AMENDED AND RESTATED

                                                             AS OF JUNE 14, 2002



                              THE BISYS GROUP, INC.



                           DEFERRED COMPENSATION PLAN



         THIS PLAN (the "Plan"), effective as of the 1st day of September 1997

(the "Effective Date"), and amended and restated as of June 14, 2002, is

established by The BISYS Group, Inc., a Delaware corporation (hereinafter

referred to as the "Employer" or the "Company"),



         WHEREAS, the Employer recognizes the valuable services performed for it

by the employees participating in this Plan (herein the "Participants" or the

"Employees");



         WHEREAS, the Participants of this Plan are members of a select group of

management or highly compensated employees of the Company or its subsidiaries;



         WHEREAS, Employer desires to establish the Plan to allow each

Participant to defer a portion of his or her Compensation and to provide the

retirement, death and other benefits as provided herein;



         WHEREAS, each Participant desires to receive such benefits and to defer

a portion of his or her Compensation;



         WHEREAS, the Employer intends to establish a trust (herein the "Rabbi

Trust") to assist it in meeting its obligations hereunder; and



         WHEREAS, the Employer desires to provide the terms and conditions upon

which the Employer shall pay such benefits to the Participants;



         NOW, THEREFORE, in consideration of these premises, the Employer hereby

declares:





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         1.       Establishment and Purposes.



                  a. Establishment. Employer hereby establishes the Plan as of

the Effective Date.



                  b. Name. The Plan shall be known as "The BISYS Group, Inc.

Deferred Compensation Plan".



                  c. Purpose. The purpose of the Plan is to allow the

Participants to defer a portion of their Compensation in accordance with an

Election to Defer executed as part of the Participation Agreement so that such

amounts may be paid to the Participants (or their beneficiaries) upon

retirement, death or otherwise as specified herein.



         2.       Definitions.



                  Except as otherwise provided herein, the following terms shall

have the definitions hereinafter indicated wherever used in this Plan with

initial capital letters:



                  a. Beneficiary: Any person, entity, or any combination thereof

designated in a Beneficiary Designation form, executed as part of the

Participation Agreement by a Participant, to receive benefits under this Plan in

the event of the Participant's death, or in the absence of any such designation,

the Participant's estate.



                  b. Beneficiary Designation. The provisions of the

Participation Agreement providing for the designation by the Participant of his

or her Beneficiary or Beneficiaries, as amended from time to time by the

Participant.



                  c. Code: The Internal Revenue Code of 1986, as amended.



                  d. Compensation: All wages, salaries, and incentive

compensation amounts payable pursuant to the Company's annual incentive

compensation plan, and excluding any and all other compensation to be paid to a

Participant for services rendered to the Employer, including without limitation

any commissions, any income earned as a result of the exercise of stock options

or any disqualifying disposition of shares acquired pursuant to the





                                     - 2 -

<PAGE>

exercise of options and any income resulting from the forgiveness of loans or

interest thereon or the reimbursement of relocation expenses.



                  e. Deferred Compensation Account: The term "Deferred

Compensation Account" shall have the meaning set forth in Section 4 of this

Plan.



                  f. Disability: A Participant shall be considered "disabled" if

he or she is considered disabled for a period of 180 consecutive days during a

period of 365 consecutive days under the Employer's long-term disability plan

maintained for employees generally, provided that if there is no such plan at

the time, the Participant shall be considered "disabled" if he or she is unable

to substantially perform his or her regular duties at his or her regular

business location because of a physical or mental injury or illness for a period

of 180 consecutive days during a period of 365 consecutive days. The Employer

may rely on the determination made by the Company's long-term disability insurer

(whether or not the Employee is enrolled in such plan) or by a physician

selected by the Employer in determining whether a "Disability" exists.



                  g. Earnings: The amount credited to each Participant's

Deferred Compensation Account as Earnings as provided in Section 4 hereof.

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