2006 Employee Stock Purchase Plan

As Amended on September 21, 2006 THE BISYS GROUP, INC. 2006 Employee Stock Purchase Plan Section 1. Purpose . The purpose of The BISYS Group, Inc. 2006 Employee Stock Purchase Plan (the " Plan" ) is to promote the interests of The BISYS Group, Inc., a Delaware corporation (the " Company" ) and any Subsidiary thereof (as hereinafter defined), and its stockholders by providing an opportunity to certain current employees of the Company or any Subsidiary thereof to purchase Common Stock of the Company. By encouraging such stock ownership, the Company seeks to attract, retain and motivate such employees and to encourage such employees to devote their best efforts to the business and financial success of the Company. It is intended that the Plan qualify as an " employee stock purchase plan" under Section 423 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 Section 423. 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. 2.01. " Base Pay" shall be determined as the annualized base salary rate as of September 10, 2006 for a salaried Employee or the hourly rate as of September 10, 2006 of an hourly Employee multiplied by the estimated number of regularly scheduled hours of work per week for such Employee as of September 10, 2006 and annualized. The calculation of Base Pay shall be made without regard to payments for overtime, shift premium, bonuses and other special payments, commissions and other incentive payments. The foregoing notwithstanding, " Base Pay" for employees compensated on a commission-only basis, shall be considered to be $100,000 solely for purposes of the Plan. 2.02. " Board of Directors" shall mean the Board of Directors of the Company. 2.03. " Committee" shall mean the committee of the Board of Directors referred to in Section 5 hereof. 2.04. " Common Stock" shall mean the Common Stock, $.02 par value, of the Company. 2.05. " Eligibility Date" shall mean October 10, 2006. 2.06. " Employee" shall mean any person, including an officer of the Company or an officer or director of a Subsidiary of the Company, who is customarily employed on a full-time or part-time basis by the Company or a Subsidiary of the Company and is regularly scheduled to work at least 20 hours per week. 2.07. " Offering" shall have the meaning described in Section 4.01. 2.08. " Option" shall mean any option to purchase Common Stock granted to an Employee pursuant to this Plan. 2.09. " Participant" shall mean any Employee that is eligible to participate in the Plan and who elects to participate in the Plan. 2.10. " Parent of the Company" shall have the meaning set forth in Section 424(e) of the Code. 2.11. " Subsidiary of the Company" shall have the meaning set forth in Section 424(f) of the Code. Section 3. Eligibility and Participation . The following provisions shall govern the eligibility of Employees to participate in the Plan.

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3.01. Initial Eligibility . Any Employee who shall have completed one (1) month of employment as of October 10, 2006 (including, for Employees who become Employees by virtue of an Acquisition, employment with the acquired company) shall be eligible to participate in the Offering. 3.02. Restrictions on Participation . Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an Option under the Plan: (a) If, immediately after such grant, such Employee would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of any of the Company, a Subsidiary of the Company or the Parent of the Company, such ownership to be determined by applying the rules of Section 424(d) of the Code and treating stock which the Employee may purchase under outstanding options as stock owned by the Employee; or (b) Which would permit his rights to purchase stock under the Plan (and under any other plans of the Company qualifying under Section 423 of the Code) to accrue at a rate which exceeds $25,000 based on the fair market value of a share of Common Stock on the date of grant during calendar year 2006 (or 2005, if applicable); notwithstanding the foregoing, the Employee' s right to purchase stock in 2006 under the 2005 Employee Stock Purchase Plan shall first be applied against the $25,000 limit for 2005 and shall not be applied against the $25,000 limit for 2006 unless (and only to the extent that) the Employee exceeds the $25,000 limit for 2005); or (c) If the exercise of such Option would result in the Employee acquiring a cumulative total of more than 2,500 shares of Common Stock under the Plan. 3.03. Commencement of Participation . An eligible Employee may become a Participant in the Plan by completing an authorization for a payroll deduction on the form provided by the Company and filing it with the Company on or before the date set therefor. Payroll deductions shall be made from a Participant' s Base Pay and shall commence on the first regularly scheduled payday after the Eligibility Date where practicable and shall terminate on the last regularly scheduled payday on or before December 31, 2006, unless sooner terminated by the Participant pursuant to Section 9.01. Section 4. Common Stock Subject to the Plan . 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 October 10, 2006 and shall terminate on December 31, 2006. 4.02. Reissuance . 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 Committee 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 may again be subject to an Option granted under this Plan. Section 5. Administration of the Plan . 5.01. Committee . The Plan shall be administered by a committee (the " Committee" ), which shall be established by the Board of Directors and shall consist of no less than two persons. All members of the Committee shall be " Non-Employee Directors" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. The Committee shall be appointed from time to time by, and shall serve ...