Non-employee Director's Stock Option Plan

As amended effective June 18, 1998)


THE BISYS GROUP, INC.


NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


SECTION 1. Purpose. The purpose of The BISYS Group, Inc. Non-Employee Directors' Stock Option Plan (the "Plan") is to promote the interests of The BISYS Group, Inc., a Delaware corporation (the "Company"), and its stockholders by providing a means to attract and retain highly-qualified non-employee directors through the grant of options to purchase Common Stock of the Company. By encouraging such stock ownership, the Company also seeks to develop in its non-employee directors a sense of personal involvement in the business and financial success of the Company, and to align the interests of such directors with those of the Company's stockholders. It is intended that this purpose will be effected by the granting of "non-qualified stock options" to acquire the Common Stock of the Company. Under the Plan and subject to the restrictions contained therein, the Board of Directors shall have the authority to grant "non-qualified stock options" as described in Treasury Regulation 1.83-7 of any successor regulation thereto. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERlSA"). In addition, it is intended that the grant of options pursuant to the Plan shall not affect the status of the Company's non-employee directors as "disinterested persons" within the meaning of Rule 16b-3(a)(2)(i).


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


2.1. "Board of Directors" shall mean the Board of Directors of the Company.


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


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


2.4. "Common Stock" shall mean the common stock, $.02 par value, of the Company.


2.5. "Non-Employee Director" shall mean a duly elected and serving member of the Board of Directors who is not also, and who, for a period of at least one year has not been, an employee of the Company or of any parent or subsidiary of the Company.


2.6. "Option" shall mean any stock option granted to a Non-Employee Director pursuant to this Plan.


SECTION 3. Participation. Each Non-Employee Director shall participate in the Plan.


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SECTION 4. Common Stock Subject to the Plan.


4.1. Number of Shares. Subject to Section 7 hereof, the total number of shares of Common Stock for which Options may be granted under this Plan shall not exceed in the aggregate 275,000 shares of Common Stock.


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


SECTION 5. Administration of the Plan.


5.1. Committee. The Plan shall be administered by the Board of Directors or, if established at any time by the Board of Directors, by a committee thereof (the "Committee") consisting of members of the Board of Directors who are not Non-Employee Directors. The Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. Notwithstanding any other provision of the Plan, Options may only be granted under this Plan in compliance with Section 5.6 hereof, and the Board of Directors (or the Committee) may not exercise any discretion with respect thereto.


5.2. Interpretations. The Board of Directors (or the Comm ...