6
     6
10697v7

10697v7
                  FIRST  AMENDMENT  TO  CREDIT  AGREEMENT

     This  Amendment, dated as of November 5, 1999 (this "Amendment") is entered
into  by  and  among  Policy  Management  Systems  Corporation, a South Carolina
corporation  (the  "Company"),  the  financial  institutions  parties  to  this
Agreement  (collectively,  the  "Banks";  individually,  a  "Bank")  and Bank of
America,  N.A.  (formerly  known  as  Bank of America National Trust and Savings
Association),  as  Agent  (the  "Agent").

                                 RECITALS
                                 --------

     The  Company,  the  Agent  and  the Banks are parties to a Credit Agreement
dated  as of August 8, 1997 (the "Credit Agreement") pursuant to which the Banks
extended a revolving facility.  Capitalized terms used and not otherwise defined
or  amended  in  this Amendment shall have the meanings respectively assigned to
them  in  the  Credit  Agreement.

     The  Company  has  requested  that the Banks modify the Credit Agreement to
take  into  account  certain  restriction  changes  along  with  certain  other
modifications. In order to induce the Banks to agree to the foregoing, the Banks
have  requested,  and  the  Company  has  agreed,  that the Company will provide
certain  information,  pay  an amendment fee and modify certain other covenants.
The  Company  has requested that the Banks enter into this Amendment in order to
approve  and reflect the foregoing, and the Banks have agreed to do so, all upon
the  terms  and  provisions and subject to the conditions hereinafter set forth.

                                  AGREEMENT
                                  ---------

     In  consideration  of  the foregoing and the mutual covenants and agreement
hereinafter  set  forth,  the  parties  hereto  mutually  agree  as  follows:

A.     AMENDMENTS
       ----------

1.     Amendment  of  Section  1.1.
--     ---------------------------

     (a)     A  new  definition  of  "Term  Loan"  is  hereby  added as follows:

     "Term  Loan" means that certain term loan in the amount of $70,000,000 made
to  the  Borrower  by  the  Banks
<PAGE>
party  to  the  Term  Loan  Agreement  dated  November  5,  1999."

     (b)     The  definition  of  "Consolidated  Tangible  Net  Worth" is hereby
amended  by  deleting  the  text  in  subclause "(i)" before the word "less" and
substituting  the  words  "Total  Shareholders'  Equity"  therefore.

2.     Amendment  to Section 2.1.  Section 2.1 is hereby amended by deleting the
--     --------------------------
amount  "$15,000,000"  and  replacing  it  with  the  amount  "$5,000,000".
3.     Amendment  to  Section  2.4(a).  Section  2.4(a)  is  hereby  amended  by
--     ------------------------------
deleting  the amount "$15,000,000" and replacing it with the amount "$5,000,000"
--
throughout  Section  2.4(a).
4.     Amendment  to  Section 2.11.  Section 2.11 is hereby amended and restated
--     ---------------------------
as  follows:
     (a)     The  Commitments  shall  terminate  on the Termination Date and any
Loans then due and outstanding (together with accrued interest thereon) shall be
due  and  payable  on  such  date.

     (b)     If  the  Borrower shall issue for cash any additional equity (other
than  in  connection  with  the  exercise  of options, the issuance of equity in
connection  with  employee  benefit  plans, or a contribution to the Borrower in
connection  with a vendor agreement to fund a specific development and marketing
effort  or  to  fund  one  or more specific acquisitions set forth in the vendor
agreement  or  a  technology  transfer  agreement)  or  incur Debt for cash, the
Borrower  shall  promptly notify the Agent of the estimated net proceeds of such
issuance  to  be received by the Borrower.  Promptly upon, and in no event later
than  three Business Days after receipt by the Borrower of the net cash proceeds
of such issuance, the Borrower shall prepay the Term Loan in an aggregate amount
equal to the amount of net proceeds until the Term Loan shall be repaid in full.

5.     Amendment  of  Section  5.12.  Section  5.12  of  the Credit Agreement is
--     ----------------------------
hereby  amended  by  replacing  the  amount  "$80,000,000"  with  the  amount
--
"$126,718,000"  and  replacing the date "January 1, 1997" with the date "January
--
1,  1999".
6.
--
<PAGE>
------
Amendment to Section 5.10(g).  Section 5.10(g) of the Credit Agreement is hereby
----------------------------
amended  by  deleting  the  percentage  "10%"  and  substituting "35%" therefor.
7.     Amendment  to  Section  5.13.  Section  5.13  of  the Credit Agreement is
--     ----------------------------
hereby  amended  by  adding  "or  the  Term Loan" after the words "the Loans" in
--
subsection  "(x)"  of  Section  5.13  and  by  adding  a  new  "(w)" as follows:
--
     "(w)     Outstandings  in the amount of $30,000,000 under a promissory note
in  favor  of  First  Union  National  Bank  payable  on  November  5,  1999."
8.     Addition  of  New  Section  5.17.  A  new Section 5.17 is hereby added as
--     --------------------------------
follows:
--
     "5.17       Limitation  on  Non-Cash  Charges.  The Borrower will not incur
                 ---------------------------------
non-cash  charges that would exceed $50,000,000 in the aggregate with respect to
the  Borrower  and its Consolidated Subsidiaries from and after November 1, 1999
other  than (i) depreciation and amortization expensed in the ordinary course of
business  determined in accordance with generally accepted accounting principles
excluding  a one-time acceleration of amortization and depreciation expense; and
(ii)  any  acquisition related charges of intangibles within one year of the end
of the fiscal quarter in which the acquisition occurred determined in accordance
with  generally  accepted  accounting  principles."

B.     REPRESENTATIONS  AND  WARRANTIES
       --------------------------------

     The  Company  hereby  represents  and warrants to the Agent and Banks that:

     1.     After giving effect to this Amendment, no Event of Default specified
in  the Credit Agreement and no event which with notice or lapse of time or both
would  become  such  an  Event  of  Default  has  occurred  and  is  continuing;

     2.     The  representations  and  warranties of the Company pursuant to the
Credit  Agreement  are true on and as of the date hereof as if made on and as of
said  date;  and

     3.     The  making  and  performance  by the Company of this Amendment have
been  duly  authorized  by  all  corporate  action.


<PAGE>
C.     CONDITIONS  PRECEDENT
       ---------------------

     This  Amendment will become effective as of October 29, 1999 upon execution
by  the  Required  Banks provided that the Agent shall have received in form and
substance  satisfactory  to  the  Agent  all  of  the  following:

     1.     A  copy  of  a  resolution  passed  by the Board of Directors of the
Company,  certified by the Secretary or an Assistant Secretary of the Company as
being  in  full  force and effect on the date hereof, authorizing the execution,
delivery  and  performance  of  the  Credit  Agreement  as  hereby  amended.

     2.     A  certificate of incumbency certifying the names of the officers of
the Company authorized to sign this Amendment, together with the true signatures
of  such  officers.

     3.     Executed  counterparts  of  this  Amendment.

     4.     Borrower shall have paid the Agent for the account of the consenting
Banks an amendment fee equal to 15 basis points payable to the Banks on November
5,  1999  in  accordance  with  their  Pro  Rata  Share.

D.     MISCELLANEOUS
       -------------

     1.     This  Amendment may be signed in any number of counterparts, each of
which  shall  be  an original, with same effect as if the signatures thereto and
hereto  were  upon  the  same  instrument.

     2.     Except  as  herein  specifically  amended,  all terms, covenants and
provisions  of  the  Credit  Agreement shall remain in full force and effect and
shall  be  performed by the parties hereto according to its terms and provisions
and  all  references  therein  or  in the Exhibits shall henceforth refer to the
Credit  Agreement  as  amended  by  this  Amendment.

     3.     This Amendment shall be governed by and construed in accordance with
the  laws  of  the  State  of  New  York.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this
Amendment  as  of  the  date  first  written.

POLICY  MANAGEMENT  SYSTEMS
CORPORATION

By:_/S/  Stephen  G.  Morrison
    --------------------------
Title:  Executive  Vice  President
        --------------------------
        And  General  Counsel
        ---------------------

BANK  OF  AMERICA,  N.A.

By:/S/  Michael  J.  McKenney
   --------------------------
Title:   Managing  Director
       --------------------


WACHOVIA  BANK,  N.A.

By:/S/Donald  E.  Sellers,  Jr.
   ----------------------------
Title:  Vice  President
       ----------------


FIRST  UNION  NATIONAL  BANK

By:     /S/Daniel  Amaker
        -----------------
Title:     Vice  President
           ---------------


DEUTSCHE  BANK  AG,  NEW  YORK
BRANCH  AND/OR  CAYMAN  ISLANDS
BRANCH

By:  /S/  Susan  M.  O'Connor
     ------------------------
Title:     Director
           --------


By:  /S/  Susan  L.  Pearson
     -----------------------
Title:     Director
           --------


<PAGE>

DAI-ICHI  KANGYO  BANK,  LTD.


By:     /S/  Nelson  Chang
        ------------------
Title:  Assistant  Vice  President
        --------------------------


THE  FUJI  BANK,  LIMITED

By:     /S/  Raymond  Ventura
        ---------------------
Title:Vice  President  &  Manager
      ---------------------------


ACKNOWLEDGED  AND  AGREED:

POLICY  MANAGEMENT  SYSTEMS
  CORPORATION
CYBERTEK  CORPORATION
PMSC  LIMITED
CYBERTEK  SOLUTIONS,  L.P.
By:  POLICY  MANAGEMENT
SYSTEMS  CORPORATION;
Its  General  Partner
THE  LEVERAGE  GROUP

By:  /S/  Stephen  G.  Morrison
     --------------------------
Title:     Secretary
           ---------


ACKNOWLEDGED  AND  AGREED:

POLICY  MANAGEMENT  SYSTEMS
  INVESTMENTS,  INC.


By:  /S/  Elizabeth  Powers
   ------------------------
Title:     President
           ---------