenue Code, as amended (“Section 423”), which allows an employee to defer recognition of taxes when purchasing common shares under such a purchase plan. Approval by Euronet stockholders is required for us to be in compliance with the Internal Revenue Code. The Purchase Plan also permits us to adopt sub-plans for Subsidiary Companies or locations that are designed to be outside of the scope of Section 423 (“Nonqualified Sub-plans”), with all purchases being outside Section 423 if the Purchase Plan does not receive stockholder approval at this Annual Meeting.plans.

The following summary of the PurchaseAmended Plan is qualified in its entirety by the specific language of the PurchaseAmended Plan. A copy of the PurchaseAmended Plan marked to show the changes to the Plan if approved by stockholders of Euronet is attached as an exhibitAppendix B to this proxy statement and is available at our address indicated in the header to these proxy materials.

Offering Periods and Purchase DatesPurpose of the Amended Plan

Under the Purchase Plan, four quarterly annual offerings (or such other number as is determined by a Committee established by the Board to administer the Purchase Plan) (each, an “Offering”)The purpose of the Common

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Stock will be made each year. Generally, each OfferingAmended Plan is to promote our long-term growth and profitability by providing our eligible and prospective directors, officers, employees and consultants with incentives to improve stockholder value and thereby to attract, retain and motivate the best available persons for positions of three months duration beginning January 1, April 1, July 1, and October 1 of each year. However, the first Offering began on February 1, 2003 and ended on March 31, 2003.substantial responsibility.

ParticipationDescription of the Amended Plan

Eligible employeesEffective Date. The Plan originally became effective on March 25, 2002. If approved by stockholders, the Amended Plan will become effective on May 24, 2004 (the “Effective Date”).

Administration. The Amended Plan is administered by the Compensation Committee (the “Committee”). The Board may electact in lieu of the Committee on any matter within its discretion or authority, and may eliminate the Committee, or remove any Committee member, at any time in its discretion. The Committee has broad discretionary authority to participate inadminister the Amended Plan, to make and modify Awards (which are defined below) and document Awards, to prescribe rules and regulations relating to the Amended Plan, and to interpret the terms of the Amended Plan and any Award agreements. In addition, the Amended Plan authorizes the Board from time to time to authorize one or more of our officers to grant Options (which are defined below) to our officers and employees or those of our subsidiaries, and to determine the Offerings by electing payroll deductions duringnumber of Options to be granted to these officers and employees. However, no officer is permitted to grant an Option either to himself or herself, or to any officer or employee who is a reporting person for purposes of Securities and Exchange Commission Rule 16.

Types of Awards. Under the Offering. The amountAmended Plan, the Committee has discretionary authority to grant stock options (“Options”), stock appreciation rights (“SARs”), restricted stock awards (“Restricted Shares”), deferred share awards (“Deferred Shares”) and phantom rights (“Phantom Rights”) (collectively, “Awards”) to any employee, independent contractor or non-employee director of Euronet as the Committee shall designate. As of the payroll deductions must be at least $20 per monthRecord

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Date, we, including our subsidiaries, had 548 officers and cannot exceed $21,500 in any calendar year. Eligible employees participating in Nonqualified Sub-plans may also be permitted to make fixed-dollar contributions to the Purchase Plan. As of April 1, 2003, Euronet had approximately 469 employeesand 5 non-employee directors who were reasonably regarded as being eligible to participate in the Purchase Plan, and approximately 191 employees participating in the PurchaseAmended Plan.

Beginning February 1, 2003,Shares Available for Grants. If the stockholders approve this proposal, the Amended Plan will reserve 3.5 million shares of our Common Stock for Awards granted pursuant to the Amended Plan, subject to certain adjustments upon an event such as a stock split, reverse stock split, stock dividend, combination or reclassification of Common Stock, or any other similar event.

Agreements Evidencing Awards; Stockholder Rights. Each Award granted under the Amended Plan (except an Award of unrestricted stock) will be evidenced by a written Award agreement, which will contain provisions as the Committee in its discretion deems necessary or desirable.

Options; Exercise Price; Term. Options may be either incentive stock options (“ISOs”) having terms required under Section 422 of the Internal Revenue Code, or Options that are not ISOs (“NQSOs”). The Committee may grant Options sequentially in one resolution for a series of future grants. The exercise price as to any ISO may not be less than 100% of the Fair Market Value (as defined under the Amended Plan) of the optioned shares on the date of grant and 110% in the case of an employee who owns more than 10% of the outstanding Common Stock on the date of receiving an ISO grant. The per-share exercise price for each NQSO grant shall also not be less than the Fair Market Value of the optioned shares on the date of the grant.

Vesting. Unless an Award agreement provides otherwise: (i) an independent contractor may immediately exercise any Option, and (ii) any other Option will become exercisable at the rate of 20% per year of the participant’s service after the grant date. If the Committee exercises this discretion, each participant whose Options are cancelled will receive an amount that is not less than the product of (i) the number of shares that the participant had the vested right to purchase through exercise of the Option immediately before its cancellation, (ii) 25% of the Fair Market Value per share on the date cancelled, and (iii) the ratio of such Fair Market Value to the cancelled Option’s exercise price per share.

Dividend Equivalent Rights and Reload Grants. The Committee may award dividend equivalent rights entitling the recipient of an Option to receive amounts equal to the ordinary dividends that would be paid on shares, subject to an unexercised Award as if such shares were currently outstanding. The Committee will determine the method of any payment and the terms and conditions of any dividend equivalent rights granted. In addition, the Committee may include in any Option Award a provision under which a participant who exercises the Option (in whole or in part) through the surrender of shares held for at least six months will receive a new Option (the “Reload Option”) to purchase an equivalent number of shares at their Fair Market Value on the grant date of the Reload Option.

SARs. SARs may be granted in connection with an Option or independently as determined by the Committee. The pricing restrictions in the Amended Plan applicable to Options also apply to the exercise price of SARs. Upon the exercise of an Option in connection with which a SAR has been granted, the number of shares that the Option is exercised for shall reduce the number of shares subject to the SAR. Unless the Committee determines otherwise, upon exercise of a SAR and the surrender of the exercisable portion of any related Award, the participant will be entitled to receive payment of an amount equal to the excess of (a) the Fair Market Value of a share on the date of exercise of the SAR over (b) the exercise price of this right as set forth in the Award agreement (or over the Option exercise price if the SAR is granted in connection with an Option), multiplied by (c) the number of shares with respect to which the SAR is exercised.

Effect of Termination of Service. The Committee has broad discretion to determine the effect of a termination of continuous service, with the Amended Plan requiring as follows unless the Committee determines otherwise: an Option or SAR may be exercised at any time during an employee’s continuous service with Euronet or within 60 days thereafter unless (a) the Committee determines that the employee’s continuous service terminates due to “cause” as defined in the Amended Plan, in which case the participant’s Option or SAR will

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lapse immediately and the participant must return any dividend equivalent rights granted by us, and (b) an employee dies, in which case the Option or SAR remains exercisable for 90 days following the employee’s death. In addition, no Option or SAR may be exercisable after expiration of its term or to a greater extent than the employee was entitled to exercise it when the employee’s continuous service terminated. In the event a director or independent consultant terminates his directorate or service for any reason other than death, all Options and SARs then exercisable shall be exercisable for the remainder of their terms, subject to the terms of any Award agreement, subject to immediate forfeiture if a directorate is terminated for cause, and subject to expiration 90 days after a director’s death. If an outside consultant dies, the consultant’s estate may exercise any Options during their remaining term.

Restricted Share Awards. The Committee may grant Restricted Share Awards that vest based on future conditions, and may include a purchase price if the Committee desires. The participant will receive a certificate or certificates for the appropriate number of shares after exercising the Restricted Share Award.

Deferred Share Awards. The Committee may make discretionary Deferred Share Awards to select eligible persons subject to the terms of the Amended Plan. At the end of each calendar year, or other periods approved by the Committee, the Committee will credit the participant’s account with a number of Deferred Shares having a Fair Market Value on that date equal to the compensation deferred during the year, and any cash dividends paid during the year on Deferred Shares previously credited to the participant’s account. A participant may receive immediate distribution of all or a portion of his or her Deferred Shares on account of hardship (as defined in the Amended Plan). Fractional shares will not purchase more than 3,000be distributed, but will be paid out in cash.

In all cases, we will generally distribute the Common Stock associated with a Deferred Share Award over the five-year period after the Award holder terminates service, subject to the holder’s right to elect a different payout term and commencement date. Any distribution of Common Stock will include dividends that accrued after the date of the Deferred Share Award (with cash dividends being converted into Deferred Shares at the end of each fiscal year).

Phantom Rights. The Committee may make discretionary Phantom Rights Awards with respect to Common Stock, may select eligible persons for these Awards, and may establish the terms and conditions under which Phantom Rights vest and are cashed out.

Conditions on Issuance of Shares. The Committee has the discretionary authority to impose restrictions on shares of Common Stock during an Offering (subjectissued pursuant to the Amended Plan Representative’s discretionas it may deem appropriate or desirable, including the authority to change this limit for future Offerings).impose a right of first refusal and to establish repurchase rights.

PriceEffect of Certain Transactions. Upon the later of (i) a change in corporate control or the execution of an agreement to effect an “Accelerating Event” (within the meaning of the Amended Plan) and (ii) a participant’s termination of service either involuntarily or for good reason (within the meaning of the Amended Plan), all of the participant’s Options and SARs will become fully exercisable, all other Awards will become fully vested, and the Committee may permit the participant to cancel outstanding Awards in exchange for a cash payment equal to the value of the cancelled Award.

The price per shareDuration of the Common Stock sold underAmended Plan and Grants. The Amended Plan prohibits the Purchase Plangranting of Awards more than 10 years after its Effective Date. Each Award agreement for Options and SARs will set forth the periods during an Offeringwhich they will be 85% ofexercisable. The maximum term for an ISO (and a SAR granted in tandem with an ISO) may not exceed 10 years (five years if the closing priceparticipant owns more than 10% of the Common Stock on the date of grant).

Modification of Awards. The Committee may modify an Award as long as the modification to the Award does not materially reduce the participant’s rights or materially increase the participant’s obligations as determined by the Committee.

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Amendment and Termination of the Amended Plan. The Board may from time to time amend the terms of the Amended Plan and, with respect to any shares at the time not subject to Awards, suspend or terminate the Amended Plan. No amendment, suspension, or termination of the Amended Plan will, without the consent of any affected participant, alter or impair any rights or obligations under any Award previously granted. The listing standards of the Nasdaq National Market require us to obtain stockholders’ approval of material amendments to the Amended Plan.

Financial Effects of Awards. Euronet will receive no monetary consideration for the granting of Awards under the Amended Plan. We will receive no monetary consideration other than the exercise price for shares of Common Stock issued to participants upon the exercise of their Options or the purchase price, if any, paid for Restricted Shares. We will also not receive monetary consideration upon the distribution of Common Stock satisfying Deferred Share or Phantom Rights Awards. Cash proceeds from the issuance of Common Stock pursuant to any Award will be added to our general funds to be used for general corporate purposes.

Under the intrinsic value method that we follow under applicable accounting standards, recognition of compensation expense is not required when Options are granted at an exercise price equal to or exceeding the Fair Market Value of the Common Stock on the lowerdate the Option is granted. Nonetheless, disclosure is required in financial statement footnotes regarding pro forma effects on earnings and earnings per share of (i)recognizing, as a compensation expense, an estimate of the first dayfair value of such Offering and (ii)stock-based awards.

The Financial Accounting Standards Board of Directors has issued an interpretation of existing accounting treatment for stock-based compensation to individuals who do not qualify as employees or directors of Euronet. Among other things, this change requires recognition of compensation expense when Options are awarded to these individuals.

The granting of SARs will require charges to our income based on the last day of such Offering. The amount of stock that may be purchasedthe appreciation, if any, in each Offering is the maximum numberaverage market price of the Common Stock to which the SARs relate over the exercise price of those shares. If the average market price of the Common Stock declines subsequent to a charge against earnings due to estimated appreciation in the Common Stock subject to SARs, the amount of the decline will reverse these prior charges to our income (but not by more than the aggregate of these prior charges).

The granting of Restricted Shares or Deferred Shares will require charges to our income in an amount equal to the Fair Market Value, on the date of the Award, of the shares that may be purchasedof Common Stock credited pursuant to the Award, with payroll deductions that have been made during the Offering.expense generally being spread over any vesting period.

The granting of Phantom Rights will require ongoing charges to our income based on changes in their vested value.

PurchaseDisclosure of StockAwards

A participant’s option to purchase Common StockWe have not yet made any Awards pursuant to the Purchase Plan will be automatically exercised onor the last dayAmended Plan and do not expect to do so before the Amended Plan receives stockholder approval. In addition, the amount of each applicable Offering. Before that date, a participant may terminate his or her participation in the Purchase Plan by providing written notice to the Plan Representative. A participant who terminates his or her participation in the Purchase Plan during an Offering will receive a refund of his or her Purchase Plan contributions and will be suspended from participating in the Purchase Plan for the remainder of the Offering and for the next three Offerings. The three-offering suspension doesany future Awards is not apply to terminations of participation due to hardship under circumstances set forth in the Purchase Plan.

Other than terminating his or her participation in the Purchase Plan altogether, once an Offering begins, a participant may not change how much he or she has elected to contribute to the Purchase Plan during the Offering.determinable at this time.

Eligibility

Any employee who has completed three consecutive months of employment with Euronet or another company that Euronet has approved for participation in the Purchase Plan prior to the commencement of an Offering may participate in an Offering. An employee is ineligible to participate in the Purchase Plan if such employee owns or holds options to purchase or, as a result of participation in the Purchase Plan, would own or hold options to purchase Euronet shares exceeding five per cent or more of the total combined voting power or value of all classes of Euronet stock.

Transferability

Options under the Purchase Plan may not be assigned, transferred, pledged, or otherwise disposed of except by will or in accordance with the laws of descentRecommendation and distribution.

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Employment Termination

If a participant’s employment terminates for any reason, his or her payroll deductions or contributions will be refunded, and the participant will have up to thirty days to transfer stock from the Purchase Plan to himself or herself, a designated beneficiary, or a broker. If the participant’s Common Stock is not so transferred, a stock certificate will be issued and mailed to the participant.

Amendment or Termination of the Purchase PlanVote Required

The Board may at any time amend or terminatehas determined that the Purchaseallocation of additional shares under the Amended Plan except to the extent required under Section 423 of the Code (currently, for example, theis desirable, cost-effective, and produces incentives that will benefit us and our stockholders. The Board is seeking stockholder approval of the stockholders of Euronet is requiredAmended Plan in order to increasesatisfy the number of shares of Common Stock authorized for purchase under the Purchase Plan or change the class of employees eligible to receive options under the Purchase Plan, other than to designate additional affiliates as eligible subsidiary corporations for the Purchase Plan.

Change in Euronet Capital Structure

If there is any change in the shares of Euronet as a result of a merger, consolidation, reorganization, recapitalization, declaration of stock dividends, stock split, combination of shares, exchange of shares, change in corporate structure, or similar event, appropriate adjustments will be made to the class and number of shares that the Purchase Plan may issue, the class and number of shares each participant may purchase, and the class and number of shares and the price per share under each outstanding purchase right.

U.S. Federal Income Tax Consequences

Employees generally have tax consequences associated with participation in the Purchase Plan. In the U.S., no taxable income will be recognized by a participant until the sale or other dispositionrequirements of the sharesInternal Revenue Code for favorable tax treatment of Common Stock acquiredISOs, for an exemption under the Purchase Plan. At that time, a participant generally will recognize ordinary income and capital gains. When the shares are disposed of by a participant two years or more after the beginning of the Offering in which the shares were purchased, he or she will recognize ordinary income equal to the lesser of (i) the excess of the Fair Market Value of the shares on the purchase date over the purchase price (the “Discount”) or (ii) the excess of the Fair Market Value of the shares at disposition over the purchase price. When shares are disposed of after less than two years (in what is known as a “disqualifying disposition”), the participant must recognize ordinary income in the amount of the Discount, even if the disposition is a gift or is at a loss. In the event of a participant’s death while owning shares acquired under the Purchase Plan, ordinary income must be recognized in the year of death as though the shares had been sold.

In the cases discussed above (other than death), the amount of ordinary income recognized by a participant is added to the purchase price paid by the participant, and this amount becomes the tax basis for determining the amount of the capital gain or loss from the disposition of the shares. Additional gain, if any, will be short-term or long-term capital gain depending on whether the holding period is 12 months or less, or more than 12 months.

Net capital gains from the disposition of capital stock held more than 12 months are currently taxed at a maximum federal income tax rate of 20% and net capital gains from the disposition of stock held not more than 12 months is taxed as ordinary income (maximum rate of 38.6%). However, limitations on itemized deductions and the phase-out of personal exemptions may result in effective marginal tax rates higher than 20% for net capital gains and 38.6% for ordinary income.

Euronet is entitled to tax deductions in the U.S. for shares issued under the Purchase Plan only in the event of disqualifying dispositions. For disqualifying dispositions in the U.S., Euronet is allowed a deduction to the extent of the amount of ordinary income includable in gross income by such participant for the taxable year as a

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result of the premature disposition of the shares. The Purchase Plan will not meet the requirements in Section 162(m) of the Internal Revenue Code, and to satisfy the listing requirements of 1986, which means that there will be no deductionsthe Nasdaq National Market for disqualifying dispositions by Euronet’s Chief Executive Officer and four most highly paid other executive officers.national market system securities.

The tax results under tax laws in foreign jurisdictions may differ substantially from those discussed above. All affected individuals should seek advice from their own counsel.Stockholder approval of the Amended Plan requires the affirmative vote of the holders of a majority of the votes cast at the Annual Meeting.

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Equity Compensation Plan Information

The table below sets forth information with respect to shares of Euronet Common Stock that may be issued under our equity compensation plans as of December 31, 2002.2003.

Approval of Proposal

Approval of the PurchaseAmended Plan requires the affirmative vote of holders of a majority of the Common Stock present and represented at the Annual Meeting.

The Board If approved, the issuance of Directors recommends that the stockholders vote “FOR” approvalan additional 1,500,000 shares of the Euronet Worldwide, Inc. 2003 EmployeeCommon Stock Purchase Plan.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Audit Fees

KPMG billed us aggregate fees of $470,013 for the audit of our annual financial statements and for reviews of the financial statements included in our Forms 10-Q, all for the year ended December 31, 2002.

Financial Information Systems Design and Implementation

No fees were billed during 2002 for Financial Information Systems Design and Implementation.

All Other Fees

For 2002, KPMG (which includes all KPMG entities) billed $106,627 in fees for all services other than those described above. These fees included $99,627 for non-audit fees consisting of tax compliance and tax advisory services, and $6,640 relating to other services. The Audit Committee has considered whether the provision of these other services is compatible with maintaining KPMG’s independence and has determined that it is compatible.

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Ratification of Appointment

We employed KPMG to perform the annual audit and to render other services for 2002. Representatives of KPMG willwould be available by telephone conference at the Annual Meeting to answer questions and discuss any matter pertaining to the report of Independent Public Accountants containedreflected in the 2002 Annual Report to Stockholders, which is being sent to Euronet’s stockholders at the same time as this proxy statement. Representatives of KPMG will have the opportunity to make a statement, if they desire to do so.

Approval of Proposal

The ratification of the appointment of KPMG as our auditors for 2003 will require the affirmative vote of holders of a majority of our shares outstanding on the Record Date.totals in column (c) above.

The Board recommends that the stockholders vote “FOR” the ratificationadditional allocation of the appointment1.5 million shares of KPMG as Euronet’s independent auditors for the fiscal year ending December 31, 2003.

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PERFORMANCE GRAPH

Set forth below is a line graph comparing the total cumulative return on the Common Stock from January 1, 1998 through December 31,to the Euronet Worldwide, Inc. 2002 with the Center for Research in Security Prices (“CRSP”) Total Returns Index for U.S. companies traded on the Nasdaq Stock Market (the “Market Group”) and an index group of peer companies, the CRSP Total Returns Index for U.S. Nasdaq Financial Stocks (the “Peer Group”). The companies in each of the Market Group and the Peer Group were weighted by market capitalization. Returns are based on monthly changes in price and assume reinvested dividends. These calculations assume the value of an investment in the Common Stock, the Market Group and the Peer Group was $100 on January 1, 1998. Our Common Stock is traded on the Nasdaq National Market under the symbol EEFT.

Incentive Plan.

Notes

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OTHER MATTERS

The Board knows of no other business which may come before the Annual Meeting. If, however, any other matters are properly presented to the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their judgment on such matters.

STOCKHOLDER PROPOSALS FOR THE 2005 ANNUAL MEETING

Stockholder Proposals

Proposals of stockholders intended to be presented at the 2005 Annual Meeting scheduled to be held on May 20, 2005, must be received by the Secretary of Euronet at 4601 College Boulevard, Suite 300, Leawood, Kansas 66211 by December 21, 2004 for inclusion in Euronet’s proxy statement and proxy relating to that meeting. Upon receipt of any such proposal, Euronet will determine whether or not to include such proposal in the proxy statement and proxy in accordance with regulations governing the solicitation of proxies.

Stockholder Nominees

In order for a stockholder to propose a candidate for Director, notice of the nomination must be received by the Secretary of Euronet by December 21, 2004. To be considered, the proposal must include the following information: (a) as to each nominee whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of our Common Stock that are beneficially owned by the nominee, and (iv) any other information concerning the nominee that would be required, under the rules of the SEC, in a proxy statement soliciting proxies for the election of such nominee; (b) as to the stockholder giving the notice, (i) the name and address of the stockholder, and (ii) the class and number of shares of our Common Stock that are beneficially owned by the stockholder and the name and address of record under which such stock is held; and (c) the signed consent of the nominee to serve as a director if elected.

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Other Matters

In order for a stockholder to bring other business before a stockholder meeting, notice must be received by Euronet by December 21, 2004. Such notice must include:

In each of the three cases listed above under “—Stockholder Proposals,” “—Stockholder Nominees,” and “—Other Matters,” the notice must be given by personal delivery or by United States certified mail, postage prepaid, to the Secretary of Euronet, whose address is 4601 College Boulevard, Suite 300, Leawood, Kansas 66211. The amended Bylaws are available on Euronet’s Internet website athttp://www.euronetworldwide.com/investors/index.asp. Any stockholder desiring a copy of Euronet’s Bylaws will be furnished one without charge upon written request to the Secretary. A copy of the Bylaws and all amendments were filed as Exhibit 3.2 to our registration statement on Form S-1 filed on December 18, 1996 (Registration No. 333-18121), as Exhibit 3(ii) to our quarterly report on Form 10-Q for the fiscal period ended March 31, 1997 (Amendment No. 1) and as Exhibit 3.1 to our current report on Form 8-K filed on March 24, 2003 (Amendment No. 2) are available at the Securities and Exchange Commission Internet website (www.sec.gov).

By Order of the Board,

Jeffrey B. Newman

Executive Vice President,

General Counsel and Secretary

April 25, 200321, 2004

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APPENDIX A

EXHIBIT AAMENDED AND RESTATED AUDIT COMMITTEE CHARTER

(As amended on November 20, 2003)

This Charter is intended to define the purposes, membership and responsibilities of the Audit Committee of Euronet Worldwide, Inc. (the “Company”).

I. PURPOSES

The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to:

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and it has direct access to the independent auditors as well as anyone at the Company. The Audit Committee has the ability to retain, at the Board’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties. However, it is not the duty or responsibility of the Audit Committee or its members to conduct auditing or accounting review or procedures, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information and (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations.

II. COMPOSITION AND MEETINGS

The Audit Committee shall be comprised of three or more directors as determined by the Board of Directors, each of whom shall be independent non-executive directors, free from any relationship that would interfere with the exercise of his or her independent judgment. All members of the Audit Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Audit Committee shall have accounting or related financial management expertise.

Audit Committee members shall be appointed on recommendation by the Board of Directors. If a Chair of the Audit Committee is not designated or present, the members of the Audit Committee may designate a Chair by majority vote of the Audit Committee.

The Audit Committee shall meet three times per year, or more frequently if circumstances dictate.

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III. RESPONSIBILITIES AND DUTIES

To carry out its purposes, the Audit Committee shall have the following duties and responsibilities:

Review Procedures

Independent Auditors

Legal Compliance

Internal Audit Department

Other Audit Committee Responsibilities

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the

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responsibility of management and the independent auditor. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations.

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APPENDIX B

AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN

(Marked to show amendments to the 2002 Stock Incentive Plan)

EURONET WORLDWIDE, INC.

EMPLOYEE2002 STOCK PURCHASEINCENTIVE PLAN

ARTICLE I

INTRODUCTION(Amended and Restated)

1.01 Purpose. TheEuronet Worldwide, Inc., a Delaware corporation (the “Company”), originally adopted the Euronet Worldwide, Inc. Employee2002 Stock PurchaseIncentive Plan (the “Plan”) on March 25, 2002. The Plan was originally approved by the Company’s stockholders on May 28, 2002. On March 26, 2004, the Board approved of this amendment and restatement of the Plan in order to (i) increase the aggregate number of shares available to be issued pursuant to Awards granted under the Plan and (ii) provide the Board with greater flexibility in designating future grants of stock options. This amendment and restatement is subject to stockholder approval.

1. PURPOSE

This Plan is intended to provide a method wherebyadvance the interests of the Company through providing select current and prospective key employees, directors, and consultants of Euronet Worldwide, Inc. (the “Company”) and its Eligible Subsidiary Companies (as defined below) will have anthe Company with the opportunity to acquire a proprietary interest inShares. By encouraging such stock ownership, the Company throughseeks to attract, retain and motivate the purchasebest available personnel for positions of shares of the Common Stock of the Company.

1.02 Rules of Interpretation. It is the intentionsubstantial responsibility and to provide additional incentives to directors, consultants, and key employees of the Company to havepromote the Plan qualify as an “employee stock purchase plan” under Section 423success of the Internal Revenue Code of 1986, as amended (the “Code”). The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.business.

ARTICLE II

2. DEFINITIONS

2.01As used in this Plan, the following words and phrases shall have the meanings indicated:

(a) “Award” shall mean any award made pursuant to this Plan, including Options, Stock Appreciation Rights, Restricted Shares, Deferred Shares, and Phantom Rights.

(b) “Award Agreement” shall mean any written document setting forth the terms and conditions of an Award, as prescribed by the Committee.

(c) “Board” shall mean the Board of Directors of the Company.

2.02 “Compensation”(d) “Code” shall mean the gross cash compensation (including, wage, salary and overtime earnings) paid by the Company or any Eligible Subsidiary Company to a participant in accordance with the termsInternal Revenue Code of employment, but excluding all bonus payments, expense allowances and compensation paid in a form other than cash.1986, as amended.

2.03(e) “Committee” shall mean (i) the individuals describedcommittee that the Board appoints in Article XI.

2.04 “Eligible Subsidiary Company” shall mean each Subsidiary Company the employees of which are entitledits discretion to participate inadminister the Plan, as listed or referred to on Schedule 2.03 hereto, subject to the discretionand (ii) any committee of Delegated Officers whom the Board or the Plan Representative at any time and from timeauthorizes to timemake Awards pursuant to approve changes the designations within Schedule 2.03 from among a group consistingSection 3(c) of Subsidiary Companies.

2.05 “Employee” shall mean any person employed by the Company or any Eligible Subsidiary Company, including any full-time, part-time or temporary employee.

2.06 “Fair Market Value” shall mean as of any date, the value of Common Stock of the Company determined as follows:

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2.07 “Plan Representative” shall mean any person designated from time to time by the Committee to receive certain notices and take certain other administrative actions relating to participation in the Plan.

2.08 “Subsidiary Company”(f) “Common Stock” shall mean the Common Stock, $0.01 par value, of the Company.

(g) “Company” shall mean Euronet Worldwide, Inc., a Delaware corporation.

(h) “Deferred Shares” shall mean shares of Common Stock credited under Section 10 of this Plan.

(i) “Delegated Officer” has the meaning set forth in Section 3(c) of this Plan.

(j) “Exercise Price” shall mean the price per Share at which an Option or Stock Appreciation Right may be exercised.

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(k) “Fair Market Value” per share as of a particular date shall mean (i) the closing sales price per share of Common Stock on the principal national securities exchange, if any, on which the shares of Common Stock shall then be listed for the last preceding date on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of Common Stock are not then listed on a national securities exchange, the last sales price per share of Common Stock entered on a national inter-dealer quotation system for the last preceding date on which there was a sale of such Common Stock on such national inter-dealer quotation system, or (iii) if no closing or last sales price per share of Common Stock is entered on a national inter-dealer quotation system, the average of the closing bid and asked prices for the shares of Common Stock in the over-the-counter market for the last preceding date on which there was a quotation for such Common Stock in such market, or (iv) if no price can be determined under the preceding alternatives, then the price per share as most recently determined by the Board, which shall make such determinations of value at least once annually.

(l) “Good Reason” shall mean any present or future corporation which is or becomes a “Subsidiary Company” of the following events, which has not been either consented to in advance by the Participant in writing or cured by the Company within a reasonable period of time not to exceed 20 days after the Participant provides written notice thereof: (i) the requirement that the Participant’s principal service for the Company be performed more than 30 miles from the Participant’s primary office as thatof an Accelerating Event (as defined in Section 12 hereof), (ii) other than as part of an across-the-board reduction affecting all similarly-situated employees, a material reduction in the Participant’s base compensation in effect immediately before the Accelerating Event; (iii) other than as part of an across-the-board reduction affecting all similarly-situated employees, the failure by the Company to continue to provide the Participant with the same level of overall compensation and benefits provided immediately before the Accelerating Event, or the taking of any action by the Company which would directly or indirectly reduce any of such benefits or deprive the Participant of any material fringe benefit; (iv) the assignment to the Participant of duties and responsibilities materially different from those associated with his position immediately before the Accelerating Event; or (v) a material diminution or reduction, on or after an Accelerating Event, in the Participant’s responsibilities or authority, including reporting responsibilities in connection with the Participant’s service with the Company.

(m) “Group of Persons”—a “group” as such term is defined in Section 42413(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder (the “Exchange Act”).

(n) “Incentive Stock Option” shall mean one or more Options to purchase Common Stock which, at the time such Options are granted under this Plan or any other such plan of the Company, qualify as incentive stock options under Section 422 of the Code.

ARTICLE III

ELIGIBILITY AND PARTICIPATION(o) “Non-Qualified Option” shall mean any Option that is not an Incentive Stock Option.

3.01 Initial Eligibility. Each Employee who(p) “Option” shall have completed three consecutive monthsmean an Incentive Stock Option and/or a Non-Qualified Option.

(q) “Optioned Shares” shall mean Shares subject to an Option granted pursuant to this Plan.

(r) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of employmentcorporations ending with the Company or any corporation or entity acquired byif, at the time of granting an Option, each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(s) “Participant” shall mean any Eligible Subsidiary Company and shall be employed by the Company or any Eligible Subsidiary Company on the date his or her participation in the Plan isperson who receives an Award pursuant to become effective shall be eligible to participate in Offerings (as defined below) under the Plan which commence after such three-month period has concluded. Persons who are not Employees shall not be eligible to participate in thethis Plan.

3.02 Restrictions on Participation. Notwithstanding any provision(t) “Phantom Rights” shall have the meaning set forth in Section 11(a) of this Plan.

(u) “Plan” shall mean this Stock Incentive Plan.

(v) “Restricted Shares” shall mean Shares subject to restrictions imposed pursuant to Section 9 of this Plan.

(w) “Share” shall mean one share of Common Stock.

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(x) “Stock Appreciation Right” shall mean the right to receive the appreciation in value, or a portion of the Plan to the contrary, no Employee shall be granted an option to purchase sharesappreciation in value, of Common Stock under the Plan:

3.03 Commencement of Participation. An eligible Employee may become a participant by completing an enrollment form provided by the Company and filing the completed form with the Plan Representative on or before the filing date set therefor by the Committee, which date shall be prior to the Offering Commencement Date for the next following Offering (as such terms are defined below), unless a later time for submission of the form is set by the Committee for all eligible Employees with respect to a given Offering Period. Payroll deductions for a participant shall commence on the next following Offering Commencement Date after the Employee’s authorization for payroll deductions becomes effective and shall continue until termination of the Plan or the participant’s earlier termination of participation in the Plan. Each participant in the Plan shall be deemed to continue participation until termination of the Plan or such participant’s earlier termination of participation in the Plan pursuant to Article VIII below.

ARTICLE IV

STOCK SUBJECT TO THE PLAN AND OFFERINGS

4.01 Stock Subject to the Plan. Subject to the provisions of Section 12.04 of the Plan, the Board shall reserve initially for issuance under the Plan an aggregate of five hundred thousand (500,000) shares of the Company’s common stock (the “Common Stock”), which shares shall be authorized but unissued shares of Common Stock. If, on a given Offering Termination Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Committee shall make a pro rata

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allocation of the shares remaining available for purchase in as uniform manner as shall be practicable and as it shall determine to be equitable. The Board may from time to time reserve additional shares of authorized and unissued Common Stock for issuance pursuant to the Plan; provided, however, that at no time shall thespecified number of shares of Common Stock reserved be greater than permitted by applicable law.pursuant to Section 8 of this Plan.

4.02 Offerings.(y) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of granting an Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(z) “Ten Percent Stockholder” shall mean a Participant who, at the time an Option is granted, owns directly or indirectly (within the meaning of Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Parent or a Subsidiary.

3. GENERAL ADMINISTRATION

(a) The Plan shall be implementedadministered by a series of Offerings of the Company’s Common Stock (the “Offerings”) of three (3) months duration, with new Offerings commencing on or about January 1, April 1, July 1 and October 1 of each year (or at such other dates as the Committee, shall determine); provided that (i) only directors who are “outside directors” within the first Offering will bemeaning of Code Section 162(m) shall make awards to persons subject to that section, and (ii) only directors who are “non-employee directors” within the meaning of SEC Rule 16b-3 shall make awards to persons who are reporting persons for the period commencing February 14, 2003 and ending March 31, 2003. The first daypurposes of each Offering shall be deemed the “Offering Commencement Date” and the last day the “Offering Termination Date” for such Offering.SEC Rule 16.

(b) The Committee shall have the power to change the duration and/or the frequency of future Offerings without stockholder approval if such change is announced at least five (5) days prior to the beginning of the first Offering to be affected and the duration of such Offering does not exceed twenty-seven (27) months. Each Offering shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate, which shall comply with the requirements of Section 423(b)(5) of the Code that all Employees granted options to purchase shares of Common Stock under the Plan shall have the same rights and privileges. The Plan shall continue until terminated in accordance with Section 12.05.

ARTICLE V

PAYROLL DEDUCTIONS AND SUBSCRIPTIONS

5.01 Amount of Deduction. The form described in Section 3.03 will permit a participant to elect during each Offering (except Offerings as to which the participant is suspended from participating in accordance with Section 8.02) payroll deductions to occur in an amount determined by the participant. In addition, for each Eligible Subsidiary Company that establishes a sub-plan pursuant to Section 11.04(b), the Plan Representative mayauthority in its discretion, permit employees of the Eligible Subsidiary Company to subscribe to pay the Company a fixed dollar amount in one payments completed on or before the Offering Termination Date. In all cases, the amount of each participant’s payroll deductions or subscriptions may be limited in order to comply with the requirements of Section 3.02(b).

5.02 Participant’s Account. All payroll deductions and payments made for or by a participant pursuant to Section 5.01 shall be credited to an account established for such participant under the Plan.

5.03 Changes in Payroll Deductions and Payments. A participant may reduce or increase future payroll deductions or payments made pursuant to Section 5.01 by filing with the Plan Representative a form provided by the Company for such purpose. The effective date of any increase or reduction in future payroll deductions or payments pursuant to Section 5.01 will be the next Offering Commencement Date that both succeeds processing of the change form and involves an Offering in which the participant is eligible to participate, taking into account any suspension of participation that Section 8.02 requires. A participant’s changed enrollment election pursuant to Section 5.01 shall remain in effect for successive Offerings unless terminated as provided in Section 8.01.

ARTICLE VI

GRANTING OF OPTION

6.01 Number of Option Shares. On or prior to the Offering Commencement Date, the Committee shall specify a maximum number of shares of Common Stock that may be purchased by each participant during the Offering subject to any adjustment pursuant to Section 12.04, the limitations of Section 3.02(b) and 4.01, and any suspensions of participation pursuant to Section 8.02. For each Offering commencing on or after February 14, 2003, the maximum number of shares which may be purchased by each participant during the Offering shall not exceed 3,000 shares (subject to the discretion of the Plan Representative to increase or decrease this limit on a prospective basis, through advance written notice to Plan participants).

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6.02 Offering Price. The option price of Common Stock purchasedinconsistent with payroll deductions made during any Offering (the “Offering Price”) for a participant therein shall be the lesser of:

ARTICLE VII

EXERCISE OF OPTION

7.01 Automatic Exercise. Each Plan participant’s option for the purchase of stock with payroll deductions (or payments pursuant to Section 5.01) made during any Offering will be deemed to have been exercised automatically on the applicable Offering Termination Date for the purchase of the number of shares of Common Stock which the accumulated payroll deductions and payments pursuant to Section 5.01 in the participant’s account at the time will purchase at the applicable Offering Price (but not in excess of the number of shares for which outstanding options have been granted to the participant pursuant to Section 6.01).

7.02 Withdrawal of Account. No participant in the Plan shall be entitled to withdraw any amount from the accumulated payroll deductions (and contributions pursuant to Section 5.01) in his or her account; provided, however, that a participant’s accumulated payroll deductions (and contributions pursuant to Section 5.01) shall be refunded to the participant as and to the extent specified in Section 8.01 below upon termination of such participant’s participation in the Plan.

7.03 Fractional Shares. Fractional shares of Common Stock may be issued under the Plan.

7.04 Exercise of Options. During a participant’s lifetime, options held by such participant shall be exercisable only by such participant.

7.05 Delivery of Stock. As promptly as practicable after the Offering Termination Date of each Offering, the Company will deliver to each participant in such Offering, as appropriate, the shares of Common Stock purchased therein upon exercise of such participant’s option. The Company may deliver such shares in certificated or book entry form, at the Company’s sole election.

7.06 Stock Transfer Restrictions. The Plan is intended to satisfy the requirements of Section 423 of the Code. A participant will not obtain the benefits of this provision if such participant disposes of shares of Common Stock acquired pursuant to the Plan within two (2) years from the Offering Commencement Date or within one (1) year from the date such Common Stock is purchased by the participant, whichever is later.

ARTICLE VIII

WITHDRAWAL

8.01 In General. A participant may stop participating in the Plan at any time by giving written notice to the Plan Representative. Upon processing of any such written notice, no further payroll deductions will be made from the participant’s Compensation during such Offering or thereafter, unless and until such participant elects to resume participation in the Plan, in accordance with Section 8.02 hereof, by providing written notice to the Plan Representative pursuant to Section 3.03 above. Such participant’s payroll deductions and payments accumulated pursuant to Section 5.01 prior to processing of such notice shall be applied toward purchasing shares of Common Stock in the then-current Offering as provided in Section 7.01 above. Any cash balance remaining after the purchase of shares in such Offering shall be refunded promptly to such participant.

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8.02 Effect on Subsequent Participation. A participant’s withdrawal from an Offering pursuant to Section 8.01 (including as a deemed withdrawal a participant’s failure to make all subscription payments required pursuant to Section 5.01 on or before an Offering Termination Date) will result in the participant’s suspension from Plan participation for the remaining of the Offering and for the subsequent three Offerings. The participant’s suspension will not thereafter have any effect upon such participant’s eligibility to participate in any succeeding Offering or in any similar plan which may hereafter be adopted by the Company and for which such participant is otherwise eligible.

8.03 Termination of Employment. Upon termination of a participant’s employment with the Company or any Eligible Subsidiary Company (as the case may be) for any reason, including retirement or death, then –

(i) any shares that the Company or the Plan holds for the participant pursuant to the Plan will be issued and delivered to the participant (or the participant’s estate in the event the particiant is deceased) unless the Plan Representative determines in its discretion that the participant has before such employment termination date provided directions (in a form and manner acceptable to the Plan Representative) that are sufficient and timely to permit a transfer of such shares within the thirty-day period following the participant’s termination of employment; and

(ii) the participant’s payroll deductions and contributions accumulated pursuant to Section 5.01 prior to such termination, if any, shall be refunded to him or her, or, in the case of his or her death, to the person or persons entitled thereto under Section 12.01, and his or her participation in the Plan shall be deemed to be terminated.

ARTICLE IX

INTEREST

9.01 Payment of Interest. No interest will be paid or allowed on any money paid into the Plan or credited to the account of or distributed to any participant Employee.

ARTICLE X

STOCK

10.01 Participant’s Interest in Option Stock. No participant will have any interest in shares of Common Stock covered by any option held by such participant until such option has been exercised as provided in Section 7.01 above.

10.02 Registration of Stock. Shares of Common Stock purchased by a participant under the Plan will be registered in the name of the participant, or, if the participant so directs by written notice to the Plan Representative prior to the Offering Termination Date applicable thereto, in the names of the participant and one such other person as may be designated by the participant, as joint tenants with rights of survivorship or as tenants by the entireties, to the extent permitted by applicable law.

10.03 Restrictions on Exercise. The Committee may, in its discretion, require as conditions to the exercise of any option that the shares of Common Stock reserved for issuance upon the exercise of such option shall have been duly listed, upon official notice of issuance, upon a stock exchange or market, and that either:

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ARTICLE XI

ADMINISTRATION

11.01 Appointment of Committee. The Board shall appoint a committee (the “Committee”) to administer the Plan, which shall consist solely of no fewer than three “non-employee directors” (as defined in Rule 16b-3(a)(3) promulgated under the Securities Act of 1933, as amended).

11.02 Authority of Committee. Subject to the express provisions of the Plan, to administer the Committee shall have plenary authorityPlan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in its discretion to interpret and construe any and all provisionthe administration of the Plan, including, without limitation, the authority to adoptgrant Options; to determine the Exercise Price; to determine the persons to whom, and the time or times at which, Options shall be granted; to determine the number of shares to be covered by each Option; to interpret the Plan; to prescribe, amend and rescind rules and regulations for administeringrelating to the Plan,Plan; to determine the terms and provisions of the Award Agreements (which need not be identical) entered into in connection with Options granted under the Plan; and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee’s determinationadministration of the foregoing matters shall be conclusive. Without regard to whether any participant rights may be considered to have been “adversely affected,” the Committee shall be entitled to limit the frequency and/or number of changes in the amount withheld during an Offering, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Committee determines in its sole discretion advisable that are consistent with the Plan.

11.03 Rules Governing(c) Notwithstanding any provision to the Administrationcontrary in Section 3(b) of this Plan, the Board, in accordance with Section 157 of the Committee. The BoardDelaware general corporate law, may from time to time appoint membersauthorize one or more officers of the Company (each such officer, a “Delegated Officer”) to do one or both of the following: (i) designate officers and employees of the Company or any Subsidiary to be granted Options; and (ii) determine the number of Options to be granted to such officers and employees; provided, however, that the Board may not authorize any Delegated Officer to grant an Option to (i) himself or herself, or (ii) any officer or employee who is a reporting person for purposes of SEC Rule 16. The Board resolution providing such authorization shall specify both the total number of Options that such Delegated Officer or Officers may grant and the formula for determining the Exercise Price for each Option granted hereunder, provided that the authorized Exercise Price shall be deemed to be the Fair Market Value of the underlying Shares if the Board does not specify a different formula for determining the Exercise Price for particular grants. Except as expressly provided herein, nothing in this Section 3(c) shall be construed as creating any limitations on the power or authority of the Board and the Committee in substitution for or in addition to members previously appointedadminister and may fill vacancies, however caused, inoperate the Committee. The Committee may select one of its members as its chairman, shall hold its meetings at such times and places as it shall deem advisable, and may hold telephonic meetings. All determinationsPlan.

(d) No member of the Committee shall be made by a majority of its members. A decisionliable for any action taken or determination reducedmade in good faith with respect to writing and signed by a majoritythe Plan or any Award granted hereunder.

4. GRANTING OF AWARDS

The Committee may grant Awards under the Plan at any time during the term of the membersPlan (as established pursuant to Section 16).

5. ELIGIBILITY

(a) The Committee may grant Awards to any director, officer, key employee or outside consultant of the Company or any Subsidiary, as well as to any prospective director, officer, key employee, or outside consultant

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of the Company or any Subsidiary as an inducement for such person to perform services for the Company or any Subsidiary; provided that an Award Agreement may contain terms and conditions providing for the termination of an inducement Award in the event that a recipient thereof is not retained to perform services for the Company with the period specified therein. In determining from time to time the officers and employees to whom Awards shall be granted and the number of shares to be covered by each Awards, the Committee shall betake into account the duties of the respective officers and employees, their present and potential contributions to the success of the Company and such other factors as fully effective as if it had been made by a majority vote at a meeting duly called and held. Thethe Committee may appoint a secretary and shall make such rules and regulations for the conduct of its business as it shall deem advisable.relevant in connection with accomplishing the purposes of the Plan.

11.04 Rules For Foreign Jurisdictions And Non-423(b) At the time of the grant of each Option under the Plan, the Committee shall determine whether or not such Option is to be designated an Incentive Stock Option. Incentive Stock Options shall not be granted to a director or a consultant who is not an employee of the Company. The length of the exercise period of Incentive Stock Options shall be governed by Section 7(e)(2) of the Plan; the exercise period of all other Options will be governed by Section 7(e)(3).

(c) An Option designated as an Incentive Stock Option can, prior to its exercise, be changed to a Non-Qualified Option if the Participant consents to amend his Award Agreement to provide that the exercise period of such Option will be governed by Section 7(e)(2) of the Plan.

ARTICLE XII

MISCELLANEOUS6. STOCK

12.01 DesignationThe stock subject to Awards shall be shares of Beneficiary. A participantthe Common Stock. Such shares may, file within whole or in part, be authorized but unissued shares contributed directly by the Plan Representative a written designationCompany or shares which shall have been or which may be acquired by the Company. The aggregate number of a beneficiary who is to receive any shares of Common Stock and/or cashas to which Awards may be granted from time to time under the Plan uponshall be2,000,0003,500,000 shares, with a limit of 250,000 shares per Participant during the participant’s death. Such designationterm of beneficiary may be changedthe Plan. The limitations established by the participant atpreceding sentence shall be subject to adjustment as provided in Section 12 hereof. If any time by written notice to the

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Plan Representative. Upon the death of a participant and receipt by the Company of proof of identity and existence at the participant’s death of a beneficiary validly designated by the participantoutstanding Awards under the Plan and subject to Article VIII above concerning withdrawal from the Plan, the Company shall deliver such shares of Common Stock and/for any reason expires or cash to such beneficiary. In the event of the death of a participant lacking a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares of Common Stock and/cancelled or cash to the executorterminated without having been exercised or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company,vested in its discretion, may deliver such shares of Common Stock and/or cash to the spouse or to any one or more dependents of the participant, in each case without any further liability of the Company whatsoever under or relating to the Plan. No beneficiary shall, prior to the death of the participant by whom he or she has been designated, acquire any interest infull, the shares of Common Stock and/or cash creditedallocable to the participantunexercised or unvested portion of such Award shall (unless the Plan shall have been terminated) become available for subsequent grants of Awards under the Plan.

12.02 Transferability. Neither payroll deductions or payments credited to any participant’s account7. TERMS AND CONDITIONS OF OPTIONS

Each Option granted pursuant to Section 5.01 nor any option or rightsthe Plan shall be evidencedby an Award Agreement in such forms as the Committee may from time to time approve. Options shall comply with regardand be subject to the exercisefollowing terms and conditions:

(a) EXERCISE PRICE. Each Option shall state the Exercise Price, which in the case of an option or to receive CommonIncentive Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other dispositionOptions shall be without effect, except thatnot less than one hundred percent (100%) of the Company may, in its discretion, treat such act as an election to withdraw from participation in the Plan in accordance with Section 8.01.

12.03 Use of Funds. All payroll deductions and payments received or held by the Company under the Plan may be used by the Company for any corporate purpose. The Company shall not be obligated to segregate such payroll deductions.

12.04 Adjustment Upon Changes in Capitalization.

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12.05 Amendment and Termination.

Such modifications or amendments shall not require stockholder approval or the consent of any participants.

12.06 Effective Date. The Plan shall become effective as of February 14, 2003, regardless of whether or not the Plan receives approval by the holders of a majorityFair Market Value of the shares of Common Stock present and represented at any special or annual meetingon the date of grant of the shareholdersOption; provided, however, that in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the Exercise Price shall not be less than one hundred ten percent (110%) of such Fair Market Value. The Exercise Price per share for Non-Qualified Options shall also not be less than the Fair Market Value of a share of Common Stock on the effective date of grant of the Option. The Exercise Price shall be subject to adjustment as provided in Section 12 hereof. The date on which the Committee adopts a resolution expressly granting an Option shall generally be considered the day on which such Option is granted. However;provided, however, the Committee may, in its sole discretion,(i) designate in the resolutions that one or more Options shall be deemed granted as of a date in the future and (ii) grant a series of sequential Options to a Participant pursuant to a single resolution adopted by the Committee. Such a future date of grant or a series of sequential Options will be treated as granted as of the specific future dates designated by the Committee and such Options will have an Exercise Price determined in each case by reference to the Fair Market Value of Common Stock as of the respective future dates as of which the Options are deemed granted. For example, as of May 15, 2002, the Committee could, in its sole discretion, grant a series of Options to a Participant equal to 1,000 shares of Common Stock which could be deemed by the Committee to be granted at the rate of 250 shares as of June 1,

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2002 and at the rate of 250 shares as of the first day of each of the next three calendar months thereafter for an Exercise Price in each case equivalent to the Fair Market Value of 250 shares of Common Stock as of each of the deemed grant days.

(b) RESTRICTIONS. Any Common Stock issued under the Plan may contain restrictions including, but not limited to, limitations on transferability, as the Committee may set forth in the Award Agreement effecting an Award.

(c) VALUE OF SHARES. Options may be granted to any eligible person for shares of Common Stock of any value, provided that the aggregate Fair Market Value (determined at the time the Option is granted) of the stock with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all the plans of the Company, dulyits Parent and its Subsidiaries) shall not exceed $100,000.

(d) MEDIUM AND TIME OF PAYMENT. The Exercise Price shall be paid in full, at the time of exercise, in cash or, with the approval of the Committee, in shares of Common Stock having a Fair Market Value in the aggregate equal to such Exercise Price or in a combination of cash and such shares, provided that any shares of Common Stock used to pay the Exercise Price must have been held by the Participant for no less than six (6) months. In addition, the Committee may provide in an Award Agreement for the payment of the Exercise Price on a cashless basis, by stating in the exercise notice the number of Shares the Participant elects to purchase pursuant to such exercise (in which case the Participant shall receive a number of Shares equal to the number the Participant would have received upon such exercise for cash less such number of Shares as shall then have a Fair Market Value in the aggregate equal to the Exercise Price due in respect of such exercise). The Committee may, in its discretion and for any reason, refuse to accept a particular form of consideration (other than cash, wire transfer of funds or a certified or official bank check) at the time of any Option exercise.

(e) TERM AND EXERCISE OF OPTIONS

(1) Unless the applicable Award Agreement otherwise provides, each Option granted to an independent contractor performing services for the Company shall be vested immediately and each Option granted to an employee or director shall become vested and first exercisable in the following installments:

(2) Incentive Stock Options shall be exercisable over the exercise period specified by the Committee in the Award Agreement, but in no event shall such period exceed ten (10) years from the date of the grant of each such Incentive Stock Option; provided, however, that in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the exercise period shall not exceed five (5) years from the date of grant of such Option.

(3) Non-Qualified Options shall be exercisable over a period specified by the Committee in the Award Agreement, but in no event shall such period exceed ten (10) years from the date of the grant of each such Non-Qualified Option.

(4) The exercise period of any Option shall be subject to earlier termination as provided in Section 7(g) and 7(h) hereof. An Option may be exercised, as to any or all full shares of Common Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee; provided that an Option may not be exercised at any one time as to less than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100).

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(f) DIVIDEND EQUIVALENCY; RELOAD GRANTS

(1) Any Option may, in the discretion of the Committee, provide for dividend equivalency rights under which the Participant shall be entitled to additional payments, in the nature of compensation, equal to the amount of dividends which would have been paid, during the period such Option is held, on the number of shares of Common Stock equal to the number of shares subject to such Option.

(2) The Committee may in its discretion include in any Award Agreement with respect to an Option (the “Original Option”) a provision awarding an additional option (the “Reload Option”) to any Participant who delivers Shares in partial or full payment of the Exercise Price of the Original Option. The Reload Option shall be for a number of Shares equal to the number of Shares so delivered, shall have an Exercise Price equal to the Fair Market Value of a Share on the date of exercise of the Original Option, and shall have an expiration date no later than the expiration date of the Original Option. In the event that an Award Agreement provides for the grant of a Reload Option, such Award Agreement shall also provide that the Exercise Price of the Original Option be no less than the Fair Market Value of a Share on its date of grant, and that any Shares that are delivered in payment of such Exercise Price shall have been held for at least 6 months.

(g) TERMINATION OF SERVICE. Except as provided in this Section 7(g) and Section 7(h) hereof and except with respect to Options granted to an independent contractor performing services for the Company, an Option may only be exercised by persons who are employees or of the Company or any Parent or Subsidiary of the Company (or a corporation or a Parent or Subsidiary of such corporation issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), who have remained continuously, or directors so in service since the date of grant of the Option.

In the event the directorship of a Participant who is a director of the Company shall terminate (other than by reason of death), all Options or unexercised portions thereof granted to such Participant which are then exercisable shall, unless earlier terminated in accordance with their terms, remain exercisable over the exercise period specified by the Committee in the Award Agreement; provided, however, that if the association of the Participant with the Company shall terminate for “cause” (as determined by the Committee), all Options theretofore granted to such Participant shall, to the extent not theretofore exercised, terminate forthwith; and further provided that all Options theretofore granted to such Participant which have not vested shall terminate forthwith.

In the event a Participant who is an employee shall terminate all association with the Company (other than by reason of death), all Options or unexercised portions thereof granted to such Participant which are then exercisable may, unless earlier terminated in accordance with their terms, be exercised within 12 monthssixty (60) days after adoptionsuch termination; provided, however, that if the association of the Participant with the Company shall terminate for “cause” (as determined by the Committee), all Options theretofore granted to such Participant shall, to the extent not theretofore exercised, terminate forthwith. A bona fide leave of absence shall not be considered a termination or break in continuity of employment for any purpose of the Plan (becauseso long as the period of such approvalleave does not exceed ninety (90) days or such longer period during which the Participant’s right to reemployment is guaranteed by statute or by contract. Where the period of such leave exceeds ninety (90) days and the Participant’s right to reemployment is not guaranteed, the Participant’s employment will be deemed to have terminated on the ninety-first (91st) day of such leave. Nothing in the Plan or in any Option granted pursuant hereto shall confer upon an employee any right to continue in the employ of the Company or any of its divisions or Parent or Subsidiaries or interfere in any way with the right of the Company or any such divisions or Parent or Subsidiary to terminate or change the terms of such employment at any time.

Unless an Award Agreement provides otherwise, a Participant’s changes or changes in status between employee and director shall not be considered a termination or break in continuity of employment for any purpose of the Plan. The Committee may, in its discretion, provide similar treatment for changes in the status of any independent consultant, and may so provide in an Award Agreement or future modification thereof.

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(h) DEATH OF PARTICIPANT. If a Participant who was an outside consultant when his Option was granted shall die, all Options heretofore granted to such Participant may be exercised at any time during the remaining period of their terms by the personal representative of the Participant’s estate or by a person who acquired the right to exercise such Options by bequest or inheritance or otherwise by reason of death of the Participant. If a Participant shall die while a director of or employed by the Company or any Parent or Subsidiary of the Company, all Options theretofore granted to such Participant may, unless earlier terminated in accordance with their terms and to the extent already vested and exercisable, be exercised by the Participant or by the personal representative of the Participant’s estate or by a person who acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of death of the Participant, at any time within one year after the date of death of the Participant.

8. STOCK APPRECIATION RIGHTS

(a) GRANTING OF STOCK APPRECIATION RIGHTS.In its sole discretion, the Committee may from time to time grant Stock Appreciation Rights to Participants either in conjunction with, or independently of, any Options granted under the Plan. A Stock Appreciation Right granted in conjunction with an Option may be an alternative right wherein the exercise of the Option terminates the Stock Appreciation Right to the extent of the number of shares purchased upon exercise of the Option and, correspondingly, the exercise of the Stock Appreciation Right terminates the Option to the extent of the number of Shares with respect to which the Stock Appreciation Right is exercised. Alternatively, a Stock Appreciation Right granted in conjunction with an Option may be an additional right wherein both the Stock Appreciation Right and the Option may be exercised. A Stock Appreciation Right may not be granted in conjunction with an Incentive Stock Option under circumstances in which the exercise of the Stock Appreciation Right affects the right to exercise the Incentive Stock Option or vice versa, unless the Stock Appreciation Right, by its terms, meets all of the following requirements: (1) the Stock Appreciation Right will expire no later than the Incentive Stock Option; (2) the Stock Appreciation Right may be for no more than the difference between the Exercise Price of the Incentive Stock Option and the Fair Market Value of the Shares subject to the Incentive Stock Option at the time the Stock Appreciation Right is exercised; (3) the Stock Appreciation Right is transferable only when the Incentive Stock Option is transferable, and under the same conditions; (4) the Stock Appreciation Right may be exercised only when the Incentive Stock Option may be exercised; and (5) the Stock Appreciation Right may be exercised only when the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option.

(b) EXERCISE PRICE.The Exercise Price as to any particular Stock Appreciation Right shall not be less than the Fair Market Value of the Optioned Shares on the date of grant.

(c)TIMING OF EXERCISE.The provisions of Section 7 regarding the period of exercisability of Options are incorporated by reference herein, and shall determine the period of exercisability of Stock Appreciation Rights.

(d) EXERCISE OF STOCK APPRECIATION RIGHTS.A Stock Appreciation Right granted hereunder shall be exercisable at such times and under such conditions as shall be permissible under the terms of the Plan and of the Award Agreement granted to a Participant, provided that a Stock Appreciation Right may not be exercised for a fractional Share. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive, without payment to the Company, an amount equal to the excess of (or, in the discretion of the Committee if provided in the Award Agreement, a portion of) the excess of the then aggregate Fair Market Value of the number of Optioned Shares with respect to which the Participant exercises the Stock Appreciation Right, over the aggregate Exercise Price of such number of Optioned Shares. This amount shall be payable by the Company, at the discretion of the Committee, in cash or in Shares valued at the then Fair Market Value thereof, or any combination thereof.

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(e) PROCEDURE FOR EXERCISING STOCK APPRECIATION RIGHTS.To the extent not inconsistent herewith, the provisions of Section 7 as to the procedure for exercising Options are incorporated by reference, and shall determine the procedure for exercising Stock Appreciation Rights.

9. RESTRICTED SHARE AWARDS

(a) GRANTS.The Committee shall have the discretion to grant Restricted Share Awards to Participants. As promptly as practicable after a determination is made that a Restricted Share Award is to be made, the Committee shall notify the Participant in writing of the grant of the Award, the number of Shares covered by the Award, and the terms upon which the Shares subject to the Award may be earned. The date on which the Committee so notifies the Participant shall be considered the date of grant of the Restricted Share Awards. The Committee shall maintain records as to all grants of Restricted Share Awards under the Plan.

(b) EARNING SHARES.Unless the applicable Award Agreement otherwise provides, Shares subject to Restricted Share Awards shall be earned and become non-forfeitable by a Participant according to the schedule set forth in Section 7(e)(1), provided the Participant is a director, officer, employee or consultant on the scheduled vesting date. Notwithstanding the foregoing, each Participant shall become (100%) vested immediately upon termination of the Participant’s service due to the Participant’s disability or death.

(c) ACCRUAL OF DIVIDENDS.Whenever Restricted Shares are paid to a Participant under this Plan, the Participant shall also be entitled to receive, with respect to each Restricted Share paid, an amount equal to any cash dividends and a number of shares of Common Stock equal to any stock dividends declared and paid with respect to a share of Common Stock between the date the relevant Restricted Share Award was initially granted to such Participant and the date the Restricted Shares are being soughtdistributed. The Committee may also, in its discretion distribute an appropriate amount of net earnings, if any, with respect to any cash dividends paid between the grant date of the Restricted Share Award and the distribution date of the Restricted Shares.

(d) DISTRIBUTION OF RESTRICTED SHARES.

(1) TIMING OF DISTRIBUTIONS; GENERAL RULE. Except as otherwise expressly stated in this Plan, the Committee shall distribute Restricted Shares and accumulated dividends and interest to the Participant or his beneficiary, as the case may be, as soon as practicable after they have been earned. No fractional shares shall be distributed.

(2) FORM OF DISTRIBUTION. The Committee shall distribute all Restricted Shares, together with any shares representing stock dividends, in the form of Common Stock. One share of Common Stock shall be given for each Restricted Share earned. Payments representing cash dividends (and earnings thereon) shall be made in cash.

(e) DEFERRAL ELECTIONS.If expressly authorized in an Award Agreement a Participant who is a member of a select group of management or highly compensated employees (within the meaning of the Employee Retirement Income Security Act of 1974, as amended) may irrevocably elect, at any time at least 12 months prior to the date on which a Participant becomes vested in any shares subject to his or her Restricted Share Award, to defer the receipt of all or a percentage of the Restricted Shares that would otherwise be transferred to the Participant upon the vesting of such Award pursuant to Section 10 of this Plan. If such an election is made, the Restricted Shares shall be credited to the Participant’s account as Deferred Shares on the date such Restricted Shares would otherwise have been distributed to the Participant.

10. DEFERRAL ELECTIONS BY PARTICIPANTS.

(a) ELECTIONS TO DEFER.The Committee may, in its discretion, authorize any Participant who is a director, consultant, or member of a select group of management or highly compensated employees (within the meaning of the Employee Retirement Income Security Act of 1974, as amended) to irrevocably elect to forego the receipt of cash compensation and in lieu thereof to have the Company credit Deferred Shares to an account

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payable to the Participant. Each election shall take effect five business days after its delivery to the Committee, unless in the meantime the Committee sends the Participant a written notice explaining why the election is invalid. Notwithstanding the foregoing sentence, elections shall be ineffective with respect to any compensation that a Participant earns before the date on which the Committee receives the election.

(b) CASH EARNINGS ON DEFERRED SHARES.On the last day of each fiscal year of the Company, the Committee shall credit to the Participant’s account a number of Deferred Shares having a value equal to the sum of any cash dividends paid on Deferred Shares previously credited to the Participant’s account. The Committee shall hold each Participant’s Deferred Shares until distribution is required pursuant to subsection (c) hereof.

(c) DISTRIBUTIONS OF DEFERRED SHARES AND EARNINGS.The Committee shall distribute a Participant’s Deferred Shares in five substantially equal annual installments that are paid before the last day of each of the five fiscal years of the Company that end after the date on which the Participant’s continuous service terminates,unless the Participant has properly elected a different form of distribution pursuant to an election (on a Form that the Committee approves) that the Committee receives either more than 90 days before an Accelerating Event or more than one year before the date on which the Participant’s continuous service terminates for any reason.

(d) HARDSHIP WITHDRAWALS.Notwithstanding any other provision of the Plan or a Participant’s election hereunder, in the event the Participant suffers an unforeseeable hardship within the contemplation of this subsection, the Participant may apply to the Committee for an immediate distribution of all or a portion of his Deferred Shares. The hardship must result from a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, casualty loss of property, or other similar conditions beyond the control of the Participant. Examples of purposes which are not considered hardships include post-secondary school expenses or the desire to purchase a residence. In no event will a distribution be made to the extent the hardship could be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s nonessential assets to the extent such liquidation would not itself cause a severe financial hardship. The amount of any distribution hereunder shall be limited to the amount necessary to relieve the Participant’s financial hardship. The determination of whether a Participant has a qualifying hardship and the amount which qualifies for distribution, if any, shall be made by the Committee in its sole discretion. The Committee may require evidence of the purpose and amount of the need, and may establish such application or other procedures as it deems appropriate.

(e) RIGHTS TO DEFERRED SHARES.A Participant may not assign his or her claim to Deferred Shares during his or her lifetime. A Participant’s right to Deferred Shares shall at all times constitute an unsecured promise of the Company to pay benefits as they come due. The right of the Participant or his or her beneficiary to receive benefits hereunder shall be solely an unsecured claim against the general assets of the Company. Neither the Participant nor his or her beneficiary shall have any claim against or rights in orderany specific assets, shares, or other funds of the Company.

11. PHANTOM RIGHTS

(a) AWARDS. Awards of rights (“Phantom Rights”) that relate indirectly to shares of Common Stock may be made under this Plan and set forth in an applicable Award Agreement. The Committee may, but shall not be required to, make Awards of Phantom Rights. Subject to the terms of this Plan, the Committee shall determine the terms of Phantom Rights Awards, may in its discretion provide for their settlement in cash, Restricted Shares or other consideration, and may impose different terms and conditions on a Phantom Rights Award than on any other Award made to the same recipient or other Award recipients.

(b) EXERCISE OF PHANTOM RIGHTS. Unless an Award Agreement provides otherwise, Phantom Rights Awards become vested according to the schedule set forth in Section 7(e)(1).

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(c) PAYMENT OF PHANTOM RIGHTS. Upon exercise of a vested Phantom Right, the holder thereof shall be entitled to receive a payment in respect of such Phantom Right calculated using the formula set forth in the Award Agreement (which shall relate to Shares available for Awards under the Plan).

(d) FORFEITURE OF PHANTOM RIGHTS. In making an Award of Phantom Rights, the Committee may impose a requirement that the recipient remain in the employment or service (including service as an advisor or consultant) of the Company or any Parent Corporation or Subsidiary for a specified minimum period of time, or else forfeit all or a portion of such Phantom Rights Right which has not been exercised, whether or not vested. Whether or not vested, a Phantom Rights Award shall expire on the earlier of (a) the expiration of the tandem Option or Restricted Share, if applicable, or (b) the expiration date set forth in the Award Agreement. The Committee shall have authority to determine whether to accelerate the termination of any forfeiture provisions contained in any applicable Award Agreement.

(e) RIGHTS AS STOCKHOLDER; DIVIDENDS. A recipient of a Phantom Rights Award shall have no rights as a stockholder with respect to any Phantom Rights.

12. EFFECT OF CERTAIN CHANGES

(a) If there is any change in the number of shares of Common Stock through the declaration of stock dividends, recapitalization resulting in stock splits, or combinations or exchanges of such shares, then the number of shares of Common Stock available for Awards, the number of such shares covered by outstanding Awards, and the price per Share pertaining to such Awards, shall be proportionately adjusted to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.

(b) In the event of a proposed dissolution or liquidation of the Company, or in the event of any corporate separation or division, including but not limited to, a split-up, a split-off or spin-off, the Committee may provide that the holder of each Award then exercisable shall have the right to exercise such Award (at its then Exercise Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution or liquidation, or corporate separation or division; or the Committee may provide, in the alternative, that each Award granted under the Plan shall terminate as of a date to be fixed by the Committee, provided, however, that no less than thirty (30) days’ written notice of the date so fixed shall be given to each Participant who shall have the right, during the period of thirty (30) days preceding such termination, to exercise the Award as to all or any part of the shares of Common Stock covered thereby, including shares as to which such Award would not otherwise be exercisable.

(c) If while unexercised or unvested Awards remain outstanding under the Plan (i) the Company executes a definitive agreement to merge or consolidate with or into another corporation or to sell or otherwise dispose of substantially all its assets, or (ii) more than 50% of the Company’s then outstanding voting stock is acquired by any person or Group of Persons (any such event being an “Accelerating Event”), then from and after any later date on which a Participant’s service with the Company (including any successor) terminates involuntarily or for Good Reason (any such date being referred to herein as the “Acceleration Date”), all Awards granted to the Participant shall be exercisable and vested in full, whether or not otherwise exercisable or vested. Following the Acceleration Date, (a) the Committee shall, in the case of a merger, consolidation or sale or disposition of assets, promptly make an appropriate adjustment to the number and class of shares of Common Stock available for Awards, and to the amount and kind of shares or other securities or property receivable upon exercise or vesting of any outstanding Awards after the effective date of such transaction, and the price thereof (if applicable), and (b) the Committee may, in its discretion, permit the cancellation of outstanding Awards in exchange for a cash payment in an amount per share subject to any such Award determined by the Committee in its sole discretion, but not less than the difference between the Fair Market Value per share of Common Stock on the Acceleration Date, and the Exercise Price (if any) pertaining to the Award.

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(d) Subsections (a) and (b) of this Section 12 shall not apply to a merger or consolidation in which the Company is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities or any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that the holder of each Option or Stock Appreciation Right then exercisable shall have the right to exercise such Option or Stock Appreciation Right solely for the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Company), property, cash or any combination thereof receivable by the holder of the number of shares of Common Stock for which such Option or Stock Appreciation Right might have been exercised upon such reclassification, change, consolidation or merger.

(e) In the event of a change in the Common Stock as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan.

(f) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive, provided that each Option granted pursuant to this Plan and designated an Incentive Stock Option shall not be adjusted in a manner that causes the Option to fail to continue to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

(g) Except as hereinbefore expressly provided in this Section 12, a Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of shares of Common Stock subject to an Award. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

13. RIGHTS AS A STOCKHOLDER; NONTRANSFERABILITY.

(a) A Participant or a transferee of an Award shall have no rights as a stockholder with respect to any Shares covered by such Award until the date of the issuance of a stock certificate such Participant or transferee for such Shares. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 7(f) or Section 12 hereof.

(b) NONTRANSFERABILITY OF AWARDS. Awards granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution, and Options and Stock Appreciation Rights may be exercised, during the lifetime of the Participant, only by the Participant. Notwithstanding the preceding sentence, the Committee, in its sole discretion, may permit the assignment or transfer of Awards (other than Incentive Stock Options except if permitted pursuant to Section 422 of the Code) and the exercise thereof by a person other than a Participant, on such terms and conditions as the Committee may determine.

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14. OTHER PROVISIONS.

The Award Agreements authorized under the Plan shall contain such other provisions, including, without limitation, (i) the imposition of restrictions upon the exercise of rights pertaining to an Award and (ii) the inclusion of any condition not inconsistent with an Option designated by the Committee as an Incentive Stock Option qualifying as an Incentive Stock Option, as the Committee shall deem advisable, including provisions with respect to compliance with federal and applicable state securities laws. In furtherance of the foregoing, at the time of any exercise of rights pertaining to an Award, the Committee may, if it shall determine it necessary or desirable for any reason, require the Participant as a condition to the exercise thereof, to deliver to the Committee a written representation of the Participant’s present intention to purchase the Common Stock for investment and not for distribution. If such representation is required to be delivered, an appropriate legend may be placed upon each certificate delivered to the Participant upon his exercise of part or all of the rights pertaining to an Award and a stop transfer order may be placed with the transfer agent. Each such Award shall also be subject to the requirement that, if at any time the Committee determines, in its discretion, that either (i) the listing, registration or qualification of Common Stock subject to an Award upon any securities exchange or under any state, federal or foreign law, or (ii) the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase of Common Stock thereunder, the rights pertaining to an Award may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. A Participant shall not have the power to require or oblige the Company to register any Common Stock subject to an Award.

15. AGREEMENT BY PARTICIPANT REGARDING WITHHOLDING TAXES

(a) No later than the date of exercise of any Option or Stock Appreciation Right, or the distribution of Shares to a Participant pursuant to a Restricted Share or Deferred Share Award, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld, and may satisfy minimum withholding consequences through the surrender of shares subject to the Award; and

(b) The Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to an Award.

16. TERM OF PLAN

Unless earlier terminated by the Board,Awards may be granted pursuant to the Planfrom time to time within a period of ten (10) years from the dateuntil March 26, 2012,on whichthe date this Planis adopted by the Board, provided that nowill terminate except as to Awards then outstanding. No Award(s) granted under the Planwhich relate(s) to the issuance of Shares in excess of the original 2,000,000 Shares approved by the Company’s stockholders on May 28, 2002,shall become effective, vested, or exercisable unless anduntilthethis amended and restated Plan shall have been approved by the Company’s stockholders.

17. SAVINGS CLAUSE

Notwithstanding any other provision hereof, this Plan is intended to qualify as a plan pursuant to which Incentive Stock Options may be issued under Section 422 of the Code. If this Plan or any provision of this Plan shall be held to be invalid or to fail to meet the requirements of Section 423422 of the Code).Code or the regulations promulgated thereunder, such invalidity or failure shall not affect the remaining parts of this Plan, but rather it shall be construed and enforced as if the Plan or the affected provision thereof, as the case may be, complied in all respects with the requirements of Section 422 of the Code.

12.07 No Employment Rights.B-12

18. AMENDMENT AND TERMINATION OF THE PLAN; MODIFICATION OF AWARDS

(a) The Board may at any time and from time to time suspend, terminate, modify or amend the Plan, does not, directlyprovided that any amendment that requires stockholder approval under applicable law shall be contingent on such approval. Except as provided in Section 7 or indirectly, create in12 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any personAward previously granted unless the written consent of the Participant is obtained.

(b)Modification of Awards. The Committee may modify an Award, provided that no modification to such Award shall materially reduce the participant’s rights or materially increase the participant’s obligations as determined by the Committee.

19. NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan by the Board nor the submission of the Plan to stockholders of the Company for approval shall be construed as creating any right with respectlimitations on the power or authority of the Board to adopt such other or additional incentive or other compensation arrangements of whatever nature as the Board may deem necessary or desirable or preclude or limit the continuation of employment byany other plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group of employees, which the Company or any Subsidiary now has lawfully put into effect, including, without limitation, any retirement, pension, savings and stock purchase plan, insurance, death and disability benefits and executive short-term incentive plans.

20. NATURE OF PAYMENTS

(a) All Awards granted shall be in consideration of services performed for the Company by the Participant, except for inducement Awards, which shall be granted in consideration of a Participant’s agreement to perform services for the Company and itare subject to revocation in the event that such services are not performed.

(b) All Awards granted shall constitute a special incentive benefit to the Participant and shall not be deemed to interferetaken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any way withbenefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company’sCompany or under any Subsidiary Company’s right to terminate,agreement between the Company and the Participant, unless such plan or agreement specifically otherwise modify, any employee’s employment at any time.provides.

12.08 Effect of Plan. 21. NONUNIFORM DETERMINATIONS

The provisionsCommittee’s determinations under this Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards (whether or not such persons are similarly situated). Without limiting the generality of the Planforegoing, the Committee shall in accordance with itsbe entitled, among other things, to make nonuniform and selective determinations which may, inter alia, reflect the specific terms be binding upon,of individual employment agreements, and inureto enter into nonuniform and selective Award Agreements, as to the benefit of, all successors of each Employee participating in the Plan, including, without limitation, such Employee’s estatepersons to receive Awards and the executors, administrators or trustees thereof, heirsterms and legatees, and any receiver, trustee in bankruptcy or representativeconditions of creditors of such Employee.Awards.

12.09 Governing Law. 22. SECTION HEADINGS

The lawsection headings contained herein are for the purpose of convenience only and are not intended to define or limit the Statecontents of Delaware will govern all matters relating to this Plan except to the extent supersededsaid sections.

Adopted, as amended and restated, by the federal lawsBoard of the United States.Directors onMarch 25, 2002.                , 2004.

A-8B-13

EURONET WORLDWIDE, INC.
                  FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON MAY 28, 2003

      THIS
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
[EURCM—EURONET WORLDWIDE] [FILE NAME: ZEURC1.ELX] [VERSION—(1)] [04/14/04] [orig. 04/14/04]
DETACH HERE IF YOU ARE RETURNING YOUR PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EURONET
WORLDWIDE, INC. The undersigned holder of shares of Common Stock of Euronet
hereby appoints Michael J. Brown, Chairman and Chief Executive Officer, or
failing him, Jeffrey B. Newman, Executive Vice President and General Counsel,CARD BY MAIL
Please mark votes as proxy for the undersigned to attend, vote, and act for and on behalf of the
undersigned at the annual meeting of stockholders of Euronet to be held on
Wednesday May 28, 2003 at 2:00 p.m. (Central time), at the offices of Euronet at
4601 College Bou7leveard, Suite 300, Leawood, Kansas 66211, USA and at any
adjournments thereof (the "Meeting"), and hereby revokes any proxy previously
given by the undersigned. Ifin this proxy is not dated, it shall be deemed to be
dated on the date on which this proxy was mailed to Euronet.

      This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, this
proxy will be voted in favor of each of the nominees set forth below and each of
the proposals indicated below.

      example.
Without limiting the general powers hereby conferred, with respect to Euronet'sEuronet’s proposal to elect directors, the shares of Common Stock represented by this proxy are to be:
DIRECTORS
1. Nominees: (01) Thomas A. McDonnellMichael J Brown (02) Daniel R. HenryM. Jeannine Strandjord (03) Paul S. Althesen

[ ]   VOTED Andrew B. Schmitt
FOR ALL NOMINEES

[ ]   
WITHHOLD FROM ALL NOMINEES

[ ]   
For all nominees except as written above
PROPOSALS
FOR ALL EXCEPT AS WRITTEN: ____________________

INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through the nominee's name in the list
below. You shall consent to the election of the remaining nominee.

PROPOSALS

2. Proposal to approve an amendment to the Euronet Worldwide, Inc. 20032002 Employee Stock Purchase Plan.

[ ]   Voted For
[ ]   Voted Against
[ ]   Abstain

3.    Proposal to ratify the selectionIncentive Plan allocating an additonal 1.5 million shares of KPMG as independent auditorsCommon Stock for 2003.

[ ]   Voted For
[ ]   Voted Against
[ ]   Abstain

Please indicate your proposal selection by placing an "X" in the appropriate
numbered box with blue or black ink only.

      distribution under such plan.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
MARK HERE IF YOU PLAN TO ATTEND THE MEETING
Please sign exactly as your name(s) appear(s) on the books of Euronet. When shares of Common Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature:  _____________________________  
Date: __________________________

Signature:  _____________________________  
Date: __________________________