THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

BISYS Group, Inc. (The) (BSG)

5/10/2006 Proxy Information

The Board of Directors approved and the Company made loans to certain executive officers, one of whom was also a Director of the Company, in November 1999 to assist them in exercising non-qualified stock options, retaining the underlying shares and paying the applicable taxes resulting from such exercises. The loans accrued interest at the rate of 2.48% . These are the only loans made by the Company to executive officers or Directors that were outstanding during fiscal 2005, and no portion of the loans has been forgiven. During the 2005 fiscal year, the largest principal amount of the loans outstanding to such persons were as follows: Mr. Lynn Mangum, former Chairman of the Board (President, Chief Executive Officer and Chairman of the Board at the time of the loan) ($5,636,968); and Mr. Jones ($2,479,501). Messrs. Mangum and Jones repaid a portion of their loans in accordance with their terms in September 2004, leaving an outstanding balance of $2,523,990 for Mr. Mangum and $1,193,807 for Mr. Jones as of June 30, 2005. Messrs. Mangum and Jones each repaid their loans in their entirety in August 2005.

10/18/2004 Proxy Information

The Board of Directors approved, and the Company made, loans to certain executive officers, one of whom was also a Director of the Company, in November 1999 to assist them in exercising non-qualified stock options, retaining the underlying shares and paying the applicable taxes resulting from such exercises. These are the only loans made by the Company to executive officers or Directors, and no portion of the loans has been forgiven. During the fiscal year, the largest principal amount of the loans outstanding to such persons were as follows: Mr. Lynn Mangum, former Chairman of the Board (President, Chief Executive Officer and Chairman of the Board at the time of the loan) ($5,636,968); Mr. Sheehan ($941,476); Mr. Jones ($2,479,051); and Mr. Rybarczyk ($1,718,879). Messrs. Sheehan and Rybarczyk repaid their loans in their entirety during the fiscal year. Messrs. Mangum and Jones repaid a portion of their loans in accordance with their terms in September 2004, leaving an outstanding principal amount of $2,523,990 for Mr. Mangum and $1,193,807 for Mr. Jones. Each of the outstanding loans is a full recourse loan that is also secured by a pledge of certain shares of Common Stock acquired upon the exercise of the options. As of the September 17, 2004 record date, the value of the pledged shares represented greater than 100% of the outstanding loan balances. The principal is repayable the later of five years from the date of the loan or the expiration date of the option exercised using such loan proceeds. Accordingly, portions of the loans are repayable from time to time by Messrs. Mangum and Jones resulting in repayment in full not later than August 2007. Each loan is also repayable within one year of the death or termination of employment due to disability of the recipient and within 30 days of the recipient’s voluntary resignation. Each loan currently bears interest at the rate of 2.48%. The Board of Directors has authorized a payment to each loan recipient to cover the interest payable on his loan together with any additional individual income taxes, if any, incurred by such individual as a result of such payment. The payment is grossed up to cover any additional taxes resulting from such payment. The dollar amount of these payments to each of the Named Executive Officers is included in the Executive Compensation table of this Proxy Statement under “All Other Compensation.”

Mrs. McInerney owns indirectly in excess of ten percent of the outstanding equity interests in Matrix Settlement & Clearance Services LLC (Matrix). Matrix provides settlement and clearing services for trades made by participants in certain retirement plans for which BISYS Retirement Services is the record keeper. During fiscal year 2004, the Company paid Matrix approximately $4.0 million for such services, which amount represents in excess of five percent of Matrix’s consolidated gross revenues for its last fiscal year. The Company anticipates that it will pay Matrix approximately $4.2 million for such services in fiscal year 2005, and anticipates that such amount will represent in excess of five percent of the consolidated gross revenues of Matrix for such period. The Board of Directors has reviewed the relationship and has determined that Mrs. McInerney is an independent Director (as defined under the NYSE Listing Standards) notwithstanding such relationship, because the Company’s relationship with Matrix is not material to the Company and Mrs. McInerney’s interest in Matrix is not material to Mrs. McInerney.

Mr. Bovin, who became a Director of the Company in 2001, is Vice Chairman -- Investment Banking, and Senior Managing Director, Bear Stearns & Co. Inc., a financial services firm that has been the Company’s primary investment banking advisor for more than five years. The Company may engage Bear Stearns to provide financial advisory services in fiscal 2005 or in the future.

10/15/2003 Proxy Information

Mr. and Mrs. McInerney own indirectly in excess of ten percent of the outstanding equity interests in Matrix Settlement & Clearance Services LLC (Matrix). Matrix provides settlement and clearing services for trades made by participants in certain retirement plans for which BISYS Retirement Services is the record keeper. During fiscal year 2003, the Company paid Matrix approximately $3.3 million for such services, which amount represents in excess of five percent of Matrix's consolidated gross revenues for its last fiscal year. The Company anticipates that it will pay Matrix approximately $4.2 million for such services in fiscal year 2004, and anticipates that such amount will represent in excess of five percent of the consolidated gross revenues of Matrix for such period. The Board of Directors has reviewed the relationship and has determined that each of Mr. and Mrs. McInerney is an independent Director (as defined under the New York Stock Exchange Listing Standards), notwithstanding such relationship.

Mr. Bovin, who became a Director of the Company in 2001, is Vice Chairman - Investment Banking, and Senior Managing Director, Bear Stearns & Co. Inc., a financial services firm that has been the Company's primary investment banking advisor for more than five years. The Company may engage Bear Stearns to provide financial advisory services in fiscal 2004 or in the future.

Mrs. McInerney is the spouse of Mr. McInerney. Mr. McInerney is a Director and a nominee for re-election as a Director. Mrs. McInerney is a nominee for election as a Director.

Loans to Executive Officers

The Board of Directors approved and the Company made loans to certain executive officers in November 1999 to assist them in exercising non-qualified stock options, retaining the underlying shares and paying the applicable taxes resulting from such exercises. These are the only loans made by the Company to executive officers, and no portion of the loans has been forgiven and no terms of the loans have been modified or amended since the date of such loans. The table below sets forth the loan principal for each officer and the number of shares acquired at the time of the loans using the loan proceeds to pay a portion of the exercise price and the applicable withholding taxes. A portion of the exercise price was paid using shares beneficially owned by the executive officer pursuant to the Company's reload program. Of the approximately $11.3 million in principal amount of the loans, approximately $6.8 million was used to pay the option exercise price. The remaining principal amount of approximately $4.5 million was used to pay withholding taxes resulting from the option exercises. Since the options exercised were non-qualified options, the resulting compensation expense was deductible by the Company for corporate income tax purposes. The loans are full recourse loans that are also secured by a pledge of certain shares of Common Stock acquired upon the exercise of the options. As of June 30, 2003, the pledged shares represented approximately 69% of the outstanding loan balances. The principal is repayable the later of five years from the date of the loan or the expiration date of the option exercised using such loan proceeds. Accordingly, portions of the loans are repayable from time to time by each of the executive officers commencing September 2004 and resulting in repayment in full not later than August 2007 for Messrs. Mangum, Jones and Rybarczyk and not later than February 2008 for Mr. Sheehan. The loans are also repayable within one year of the employee's death or termination of employment due to disability and within 30 days of voluntary resignation. The loans bear interest at 2.48%. The Board of Directors has authorized a payment to each loan recipient to cover the interest payable on the loans together with any additional individual income taxes, if any, incurred by such individual as a result of such payment to the extent that such income is not offset by the deductibility of the loan interest. The payment is grossed up to cover any additional taxes resulting from such payment. The dollar amount of these payments to each of the Named Executive Officers is included in the Executive Compensation table.

---------------------------------------------------------------- Name, Loan Principal, Number of Shares of Common Stock Acquired (1) ---------------------------------------------------------------- Lynn J. Mangum $5,636,968 181,407 ---------------------------------------------------------------- Dennis R. Sheehan $ 941,476 32,228 ---------------------------------------------------------------- J. Robert Jones $2,479,051 91,583 ---------------------------------------------------------------- Mark J. Rybarczyk $1,718,879 52,702 ----------------------------------------------------------------

(1) The number of shares shown reflects the actual number of shares acquired at such time and does not reflect the 2-for-1 stock splits in October 2000 and February 2002 effected after the acquisition of the shares by such executive officers.