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EXHIBIT 10.3                  THE BISYS GROUP, INC.
                           Restricted Stock Agreement

Grantee:

Number of Restricted Shares:

Pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan (the "Plan"),
the Compensation Committee (the "Committee") of the Board of Directors of The
BISYS Group, Inc. (the "Company") has granted to you the number of shares of the
Company's Common Stock, $.02 par value ("Common Stock"), set forth above (the
"Grant"), subject to the terms, conditions and restrictions set forth herein.
Such number of shares (as such may be adjusted as described in Section 10 below)
is herein referred to as the "Restricted Shares." The terms and conditions of
this Grant are set forth below.

1.  Date of Grant. This Grant is granted to you effective [DATE].

2.  Termination of Grant. Your right to any non-vested Restricted Shares shall
    expire and terminate upon termination of your employment with the Company
    for any reason.

3.  Grant Price. No purchase price is required in connection with the Grant or
    vesting of the Restricted Shares.

4.  Vesting Provisions. You shall vest in all rights of ownership in the
    Restricted Shares over a four-year period, twenty-five percent (25%) on each
    of the first four annual anniversaries of the Date of Grant.

5.  Additional Provisions Relating to the Grant.

    (a) The Committee, in its sole discretion subject to the terms of the Plan,
        may at any time accelerate the time at which the Restricted Shares may
        vest.

    (b) In the Event of a "change in control" of the Company (as defined below),
        all Restricted Shares granted hereunder shall automatically vest (to the
        extent not previously vested) as of the effective date of such change in
        control event. For the purposes hereof, "change in control" of the
        Company shall mean (i) a sale or other disposition of more than 50% of
        the outstanding Common Stock of the Company to an unrelated and
        unaffiliated third party purchaser, other than in connection with an
        underwritten public offering by the Company registered under the
        Securities Act of 1933, as amended, or (ii) a sale of substantially all
        of the assets of the Company (as determined by the Board of Directors of
        the Company) to an unrelated and unaffiliated third party purchaser.

    (c) You shall have voting rights on all non-vested Restricted Shares and
        receive as compensation (subject to the withholding of applicable taxes)
        an amount equal to the dividends, if any, that otherwise would have been
        payable to you had you been vested in such Restricted Shares on the Date
        of Grant.

6.  Tax Issues. Unless you have made an election pursuant to Section 83(b) of
    the Code for the immediate recognition of income attributable to the Grant
    of Restricted Shares, at the time of vesting of Restricted Shares you will
    recognize as taxable ordinary income (compensation income), an amount equal
    to the "Fair Market Value" of that portion of the Restricted Shares vesting
    on such vesting date. The obligation of the Company to deliver Shares to you
    upon the vesting of Restricted Shares shall be subject to the withholding
    and your payment of all applicable Federal, state and local taxes. If the
    amount includible in your income as a result of the vesting of Restricted
    Shares is subject to withholding, you may satisfy the withholding tax, in
    whole or in part, by electing to have the Company withhold and transfer to
    it Shares otherwise issuable to you upon vesting sufficient to satisfy the
    applicable withholding taxes. Such Shares shall be valued, for this purpose,
    at their "Fair Market Value" on the vesting date (defined as the last sale
    price of a share of Common Stock on the most

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    recent trading day prior to the vesting date). Unless you otherwise notify
    the Company by written notice to the General Counsel and Secretary at least
    10 days prior to the vesting date that you are electing to pay the
    applicable taxes by check payable to the Company or, having given the
    required notice, you fail to make such payment at least three days prior to
    such vesting date, the Company is hereby authorized to withhold and transfer
    to the Company the number of Shares necessary to satisfy the minimum
    applicable tax withholding requirements at the time(s) you vest in the
    Restricted Shares.

    If you make an election under section 83(b) of the Code for the immediate
    recognition of income attributable to the award of Restricted Shares, you
    shall inform the Company by notice to the Company's General Counsel and
    Secretary in writing within 10 days of the filing of such election with the
    Internal Revenue Service. The amount includible in your income as a result
    of such election shall be subject to applicable federal, state and local
    withholding requirements, which shall be paid by you in cash and may not be
    satisfied by the withholding of any Restricted Shares.

7.  Transferability of Restricted Shares. The Restricted Shares will be
    evidenced by book-entry form in the Company's records. Certificates
    evidencing vested Restricted Shares or the electronic transfer of vested
    Restricted Shares to the your account shall be made by your written
    instruction to the Company's General Counsel and Secretary. In the event
    that either you or your estate fail to give written instruction to the
    Company with respect to the issuance of vested Restricted Shares within 180
    days following termination of your employment, certificates will be issued
    in your name to your last known address. You may not assign, transfer or
    pledge, in whole or in part, Restricted Shares subject to the Grant in which
    you are not vested (other than by will or the laws of descent and
    distribution).

8.  Restrictive Covenants. Reference is made to a certain restrictive covenants
    agreement between you and the Company previously or simultaneously entered
    into in connection with the grant of stock options to you or entered into
    simultaneously herewith in connection with this Grant (the "Restrictive
    Covenants Agreement"). You hereby reaffirm the contents of such Restrictive
    Covenants Agreement and you acknowledge and agree that the grant of the
    Restricted Shares hereby constitutes consideration for your undertakings and
    agreements set forth in the Restrictive Covenants Agreement. Notwithstanding
    anything to the contrary expressly set forth or implied herein, in the event
    that you at any time violate any of the provisions of the Restrictive
    Covenants Agreement, your right to that portion of the non-vested Restricted
    Shares shall thereupon terminate as of the date of any such violation.

9.  Representations. You further represent and warrant that it is your
    responsibility to understand the Federal, state and local income tax
    consequences of this Grant to you and the vesting of the Restricted Shares.
    In addition, you understand that the Company may be required to withhold
    Federal, state or local taxes in respect of any compensation income realized
    by you as result of the vesting of any Restricted Shares granted hereunder.
    In the event that the Company is required to withhold any such taxes, you
    hereby agree to the transfer of vested Restricted Shares or to provide the
    Company with cash funds sufficient to satisfy the total Federal, state and
    local taxes required to be so withheld. It is understood that all matters
    with respect to the total amount of taxes to be withheld in respect of any
    such compensation income shall be determined by the Company.

10. Adjustments.

    (a) Subject to paragraph (b) below, if the total outstanding shares of
        Common Stock of the Company shall be increased or decreased or changed
        into or exchanged for a different number or kind of shares of stock or
        other securities of the Company or of another corporation through
        reorganization, combination or exchange of shares or declaration of any
        dividends payable in stock, then the Committee shall appropriately
        adjust the number of Restricted Shares evidenced in the books and
        records of the Company, subject in all cases to any limitations of the
        Code.

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    (b) Notwithstanding the foregoing, in the event of:

        i.  any offer to holders of Common Stock generally relating to the
            acquisition of their shares including, without limitation, through
            purchase, merger, consolidation or otherwise, or

        ii. any transaction generally relating to the acquisition of
            substantially all of the assets or business of the Company, subject
            to Section 5(b),

        the Committee may make such adjustment, as it deems equitable in respect
        of this Grant, provided that there is no material adverse effect to you.
        Any such determination by the Committee shall be effective and binding
        for all purposes of this Agreement.

11. Continuation of Employment. Neither the Plan nor this Grant shall confer
    upon you any right to continue in the employ of the Company or any
    subsidiary or limit in any respect the right of the Company or any
    subsidiary to terminate your employment at any time.

12. Plan Documents. This Grant is qualified in its entirety by reference to the
    provisions of the Plan applicable to "Restricted Shares", which are hereby
    incorporated herein by reference.

13. Governing Law. This Agreement shall be governed by and construed in
    accordance with the laws of the State of Delaware. If any one or more
    provisions of this Agreement shall be found to be illegal or unenforceable
    in any respect, the validity and enforceability of the remaining provisions
    hereof shall not be in any way be affected or impaired thereby.

Please acknowledge receipt of this Restricted Stock Agreement by signing both
copies of this Agreement in the space provided below and returning it promptly
to the Company's General Counsel and Secretary.

                                               THE BISYS GROUP, INC.

                                               By:  ____________________________
                                                    Name:
                                                    Title:

ACCEPTED AND AGREED TO
AS OF [DATE]

___________________
Grantee

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