3
CHAR1\531974_  3
CHAR1\531974_  3
                     THIRD AMENDMENT TO TERM LOAN AGREEMENT

     This  Amendment,  dated  as of April 24, 2000 (this "Amendment") is entered
into  by  and  among  Policy  Management  Systems  Corporation, a South Carolina
corporation  (the  "Borrower"),  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  Borrower, the Agent and the Banks are parties to a Term Loan Agreement
dated  as  of  November  5,  1999,  as  amended  by  a First Amendment to Credit
Agreement  dated  as  of  February 10, 2000, as amended by a Second Amendment to
Term Loan Agreement dated as of March 30, 2000 (the "Credit Agreement") pursuant
to  which  the  Banks  extended  a  term  loan.  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  Borrower has requested that the Banks modify certain provisions of the
Credit  Agreement  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)     The  definition  of  "Consolidated
       ---------------------------
Adjusted  Cash  Flow"  is hereby amended by adding the following sentence to the
end  thereof:

For  the purposes of Section 5.21 only, Consolidated Adjusted Cash Flow shall be
measured  on  a  quarterly  basis.

(b)     The  definition of "Consolidated Net Income" is hereby amended by adding
the  following  sentence  to  the  end  thereof:

For the purposes of Section 5.21 only, Consolidated Net Income shall be measured
on  a  quarterly  basis.

2.     Amendment  of  Section  5.11.  Section  5.11  of  the Credit Agreement is
       ----------------------------
hereby  amended  and  restated  as  follows:

Leverage  Ratio  Leverage Ratio.  The Borrower shall not be required to maintain
---------------  --------------
any certain Leverage Ratio at any time from March 31, 2000 through and including
December  30, 2000.  The Borrower will not permit the Leverage Ratio at any time
from  December  31,  2000  and  thereafter,  to  exceed  2.5:1.0.

     3.     Addition of New Section 5.21.  A new Section 5.21 is hereby added as
            ----------------------------
follows:

<PAGE>

SECTION  5.21.  Consolidated  Adjusted  Cash  Flow.
                ----------------------------------

Consolidated  Adjusted  Cash Flow. The Borrower will cause Consolidated Adjusted
---------------------------------
Cash  Flow  minus  Capital Expenditures to equal or exceed the following amounts
-           -----
for the quarterly period ending on each of the following dates:  March 31, 2000,
($2,000,000),  (ii)  June  30,  2000, $15,000,000, and (iii) September 30, 2000,
$30,000,000.

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

     The  Borrower  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.     After  giving  effect  to  this  Amendment,  the representations and
warranties  of  the Borrower 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 Borrower of this Amendment have
been  duly  authorized  by  all  necessary  corporate  action.

C.     EFFECTIVENESS;  CONDITIONS
       --------------------------

     This Amendment will become effective as of March 31, 2000 upon execution by
the  Required  Banks  (the "Effective Date").  The Borrower shall provide to the
Agent  in  form  and  substance  satisfactory  to  the  Agent,  the  following:

     1.     Execution  of  Counterparts  of  Amendment.  The  Agent  shall  have
            ------------------------------------------
received  counterparts  (or  other  evidence  of execution, including telephonic
message,  satisfactory to the Agent) of this Amendment, which collectively shall
have been duly executed on behalf of each of the Borrower, the Guarantors (other
than  Policy  Management  Systems  Investments, Inc., whose executed counterpart
shall  not  be  required to be delivered to the Agent until April 30, 2000), the
Banks  and  the  Agent;

     2.     Other  Items.  The  Agent  shall have received such other documents,
            ------------
agreements  or  information  which  may  be  reasonably  requested by the Agent.

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/Franklin  M.  Wesssinger
   ---------------------------
Title:  Senior  Vice  President
        -----------------------



<PAGE>


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
           ---------


BANK  OF  AMERICA,  N.A.

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



ACKNOWLEDGED  AND  AGREED:

POLICY  MANAGEMENT  SYSTEMS
  INVESTMENTS,  INC.


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