Bisys 401(K) Savings Plan

THE BISYS GROUP, INC.
401(k) SAVINGS PLAN


Amended and Restated Effective As of January 1, 1997


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TABLE OF CONTENTS
Page
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BACKGROUND INFORMATION.........................................................1


ARTICLE I- DEFINITIONS......................................................2
1.01 Account............................................................2
1.02 Accounting Date....................................................2
1.03 Authorized Leave of Absence........................................2
1.04 Beneficiary........................................................2
1.05 Board..............................................................2
1.06 Code...............................................................2
1.07 Committee..........................................................2
1.08 Compensation.......................................................2
1.09 Disability.........................................................4
1.10 Discretionary Employer Contributions...............................4
1.11 Discretionary Employer Contributions Account.......................5
1.12 Effective Date.....................................................5
1.13 Eligible Employee..................................................5
1.14 Employee...........................................................5
1.15 Employer...........................................................5
1.16 Employer Matching Contributions....................................5
1.17 Employer Matching Contributions Account............................5
1.18 Employment Commencement Date.......................................5
1.19 Entry Date.........................................................5
1.20 ERISA..............................................................6
1.21 Highly Compensated Employee........................................6
1.22 Hour of Service....................................................6
1.23 Income.............................................................7
1.24 Investment Manager.................................................8
1.25 Leased Employee....................................................8
1.26 Nonforfeitable.....................................................8
1.27 Nonhighly Compensated Employee.....................................8
1.28 Normal Retirement Age..............................................8
1.29 Participant........................................................8
1.30 Plan...............................................................8
1.31 Plan Administrator.................................................9
1.32 Plan Year..........................................................9
1.33 Qualified Matching Contributions...................................9
1.34 Qualified Matching Contributions Account...........................9
1.35 Qualified Non-Elective Contributions...............................9
1.36 Qualified Non-Elective Contributions Account.......................9
1.37 Reemployment Commencement Date.....................................9
1.38 Related Employers..................................................9
1.39 Salary Deferral Contributions......................................9
1.40 Salary Deferral Contributions Account..............................9
1.41 Separation from Service...........................................10
1.42 Service...........................................................10
1.43 Trust.............................................................10
1.44 Trust Fund........................................................10
1.45 Trustee...........................................................10
1.46 Valuation Date....................................................10
1.47 Year of Service...................................................10
1.48 Terms Defined Elsewhere...........................................10


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ARTICLE II - PARTICIPATION.................................................12
2.01 Participation Requirements........................................12
2.02 Participation Upon Reemployment...................................12


ARTICLE III - CONTRIBUTIONS................................................13
3.01 Individual Accounts...............................................13
3.02 Salary Deferral Contributions.....................................13
3.03 Dollar Limitation on Salary Deferral Contributions................14
3.04 Limitation Applicable to Salary Deferral Contributions............15
3.05 Distribution of Excess Salary Deferral Contributions..............17
3.06 Qualified Non-Elective Contributions..............................18
3.07 Employer Matching Contributions...................................19
3.08 Limitation Applicable to Employer Matching Contributions..........19
3.09 Distribution of Excess Aggregate Contributions....................22
3.10 Qualified Matching Contributions..................................23
3.11 Discretionary Employer Contributions..............................23
3.12 Forfeitures.......................................................23
3.13 Voluntary Contributions and Qualified Voluntary Contributions.....23
3.14 Rollover and Transfer Contributions...............................24
3.15 Return of Contributions...........................................24


ARTICLE IV - LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS..........26
4.01 Definitions.......................................................26
4.02 Annual Addition Limitations.......................................29
4.03 Overall Limitations...............................................30
4.04 Further Reductions of Contributions...............................31


ARTICLE V - TERMINATION OF SERVICE; PARTICIPANT VESTING....................32
5.01 Vesting...........................................................32
5.02 Year of Service -- Vesting........................................32
5.03 Break in Service -- Vesting.......................................33
5.04 Vesting Computation Period........................................33
5.05 Included Years of Service -- Vesting..............................33
5.06 Forfeiture Occurs.................................................33
5.07 Cash-Out Distributions to Partially-Vested Participants...........34
5.08 Restoration of Forfeited Portion of Account.......................34


ARTICLE VI - TIME AND METHOD OF PAYMENT OF BENEFITS........................36
6.01 Benefits Upon Retirement, Disability or Separation from Service...36
6.02 Notice Regarding Payment Options and Failure of Participant to
Make an Election..................................................36
6.03 Method of Payment of Benefits at Retirement, Disability or
Separation from Service...........................................37
6.04 Waiver Election -- Qualified Joint and Survivor Annuity...........37
6.05 Optional Forms of Payment.........................................38
6.06 Cash-Out of Small Amounts.........................................38
6.07 Required Beginning Date...........................................39
6.08 Minimum Distribution Requirements.................................39
6.09 Participant Benefit Payment Election..............................41
6.10 Reemployment of Participants Receiving Payments...................41
6.11 Lost Participant or Beneficiary...................................42
6.12 Facility of Payment...............................................42
6.13 Distributions Under Domestic Relations Orders.....................42
6.14 Withholding on Distributions......................................44


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6.15 No Distribution Prior to Separation from Service, Death or
Disability........................................................44
6.16 Eligible Rollover Distributions...................................44


ARTICLE VII - PRE-RETIREMENT DEATH BENEFITS................................46
7.01 Benefit Payable in the Event of Death Before Benefit
Commencement Date.................................................46
7.02 Waiver Election for Married Participants..........................46
7.03 Timing and Form of Distributions..................................47
7.04 Cash-Out of Small Death Benefit Amounts...........................47
7.05 Designation of Beneficiary........................................48
7.06 Failure of Beneficiary Designation................................48


ARTICLE VIII - LOANS; IN-SERVICE WITHDRAWALS...............................49
8.01 Loans.............................................................49
8.02 Loan Terms and Conditions.........................................50
8.03 Withdrawals from Rollover Contributions Account, Transfer
Contributions Account, Voluntary Contributions Account and
Qualified Voluntary Contributions Account.........................51
8.04 In-Service Withdrawal On or After Age 59 1/2......................52
8.05 Hardship Withdrawals..............................................52


ARTICLE IX - EMPLOYER ADMINISTRATIVE PROVISIONS............................54
9.01 Information to Plan Administrator.................................54
9.02 No Liability......................................................54
9.03 Indemnity of Committee............................................54
9.04 Indemnity of Trustee..............................................54
9.05 Employer Direction of Investment..................................55


ARTICLE X - PARTICIPANT ADMINISTRATIVE PROVISIONS..........................56
10.01 Personal Data to Plan Administrator............................56
10.02 Address for Notification.......................................56
10.03 Assignment or Alienation.......................................56
10.04 Participant Direction of Investment............................56
10.05 Litigation Against the Trust...................................57
10.06 Information Available..........................................57
10.07 Claims Procedure...............................................57


ARTICLE XI - ADMINISTRATION OF THE PLAN....................................59
11.01 Allocation of Responsibility Among Fiduciaries for Plan and
Trust Administration...........................................59
11.02 Appointment of Committee.......................................59
11.03 Committee Procedures...........................................59
11.04 Records and Reports............................................60
11.05 Other Committee Powers and Duties..............................60
11.06 Rules and Decisions............................................61
11.07 Application and Forms for Benefits.............................61
11.08 Authorization of Benefit Payments..............................61
11.09 Funding Policy.................................................61
11.10 Fiduciary Duties...............................................61
11.11 Allocation or Delegation of Duties and Responsibilities........62
11.12 Separate Accounting............................................62
11.13 Value of Participant's Account.................................63
11.14 Account Adjustments............................................63
11.15 Valuation of Trust Fund........................................63
11.16 Individual Statement...........................................64


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ARTICLE XII - TOP-HEAVY RULES..............................................65
12.01 Minimum Employer Contribution..................................65
12.02 Top-Heavy Vesting..............................................65
12.03 Additional Contribution........................................66
12.04 Determination of Top-Heavy Status..............................66
12.05 Limitation of Allocations......................................67
12.06 Definitions....................................................67


ARTICLE XIII - MISCELLANEOUS...............................................69
13.01 Evidence.......................................................69
13.02 No Responsibility for Employer Action..........................69
13.03 Fiduciaries Not Insurers.......................................69
13.04 Waiver of Notice...............................................69
13.05 Successors.....................................................69
13.06 Word Usage.....................................................70
13.07 Headings.......................................................70
13.08 State Law......................................................70
13.09 Employment Not Guaranteed......................................70
13.10 Payment of Plan Expenses.......................................70


ARTICLE XIV - EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION....................71
14.01 Exclusive Benefit..............................................71
14.02 Amendment by Employer..........................................71
14.03 Amendment to Vesting Provisions................................71
14.04 Discontinuance.................................................72
14.05 Full Vesting on Plan Termination...............................72
14.06 Merger, Direct Transfer and Elective Transfer..................72
14.07 Termination of the Plan........................................73


Schedule I - Recognition of Prior Service with Certain Acquired Entities......74


Schedule II - Alternative Vesting Schedules for Certain Participants..........75


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THE BISYS GROUP, INC.
401(k) SAVINGS PLAN


BACKGROUND INFORMATION


The BISYS Group, Inc. (formerly BISYS, Inc.) (the "Employer") hereby amends and restates the BISYS 401(k) Savings Plan as The BISYS Group, Inc. 401(k) Savings Plan (the "Plan") to provide retirement benefits to eligible employees of the Employer and Related Employers which have adopted the Plan. The original plan, known as the BISYS 401(k) Savings Plan, was established effective November 1, 1989, as a profit sharing plan with a cash or deferred feature, and has been amended from time to time thereafter.


The Plan is amended and restated effective as of January 1, 1997, and such other dates as are set forth herein, to change the form of the Plan from a prototype plan to an individually designed plan, to update the Plan for changes in applicable law (including the General Agreement on Tariffs and Trade, the Uniformed Services Employment and Reemployment Rights Act, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997) and in other respects. Effective January 1, 1999, the name of the Plan shall be The BISYS Group, Inc. 401(k) Savings Plan. The provisions of this amended and restated Plan shall apply solely to an Employee whose employment with the Employer and Related Employers participating in the Plan terminates on or after the Effective Date of this restated Plan. An Employee whose employment with the Employer and Related Employers participating in the Plan terminates prior to the Effective Date of this restated Plan shall be entitled to a benefit, if any, as determined under the provisions of the Plan in effect on the date his employment terminated.


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ARTICLE I


DEFINITIONS


Each word and phrase defined in this Article I shall have the following meaning whenever such word or phrase is capitalized and used herein unless a different meaning is clearly required by the context of this agreement.


1.01 Account means the separate bookkeeping account that the Plan Administrator or the Trustee shall maintain for a Participant pursuant to this Plan.


1.02 Accounting Date means the last day of the Plan Year. Except as otherwise provided herein, the Plan Administrator shall make Plan allocations for a particular Plan Year as of the Accounting Date of that Plan Year.


1.03 Authorized Leave of Absence means a leave of absence granted in accordance with the nondiscriminatory and uniform policies and procedures of the Employer or Related Employer.


1.04 Beneficiary means a person, whether an individual, legal representative, estate or other entity, designated by a Participant pursuant to Section 7.05, who is or may become entitled to a benefit under the Plan. A Beneficiary who becomes entitled to a benefit under the Plan shall remain a Beneficiary under the Plan until the Trustee has fully distributed his benefit to him. A Beneficiary's right to (and the Plan Administrator's or Trustee's duty to provide to the Beneficiary) information or data concerning the Plan shall not arise until he first becomes entitled to receive a benefit under the Plan.


1.05 Board means the board of directors of The BISYS Group, Inc.


1.06 Code means the Internal Revenue Code of 1986, as amended from time to time.


1.07 Committee means the person or persons appointed pursuant to Section 11.02 as the Committee, as from time to time constituted, to assist the Employer in the administration of the Plan in accordance with Article XI.


1.08 Compensation means, effective January 1, 1999, the Participant's wages, salaries, fees for professional services and other amounts received for a Plan Year (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent such amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses). Compensation also includes Elective Contributions made by the Employer on the Employee's behalf. "Elective Contributions" are amounts excludible from the Employee's gross income under Code Sections 402(e)(3), 402(h), 125 or 403(b). A Compensation payment includes


- 2 - 8 Compensation paid by the Employer to an Employee through another person under the common paymaster provisions of Sections 3121(s) and 3306(p) of the Code. Compensation does not include:


(a) Employer contributions (other than Elective Contributions)
to a plan of deferred compensation to the extent the contributions are
not included in the gross income of the Employee for the taxable year
in which contributed, Employer contributions made on behalf of an
Employee to a simplified employee pension plan under Code Section 408
to the extent such contributions are excludible from the Employee's
gross income, and any distributions from a plan of deferred
compensation, regardless of whether such amounts are includible in the
gross income of the Employee when distributed.


(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by an Employee
either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture.


(c) Amounts realized from the sale, exchange, or other
disposition of stock acquired under a qualified stock option.


(d) Other amounts which receive special tax benefits, such as
premiums for group term life insurance (but only to the extent that the
premiums are not includible in the gross income of the Employee), or
contributions made by an Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity contract
described in Code Section 403(b) (whether or not the contributions are
excludible from the gross income of the Employee), other than Elective
Contributions.


(e) Reimbursements and other expense allowances, fringe
benefits (cash and non-cash), moving expenses, deferred compensation
(other than Elective Contributions), and welfare benefits (including
payments by the Employer on account of an Employee's short-term
disability).


(f) With respect to Highly Compensated Employees only,
premiums for executive split dollar life insurance which are includible
in the gross income of such Employee, and taxable income to such an
Employee which is attributable to the forgiveness of a loan by the
Employer.


Effective June 1, 1999, only Compensation earned while a Participant in the Plan shall be considered for purposes of determining contributions under the Plan with respect to such Participant.


Any reference in this Plan to Compensation is a reference to the definition in this Section 1.08, unless the Plan reference specifies a modification to this definition. The Plan Administrator will take into account only Compensation actually paid for the relevant period.


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For Plan Years beginning on or after January 1, 1994, in addition to other applicable limitations set forth in the Plan and notwithstanding any other provision of the Plan to the contrary, the annual Compensation of each Employee taken into account under the Plan shall not exceed $150,000 (as adjusted by the Commissioner of Internal Revenue for increases in the cost of living in accordance with Code Section 401(a)(17)(B)). For any Plan Year beginning after December 31, 1988, but prior to January 1, 1994, the Plan Administrator shall take into account only the first $200,000 (or beginning January 1, 1990, such larger amount as the Secretary of the Treasury prescribed) of any Participant's Compensation.


The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding twelve (12) months, over which Compensation is determined (the "Determination Period") beginning in such calendar year. If a Determination Period consists of fewer than twelve months, the compensation limit described in this Section will be multiplied by a fraction, the numerator of which is the number of months in the Determination Period, and the denominator of which is twelve. If Compensation for any prior year is taken into account in determining a Participant's allocations under the Plan for a Plan Year, then Compensation for such prior year shall be subject to the annual compensation limitation in effect for that prior year.


For any Plan Year beginning after December 31, 1988 and prior to January 1, 1997, the compensation limitation applies to the combined Compensation of the Employee and of any family member aggregated with the Employee under the rules of Code Section 414(q)(6), who is either the Employee's spouse or the Employee's lineal descendant under the age of 19 at the close of the Plan Year. If, for a Plan Year, the combined Compensation of the Employee and such family members who are Participants entitled to an accrual for that Plan Year exceeds the applicable compensation limitation, Compensation for each such Participant means his Adjusted Compensation. "Adjusted Compensation" is the amount which bears the same ratio to the compensation limitation as the affected Participant's Compensation (without regard to the compensation limitation) bears to the combined Compensation of all the affected Participants in the family unit.


Prior to January 1, 1999, Compensation shall be determined in accordance with Code Section 3401(a), but including pre-tax elective contributions. Prior to June 1, 1999, Compensation shall not be limited to compensation earned while a Participant participating in the Plan.


1.09 Disability means an illness or injury of a potentially permanent nature, expected to last for a continuous period of not less than twelve months, certified by a physician selected by or satisfactory to the Employer, which prevents the Employee from engaging in any occupation for wage or profit for which the Employee is reasonably fitted by training, education or experience.


1.10 Discretionary Employer Contributions means contributions to a Participant's Discretionary Employer Contributions Account pursuant to Section 3.11.


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1.11 Discretionary Employer Contributions Account means that portion of a Participant's Account credited with Discretionary Employer Contributions pursuant to Section 3.11, and adjustments thereto.


1.12 Effective Date means January 1, 1997, the date on which the provisions of this amended and restated Plan become effective, except as otherwise provided herein. The Effective Date of the original plan was November 1, 1989.


1.13 Eligible Employee means an Employee of the Employer other than (i) an Employee covered by a collective bargaining agreement under which retirement benefits were the subject of good faith bargaining (unless such agreement provides for participation in this Plan), (ii) an Employee who is a nonresident alien and who receives no earned income within the meaning of Code Section 911(a)(2) from the Employer which constitutes income from sources within the United States, (iii) effective as of June 1, 1999, a Leased Employee or (iv) temporary employees.


Notwithstanding the foregoing, an individual who becomes an Employee of the Employer due to the merger or acquisition of his previous employer into or by the Employer, shall become an Eligible Employee as soon as administratively practicable after the merger or acquisition (but not later than the last day of the Plan Year next following such merger or acquisition), except as may be provided otherwise in Schedule I to the Plan.


1.14 Employee means any person who receives remuneration for personal services rendered to the Employer or any Related Employer as a common law employee. A person who would be receiving such remuneration except for an Authorized Leave of Absence shall also be considered an Employee. If the Employer or a Related Employer does not characterize a person as an Employee and is later required to recharacterize a person's status with the Employer as an Employee, the person will be treated as an Employee for Plan eligibility prospectively from the date of recharacterization.


1.15 Employer means The BISYS Group, Inc., a Delaware corporation, and any Relat ...