1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and to execute any and all
instruments and documents which said attorney-in-fact and agent may deem
necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") thereunder, in connection with the registration under the Act of
the Company's 4% convertible subordinated notes due 2006 (the "Notes") and
shares of common stock of the Company, par value $.02, issuable upon conversion
of the Notes ("Common Stock"), to be offered and sold by selling stockholders of
the Company, in connection with certain transactions approved by the Board of
Directors of the Company, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned to a registration statement under the Act on an appropriate form
covering said Notes and shares of Common Stock, and any amendments to such
registration statement, to be filed with the Commission, and to any and all
instruments or documents filed as part of or in connection with such
registration statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of May, 2001.
/s/ Thomas E. McInerney
-----------------------
Name: Thomas E. McInerney
Title: Director
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2
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and to execute any and all
instruments and documents which said attorney-in-fact and agent may deem
necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") thereunder, in connection with the registration under the Act of
the Company's 4% convertible subordinated notes due 2006 (the "Notes") and
shares of common stock of the Company, par value $.02, issuable upon conversion
of the Notes ("Common Stock"), to be offered and sold by selling stockholders of
the Company, in connection with certain transactions approved by the Board of
Directors of the Company, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned to a registration statement under the Act on an appropriate form
covering said Notes and shares of Common Stock, and any amendments to such
registration statement, to be filed with the Commission, and to any and all
instruments or documents filed as part of or in connection with such
registration statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of May, 2001.
/s/ John J. Lyons
------------------------------------
Name: John J. Lyons
Title: Director
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and to execute any and all
instruments and documents which said attorney-in-fact and agent may deem
necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") thereunder, in connection with the registration under the Act of
the Company's 4% convertible subordinated notes due 2006 (the "Notes") and
shares of common stock of the Company, par value $.02, issuable upon conversion
of the Notes ("Common Stock"), to be offered and sold by selling stockholders of
the Company, in connection with certain transactions approved by the Board of
Directors of the Company, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned to a registration statement under the Act on an appropriate form
covering said Notes and shares of Common Stock, and any amendments to such
registration statement, to be filed with the Commission, and to any and all
instruments or documents filed as part of or in connection with such
registration statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of May, 2001.
/s/ Jay DeDapper
------------------------------------
Name: Jay DeDapper
Title: Director
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Dennis R. Sheehan and Kevin J. Dell, and each of them, as his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to do any and all
acts and things and to execute any and all instruments and documents which said
attorney-in- fact and agent may deem necessary or desirable to enable The BISYS
Group, Inc. (the "Company") to comply with the Securities Act of 1933, as
amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission (the "Commission") thereunder, in connection
with the registration under the Act of the Company's 4% convertible subordinated
notes due 2006 (the "Notes") and shares of common stock of the Company, par
value $.02, issuable upon conversion of the Notes ("Common Stock"), to be
offered and sold by selling stockholders of the Company, in connection with
certain transactions approved by the Board of Directors of the Company,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned to a registration
statement under the Act on an appropriate form covering said Notes and shares of
Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such registration statement or any amendments thereto;
and the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of May, 2001.
/s/ Lynn J. Mangum
------------------------------------
Name: Lynn J. Mangum
Title: Chairman of the Board,
Chief Executive Officer
and Director
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum and Kevin J. Dell, and each of them, as his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to do any and all acts
and things and to execute any and all instruments and documents which said
attorney-in- fact and agent may deem necessary or desirable to enable The BISYS
Group, Inc. (the "Company") to comply with the Securities Act of 1933, as
amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission (the "Commission") thereunder, in connection
with the registration under the Act of the Company's 4% convertible subordinated
notes due 2006 (the "Notes") and shares of common stock of the Company, par
value $.02, issuable upon conversion of the Notes ("Common Stock"), to be
offered and sold by selling stockholders of the Company, in connection with
certain transactions approved by the Board of Directors of the Company,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned to a registration
statement under the Act on an appropriate form covering said Notes and shares of
Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such registration statement or any amendments thereto;
and the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of May, 2001.
/s/ Dennis R. Sheehan
------------------------------------
Name: Dennis R. Sheehan
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and to execute any and all
instruments and documents which said attorney-in-fact and agent may deem
necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") thereunder, in connection with the registration under the Act of
the Company's 4% convertible subordinated notes due 2006 (the "Notes") and
shares of common stock of the Company, par value $.02, issuable upon conversion
of the Notes ("Common Stock"), to be offered and sold by selling stockholders of
the Company, in connection with certain transactions approved by the Board of
Directors of the Company, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned to a registration statement under the Act on an appropriate form
covering said Notes and shares of Common Stock, and any amendments to such
registration statement, to be filed with the Commission, and to any and all
instruments or documents filed as part of or in connection with such
registration statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of May, 2001.
/s/ Thomas A. Cooper
------------------------------------
Name: Thomas A. Cooper
Title: Director
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and to execute any and all
instruments and documents which said attorney-in-fact and agent may deem
necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") thereunder, in connection with the registration under the Act of
the Company's 4% convertible subordinated notes due 2006 (the "Notes") and
shares of common stock of the Company, par value $.02, issuable upon conversion
of the Notes ("Common Stock"), to be offered and sold by selling stockholders of
the Company, in connection with certain transactions approved by the Board of
Directors of the Company, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned to a registration statement under the Act on an appropriate form
covering said Notes and shares of Common Stock, and any amendments to such
registration statement, to be filed with the Commission, and to any and all
instruments or documents filed as part of or in connection with such
registration statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of May, 2001.
/s/ Robert J. Casale
------------------------------------
Name: Robert J. Casale
Title: Director
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and to execute any and all
instruments and documents which said attorney-in-fact and agent may deem
necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply
with the Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") thereunder, in connection with the registration under the Act of
the Company's 4% convertible subordinated notes due 2006 (the "Notes") and
shares of common stock of the Company, par value $.02, issuable upon conversion
of the Notes ("Common Stock"), to be offered and sold by selling stockholders of
the Company, in connection with certain transactions approved by the Board of
Directors of the Company, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned to a registration statement under the Act on an appropriate form
covering said Notes and shares of Common Stock, and any amendments to such
registration statement, to be filed with the Commission, and to any and all
instruments or documents filed as part of or in connection with such
registration statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 31st day of May, 2001.
/s/ Joseph J. Melone
------------------------------------
Name: Joseph J. Melone
Title: Director
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