ASSET PURCHASE AGREEMENT

EXECUTION VERSION

May 1, 2007

The BISYS Group, Inc.

105 Eisenhower Parkway

Roseland, New Jersey 07068

Ladies and Gentlemen:

Reference is made to (i) the Agreement and Plan of Merger (as the same may be amended, the “ Merger Agreement ”), dated as of the date hereof, by and among Citibank N.A. (“ Parent ”), Buckeye Acquisition Sub, Inc. (“ Acquisition Sub ”) and The BISYS Group, Inc. (the “ Company ”), and (ii) the Transaction Agreement (as the same may be amended, the “ Subsequent Transaction Agreement ”), dated as of the date hereof, by and between Acquisition Sub and BIR JCF, LLC (“ Purchaser ”). All capitalized terms used herein without definition shall have the definitions given in the Merger Agreement.

The Company and Purchaser acknowledge that pursuant to the Subsequent Transaction Agreement, Acquisition Sub will sell to Purchaser (and/or to one or more assignee(s) thereof) certain assets of the Company immediately following the Merger. In consideration of the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Purchaser, intending to be legally bound, hereby agree as follows:

(a)         The parties hereto will use their respective reasonable best efforts to obtain all necessary actions or nonactions, consents, clearances, waivers, approvals and termination or expiration of waiting periods from Governmental Authorities or other persons necessary in connection with the consummation of the transactions contemplated by the Subsequent Transaction Agreement, and the making of all necessary registrations and filings (including filings with Governmental Authorities if any) and the taking of all steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other persons necessary in connection with the consummation of the transactions contemplated by the Subsequent Transaction Agreement.

(b)         Nothing in this letter agreement shall obligate Purchaser or any of its affiliates to agree (i) to limit in any manner or not to exercise any material rights of ownership of any securities, or to divest, dispose of or hold separate any material securities or a material portion of their respective businesses, assets or properties or of the business, assets or properties acquired pursuant to the Subsequent Transaction Agreement or (ii) to limit any manner the ability of such entities (A) to conduct their respective

businesses or own such assets or properties or to conduct the businesses or own the properties or assets acquired pursuant to the Subsequent Transaction Agreement or (B) to control their respective businesses or operations of the businesses or operations acquired pursuant to the Subsequent Acquisition Agreement except to the extent any such limitation would not reasonably be expected to have a material adverse effect on Purchaser or the Retirement Services, Life Insurance Services and Commercial Insurance Services Business Divisions, taken as a whole; provided that Purchaser will agree to hold separate or to divest Frontier Trust if and as may be required by the North Dakota Department of Financial Institutions (the “ NDDFI ”) in order to grant its approval (the “ NDDFI Approval ”) of the indirect acquisition by Purchaser of Frontier Trust pursuant to the Subsequent Transaction Agreement.

(c)         Each of Purchaser and the Company shall without limitation: (1) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Authority with respect to the transactions contemplated by the Subsequent Transaction Agreement, (2) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Authority with respect to the transactions contemplated by the Subsequent Transaction Agreement, (3) not participate in any meeting or have any communication with any such Governmental Authority with respect to the transactions contemplated by the Subsequent Transaction Agreement unless it has given the other an opportunity to consult with it in advance and to the extent permitted by such Governmental Authority gives the other the opportunity to attend and participate therein, and (4) furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Authority with respect to the transactions contemplated by the Subsequent Transaction Agreement. Such materials and the information contained therein that is competitively sensitive shall