Executive Life Insurance Plan

THE BISYS GROUP, INC.
EXECUTIVE LIFE INSURANCE PLAN


THIS SPLIT DOLLAR PLAN (the "Plan"), made and established as of the 1st day of January, 1998 (the "Effective Date"), by THE BISYS GROUP, INC., a Delaware corporation, (hereinafter referred to as the "Company" or the "Employer"),


WITNESSETH THAT:


WHEREAS, the Employer desires to establish this Plan for the benefit of certain of its employees (herein "Employees" or "Participants");


WHEREAS, this Plan will provide certain life insurance benefits for each Participant in the event of his or her death as provided herein, under a policy of life insurance insuring the life of the Participant (hereinafter referred to as the "Policy");


WHEREAS, the benefits provided herein replace certain group term insurance benefits previously provided by the Company for the Employees;


WHEREAS, the Company is willing to pay all of the premiums due on the Policy as an additional employment benefit for each Participant, on the terms and conditions hereinafter set forth;


WHEREAS, each Employee (or a trust established by the Employee, or another person or entity designated by the Employee) shall be the owner ("Owner") of each Policy on the Employee's life hereunder and, as such, shall possess all incidents of ownership in and to such Policy;


WHEREAS, the Company wishes to have the Policies collaterally assigned to it by the Owner, in order to secure the


- 1 - 2 repayment of the amounts which it will pay toward the premiums on the Policies, and to allow the Company to exercise any and all investment and other similar rights with respect to the Policy;


WHEREAS, the Company intends that by such collateral assignments the Company shall receive only the right to such repayment, with the Owner retaining certain other ownership rights in the Policy, as specified herein; and


WHEREAS, the Company may assign or otherwise transfer some or all of its rights under such collateral assignments to a trust which may be established by Company (herein the "Rabbi Trust");


NOW, THEREFORE, the Employer hereby establishes the Plan on the following terms and conditions:


1. Establishment and Purpose. Employer hereby establishes the Plan as of the Effective Date. The Plan shall be known as "The BISYS Group, Inc. Executive Life Insurance Plan" or "The BISYS Group, Inc. Split Dollar Plan." The purpose of the Plan is to provide death benefits to the Participants' beneficiaries in certain events.


2. Definitions. Except as otherwise provided herein, the following terms shall have the definitions hereinafter indicated whenever used in this Plan with initial capital letters:


(a) "Employee": An employee of the Employer selected by the Employer to participate in this Plan, and who elects to participate in this Plan by executing and delivering to the Employer a Participation Agreement in substantially the form of Exhibit 1 attached hereto or as amended or replaced by the Company from time to time, provided that all Participants herein shall be members of a select group of management or highly compensated employees.


(b) "Insurer": The life insurance company issuing the Policy on the life of an Employee.


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(c) "Participant": The term "Participant" shall have the same definition herein as the term "Employee", provided that in the event the Participation Agreement designates an irrevocable life insurance trust or other designee as the Owner, notwithstanding any other provision herein, such trust or other designee shall be treated as a "Participant" hereunder to the extent applicable, and such trust or other designee shall be deemed to own all the "incidents of ownership" that otherwise would be held by the Employee (the "term incidents of ownership" shall have the same definition as in Section 2042 of the Internal Revenue Code of 1986 as amended, and all regulations thereunder), and the Employee shall have no "incidents of ownership" in the Policy.


(d) "Participation Agreement": An agreement in the form attached hereto as Exhibit 1 and hereby incorporated herein by this reference, and as may be amended or replaced by the Company from time to time.


(e) "Plan": This The BISYS Group, Inc. Executive Life Insurance Plan established hereby.


3. Eligibility. The Company shall determine which individuals may participate in this Plan. In order to be a Participant in this Plan an individual shall execute (i) a Participation Agreement, and (ii) a collateral assignment document (herein "Collateral Assignment"), both in the form and manner permitted by the Company, and shall deliver both the Participation Agreement and the Collateral Assignment to the Company as the Company shall determine. Also, in order to be a Participant herein, the Participant must cooperate in the acquisition of the Policy on such Participant's life to the extent reasonably necessary.


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4. Acquisition of the Policy. The Company and each Participant shall cooperate to the extent necessary in acquiring a Policy in the initial face amount set forth in the applicable Participation Agreement. The Company and each Participant hereto agree that they will take all necessary action to cause an Insurer to issue the Policy on the life of the Employee, and shall take any further action which may be necessary to cause the Policy on the life of each Employee to conform to the provisions of this Plan. The rights of the Owner and the Company with respect to each Policy acquired hereunder shall be subject to the terms and conditions of this Plan, the applicable Participation Agreement, and the applicable Collateral Assignment.


5. Policy Ownership.


(a) The Owner shall be the sole and absolute owner of the Policy on the Employee's life, and may exercise all ownership rights granted to the owner thereof by the terms of the Policy, except as may otherwise be provided herein.


(b) It is the intention of the Company that in regards to the Collateral Assignment executed by each Owner to the Company in connection herewith that the Owner shall retain all rights which the Policy grants to the owner thereof except that the Company hereunder shall have the rights (i) to be repaid the amounts which it has paid toward the premiums on the Policy, and (ii) to exercise any and all investment and other similar rights with respect to the Policy. Specifically, but without limitation, the Company shall neither have nor exercise any right as collateral assignee of the Policy which could in any way defeat or impair the Owner's right to receive the cash surrender value or the death proceeds of the Policy in excess of the amount due the Company hereunder. All provisions of this Plan and of


- 4 - 5 such Collateral Assignments shall be construed so as to carry out such intention.


6. Policy Dividends. Any dividend declared on a Policy, if any, shall be applied, at the option of the Company either (i) to purchase one year term insurance on the life of the Employee, (ii) to reduce the premiums payable on the Policy; (iii) to purchase paid-up additional insurance on the life of the Employee; or (iv) as the Company may otherwise designate. The Company may change the option selected at any time and from time to time.


7. Payment of Premiums.


(a) On or before the due date of each scheduled Policy premium, or within the grace period provided therein, the Company shall pay the full amount of the premium to the Insurer, and shall, upon request, promptly furnish the Employee evidence of timely payment of such premium. The Company shall annually furnish the Employee a statement of the amount of income reportable by the Employee for federal and state income tax purposes as a result of its payment of such premiums and the insurance protection provided to the Owner as the policy beneficiary.


(b) Notwithstanding any other provision herein, the Company shall only be obligated to pay the scheduled premiums hereunder with respect to a Policy (or Policies) on an Employee's life for (i) ten (10) years for Participants age 54 or less at the time Employee becomes a Participant hereunder, or (ii) for six (6) years for Participants age 55 or more at the time Employee becomes a Participant hereunder.


(c) Notwithstanding any other provision herein, an Employee or Owner may elect to pay additional premiums with


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