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EXHIBIT 10.1

                                                                  EXECUTION COPY

                          TRANSITION SERVICES AGREEMENT

         This Transition Services Agreement is entered into as of October 6,
2003 by and between The BISYS Group, Inc. (the "Company") and Dennis R. Sheehan,
President and Chief Executive Officer of BISYS.

         Whereas, Mr. Sheehan and the Company desire to provide for an orderly
transition of the duties and responsibilities of the Chief Executive Officer and
for the Company to obtain the benefit of Mr. Sheehan's experience as CEO of the
Company in connection with such transition and in recognition of the
circumstances that give rise to the transition

         Now, therefore, the parties enter this Agreement on the following terms
and conditions:

         1.       ROLE. Effective with the start date of the successor CEO (the
                  "New CEO Start Date"), Mr. Sheehan shall resign as CEO and as
                  a Director of the Company and shall continue as a full-time
                  employee of the Company for the later of (i) six months from
                  such start date and (ii) December 31, 2004 to provide such
                  transition and other assistance as is requested from time to
                  time by the successor CEO and/or the Board of Directors (the
                  "Transition Period"). Mr. Sheehan's employment with the
                  Company shall terminate on the last day of such Transition
                  Period (the "Employment Termination Date").

         2.       COMPENSATION. During the Transition Period, Mr. Sheehan shall
                  be paid at the annual rate of $1 million (generally
                  representing his current annual target compensation, including
                  base salary of approximately $600,000 and "at plan" incentive
                  compensation of $400,000). In addition, Mr. Sheehan shall be
                  entitled to be paid, in cash, a pro rata portion of his
                  incentive compensation for fiscal year 2004 for the period
                  from July 1, 2003 through the New CEO Start Date as determined
                  by the Compensation Committee of the Board of Directors based
                  on Mr. Sheehan's achievement of his performance objectives
                  during such period, to be paid in the normal payment cycle for
                  fiscal year 2004 (i.e., in the first week of September 2004).

         3.       SEPARATION PAYMENT. Mr. Sheehan shall be paid a separation
                  payment of $1 million over the 12-month period following the
                  termination of his employment to be paid in the Company's
                  normal payroll cycle, less applicable withholdings.

         4.       STOCK OPTIONS/STOCK OWNERSHIP. The stock options previously
                  granted to Mr. Sheehan and outstanding as of the Employment
                  Termination Date shall continue in effect in accordance with
                  their terms; provided that the stock options previously
                  granted to Mr. Sheehan, including reload stock options, with
                  an exercise price greater than the fair market value of a
                  share of Common Stock of the Company based on the last sale
                  price of a share of Common Stock on October 3, 2003, as
                  reported by the New York Stock Exchange (i.e., $13.49) shall
                  (i) continue in effect following the termination of Mr.
                  Sheehan's employment at the end of the Transition Period, (ii)
                  shall continue to vest during their normal vesting cycle,
                  (iii) shall automatically vest in full to the extent not
                  vested upon a Change of Control (as defined in such
                  agreements), and (iv) shall be exercisable through the sooner
                  of (a) the expiration of the applicable 10-year term of an
                  option (and for reload options the 10-year term of the
                  underlying option), and (b) March 31, 2009, except as such
                  exercise period is otherwise provided by the terms of a Change
                  of Control transaction.

         5.       RESTRICTED STOCK. The Restricted Stock Agreement covering the
                  27,000 shares of Company restricted stock previously granted
                  to Mr. Sheehan shall continue in effect in accordance with its
                  terms. Accordingly, the shares will vest as of the Employment
                  Termination Date, if not sooner vested in accordance with the
                  terms of the Agreement.

         6.       RESTRICTIVE COVENANTS. The Restrictive Covenants Agreement
                  dated March 10, 1995 between the Company and Mr. Sheehan shall
                  remain in effect following his termination of employment
                  through September 30, 2010.

         7.       OUTSTANDING LOANS. The Executive Loan Agreement between the
                  Company and Mr. Sheehan dated September 9, 1999 in the
                  aggregate principal amount of $941,476.27 shall continue in
                  accordance with its terms. Accordingly, the outstanding
                  principal amount of the loans made thereunder shall be due and

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                  payable in full within 30 days following the Employment
                  Termination Date. The parties acknowledge and agree that the
                  terms of such loans shall not be extended or modified.

         8.       DEFERRED COMPENSATION PLAN. During the term of his employment
                  with the Company, Mr. Sheehan shall be eligible to continue to
                  participate as a Senior Participant in the Company's Deferred
                  Compensation Plan in accordance with its terms.

         9.       EMPLOYEE BENEFITS. During the term of his employment with the
                  Company, Mr. Sheehan shall be eligible to participate in all
                  benefit programs offered to employees of the Company,
                  including but not limited to the Company's health and medical
                  plans, 401(k) retirement plan and employee stock purchase
                  plan. Pursuant to Section 5 of the Key Executive Separation
                  Agreement between Mr. Sheehan and the Company dated June 12,
                  2003, Mr. Sheehan and his spouse, Dorann Sheehan, and his
                  eligible dependents will be eligible to continue their
                  participation in the Company health insurance plan available
                  to other BISYS employees for the period ending the earlier of
                  (i) five (5) years from the date of termination of employment,
                  or (ii) the date Mr. Sheehan is eligible to participate in an
                  alternative employer-provided group health insurance plan, and
                  in the event of Mr. Sheehan's death at a time that he and his
                  family are participating in the Company health insurance plan,
                  Dorann Sheehan may elect to continue such participation for
                  the remainder of the five-year period. During such period of
                  participation, Mr. Sheehan shall be responsible for the
                  "employee's" portion of such health insurance coverage
                  consistent with the portion that senior executive officers of
                  the Company are required to pay.

                  In addition, prior to the termination of his employment, the
                  Company will use all reasonable efforts to assist Mr. Sheehan,
                  at his request, in procuring a separate insurance policy to
                  provide health and medical coverage for the benefit of both
                  Mr. Sheehan and his wife, Dorann Sheehan, through age 65, in
                  lieu of their participation in the BISYS health insurance
                  plan, at a level comparable to the current coverage available
                  to Mr. Sheehan and his wife.

         10.      SPLIT-DOLLAR INSURANCE. The existing split-dollar life
                  insurance policy for the benefit of Mr. Sheehan's designated
                  beneficiary (ies) shall continue in effect in accordance with
                  its terms, subject to any limitations that may be imposed by
                  statute or regulatory action.

         11.      FINANCIAL PLANNING/TAX PREPARATION SERVICES. Mr. Sheehan shall
                  be eligible to continue to receive financial planning/tax
                  preparation services at the level currently available to him
                  for up to two years following the Employment Termination Date.

         12.      OFFICE/ADMINISTRATIVE SUPPORT. During the period that Mr.
                  Sheehan serves as CEO, he shall continue to use the office
                  currently provided to him by the Company at the corporate
                  headquarters. During the remaining period of his employment
                  with the Company, Mr. Sheehan shall be provided office space
                  and secretarial support as needed in the corporate
                  headquarters in connection with providing transition
                  assistance. Mr. Sheehan shall be reimbursed for all business
                  expenses in accordance with the Company's expense
                  reimbursement policy and shall have use of such services
                  customarily available to executives of the Company in
                  connection with the performance of his duties and
                  responsibilities during the term of his employment.

         13.      KEY EXECUTIVE SEPARATION AGREEMENT. The terms of this
                  Transition Services Agreement shall supersede and replace the
                  terms of the Key Executive Separation Agreement provided to
                  Mr. Sheehan by letter agreement dated June 12, 2003, except as
                  hereinafter provided. In the event of a Change of Control of
                  the Company (as defined in the Key Executive Separation
                  Agreement) prior to the New CEO Start Date, the terms of the
                  Key Executive Separation Agreement shall govern in all
                  respects and the terms of this Transition Services Agreement
                  shall be null and void. In the event of such a Change of
                  Control within six months following the New CEO Start Date and
                  as of the New CEO Start Date (i) the Board has engaged an
                  investment advisor in connection with a possible Change of
                  Control transaction and (ii) the Company is in active
                  negotiations with one or more potential acquirers, the terms
                  of the Transition Services Agreement shall apply, except that
                  (x) the termination of Mr. Sheehan's employment as of the
                  Employment Termination Date shall be considered a termination
                  of employment after a Change of Control of the Company as of
                  such date pursuant to Section 4(c) of the Key Executive
                  Separation Agreement, entitling Mr. Sheehan to a payment of $
                  3 million upon such termination (and no other or further
                  payments under the Transition Services Agreement), (y) all
                  unvested employer matching funds included in Mr. Sheehan's
                  deferred compensation account pursuant to the BISYS Deferred
                  Compensation Plan shall vest effective upon such Change of
                  Control. For the avoidance of doubt, the foregoing provisions
                  are intended


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                  to avoid any inadvertent duplication of benefits under both
                  the Transition Services Agreement and Key Executive Separation
                  Agreement where a Change of Control event occurs.

         14.      MISCELLANEOUS.


                  14.1     This Agreement shall be binding upon and inure to the
                           benefit of the parties and their respective heirs,
                           legal representatives, successors and permitted
                           assigns.

                  14.2     If any provision of this Agreement shall be
                           determined by a court of competent jurisdiction to be
                           unenforceable for any reason, such provision shall be
                           deemed to be severable and this Agreement shall
                           otherwise continue in full force and effect.

                  14.3     The parties acknowledge that they have read this
                           Agreement, that they are relying solely upon the
                           terms and conditions set forth herein, and are not
                           relying upon any other representations, warranties or
                           inducements whatsoever as an inducement to enter into
                           this Agreement, other than those references herein
                           and acknowledge that no representations, warranties
                           or covenants have been made which are not referenced
                           in this Agreement.

                  14.4     The failure to enforce at any time any of the
                           provisions of this Agreement or the failure to
                           require at any time performance of any of the
                           provisions of this Agreement shall in no way be
                           construed to be a waiver of such provisions or to
                           affect either the validity of this Agreement or any
                           part hereof, or the right thereafter to enforce each
                           and every such provision in accordance with the terms
                           of this Agreement.

                  14.5     This Agreement may be executed in one or more
                           counterparts, each of which shall be deemed to be an
                           original but all of which together shall constitute
                           one and the same document.

                  14.6     This Agreement constitutes the entire understanding
                           of the parties with respect to the subject matters
                           hereof and replaces and supersedes any and all prior
                           agreements, oral and written, between the parties
                           hereto with respect to the subject matter hereof,
                           except that the agreements referenced herein shall
                           continue in full force and effect other than as they
                           are specifically modified herein, and may not be
                           changed, modified, altered, or amended, nor any of
                           its provisions waived, except in a writing signed by
                           the parties hereto.

         In witness whereof, the parties hereto hereby execute this Transition
         Services Agreement as of the date first written above.

         The BISYS Group, Inc.


         By: /s/ Lynn J. Mangum
            ---------------------------
            Lynn J. Mangum
            Chairman of the Board

            /s/ Dennis R. Sheehan
            ---------------------------
            Dennis R. Sheehan

     Approved by the Board of Directors pursuant to authority duly granted to
     the Compensation Committee of the Board of Directors:

            /s/ Robert A. Casale
            ---------------------------
            Robert A. Casale

            /s/ Joseph J. Melone
            ---------------------------
            Joseph J. Melone



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