Amendment No. 2 To 2005 Employee Stock Purchase Plan

AMENDMENT NO. 2
TO
THE BISYS GROUP, INC.
2005 EMPLOYEE STOCK PURCHASE PLAN 1. Section 4.01 of the Plan is amended to read as follows: 4.01. Number of Shares . The total number of shares of Common Stock for which Options may be granted under this Plan shall not exceed in the aggregate eight hundred thousand (800,000) shares of Common Stock. The Plan will be implemented by an Offering of shares of Common Stock (the " Offering" ). The Offering shall begin on January 1, 2005 and shall terminate on June 30, 2006.2. Subsection (b) of Section 7.03 of the Plan (" Option Price" ) is amended to read as follows: (b) 85% of the fair market value of a share of Common Stock subject to the Option on June 30, 2006, based upon the last sale price of a share of Common Stock on the New York Stock Exchange on that date.3. Section 8.01 of the Plan is amended to read as follows: 8.01. Automatic Exercise . Unless a Participant gives written notice to the Company of withdrawal pursuant to Section 9.01, his Option to acquire Common Stock with payroll deductions made during any Offering will be deemed to have been exercised automatically on June 30, 2006 for the purchase of the number of shares of Common Stock which the accumulated pay ...