POLICY MANAGEMENT SYSTEMS CORP
<DOCUMENT>
<TYPE>EX-10.57
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

6

                  FORM OF POLICY MANAGEMENT SYSTEMS CORPORATION

                 EMPLOYEE  STOCK  OPTION/NON-COMPETE  AGREEMENT
                 ----------------------------------------------



THIS  EMPLOYEE  STOCK  OPTION/NON-COMPETE  AGREEMENT  ("the  Agreement") is made
effective  as  of April 3, 2000, by and between _______________ ("EMPLOYEE") and
Policy  Management  Systems  Corporation  ("PMSC").


                              W I T N E S S E T H:


WHEREAS,  EMPLOYEE  has  been  employed  by  PMSC  in  a position of significant
responsibility  and PMSC desires to recognize EMPLOYEE'S contribution to PMSC by
making EMPLOYEE an "Eligible Person" as defined in the Policy Management Systems
Corporation 1999 Stock Option Plan ("Plan") and therefore eligible to be granted
Options  as  defined  therein;  and

WHEREAS,  EMPLOYEE has developed and will continue to develop intimate knowledge
of  PMSC's  business practices, which, if exploited by EMPLOYEE in contravention
of  this  Agreement,  could  seriously,  adversely  and  irreparably  affect the
business  of  PMSC;  and

WHEREAS,  EMPLOYEE  and  PMSC each desire to induce the other to enter into this
Agreement;  and

WHEREAS,  PMSC  would  not  make  EMPLOYEE  an Eligible Person in the event that
EMPLOYEE refused to agree to the terms and conditions of this Agreement and thus
EMPLOYEE  would  not  be  eligible  to  receive  Options  under  the  Plan;

NOW,  THEREFORE,  in  consideration  of the premises and the mutual promises and
covenants  of  the  parties  hereto,  EMPLOYEE  and  PMSC  agree  as  follows:

1.     Grant.  Effective  April  3,  2000,  PMSC grants EMPLOYEE "non-qualified"
       -----
Options  to  purchase up to ________ shares of PMSC common stock pursuant to the
Plan.  Non-qualified  options  are  subject to tax upon exercise as set forth in
paragraph  6  below.

2.     Price  and  Expiration.  The  option price of the shares subject to these
       ----------------------
Options  is the closing price of the stock on the New York Stock Exchange on the
date  of grant, i.e., $11.1875.  These Options must be exercised within ten (10)
years  of  the  effective  date  of  this  Agreement  or  they  expire.

3.     Availability  for  Exercise.  25%  of  the  shares subject to the Options
       ---------------------------
granted  will  become  available for exercise at the end of each of the four (4)

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years  following  the  effective date of this Agreement.  For example 25% of the
total  number  of Options granted will be available for exercise beginning April
3, 2001; 50% will be available for exercise beginning April 3, 2002; 75% will be
available  for  exercise beginning April 3, 2003; and 100% will be available for
exercise  beginning  April 3, 2004.  Once Options become available for exercise,
they will remain available for exercise in accordance with the terms of the Plan
unless  they  expire.

3a.     Restriction  on  Exercise. Notwithstanding the foregoing,(a) the Options
        -------------------------
hereby  granted  shall  not  be  exercisable  until  such  time  as  the  common
stock  to  be  issued  on  exercise  of  the  Options  has been registered under
the  Securities  Act  of  1933  or PMSC has otherwise qualified such issuance of
shares under an exemption from registration under said Act; and (b) no more than
one-third  of the total number of Options hereby granted may be exercised in any
calendar  year; provided however, all vested Options may be exercised regardless
of  the  one-third  limit  per  calendar  year  after  the  earlier  of:

     (i)          April  3,  2008;

     (ii)         a  Change  in  Control  as  defined  in  the  Plan;  or

     (iii)        EMPLOYEE's "retirement", as defined  in  the Policy Management
Systems  Corporation  401(k)  Retirement  Savings  Plan.

4.     Change  in  Control.  If  there  is  a  Change  in  Control of PMSC prior
       -------------------
to  the  Expiration  Date,  the  Options  shall  vest  and become exercisable in
accordance  with  the  provisions  of  Section  16  of  the  Plan.

5.     Order  of  Exercise.  The  Options may be exercised without regard to the
       -------------------
order  in  which  these and any other Options were granted and without regard to
any  unexpired  and  unexercised qualified, Incentive Stock Options ("ISO's") or
other  non-qualified  options.

6.     Tax  Liability.  The  tax  liability which EMPLOYEE may incur relating to
       --------------
these  Options  is  described below based upon present law and regulations which
are  subject  to  change.  Taxes  incurred  are:

     +     when  options  are  granted  -  none
           ---------------------------

     +     when  options  are exercised - the difference between the fair market
           ----------------------------
value  of the stock at the date of exercise of an Option and the option price is
a  capital gain but generally will be treated as ordinary income during the year
the  Option  is  exercised.  Such  tax liability is created at the time EMPLOYEE
exercises  an  Option  and  PMSC  is  required to collect withholding taxes from
EMPLOYEE.  Federal  income  taxes  (computed  at  a  rate  of  28%  of the above
described  difference)  and  FICA  and  state  income  taxes  (computed  at  the
applicable rate of the above described difference) are withheld.  For exampleif
the  option  price  is  $11.1875  and  the  fair market value at the date of the

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exercise  is  $16.1875, the difference is $5.00, and assuming an applicable FICA
rate of 7.65% and state income tax rate of 7%, along with the 28% federal income
tax,  the  Company  would  collect  a  tax  of  $2.13  per  share from EMPLOYEE.

     +     when  shares  are sold - the difference between the fair market value
           ----------------------
at  the  date  of  exercise (the $16.1875 in the above example) and the price at
which EMPLOYEE sells the stock is treated the same as above described during the
year  in  which  EMPLOYEE  sells  the  stock purchased by exercise of his or her
Options.

7.     Exercise  and  Payment.  Exercises  of   Options  shall  only  be handled
       ----------------------
pursuant  to  the Instructions set forth on the last page of this Agreement.  To
exercise  these  Options,  EMPLOYEE  shall  make payment in full to PMSC for the
option  price of the shares to be purchased plus the combined (federal, FICA and
state) tax liability EMPLOYEE incurs.  Such taxes paid to PMSC will be forwarded
to  the  Internal  Revenue  Service  and  appropriate  state  tax commission and
credited  to  EMPLOYEE  in  the same manner as the withholding tax on EMPLOYEE's
salary.  EMPLOYEE's  actual tax will depend upon the overall tax rate calculated
when  EMPLOYEE  prepares  his or her tax returns.  EMPLOYEE should consult a tax
professional  regarding  questions  about  EMPLOYEE's  actual  tax  liability.

8.     Noncompetition.  In  consideration  of   the   Options   hereby  granted,
       --------------
EMPLOYEE covenants and agrees that EMPLOYEE shall devote his or her best efforts
to  furthering  the  best interests of PMSC and that for the one (1) year period
from  the  effective date hereof, and if EMPLOYEE separates from employment with
PMSC  for  any  reason  within said one (1) year period, then for a one (1) year
period  from  the  date  of  such separation from employment, EMPLOYEE shall not
"Compete"  with  PMSC.  The  region  within which EMPLOYEE agrees not to Compete
with  PMSC  is  the  United States, Canada and those countries in which PMSC has
customers  or  clients  as of the date of EMPLOYEE's separation from employment.
For  the  purpose  of this Agreement, the term "Compete" shall have its commonly
understood  meaning  which  shall  include, but not be limited by, the following
items  with  respect  to  PMSC's  insurance application software licensing, data
processing,  consulting  and  information  services  businesses  and  any  other
businesses  carried  on  by  PMSC  at  the  time  of  EMPLOYEE's separation from
employment:

       (i)     soliciting  or  accepting as a client or customer any individual,
partnership,  corporation,  trust  or association that was a client, customer or
actively  sought  after prospective client or customer of PMSC during the twelve
(12)  calendar  month  period  immediately  preceding  the  date  of  EMPLOYEE's
separation  from  employment;

       (ii)    acting   as   an   employee,   independent   contractor,   agent,
representative,  consultant, officer, director, or otherwise affiliated party of
any  entity  or  enterprise  which  is  competing  with PMSC in offering similar
application  software  or  services  to  parties  described  in  (i)  above;  or

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       (iii)   participating  in  any  such  competing  entity  or enterprise as
an  owner,  partner,  limited  partner,  joint venturer, creditor or stockholder
(except  as  an  equity  holder  holding less than a one percent (1%) interest).

9.     Non-Hiring.  During  EMPLOYEE'S  employment with PMSC and for a period of
       ----------
three  (3)  years  after  separation  from such employment, EMPLOYEE agrees that
EMPLOYEE  shall  under  no  circumstances  hire, attempt to hire or assist or be
involved in the hiring of any employee of PMSC either on EMPLOYEE'S behalf or on
behalf of any other person, entity or enterprise.  Also, for a similar period of
time,  EMPLOYEE  agrees  to  not  communicate  to  any  such  person,  entity or
enterprise the names, addresses or any other information concerning any employee
of  PMSC  or  any  past,  present  or  prospective  client  or customer of PMSC.

10.     Equitable  Relief.  EMPLOYEE  acknowledges  (i)  that  EMPLOYEE'S skill,
        -----------------
knowledge,  ability  and  expertise  in  the  business  described herein is of a
special,  unique,  unusual,  extraordinary,  and/or intellectual character which
gives  said skill, etc. a peculiar value; (ii) that PMSC could not reasonably or
adequately  be  compensated  in  damages  in an action at law for breach of this
Agreement;  and  (iii)  that a breach of any of the provisions contained in this
Agreement  could  be  extremely  detrimental  to  PMSC  and  could  cause  PMSC
irreparable  injury  and  damage.  Therefore, EMPLOYEE agrees that PMSC shall be
entitled,  in addition to any other remedies it may have under this Agreement or
otherwise, to preliminary and permanent injunctive and other equitable relief to
prevent  or  curtail  any  breach  of this Agreement; provided, however, that no
specification in this Agreement of a specific legal or equitable remedy shall be
construed  as  a waiver of or prohibition against the pursuing of other legal or
equitable  remedies  in  the  event  of  such  a  breach.

11.     Breach  of  Agreement.  EMPLOYEE  agrees  that  in  the  event  EMPLOYEE
        ---------------------
breaches any provision of this Agreement, PMSC shall be entitled, in addition to
any other remedies it may have under this Agreement, to offset, to the extent of
any  liability,  loss,  damage  or  injury from such breach, any payments due to
EMPLOYEE  pursuant  to  his  or  her  employment  with  PMSC.

12.     Employment  Understanding.  This  Agreement   constitutes   the   entire
        -------------------------
agreement  between  the  parties  with  regard to the subject matter hereof, and
there  are  no   agreements,   understandings,   restrictions,   warranties   or
representations  between  the parties relating to said subject matter other than
those  set  forth  or  provided for herein or in any Agreement Not To Divulge or
employment  agreement  between  PMSC and EMPLOYEE.  It is understood that PMSC's
and  EMPLOYEE's relationship is one of  "at will" employment unless EMPLOYEE and
PMSC  have entered into a written employment agreement which provides otherwise.
This Agreement shall not affect, or be affected by, any employment agreement, if
any,  between  PMSC and EMPLOYEE.  It is understood further that the granting of
Options  under  this  Agreement  does not entitle EMPLOYEE to receive additional
Option  grants  in  future  years.

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13.     General.  In the event that any provision of this Agreement or any word,
        -------
phrase,  clause,  sentence  or  other  portion  thereof  (including,  without
limitation,  the geographical and temporal restrictions contained herein) should
be held to be unenforceable or invalid for any reason, such provision or portion
thereof  shall  be  modified  or  deleted  in  such  a manner so as to make this
Agreement  enforceable  to  the  fullest extent permitted under applicable laws.
All  references  to  PMSC  shall  include  its subsidiaries as applicable.  This
Agreement  shall  inure  to  the  benefit  of and be enforceable by PMSC and its
successors  and  assigns.  No  provision  of  this  Agreement  may  be  changed,
modified, waived or terminated, except by an instrument in writing signed by the
party  against  whom  the  enforcement  of  such  is  sought.  No  waiver of any
provision  or provisions of this Agreement shall be deemed or shall constitute a
waiver  of  any  other  provision,  whether or not similar, nor shall any waiver
constitute  a continuing waiver.  Headings in this Agreement are inserted solely
as a matter of convenience and reference and are not a part of this Agreement in
any substantive sense.  This Agreement may be executed in two counterparts, each
of  which  will  take  effect as an original and shall evidence one and the same
Agreement.

14.     Plan  Controls.  In  the event of any discrepancy between this Agreement
        --------------
and  the  Plan  as  to  the  terms and conditions of the Options, the Plan shall
control.

15.     Governing  Law.  The  terms  of  this Agreement shall be governed by and
        --------------
construed  in  accordance  with  the  laws  of  the  State  of  South  Carolina.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of  the  date  first  above  written.

POLICY  MANAGEMENT  SYSTEMS  CORPORATION
"PMSC"

BY:  _________________________________
           Stephen  G.  Morrison

TITLE:     Executive  Vice  President
           --------------------------


EMPLOYEE

_____________________________________
(Signature)

_____________________________________
-------------------------------------
(Type  or  Print  Name)

_____________________________________
(Date  Signed  by  Employee)

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