13
CHAR1\527698_  7
CHAR1\527698_  7
                       THIRD AMENDMENT TO CREDIT AGREEMENT

     This  Amendment,  dated  as of March 30, 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 Credit Agreement
dated  as of August 8, 1997, as amended by a First Amendment to Credit Agreement
dated as of November 5, 1999, as further amended by a Second Amendment to Credit
Agreement  dated  as  of  February 10, 2000 (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  Borrower has requested that the Banks modify certain provisions of the
Credit  Agreement.  In  order to induce the Banks to agree to the foregoing, the
Banks have requested, and the Borrower has agreed, that the Borrower will pay an
amendment  fee, modify the pricing, reduce the Commitments and provide the Banks
with  security.  The  Borrower  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.  The following definitions set forth in
            ---------------------------
Section  1.1  are  hereby  amended  and  restated  as  follows:

(a)     "Commitment"  means,  with  respect  to  each Bank, the amount set forth
         ----------
opposite  the  name  of  such  Bank  on  Exhibit A hereto, as such amount may be
                                         ---------
further  reduced  from  time  to  time pursuant to Section 2.10 or Section 2.11;
provided, however, to the extent that the amount of the aggregate Commitments of
    ----
the Banks as of April 1, 2001 exceeds $125,000,000, the Commitments of the Banks
shall  be  reduced  ratably  on  such  date  by  the  amount  of  such  excess.

(b)     "Termination  Date"  means  July  1,  2001.
         -----------------

     2.     Amendment  of  Section 1.1.  Section 1.1 is hereby amended by adding
            --------------------------
the  following  new  definitions:

<PAGE>

(a)     "Accounts Receivable" means, at any time, all accounts receivable of the
         -------------------
Borrower  other  than  Ineligible  Accounts  Receivable.

(b)     "Borrowing  Base"  means,  as  of  any  day,  an amount equal to a to be
         ---------------
determined  percentage of Accounts Receivable plus a to be determined percentage
                                              ----
of  Eligible  PP&E  as  set  forth  in the applicable Borrowing Base Certificate
delivered  to  the Agent and the Lenders in accordance with the terms of Section
5.1(l),  it being understood that (i) the foregoing to be determined percentages
and  (ii)  such  additional  eligible  assets and amounts which may comprise the
Borrowing  Base,  shall  be  mutually  determined  by the Required Banks and the
Borrower;  provided,  however,  that  if no such mutual agreement can be reached
           --------
with  respect  to the foregoing on or before July 15, 2000, such percentages and
or  additional  eligible  assets  shall  be determined by the Required Banks, in
their  sole  discretion.

(c)     "Borrowing  Base  Certificate"  shall  have the meaning assigned to such
         ----------------------------
term  in  Section  5.1(l).

(d)     "Capitalized  Software  Costs"  means  the  costs  identified  on  the
         ----------------------------
Consolidated  Statements  of Cash Flows of the Borrower as "Capitalized internal
software  development  costs".

(e)     "Collateral"  means  a  collective  reference to the collateral which is
         ----------
identified  in,  and  at  any time will be covered by, the Collateral Documents.

(f)     "Collateral  Documents"  means  a  collective  reference to the Security
         ---------------------
Agreement,  the Pledge Agreement, the Mortgage and such other documents executed
and  delivered  in  connection with the attachment and perfection of the Agent's
security  interests  and liens arising thereunder, including without limitation,
UCC  financing  statements  and  patent  and  trademark  filings.

(g)     "Dekru  Acquisition"  means the Acquisition by the Borrower of the stock
         ------------------
or  assets of Dekru B.V., an entity organized under the laws of the Netherlands,
for  aggregate  consideration (including cash and non-cash consideration) not to
exceed  $1,500,000.

(h)     "Eligible  PP&E"  means,  as  of  any  date of determination and without
         --------------
duplication,  the  aggregate  net  book  value of all real estate, machinery and
equipment  ("PP&E")  owned  by  the  Borrower  or  any  of  its Subsidiaries but
excluding  in  any event (i) PP&E which is (a) not subject to a perfected, first
priority  Lien in favor of the Agent to secure the Obligations or (b) subject to
any  other  Lien that is not permitted under Section 5.3, (ii) PP&E which is not
in  good  condition  or  fails  to  meet  standards  for  sale or use imposed by
governmental agencies, departments or divisions having regulatory authority over
such  PP&E,  (iii)  PP&E which is not useable or salable at prices approximating
its  depreciated value in the ordinary course of the business, (iv) PP&E located
outside  of  the
<PAGE>
United  States,  (v) PP&E located at a location not owned by the Borrower or any
of  its  Subsidiaries  with respect to which the Agent shall not have received a
landlord's,  warehousemen's,  bailee's or appropriate waiver satisfactory to the
Agent  and  (vi)  PP&E  which  is  leased  or  on  consignment.

(i)     "Ineligible  Accounts  Receivable"  shall  be mutually determined by the
         --------------------------------
Required  Banks  and  the  Borrower;  provided,  however, that if no such mutual
                                      --------
agreement  can be reached with respect to the definition of "Ineligible Accounts
Receivable"  on  or before July 15, 2000, such definition shall be determined by
the  Required  Banks,  in  their  sole  discretion.

(j)     "Mortgage"  means, collectively those certain deeds of trust encumbering
         --------
the  fee  interest  of  the  Borrower  and  each Material Subsidiary in the real
property  assets identified on Schedule A hereto, as amended, modified, restated
                               ----------
or  supplemented  from  time  to  time.

(k)     "Obligations"  means  all  Debt,  obligations  and  liabilities  of  the
         -----------
Borrower  under this Agreement, the Term Loan or any of the Collateral Documents
to  which  the Borrower is a party, now existing or hereafter arising, due or to
become  due,  direct  or  indirect, absolute or contingent, howsoever evidenced,
held  or  acquired,  as  the  Obligations  may be modified, extended, renewed or
replaced  from  time  to  time.

(l)     "Pledge  Agreement"  means  a  pledge  agreement  in  form and substance
         -----------------
satisfactory  to  the Agent to be executed in favor of the Agent by the Borrower
and  each  Material  Subsidiary,  as amended, modified, restated or supplemented
from  time  to  time.

(m)     "Property  Acquisition  Costs"  means  the  costs  identified  on  the
         ----------------------------
Consolidated  Statements  of  Cash  Flows  of  the  Borrower  as "Acquisition of
property  and  equipment".

(n)     "Security  Agreement"  means  a security agreement in form and substance
         -------------------
satisfactory  to  the Agent to be executed in favor of the Agent by the Borrower
and  each  Material  Subsidiary,  as amended, modified, restated or supplemented
from  time  to  time.

     3.     Amendment  of  Section  2.11.  Section  2.11  is  hereby amended and
            ----------------------------
restated  as  follows:

          Termination,  Mandatory  Prepayment  and  Reduction  of  Commitments
          --------------------------------------------------------------------
Mandatory  Termination  of  Commitments.
       --------------------------------

(a)     The  Commitments  shall  automatically 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.


<PAGE>
(b)     If  at  any  time,  the  aggregate principal amount of Loans outstanding
shall  exceed  (i) the aggregate Commitments or (ii) to the extent the Borrowing
Base  is  then  applicable,  the  lesser  of  the  aggregate Commitments and the
Borrowing  Base,  the Borrower shall immediately make payment on the Loans in an
amount  sufficient  to  eliminate  the  deficiency.

(c)     If  the  Borrower shall issue for cash any additional equity (other than
in  connection  with  the  exercise  of  options  or  the  issuance of equity in
connection  with  employee benefit plans) or issue debt securities 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 first prepay the Term Loan in an aggregate
amount  equal  to the amount of net proceeds until the Term Loan shall be repaid
in  full,  and if any excess then remains, such excess shall be applied to repay
any  outstanding  Loans.  The Commitments will be reduced (i) to the extent that
the Borrowing Base is not applicable pursuant to the terms of Section 5.20(a) by
50%  of  any  remaining excess and (ii) to the extent that the Borrowing Base is
applicable  pursuant to the terms of Section 5.20(a), in a like amount until the
overadvance  (if  any)  permitted with respect to the Loans shall be eliminated,
thereafter,  the  Commitments  shall  be reduced by 50% of any remaining excess.

     4.     Amendment  of  Section  5.1(a)  and (b).  Section 5.1(a) and (b) are
            ---------------------------------------
hereby  amended  and  restated  as  follows:

     (a)     within  2  Business  Days after the filing of each Form 10-K by the
Borrower  with the Securities and Exchange Commission (and in any event no later
than  92 days after the end of each fiscal year of the Borrower), a consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of
such  fiscal  year  and  the  related consolidated statements of income and cash
flows and changes in stockholders' equity for such fiscal year, setting forth in
each  case  in  comparative  form  the figures for the previous fiscal year, all
reported on in a manner acceptable to the Securities and Exchange Commission and
accompanied  by  a  report  of  independent  public  accountants  or  nationally
recognized  standing  in  scope  and  manner  acceptable  to  the Securities and
Exchange  Commission;

     (b)     within  2  Business  Days after the filing of each Form 10-Q by the
Borrower  with the Securities and Exchange Commission (and in any event no later
than  47  days  after the end of each of the first three quarters of each fiscal
year  of  the  Borrower),  a  consolidated balance sheet of the Borrower and its
Consolidated  Subsidiaries  as  of  the  end  of  such  quarter  and the related
consolidated  statements  of  income and cash flows for such quarter and for the
portion  of the Borrower's fiscal year ended at the end of such quarter, setting
forth  in  the  case of such statements of income and cash flows, in comparative
form  the figures for the corresponding quarter and the corresponding portion of
the  Borrower's  previous fiscal year, all certified (subject to normal year-end
adjustments)  as  to  fairness  of  presentation,  generally  accepted
<PAGE>
accounting  principles  and  consistency  by  the chief financial officer or the
chief  accounting  officer  of  the  Borrower;

     5.     Amendment of Section 5.1.  Section 5.1 is hereby amended by adding a
            ------------------------
new  Section  5.1(k),  5.1(l),  5.1(m)  and  5.1(n):

     "(k)  to  the  extent the Borrowing Base is then applicable pursuant to the
terms  of  Section  5.20 hereof, within 47 days following the end of each fiscal
quarter,  an  accounts  receivable  aging  and  listing  certified  by the chief
financial  officer of the Borrower to be true and correct as of the date thereof
and  in  form  reasonably  satisfactory  to  the  Agent."

     "(l)  to  the  extent the Borrowing Base is then applicable pursuant to the
terms of Section 5.20 hereof, on or before the tenth Business Day of each month,
the  Borrower  shall submit, in form satisfactory to the Agent, a Borrowing Base
Certificate  as  of  the  last  day  of  the  prior  month."

     "(m) prior to the beginning of each fiscal month of the Borrower, a monthly
forecast  of  income  and cash flows for such month, certified as to fairness of
presentation,  generally  accepted  accounting principles and consistency by the
chief  financial  officer  or  the  chief  accounting  officer of the Borrower."

"(n) prior to April 30, 2000 and thereafter, simultaneously with the delivery of
each  set  of  financial  statements referred to in clauses (a) and (b) above, a
report  signed  by an executive officer of the Borrower setting forth (i) a list
of  United  States  registration  numbers  for  all patents, trademarks, service
marks,  and  copyrights  awarded  to  the  Borrower  or  any  of  its  Material
Subsidiaries  since  the last day of the immediately preceding fiscal quarter or
fiscal  year, as the case may be, and (ii) a list of all trademark applications,
service mark applications, and copyright applications submitted for registration
in  the  United States by the Borrower or any of its Material Subsidiaries since
the  last day of the immediately preceding fiscal quarter or fiscal year, as the
case  may be, and the status of each such application, all in such form as shall
be  reasonably  satisfactory  to  the  Agent."

     6.     Amendment of Section 5.3(b).  Section 5.3(b) of the Credit Agreement
            ---------------------------
is  hereby  amended  and  restated  as  follows:

(b)     The  Borrower  will maintain, and will cause each Material Subsidiary to
maintain,  or  be  covered  under, (i) physical damage insurance on all real and
personal  property  on  an  all  risks  basis (including the perils of flood and
quake),  covering  the  repair  and  replacement  cost  of all such property and
consequential  loss  coverage  for  extra  expense  and  (ii)  public  liability
insurance  (including  products/completed  operations liability coverage) all on
terms  and conditions and in scope substantially commensurate with that which is
currently  maintained  as  described on Schedule 5.3 hereto and evidenced by the
                                        ------------
certificate contemplated by clause (w) of the second following sentence and with
risk  retention  thereunder  up  to  an  amount which in the good faith business
judgement  of  the Borrower's or such Material Subsidiary's management could not
reasonably  be expected to expose the Borrower or such Material Subsidiary to a
<PAGE>
materially  adverse  noninsured  loss.  On or before, April 30, 2000, and at all
times  thereafter,  the  Agent shall be named as loss payee or mortgagee, as its
interest  may  appear,  and/or  additional  insured  with  respect  to  any such
insurance  providing  coverage in respect of any Collateral.  All such insurance
shall  be  provided  by insurers having an A.M. Best policyholders rating of not
less  than  B+  or  such  other  insurers  as  the Required Banks may approve in
writing.  The Borrower will deliver to the Agent for distribution to each of the
Banks (w) on the date of the first Borrowing hereunder, a certificate dated such
date  showing  the  amount  of coverage as of such date, (x) upon request of any
Bank  through  the  Agent from time to time full information as to the insurance
carried, (y)  within seven Business Days of receipt of notice from any insurer a
copy  of  any  notice of cancellation, alteration or material change in coverage
from  that existing on the date of this Agreement and (z) forthwith upon receipt
thereof,  notice  of any cancellation or nonrenewal of coverage by the Borrower.

     7.     Amendment  of  Section  5.9.  Section 5.9 of the Credit Agreement is
            ---------------------------
hereby  amended  by  adding  new  Section  5.9(k):

     "(k)  Liens  in favor of the Agent on behalf of the Banks arising under the
Collateral  Documents."

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

Leverage  Ratio5.11  Leverage  Ratio.  The Borrower will not permit the Leverage
---------------      ---------------
Ratio at any time from (i) December 31, 1999 through but not including September
30,  2000  to  exceed 5.5:1.0, (ii) September 30, 2000 through but not including
December 31, 2000 to exceed 3.5:1.0, and (iii) December 31, 2000 and at any time
thereafter,  to  exceed  2.5:1.0.

9.     Amendment  of  Section  5.12.  Section  5.12  of  the Credit Agreement is
       ----------------------------
hereby  amended  and  restated  as  follows:

Minimum Consolidated Tangible Net Worth Minimum Consolidated Tangible Net Worth.
--------------------------------------- ---------------------------------------
At  any  date,  Consolidated  Tangible  Net  Worth  will  not  be  less than (i)
$126,718,000 until September 29, 2000 and $196,718,000 on September 30, 2000 and
thereafter plus on an annual basis (ii) beginning with the fiscal year beginning
January  1,  1999,  50% of Consolidated Net Income, if positive.  There shall be
excluded from the calculation of Consolidated Tangible Net Worth all acquisition
related  charges  of  intangibles  and  any  amounts  that have been expended to
repurchase  shares of the Borrower's common stock, in each case, since August 8,
1997.

     10.     Amendment of Section 5.13.  Section 5.13 of the Credit Agreement is
             -------------------------
hereby  amended  and  restated  as  follows:

Restricted  Payments5.13  Restricted  Payments.   Restricted PaymentsNeither the
--------------------      --------------------    -------------------
Borrower  nor  any  Subsidiary  (i)  will declare or make any Restricted Payment
(other  than  any  dividend  or  other  distribution  from

<PAGE>
a  Subsidiary,  direct  or  indirect,  to  the Borrower) or (ii) will optionally
prepay,  defease  or  purchase  any Debt of the Borrower or any Subsidiary other
than  (x)  the  Loans  or  the  Term  Loan or (y) any other Debt of the Borrower
incurred for working capital purposes provided that the aggregate amount of such
                                      -------- ----
Debt  prepaid,  defeased  or  purchased  is  less  than  $15,000,000.

     11.     Amendment  of  Section  5.14(d).  Section  5.14(d)  of  the  Credit
             -------------------------------
Agreement  is  hereby  amended  and  restated  as  follows:

      Restricted Payments(d)     (i) any Investment made prior to March 31, 2000
      -------------------
in  compliance  with  Section  5.14(d)  prior  to  the amendment hereby and (ii)
Restricted  Payments any  Investment  with  respect to  the  Dekru  Acquisition.
     ---------------

     12.     Amendment of Section 5.16.  Section 5.16 of the Credit Agreement is
             -------------------------
hereby  amended  and  restated  as  follows:

Additional  Guarantors  Additional Guarantors.   The Borrower shall from time to
----------------------  ---------------------
time  cause  each  Subsidiary  of  the  Borrower  or  other entity that is not a
Material  Subsidiary  on the date hereof but becomes a Material Subsidiary after
the  date  hereof  (whether  by  acquisition of capital stock by the Borrower or
otherwise)  to  (a)  become  party hereto as guarantor by executing a supplement
hereto  in  form  and substance satisfactory to the Agent, such supplement to be
executed  by such Material Subsidiary within 10 days after the date on which the
Borrower  acquires  or  forms  such  Material  Subsidiary,  or  a Subsidiary not
originally  a  Guarantor  becomes  a  Material Subsidiary, (b) cause 100% of the
issued and outstanding capital stock of such Material Subsidiary to be delivered
to the Agent (together with undated stock powers signed in blank, if applicable)
and  pledged  to  the  Agent  pursuant  to an appropriate pledge agreement(s) in
substantially  the form of the Pledge Agreement and otherwise in form reasonably
acceptable  to  the  Agent and (c) deliver such other documentation as the Agent
may  reasonably  request  in  connection  with  the foregoing, including without
limitation,  documentation  to  ensure  that  the  Agent  has  a  first priority
perfected  Lien  in  the  personal  and  real  property  owned  by such Material
Subsidiary, certified resolutions and other authority documents of such Material
Subsidiary  and favorable opinions of counsel to such Material Subsidiary (which
shall  cover,  among  other  things,  the legality, validity, binding effect and
enforceability of the documentation referred to above), all in form, content and
scope  reasonably  satisfactory  to  the  Agent.

     13.     Amendment of Section 5.17.  Section 5.17 of the Credit Agreement is
             -------------------------
hereby  amended  and  restated  as  follows:

Limitation  on  Non-Cash  Charges Additional Guarantors.   The Borrower will not
--------------------------------- ---------------------
incur  non-cash  charges that would exceed (i) $25,000,000 in the aggregate with
--
respect  to  the  Borrower  and  its  Consolidated  Subsidiaries  from

<PAGE>
and  after  November  1,  1999  through  and  including  March 31, 2000 and (ii)
$15,000,000  in  the aggregate with respect to the Borrower and its Consolidated
Subsidiaries  from and after April 1, 2000 through and including the Termination
Date,  other  than  (A)  depreciation  and amortization expensed in the ordinary
course  of  business determined in accordance with generally accepted accounting
principles; and (B) any acquisition related charges of intangibles determined in
accordance  with  generally  accepted  accounting  principles.

     14.     Addition  of  New Section 5.18.  A new Section 5.18 is hereby added
             ------------------------------
as  follows:
     SECTION  5.18.  Pledged  Assets.
                     ---------------
     On or before April 30, 2000, or such later date as the Agent may reasonably
determine,  the  Borrower will cause, and will cause each Material Subsidiary to
cause  (i)  all  of its owned personal property located in the United States and
(ii)  all  of  its owned real property located in the United States deemed to be
material  by  the  Agent  or  the Required Banks in its or their sole reasonable
discretion,  to  be  subject  at all times to first priority, perfected Liens in
favor  of  the Agent to secure the Borrower's Obligations in accordance with the
terms  and  conditions of the Collateral Documents, subject in any case to Liens
permitted  under Section 5.9.  Without limiting the generality of the above, the
Borrower will cause (i) 100% of the issued and outstanding capital stock of each
domestic  Material  Subsidiary  directly  owned  by  the  Borrower  or any other
Material  Subsidiary  of  the  Borrower and (ii) 65% (or such greater percentage
which  would  not result in material adverse tax consequences) of the issued and
outstanding  capital  stock  entitled to vote (within the meaning of Treas. Reg.
Section  1.956-2(c)(2)) and 100% of the issued and outstanding capital stock not
entitled  to  vote  (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of
each  foreign  Subsidiary  directly  owned by the Borrower or any other Material
Subsidiary  of  the  Borrower  to  be  subject at all times to a first priority,
perfected  Lien  in  favor  of the Agent to secure the Borrower's Obligations in
accordance  with  the  terms  and conditions of the Collateral Documents or such
other  security  documents  as  the  Agent  shall  reasonably  request.

     15.     Addition  of  New Section 5.19.  A new Section 5.19 is hereby added
             ------------------------------
as  follows:

SECTION  5.19.  Real  Property  Collateral.
                --------------------------
     On or before April 30, 2000, or such later date as the Agent may reasonably
determine,  the  Borrower and each other Material Subsidiary shall, with respect
to  the  real  property  assets identified on Schedule A hereto and deemed to be
                                              ----------
material  by  the  Agent  or  the Required Banks in its or their sole reasonable
discretion,  deliver  to  the  Agent  the  following:
     (a)     fully  executed  and  notarized  Mortgages;
(b)     title  reports  obtained by the Borrower in respect of the real property
subject  to  the  Mortgages;
(c)     maps  or  plats  of an as-built survey of the sites of the real property
covered  by the Mortgages certified to the Agent and the title insurance company
issuing  the
<PAGE>
policy  referred  to  in  clause  (d) below (the "Title Insurance Company") in a
                                                  -----------------------
manner  reasonably  satisfactory  to  each  of the Agent and the Title Insurance
Company, dated a date reasonably satisfactory to each of the Agent and the Title
Insurance  Company  by an independent professional licensed land surveyor, which
maps  or  plats  and  the surveys on which they are based shall be sufficient to
delete  any  standard printed survey exception contained in the applicable title
policy  and  be made in accordance with the Minimum Standard Detail Requirements
for  Land  Title  Surveys  jointly  established and adopted by the American Land
Title  Association  and  the American Congress on Surveying and Mapping in 1992,
and,  without  limiting the generality of the foregoing, there shall be surveyed
and  shown  on  such  maps, plats or surveys the following: (i) the locations on
such  sites  of  all  the  buildings,  structures and other improvements and the
established building setback lines; (ii) the lines of streets abutting the sites
and width thereof; (iii) all access and other easements appurtenant to the sites
necessary  to  use  the  sites;  (iv) all roadways, paths, driveways, easements,
encroachments and overhanging projections and similar encumbrances affecting the
site,  whether  recorded,  apparent  from  a physical inspection of the sites or
otherwise known to the surveyor; (v) any encroachments on any adjoining property
by  the  building structures and improvements on the sites; and (vi) if the site
is  described as being on a filed map, a legend relating the survey to said map;
(d)     an  ALTA  mortgagee title insurance policy issued by the Title Insurance
Company,  in  an  amount  satisfactory to the Agent, assuring the Agent that the
each  Mortgage  creates  a valid and enforceable first priority mortgage lien on
the  real  property  subject  to the Mortgage, free and clear of all defects and
encumbrances  except Liens permitted by Section 5.9, which mortgage policy shall
be  in form and substance reasonably satisfactory to the Agent and shall provide
for  affirmative  insurance  and  such  reinsurance  as the Agent may reasonably
request,  all  of the foregoing in form and substance reasonably satisfactory to
the  Agent;
(e)     evidence  as  to  (i)  whether any of the mortgaged properties are in an
area  designated  by  the  Federal Emergency Management Agency as having special
flood or mud slide hazards (a "Flood Hazard Property") and (ii) if any mortgaged
                               ---------------------
property  is  a  Flood  Hazard Property, (A) whether the community in which such
mortgaged  property  is located is participating in the National Flood Insurance
Program,  (B)  the  Borrower's  written  acknowledgment  of  receipt  of written
notification from the Agent (1) as to the fact that such mortgaged property is a
Flood  Hazard  Property  and (2) as to whether the community in which such Flood
Hazard  Property  is  located  is  participating in the National Flood Insurance
Program and (C) copies of insurance policies or certificates of insurance of the
Borrower  evidencing  flood  insurance  satisfactory to the Agent and naming the
Agent  as  sole  loss  payee;  and
(f)     evidence  reasonably  satisfactory  to  the  Agent  that  the  mortgaged
properties,  and  the uses of the mortgaged properties, are in compliance in all
material  respects,  as  relevant  for  purposes  of  this  Agreement,  with all
applicable  laws, regulations and ordinances including without limitation health
and  environmental  protection  laws, erosion control ordinances, storm drainage
control  laws,  doing  business and/or licensing laws, zoning laws (the evidence
submitted  as  to  zoning  should  include  the  zoning designation made for the
mortgaged  properties,  the  permitted  uses  of  the  mortgaged
<PAGE>
properties  under such zoning designation and zoning requirements as to parking,
lot  size,  ingress, egress and building setbacks) and applicable laws regarding
access  and  facilities  for disabled persons including, but not limited to, the
Federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the
Rehabilitation  Act  of  1973  and  the Americans with Disabilities Act of 1990.

     16.     Addition  of  New Section 5.20.  A new Section 5.20 is hereby added
             ------------------------------
as  follows:

SECTION  5.20.  Borrowing  Base  and  Field  Examination.
                ----------------------------------------

(a)     If  the  Term Loan is not repaid in full by July 15, 2000, the aggregate
principal  amount  of  the  Loans  outstanding  at any time shall not exceed the
lesser  of  (i)  the  aggregate  Commitments of the Banks and (ii) the Borrowing
Base.

(b)     The  Borrower  and each of its Subsidiaries shall permit the Agent (or a
third  party  satisfactory  to the Agent) to conduct a written business audit of
the  accounts  receivable,  inventory,  payables,  controls  and  systems of the
Borrower  and  its  Subsidiaries  at  a  frequency  to be determined in the sole
discretion  of  the  Agent; provided that, the Borrower shall not be required to
                            --------
pay for more than four such field examinations in any one calendar year.  If the
results  of  any  of  such  audits  are  not  satisfactory  to the Agent, in its
reasonable  discretion,  the  Borrower covenants and agrees to cooperate in good
faith  with  the  Agent  to  develop  a  plan  of  action  that will correct the
deficiencies  identified  by the Agent within 180 days of the completion of such
audit.

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

SECTION  5.21.  Property  Acquisition  Costs  and  Capitalized  Software  Costs.
                ---------------------------------------------------------------

     The  Borrower  will  not  permit  the sum of Property Acquisition Costs and
Capitalized  Software  Costs  for (a) fiscal year 2000 to exceed $84,000,000 and
(b)  fiscal  year  2001  to  exceed  $93,000,000.

     18.     Amendment  of  Section 6.1.  Section 6.1 of the Credit Agreement is
             --------------------------
hereby  amended  by  adding  new  Section  6.1(m):

"(m)  any  of the Collateral Documents shall fail to be in full force and effect
or  to  give the Agent and/or the Banks the Liens, rights, powers and privileges
purported  to  be  created  thereby,  or  the  Borrower or any Subsidiary of the
Borrower  shall  so  state  in  writing."

     19.     Amendment  to  Pricing  Schedule.  The  Pricing  Schedule  shall be
             --------------------------------
amended  and  restated  as  per  the  attachment  hereto.

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

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

<PAGE>

     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 and the information contained
in  the  preliminary  draft of the December 31, 1999 financial statements of the
Borrower,  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 December 31, 1999 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.     On  or  before  March 31, 2000, a copy of a resolution passed by the
Board  of Directors of the Borrower and each of the Guarantors, certified by the
Secretary  or  an Assistant Secretary of the Borrower and each of the Guarantors
as being in full force and effect on the date hereof, authorizing the execution,
delivery  and  performance  of the Credit Agreement as hereby amended; provided,
however,  with  respect  to  Policy  Management  Systems Investments, Inc., such
certified  resolution  shall  be  provided  to the Agent no later than April 28,
2000.

     2.     On  or before March 31, 2000, a certificate of incumbency certifying
the names of the officers of the Borrower and Guarantors authorized to sign this
Amendment,  together  with  the  true  signatures  of  such  officers; provided,
however,  with  respect  to  Policy  Management  Systems Investments, Inc., such
certificate of incumbency shall be provided to the Agent no later than April 28,
2000.

     3.     On  or  before  March  30,  2000,  executed  counterparts  of  this
Amendment.

     Borrower  shall  pay  the  Agent for the account of the consenting Banks an
amendment fee equal to 1.00% of the Commitments payable to the Banks on April 3,
2000  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
<PAGE>
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/  G.  Larry  Wilson
        ----------------------
Title:  Chief  Executive  Officer
       --------------------------



BANK  OF  AMERICA,  N.A.

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


WACHOVIA  BANK,  N.A.

By:/S/  John  Graham     .
   -----------------     -
Title:  Asst.  Vice  President
       -----------------------


FIRST  UNION  NATIONAL  BANK

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

<PAGE>


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

By:
Title:

By:
Title:


DAI-ICHI  KANGYO  BANK,  LTD.


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


THE  FUJI  BANK,  LIMITED

By:
Title:


<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/  G.  Larry  Wilson
     ----------------------
Title:     Director
           --------


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
           ---------



<PAGE>
                                    EXHIBIT A
                                    ---------

                                BANK COMMITMENTS

                                               Commitment
                                               ----------

BANK  OF  AMERICA,  N.A.                       $  54,000,000

WACHOVIA  BANK,  N.A.                          $  45,000,000

FIRST  UNION  NATIONAL  BANK                   $  31,500,000

DEUTSCHE  BANK  AG,  NEW  YORK
BRANCH  AND/OR  CAYMAN  ISLANDS
BRANCH                                         $  22,500,000


DAI-ICHI  KANGYO  BANK,  LTD.                  $  18,000,000


THE  FUJI  BANK,  LIMITED                      $   9,000,000
                                            ----------------

                                               $ 180,000,000


<PAGE>

                                PRICING SCHEDULE


     Each  of  "Eurodollar  Margin" and "Facility Fee Rate" means, for any date,
the  rates  set  forth  below:

     Euro-Dollar  Margin  (Retroactive  to  January  1,  2000)         2.75%

     Facility  Fee  Rate  (Retroactive  to  January  1,  2000)          .50%