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                                                                    Exhibit 4.3


                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 13, 2001

                              THE BISYS GROUP, INC.

                                       AND

                            BEAR, STEARNS & CO. INC.

                                       AND

                     CREDIT SUISSE FIRST BOSTON CORPORATION
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         REGISTRATION RIGHTS AGREEMENT, dated as of March 13, 2001, among THE
BISYS GROUP, INC., a Delaware corporation (together with any successor entity,
herein referred to as the "ISSUER"), and BEAR, STEARNS & CO. INC. and CREDIT
SUISSE FIRST BOSTON CORPORATION (collectively, the "INITIAL PURCHASERS").

         Pursuant to the Purchase Agreement, dated March 7, 2001, between the
Issuer and the Initial Purchasers (the "PURCHASE AGREEMENT"), the Initial
Purchasers have agreed to purchase from the Issuer up to $250,000,000
($300,000,000 if the Initial Purchasers exercise the over-allotment option in
full) in aggregate principal amount of 4% Convertible Subordinated Notes due
2006 (the "CONVERTIBLE NOTES"). The Convertible Notes will be convertible into
fully paid, nonassessable common stock, par value $0.02 per share, of the Issuer
(the "COMMON STOCK") on the terms, and subject to the conditions, set forth in
the Indenture (as defined herein). To induce the Initial Purchasers to purchase
the Convertible Notes, and in satisfaction of a condition to the Initial
Purchasers' obligations under the Purchase Agreement, the Issuer has agreed to
provide the registration rights set forth in this Agreement.

         The parties hereby agree as follows:

         1. DEFINITIONS. As used in this Agreement, the following capitalized
terms shall have the following meanings:

         "ADVICE": As defined in Section 4(c)(ii) hereof.

         "AFFILIATE": with respect to any specified person, means an
"affiliate," as defined in Rule 144 under the Securities Act, of such Person.

         "AGREEMENT": This Registration Rights Agreement.

         "BLUE SKY APPLICATION": As defined in Section 6(a)(i) hereof.

         "BROKER-DEALER": Any broker or dealer registered under the Exchange
Act.

         "BUSINESS DAY": A day other than a Saturday or Sunday or any federal
holiday in the United States.

         "CLOSING DATE": The date of this Agreement.

         "COMMISSION": Securities and Exchange Commission.

         "COMMON STOCK": As defined in the preamble hereto.

         "CONTROL": With respect to a person, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such person, whether through the ability to exercise voting power,
by contract or otherwise.

         "CONVERTIBLE NOTES": As defined in the preamble hereto.

         "DAMAGES PAYMENT DATE": Each Interest Payment Date. For purposes of
this Agreement, if no Convertible Notes are outstanding, "Damages Payment Date"
shall mean each March 15 and September 15.


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         "EFFECTIVENESS PERIOD": As defined in Section 2(a)(iii) hereof.

         "EFFECTIVENESS TARGET DATE": As defined in Section 2(a)(ii) hereof.

         "EXCHANGE ACT": Securities Exchange Act of 1934, as amended.

         "HOLDER": A Person who owns, beneficially or otherwise, Registrable
Securities.

         "INDEMNIFIED HOLDER": As defined in Section 6(a) hereof.

         "INDENTURE": The Indenture, dated as of March 13, 2001, between the
Issuer and Chase Manhattan Trust Company, National Association, as trustee (the
"Trustee"), pursuant to which the Convertible Notes are to be issued, as such
Indenture is amended, modified or supplemented from time to time in accordance
with the terms thereof.

         "INITIAL PURCHASERS": As defined in the preamble hereto.

         "INTEREST PAYMENT DATE": As defined in the Indenture.

         "ISSUER": As defined in the preamble hereto.

         "LIQUIDATED DAMAGES": As defined in Section 3(a) hereof.

         "MAJORITY OF HOLDERS": Holders holding over 50% of the aggregate
principal amount of Convertible Notes outstanding; provided that, for purpose of
this definition, a Holder of shares of Common Stock which constitute Registrable
Securities and issued upon conversion of the Convertible Notes shall be deemed
to hold an aggregate principal amount of Convertible Notes (in addition to the
principal amount of Convertible Notes held by such Holder) equal to the product
of (x) the number of such shares of Common Stock held by such Holder and (y) the
prevailing conversion price, such prevailing conversion price as determined in
accordance with Article 5 of the Indenture.

         "NASD": National Association of Securities Dealers, Inc.

         "PERSON": An individual, partnership, corporation, unincorporated
organization, trust, joint venture or a government or agency or political
subdivision thereof.

         "PROSPECTUS": The prospectus included in a Shelf Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.

         "QUESTIONNAIRE DEADLINE": As defined in Section 2(b) hereof.

         "RECORD HOLDER": With respect to any Damages Payment Date, each Person
who is a Holder on the record date with respect to the Interest Payment Date on
which such Damages Payment Date shall occur. In the case of a Holder of shares
of Common Stock issued upon conversion of the Convertible Notes, "Record Holder"
shall mean each Person who is a Holder of shares of Common Stock which
constitute Registrable Securities on the March 1 or September 1 immediately
preceding the Damages Payment Date.


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         "REGISTRABLE SECURITIES": Each Convertible Note and each share of
Common Stock issued upon conversion of Convertible Notes until, in the case of
any such security, (A) the earliest of (i) its effective registration under the
Securities Act and resale in accordance with the Registration Statement covering
it, (ii) expiration of the holding period that would be applicable thereto under
Rule 144(k) under the Securities Act were it not held by an Affiliate of the
Company or (iii) its sale to the public pursuant to Rule 144 under the
Securities Act, and (B) as a result of the event or circumstance described in
any of the foregoing clauses (i) through (iii), the legends with respect to
transfer restrictions required under the Indenture are removed or removable in
accordance with the terms of the Indenture or such legend, as the case may be.

         "REGISTRATION DEFAULT": As defined in Section 3(a)(iv) hereof.

         "REGISTRATION STATEMENT": Means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

         "SALE NOTICE": As defined in Section 4(e) hereof.

         "SECURITIES ACT": Securities Act of 1933, as amended.

         "SHELF FILING DEADLINE": As defined in Section 2(a)(i) hereof.

         "SHELF REGISTRATION STATEMENT": As defined in Section 2(a)(i) hereof.

         "SUSPENSION PERIOD": As defined in Section 4(b)(i) hereof.

         "TIA": Trust Indenture Act of 1939, as in effect on the date the
Indenture is qualified under the TIA.

         "UNDERWRITING MAJORITY": On any date, Holders holding at least 66 2/3%
of the aggregate principal amount of the Registrable Securities outstanding on
such date; PROVIDED that for the purpose of this definition, a holder of shares
of Common Stock that constitute Registrable Securities and issued upon
conversion of Convertible Notes shall be deemed to hold an aggregate principal
amount of Registrable Securities (in addition to the principal amount of
Convertible Notes held by such holder) equal to (x) the number of such shares of
Common Stock that are Registrable Securities held by such holder multiplied by
(y) the then applicable Conversion Price (as defined in the Indenture).

         "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING": A registration
in which securities of the Issuer are sold to an underwriter for reoffering to
the public.

         2.  SHELF REGISTRATION.  (a) The Issuer shall:

         (i) not later than 90 days after the date hereof (the "SHELF FILING
DEADLINE"), cause to be filed a registration statement pursuant to Rule 415
under the Securities Act (the "Shelf Registration Statement"), which Shelf
Registration Statement shall provide for resales of all Registrable Securities
held by Holders that have provided the information required pursuant to the
terms of Section 2(b) hereof;


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         (ii) use its reasonable best efforts to cause the Shelf Registration
Statement to be declared effective by the Commission no later than 180 days
after the date hereof (the "EFFECTIVENESS TARGET DATE"); and

         (iii) subject to Section 4(b)(i) hereof, use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 4(b) hereof to
the extent necessary to ensure that (A) it is available for resales by the
Holders of Registrable Securities entitled to the benefit of this Agreement and
(B) conforms with the requirements of this Agreement and the Securities Act and
the rules and regulations of the Commission promulgated thereunder as announced
from time to time for a period (the "EFFECTIVENESS PERIOD") of:

                  (1) two years after the date of filing of the Shelf
         Registration Statement; or

                  (2) such shorter period, from the date of filing of the Shelf
         Registration Statement until either of (i) the sale pursuant to a Shelf
         Registration Statement of all the Registrable Securities or (ii) the
         expiration of the holding period applicable to the Registrable
         Securities held by Holders that are not Affiliates of the Company under
         Rule 144(k) under the Securities Act.

         (b) No Holder of Registrable Securities may include any of its
Registrable Securities in the Shelf Registration Statement pursuant to this
Agreement unless such Holder furnishes to the Issuer in writing, prior to or on
the 20th Business Days after receipt of a request therefor (the "QUESTIONNAIRE
DEADLINE"), such information as the Issuer may reasonably request for use in
connection with the Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein and in any application to be filed with or under
state securities laws. In connection with all such requests for information from
Holders of Registrable Securities, the Issuer shall notify such Holders of the
requirements set forth in the preceding sentence. No Holder of Registrable
Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof
unless such Holder shall have provided all such reasonably requested information
prior to or on the Questionnaire Deadline. Each Holder as to which the Shelf
Registration Statement is being effected agrees to furnish promptly to the
Issuer all information required to be disclosed in order to make information
previously furnished to the Issuer by such Holder not materially misleading.

         3.  LIQUIDATED DAMAGES.

         (a)      If:

         (i)      the Shelf Registration Statement has not been filed with the
Commission prior to or on the Shelf Filing Deadline,

                  (ii) the Shelf Registration Statement has not been declared
effective by the Commission prior to or on the Effectiveness Target Date,

         (iii)    subject to the provisions of Section 4(b)(i) hereof, the Shelf
Registration Statement is filed and declared effective but, during the
Effectiveness Period and after the Effectiveness Target Date, shall thereafter
cease to be effective or fail to be usable for its intended purpose without
being succeeded within five Business Days by a post- effective amendment to the
Shelf Registration Statement or a report filed with the Commission pursuant to
Section 13(a),

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13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case
of a post-effective amendment, is itself immediately declared effective, or

         (iv) prior to or on the 45th or 60th day, as the case may be, of any
Suspension Period, such suspension has not been terminated, (each such event
referred to in foregoing clauses (i) through (iv), a "REGISTRATION DEFAULT"),


then the Issuer hereby agrees to pay liquidated damages ("LIQUIDATED DAMAGES")
to each Holder from and including the day following the Registration Default to
but excluding the day on which the Registration Default has been cured in an
amount equal to:

                  (A) with respect to such Holder's Convertible Notes, for the
         first 90-day period during which a Registration Default shall have
         occurred and be continuing, an amount equal to 0.25% per annum on the
         principal amount of such Holder's then outstanding and not converted
         Convertible Notes, increasing to an amount per annum on the principal
         amount of such Holder's then outstanding and not converted Convertible
         Notes equal to 0.50% on the 91st day, provided that in no event shall
         the aggregate Liquidated Damages pursuant to this clause accrue at a
         rate per annum exceeding 0.50% of the sum of the principal amount of
         the then outstanding Convertible Notes;

                  (B) with respect to such Holder's Common Stock issued upon
         conversion of Convertible Notes for the first 90-day period during
         which a Registration Default shall have occurred and be continuing, an
         amount equal to 0.25% per annum on the principal amount of such
         Holder's converted Convertible Notes, increasing to an amount per annum
         on the principal amount of such Holder's converted Convertible Notes
         equal to 0.50% on the 91st day, provided that in no event shall the
         aggregate Liquidated Damages pursuant to this clause accrue at a rate
         per annum exceeding 0.50% of the sum of the principal amount of the
         then converted Convertible Notes;

         (b) All accrued Liquidated Damages shall be paid in arrears to Record
Holders by the Issuer on each Damages Payment Date by wire transfer of
immediately available funds or by federal funds check. Following the cure of all
Registration Defaults relating to any particular Convertible Note or share of
Common Stock, the accrual of Liquidated Damages with respect to such Convertible
Note or share of Common Stock will cease.

         All obligations of the Issuer set forth in this Section 3 that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such Registrable Security shall have been satisfied
in full.

         The Liquidated Damages set forth above shall be the exclusive monetary
remedy available to the Holders of Registrable Securities for such Registration
Default.

         4.  REGISTRATION PROCEDURES.

         (a) In connection with the Shelf Registration Statement, the Issuer
shall comply with all the provisions of Section 4(b) hereof and shall, in
accordance with Section 2 hereof, prepare and file with the Commission a Shelf
Registration Statement relating to the registration on any appropriate form
under the Securities Act.


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         (b) In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of
Registrable Securities, the Issuer shall:

         (i) Subject to any notice by the Issuer in accordance with this Section
4(b) of the existence of any fact or event of the kind described in Section
4(b)(iii)(D), use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective during the Effectiveness Period; upon the
occurrence of any event that would cause the Shelf Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement or omission
or (B) not be effective and usable for resale of Registrable Securities during
the Effectiveness Period, the Issuer shall file promptly an appropriate
amendment to the Shelf Registration Statement or a report filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in
the case of clause (A), correcting any such misstatement or omission, and, in
the case of either clause (A) or (B), use its reasonable best efforts to cause
such amendment to be declared effective and the Shelf Registration Statement and
the related Prospectus to become usable for their intended purposes as soon as
practicable thereafter. Notwithstanding the foregoing, the Issuer may suspend
the effectiveness of the Shelf Registration Statement by written notice to the
Holders for a period not to exceed an aggregate of 45 days in any 90-day period
(each such period, a "SUSPENSION PERIOD") if:

                  (x) an event occurs and is continuing as a result of which the
         Shelf Registration Statement would, in the Issuer's reasonable
         judgment, contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading; and

                  (y) the Issuer reasonably determines that the disclosure of
         such event at such time would have a material adverse effect on the
         business of the Issuer (and its subsidiaries, if any, taken as a
         whole);

provided that (A) in the event the disclosure relates to a previously
undisclosed proposed or pending material business transaction, the disclosure of
which would impede the Issuer's ability to consummate such transaction, the
Issuer may extend a Suspension Period from 45 days to 60 days and (B) the
Suspension Periods shall not exceed an aggregate of 90 days in any 360-day
period. Each holder, by its acceptance of a Registrable Security, agrees to hold
any communication by us in response to a notice of a proposed material business
transaction in confidence.

         (ii) Prepare and file with the Commission such amendments and
post-effective amendments to the Shelf Registration Statement as may be
necessary to keep the Shelf Registration Statement effective during the
Effectiveness Period; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act, and to comply fully with the applicable provisions of
Rules 424 and 430A under the Securities Act in a timely manner; and comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by the Shelf Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in the Shelf Registration Statement or supplement to
the Prospectus.

         (iii) Advise the underwriter(s), if any, and, in the case of (A), (C)
and (D) below, the selling Holders promptly and, if requested by such Persons,
to confirm such advice in writing:


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                  (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to the Shelf
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective,

                  (B) of any request by the Commission for amendments to the
         Shelf Registration Statement or amendments or supplements to the
         Prospectus or for additional information relating thereto,

                  (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Shelf Registration Statement under
         the Securities Act or of the suspension by any state securities
         commission of the qualification of the Registrable Securities for
         offering or sale in any jurisdiction, or the initiation of any
         proceeding for any of the preceding purposes, or

                  (D) of the existence of any fact or the happening of any
         event, during the Effectiveness Period, that makes any statement of a
         material fact made in the Shelf Registration Statement, the Prospectus,
         any amendment or supplement thereto, or any document incorporated by
         reference therein untrue, or that requires the making of any additions
         to or changes in the Shelf Registration Statement or the Prospectus in
         order to make the statements therein not misleading.

If at any time the Commission shall issue any stop order suspending the
effectiveness of the Shelf Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Registrable Securities
under state securities or Blue Sky laws, the Issuer shall use its reasonable
best efforts to obtain the withdrawal or lifting of such order at the earliest
possible time.

         (iv) Furnish to one counsel for the selling Holders and each of the
underwriter(s), if any, before filing with the Commission, a copy of the Shelf
Registration Statement and copies of any Prospectus included therein or any
amendments or supplements to either of the Shelf Registration Statement or
Prospectus (other than documents incorporated by reference after the initial
filing of the Shelf Registration Statement), which documents will be subject to
the review of such counsel and underwriter(s), if any, for a period of two
Business Days, and the Issuer will not file the Shelf Registration Statement or
Prospectus or any amendment or supplement to the Shelf Registration Statement or
Prospectus (other than documents incorporated by reference) to which such
counsel or the underwriter(s), if any, shall reasonably object within two
Business Days after the receipt thereof. Such counsel or underwriter, if any,
shall be deemed to have reasonably objected to such filing if the Shelf
Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission.

         (v) Subject to the execution of a confidentiality agreement reasonably
acceptable to the Issuer, make available at reasonable times for inspection by
one or more representatives of the selling Holders, designated in writing by a
Majority of Holders whose Registrable Securities are included in the Shelf
Registration Statement, any underwriter, if any, participating in any
distribution pursuant to the Shelf Registration Statement, and any attorney or
accountant retained by the Majority of Holders or any of the underwriter(s), all
financial and other records, pertinent corporate documents and properties of the
Issuer as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the Issuer's officers,
directors, managers and employees to supply all information reasonably requested
by any such representative or representatives of the selling Holders,
underwriter, attorney or accountant in connection with the Shelf Registration
Statement after the filing thereof and before its

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effectiveness; provided, however, that any information designated by the Company
as confidential at the time of delivery of such information shall be kept
confidential by the recipient thereof.

         (vi) If requested by any selling Holders or the underwriter(s), if any,
incorporate in the Shelf Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders and underwriter(s), if any, may reasonably request to have
included therein, including, without limitation: (1) information relating to the
"Plan of Distribution" of the Registrable Securities, (2) information with
respect to the principal amount of Convertible Notes or number of shares of
Common Stock being sold, (3) the purchase price being paid therefor and (4) any
other terms of the offering of the Registrable Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as reasonably practicable after the Issuer is
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment.

         (vii) Furnish to each selling Holder and each of the underwriter(s), if
any, without charge, at least one copy of the Shelf Registration Statement, as
first filed with the Commission, and of each amendment thereto (and any
documents incorporated by reference therein or exhibits thereto (or exhibits
incorporated in such exhibits by reference) as such Person may request in
writing).

         (viii) Deliver to each selling Holder and each of the underwriter(s),
if any, without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; subject to any notice by the Issuer in accordance with
this Section 4(b) of the existence of any fact or event of the kind described in
Section 4(b)(iii)(D), the Issuer hereby consents to the use of the Prospectus
and any amendment or supplement thereto by each of the selling Holders and each
of the underwriter(s), if any, in connection with the offering and the sale of
the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto.

         (ix) If an underwriting agreement is entered into and the registration
is an Underwritten Registration, the Issuer shall:

                  (A) upon request, furnish to each selling Holder and each
         underwriter, if any, in such substance and scope as they may reasonably
         request and as are customarily made by issuers to underwriters in
         primary underwritten offerings, upon the date of closing of any sale of
         Registrable Securities in an Underwritten Registration:

                  (1) a certificate, dated the date of such closing, signed by
         (y) the Chairman of the Board, its President or a Vice President and
         (z) the Chief Financial Officer of the Issuer confirming, as of the
         date thereof, such matters as such parties may reasonably request;

                  (2) opinions, each dated the date of such closing, of counsel
         to the Issuer covering such matters as are customarily covered in legal
         opinions to underwriters in connection with primary underwritten
         offerings of securities; and

                  (3) customary comfort letters, dated the date of such closing,
         from the Issuer's independent accountants (and from any other
         accountants whose report is contained or incorporated by reference in
         the Shelf Registration Statement), in the customary form and


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         covering matters of the type customarily covered in comfort letters to
         underwriters in connection with primary underwritten offerings of
         securities;

                  (B) set forth in full in the underwriting agreement, if any,
         indemnification provisions and procedures which provide rights no less
         protective than those set forth in Section 6 hereof with respect to all
         parties to be indemnified; and

                  (C) deliver such other documents and certificates as may be
         reasonably requested by such parties to evidence compliance with clause
         (A) above and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the selling
         Holders pursuant to this clause (ix).

         (x) Before any public offering of Registrable Securities, cooperate
with the selling Holders, the underwriter(s), if any, and their respective
counsel in connection with the registration and qualification of the Registrable
Securities under the securities or Blue Sky laws of such jurisdictions as the
selling Holders or underwriter(s), if any, may reasonably request and do any and
all other acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Registrable Securities covered by the Shelf
Registration Statement; provided, however, that the Issuer shall not be required
(A) to register or qualify as a foreign corporation or a dealer of securities
where it is not now so qualified or to take any action that would subject it to
the service of process in any jurisdiction where it is not now so subject or (B)
to subject themselves to taxation in any such jurisdiction if they are not now
so subject.

         (xi) Cooperate with the selling Holders and the underwriter(s), if any,
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends
(unless required by applicable securities laws); and enable such Registrable
Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may reasonably request at least two
Business Days before any sale of Registrable Securities made by such
underwriter(s).

         (xii) Use its reasonable best efforts to cause the Registrable
Securities covered by the Shelf Registration Statement to be registered with or
approved by such other U.S. governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s), if any,
to consummate the disposition of such Registrable Securities, subject to the
proviso in clause (x) above.

         (xiii) Subject to Section 4(b)(i) hereof, if any fact or event
contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred, use
its reasonable best efforts prepare a supplement or post-effective amendment to
the Shelf Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Registrable Securities, the
Prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading.

         (xiv) Provide CUSIP numbers for all Registrable Securities not later
than the effective date of the Shelf Registration Statement and provide the
Trustee under the Indenture with certificates for the Convertible Notes that are
in a form eligible for deposit with The Depository Trust Company.


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         (xv) Cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter that is required to be retained in accordance with the rules and
regulations of the NASD.

         (xvi) Otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission and all reporting
requirements under the rules and regulations of the Exchange Act.

         (xvii) Cause the Indenture to be qualified under the TIA not later than
the effective date of the Shelf Registration Statement required by this
Agreement, and, in connection therewith, cooperate with the trustee and the
holders of Convertible Notes to effect such changes to the Indenture as may be
required for such Indenture to be so qualified in accordance with the terms of
the TIA; and execute and use its reasonable best efforts to cause the trustee
thereunder to execute all documents that may be required to effect such changes
and all other forms and documents required to be filed with the Commission to
enable such Indenture to be so qualified in a timely manner.

         (xviii) Cause all Registrable Securities covered by the Shelf
Registration Statement to be listed or quoted, as the case may be, on each
securities exchange or automated quotation system on which securities issued by
the Issuer of the same series are then listed or quoted.

         (xix) Provide promptly to each Holder upon written request each
document filed with the Commission pursuant to the requirements of Section 13
and Section 15 of the Exchange Act after the effective date of the Shelf
Registration Statement, unless such documents are available from EDGAR.

         (xx) If requested by the underwriters in an Underwritten Offering, make
appropriate officers of the Issuer reasonably available to the underwriters for
meetings with prospective purchasers of the Registrable Securities and prepare
and present to potential investors customary "road show" material in a manner
consistent with other new issuances of other securities similar to the
Registrable Securities.

         (c) Each Holder agrees by acquisition of a Registrable Security that,
upon receipt of any notice from the Issuer of the existence of any fact of the
kind described in Section 4(b)(iii)(D) hereof, such Holder will, and will use
its reasonable best efforts to cause any underwriter(s) in an Underwritten
Offering to, forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until:

         (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 4(b)(xiii) hereof; or

         (ii) such Holder is advised in writing (the "ADVICE") by the Issuer
that the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus.

If so directed by the Issuer, each Holder will deliver to the Issuer (at the
Issuer's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Registrable Securities that
was current at the time of receipt of such notice of suspension.


                                       10
<PAGE>   12
         (d) Each Holder who intends to be named as a selling Holder in the
Shelf Registration Statement shall furnish to the Issuer in writing, within 20
Business Days after receipt of a request therefor as set forth in a
questionnaire in the form attached hereto as Annex A, such information regarding
such Holder and the proposed distribution by such Holder of its Registrable
Securities as the Issuer may reasonably request for use in connection with the
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. Holders that do not complete the questionnaire and deliver it to the
Issuer shall not be named as selling securityholders in the Prospectus or
preliminary Prospectus included in the Shelf Registration Statement and
therefore shall not be permitted to sell any Registrable Securities pursuant to
the Shelf Registration Statement. Each Holder who intends to be named as a
selling Holder in the Shelf Registration Statement shall promptly furnish to the
Issuer in writing such other information as the Issuer may from time to time
reasonably request in writing.

         (e) Upon the effectiveness of the Shelf Registration Statement, each
Holder shall notify the Issuer at least three Business Days prior to any
intended distribution of Registrable Securities pursuant to the Shelf
Registration Statement (a "SALE NOTICE"), which notice shall be effective for
five Business Days. Each Holder of this Security, by accepting the same, agrees
to hold any communication by the Company in response to a Sale Notice in
confidence.

         5.  REGISTRATION EXPENSES.

         (a) All expenses incident to the Issuer's performance of or compliance
with this Agreement shall be borne by the Issuer regardless of whether a Shelf
Registration Statement becomes effective, including, without limitation:

         (i) all registration and filing fees and expenses (other than filings
made by any Initial Purchasers or Holders with the NASD);

         (ii) all fees and expenses of compliance with federal securities and
state Blue Sky or securities laws;

         (iii) all expenses of printing (including printing of Prospectuses and
certificates for the Common Stock to be issued upon conversion of the
Convertible Notes), messenger and delivery services and telephone;

         (iv) all fees and disbursements of counsel to the Issuer and, subject
to Section 5(b) below, the Holders of Registrable Securities;

         (v) all application and filing fees in connection with listing (or
authorizing for quotation) the Common Stock on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and

         (vi) all fees and disbursements of independent certified public
accountants of the Issuer (including the expenses of any special audit and
comfort letters required by or incident to such performance).

         The Issuer shall bear its internal expenses (including, without
limitation, all salaries and expenses of their officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Issuer.


                                       11
<PAGE>   13
         (b) In connection with the Shelf Registration Statement required by
this Agreement, the Issuer shall reimburse the Initial Purchasers and the
Holders of Registrable Securities being registered pursuant to the Shelf
Registration Statement, as applicable, for the reasonable fees and disbursements
of not more than one counsel, which shall be Latham & Watkins or such other
chosen by a Majority of Holders for whose benefit the Shelf Registration
Statement is being prepared and is reasonably acceptable to the Issuer. The
Issuer shall not be required to pay any underwriter discount, commission or
similar fees related to the sale of the Securities.

         6.  INDEMNIFICATION AND CONTRIBUTION.

         (a) The Issuer, jointly and severally, shall indemnify and hold
harmless each Holder, such Holder's directors, officers, employees,
representatives, agents and each person, if any, who controls such Holder within
the meaning of Section 15 of the Securities Act (each, an "INDEMNIFIED HOLDER"),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to resales of the Registrable Securities),
to which such Indemnified Holder may become subject, under the Securities Act or
otherwise, insofar as any such loss, claim, damage, liability or action arises
out of, or is based upon:

         (i) any untrue statement or alleged untrue statement of a material fact
contained in (A) the Shelf Registration Statement or Prospectus or any amendment
or supplement thereto or (B) any blue sky application or other document or any
amendment or supplement thereto prepared or executed by the Issuer (or based
upon written information furnished by or on behalf of the Issuer expressly for
use in such blue sky application or other document or amendment on supplement)
filed in any jurisdiction specifically for the purpose of qualifying any or all
of the Registrable Securities under the securities law of any state or other
jurisdiction (such application or document being hereinafter called a "BLUE SKY
APPLICATION"); or

         (ii) the omission or alleged omission to state therein any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Issuer shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement or omission or alleged
omission made in the Shelf Registration Statement or Prospectus or amendment or
supplement thereto or Blue Sky Application in reliance upon and in conformity
with written information furnished to the Issuer by or on behalf of any Holder
(or its related Indemnified Holder) specifically for use therein; provided
further that as to any preliminary Prospectus, this indemnity agreement shall
not inure to the benefit of any Indemnified Holder or any officer, employee,
representative, agent, director or controlling person of that Indemnified Holder
on account of any loss, claim, damage, liability or action arising from the sale
of the Registrable Securities sold pursuant to the Shelf Registration Statement
to any person by such Indemnified Holder if (i) that Indemnified Holder failed
to send or give a copy of the Prospectus, as the same may be amended or
supplemented, to that person within the time required by the Securities Act and
(ii) the untrue statement or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact in such preliminary
Prospectus was corrected in the Prospectus or a supplement or amendment thereto,
as the case may be, unless in each case, such failure resulted from
noncompliance by the Issuer with Section 4. The foregoing indemnity agreement is
in addition to any liability which the Issuer may otherwise have to any
Indemnified Holder.


                                       12
<PAGE>   14
         (b) Each Holder, severally and not jointly, shall indemnify and hold
harmless the Issuer, its directors, officers, employees, representatives, agents
and each person, if any, who controls the Issuer within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Issuer or any such officer, employee, representative,
agent or controlling person may become subject, insofar as any such loss, claim,
damage or liability or action arises out of, or is based upon:

         (i) any untrue statement or alleged untrue statement of any material
fact contained in the Shelf Registration Statement or Prospectus or any
amendment or supplement thereto or any Blue Sky Application; or

         (ii) the omission or the alleged omission to state therein any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of
such Holder (or its related Indemnified Holder) specifically for use therein,
and shall reimburse the Issuer and any such director, officer, employee,
representative, agent or controlling person promptly upon demand for any legal
or other expenses reasonably incurred by the Issuer or any such officer,
employee or controlling person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action as
such expenses are incurred. The foregoing indemnity agreement is in addition to
any liability which any Holder may otherwise have to the Issuer and any such
director, officer, employee or controlling person.

         (c) Promptly after receipt by an indemnified party under this Section 6
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 6, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 6 except to the extent it has been materially
prejudiced by such failure and, provided, further, that the failure to notify
the indemnifying party shall not relieve it from any liability which it may have
to an indemnified party otherwise than under this Section 6. If any such claim
or action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
the indemnified party shall have the right to employ counsel to represent
jointly the indemnified party and its respective directors, employees, officers
and controlling persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by the indemnified party against the
indemnifying party under this Section 6 if such indemnified party shall have
been advised in writing that the representation of such indemnified party and
those directors, employees, officers and controlling persons by the same counsel
would be inappropriate under applicable standards of professional conduct due to
actual or potential differing interests between


                                       13
<PAGE>   15
them, and in that event the fees and expenses of such separate counsel shall be
paid by the indemnifying party. It is understood that the indemnifying party
shall not be liable for the fees and expenses of more than one separate firm (in
addition to local counsel in each jurisdiction) for all indemnified parties in
connection with any proceeding or related proceedings. Each indemnified party,
as a condition of the indemnity agreements contained in Sections 6(a) and 6(b),
shall use its reasonable best efforts to cooperate with the indemnifying party
in the defense of any such action or claim. No indemnifying party shall:

         (i) without the prior written consent of the indemnified parties (which
consent shall not be unreasonably withheld) effect any settlement of any pending
or threatened action in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of such indemnified party from all liability
arising out of such claim, action, suit or proceeding and does not include a
statement as to or an admission of fault, culpability or failure to act by or on
behalf of any indemnified party, or

         (ii) be liable for any settlement of any such action effected without
its written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss of liability by
reason of such settlement or judgment in accordance with this Section 6.

         (d) If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the registration of the
Registrable Securities pursuant to the Shelf Registration, or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 6(d), the Holders of the Registrable Securities shall
not be required to contribute any amount in excess of the amount by which the
gross proceeds received by such Holders from the sale of the Registrable
Securities pursuant to the Shelf Registration Statement exceeds the amount of
damages which such Holders have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not

                                       14
<PAGE>   16
guilty of such fraudulent misrepresentation. For purposes of this paragraph (d),
each person, if any, who controls such indemnified party within the meaning of
the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act shall have
the same rights to contribution as the Company.

         (e) The indemnity and contribution provisions contained in this Section
6 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser, any Holder or any person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any person controlling the Company, and (iii) any sale of
Registrable Securities pursuant to the Shelf Registration Statement.

         7. RULE 144A. In the event the Issuer is not subject to Section 13 or
15(d) of the Exchange Act, the Issuer hereby agrees with each Holder, for so
long as any Registrable Securities remain outstanding, to make available to any
Holder or beneficial owner of Registrable Securities in connection with any sale
thereof and any prospective purchaser of such Registrable Securities from such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Registrable Securities
pursuant to Rule 144A.

         8.  UNDERWRITTEN REGISTRATIONS.

         (a) The Underwriting Majority may sell its Registrable Securities in an
Underwritten Offering pursuant to the Shelf Registration Statement only with the
Issuer's consent, which consent may be granted or withheld in the Issuer's sole
discretion.

         (b) PARTICIPATION OF HOLDERS. No Holder may participate in any
Underwritten Registration hereunder unless such Holder:

         (i) agrees to sell such Holder's Registrable Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements; and

         (ii) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other
documents reasonably required under the terms of such underwriting arrangements.

         (c) SELECTION OF UNDERWRITERS. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by a Majority of Holders whose
Registrable Securities are included in such Underwriting Offering; provided,
that such investment bankers and managers must be reasonably satisfactory to the
Issuer.

         9.  MISCELLANEOUS.

         (a) REMEDIES. The Issuer acknowledges and agrees that any failure by
the Issuer to comply with its obligations under Section 2 hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to

                                       15
<PAGE>   17
specifically enforce the Issuer's obligations under Section 2 hereof. The Issuer
further agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.

         (b) NO INCONSISTENT AGREEMENTS. The Issuer will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. In addition, the Issuer shall
not grant to any of its security holders (other than the holders of Registrable
Securities in such capacity) the right to include any of its securities in the
Shelf Registration Statement provided for in this Agreement other than the
Registrable Securities. Other than as disclosed in the Issuer's Offering
Memorandum dated March 7, 2001, the Issuer has not previously entered into any
agreement (which has not expired or been terminated) granting any registration
rights with respect to its securities to any Person which rights conflict with
the provisions hereof.

         (c) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Issuer shall not,
directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

         (d) AMENDMENTS AND WAIVERS. This Agreement may not be amended, modified
or supplemented, and waivers or consents to or departures from the provisions
hereof may not be given, unless the Issuer has obtained the written consent of a
Majority of Holders; provided, however, that no amendment, modification,
supplement, waiver or consent to or departure from the provisions of Section 6
that materially and adversely affects a Holder hereof shall be effective as
against any such Holder of Registrable Securities unless consented to in writing
by such Holder.

         (e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

         (i) if to a Holder, at the address set forth on the records of the
registrar under the Indenture or the transfer agent of the Common Stock, as the
case may be; and

         (ii)     if to the Issuer:

                  The BISYS Group, Inc.
                  150 Clove Road
                  Little Falls, NJ 07424
                  Fax No.:  (973) 812-1217
                  Attention:  Edward Forman

                  With a copy to:

                  Skadden, Arps, Slate, Meagher & Flom
                  4 Times Square
                  New York, NY  10036
                  Fax No.:  (212) 735-2000
                  Attention:  Vincent Pisano, Esq.

         (iii)    if to the Initial Purchasers:


                                       16
<PAGE>   18
                  Credit Suisse First Boston Corporation
                  Eleven Madison Avenue
                  New York, NY 10010-3629
                  Fax No.:  (212) 325-8278
                  Attention:  Transactions Advisory Group

                  With a copy to:

                  Latham & Watkins
                  885 Third Avenue
                  New York, NY  10022
                  Fax No.:  (212) 751-4864
                  Attention:  Marc Jaffe, Esq.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

         A document or notice shall be deemed to have been furnished to the
Holders of the Registrable Securities if it is provided to the registered
holders of the Registrable Securities at the address set forth in clause (i)
above.

         (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Registrable Securities; provided, however,
that (i) nothing contained herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the
terms of the Purchase Agreement or the Indenture and (ii) this Agreement shall
not inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign acquired Registrable
Securities from such Holder. If any transferee of any Holder shall acquire
Registrable Securities, in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities such person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof. The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Issuer with
respect to any failure by a Holder to comply with, or breach by any Holder of,
any of the obligations of such Holder under this Agreement.

         (g) PURCHASES AND SALES OF CONVERTIBLE NOTES. The Company shall not,
and shall use its reasonable best efforts to cause its affiliates (as defined in
Rule 405 under the Securities Act) within its Control not to, purchase and then
resell or otherwise transfer any Convertible Notes.


                                       17
<PAGE>   19
         (h) THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Issuer and the
Initial Purchasers, and such Initial Purchasers shall have the right to enforce
such agreements directly to the extent they deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder.

         (i) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (j) SECURITIES HELD BY THE ISSUER OR THEIR AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Issuer or
its "affiliates" (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

         (k) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (l) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         (m) CONSENT TO JURISDICTION. Each party irrevocably agrees that any
legal suit, action or proceeding arising out of or based upon this Agreement or
the transactions contemplated hereby ("Related Proceedings") may be instituted
in the federal courts of the United States of America located in the City of New
York or the courts of the State of New York in each case located in the Borough
of Manhattan in the City of New York (collectively, the "Specified Courts"), and
irrevocably submits to the exclusive jurisdiction (except for proceedings
instituted in regard to the enforcement of a judgment of any such court (a
"Related Judgment"), as to which such Jurisdiction is non-exclusive) of such
courts in any such suit, action or proceeding. The parties further agree that
service of any process, summons, notice or document by mail to such party's
address set forth above shall be effective service of process for any lawsuit,
action or other proceeding brought in any such court. The parties hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any lawsuit, action or other proceeding in the Specified Courts, and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such lawsuit, action or other proceeding brought in any
such court has been brought in an inconvenient forum.

         (n) SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

         (o) ENTIRE AGREEMENT. This Agreement together with the Purchase
Agreement and the Indenture, is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Issuer with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


                                       18
<PAGE>   20
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                                Very truly yours,

                                                The BISYS Group, Inc.


                                                By /s/ Kevin J. Dell
                                                  -----------------------------

                                                       Name: Kevin J. Dell
                                                       Title: Executive Vice
                                                              President and
                                                              General Counsel


The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

BEAR, STEARNS & CO. INC.

By        /s/ Rick A. Lacher
         ------------------------------------
         Name: Rick A. Lacher
         Title: Senior Managing Director


CREDIT SUISSE FIRST BOSTON CORPORATION

By        /s/ Nicholas Golding
         ------------------------------------
         Name: Nicholas Golding
         Title: Director
<PAGE>   21
                                                                         ANNEX A

                              THE BISYS GROUP, INC.
                        NOTICE OF REGISTRATION STATEMENT
                                       AND
                SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE


                                     NOTICE

         The BISYS Group, Inc. (the "Company") has filed, or intends shortly to
file, with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-3 or such other Form as may be available (the
"Shelf Registration Statement") for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the "Securities Act"), of the
Company's 4% Convertible Subordinated Notes due 2006 (CUSIP No. 055-472-AA2)
(the "Notes"), and common stock, par value $0.02 per share, issuable upon
conversion and thereof (the "Shares" and together with the Notes, the "Transfer
Restricted Securities") in accordance with the terms of the Registration Rights
Agreement, dated as of March 13, 2001 (the "Registration Rights Agreement")
between the Company and Bear, Stearns & Co. Inc. and Credit Suisse First Boston
Corporation. A copy of the Registration Rights Agreement is available from the
Company. All capitalized terms not otherwise defined herein have the meaning
ascribed thereto in the Registration Rights Agreement.

         To sell or otherwise dispose of any Transfer Restricted Securities
pursuant to the Shelf Registration Statement, a beneficial owner of Transfer
Restricted Securities generally will be required to be named as a selling
securityholder in the related Prospectus, deliver a Prospectus to purchasers of
Transfer Restricted Securities, be subject to certain civil liability provisions
of the Securities Act and be bound by those provisions of the Registration
Rights Agreement applicable to such beneficial owner (including certain
indemnification rights and obligations, as described below). To be included in
the Shelf Registration Statement, this Election and Questionnaire must be
completed, executed and delivered to the Company at the address set forth herein
for receipt PRIOR TO OR ON [insert date that is 20 business days from the notice
date] (the "Election and Questionnaire Deadline"). BENEFICIAL OWNERS THAT DO NOT
COMPLETE AND RETURN THIS ELECTION AND QUESTIONNAIRE PRIOR TO THE ELECTION AND
QUESTIONNAIRE DEADLINE AND DELIVER IT TO THE COMPANY AS PROVIDED BELOW WILL NOT
BE NAMED AS SELLING SECURITYHOLDERS IN THE PROSPECTUS AND THEREFORE WILL NOT BE
PERMITTED TO SELL ANY TRANSFER RESTRICTED SECURITIES PURSUANT TO THE SHELF
REGISTRATION STATEMENT.

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus.

                                    ELECTION

         The undersigned holder (the "Selling Securityholder") of Transfer
Restricted Securities hereby elects to include in the Shelf Registration
Statement the Transfer Restricted Securities beneficially owned by it and listed
below in Item 3 (unless otherwise specified under Item 3). The undersigned, by
signing and returning this Election and Questionnaire, understands that it will
be



                                      A-1
<PAGE>   22
                                                                         Annex A


bound with respect to such Transfer Restricted Securities by the terms and
conditions of this Election and Questionnaire and the Registration Rights
Agreement.

         Pursuant to the Registration Rights Agreement, the Selling
Securityholder has agreed to indemnify and hold harmless the Company, the
Company's directors, the Company's officers, employees, representatives and
agents who sign the Shelf Registration Statement and each person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against certain losses arising
in connection with statements concerning the Selling Securityholder made in the
Shelf Registration Statement or the related Prospectus in reliance upon the
information provided in this Election and Questionnaire.

         The Selling Securityholder hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete:

                                  QUESTIONNAIRE

1.       (a)      Full legal name of Selling Securityholder:

                  -------------------------------------------------------------


         (b)      Full legal name of registered holder (if not the same as (a)
         above) through which Transfer Restricted Securities listed in (3) below
         are held:

                  -------------------------------------------------------------

         (c)      Full legal name of DTC participant (if applicable and if not
         the same as (b) above) through which Transfer Restricted Securities
         listed in (3) are held:



2.       Address for notices to Selling Securityholders:

         ----------------------------------------------------------------------

         ----------------------------------------------------------------------

         ----------------------------------------------------------------------
         Telephone:
                   ------------------------------------------------------------
         Fax:
             ------------------------------------------------------------------
         Contact Person:
                        -------------------------------------------------------

3.       Beneficial ownership of Transfer Restricted Securities:

         (a)      Type of Transfer Restricted Securities beneficially owned, and
         principal amount of Notes or Number of shares of Common Stock, as the
         case may be, beneficially owned:


         (b)      CUSIP No(s). of such Transfer Restricted Securities
         beneficially owned:


4.       Beneficial ownership of the Company's securities owned by the Selling
         Securityholder:


                                      A-2
<PAGE>   23
                                                                         Annex A


EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT THE
BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN THE
TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN ITEM (3) ("OTHER SECURITIES").

         (a)      Type and amount of Other Securities beneficially owned by the
Selling Securityholder:

         ----------------------------------------------------------------------


         (b)      CUSIP No(s). of such Other Securities beneficially owned:

         ----------------------------------------------------------------------

5.       Relationship with the Company

         Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Company (or their predecessors or affiliates) during the past three years.

         State any exceptions here:

         ----------------------------------------------------------------------
         ----------------------------------------------------------------------

6.       Plan of Distribution:

         Except as set forth below, the undersigned (including its donees or
pledgees) intends to distribute the Transfer Restricted Securities listed above
in Item (3) pursuant to the Shelf Registration Statement only as follows (if at
all). Such Transfer Restricted Securities may be sold from time to time directly
by the undersigned or, alternatively, through underwriters, broker-dealers or
agents. If the Transfer Restricted Securities are sold through underwriters or
broker-dealers, the Selling Securityholder will be responsible for underwriting
discounts or commissions or agent's commissions. Such Transfer Restricted
Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions):

         (i) on any national securities exchange or quotation service on which
the Transfer Restricted Securities may be listed or quoted at the time of sale;

         (ii) in the over-the-counter market;

         (iii) in transactions otherwise than on such exchanges or services or
in the over-the-counter market; or

         (iv) through the writing of options.

         In connection with sales of the Transfer Restricted Securities or
otherwise, the undersigned may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Transfer
Restricted Securities and deliver Transfer Restricted Securities to

                                      A-3
<PAGE>   24
                                                                         Annex A

close out such short positions, or loan or pledge Transfer Restricted Securities
to broker-dealers that in turn may sell such securities. State any exceptions
here:

        -----------------------------------------------------------------------

        -----------------------------------------------------------------------

         Note: In no event will such method(s) of distribution take the form of
an underwritten offering of the Transfer Restricted Securities without the prior
agreement of the Company.

         By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees it will comply, with the
provisions of the prospectus delivery and other provisions of the Securities Act
and Exchange Act and the respective rules and regulations promulgated
thereunder, particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Transfer Restricted Securities
pursuant to the Shelf Registration Statement.

         If the Selling Securityholder transfers all or any portion of the
Transfer Restricted Securities listed in Item 3 above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Election and Questionnaire and the Registration Rights
Agreement.

         By signing below, the Selling Securityholder consents to the disclosure
of the information contained herein in its answers to Items (1) through (6)
above and the inclusion of such information in the Shelf Registration Statement
and the related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation or amendment of the Shelf Registration Statement and the related
Prospectus.

         In accordance with the Selling Securityholder's obligation under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein that may occur subsequent to the date
hereof at any time while the Shelf Registration Statement remains effective. All
notices hereunder and pursuant to the Registration Rights Agreement shall be
made in writing at the address set forth below.

         Once this Election and Questionnaire is executed by the Selling
Securityholders and received by the Company, the terms of this Election and
Questionnaire and the representations and warranties contained herein shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives and assigns of the
Company and the Selling Securityholder with respect to the Transfer Restricted
Securities beneficially owned by such Selling Securityholder and listed in Item
3 above. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.



                                      A-4
<PAGE>   25
                                                                         Annex A


         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Election and Questionnaire to be executed and delivered either in
person or by its authorized agent.

Dated:

Beneficial Owner

By:
    --------------------------------
    Name:
    Title:

Please return the completed and executed Election and Questionnaire for receipt
PRIOR TO OR ON [DEADLINE FOR RESPONSE] to The BISYS Group, Inc. at:

         The BISYS Group, Inc.
         150 Clove Road
         Little Falls, New Jersey 07424
         Attention: Treasurer



                                      A-5
<PAGE>   26
                                                            Exhibit 1 to Annex A

                           NOTICE TO TRANSFER PURSUANT
                            TO REGISTRATION STATEMENT

The BISYS Group, Inc.
150 Clove Road
Little Falls, New Jersey 07424
Attention: Treasurer

The Chase Manhattan Trust Company, National Association
One Liberty Place
1650 Market Street, Suite 5210
Philadelphia, PA 19103
Attention: Institutional Trust Services

         Re:      The BISYS Group, Inc.'s
                  4% Convertible Subordinated Notes due 2006 (the "Notes")

Dear Sirs:

         Please be advised that __________ has transferred $_________ aggregate
principal amount of the above-referenced Notes or ____________________________
shares of the Company's Common Stock issued on conversion or repurchase of
Notes, pursuant to the Registration Statement on Form S-3 (File No. 333-
__________ ) filed by the Company.

         We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above named beneficial owner of the Notes
or Common Stock is named as a selling securityholder in the Prospectus dated
_____________________ , or in amendments or supplements thereto, and that the
aggregate principal amount of the Notes or number of shares of Common Stock
transferred are [all or a portion of] the Notes or Common Stock listed in such
Prospectus, as amended or supplemented, opposite such owner's name.

                                        Very truly yours,
                                        [name]


                                        By:____________________________________

                                                   (Authorized signature)

Dated:


                                      A-E1