<PAGE>

                                                                    EXHIBIT 10.2

                             SS&C TECHNOLOGIES, INC.
                            1998 STOCK INCENTIVE PLAN

1. Purpose.

            The purpose of this 1998 Stock Incentive Plan (the "Plan") of SS&C
Technologies, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any present or future subsidiary corporations of SS&C Technologies, Inc. as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the "Code").

2. Eligibility.

            All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock or other
stock-based awards (each, an "Award") under the Plan. Any person who has been
granted an Award under the Plan shall be deemed a "Participant."

3. Administration, Delegation.

      (a) Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

      (b) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

      (c) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). If and when the common
stock, $.01 par value per share, of the Company (the "Common Stock") is
registered under the Securities Exchange Act of 1934 (the "Exchange Act"), the
Board shall appoint one such Committee of not less than two members, each member
of which shall be an "outside director" within the meaning of Section 162(m) of
the Code and a "non-employee director" as defined in Rule 16b-3 promulgated
under the Exchange Act. All references in the Plan to the "Board" shall mean the
Board or a Committee of the Board or the executive officer referred to in
Section 3(b) to the extent that the Board's powers or authority under the Plan
have been delegated to such Committee or executive officer.

4. Stock Available for Awards.

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      (a) Number of Shares. Subject to adjustment under Section 4(c), Awards may
be made under the Plan for up to 1,500,000 shares of Common Stock. If any Award
expires or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part or results in any Common Stock not
being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan, subject, however, in the case
of Incentive Stock Options (as hereinafter defined), to any limitation required
under the Code. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

      (b) Per-Participant Limit. Subject to adjustment under Section 4(c), the
maximum number of shares with respect to which an Award may be granted to any
Participant under the Plan shall be 750,000 per calendar year. The
per-participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.

      (c) Adjustment to Common Stock. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of securities available
under the Plan, (ii) the number and class of security and exercise price per
share subject to each outstanding Option, (iii) the repurchase price per
security subject to each outstanding Restricted Stock Award, and (iv) the terms
of each other outstanding stock-based Award shall be appropriately adjusted by
the Company (or substituted Awards may be made, if applicable) to the extent the
Board shall determine, in good faith, that such an adjustment (or substitution)
is necessary and appropriate. If this Section 4(c) applies and Section 8(e)(1)
also applies to any event, Section 8(e)(1) shall be applicable to such event,
and this Section 4(c) shall not be applicable.

5. Stock Options.

      (a) General. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

      (b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

      (c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

      (d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

      (e) Exercise of Option. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.

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      (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

            (1) in cash or by check, payable to the order of the Company;

            (2) except as the Board may otherwise provide in an Option
Agreement, by delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price, or by delivery by the Participant to the Company of a copy
of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise
price;

            (3) to the extent permitted by the Board and explicitly provided in
an Option Agreement (i) by delivery of shares of Common Stock owned by the
Participant valued at their fair market value as determined by the Board in good
faith ("Fair Market Value"), which Common Stock was owned by the Participant at
least six months prior to such delivery, (ii) by delivery of a promissory note
of the Participant to the Company on terms determined by the Board or (iii) by
payment of such other lawful consideration as the Board may determine; or

            (4) by any combination of the above permitted forms of payment.

6. Restricted Stock.

      (a) Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

      (b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7. Other Stock-Based Awards.

            The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

8. General Provisions Applicable to Awards.

      (a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person

                                      -3-
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to whom they are granted, either voluntarily or by operation of law, except by
will or the laws of descent and distribution, and, during the life of the
Participant, shall be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.

      (b) Documentation. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.

      (c) Board Discretion. Except as otherwise provided by the Plan, each type
of Award may be made alone or in addition or in relation to any other type of
Award. The terms of each type of Award need not be identical, and the Board need
not treat Participants uniformly.

      (d) Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

      (e) Acquisition Events.

            (1) Consequences of Acquisition Events. Upon the occurrence of an
Acquisition Event (as defined below), each outstanding Option or Award shall be
assumed or an equivalent option or award substituted by the successor
corporation or a parent or subsidiary of the successor corporation, provided
that any such Options substituted for Incentive Stock Options shall satisfy, in
the determination of the Board, the requirements of Section 424(a) of the Code,
unless the successor corporation refuses to assume or substitute for the Option
or Award, in which case (i) the Participant shall have the right to exercise the
Option in full, including with respect to shares of Common Stock as to which it
would not otherwise be exercisable, (ii) all Restricted Stock Awards then
outstanding shall become free of all restrictions prior to the consummation of
the Acquisition Event; and (iii) any other stock-based Awards outstanding shall
become exercisable, realizable or vested in full, or shall be free of all
conditions or restrictions, as applicable to each such Award, prior to the
consummation of the Acquisition Event. If an Option or Award is exercisable in
lieu of assumption or substitution in the event of an Acquisition Event, the
Board shall notify the Participant in writing or electronically that the Option
or Award shall be fully exercisable for a period of not less than forty-five
(45) days from the date of such notice, and the Option or Award shall terminate
upon the expiration of such period.

            Each Option or other Award assumed or substituted pursuant to the
immediately preceding paragraph shall include a provision to the effect that
such Option or Award shall become immediately exercisable (or vested) in full
if, on or prior to the first anniversary of the Acquisition Event, the
Participant terminates his or her employment for Good Reason or is terminated
without Cause by the surviving or acquiring corporation. "Good Reason" shall
mean any significant diminution in the optionee's title, authority, or
responsibilities from and after such Acquisition Event or any reduction in the
annual cash compensation payable to the Participant from and after such
Acquisition Event. "Cause" shall mean any willful misconduct by the Participant
which affects the business reputation of the Company or willful failure by the
Participant to perform his or her material responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company). The Participant
shall be considered to have been discharged for "Cause" if the Company
determines, within 30 days after the Participant's resignation, that discharge
for Cause was warranted.

                                      -4-
<PAGE>

            An "Acquisition Event" shall mean: (a) any merger or consolidation
which results in the voting securities of the Company outstanding immediately
prior thereto representing immediately thereafter (either by remaining
outstanding or by being converted into voting securities of the surviving or
acquiring entity) less than 50% of the combined voting power of the voting
securities of the Company or such surviving or acquiring entity outstanding
immediately after such merger or consolidation; (b) any sale of all or
substantially all of the assets of the Company; or (c) the complete liquidation
of the Company.

            (2) Assumption of Options Upon Certain Events. The Board may grant
Awards under the Plan in substitution for stock and stock-based awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.

      (f) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. The Board may allow Participants to
satisfy such tax obligations in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

      (g) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

      (h) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company; (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations; and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

      (i) Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of all restrictions or that any other stock-based Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

9. Miscellaneous.

      (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

                                      -5-
<PAGE>

      (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.

      (c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant designated as subject to Section 162(m) by the Board shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders. No Awards shall be
granted under the Plan after the completion of ten years from the earlier of (i)
the date on which the Plan was adopted by the Board or (ii) the date the Plan
was approved by the Company's stockholders, but Awards previously granted may
extend beyond that date.

      (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no Award granted to a
Participant designated as subject to Section 162(m) by the Board after the date
of such amendment shall become exercisable, realizable or vested, as applicable
to such Award (to the extent that such amendment to the Plan was required to
grant such Award to a particular Participant), unless and until such amendment
shall have been approved by the Company's stockholders.

      (e) Stockholder Approval. For purposes of this Plan, stockholder approval
shall mean approval by a vote of the stockholders in accordance with the
requirements of Section 162(m) of the Code.

      (f) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

                            Adopted by the Board of Directors on March 19, 1998.

                            Approved by the Stockholders on April 30, 1998.

                                      -6-
<PAGE>

                             SS&C TECHNOLOGIES, INC.

                                 AMENDMENT NO. 1
                                       TO
                            1998 STOCK INCENTIVE PLAN

      The 1998 Stock Incentive Plan (the "Plan") of SS&C Technologies, Inc. is
hereby amended as follows (capitalized terms used herein and not defined herein
shall have the respective meaning ascribed to such terms in the Plan):

1. Section 5(e) of the Plan shall be deleted in its entirety and replaced with
the following:

            "(e) Exercise of Option. Options may be exercised by delivery to the
            Company of a written notice of exercise signed by the proper person
            or by any other form of notice (including electronic notice)
            approved by the Board together with payment in full as specified in
            Section 5(f) for the number of shares for which the Option is
            exercised."

2. Section 8(b) of the Plan shall be deleted in its entirety and replaced with
the following:

            "(b) Documentation. Each Award shall be evidenced by a written
            instrument in such form as the Board shall determine, it being
            understood that an electronic form of Award shall be deemed to be a
            written instrument for purposes of the Plan. Each Award may contain
            terms and conditions in addition to those set forth in the Plan."

3. Except as aforesaid, the Plan shall remain in full force and effect.

                          Adopted by the Board of Directors on October 19, 1999.

                                      -7-
<PAGE>

                             SS&C TECHNOLOGIES, INC.

                                 AMENDMENT NO. 2
                                       TO
                            1998 STOCK INCENTIVE PLAN

      The 1998 Stock Incentive Plan (the "Plan") of SS&C Technologies, Inc. is
hereby amended as follows (capitalized terms used herein and not defined herein
shall have the respective meaning ascribed to such terms in the Plan):

1. Section 4(a) of the Plan shall be deleted in its entirety and replaced with
the following:

            "(a) Number of Shares. Subject to adjustment under Section 4(c),
            Awards may be made under the Plan for up to 2,000,000 shares of
            Common Stock. If any Award expires or is terminated, surrendered or
            canceled without having been fully exercised or is forfeited in
            whole or in part or results in any Common Stock not being issued,
            the unused Common Stock covered by such Award shall again be
            available for the grant of Awards under the Plan, subject, however,
            in the case of Incentive Stock Options (as hereinafter defined), to
            any limitation required under the Code. Shares issued under the Plan
            may consist in whole or in part of authorized but unissued shares or
            treasury shares."

2. Except as aforesaid, the Plan shall remain in full force and effect.

                          Adopted by the Board of Directors on February 7, 2000.

                          Approved by the Stockholders on May 23, 2000.

                                      -8-
<PAGE>

                             SS&C TECHNOLOGIES, INC.

                                 AMENDMENT NO. 3
                                       TO
                            1998 STOCK INCENTIVE PLAN

      The 1998 Stock Incentive plan (the "Plan") of SS&C Technologies, Inc. is
hereby amended as follows (capitalized terms used herein and not defined herein
shall have the respective meaning ascribed to such terms in the Plan):

1. Section 4(a) of the Plan shall be deleted in its entirety and replaced with
the following:

            "(a) Number of Shares. Subject to adjustment under Section 4(c),
            Awards may be made under the Plan for up to 2,500,000 shares of
            Common Stock. If any Award expires or is terminated, surrendered or
            canceled without having been fully exercised or is forfeited in
            whole or in part or results in any Common Stock not being issued,
            the unused Common Stock covered by such Award shall again be
            available for the grant of Awards under the Plan, subject, however,
            in the case of Incentive Stock Options (as hereinafter defined), to
            any limitation required under the Code. Shares issued under the Plan
            may consist in whole or in part of authorized but unissued shares or
            treasury shares."

2. Except as aforesaid, the Plan shall remain in full force and effect.

                          Adopted by the Board of Directors on February 8, 2001.

                          Approved by the Stockholders on May 24, 2001.

                                      -9-
<PAGE>

                             SS&C TECHNOLOGIES, INC.

                                 AMENDMENT NO. 4
                                       TO
                            1998 STOCK INCENTIVE PLAN

      The 1998 Stock Incentive Plan (the "Plan") of SS&C Technologies, Inc. is
hereby amended as follows (capitalized terms used herein and not defined herein
shall have the respective meaning ascribed to such terms in the Plan):

1. Section 4(a) of the Plan shall be deleted in its entirety and replaced with
the following:

            "(a) Number of Shares. Subject to adjustment under the Section 4(c),
            Awards may be made under the Plan for up to 3,500,000 shares of
            Common Stock. If any Award expires or is terminated, surrendered or
            canceled without having been fully exercised or is forfeited in
            whole or in part or results in any Common Stock not being issued,
            the unused Common Stock covered by such Award shall again be
            available for the grant of Awards under the Plan, subject, however,
            in the case of Incentive Stock Options (as hereinafter defined), to
            any limitation required under the Code. Shares issued under the Plan
            may consist in whole or in part of authorized but unissued shares or
            treasury shares."

2. Except as aforesaid, the Plan shall remain in full force and effect.

                          Adopted by the Board of Directors on February 6, 2003.

                          Approved by the Stockholders on May 22, 2003.

<PAGE>

                             SS&C TECHNOLOGIES, INC.
                            1998 STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

1. Grant of Option. On [______] (the "Grant Date"), SS&C Technologies, Inc., a
Delaware corporation (the "Company"), hereby grants to [________________] (the
"Optionee"), an option ("Option"), pursuant to the Company's 1998 Stock
Incentive Plan, as amended (the "Plan"), to purchase an aggregate of [_______]
shares (the "Shares") of common stock, $.01 par value per share, of the Company
at an exercise price of $[_____] per share (the "Exercise Price"), purchasable
as set forth in, and subject to the terms and conditions of, this Option and the
Plan, which is incorporated herein by reference. Unless earlier terminated, this
Option shall expire on [________] (the "Final Exercise Date"). Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings in this Option.

[ ]   It is intended that this Option shall be an Incentive Stock Option
      ("ISO"), as defined in Section 422 of the Internal Revenue Code of 1986,
      as amended, and any regulations promulgated thereunder (the "Code"). To
      the extent that this Option is not an ISO it shall be treated as a
      nonstatutory stock option.

[ ]   It is intended that this Option shall not be an incentive stock option as
      defined in Section 422 of the Code.

2. Vesting Schedule.

      This Option will become exercisable ("vest") as to 25% of the original
number of Shares on the first anniversary of the Grant Date and as to an
additional 2.0833% of the original number of Shares on the day of the month of
the Grant Date for each successive month following the first anniversary of the
Grant Date until the fourth anniversary of the Grant Date.

      The right of exercise shall be cumulative so that to the extent this
Option is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this Option under the provisions hereof or the Plan.

3. Exercise of Option. This Option shall be exercisable during its term in
accordance with the Vesting Schedule as follows:

      (i) Right to Exercise.

            (a) This Option may not be exercised for a fraction of a Share.

            (b) In the event of the Optionee's death or disability or if the
Optionee ceases to be an Eligible Participant (as defined below), the
exercisability of this Option is governed by Sections 6 and 7 below, subject to
the limitation contained in subsection 3(i)(c).

            (c) In no event may this Option be exercised after the Final
Exercise Date.

      (ii) Method of Exercise. Unless the Company or its agents notify the
Optionee of alternate exercise procedures, each election to exercise this Option
shall be in writing and shall state the election to exercise this Option and the
number of Shares with respect to which this Option is being exercised. Such

<PAGE>

written notice shall be signed by the Optionee and shall be delivered to the
Secretary of the Company in person, by certified mail or by such other means
acceptable to the Company. The written notice shall be accompanied by payment of
the Exercise Price. This Option shall be deemed to be exercised upon receipt by
the Company of such written notice accompanied by the Exercise Price.

      No Shares will be issued pursuant to the exercise of this Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange or stock market upon which the Shares
may then be listed.

4. Method of Payment. Payment of the Exercise Price shall be by any of the
following, or a combination thereof at the election of the Optionee:

      (i) cash; or

      (ii) check; or

      (iii) by delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the Exercise Price, or by delivery by the Optionee to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the Exercise Price; or

      (iv) surrender of other shares of common stock of the Company which (A)
have been owned by the Optionee for more than six (6) months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised.

5. Continuous Relationship with the Company Required. Except as otherwise
provided in Section 7 below, this Option may not be exercised unless the
Optionee, at the time he or she exercises this Option, is, and has been at all
times since the Grant Date of this Option, an employee, officer or director of,
or consultant or advisor to, the Company or any parent or subsidiary of the
Company as defined in Section 424(e) or (f) of the Code (an "Eligible
Participant").

6. Termination of Relationship with the Company. In the event the Optionee
ceases to be an Eligible Participant, the Optionee may, to the extent otherwise
so entitled at the date of such termination (the "Termination Date"), exercise
this Option for a period of three months following the Termination Date. To the
extent that the Optionee was not entitled to exercise this Option at the date of
such termination, or if the Optionee does not exercise this Option within the
time specified herein, this Option shall terminate. Notwithstanding the
foregoing, if the Optionee, during the term of this Option, violates the
non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the
Optionee and the Company, the right to exercise this Option shall terminate
immediately upon such violation.

7. Exercise Period Upon Death or Disability. If the Optionee dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the date
of expiration of this Option while he or she is an Eligible Participant and the
Company has not terminated such relationship for "Cause" as specified in Section
8 below, this Option shall be exercisable, within the period of twelve (12)
months following the date of death or disability of the Optionee by the Optionee
(or in the case of death by an authorized transferee), provided that this Option
shall be exercisable only to the extent that this Option was exercisable by the
Optionee on the date of his or her death or disability, and further provided
that this Option shall not be exercisable after the Final Exercise Date.

8. Discharge for Cause. If the Optionee, prior to the date of expiration of this
Option, is discharged by the Company for "Cause" (as defined below), the right
to exercise this Option shall terminate

                                      -2-
<PAGE>

immediately upon the effective date of such discharge. "Cause" shall mean
willful misconduct by the Optionee or willful failure by the Optionee to perform
his or her responsibilities to the Company (including, without limitation,
breach by the Optionee of any provision of any employment, consulting, advisory,
nondisclosure, non-competition or other similar agreement between the Optionee
and the Company), as determined by the Company, which determination shall be
conclusive. The Optionee shall be considered to have been discharged for Cause
if the Company determines, within 30 days after the Optionee's resignation, that
discharge for Cause was warranted.

9. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

10. Term of Option. This Option may be exercised only within the term expiring
on the Final Exercise Date, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.

11. Withholding. No Shares will be issued pursuant to the exercise of this
Option unless and until the Optionee pays to the Company, or makes provision
satisfactory to the Company for payment of, any federal, state or local
withholding taxes required by law to be withheld in respect of this Option.

12. Acquisition Events. This Option shall become immediately exercisable in full
if, on or prior to the first anniversary of an Acquisition Event, the Optionee
terminates his or her employment for Good Reason or is terminated without Cause
(for purposes of this Section 12, as defined in the Plan) by the surviving or
acquiring corporation.

                                               SS&C TECHNOLOGIES, INC.

                                               By: _____________________________

                                                   Name:
                                                   Title:

      OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN
THE COMPANY'S 1998 STOCK INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY
REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
EMPLOYMENT, DIRECTORSHIP, CONSULTANCY OR OTHER RELATIONSHIP WITH THE COMPANY,
NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY OR OTHER RELATIONSHIP ANY
TIME, WITH OR WITHOUT CAUSE.

      The Optionee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and

                                      -3-
<PAGE>

provisions thereof. The Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of this Option. The
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board of Directors of the Company upon any questions
arising under the Plan or this Option. The Optionee further agrees to notify
the Company upon any change in the residence address indicated below.

Dated: ____________                              _______________________________

                                                 [Name of Employee]

                                                 Residence Address:
                                                 [Insert Employee Address]

                                      -4-