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                                                                   Exhibit 10.31

                               CAMINUS CORPORATION
                                825 THIRD AVENUE
                            NEW YORK, NEW YORK 10022

October 16, 2002

To:   Joseph P. Dwyer

From: William P. Lyons

Subject: Caminus Corporation Management Retention Plan

     Caminus Corporation has adopted a Management Retention Plan (the "Plan").
The provisions of the Plan, as they apply to you, are as follows:

                                    Article I
                                   DEFINITIONS

1.1  Definitions

     Whenever used in this Plan, the following capitalized terms shall have the
     meanings set forth in this Section 1.1, certain other capitalized terms
     being defined elsewhere in this Plan:

     (a)  "Board" means the Board of Directors of the Company.

     (b)  "Cause" means that the Board of Directors of the Company has formed a
          reasonable good faith belief that any of the following acts or
          circumstances have occurred: (i) gross misconduct by you which is
          materially injurious to the Company; (ii) the commission by you of an
          act of embezzlement, fraud or deliberate disregard of the rules or
          policies of the Company which results in material loss, damage or
          injury to the Company; (iii) the unauthorized disclosure by you of any
          trade secret or confidential information of the Company or any third
          party who has a business relationship with the Company that results in
          material harm to the Company or other such third party; (iv) gross
          negligence by you in the discharge of your services to the Company;
          (v) your conviction of a felony involving any financial impropriety or
          that would materially interfere with your ability to perform your
          services for the Company or otherwise be injurious to the Company; or
          (vi) your failure to follow any lawful direction of the Board of
          Directors of the Company or to perform in a material respect your
          employment or other obligations without proper cause, in any such case
          described in this clause (vi) that continues uncured for thirty (30)
          days after receipt by you of written notice of breach from the
          Company.

     (c)  "Change in Control" shall mean the occurrence of any of the following:

               (i) any "person" or "group" (as such terms are defined in Section
          13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")





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          and the rules and regulations promulgated thereunder), excluding GFI
          Energy Ventures LLC, Oaktree Capital Management LLC and their managed
          funds and affiliates, is or becomes the "beneficial owner" (within the
          meaning of Rule 13d-3 under the Exchange Act), directly or indirectly,
          of securities of the Company, or of any entity resulting from a merger
          or consolidation involving the Company, representing more than fifty
          percent (50%) of the combined ordinary voting power of the then
          outstanding securities of the Company or such entity; or

               (ii) the consummation of (x) a merger, consolidation or
          reorganization to which the Company is a party, whether or not the
          Company is the entity surviving or resulting therefrom, or (y) a sale,
          assignment, lease, conveyance or other disposition of all or
          substantially all of the assets of the Company, in one transaction or
          a series of related transactions, to any entity other than the
          Company, where any such transaction or series of related transactions
          as is referred to in clause (x) or clause (y) above in this
          subparagraph (ii) (singly or collectively, a "Transaction") does not
          otherwise result in a "Change in Control" pursuant to subparagraph (i)
          of this definition of "Change in Control"; provided, however, that no
          such Transaction shall constitute a "Change in Control" under this
          subparagraph (ii) if the persons who were the stockholders of the
          Company (including their affiliates) immediately before the
          consummation of such Transaction are the beneficial owners,
          immediately following the consummation of such Transaction, of fifty
          percent (50%) or more of the combined ordinary voting power of the
          then outstanding voting securities of the entity surviving or
          resulting from any merger, consolidation or reorganization referred to
          in clause (x) above in this subparagraph (ii) or the entity to which
          the assets of the Company are sold, assigned, leased, conveyed or
          disposed of in any transaction or series of related transactions
          referred in clause (y) above in this subparagraph (ii), in
          substantially the same proportions in which such beneficial owners
          held voting stock in the Company immediately before such Transaction.

     (d)  "Company" means Caminus Corporation, a Delaware corporation, and any
          successor or assignee as provided in Article IV.

     (e)  "Compensation" means your base annual salary and target annual cash
          bonus attributable to your employment with the Company and/or any of
          its Subsidiaries (including, but not limited to, any amounts
          excludable from your gross income for federal income tax purposes
          pursuant to Section 125 or Section 401(k) of the Internal Revenue Code
          of 1986, as amended), in effect immediately before the Change in
          Control. "Compensation" shall not include any non-cash compensation or
          reimbursements, if any.

     (f)  "Disability" means a physical or mental infirmity which substantially
          impairs your ability to perform your material duties for a period of
          at least one hundred eighty (180) consecutive calendar days, and, as a
          result of such Disability, you have not returned to your full-time
          regular employment prior to termination.


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     (g)  "Effective Time" means October 16, 2002.

     (h)  "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended.

     (i)  "Good Reason" means the occurrence of any of the following without
          your consent: (i) the Company reduces your base annual salary or fails
          to pay any guaranteed or earned bonus or materially reduces your
          benefits; (ii) the Company requires you to change the location of your
          principal office, unless such principal office (A) is located in the
          borough of Manhattan or (B) is at a location that is closer to your
          residence as of the Effective Time than the Company's current
          executive offices located at 825 Third Avenue, New York, New York;
          (iii) the Company reduces in any material respect your
          responsibilities as they relate to the operation of the Company's
          business as of the Effective Time; or (iv) any other material breach
          by the Company of any written agreement between you and the Company,
          in any such case described in this clause (iv) that continues uncured
          for thirty (30) days after receipt by the Company of written notice of
          breach from you.

     (j)  "Plan" means this Management Retention Plan.

     (k)  "Release" means a Separation and General Release Agreement in
          customary form reasonably satisfactory to the Company.

     (l)  "Severance Payment" means the payment of severance compensation as
          provided in Article II.

     (m)  "Subsidiary" means any corporation or other entity, a majority of the
          voting power, equity securities or equity interest of which is owned
          directly or indirectly by the Company.

     (n)  "WARN" means the Worker Adjustment and Retraining Notification Act, 29
          U.S.C. Section 2101 et seq.

                                   Article II
                               SEVERANCE PAYMENTS

2.1  Right to Severance Payment; Release

     Conditioned on the execution and delivery by you (or your beneficiary or
personal representative, if applicable) of the Release, you shall be entitled to
receive a Severance Payment from the Company in the amount provided in Section
2.2 if (i) at any time prior to a Change in Control or (ii) within one year
after the occurrence of a Change in Control, your employment is involuntarily
terminated by the Company or any of its Subsidiaries for any reason other than
Cause or your death or Disability, or you voluntarily terminate your employment
with the Company and all Subsidiaries for Good Reason. Notwithstanding the
foregoing, the amount of any Severance Payment which you will be entitled to
receive will be reduced, dollar for dollar, to the extent you receive payments
which the Company or its Subsidiaries are required to make to you under WARN.


                                      -3-





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2.2  Amount of Severance Payment

     If you become entitled to a Severance Payment under this Plan, the amount
of your Severance Payment, when added to any payments which the Company or its
Subsidiaries are required to make to you under WARN, shall equal three (3) years
of Compensation; provided, that if you receive newly issued stock options ("New
Options") from the Company (or any successor) in exchange for the stock options
held by you as of the Effective Date pursuant to a stock option exchange offer
intended to "reprice" your stock options to fair market value as of the date of
issuance of the New Options, then the amount of the Severance Payment, when
added to any payments which the Company or its Subsidiaries are required to make
to you under WARN, shall be reduced to equal one (1) year of Compensation.
Notwithstanding the foregoing, if you receive New Options from any successor to
the Company in a Change in Control and, within 1 year following the Change in
Control, your employment is involuntarily terminated by the Company or any of
its Subsidiaries for any reason other than Cause or your death or Disability, or
you voluntarily terminate your employment with the Company and all Subsidiaries
for Good Reason, then the amount of your Severance Payment, when added to any
payments which the Company or its Subsidiaries are required to make to you under
WARN, shall equal three (3) years of Compensation (reduced by the amount of any
Severance Payment previously paid to you pursuant to this Section 2.2).

2.3  Stock Options

     In addition to the Severance Payment, but subject to your execution and
delivery of the Release, if within one year after the occurrence of a Change in
Control, your employment is involuntarily terminated by the Company or any of
its Subsidiaries for any reason other than Cause or your death or Disability, or
you voluntarily terminate your employment with the Company and all Subsidiaries
for Good Reason, then all stock options held by you at the time of the Change in
Control (including stock options that remained outstanding following the Change
in Control, as well as any successor or replacement stock options issued in the
Change in Control) which remain outstanding as of the time of your termination
shall, notwithstanding any contrary provision included in the instruments
governing such stock options, accelerate and become immediately exercisable, and
shall remain exercisable until the later of (i) thirty (30) days following the
termination of your employment and (ii) ten (10) days following the termination
of any contractual lock-up imposed in connection with the Change in Control that
restricts your ability to exercise such stock options or to sell or otherwise
transfer equity securities of the Company (or any successor to the Company in
the Change in Control). Further, if at the time of such termination of
employment, the equity securities of the Company (or any successor to the
Company in the Change in Control) are not listed or admitted for trading on a
national securities exchange or NASDAQ, then you shall have the right to
exercise your stock options by requiring the Company (or such successor) to pay
you in cash the difference between the value per share of the Company's equity
securities in the Change in Control less the exercise price per share of your
stock options.


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2.4  Excise Tax Limitation.

     (a)  Notwithstanding anything contained in this Plan to the contrary, in
          the event that any payment or benefit (within the meaning of Section
          280G(b)(2) of the Code) to you or for your benefit paid or payable or
          distributed or distributable pursuant to the terms of this Plan or
          otherwise in connection with, or arising out of, your employment with
          the Company or any of its Subsidiaries or a Change of Control within
          the meaning of Section 280G of the Code (a "Payment" or "Payments"),
          would be subject to the excise tax imposed by Section 4999 of the Code
          (the "Excise Tax"), then the Payments shall be reduced (but not below
          zero) but only to the extent necessary that no portion thereof shall
          be subject to the excise tax imposed by Section 4999 of the Code (the
          "Section 4999 Limit"). Unless you shall have given prior written
          notice specifying a different order to the Company to effectuate the
          limitations described in the preceding sentence, the Company shall
          reduce or eliminate the Payments by first reducing or eliminating
          those Payments or benefits which are not payable in cash and then by
          reducing or eliminating cash Payments, in each case in reverse order
          beginning with payments or benefits which are to be paid the farthest
          in time from the Determination (as hereinafter defined). Any notice
          given by you pursuant to the preceding sentence shall take precedence
          over the provisions of any other plan, arrangement or agreement
          governing your rights and entitlements to any benefits or
          compensation.

     (b)  All determinations required to be made under this Section 2.4 (each, a
          "Determination") shall be made, at the Company's expense, by the
          accounting firm which is the Company's accounting firm prior to the
          Change in Control or another nationally recognized accounting firm
          designated by the Board (or a committee thereof) prior to the Change
          in Control (the "Accounting Firm"). The Accounting Firm shall provide
          its calculations, together with detailed supporting documentation,
          both to the Company and to you before payment of your Severance
          Payment hereunder (if requested at that time by the Company or you) or
          such other time as requested by the Company or you (in either case
          provided that the Company or you believe in good faith that any of the
          Payments may be subject to the Excise Tax); provided, however, that if
          the Accounting Firm determines that no Excise Tax is payable by you
          with respect to a Payment or Payments, it shall furnish you with an
          opinion reasonably acceptable to you that no Excise Tax will be
          imposed with respect to any such Payment or Payments. Within ten (10)
          calendar days of the delivery of the Determination to you, you shall
          have the right to dispute the Determination (the "Dispute"). The
          existence of any Dispute shall not in any way affect your right to
          receive the Payments in accordance with the Determination. If there is
          no Dispute, the Determination by the Accounting Firm shall be final,
          binding and conclusive upon the Company and you, subject to the
          application of Section 2.4(c).

     (c)  As a result of the uncertainty in the application of Sections 4999 and
          280G of the Code, it is possible that the Payments either will have
          been made or will


                                      -5-





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          not have been made by the Company, in either case in a manner
          inconsistent with the limitations provided in Section 2.4(a) (an
          "Excess Payment" or "Underpayment", respectively). If it is
          established pursuant to (i) a final determination of a court for which
          all appeals have been taken and finally resolved or the time for all
          appeals has expired, or (ii) an Internal Revenue Service (the "IRS")
          proceeding which has been finally and conclusively resolved, that an
          Excess Payment has been made, such Excess Payment shall be deemed for
          all purposes to be a loan to you made on the date you received the
          Excess Payment and you shall repay the Excess Payment to the Company
          on demand, together with interest on the Excess Payment at one hundred
          twenty percent (120%) of the applicable federal rate (as defined in
          Section 1274(d) of the Code) compounded semi-annually from the date of
          your receipt of such Excess Payment until the date of such repayment.
          If it is determined (i) by the Accounting Firm, the Company (which
          shall include the position taken by the Company, together with its
          consolidated group, on its federal income tax return) or the IRS, (ii)
          pursuant to a determination by a court, or (iii) upon the resolution
          to your satisfaction of the Dispute, that an Underpayment has
          occurred, the Company shall pay an amount equal to the Underpayment to
          you within ten (10) calendar days of such determination or resolution,
          together with interest on such amount at one hundred twenty percent
          (120%) of the applicable federal rate compounded semi-annually from
          the date such amount should have been paid to you pursuant to the
          terms of this Plan or otherwise, but for the operation of this Section
          2.4(c), until the date of payment.

2.5  No Mitigation

     The Company acknowledges and agrees that you shall be entitled to receive
your entire Severance Payment regardless of any income which you may receive
from other sources following your termination on or after the Change in Control.

2.6  Payment of Severance Payment

     The Severance Payment to which you are entitled shall be paid to you, in
cash and in full, not later than eight (8) calendar days after the Release
becomes effective. If you should die before all amounts payable to you have been
paid, such unpaid amounts shall be paid to your beneficiary under this Agreement
or, if you have not designated such a beneficiary in writing to the Company, to
the personal representative(s) of your estate.

2.7  Benefits Coverage

     If you are entitled to receive a Severance Payment under Section 2.1, you
will also be entitled to receive health benefits coverage and coverage under
other employee welfare benefit plans for you and your dependents under the same
plan(s) or arrangement(s) under which you were covered immediately before your
termination of employment or plan(s) established or arrangement(s) provided by
the Company or any of its Subsidiaries thereafter. Such benefits coverage shall
be paid for by the Company to the same extent as if you were still employed by
the Company, and you will be required to make such payments as you


                                      -6-





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would be required to make if you were still employed by the Company. The
benefits provided under this Section 2.7 shall continue until the earlier of (a)
the expiration of the one-year period following your termination of employment
with the Company and all of its Subsidiaries, (b) the date you become covered
under any other group plans not maintained by the Company or any of its
Subsidiaries; provided, however, that if such other group plans exclude any
pre-existing condition that you or your dependents may have when coverage under
such group plans would otherwise begin, coverage under this Section 2.7 shall
continue (but not beyond the one-year period described in clause (a) of this
sentence) with respect to such pre-existing condition until such exclusion under
such other group health plan lapses or expires. In the event you are required to
make an election under Sections 601 through 607 of ERISA (commonly known as
COBRA) to qualify for the benefits described in this Section 2.7, the
obligations of the Company and its Subsidiaries under this Section 2.7 shall be
conditioned upon your timely making such an election.

2.8  Withholding of Taxes

     The Company may withhold from any amounts payable under this Plan all
federal, state, city or other taxes required by applicable law to be withheld by
the Company.

                                   Article III
                     OTHER RIGHTS AND BENEFITS NOT AFFECTED

3.1  Other Benefits

     This Plan does not provide a pension for you, nor shall any payment
hereunder be characterized as deferred compensation. Except as set forth in
Section 3.2, neither the provisions of this Plan nor the Severance Payment
provided for hereunder shall reduce any amounts otherwise payable, or in any way
diminish your rights as an employee, whether existing now or hereafter, under
any written benefit, incentive, retirement, stock option, stock bonus or stock
purchase plan or any written employment agreement or other written plan or
arrangement not related to severance.

3.2  Other Severance Plans Superseded

     As of the Effective Time, this Plan will supersede any and all other
severance plans of the Company or its Subsidiaries and severance agreements
between you and the Company and its Subsidiaries, and your participation in any
other severance plan of the Company and its Subsidiaries will be hereby
terminated.

3.3  Employment Status

     This Plan does not constitute a contract of employment or impose on you any
obligation to remain in the employ of the Company, nor does it impose on the
Company or any of its Subsidiaries any obligation to retain you in your present
or any other position, nor does it change the status of your employment as an
employee at will. Nothing in this Plan shall in any way affect the right of the
Company or any of its Subsidiaries in its absolute discretion to change or
reduce your compensation at any time, or to change at any time one or more
benefit plans, including but not limited to pension plans, dental plans, health
care plans, savings plans, bonus plans, vacation pay plans, disability plans,
and the like.


                                      -7-





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                                   Article IV
                              SUCCESSOR TO COMPANY

     The Company shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Company, expressly and
unconditionally to assume and agree to perform the Company's obligations under
this Plan, in the same manner and to the same extent that the Company would be
required to perform if no such succession or assignment had taken place. In such
event, the term "Company," as used in this Plan, shall mean (from and after, but
not before, the occurrence of such event) the Company as herein before defined
and any successor or assignee to the business or assets which by reason hereof
becomes bound by the terms and provisions of this Plan.

                                    Article V
                                 CONFIDENTIALITY

5.1  Nondisclosure of Confidential Material

     In the performance of your duties, you have previously had, and may in the
future have, access to confidential records and information, including, but not
limited to, development, marketing, purchasing, organizational, strategic,
financial, managerial, administrative, manufacturing, production, distribution
and sales information, data, specifications and processes presently owned or at
any time hereafter developed by the Company or its agents or consultants or used
presently or at any time hereafter in the course of its business, that are not
otherwise part of the public domain (collectively, the "Confidential Material").
All such Confidential Material is considered secret and has been and/or will be
disclosed to you in confidence. By your acceptance of your Severance Payment
under this Plan, you shall be deemed to have acknowledged that the Confidential
Material constitutes proprietary information of the Company which draws
independent economic value, actual or potential, from not being generally known
to the public or to other persons who could obtain economic value from its
disclosure or use, and that the Company has taken efforts reasonable under the
circumstances, of which this Section 5.1 is an example, to maintain its secrecy.
Except in the performance of your duties to the Company, you shall not, directly
or indirectly for any reason whatsoever, disclose or use any such Confidential
Material, except that the foregoing disclosure prohibition shall not apply as to
Confidential Material that (i) has been publicly disclosed or was within your
possession prior to its being furnished to you by the Company or becomes
available to you on a nonconfidential basis from a third party (in any of such
cases, not due to a breach by you of your obligations to the Company or by
breach of any other person of a confidential, fiduciary or confidential
obligation, the breach of which you know or reasonably should know), (ii) is
required to be disclosed by you pursuant to applicable law, and you provide
notice to the Company of such requirement as promptly as possible, or (iii) was
independently acquired or developed by you without violating any of the
obligations under this Plan and without relying on Confidential Material of the
Company. All records, files, drawings, documents, equipment and other tangible
items, wherever located, relating in any way to the Confidential Material or
otherwise to the Company's business, which you have prepared, used or
encountered or shall in the future prepare, use or encounter, shall be and
remain the Company's sole and exclusive property and shall be included in the
Confidential

                                      -8-





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Material. Upon your termination of employment with the Company, or whenever
requested by the Company, you shall promptly deliver to the Company any and all
of the Confidential Material and copies thereof, not previously delivered to the
Company, that may be, or at any previous time has been, in your possession or
under your control.

5.2  Equitable Relief

     By your acceptance of your Severance Payment and other benefits under this
Plan, you shall be deemed to have acknowledged that violation of Section 5.1
would cause the Company irreparable damage for which the Company cannot be
reasonably compensated in damages in an action at law, and that therefore in the
event of any breach by you of Section 5.1, the Company shall be entitled to make
application to a court of competent jurisdiction for equitable relief by way of
injunction or otherwise (without being required to post a bond). This provision
shall not, however, be construed as a waiver of any of the rights which the
Company may have for damages under this Plan or otherwise, and, except as
limited in Article VI, all of the Company's rights and remedies shall be
unrestricted.

                                   Article VI
                                   ARBITRATION

     Except for equitable relief as provided in Section 5.2, arbitration in
accordance with the then most applicable rules of the American Arbitration
Association shall be the exclusive remedy for resolving any dispute or
controversy between you and the Company or any of its Subsidiaries, including,
but not limited to, any dispute regarding your employment or the termination of
your employment or any dispute regarding the application, interpretation or
validity of this Plan not otherwise resolved through the claims procedure set
forth in Section 7.10. The arbitrator shall be empowered to grant only such
relief as would be available in a court of law. In the event of any conflict
between this Plan and the rules of the American Arbitration Association, the
provisions of this Plan shall be determinative. If the parties are unable to
agree upon an arbitrator, they shall select a single arbitrator from a list
designated by the office of the American Arbitration Association having
responsibility for the city in which you primarily performed services for the
Company or its Subsidiaries immediately before your termination of employment of
seven arbitrators, all of whom shall be retired judges who are actively involved
in hearing private cases or members of the National Academy of Arbitrators, and
who, in either event, are residents of the area in which you primarily performed
services for the Company or its Subsidiaries immediately before your termination
of employment. If the parties are unable to agree upon an arbitrator from such
list, they shall each strike names alternatively from the list, with the first
to strike being determined by lot. After each party has used three strikes, the
remaining name on the list shall be the arbitrator. The Company shall be
responsible for the costs and fees of the arbitrator, unless the employee wishes
to contribute (up to 50%) of the costs and fees of the arbitrator; provided,
however, that each party shall initially be responsible for the fees and
expenses of its own representatives and witnesses. Unless mutually agreed
otherwise by the parties, any arbitration shall be conducted at a location
within fifty (50) miles from the location in which you primarily performed
services for the Company or any of its Subsidiaries immediately before your
termination of employment. If the parties cannot agree upon a location for the
arbitration, the arbitrator shall determine the location within such fifty (50)
mile radius. Judgment may be entered on the award of the arbitrator in any


                                      -9-





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court having jurisdiction. The prevailing party in the arbitration proceeding,
as determined by the arbitrator, and in any enforcement or other court
proceedings, shall be entitled to the extent provided by law to reimbursement
from the other party for all of the prevailing party's costs (including but not
limited to the arbitrator's compensation), expenses and reasonable attorney's
fees.

                                   Article VII
                                  MISCELLANEOUS

7.1  Applicable Law

     To the extent not preempted by the laws of the United States, the laws of
the State of New York shall be the controlling law in all matters relating to
this Plan, regardless of the choice-of-law rules of the State of New York or any
other jurisdiction.

7.2  Construction

     No term or provision of this Plan shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict
between any provision of this Plan and any present or future statute, law,
ordinance, or regulation, the latter shall prevail, but in such event the
affected provision of this Plan shall be curtailed and limited only to the
extent necessary to bring such provision within the requirements of the law.

7.3  Severability

     If a provision of this Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of this Plan and
this Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

7.4  Headings

     The Section headings in this Plan are inserted only as a matter of
convenience, and in no way define, limit, or extend or interpret the scope of
this Plan or of any particular Section.

7.5  Assignability

     Your rights or interests under this Plan shall not be assignable or
transferrable (whether by pledge, grant of a security interest, or otherwise) by
you, your beneficiaries or legal representatives, except by will or by the laws
of descent and distribution.

7.6  Term

     If no Change in Control has theretofore occurred, this Plan shall expire
and be of no further force and effect on December 31, 2012; provided that the
Board may, at any time prior to the expiration hereof, extend the term of this
Plan. If a Change in Control occurs on or before December 31, 2012 (or before
the expiration of the extended term if the Board had extended the term of this
Plan), this Plan shall continue in full force and effect until its terms and
provisions are completely carried out.


                                      -10-





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7.7  Amendment

     This Plan constitutes a contract right and may not be amended in any
respect except by resolution adopted by the Board prior to the occurrence of a
Change in Control and consented to by you in writing. After a Change in Control
occurs, this Plan shall no longer be subject to amendment, change, substitution,
deletion, revocation or termination in any respect whatsoever. No agreement or
representations, written or oral, express or implied, with respect to the
subject matter hereof, have been made by the Company which are not expressly set
forth in this Plan.

7.8  Notices

     For purposes of this Plan, notices and all other communications provided
for herein shall be in writing and shall be deemed to have been duly given when
personally delivered, telecopied, or sent by certified or overnight mail, return
receipt requested, postage prepaid, addressed to the respective addresses, or
sent to the respective telecopier numbers, last given by each party to the
other, provided that all notices to the Company shall be directed to the
attention of the Board of Directors with a copy to the Secretary. All notices
and communications shall be deemed to have been received on the date of delivery
thereof if personally delivered, upon return confirmation if telecopied, on the
third business day after the mailing thereof, or on the date after sending by
overnight mail, except that notice of change of address shall be effective only
upon actual receipt. No objection to the method of delivery may be made if the
written notice or other communication is actually received.

7.9  Administration

     This Plan constitutes a welfare benefit plan within the meaning of Section
3(1) of ERISA. This letter constitutes both the governing document and the
summary plan description of the Plan. The Administrator of the Plan, within the
meaning of Section 3(16) of ERISA, and the Named Fiduciary thereof, within the
meaning of Section 402 of ERISA, is the Company.

7.10 Claims

     If you believe you are entitled to a benefit under this Plan, you may make
a claim for such benefit by filing with the Company a written statement setting
forth the amount and type of payment so claimed. The statement shall also set
forth the facts supporting the claim. The claim may be filed by mailing or
delivering it to the Secretary of the Company.

     Within sixty (60) calendar days after receipt of such a claim, the Company
shall notify you in writing of its action on such claim and if such claim is not
allowed in full, shall state the following in a manner calculated to be
understood by you:

               (a) The specific reason or reasons for the denial;

               (b) Specific reference to pertinent provisions of this Plan on
     which the denial is based;


                                      -11-





<PAGE>



               (c) A description of any additional material or information
     necessary for you to be entitled to the benefits that have been denied and
     an explanation of why such material or information is necessary; and

               (d) An explanation of this Plan's claim review procedure.

     If you disagree with the action taken by the Company, you or your duly
authorized representative may apply to the Company for a review of such action.
Such application shall be made within one hundred twenty (120) calendar days
after receipt by you of the notice of the Company's action on your claim. The
application for review shall be filed in the same manner as the claim for
benefits. In connection with such review, you may inspect any documents or
records pertinent to the matter and may submit issues and comments in writing to
the Company. A decision by the Company shall be communicated to you within sixty
(60) calendar days after receipt of the application. The decision on review
shall be in writing and shall include specific reasons for the decision, written
in a manner calculated to be understood by you, and specific references to the
pertinent provisions of this Plan on which the decision is based.

                                         Sincerely,

                                         CAMINUS CORPORATION


                                         By: /s/ William P. Lyons
                                             -----------------------------------
                                             William P. Lyons, President and
                                             Chief Executive Officer


ACKNOWLEDGED AND AGREED:

/s/ Joseph P. Dwyer
---------------------------------
Joseph P. Dwyer


                                      -12-





<PAGE>



                               CAMINUS CORPORATION
                                825 THIRD AVENUE
                            NEW YORK, NEW YORK 10022

October 16, 2002

To:   John A. Andrus

From: William P. Lyons

Subject: Caminus Corporation Management Retention Plan

     Caminus Corporation has adopted a Management Retention Plan (the "Plan").
The provisions of the Plan, as they apply to you, are as follows:

                                  Article VIII
                                   DEFINITIONS

8.1  Definitions

     Whenever used in this Plan, the following capitalized terms shall have the
     meanings set forth in this Section 1.1, certain other capitalized terms
     being defined elsewhere in this Plan:

     (a)  "Board" means the Board of Directors of the Company.

     (b)  "Cause" means that the Board of Directors of the Company has formed a
          reasonable good faith belief that any of the following acts or
          circumstances have occurred: (i) gross misconduct by you which is
          materially injurious to the Company; (ii) the commission by you of an
          act of embezzlement, fraud or deliberate disregard of the rules or
          policies of the Company which results in material loss, damage or
          injury to the Company; (iii) the unauthorized disclosure by you of any
          trade secret or confidential information of the Company or any third
          party who has a business relationship with the Company that results in
          material harm to the Company or other such third party; (iv) gross
          negligence by you in the discharge of your services to the Company;
          (v) your conviction of a felony involving any financial impropriety or
          that would materially interfere with your ability to perform your
          services for the Company or otherwise be injurious to the Company; or
          (vi) your failure to follow any lawful direction of the Board of
          Directors of the Company or to perform in a material respect your
          employment or other obligations without proper cause, in any such case
          described in this clause (vi) that continues uncured for thirty (30)
          days after receipt by you of written notice of breach from the
          Company.

     (c)  "Change in Control" shall mean the occurrence of any of the following:

               (i) any "person" or "group" (as such terms are defined in Section
          13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")


                                      -13-





<PAGE>



          and the rules and regulations promulgated thereunder), excluding GFI
          Energy Ventures LLC, Oaktree Capital Management LLC and their managed
          funds and affiliates, is or becomes the "beneficial owner" (within the
          meaning of Rule 13d-3 under the Exchange Act), directly or indirectly,
          of securities of the Company, or of any entity resulting from a merger
          or consolidation involving the Company, representing more than fifty
          percent (50%) of the combined ordinary voting power of the then
          outstanding securities of the Company or such entity; or

               (ii) the consummation of (x) a merger, consolidation or
          reorganization to which the Company is a party, whether or not the
          Company is the entity surviving or resulting therefrom, or (y) a sale,
          assignment, lease, conveyance or other disposition of all or
          substantially all of the assets of the Company, in one transaction or
          a series of related transactions, to any entity other than the
          Company, where any such transaction or series of related transactions
          as is referred to in clause (x) or clause (y) above in this
          subparagraph (ii) (singly or collectively, a "Transaction") does not
          otherwise result in a "Change in Control" pursuant to subparagraph (i)
          of this definition of "Change in Control"; provided, however, that no
          such Transaction shall constitute a "Change in Control" under this
          subparagraph (ii) if the persons who were the stockholders of the
          Company (including their affiliates) immediately before the
          consummation of such Transaction are the beneficial owners,
          immediately following the consummation of such Transaction, of fifty
          percent (50%) or more of the combined ordinary voting power of the
          then outstanding voting securities of the entity surviving or
          resulting from any merger, consolidation or reorganization referred to
          in clause (x) above in this subparagraph (ii) or the entity to which
          the assets of the Company are sold, assigned, leased, conveyed or
          disposed of in any transaction or series of related transactions
          referred in clause (y) above in this subparagraph (ii), in
          substantially the same proportions in which such beneficial owners
          held voting stock in the Company immediately before such Transaction.

     (d)  "Company" means Caminus Corporation, a Delaware corporation, and any
          successor or assignee as provided in Article IV.

     (e)  "Compensation" means your base annual salary and target annual cash
          bonus attributable to your employment with the Company and/or any of
          its Subsidiaries (including, but not limited to, any amounts
          excludable from your gross income for federal income tax purposes
          pursuant to Section 125 or Section 401(k) of the Internal Revenue Code
          of 1986, as amended), in effect immediately before the Change in
          Control. "Compensation" shall not include any non-cash compensation or
          reimbursements, if any.

     (f)  "Disability" means a physical or mental infirmity which substantially
          impairs your ability to perform your material duties for a period of
          at least one hundred eighty (180) consecutive calendar days, and, as a
          result of such Disability, you have not returned to your full-time
          regular employment prior to termination.


                                      -14-





<PAGE>



     (g)  "Effective Time" means October 16, 2002.

     (h)  "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended.

     (i)  "Good Reason" means the occurrence of any of the following without
          your consent: (i) the Company reduces your base annual salary or fails
          to pay any guaranteed or earned bonus or materially reduces your
          benefits; (ii) the Company requires you to change the location of your
          principal office, unless such principal office (A) is located in the
          borough of Manhattan or (B) is at a location that is closer to your
          residence as of the Effective Time than the Company's current
          executive offices located at 825 Third Avenue, New York, New York;
          (iii) the Company reduces in any material respect your
          responsibilities as they relate to the operation of the Company's
          business as of the Effective Time; or (iv) any other material breach
          by the Company of any written agreement between you and the Company,
          in any such case described in this clause (iv) that continues uncured
          for thirty (30) days after receipt by the Company of written notice of
          breach from you.

     (j)  "Plan" means this Management Retention Plan.

     (k)  "Release" means a Separation and General Release Agreement in
          customary form reasonably satisfactory to the Company.

     (l)  "Severance Payment" means the payment of severance compensation as
          provided in Article II.

     (m)  "Subsidiary" means any corporation or other entity, a majority of the
          voting power, equity securities or equity interest of which is owned
          directly or indirectly by the Company.

     (n)  "WARN" means the Worker Adjustment and Retraining Notification Act, 29
          U.S.C. 'ss' 2101 et seq.

                                   Article IX
                               SEVERANCE PAYMENTS

9.1  Right to Severance Payment; Release

     Conditioned on the execution and delivery by you (or your beneficiary or
personal representative, if applicable) of the Release, you shall be entitled to
receive a Severance Payment from the Company in the amount provided in Section
2.2 if (i) at any time prior to a Change in Control or (ii) within one year
after the occurrence of a Change in Control, your employment is involuntarily
terminated by the Company or any of its Subsidiaries for any reason other than
Cause or your death or Disability, or you voluntarily terminate your employment
with the Company and all Subsidiaries for Good Reason. Notwithstanding the
foregoing, the amount of any Severance Payment which you will be entitled to
receive will be reduced, dollar for dollar, to the extent you receive payments
which the Company or its Subsidiaries are required to make to you under WARN.


                                      -15-





<PAGE>



9.2  Amount of Severance Payment

     If you become entitled to a Severance Payment under this Plan, the amount
of your Severance Payment, when added to any payments which the Company or its
Subsidiaries are required to make to you under WARN, shall equal three (3) years
of Compensation; provided, that if you receive newly issued stock options ("New
Options") from the Company (or any successor) in exchange for the stock options
held by you as of the Effective Date pursuant to a stock option exchange offer
intended to "reprice" your stock options to fair market value as of the date of
issuance of the New Options, then the amount of the Severance Payment, when
added to any payments which the Company or its Subsidiaries are required to make
to you under WARN, shall be reduced to equal one (1) year of Compensation.
Notwithstanding the foregoing, if you receive New Options from any successor to
the Company in a Change in Control and, within 1 year following the Change in
Control, your employment is involuntarily terminated by the Company or any of
its Subsidiaries for any reason other than Cause or your death or Disability, or
you voluntarily terminate your employment with the Company and all Subsidiaries
for Good Reason, then the amount of your Severance Payment, when added to any
payments which the Company or its Subsidiaries are required to make to you under
WARN, shall equal three (3) years of Compensation (reduced by the amount of any
Severance Payment previously paid to you pursuant to this Section 2.2).

9.3  Stock Options

     In addition to the Severance Payment, but subject to your execution and
delivery of the Release, if within one year after the occurrence of a Change in
Control, your employment is involuntarily terminated by the Company or any of
its Subsidiaries for any reason other than Cause or your death or Disability, or
you voluntarily terminate your employment with the Company and all Subsidiaries
for Good Reason, then all stock options held by you at the time of the Change in
Control (including stock options that remained outstanding following the Change
in Control, as well as any successor or replacement stock options issued in the
Change in Control) which remain outstanding as of the time of your termination
shall, notwithstanding any contrary provision included in the instruments
governing such stock options, accelerate and become immediately exercisable, and
shall remain exercisable until the later of (i) thirty (30) days following the
termination of your employment and (ii) ten (10) days following the termination
of any contractual lock-up imposed in connection with the Change in Control that
restricts your ability to exercise such stock options or to sell or otherwise
transfer equity securities of the Company (or any successor to the Company in
the Change in Control). Further, if at the time of such termination of
employment, the equity securities of the Company (or any successor to the
Company in the Change in Control) are not listed or admitted for trading on a
national securities exchange or NASDAQ, then you shall have the right to
exercise your stock options by requiring the Company (or such successor) to pay
you in cash the difference between the value per share of the Company's equity
securities in the Change in Control less the exercise price per share of your
stock options.


                                      -16-





<PAGE>



9.4  Excise Tax Limitation.

     (a)  Notwithstanding anything contained in this Plan to the contrary, in
          the event that any payment or benefit (within the meaning of Section
          280G(b)(2) of the Code) to you or for your benefit paid or payable or
          distributed or distributable pursuant to the terms of this Plan or
          otherwise in connection with, or arising out of, your employment with
          the Company or any of its Subsidiaries or a Change of Control within
          the meaning of Section 280G of the Code (a "Payment" or "Payments"),
          would be subject to the excise tax imposed by Section 4999 of the Code
          (the "Excise Tax"), then the Payments shall be reduced (but not below
          zero) but only to the extent necessary that no portion thereof shall
          be subject to the excise tax imposed by Section 4999 of the Code (the
          "Section 4999 Limit"). Unless you shall have given prior written
          notice specifying a different order to the Company to effectuate the
          limitations described in the preceding sentence, the Company shall
          reduce or eliminate the Payments by first reducing or eliminating
          those Payments or benefits which are not payable in cash and then by
          reducing or eliminating cash Payments, in each case in reverse order
          beginning with payments or benefits which are to be paid the farthest
          in time from the Determination (as hereinafter defined). Any notice
          given by you pursuant to the preceding sentence shall take precedence
          over the provisions of any other plan, arrangement or agreement
          governing your rights and entitlements to any benefits or
          compensation.

     (b)  All determinations required to be made under this Section 2.4 (each, a
          "Determination") shall be made, at the Company's expense, by the
          accounting firm which is the Company's accounting firm prior to the
          Change in Control or another nationally recognized accounting firm
          designated by the Board (or a committee thereof) prior to the Change
          in Control (the "Accounting Firm"). The Accounting Firm shall provide
          its calculations, together with detailed supporting documentation,
          both to the Company and to you before payment of your Severance
          Payment hereunder (if requested at that time by the Company or you) or
          such other time as requested by the Company or you (in either case
          provided that the Company or you believe in good faith that any of the
          Payments may be subject to the Excise Tax); provided, however, that if
          the Accounting Firm determines that no Excise Tax is payable by you
          with respect to a Payment or Payments, it shall furnish you with an
          opinion reasonably acceptable to you that no Excise Tax will be
          imposed with respect to any such Payment or Payments. Within ten (10)
          calendar days of the delivery of the Determination to you, you shall
          have the right to dispute the Determination (the "Dispute"). The
          existence of any Dispute shall not in any way affect your right to
          receive the Payments in accordance with the Determination. If there is
          no Dispute, the Determination by the Accounting Firm shall be final,
          binding and conclusive upon the Company and you, subject to the
          application of Section 2.4(c).

     (c)  As a result of the uncertainty in the application of Sections 4999 and
          280G of the Code, it is possible that the Payments either will have
          been made or will


                                      -17-





<PAGE>



          not have been made by the Company, in either case in a manner
          inconsistent with the limitations provided in Section 2.4(a) (an
          "Excess Payment" or "Underpayment", respectively). If it is
          established pursuant to (i) a final determination of a court for which
          all appeals have been taken and finally resolved or the time for all
          appeals has expired, or (ii) an Internal Revenue Service (the "IRS")
          proceeding which has been finally and conclusively resolved, that an
          Excess Payment has been made, such Excess Payment shall be deemed for
          all purposes to be a loan to you made on the date you received the
          Excess Payment and you shall repay the Excess Payment to the Company
          on demand, together with interest on the Excess Payment at one hundred
          twenty percent (120%) of the applicable federal rate (as defined in
          Section 1274(d) of the Code) compounded semi-annually from the date of
          your receipt of such Excess Payment until the date of such repayment.
          If it is determined (i) by the Accounting Firm, the Company (which
          shall include the position taken by the Company, together with its
          consolidated group, on its federal income tax return) or the IRS, (ii)
          pursuant to a determination by a court, or (iii) upon the resolution
          to your satisfaction of the Dispute, that an Underpayment has
          occurred, the Company shall pay an amount equal to the Underpayment to
          you within ten (10) calendar days of such determination or resolution,
          together with interest on such amount at one hundred twenty percent
          (120%) of the applicable federal rate compounded semi-annually from
          the date such amount should have been paid to you pursuant to the
          terms of this Plan or otherwise, but for the operation of this Section
          2.4(c), until the date of payment.

9.5  No Mitigation

     The Company acknowledges and agrees that you shall be entitled to receive
your entire Severance Payment regardless of any income which you may receive
from other sources following your termination on or after the Change in Control.

9.6  Payment of Severance Payment

     The Severance Payment to which you are entitled shall be paid to you, in
cash and in full, not later than eight (8) calendar days after the Release
becomes effective. If you should die before all amounts payable to you have been
paid, such unpaid amounts shall be paid to your beneficiary under this Agreement
or, if you have not designated such a beneficiary in writing to the Company, to
the personal representative(s) of your estate.

9.7  Benefits Coverage

     If you are entitled to receive a Severance Payment under Section 2.1, you
will also be entitled to receive health benefits coverage and coverage under
other employee welfare benefit plans for you and your dependents under the same
plan(s) or arrangement(s) under which you were covered immediately before your
termination of employment or plan(s) established or arrangement(s) provided by
the Company or any of its Subsidiaries thereafter. Such benefits coverage shall
be paid for by the Company to the same extent as if you were still employed by
the Company, and you will be required to make such payments as you


                                      -18-





<PAGE>



would be required to make if you were still employed by the Company. The
benefits provided under this Section 2.7 shall continue until the earlier of (a)
the expiration of the one-year period following your termination of employment
with the Company and all of its Subsidiaries, (b) the date you become covered
under any other group plans not maintained by the Company or any of its
Subsidiaries; provided, however, that if such other group plans exclude any
pre-existing condition that you or your dependents may have when coverage under
such group plans would otherwise begin, coverage under this Section 2.7 shall
continue (but not beyond the one-year period described in clause (a) of this
sentence) with respect to such pre-existing condition until such exclusion under
such other group health plan lapses or expires. In the event you are required to
make an election under Sections 601 through 607 of ERISA (commonly known as
COBRA) to qualify for the benefits described in this Section 2.7, the
obligations of the Company and its Subsidiaries under this Section 2.7 shall be
conditioned upon your timely making such an election.

9.8  Withholding of Taxes

     The Company may withhold from any amounts payable under this Plan all
federal, state, city or other taxes required by applicable law to be withheld by
the Company.

                                    Article X
                     OTHER RIGHTS AND BENEFITS NOT AFFECTED

10.1 Other Benefits

     This Plan does not provide a pension for you, nor shall any payment
hereunder be characterized as deferred compensation. Except as set forth in
Section 3.2, neither the provisions of this Plan nor the Severance Payment
provided for hereunder shall reduce any amounts otherwise payable, or in any way
diminish your rights as an employee, whether existing now or hereafter, under
any written benefit, incentive, retirement, stock option, stock bonus or stock
purchase plan or any written employment agreement or other written plan or
arrangement not related to severance.

10.2 Other Severance Plans Superseded

     As of the Effective Time, this Plan will supersede any and all other
severance plans of the Company or its Subsidiaries and severance agreements
between you and the Company and its Subsidiaries, and your participation in any
other severance plan of the Company and its Subsidiaries will be hereby
terminated.

10.3 Employment Status

     This Plan does not constitute a contract of employment or impose on you any
obligation to remain in the employ of the Company, nor does it impose on the
Company or any of its Subsidiaries any obligation to retain you in your present
or any other position, nor does it change the status of your employment as an
employee at will. Nothing in this Plan shall in any way affect the right of the
Company or any of its Subsidiaries in its absolute discretion to change or
reduce your compensation at any time, or to change at any time one or more
benefit plans, including but not limited to pension plans, dental plans, health
care plans, savings plans, bonus plans, vacation pay plans, disability plans,
and the like.


                                      -19-





<PAGE>



                                   Article XI
                              SUCCESSOR TO COMPANY

     The Company shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Company, expressly and
unconditionally to assume and agree to perform the Company's obligations under
this Plan, in the same manner and to the same extent that the Company would be
required to perform if no such succession or assignment had taken place. In such
event, the term "Company," as used in this Plan, shall mean (from and after, but
not before, the occurrence of such event) the Company as herein before defined
and any successor or assignee to the business or assets which by reason hereof
becomes bound by the terms and provisions of this Plan.

                                   Article XII
                                 CONFIDENTIALITY

12.1 Nondisclosure of Confidential Material

     In the performance of your duties, you have previously had, and may in the
future have, access to confidential records and information, including, but not
limited to, development, marketing, purchasing, organizational, strategic,
financial, managerial, administrative, manufacturing, production, distribution
and sales information, data, specifications and processes presently owned or at
any time hereafter developed by the Company or its agents or consultants or used
presently or at any time hereafter in the course of its business, that are not
otherwise part of the public domain (collectively, the "Confidential Material").
All such Confidential Material is considered secret and has been and/or will be
disclosed to you in confidence. By your acceptance of your Severance Payment
under this Plan, you shall be deemed to have acknowledged that the Confidential
Material constitutes proprietary information of the Company which draws
independent economic value, actual or potential, from not being generally known
to the public or to other persons who could obtain economic value from its
disclosure or use, and that the Company has taken efforts reasonable under the
circumstances, of which this Section 5.1 is an example, to maintain its secrecy.
Except in the performance of your duties to the Company, you shall not, directly
or indirectly for any reason whatsoever, disclose or use any such Confidential
Material, except that the foregoing disclosure prohibition shall not apply as to
Confidential Material that (i) has been publicly disclosed or was within your
possession prior to its being furnished to you by the Company or becomes
available to you on a nonconfidential basis from a third party (in any of such
cases, not due to a breach by you of your obligations to the Company or by
breach of any other person of a confidential, fiduciary or confidential
obligation, the breach of which you know or reasonably should know), (ii) is
required to be disclosed by you pursuant to applicable law, and you provide
notice to the Company of such requirement as promptly as possible, or (iii) was
independently acquired or developed by you without violating any of the
obligations under this Plan and without relying on Confidential Material of the
Company. All records, files, drawings, documents, equipment and other tangible
items, wherever located, relating in any way to the Confidential Material or
otherwise to the Company's business, which you have prepared, used or
encountered or shall in the future prepare, use or encounter, shall be and
remain the Company's sole and exclusive property and shall be included in the
Confidential


                                      -20-





<PAGE>



Material. Upon your termination of employment with the Company, or whenever
requested by the Company, you shall promptly deliver to the Company any and all
of the Confidential Material and copies thereof, not previously delivered to the
Company, that may be, or at any previous time has been, in your possession or
under your control.

12.2 Equitable Relief

     By your acceptance of your Severance Payment and other benefits under this
Plan, you shall be deemed to have acknowledged that violation of Section 5.1
would cause the Company irreparable damage for which the Company cannot be
reasonably compensated in damages in an action at law, and that therefore in the
event of any breach by you of Section 5.1, the Company shall be entitled to make
application to a court of competent jurisdiction for equitable relief by way of
injunction or otherwise (without being required to post a bond). This provision
shall not, however, be construed as a waiver of any of the rights which the
Company may have for damages under this Plan or otherwise, and, except as
limited in Article VI, all of the Company's rights and remedies shall be
unrestricted.

                                  Article XIII
                                   ARBITRATION

     Except for equitable relief as provided in Section 5.2, arbitration in
accordance with the then most applicable rules of the American Arbitration
Association shall be the exclusive remedy for resolving any dispute or
controversy between you and the Company or any of its Subsidiaries, including,
but not limited to, any dispute regarding your employment or the termination of
your employment or any dispute regarding the application, interpretation or
validity of this Plan not otherwise resolved through the claims procedure set
forth in Section 7.10. The arbitrator shall be empowered to grant only such
relief as would be available in a court of law. In the event of any conflict
between this Plan and the rules of the American Arbitration Association, the
provisions of this Plan shall be determinative. If the parties are unable to
agree upon an arbitrator, they shall select a single arbitrator from a list
designated by the office of the American Arbitration Association having
responsibility for the city in which you primarily performed services for the
Company or its Subsidiaries immediately before your termination of employment of
seven arbitrators, all of whom shall be retired judges who are actively involved
in hearing private cases or members of the National Academy of Arbitrators, and
who, in either event, are residents of the area in which you primarily performed
services for the Company or its Subsidiaries immediately before your termination
of employment. If the parties are unable to agree upon an arbitrator from such
list, they shall each strike names alternatively from the list, with the first
to strike being determined by lot. After each party has used three strikes, the
remaining name on the list shall be the arbitrator. The Company shall be
responsible for the costs and fees of the arbitrator, unless the employee wishes
to contribute (up to 50%) of the costs and fees of the arbitrator; provided,
however, that each party shall initially be responsible for the fees and
expenses of its own representatives and witnesses. Unless mutually agreed
otherwise by the parties, any arbitration shall be conducted at a location
within fifty (50) miles from the location in which you primarily performed
services for the Company or any of its Subsidiaries immediately before your
termination of employment. If the parties cannot agree upon a location for the
arbitration, the arbitrator shall determine the location within such fifty (50)
mile radius. Judgment may be entered on the award of the arbitrator in any


                                      -21-





<PAGE>



court having jurisdiction. The prevailing party in the arbitration proceeding,
as determined by the arbitrator, and in any enforcement or other court
proceedings, shall be entitled to the extent provided by law to reimbursement
from the other party for all of the prevailing party's costs (including but not
limited to the arbitrator's compensation), expenses and reasonable attorney's
fees.

                                   Article XIV
                                  MISCELLANEOUS

14.1 Applicable Law

     To the extent not preempted by the laws of the United States, the laws of
the State of New York shall be the controlling law in all matters relating to
this Plan, regardless of the choice-of-law rules of the State of New York or any
other jurisdiction.

14.2 Construction

     No term or provision of this Plan shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict
between any provision of this Plan and any present or future statute, law,
ordinance, or regulation, the latter shall prevail, but in such event the
affected provision of this Plan shall be curtailed and limited only to the
extent necessary to bring such provision within the requirements of the law.

14.3 Severability

     If a provision of this Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of this Plan and
this Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

14.4 Headings

     The Section headings in this Plan are inserted only as a matter of
convenience, and in no way define, limit, or extend or interpret the scope of
this Plan or of any particular Section.

14.5 Assignability

     Your rights or interests under this Plan shall not be assignable or
transferrable (whether by pledge, grant of a security interest, or otherwise) by
you, your beneficiaries or legal representatives, except by will or by the laws
of descent and distribution.

14.6 Term

     If no Change in Control has theretofore occurred, this Plan shall expire
and be of no further force and effect on December 31, 2012; provided that the
Board may, at any time prior to the expiration hereof, extend the term of this
Plan. If a Change in Control occurs on or before December 31, 2012 (or before
the expiration of the extended term if the Board had extended the term of this
Plan), this Plan shall continue in full force and effect until its terms and
provisions are completely carried out.


                                      -22-





<PAGE>



14.7 Amendment

     This Plan constitutes a contract right and may not be amended in any
respect except by resolution adopted by the Board prior to the occurrence of a
Change in Control and consented to by you in writing. After a Change in Control
occurs, this Plan shall no longer be subject to amendment, change, substitution,
deletion, revocation or termination in any respect whatsoever. No agreement or
representations, written or oral, express or implied, with respect to the
subject matter hereof, have been made by the Company which are not expressly set
forth in this Plan.

14.8 Notices

     For purposes of this Plan, notices and all other communications provided
for herein shall be in writing and shall be deemed to have been duly given when
personally delivered, telecopied, or sent by certified or overnight mail, return
receipt requested, postage prepaid, addressed to the respective addresses, or
sent to the respective telecopier numbers, last given by each party to the
other, provided that all notices to the Company shall be directed to the
attention of the Board of Directors with a copy to the Secretary. All notices
and communications shall be deemed to have been received on the date of delivery
thereof if personally delivered, upon return confirmation if telecopied, on the
third business day after the mailing thereof, or on the date after sending by
overnight mail, except that notice of change of address shall be effective only
upon actual receipt. No objection to the method of delivery may be made if the
written notice or other communication is actually received.

14.9 Administration

     This Plan constitutes a welfare benefit plan within the meaning of Section
3(1) of ERISA. This letter constitutes both the governing document and the
summary plan description of the Plan. The Administrator of the Plan, within the
meaning of Section 3(16) of ERISA, and the Named Fiduciary thereof, within the
meaning of Section 402 of ERISA, is the Company.

14.10 Claims

     If you believe you are entitled to a benefit under this Plan, you may make
a claim for such benefit by filing with the Company a written statement setting
forth the amount and type of payment so claimed. The statement shall also set
forth the facts supporting the claim. The claim may be filed by mailing or
delivering it to the Secretary of the Company.

     Within sixty (60) calendar days after receipt of such a claim, the Company
shall notify you in writing of its action on such claim and if such claim is not
allowed in full, shall state the following in a manner calculated to be
understood by you:

               (a) The specific reason or reasons for the denial;

               (b) Specific reference to pertinent provisions of this Plan on
     which the denial is based;


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<PAGE>



               (c) A description of any additional material or information
     necessary for you to be entitled to the benefits that have been denied and
     an explanation of why such material or information is necessary; and

               (d) An explanation of this Plan's claim review procedure.

     If you disagree with the action taken by the Company, you or your duly
authorized representative may apply to the Company for a review of such action.
Such application shall be made within one hundred twenty (120) calendar days
after receipt by you of the notice of the Company's action on your claim. The
application for review shall be filed in the same manner as the claim for
benefits. In connection with such review, you may inspect any documents or
records pertinent to the matter and may submit issues and comments in writing to
the Company. A decision by the Company shall be communicated to you within sixty
(60) calendar days after receipt of the application. The decision on review
shall be in writing and shall include specific reasons for the decision, written
in a manner calculated to be understood by you, and specific references to the
pertinent provisions of this Plan on which the decision is based.

                                         Sincerely,

                                         CAMINUS CORPORATION


                                         By: /s/ William P. Lyons
                                             -----------------------------------
                                             William P. Lyons, President and
                                             Chief Executive Officer


ACKNOWLEDGED AND AGREED:

/s/ John A. Andrus
---------------------------------
John A. Andrus


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