PAGE <1> EXHIBIT 10E [EXECUTION COPY] AMENDMENT NO. 1 TO 3-YEAR CREDIT AGREEMENT AMENDMENT No. 1 dated as of September 29, 1995 among POLICY MANAGEMENT SYSTEMS CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent. W I T N E S S E T H : WHEREAS, the parties hereto have heretofore entered into a 3-Year Credit Agreement dated as of August 11, 1995 (as amended, the "Agreement"); and WHEREAS, the Borrower has asked the Banks, and the Banks are willing, on the terms and conditions set forth below, to amend the Agreement as set forth herein; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby. SECTION 2. Additional Guarantor. As of the date hereof, Policy Management Systems Investments, Inc., a Delaware corporation, shall be a "Guarantor" under the Agreement, and shall be subject to all of the obligations of a Guarantor thereunder, and by executing this Amendment, Policy Management Systems Investments, Inc. shall be deemed to have executed a supplement to the Agreement complying with the requirements of Section 5.17 of the Agreement. SECTION 3. New York Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. PAGE <2> SECTION 4. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective upon receipt by the Agent of duly executed counterparts hereof signed by the Borrower, Policy Management Systems Investments, Inc. and the Required Banks. PAGE <3> IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. POLICY MANAGEMENT SYSTEMS CORPORATION By____________________ Name: Title: POLICY MANAGEMENT SYSTEMS INVESTMENTS, INC., as Guarantor By____________________ Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By____________________ Name: Title: FIRST UNION NATIONAL BANK OF SOUTH CAROLINA By____________________ Name: Title: WACHOVIA BANK OF SOUTH CAROLINA, N.A. By ____________________ Name: Title: PAGE 4 BANK OF AMERICA ILLINOIS By____________________ Name: Title: COMMERZBANK AKTIENGESELLSCHAFT, ATLANTA AGENCY By____________________ Name: Title: By____________________ Name: Title: THE DAI-ICHI KANGYO BANK LTD., ATLANTA AGENCY By____________________ Name: Title: NBD BANK By____________________ Name: Title: PAGE <5> DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCHES By____________________ Name: Title: By____________________ Name: Title: THE FUJI BANK, LIMITED, ATLANTA AGENCY By____________________ Name: Title: Acknowledged by: POLICY MANAGEMENT SYSTEMS CANADA, LTD. By____________________ Name: Title: CYBERTEK CORPORATION By____________________ Name: Title: POLICY MANAGEMENT SYSTEMS INTERNATIONAL, LTD. By____________________ Name: Title: PMSI, L.P. By POLICY MANAGEMENT SYSTEMS CORPORATION; its General Partner By____________________ Name: Title: CYBERTEK SOLUTIONS, L.P. By POLICY MANAGEMENT SYSTEMS CORPORATION; its General Partner By____________________ Name: Title: