S-8

Registration No. 333-       

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

GEAC COMPUTER CORPORATION LIMITED

(Exact Name of Registrant as Specified in Its Charter)

CANADA	98-0405151
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

11 Allstate Parkway

Suite 300, Markham

Ontario L34 9T8

Canada

(Address of Principal Executive Offices) (Zip Code)

Geac Computer Corporation Limited Restricted Share Unit Plan

(Full Title of the Plan)

Jeffrey M. Snider

Senior Vice President and General Counsel

Geac Computer Corporation Limited

120 Turnpike Road, 2nd Floor

Southborough, MA 01772-2104

(Name and Address of Agent For Service)

(508) 871-5000

(Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Mark T. Bettencourt, Esq.

Goodwin Procter LLP

Exchange Place

Boston, Massachusetts  02109

Calculation Of Registration Fee

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Shares, without par value	1,500,000 shares	US$	8.54	(1)	US$	12,810,000	US$	1,507.74

(1)  The price of $8.54 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market System on June 17, 2005, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to employees, directors or others as specified by Rule 428(b)(1).  In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to employees as specified by Rule 428(b)(1).  In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by GEAC Computer Corporation Limited (the “Registrant”) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference in this Registration Statement:

(a)The Registrant’s Annual Report on Form 40-F for the fiscal year ended April 30, 2004, filed pursuant to the Exchange Act and containing audited financial statements for the fiscal year ended April 30, 2004.

(b)The Registrant’s Reports of Foreign Private Issuer on Form 6-K filed with the Commission on August 19, 2004, August 24, 2004, September 9, 2004, December 8, 2004, March 11, 2005 and June 23, 2005, filed pursuant to the Exchange Act.

(c)The description of the common shares in the section entitled “Description of Geac Share Capital” contained in the Registrant’s registration statement on Form F-4 filed with the Commission on February 6, 2003, as amended, under the Securities Act of 1933, as amended.

All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to

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the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interest of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Article 9 of the Registrant’s bylaws provides that the Registrant shall indemnify its officers and directors to the extent permitted by the Canada Business Corporations Act. The Canada Business Corporations Act provides that a corporation may advance monies to a director, or officer or other individual for the costs, charges and expenses of a proceeding for which the corporation is permitted to indemnify such a person. The individual shall repay such monies if he or she does not fulfill the conditions for indemnification. Under the Canada Business Corporations Act, a corporation may indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation’s request as a director or officer of another body corporate referred to as an “indemnifiable person,” against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, investigative or administrative action or proceeding in which the indemnifiable person is involved because of their association with the corporation or such body corporate, if he or she was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and: (i) he or she acted honestly and in good faith with a view to the best interests of such corporation; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. An indemnifiable person is entitled under the Canada Business Corporations Act to such indemnity from the corporation if he or she was substantially successful on the merits in his or her defense of the action or proceeding and fulfilled the conditions set out in (i) and (ii) above. A corporation may, with the approval of a court, also indemnify an indemnifiable person in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favor, to which such person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, if he or she fulfills the conditions set forth in (i) and (ii), above.

Item 7.  Exemption From Registration Claimed.

Not applicable.

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Item 8.  Exhibits.

4.1Specimen Certificate for Common Shares of the Registrant (filed herewith).

4.2Restated Certificate and Articles of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s registration statement on Form F-4 on February 6, 2003 with the Commission, File Number 333-103019, and incorporated herein by reference).

4.3By-Laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s registration statement on Form F-4 on February 6, 2003 with the Commission, File Number 333-103019, and incorporated herein by reference).

4.4The Registrant’s Restricted Share Unit Plan, effective September 15, 2004 (filed herewith).

4.5Form of Restricted Share Unit Award Agreement (filed herewith).

4.6Amended and Restated Shareholder Protection Rights Agreement between the Registrant and Computershare Trust Company of Canada, dated as of August 1, 2003 (filed as Exhibit 4.5 to the Registrant’s registration statement on Form S-8, File Number 333-109670, and incorporated herein by reference).

23.1Consent of PricewaterhouseCoopers LLP, Independent Accountants (filed herewith).

24.1Powers of Attorney (contained on the signature page hereto).

Item 9.  Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Southborough, MA on the 23^rd day of June, 2005.

GEAC COMPUTER CORPORATION LIMITED
By:	/s/ Jeffrey M. Snider
	Jeffrey M. Snider
	Senior Vice President and General Counsel

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Charles S. Jones, Donna de Winter and Jeffrey M. Snider, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this registration statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Charles S. Jones	President and Chief Executive Officer,
Charles S. Jones	Director (principal executive officer)	June 23, 2005
/s/ Donna de Winter	Chief Financial Officer (principal financial
Donna de Winter	officer and principal accounting officer)	June 23, 2005
/s/ C. Kent Jespersen	Chairman of the Board of Directors	June 23, 2005
C. Kent Jespersen
/s/ Thomas I.A. Allen, Q.C.	Director	June 23, 2005
Thomas I.A. Allen, Q.C.
/s/ David Friend	Director	June 23, 2005
David Friend
/s/ Pierre MacDonald	Director	June 23, 2005
Pierre MacDonald
/s/ Michael D. Marvin	Director	June 23, 2005
Michael D. Marvin
/s/ William G. Nelson	Director	June 23, 2005
William G. Nelson

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/s/ Robert L. Sillcox	Director	June 23, 2005
Robert L. Sillcox
/s/ Jeffrey M. Snider	Authorized Representative in the United States	June 23, 2005
Jeffrey M. Snider

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Specimen Certificate for Common Shares of the Registrant (filed herewith).
4.2	Restated Certificate and Articles of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s registration statement on Form F-4, File Number 333-103019 on February 6, 2003 with the Commission, and incorporated herein by reference).
4.3	By-Laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s registration statement on Form F-4 on February 6, 2003 with the Commission, File Number 333-103019, and incorporated herein by reference).
4.4	The Registrant’s Restricted Share Unit Plan, effective September 15, 2004 (filed herewith).
4.5	Form of Restricted Share Unit Award Agreement (filed herewith).
4.6	Amended and Restated Shareholder Protection Rights Agreement between the Registrant and Computershare Trust Company of Canada, dated as of August 1, 2003 (filed as Exhibit 4.5 to the Registrant’s registration statement on Form S-8 on October 14, 2003 with the Commission, File Number 333-109670, and incorporated herein by reference).
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants (filed herewith).
24.1	Powers of Attorney (contained on the signature page hereto).

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EX-4.1

Exhibit 4.1

	INCORPORATED UNDER THE CANADA business corporations act
Number									Shares
									****0*********
	GEAC COMPUTER CORPORATION LIMITED								*****0********
ZQ 123456									******0*******
									********0*****
									*********0****
THIS CERTIFIES THAT								CUSIP 368289 10 4
	SPECIMEN
								ISIN CA 3682891047
						SEE REVERSE FOR CERTAIN DEFINITIONS
is the registered holder of
	*** ZERO ***
FULLY PAID AND NON-ASSESSABLE common SHARES without par value in the capital of
Geac Computer Corporation Limited
transferable on the books of the Corporation only upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar or the Co-Transfer Agent and Co-Registrar of the Corporation.
IN WITNESS WHEREOF the Corporation has caused this certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers.
Dated:			COUNTERSIGNED AND REGISTERED		COUNTERSIGNED AND REGISTERED
			COMPUTERSHARE TRUST COMPANY INC.		COMPUTERSHARE TRUST COMPANY OF CANADA
			(DENVER, CO)		(TORONTO, ON)
			USA CO-TRANSFER AGENT AND CO-REGISTRAR		TRANSFER AGENT AND REGISTRAR
/s/ Charles S. Jones
President and Chief Executive Officer
CANCELLED					CANCELLED
			By		By
				AUTHORIZED OFFICER			AUTHORIZED OFFICER
/s/ Craig Thorburn		The shares represented by this certificate are transferable at the offices of Computershare Trust Company of Canada in Toronto, ON and at the offices of Computershare Trust Company Inc. in Denver, CO.
Secretary

SECURITY INSTRUCTIONS ON REVERSE VOIR LES INSTRUCTIONS DE SÉCURITÉ AU VERSO

299804

The shares represented by this certificate have rights, privileges, restrictions and conditions attached thereto and the Corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of: (a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and (b) the authority of the directors to fix the rights, privileges, restrictions and conditions to subsequent series.

The following abbreviations shall be construed as though the words set forth below opposite each abbreviation were written out in full where such abbreviation appears:

TEN COM		-	as tenants in common
TEN ENT		-	as tenants by the entireties
JT TEN		-	as joint tenants with rights of survivorship and not as tenants in common
(Name) CUST (Name) UNIF		-	(Name) as Custodian for (Name) under the
GIFT MIN ACT (State)			(State) Uniform Gifts to Minors Act
Additional abbreviations may also be used though not in the above list.
* Please insert Social Insurance, Tax Identification, or other identifying number of transferee
For value received the undersigned hereby sells, assigns and transfers unto
Insert name and address of transferee
						shares
represented by this certificate and does hereby irrevocably constitute and appoint
					the attorney
of the undersigned to transfer the said shares on the books of the Corporation with full power of substitution in the premises.
DATED:
	Signature of Shareholder			Signature of Guarantor

Privacy Notice:

In the course of providing services to you and our corporate clients, Computershare receives non-public personal information about you - your name, address, social insurance number, securities holdings, transactions, etc. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes.  We have prepared a Privacy Code to tell you more about our information practices and how your privacy is protected.  It is available at our website, computershare.com, or by writing us at 100 University Avenue, Toronto, Ontario, M5J 2Y1. You are required to provide your SIN if you will receive income on these securities.  We will use this number for income reporting.  Computershare may also ask for your SIN as an identification-security measure if you call or write to request service on your account; however you may decline this usage.

The signature on this assignment must correspond with the name as written upon the face of this certificate, in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank, a major trust company in Canada or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP).  The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”.

In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only.

Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program.

“Until the Separation Time (as such term is defined in the Amended and Restated Shareholder Protection Rights Agreement dated as of August 1, 2003 as amended from time to time (the “Rights Agreement”) between Geac Computer Corporation Limited (the “Corporation”) and Computershare Trust Company of Canada, as Rights Agent) this certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the head office of the Corporation.  In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, may be redeemed, may expire, may become void or may be evidenced by separate certificates and may no longer be evidenced by this certificate.  The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor.”

SECURITY INSTRUCTIONS - INSTRUCTIONS DE SÉCURITÉ

THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING
WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK.
PAPIER FILIGRANÉ, NE PAS ACCEPTER SANS VÉRIFIER LA PRÉSENCE
DU FILIGRANE. POUR CE FAIRE, PLACER L À LUMIÈRE.

EX-4.4

Exhibit 4.4

GEAC COMPUTER CORPORATION LIMITED

Adopted with effect from September 15, 2004

RESTRICTED SHARE UNIT PLAN

1.PURPOSE AND DEFINITIONS

1.1Title.

The Plan herein described shall be called the “Geac Computer Corporation Limited Restricted Share Unit Plan”.

1.2Purpose of the Plan.

The purposes of the Plan are:

1.2.1.1to promote further alignment of interests between key employees and the shareholders of the Corporation;

1.2.1.2to provide a compensation system for key employees that is reflective of the responsibility, commitment and risk accompanying their role;

1.2.1.3to assist the Corporation to attract and retain individuals with experience and ability; and

1.2.1.4to allow eligible key employees of the Corporation to participate in the success of the Corporation.

1.3Definitions.

1.3.1“Affiliate” means an affiliate of the Corporation as the term “affiliate” is defined under the Canada Business Corporations Act.

1.3.2“Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules.

1.3.3“Board” means the Board of Directors of the Corporation.

1.3.4“Committee” means the Human Resources and Compensation Committee of the Board or such other committee of the Board which may be appointed by the Board to, inter alia, interpret, administer and implement the Plan.

1.3.5“Corporation” means Geac Computer Corporation Limited and any successor corporation whether by amalgamation, merger or otherwise.

1.3.6“Disability” means the Participant’s physical or mental long-term inability to substantially fulfil his duties and responsibilities on behalf of the Corporation or, if applicable, an Affiliate in respect of which the

Participant commences receiving, or is eligible to receive, long-term disability benefits under the Corporation’s or an Affiliate’s long-term disability plan.

1.3.7“Eligible Employee” means such employees of the Corporationor a Subsidiary as the Board may designate from time to time as eligible to participate in the Plan.

1.3.8“Fiscal Year” means a fiscal year of the Corporation.

1.3.9“Grant Agreement” means an agreement between the Corporation and a Participant under which a Share Unit is granted, as contemplated by section 3.1, together with such amendments, deletions or changes thereto as are permitted under the Plan.

1.3.10“Grant Date” of a Share Unit means the date a Share Unit is granted to a Participant under the Plan.

1.3.11“including” means including without limitation.

1.3.12“Independent Broker” means a registered broker which is independent under Stock Exchange Rules.

1.3.13“Market Value” means, with respect to a Unit on any particular date, the average volume weighted trading price per Share on the TSE over the five Trading Days immediately prior to that date or, in the event that the Shares are not listed and posted for trading on the TSE, or any Stock Exchange, or in the event the Shares are not listed on any Stock Exchange, the Fair Market Value shall be the fair market value of the Shares as determined by the Corporation in its discretion, acting reasonably and in good faith.

1.3.14“Nasdaq” means The NASDAQ Stock Market, Inc.

1.3.15“Participant” means an Eligible Employee who agrees to participate in the Plan and in the terms set forth in a Grant Agreement who receives a grant of Share Units under the Plan.

1.3.16“Payout” means, with respect to each Vested Unit, one Share or, in the discretion of the Corporation, a cash payment equal to the Market Value of such Vested Unit on the Vesting Date.

1.3.17“Payout Date” means a date selected by the Corporation, in accordance with and as contemplated by section 5.1 or section 5.2 as applicable.

1.3.18“Plan” means this Geac Computer Corporation Limited Restricted Share Unit Plan, as amended from time to time.

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1.3.19“Reorganization” means any (i) capital reorganization, (ii)  amalgamation, (iii) offer for Shares, where the Shares subject to the offer, together with the offeror’s Shares and Shares of any person or company acting jointly or in concert with the offeror, constitute in the aggregate 20% or more of the Shares; (iv) acquisition by a person of Shares such that the Shares acquired, together with the person’s Shares and Shares of any person or company acting jointly or in concert with such person, constitute in the aggregate 20% or more of the Shares outstanding immediately after such acquisition, unless another person has previously acquired and continues to hold Shares that represent a greater percentage than the first-mentioned person; (v) arrangement, plan of arrangement or other scheme or reorganization, or (vi) extraordinary distributions to shareholders, including cash dividends, dividends in kind and return of capital.

1.3.20“Retirement” means the retirement of the Participant from employment with the Corporation or an Affiliate in accordance with the normal retirement policy of the Corporation or, if applicable, the normal retirement policy of the Affiliate from which the Participant retires.

1.3.21“Share” means a Common Share of the Corporation and such other share into which such shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed or as may be substituted therefor as a result of amendments to the articles of the Corporation, arrangement, reorganization or otherwise, including any rights that form a part of the Common Share or substituted share.

1.3.22“Share Unit” means a unit credited by means of an entry on books of the Corporation to a Participant pursuant to the Plan, representing the right to receive for each Vested Unit one Share or in the discretion of the Corporation, a cash payment equal to the Market Value thereof, at the time, in the manner, and subject to the terms, set forth in the Plan.

1.3.23“Share Unit Account” has the meaning ascribed thereto in section 4.1.

1.3.24“Stock Exchanges” means the TSE, Nasdaq and any other stock exchange on which the Shares are listed, or if the Shares are not listed on any stock exchange, then the over-the-counter market.

1.3.25“Stock Exchange Rules” means the applicable rules of the Stock Exchanges.

1.3.26“Subsidiary” means a subsidiary of the Corporation as defined by the Canada Business Corporations Act.

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1.3.27“Trading Day” means any date on which the applicable Stock Exchange is open for the trading of Shares and on which at least a board lot of Shares actually traded.

1.3.28“Trustee” means such person or persons as may from time to time be appointed by the Corporation as trustee.

1.3.29“Trust Fund” means a trust fund established by the Corporation under section 5.6 for the purpose of purchasing Shares to make Payouts in that form in respect of Share Units granted pursuant to the Plan.

1.3.30“TSE” means The Toronto Stock Exchange.

1.3.31“Vesting Date” means the date the Share Units of a Participant become Vested Share Units in accordance with Article 3.

1.3.32“Vested Share Units” has the meaning ascribed thereto in section 3.5.

1.4Gender, Singular, Plural.  In the Plan, references to the masculine include the feminine; and references to the singular shall include the plural and vice versa, as the context shall require.

1.5Governing Law.  The Plan shall be governed and interpreted in accordance with the laws of the Province of Ontario and any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the Province of Ontario.

1.6Severability.  If any provision of the Plan or part hereof is determined to be void or unenforceable all or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof.

1.7Headings, Sections.  Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions herein contained.  A reference to a section or schedule shall, except where expressly stated otherwise, mean a section or schedule of the Plan, as applicable.

1.8Currency.  Except where expressly provided otherwise, all references in the Plan to currency refer to lawful Canadian currency.

2.EFFECTIVE DATE

2.1Effective Date.  The Corporation is establishing the Plan, effective on September 15, 2004.

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3.SHARE UNIT GRANTS AND PERFORMANCE PERIODS  

3.1Grant of Share Units.  The Corporation may grant Share Units to an Eligible Employee or Eligible Employees in such number and at such times as the Corporation may, in its sole discretion, determine, as a bonus or similar payment in respect of services rendered by the Eligible Employee in a Fiscal Year.  Each grant and the participation of an Eligible Employee in the Plan shall be evidenced by a written agreement between the Corporation and the Eligible Employee in the form approved by the Committee.  An Eligible Employee who receives a grant of Share Units and enters into such written agreement shall be a Participant under the Plan.

3.2Share Units.  Each Share Unit will give the Participant the right to receive, with respect to each such Share Unit which has become a Vested Share Unit pursuant to the provisions of the Plan and in accordance with and subject to the terms of the Grant Agreement relating to such Share Unit, one Share or, in the discretion of the Corporation, a cash payment equal to the Market Value of such Unit.

3.3Performance Period.  Share Units granted hereunder shall, unless otherwise determined by the Corporation and as specifically set out in the Grant Agreement, and subject to the terms of this Plan and the Grant Agreement, vest and become available for a Payout as to 33% of the Share Units, on the first anniversary of the Grant Date, as to an additional 33% of the Share Units, on the second anniversary of the Grant Date and as to the balance, on the third anniversary of the Grant Date.

3.4Other Terms and Conditions.  Subject to the terms of the Plan, the Corporation may determine other terms or conditions of any Share Units, including:

3.4.1any additional conditions with respect to the vesting of Share Units, in whole or in part, or the payment of cash or the provision of Shares under the Plan, in respect of Vested Share Units, including conditions in respect of

a.the market price of the Shares;

b.the return to holders of Shares, with or without reference to other companies comparable to the Corporation;

c.the financial performance or results of the Corporation or a Subsidiary or business unit thereof;

d.other performance criteria relating to the Corporation, or a Subsidiary or business unit thereof;

e.ownership of Shares by a Participant;

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f.restrictions on the re-sale of Shares acquired under the Plan including escrow arrangements; and

g.any other terms and conditions the Corporation may in its discretion determine with respect to vesting; and

3.4.2restrictions on the re-sale of Shares including escrow arrangements; and

3.4.3any other terms and conditions the Corporation may in its discretion determine;

which shall be set out in the Grant Agreement.

The conditions may relate to all or a portion of the Share Units in a grant and may be graduated such that different percentages (which may be greater or lesser than 100%) of the Share Units in a grant will become vested depending on the extent of satisfaction of one or more such conditions.

The Corporation may, in its discretion, subsequent to the Grant Date of a Share Unit, waive any such term or condition or determine that it has been satisfied.

For greater certainty, no term or condition of the Plan imposed under a Grant Agreement may have the effect of causing payment of the value of a Share Unit to a Participant, or his legal representative, to occur after December 31 of the third calendar year following the calendar year that includes the last day of the Fiscal Year in respect of which such Share Unit was granted.

3.5Vesting.  Share Units granted to a Participant under section 3.1 in respect of a year, including dividend equivalent Share Units granted to the Participant in respect of such Share Units pursuant to section 4.2, shall vest in accordance with this Article 3 and shall become payable in accordance with Article 5.  Except where the context requires otherwise, each Share Unit which is vested pursuant to this Article 3 and each additional Share Unit which is granted pursuant to section 4.2 in respect of such Share Units shall be referred to herein as a “Vested Share Unit” and collectively as “Vested Share Units”.  Share Units which have been granted to a Participant and which do not vest in accordance with this Article 3 shall be cancelled and the Participant will have no further right, title or interest in such Share Units.

3.6No Certificates.  No certificates shall be issued with respect to Share Units.

3.7No Rights to Shares.  Share Units are not Shares and the grant of Share Units shall not entitle a Participant to any shareholder rights, including, without limitation, voting rights, dividend entitlement or rights on liquidation.

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4.ACCOUNTS, DIVIDEND EQUIVALENTS AND REORGANIZATION

4.1Share Unit Account.  An account, to be known as a “ Share Unit Account” shall be maintained by the Corporation for each Participant and will be credited with such notional grants of Share Units as are received by a Participant from time to time pursuant to sections 3.1 and 4.2.  Share Units that fail to vest in a Participant pursuant to Article 3, or in respect of which the Participant or his legal representative receives a Payout, shall be cancelled and shall cease to be recorded in the Participant’s Share Unit Account as of the date on which such Share Units fail to vest or the Payout is made, as the case may be.

4.2Dividend Equivalent Share Units.  Whenever cash dividends are paid on the Shares, additional Share Units will be credited to the Participant’s Share Unit Account in accordance with this section 4.2.  The number of such additional Share Units will be calculated by dividing the cash dividends that would have been paid to such Participant if the Share Units recorded in the Participant’s Share Unit Account (the “Outstanding Share Units”) as at the record date for the dividend had been Shares by the Market Value on the date on which the dividends are paid on the Shares.  Fractional Share Units may thereby be created.  Share Units credited under this section 4.2 shall vest when and to the extent the Outstanding Share Units in respect of which such Share Units have been credited vest, as contemplated by section 3.5.

4.3Adjustments.  In the event of any stock dividend, stock split, combination or exchange of shares, reclassification, Reorganization, consolidation, spin-off or other distribution (other than normal cash dividends) of Corporation assets to shareholders, or any other similar changes affecting the Shares, such proportionate adjustments, to reflect such change or changes shall be made with respect to the number of Share Units outstanding under the Plan, all as determined by the Corporation in its sole discretion.

4.4Reorganization.  In the event of a Reorganization or proposed Reorganization, the Corporation, at its option, may, subject to Stock Exchange Rules, cause either of the following:

4.4.1the Corporation may make a Payout, in respect of,  and cancel, Share Units upon giving to any Participant to whom such Share Units have been granted at least 10 days’ written notice of its intention to do so, and a Payout in respect of such Share Units shall be made in accordance with Article 5, without regard to the vesting provisions attached to the Share Units; or

4.4.2the Corporation, or any corporation which is or would be the successor to the Corporation or which may issue securities in exchange for Shares upon the Reorganization becoming effective, may, upon notice to the Participant, substitute for Shares under this Plan securities into which the

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Shares are changed or are convertible or exchangeable, on a basis proportionate to the number of Share Units in the Participant’s Share Unit Account or some other appropriate basis.

The Corporation may specify in any notice under this section 4.4, that, if for any reason, the Reorganization is not completed, the Corporation may revoke such notice.  The Corporation may exercise such right of revocation by further notice in writing to the Participant and the Share Units shall thereafter continue to be allocated to the Participant in accordance with their terms and no Payout or distribution of securities pursuant to the original notice shall be made.

This section is intended to be permissive and paragraphs 1 and 2 hereof may be utilized independently or successively or in combination or otherwise.

5.PAYMENT OF SHARE UNIT AWARDS

5.1Participant Continuing in Employment.  Each Participant who continues in employment with the Corporation or an Affiliate on a Vesting Date shall receive a Payout for each Vested Unit, less withholding tax and other required source deductions.  Such Payout shall be made to the Participant, his beneficiary, or his legal representative, as applicable, within 30 days following the Vesting Date and in any event prior to December 31 of the calendar year of the Vesting Date.  For greater certainty, no interest shall accrue to, or be credited to, the Participant on any amount payable under the Plan.

5.2Disability, Death or Retirement.  Unless otherwise determined by the Corporation, if the active employment of an Participant is terminated by reason of Disability, death or Retirement prior to a Vesting Date or Vesting Dates, the Participant, his beneficiary or his legal representative, as applicable, shall be entitled to each Payout (if any), less withholding tax and other required source deductions, to which the Participant would have been entitled had he continued in active employment with the Corporation or an Affiliate throughout to each such Vesting Date and then prorated to reflect the actual period(s) between the Grant Date and the date of the Participant’s termination of active employment by reason of Disability, death or Retirement, as applicable.  Such payment(s) shall be made to the Participant or to his legal representative, as applicable, as soon as practicable and in any event prior to December 31 of such calendar year(s) in which each such Vesting Date occurs.  Any Share Units recorded in such Participant’s Share Unit Account not vested (including after giving effect to this section 5.2) shall be cancelled without payment.

5.3Termination of Employment During Performance Period. Unless otherwise determined by the Corporation, if the employment of a Participant with the Corporation or an Affiliate, is terminated by the Corporation, an Affiliate or the Participant, including any termination without cause, by the Corporation or any Affiliate, otherwise than by reason of Disability, Retirement or death, the

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Participant will not be entitled to any payment of Share Units which are not Vested Share Units at the time the Participant’s employment terminates.  Any such Share Units recorded in a Participant’s Share Unit Account shall be cancelled without payment.  For greater certainty, a Participant’s employment with the Corporation or an Affiliate, as the case may be, shall be deemed not to be terminated by reason of a transfer of employment from the Corporation to an Affiliate, between Affiliates or from an Affiliate to the Corporation.

5.4Whole Number of Shares.  The number of Shares to be issued or provided shall be equal to the whole number of Share Units subject to the Payout.  Where the number of Share Units allocated would result in the provision of a fractional Share Unit in the form of a fractional Share, the number of Share Units to be provided in the form of Shares shall be rounded down to the next whole number of Share Units.  No fractional Shares shall be provided nor shall cash be paid at any time in lieu of any such fractional interest.  Any such fractional interests of a Share Unit which, together with other fractional interests, form a whole Share Unit, shall be provided in the form of a Share as part of the Share Units to be provided to the Participant on the next applicable Vesting Date, if any.

5.5Share Purchases.  Any purchases of Shares pursuant to the Plan shall be made on the open market by a trustee appointed for this purpose using an Independent Broker.  Any such designation may be changed from time to time.

5.6Contributions to Trust Fund.  The Corporation may establish a Trust Fund and may from time to time, on its own behalf and on behalf of such of its Subsidiaries as employ Eligible Employees, make contributions to the Trust Fund in such amounts and at such times as may be specified by the Corporation for the purpose of funding, in whole or in part, the purchase of Shares in the open market to make Payouts in respect of Share Units which become payable to Eligible Employees pursuant to the Plan.  If and to the extent the Trust Fund holds Shares pending Payouts under the Plan, the Trustee shall exercise all rights relating to the Shares.

6.ADMINISTRATION

6.1Committee.  Unless otherwise determined by the Board, the Plan shall be administered by the Committee and actions or determinations to be taken by the Corporation shall be taken by the Committee.

6.2Delegation.  The Committee may also delegate to any director, officer or employee of the Corporation such duties and powers relating to the Plan as it may see fit.  The Corporation may also appoint or engage the Trustee or a trustee, custodian or administrator to administer or implement the Plan.

6.3Compliance with Laws and Policies.  Each Participant shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in the Plan) that the Participant will, at all times, act in strict

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compliance with Applicable Law and any policies of the Corporation applicable to the Participant in connection with the Plan.  Such laws, regulations, rules and policies shall include, without limitation, those governing “insiders” of “reporting issuers” as those terms are construed for the purposes of applicable securities laws, regulations and rules.

6.4Subject to Law.  The Corporation’s grant of any Share Units or the obligation of the Corporation or any Affiliate to provide any Shares or to make any payments hereunder is subject to compliance with Applicable Law.  As a condition of participating in the Plan, each Participant agrees to comply with all such Applicable Law and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with Applicable Law.

6.5Withholdings.  The Corporation or an Affiliate may withhold or cause to be withheld from any amount payable to a Participant, either under this Plan or otherwise, such amount as may be necessary so as to ensure that the Corporation or any Affiliate will be able to comply with the applicable provisions of any law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the income of a Participant.  The Corporation or any Affiliate shall also have the right in its discretion to satisfy any such withholding tax liability by retaining, acquiring or selling, or directing the Trustee or any other trustee, custodian or administrator to retain, hold or sell, any Shares which would otherwise be provided to a Participant hereunder.  The Corporation in its discretion may condition the grant of a Share Unit or the distribution of a Payout on the Participant making satisfactory arrangements for the withholding of tax or other required deductions.

6.6Statements.  The Corporation shall keep or cause to be kept such records and accounts as may be necessary or appropriate in connection with the administration of the Plan and the discharge of its duties.  At such times as the Corporation shall determine, the Corporation shall furnish the Participant with a statement setting forth the details of his or her Share Units including the Grant Date and the Vested and unvested Share Units held by each Participant.  Such statement shall be deemed to have been accepted by the Participant as correct unless written notice to the contrary is given to the Corporation within 30 days after such statement is given to the Participant.

6.7Notices.  Any payment, notice, statement, certificate or other instrument required or permitted to be given to a Participant or any person claiming or deriving any rights through him or her shall be given by:

6.7.1delivering it personally to the Participant or to the person claiming or deriving rights through him or her, as the case may be; or

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6.7.2mailing it postage paid (provided that the postal service is then in operation) or delivering it to the address which is maintained for the Participant in the Corporation personnel records.

Any payment, notice, statement, certificate or other instrument required or permitted to be given to the Corporation shall be given by mailing it postage paid (provided that the postal service is then in operation), delivering it to the Corporation at its principal address, or (other than in the case of a payment) sending it by means of facsimile or similar means of electronic transmission, to the attention of the Senior Vice-President, Human Resources or any such person as the Committee may designate.

Any payment, notice, statement, certificate or other instrument referred to in paragraph 1 or 2 of this section 6.7, if delivered, shall be deemed to have been given or delivered on the date on which it was delivered, if mailed (provided that the postal service is then in operation), shall be deemed to have been given or delivered on the second business day following the date on which it was mailed and if by facsimile or similar means of electronic transmission, on the next business day following transmission.

6.8No Additional Rights.  Neither designation of an employee as an Eligible Employee nor the grant of any Share Units to any Eligible Employee or Participant entitles any Eligible Employee or Participant to the grant, or any additional grant, as the case may be, of any Share Units under the Plan.

6.9No Employment Rights.  Nothing herein contained shall be deemed to give any person the right to be retained as an employee of the Corporation or of an Affiliate.  For greater certainty, a period of notice, if any, or payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for the purposes of the Plan.

6.10Participation Voluntary.  Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any employee’s employment with the Corporation, a Subsidiary or an Affiliate.

6.11Amendment, Termination. From time to time the Corporation may, in addition to its powers under the Plan, add to or amend any of the provisions of the Plan or suspend or terminate the Plan or amend the terms of any Share Units granted under the Plan; provided, however, that (i) any approvals required under any Applicable Law are obtained, and (ii) no such amendment or termination shall be made at any time which has the effect of adversely affecting the existing rights of a Participant under the Plan with respect to Share Units that have been granted to them under the Plan without his or her consent in writing.  Upon the termination of the Plan, in whole or in part, the Corporation shall, in its discretion, determine whether the outstanding Share Units (including Vested and unvested Share Units) or a portion thereof credited to a Participant affected by the termination shall be

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redeemed and paid out in a lump sum cash payment net of any applicable withholdings or held for the credit of the Participant and redeemed and paid out at a later date in accordance with the terms of the Plan and the applicable Grant Agreement in effect immediately prior to the termination of the Plan.

6.12Administration Costs.  The Corporation will be responsible for all costs relating to the administration of the Plan.

7.ASSIGNMENT

7.1Assignment.  The assignment or transfer of the Share Units, or any other benefits under this Plan, shall not be permitted other than by operation of law.

7.2Beneficiaries and Claims for Benefits.  Subject to the requirements of Applicable Law, a Participant may designate in writing a beneficiary to receive any benefits that are payable under the Plan upon the death of such Participant.  The Participant may, subject to Applicable Law, change such designation from time to time.  Such designation or change shall be in such form and executed and filed in such manner as the Corporation may from time to time determine.

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EX-4.5

Exhibit 4.5

SHARE UNITS GRANT AGREEMENT

To:	(Name of Participant)
Grant Date:	, 200[•]
Fiscal Year:	200[•]
Number of
Share Units:
Expiry Date:	No term or condition of this Grant Agreement may have the effect of causing payment of the value of a Share Unit to a Participant, to occur after December 31, 200

This Share Units Grant Agreement (this “Grant Agreement”) sets forth the terms on which Geac Computer Corporation Limited (the “Corporation”) grants to the Participant set forth above the number of Share Units set forth above pursuant to the terms of the Restricted Share Unit Plan (the “Plan”) adopted by the Corporation as of September 15, 2004.  Capitalized terms not defined herein shall have the meanings ascribed thereto in the Plan.  In the event of any conflict between the provisions set forth in the Plan and this Agreement, the Plan shall take precedence.  The terms and conditions of the Plan are incorporated into and form an integral part of this Grant Agreement. For the grant contemplated herein to become effective as of the Grant Date, the Participant must execute and return this Grant Agreement to the Corporation’s General Counsel.

Vesting

Notwithstanding the standard vesting schedule set forth in the Plan, the Share Units (and any additional Share Units credited in respect of such Share Units pursuant to Section 4.2 of the Plan) shall become Vested Share Units:

(a)as to       % of the Share Units set forth above on the first anniversary of the Grant Date set forth above,

(b)an additional       % on the second anniversary of the Grant Date, and

(c)the balance on the third anniversary of the Grant Date.

Notwithstanding the foregoing, (i) where the above vesting percentages would result in the vesting of a fractional Share Unit, such number shall be rounded down to the nearest whole Share Unit for purposes of determining the number of Vested Share Units as of such Vesting Date, and (ii) the Corporation may, at its option, subject to the Stock Exchange Rules and the Plan, determine in advance that the vesting of all or any portion of such Share Units shall accelerate upon a Reorganization or proposed Reorganization.

Restrictions on Transfer

The Share Units granted hereunder may not be sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered by the Participant other than by operation of law.   Any such attempted disposition in contravention of this Agreement or levy of attachment or similar process shall be null and void.

Entire Agreement

This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to such subject matter.  No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement or the Plan shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement.

Binding Agreement

This Agreement shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and the Participant and the legal representatives of his or her estate and any other person who acquires the Participant’s rights in respect of the Share Units by inheritance.

DATED as of                               , 200    .

Geac Computer Corporation Limited

By:

Name:

Title:

The Participant hereby confirms and acknowledges the terms set forth above and acknowledges receipt of a copy of the Plan.  The Participant hereby further confirms and acknowledges that he or she has not been induced to enter into this Agreement or receive any Share Units by expectation of employment or continued employment with the Corporation or his or her employer. 

Signed:
	Participant

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EX-23.1

Exhibit 23.1

	PricewaterhouseCoopers LLP Chartered Accountants PO Box 82 Royal Trust Tower, Suite 3000 Toronto Dominion Centre Toronto, Ontario Canada M5K 1G8 Telephone +1 416 863 1133 Facsimile +1 416 365 8215

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 23, 2005 relating to the consolidated financial statements for the year ended April 30, 2005, which appears in the Reports of Foreign Private Issuer on Form 6-K filed by Geac Computer Corporation Limited with the Securities and Exchange Commission on June 23, 2005.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants

Toronto, Canada

June 23, 2005

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.