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                                                                     EXHIBIT 4.1

                            THE TRIZETTO GROUP, INC.

                           SECOND AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN

                    (AMENDED AND RESTATED AS OF MAY 16, 2001)

1.   THE PLAN.

     1.1. PURPOSE. The purpose of this Plan is to promote the success of the
Company and the interests of its stockholders by attracting, motivating,
retaining and rewarding directors, officers, employees and other eligible
persons through the grant of equity incentives. Capitalized terms used herein
are defined in Section 4.

     1.2. ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE.

          1.2.1. COMMITTEE. This Plan will be administered by and all Options
will be authorized by the Committee. Action of the Committee with respect to the
administration of this Plan will be taken pursuant to a majority vote or by
written consent of its members.

          1.2.2. PLAN AWARDS; INTERPRETATION; POWERS OF COMMITTEE. Subject to
the express provisions of this Plan and any express limitations on the delegated
authority of a Committee, the Committee will have the authority to:

                 (a) determine eligibility and the particular Eligible Persons
who will receive Options;

                 (b) grant Options to Eligible Persons, determine the price at
which securities will be offered or awarded and the amount of securities to be
offered or awarded to any of such persons, and determine the other specific
terms and conditions of such Options consistent with the express limits of this
Plan, and establish the installments (if any) in which such Options will become
exercisable or will vest, or determine that no delayed exercisability or vesting
is required, and establish the events of termination or reversion of such
Options;

                 (c) approve the forms of Option Agreements (which need not be
identical either as to type of Option or among Participants);

                 (d) construe and interpret this Plan and any agreements
defining the rights and obligations of the Company and Participants under this
Plan, further define the terms used in this Plan, and prescribe, amend and
rescind rules and regulations relating to the administration of this Plan;

                 (e) cancel, modify, or waive the Corporation's rights with
respect to, or modify, discontinue, suspend, or terminate any or all outstanding
Options held by Eligible Persons, subject to any required consent under Section
3.6;

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                 (f) accelerate or extend the exercisability or extend the term
of any or all such outstanding Options within the maximum ten-year term of
Options under Section 2.4; and

                 (g) make all other determinations and take such other action as
contemplated by this Plan or as may be necessary or advisable for the
administration of this Plan and the effectuation of its purposes.

          1.2.3. BINDING DETERMINATIONS. Any action taken by, or inaction of,
the Corporation, any Subsidiary, the Board or the Committee relating or pursuant
to this Plan will be within the absolute discretion of that entity or body and
will be conclusive and binding upon all persons. No member of the Board or
Committee, or officer of the Corporation or any Subsidiary, will be liable for
any such action or inaction of the entity or body, of another person or, except
in circumstances involving bad faith, of himself or herself. Subject only to
compliance with the express provisions hereof, the Board and Committee may act
in their absolute discretion in matters within their authority related to this
Plan.

          1.2.4. RELIANCE ON EXPERTS. In making any determination or in taking
or not taking any action under this Plan, the Committee or the Board, as the
case may be, may obtain and may rely upon the advice of experts, including
employees of and professional advisors to the Corporation. No director, officer
or agent of the Company will be liable for any such action or determination
taken or made or omitted in good faith.

          1.2.5. BIFURCATION OF PLAN ADMINISTRATION; DELEGATION. Subject to the
limits set forth in the definition of "Committee" in Section 4, the Board may
delegate different levels of authority to different Committees with
administration and grant authority under this Plan, provided that each
designated Committee granting any Options hereunder shall consist exclusively of
a member or members of the Board. A majority of the members of the acting
Committee shall constitute a quorum. The vote of a majority of a quorum or the
unanimous written consent of the Committee shall constitute action by the
Committee. A Committee may delegate ministerial, non-discretionary functions to
individuals who are officers or employees of the Company.

     1.3. PARTICIPATION. Options may be granted by the Committee only to those
persons that the Committee determines to be Eligible Persons. An Eligible Person
who has been granted an Option may, if otherwise eligible, be granted additional
Options if the Committee so determines.

     1.4. SHARES AVAILABLE FOR OPTIONS; SHARE LIMITS.

          1.4.1. SHARES AVAILABLE. Subject to the provisions of Section 3.3, the
capital stock that may be delivered under this Plan will be shares of the
Corporation's Common Stock. The Shares may be delivered for any lawful
consideration.

          1.4.2. SHARE LIMITS. The maximum number of shares of Common Stock that
may be delivered pursuant to Options granted to Eligible Persons under this Plan
will not exceed 9,000,000 (the "SHARE LIMIT"). The maximum number of Shares
subject to those Options that are granted during any calendar year to any one
individual will be limited to 400,000. Each of the foregoing numerical limits
will be subject to adjustment as contemplated by this Section 1.4 and Section
3.3.


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          1.4.3. SHARE RESERVATION; REPLENISHMENT AND REISSUE OF UNVESTED
OPTIONS. No Option may be granted under this Plan unless, on the date of grant,
the sum of (i) the maximum number of Shares issuable at any time pursuant to
such Option, plus (ii) the number of Shares that have previously been issued
pursuant to Options granted under this Plan, other than reacquired Shares
available for reissue consistent with any applicable legal limitations, plus
(iii) the maximum number of Shares that may be issued at any time after such
date of grant pursuant to Options that are outstanding on such date, does not
exceed the Share Limit. Shares that are subject to or underlie Options that
expire or for any reason are canceled or terminated, are forfeited, fail to
vest, or for any other reason are not paid or delivered under this Plan, as well
as reacquired Shares, will again, except to the extent prohibited by law, be
available for subsequent Options under this Plan.

     1.5. TRANSFER AND OTHER LIMITATIONS ON OPTIONS.

          1.5.1. LIMIT ON EXERCISE AND TRANSFER. Unless otherwise expressly
provided in (or pursuant to) this Section 1.5, by applicable law and by the
Option Agreement, as the same may be amended, (i) all Options are
non-transferable and will not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge; (ii)
Options will be exercised only by the Participant; and (iii) amounts payable or
shares issuable pursuant to an Option will be delivered only to (or for the
account of) the Participant.

          1.5.2. EXCEPTIONS. The Committee may permit Options to be exercised by
and paid only to certain persons or entities related to the Participant pursuant
to such conditions and procedures as the Committee may establish. Any permitted
transfer will be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes and without consideration (other than nominal consideration).
Incentive Stock Options, however, will be subject to any and all additional
transfer restrictions under the Code.

          1.5.3. FURTHER EXCEPTIONS TO LIMITS ON TRANSFER. The exercise and
transfer restrictions in Section 1.5.1 will not apply to:

                 (a) transfers to the Corporation,

                 (b) the designation of a beneficiary to receive benefits if the
Participant dies or, if the Participant has died, transfers to or exercises by
the Participant's beneficiary, or, in the absence of a validly designated
beneficiary, transfers by will or the laws of descent and distribution,

                 (c) transfers pursuant to a QDRO if approved or ratified by the
Committee,

                 (d) if the Participant has suffered a disability, permitted
transfers or exercises on behalf of the Participant by the Participant's legal
representative, or

                 (e) the authorization by the Committee of "cashless exercise"
procedures with third parties who provide financing for the purpose of (or who
otherwise facilitate) the exercise of Options consistent with applicable laws
and the express authorization of the Committee.

          1.5.4. LOCK-UP AGREEMENTS. No Participant or transferee of a
Participant shall, directly or indirectly, offer, sell, offer to sell, contract
to sell, grant any option to purchase or


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otherwise sell, transfer, pledge, or dispose (or announce any offer, sale, offer
of sale, contract of sale, grant of any option to purchase or other sale,
transfer, pledge or disposition) (collectively, a "Transfer") of any of the
Shares acquired on exercise, conversion or settlement of an Option for a period
commencing as of 14 days prior to and ending one year, or such lesser period of
time as the relevant underwriters may permit, after the effective date of a
registration statement covering any public offering of the Corporation's
securities of which a Participant has notice. A Participant shall agree and
consent to the entry of stop transfer instructions with the Corporation's
transfer agent against the Transfer of the Corporation's securities beneficially
owned by such Participant. If at any time the Corporation proposes to register
its Common Stock under the Securities Act in connection with an underwritten
public offering of the Corporation's Common Stock, a Participant shall agree to
enter into a one year, or such lesser period of time as the relevant
underwriters may permit, lock-up agreement with the underwriter or underwriters
selected for such underwriting by the Corporation restricting any Transfers of
shares of the Corporation's Common Stock owned by or acquirable by such
Participant, such lock-up agreement to be in customary form. Notwithstanding
anything else herein to the contrary, this Section 1.5.4 shall not be construed
so as to prohibit a Participant from participating in a registration or a public
offering of the Common Stock with respect to any Shares which he or she may hold
at that time, provided, however, that such participation shall be at the sole
discretion of the Board.

          1.5.5. ADDITIONAL TRANSFER AND OTHER RESTRICTIONS ON OPTIONS. The
transfer of Shares acquired pursuant to the exercise or vesting of an Option or
any interest therein shall be subject to such additional restrictions pursuant
to Section 3.1.4, or as the Committee may from time to time specify with respect
to such Option in the related Option Agreement.

2.   OPTIONS.

     2.1. GRANTS. One or more Options may be granted under this Section 2 to any
Eligible Person. Subject to the express provisions of this Plan, the Committee
will determine the number of shares of Common Stock subject to each Option, and
the exercise price or purchase price to be paid for the Shares. Each Option will
be evidenced by an Option Agreement signed by the Corporation and, if required
by the Committee, by the Participant. Each Option granted will be designated in
the applicable Option Agreement, by the Committee, as either an Incentive Stock
Option, subject to Section 2.5, or a Nonqualified Stock Option.

     2.2. OPTION PRICE.

          2.2.1. PRICING LIMITS. The purchase price per Share covered by each
Option will be determined by the Committee at the time of the award of the
Option, but will not be less than the greater of (i) the par value thereof, or
(ii) 85% of the Fair Market Value of the Common Stock on the date of grant. In
the case of Incentive Stock Options, the purchase price per Share will not be
less than 100% (110% in the case of a Participant described in Section 2.6) of
the Fair Market Value of the Common Stock on the date of grant.

          2.2.2. PAYMENT PROVISIONS. The purchase price of any Shares purchased
on exercise of an Option granted under this Section 2 will be paid in full at
the time of each purchase in one or a combination of the following methods: (i)
in cash or by electronic funds transfer; (ii) by certified or cashier's check
payable to the order of the Corporation; (iii) if authorized by the Committee or
specified in the applicable Option Agreement, by a promissory note of the
Participant consistent with the requirements of Section 2.2.3; (iv) by notice
and third party payment in such


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manner as may be authorized by the Committee; (v) if authorized by the
Committee, cancellation of indebtedness or conversion of other securities; or
(vi) by the delivery of Shares already owned by the Participant, but the
Committee may in its absolute discretion limit the Participant's ability to
exercise an Option by delivering such Shares, and any Shares delivered that were
initially acquired upon exercise of a stock option must have been owned by the
Participant at least six months as of the date of delivery. Shares of Common
Stock used to satisfy the exercise price of an Option will be valued at their
Fair Market Value on the date of exercise. Without limiting the generality of
the foregoing, the Committee may provide that the Option can be exercised and
payment made by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Corporation the
amount of sale proceeds necessary to pay the exercise price and, unless
otherwise prohibited by the Committee or applicable law, any applicable tax
withholding under Section 3.5. The Corporation will not be obligated to deliver
certificates for the Shares unless and until it receives full payment of the
exercise price therefor and any related withholding obligations have been
satisfied.

          2.2.3. ACCEPTANCE OF NOTES TO FINANCE EXERCISE. The Corporation may,
with the Committee's express approval, accept one or more notes from any
Eligible Person in connection with the exercise of any outstanding Option; but
any such note will be subject to the following terms and conditions:

                 (a) PRINCIPAL. The Principal of the note will not exceed the
amount required to be paid to the Corporation upon the exercise of one or more
Options under this Plan and the note will be delivered directly to the
Corporation in consideration of such exercise or receipt.

                 (b) TERM. The initial term of the note will be determined by
the Committee; but the term of the note, including extensions, will not exceed a
period of five years.

                 (c) RECOURSE; SECURITY. The note will provide for full recourse
to the Participant and will bear interest at a rate determined by the Committee
but not less than the interest rate necessary to avoid the imputation of
interest under the Code. If required by the Committee or by applicable law, the
note will be secured by a pledge of any shares or rights financed thereby in
compliance with applicable law. The terms, repayment provisions, and collateral
release provisions of the note and the pledge securing the note will conform
with applicable rules and regulations of the Federal Reserve Board as then in
effect.

                 (d) TERMINATION OF EMPLOYMENT. If the employment of the
Participant terminates, the unpaid principal balance of the note will become due
and payable on the 10th business day after such termination; but if a sale of
such shares would cause such Participant to incur liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended, the unpaid balance will
become due and payable on the 10th business day after the first day on which a
sale of such shares could have been made without incurring such liability
assuming for these purposes that there are no other transactions (or deemed
transactions in securities of this Corporation) by the Participant after such
termination, subject to the maximum term of the note under Section 2.2.3(b).

     2.3. VESTING; LIMITS ON AND PROVISIONS FOR EXERCISE; OTHER LIMITATIONS.

          2.3.1. VESTING. Unless the Committee otherwise expressly provides in
the applicable Option Agreement, each Option shall vest and become exercisable
as to 25% of the aggregate number of Shares subject to the Option on each of the
first through fourth



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anniversaries of the applicable Award Date. Unless the Committee otherwise
expressly provides in the applicable Option Agreement, if a Participant's
employment by (or other service specified in the Option Agreement to) the
Company terminates due to the Participant's death or Total Disability, the
Participant's Option shall vest and become exercisable on his or her Severance
Date (as such term is defined in Section 3.2) to the extent such Option would
have vested and become exercisable in the 90-day period following his or her
Severance Date had he or she remained in the employ of (or providing services
to) the Company.

          2.3.2. EXERCISE PROCEDURE. Any exercisable Option will be deemed to be
exercised when the Corporation receives written notice of such exercise from the
Participant in a form approved by the Committee specifying the number of Shares
with respect to which the Option is being exercised, together with any required
payment made in accordance with Section 2.2.2. In addition, the Participant must
provide any written statements required pursuant to Section 3.4 of the Plan, if
any.

          2.3.3. FRACTIONAL SHARES/MINIMUM ISSUE. Fractional share interests
will be disregarded, but may be accumulated. The Committee, however, may
determine in the case of Eligible Persons that cash, other securities, or other
property will be paid or transferred in lieu of any fractional share interests.
No fewer than 100 Shares may be purchased on exercise of any Option at one time
unless the number purchased is the total number at the time available for
purchase under the Option.

     2.4. OPTION PERIOD. Any Option and all rights thereunder shall expire not
more than 10 years after the date of grant; provided, however, that any payment
of cash or delivery of stock pursuant to an Option may be delayed until a future
date if specifically authorized by the Committee in writing.

     2.5. LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.

          2.5.1. $100,000 LIMIT. To the extent that the aggregate "FAIR MARKET
VALUE" of stock with respect to which incentive stock options first become
exercisable by a Participant in any calendar year exceeds $100,000, taking into
account both Common Stock subject to Incentive Stock Options under this Plan and
stock subject to incentive stock options under all other plans of the Company or
any parent corporation, such options will be treated as Nonqualified Stock
Options. For this purpose, the "FAIR MARKET VALUE" of the stock subject to
options will be determined as of the date the options were awarded. In reducing
the number of options treated as incentive stock options to meet the $100,000
limit, the most recently granted options will be reduced first. To the extent a
reduction of simultaneously granted options is necessary to meet the $100,000
limit, the Committee may, in the manner and to the extent permitted by law,
designate which Shares are to be treated as shares acquired pursuant to the
exercise of an Incentive Stock Option.

          2.5.2. OTHER CODE LIMITS. Incentive Stock Options may only be granted
to Eligible Employees of the Corporation or a Subsidiary that satisfies the
other eligibility requirements of the Code. There will be imposed in any Option
Agreement relating to Incentive Stock Options such other terms and conditions as
from time to time are required in order that the Option be an "incentive stock
option" as that term is defined in Section 422 of the Code.

          2.5.3. ISO NOTICE OF SALE REQUIREMENT. Any employee who exercises an
Incentive Stock Option shall give prompt written notice to the Corporation of
any sale or other


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transfer of the Shares acquired within one year after the exercise date or two
years after the Award Date.

     2.6. LIMITS ON 10% HOLDERS. No Incentive Stock Option may be granted to any
person who, at the time the Option is granted, owns (or is deemed to own under
Section 424(d) of the Code) shares of outstanding Common Stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Corporation, unless the exercise price of such Option is at least 110% of the
Fair Market Value of the stock subject to the Option and such Option by its
terms is not exercisable after the expiration of five years from the date such
Option is granted.

     2.7. OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS.
Subject to Section 1.4 and Section 3.6 and the specific limitations on Options
contained in this Plan, the Committee from time to time may authorize, generally
or in specific cases only, for the benefit of any Eligible Person any adjustment
in the exercise or purchase price, the vesting schedule, the number of shares
subject to, or the restrictions upon or the term of, an Option granted under
this Section 2 by cancellation of an outstanding Option and a subsequent
regranting of an Option by amendment, by substitution of an outstanding Option,
by waiver or by other legally valid means. Such amendment or other action may
result among other changes in an exercise or purchase price that is higher or
lower than the exercise or purchase price of the original or prior Option,
provide for a greater or lesser number of Shares subject to the Option, or
provide for a longer or shorter vesting or exercise period.

     2.8. OPTIONS FOR STOCK OPTIONS GRANTED BY OTHER CORPORATIONS. Options may
be granted to Eligible Persons under this Plan in substitution for employee
stock options granted by other entities to persons who are or who will become
Eligible Persons in respect of the Company, in connection with a distribution,
merger or reorganization by or with the granting entity or an affiliated entity,
or the acquisition by the Company, directly or indirectly, of all or a
substantial part of the stock or assets of the employing entity.

3.   OTHER PROVISIONS.

     3.1. RIGHTS OF ELIGIBLE PERSONS, PARTICIPANTS AND BENEFICIARIES.

          3.1.1. EMPLOYMENT STATUS. Status as an Eligible Person will not be
construed as a commitment that any Option will be granted under this Plan to an
Eligible Person or to Eligible Persons generally.

          3.1.2. NO EMPLOYMENT CONTRACT. Nothing contained in this Plan (or in
any other documents related to this Plan or to any Option) will confer upon any
Eligible Person or other Participant any right to continue in the employ or
other service of the Company or constitute any contract or agreement of
employment or other service, nor will interfere in any way with the right of the
Company to otherwise change such person's compensation or other benefits or to
terminate the employment or service of such person, with or without cause, but
nothing contained in this Plan or any related document will adversely affect any
independent contractual right of such person without the person's consent.

          3.1.3. PLAN NOT FUNDED. Options payable under this Plan will be
payable in Shares or from the general assets of the Corporation, and (except as
provided in Section 1.4.3) no special or separate reserve, fund or deposit will
be made to assure payment of such Options. No


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Participant, Beneficiary or other person will have any right, title or interest
in any fund or in any specific asset (including Shares, except as expressly
otherwise provided) of the Company by reason of any Option hereunder. Neither
the provisions of this Plan (or of any related documents), nor the creation or
adoption of this Plan, nor any action taken pursuant to the provisions of this
Plan will create, or be construed to create, a trust of any kind or a fiduciary
relationship between the Company and any Participant, Beneficiary or other
person. To the extent that a Participant, Beneficiary or other person acquires a
right to receive payment pursuant to any Option hereunder, such right will be no
greater than the right of any unsecured general creditor of the Company.

          3.1.4. CHARTER DOCUMENTS. The Articles of Incorporation and Bylaws of
the Corporation, as either of them may be amended from time to time, may provide
for additional restrictions and limitations with respect to the Common Stock
(including additional restrictions and limitations on the transfer of Shares).
To the extent that these restrictions and limitations are greater than those set
forth in this Plan or any Option Agreement, such restrictions and limitations
shall apply to any Shares acquired pursuant to the exercise of Options and are
incorporated herein by this reference.

     3.2. EFFECTS OF TERMINATION OF EMPLOYMENT; DISCRETIONARY PROVISIONS.

          3.2.1. RESIGNATION OR DISMISSAL. Unless otherwise provided in the
Option Agreement and subject to earlier termination pursuant to or as
contemplated by Section 2.4 or 3.3, if the Participant's employment by (or other
service specified in the Option Agreement to) the Company terminates for any
reason (including termination by the Company for cause) (the date of such
termination being referred to as the "SEVERANCE DATE") other than due to Total
Disability, Retirement or death, the Participant will have until the date which
is 30 days after his or her Severance Date to exercise any Option (or portion
thereof) to the extent that it is exercisable on the Severance Date. In such
cases, the Option, to the extent not exercisable on the Severance Date, will
terminate.

          3.2.2. DEATH, RETIREMENT OR DISABILITY. Unless otherwise provided in
the Option Agreement and subject to earlier termination pursuant to or as
contemplated by Section 2.4 or 3.3, if the Participant's employment by (or
specified service to) the Company terminates as a result of Total Disability,
Retirement or death, the Participant, the Participant's Personal Representative
or the Participant's Beneficiary, as the case may be, will have until the date
which is one year after the Participant's Severance Date to exercise any Option
(or portion thereof) to the extent that it is exercisable on the Severance Date
(or becomes exercisable in connection with the Participant's death or Total
Disability pursuant to Section 2.3.1). The Option, to the extent not exercisable
as of the Severance Date, will terminate.

          3.2.3. COMMITTEE DISCRETION. Notwithstanding the foregoing provisions
of this Section 3.2, in the event of, or in anticipation of, a termination of
employment with the Company for any reason, other than discharge for cause, the
Committee may increase the portion of the Participant's Option available to the
Participant, or Participant's Beneficiary or Personal Representative, as the
case may be, or, subject to the provisions of Section 2.4, extend the
exercisability period upon such terms as the Committee determines and expressly
sets forth in or by amendment to the Option Agreement.


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     3.3. ADJUSTMENTS; ACCELERATION.

          3.3.1. ADJUSTMENTS. The following provisions will apply if any
extraordinary dividend or other extraordinary distribution occurs in respect of
the Common Stock (whether in the form of cash, Common Stock, other securities,
or other property), or any reclassification, recapitalization, stock split
(including a stock split in the form of a stock dividend), reverse stock split,
reorganization, merger, combination, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary corporate transaction (or
event in respect of the Common Stock) or a sale of substantially all the assets
of the Corporation as an entirety occurs. The Committee will, in such manner and
to such extent (if any) as it deems appropriate and equitable

                 (a) proportionately adjust any or all of (i) the number and
type of Shares (or other securities) that thereafter may be made the subject of
Options (including the specific maxima and numbers of Shares set forth elsewhere
in this Plan), (ii) the number, amount and type of Shares (or other securities
or property) subject to any or all outstanding Options, (iii) the purchase or
exercise price of any or all outstanding Options, or (iv) the securities, cash
or other property deliverable upon exercise of any outstanding Options, or

                 (b) in the case of an extraordinary dividend or other
distribution, recapitalization, reclassification, merger, reorganization,
consolidation, combination, sale of assets, split up, exchange, or spin off,
make provision for a cash payment or for the substitution or exchange of any or
all outstanding Options or the cash, securities or property deliverable to the
holder of any or all outstanding Options based upon the distribution or
consideration payable to holders of the Common Stock upon or in respect of such
event. In each case, with respect to Incentive Stock Options, no such adjustment
will be made that would cause this Plan to violate Section 422 or 424(a) of the
Code or any successor provisions without the written consent of the holders
materially adversely affected thereby. In any of such events, the Committee may
take such action sufficiently prior to such event if necessary to permit the
Participant to realize the benefits intended to be conveyed with respect to the
underlying shares in the same manner as is available to stockholders generally.

          3.3.2. ACCELERATION OF OPTIONS UPON CHANGE IN CONTROL. Unless prior to
a Change in Control Event the Committee determines that, upon its occurrence,
benefits under any or all Options will not accelerate or determines that only
certain or limited benefits under any or all Options will be accelerated and the
extent to which they will be accelerated, and/or establishes a different time in
respect of such Change in Control Event for such acceleration, then upon the
occurrence of a Change in Control Event, each Option will become immediately
vested and exercisable. However, in the case of a transaction intended to be
accounted for as a pooling of interests transaction, the Committee shall have no
discretion with respect to the foregoing acceleration of Options. The Committee
may override the limitations on acceleration in this Section 3.3.2 by express
provision in the Option Agreement and may accord any Eligible Person a right to
refuse any acceleration, whether pursuant to the Option Agreement or otherwise,
in such circumstances as the Committee may approve. Any acceleration of Options
will comply with applicable legal requirements.

          3.3.3. POSSIBLE EARLY TERMINATION OF ACCELERATED OPTIONS. If any
Option to acquire Common Stock under this Plan has been fully accelerated as
required or permitted by Section 3.3.2 but is not exercised prior to (i) a
dissolution of the Corporation, or (ii) an event described in Section 3.3.1 that
the Corporation does not survive, or (iii) the consummation of an event
described in Section 3.3.1 involving a Change in Control Event approved by the
Board, such Option will terminate, subject to any provision that has been
expressly made by the Committee


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through a plan of reorganization approved by the Board or otherwise for the
survival, substitution, assumption, exchange or other settlement of such Option.

          3.3.4. GOLDEN PARACHUTE LIMITATIONS. Unless otherwise specified in an
Award Agreement, no Award will be accelerated under this Plan to an extent or in
a manner that would not be fully deductible by the Company for federal income
tax purposes because of Section 280G of the Code, nor will any payment hereunder
be accelerated if any portion of such accelerated payment would not be
deductible by the Company because of Section 280G of the Code. If a holder would
be entitled to benefits or payments hereunder and under any other plan or
program that would constitute "parachute payments" as defined in Section 280G of
the Code, then the holder may by written notice to the Company designate the
order in which such parachute payments will be reduced or modified so that the
Company is not defined federal income tax deductions for any "parachute
payments" because of Section 280G of the Code.


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     3.4. COMPLIANCE WITH LAWS.

          3.4.1. GENERAL. This Plan, the granting and vesting of Options under
this Plan and the offer, issuance and delivery of Shares for other securities
and/or the payment of money under this Plan or under Options granted hereunder
are subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities laws and
federal margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Corporation, be
necessary or advisable in connection therewith. Any securities delivered under
this Plan will be subject to such restrictions, and to any restrictions the
Committee may require to preserve a pooling of interests under generally
accepted accounting principles, and the person acquiring such securities will,
if requested by the Corporation, provide such assurances and representations to
the Corporation as the Corporation may deem necessary or desirable to assure
compliance with all applicable legal requirements.

          3.4.2. COMPLIANCE WITH SECURITIES LAWS. No Participant shall sell,
pledge or otherwise transfer Shares acquired pursuant to an Option or any
interest in such Shares except in accordance with the express terms of this Plan
and the applicable Option Agreement. Any attempted transfer in violation of this
Section 3.4 shall be void and of no effect. Without in any way limiting the
provisions set forth above, no Participant shall make any disposition of all or
any portion of Shares acquired pursuant to an Option, except in compliance with
all applicable federal and state securities laws and unless and until:

                 (a) there is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or

                 (b) such disposition is made in accordance with Rule 144 under
the Securities Act; or

                 (c) such Participant notifies the Corporation of the proposed
disposition and furnishes the Corporation with a statement of the circumstances
surrounding the proposed disposition, and, if requested by the Corporation, such
Participant furnishes the Corporation with an opinion of counsel acceptable to
the Corporation's counsel, that such disposition will not require registration
under the Securities Act and will be in compliance with all applicable state
securities laws.

     Notwithstanding anything else herein to the contrary, the Company has no
obligation to register the Common Stock or file any registration statement under
either federal or state securities laws.

     3.5. TAX WITHHOLDING.

          3.5.1. TAX WITHHOLDING. Upon any exercise, vesting, or payment of any
Option or upon the disposition of Shares acquired pursuant to the exercise of an
Incentive Stock Option prior to satisfaction of the holding period requirements
of Section 422 of the Code, the Company shall have the right at its option to
(i) require the Participant (or Personal Representative or Beneficiary, as the
case may be) to pay or provide for payment of the amount of any taxes which the
Company may be required to withhold with respect to such Option event or
payment, or (ii) deduct from any


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<PAGE>   12

amount payable in cash the amount of any taxes which the Company may be required
to withhold with respect to such cash payment. In any case where a tax is
required to be withheld in connection with the delivery of Shares under this
Plan, the Committee may in its sole discretion (subject to Section 3.4) grant
(either at the time of the Option or thereafter) to the Participant the right to
elect, pursuant to such rules and subject to such conditions as the Committee
may establish, to have the Corporation reduce the number of Shares to be
delivered by (or otherwise reacquire) the appropriate number of Shares valued at
their then Fair Market Value, to satisfy such withholding obligation.

          3.5.2. TAX LOANS. If so provided in the Option Agreement or otherwise
authorized by the Committee, the Corporation may, to the extent permitted by
law, authorize a loan to an Eligible Person in the amount of any taxes that the
Company may be required to withhold with respect to Shares received (or disposed
of, as the case may be) pursuant to a transaction described in Section 3.5.1.
Such a loan will be for a term, at a rate of interest and pursuant to such other
terms and conditions as the Corporation, under applicable law, may establish and
such loan need not comply with the provisions of Section 2.2.3.

     3.6. PLAN AMENDMENT, TERMINATION AND SUSPENSION.

          3.6.1. BOARD AUTHORIZATION. The Board may, at any time, terminate or,
from time to time, amend, modify or suspend this Plan, in whole or in part. No
Options may be granted during any suspension of this Plan or after termination
of this Plan, but the Committee will retain jurisdiction as to Options then
outstanding in accordance with the terms of this Plan.

          3.6.2. STOCKHOLDER APPROVAL. To the extent then required under
Sections 422 and 424 of the Code or any other applicable law, or deemed
necessary or advisable by the Board, any amendment to this Plan shall be subject
to stockholder approval.

          3.6.3. AMENDMENTS TO OPTIONS. Without limiting any other express
authority of the Committee under but subject to the express limits of this Plan,
the Committee by agreement or resolution may waive conditions of or limitations
on Options to Eligible Persons that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant, and may make other
changes to the terms and conditions of Options that do not affect in any manner
materially adverse to the Participant, the Participant's rights and benefits
under an Option.

     Notwithstanding the foregoing provisions of this Section 3.6.3 or Section
3.6.4, if the accounting treatment under generally accepted accounting
principles of any Options granted hereunder would be materially more adverse to
the Company with respect to its ability to raise additional capital than
anticipated at the time of approval of this Plan or the Options because of a
change in those principles or the interpretation or application thereof, the
Committee may, in the exercise of its discretion and without the consent of the
Participant, amend the terms of such Options to the extent the Committee deems
necessary to eliminate such effect.

          3.6.4. LIMITATIONS ON AMENDMENTS TO PLAN AND OPTIONS. No amendment,
suspension or termination of this Plan or change of or affecting any outstanding
Option will, without written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits of the Participant
or obligations of the Corporation under any Option granted under this Plan prior
to the effective date of such change. Changes contemplated by Section 3.3 will
not be deemed to constitute changes or amendments for purposes of this Section
3.6.


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<PAGE>   13

     3.7.  PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise expressly
authorized by the Committee or this Plan, a Participant will not be entitled to
any privilege of stock ownership as to any Shares not actually delivered to and
held of record by the Participant. No adjustment will be made for dividends or
other rights as a stockholder for which a record date is prior to such date of
delivery.

     3.8.  EFFECTIVE DATE OF THE PLAN. This Plan is effective upon its approval
by the Board (the "Effective Date"), subject to approval by the stockholders of
the Corporation within twelve months after the date of such Board approval.

     3.9.  TERM OF THE PLAN. Unless earlier terminated by the Board, this Plan
will terminate at the close of business on the day before the tenth anniversary
of the Effective Date (the "Termination Date") and no Options may be granted
under this Plan after that date. Unless otherwise expressly provided in this
Plan or in an applicable Option Agreement, any Option granted prior to the
termination date may extend beyond such date, and all authority of the Committee
with respect to Options hereunder, including the authority to amend an Option,
will continue during any suspension of this Plan and in respect of Options
outstanding on the termination date.

     3.10. GOVERNING LAW/SEVERABILITY.

           3.10.1. CHOICE OF LAW. This Plan, the Options all documents
evidencing Options and all other related documents will be governed by, and
construed in accordance with, the laws of the state of Delaware.

           3.10.2. SEVERABILITY. If a court of competent jurisdiction holds any
provision invalid and unenforceable, the remaining provisions of this Plan will
continue in effect.

     3.11. CAPTIONS. Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to facilitate reference. Such
headings will not be deemed in any way material or relevant to the construction
or interpretation of this Plan or any provision thereof.

     3.12. EFFECT OF CHANGE OF SUBSIDIARY STATUS. For purposes of this Plan and
any Option hereunder, if an entity ceases to be a Subsidiary, a termination of
employment and service will be deemed to have occurred with respect to each
Eligible Person in respect of such Subsidiary who does not continue as an
Eligible Person in respect of another entity within the Company.

     3.13. NON-EXCLUSIVITY OF PLAN. Nothing in this Plan will limit or be deemed
to limit the authority of the Board or the Committee to grant awards or
authorize any other compensation, with or without reference to the Common Stock,
under any other plan or authority.

4.   DEFINITIONS.

     "AWARD DATE" means the date upon which the Committee took the action
granting an Option or such later date as the Committee designates as the Award
Date at the time of the Option.

     "BENEFICIARY" means the person, persons, trust or trusts designated by a
Participant, or, in the absence of a designation, entitled by will or the laws
of descent and distribution, to receive the benefits specified in the Option
Agreement and under this Plan if the Participant dies, and means the
Participant's executor or administrator if no other Beneficiary is designated
and able to act under the circumstances.


                                       13
<PAGE>   14

     "BOARD" means the Board of Directors of the Corporation.

     "CHANGE IN CONTROL EVENT" means any of the following:

          (a) Approval by the stockholders of the Corporation of the dissolution
or liquidation of the Corporation;

          (b) Approval by the stockholders of the Corporation of an agreement to
merge or consolidate, or otherwise reorganize, with or into one or more entities
that are not Subsidiaries or other affiliates, as a result of which less than
50% of the outstanding voting securities of the surviving or resulting entity
immediately after the reorganization are, or will be, owned, directly or
indirectly, by stockholders of the Corporation immediately before such
reorganization (assuming for purposes of such determination that there is no
change in the record ownership of the Corporation's securities from the record
date for such approval until such reorganization and that such record owners
hold no securities of the other parties to such reorganization), but including
in such determination any securities of the other parties to such reorganization
held by affiliates of the Corporation);

          (c) Approval by the stockholders of the Corporation of the sale of
substantially all of the Corporation's business and/or assets to a person or
entity that is not a Subsidiary or other affiliate;

          (d) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act but excluding any person described in and satisfying the
conditions of Rule 13d-1(b)(1) thereunder), other than a person that is a
stockholder of the Corporation on the Effective Date, becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation representing more than 50% of the combined
voting power of the Corporation's then outstanding securities entitled to then
vote generally in the election of directors of the Corporation; or

          (e) During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted the Board cease to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Corporation's stockholders, of each new Board member was
approved by a vote of at least three-fourths of the Board members then still in
office who were Board members at the beginning of such period (including for
these purposes, new members whose election or nomination was so approved).

     "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

     "COMMISSION" means the Securities and Exchange Commission.

     "COMMITTEE" means the Board or any one or more committees of director(s)
appointed by the Board to administer this Plan with respect to the Options
within the scope of authority delegated by the Board.

     "COMMON STOCK" means the Common Stock, par value $.001 per share, of the
Corporation and such other securities or property as may become the subject of
Options, or become subject to Options, pursuant to an adjustment made under
Section 3.3 of this Plan.


                                       14
<PAGE>   15

     "COMPANY" means, The TriZetto Group, Inc., a Delaware Corporation and its
Subsidiaries.

     "CORPORATION" means The TriZetto Group, Inc., a Delaware corporation, and
its successors.

     "ELIGIBLE EMPLOYEE" means an officer (whether or not a director) or
employee of the Company.

     "ELIGIBLE PERSON" means an Eligible Employee, or any Other Eligible Person,
as determined by the Committee.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time.

     "FAIR MARKET VALUE" on any date means (a) if the stock is listed or
admitted to trade on a national securities exchange, the closing price of the
stock on the Composite Tape, as published in the Western Edition of The Wall
Street Journal, of the principal national securities exchange on which the stock
is so listed or admitted to trade, on such date, or, if there is no trading of
the stock on such date, then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (b) if the stock is not listed or admitted to trade on a national
securities exchange, the last/closing price for the stock on such date, as
furnished by the National Association of Securities Dealers, Inc. ("NASD")
through the NASDAQ National Market Reporting System or a similar organization if
the NASD is no longer reporting such information; (c) if the stock is not listed
or admitted to trade on a national securities exchange and is not reported on
the National Market Reporting System, the mean between the bid and asked price
for the stock on such date, as furnished by the NASD or a similar organization;
or (d) if the stock is not listed or admitted to trade on a national securities
exchange, is not reported on the National Market Reporting System and if bid and
asked prices for the stock are not furnished by the NASD or a similar
organization, the value as established by the Committee at such time for
purposes of this Plan. Any determination as to fair market value made pursuant
to this Plan shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse, and shall be conclusive and
binding on all persons.

     "INCENTIVE STOCK OPTION" means an Option that is designated and intended as
an incentive stock option within the meaning of Section 422 of the Code, the
award of which contains such provisions (including but not limited to the
receipt of stockholder approval of this Plan, if the award is made prior to such
approval) and is made under such circumstances and to such persons as may be
necessary to comply with that section.

     "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an officer
or employee of the Company.

     "NONQUALIFIED STOCK OPTION" means an Option that is designated as a
Nonqualified Stock Option and will include any Option intended as an Incentive
Stock Option that fails to meet the applicable legal requirements thereof. Any
Option granted hereunder that is not designated as an incentive stock option
will be deemed to be designated a nonqualified stock option under this Plan and
not an incentive stock option under the Code.


                                       15
<PAGE>   16

     "OPTION" means an option to purchase Common Stock granted under this Plan.
The Committee will designate any Option granted to an Eligible Person as a
Nonqualified Stock Option or an Incentive Stock Option.

     "OPTION AGREEMENT" means any writing setting forth the terms of an Option
that has been authorized by the Committee.

     "OTHER ELIGIBLE PERSON" means (a) any individual consultant or advisor or
agent who renders or has rendered bona fide services (other than services in
connection with the offering or sale of securities of the Company in a capital
raising transaction) to the Company, and who (to the extent provided in the next
sentence) is selected to participate in this Plan by the Committee; or (b) any
director of the Corporation. A person who is neither an employee, officer nor
director who provides bona fide services to the Company may be selected as an
Other Eligible Person only if such person's participation in this Plan would not
adversely affect (c) the Corporation's eligibility to use Form S-8 to register
under the Securities Act of 1933, as amended, the offering of shares issuable
under this Plan by the Company or (d) the Corporation's compliance with any
other applicable laws.

     "PARTICIPANT" means an Eligible Person who has been granted an Option under
this Plan.

     "PERSONAL REPRESENTATIVE" means the person or persons who, upon the
disability or incompetence of a Participant, has acquired on behalf of the
Participant, by legal proceeding or otherwise, the power to exercise the rights
or receive benefits under this Plan by virtue of having become the legal
representative of the Participant.

     "PLAN" means this The TriZetto Group, Inc. 1998 Stock Option Plan, as it
may hereafter be amended from time to time.

     "QDRO" means a qualified domestic relations order as defined in Section
414(p) of the Code or Title I, Section 206(d)(3) of ERISA (to the same extent as
if this Plan were subject thereto), or the applicable rules thereunder.

     "RETIREMENT" means retirement with the consent of the Company, or from
active service as an employee or officer of the Company on or after attaining
(a) age 55 with ten or more years of service, or (b) age 65.

     "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time.

     "SHARE" shall mean a share of Common Stock.

     "SUBSIDIARY" means any corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.

     "TOTAL DISABILITY" means a "total and permanent disability" within the
meaning of Section 22(e)(3) of the Code and, with respect to Options other than
Incentive Stock Options, such other disabilities, infirmities, afflictions, or
conditions as the Committee may include.


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